JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AGREEMENT

EX-10.1 2 v412860_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

JOINDER AND FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT,
FIRST AMENDMENT TO AMENDED AND RESTATED
SECURITY AGREEMENT AND FIRST AMENDMENT TO
AMENDED AND RESTATED GUARANTY AGREEMENT

 

THIS JOINDER AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTY AGREEMENT (this "Amendment") is entered into as of June 4, 2015, by and among Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent (the "Agent") for the Lenders (as defined in the Credit Agreement referred to below), PNC BANK, NATIONAL ASSOCIATION, as a Lender (the "New Lender"), the other Lenders party hereto, WABASH NATIONAL CORPORATION, a Delaware corporation ("Wabash"), certain Subsidiaries of Wabash designated on the signature pages hereto as borrowers (together with Wabash, such Subsidiaries are collectively referred as the "Borrowers") and certain Subsidiaries of Wabash designated on the signature pages hereto as guarantors (such Subsidiaries are collectively referred to as the "Guarantors" and together with the Borrowers, such Guarantors are collectively referred to as the "Loan Parties").

 

WHEREAS, the Borrowers, Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement");

 

WHEREAS, the Loan Parties and Agent are parties to that certain Amended and Restated Security Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Security Agreement");

 

WHEREAS, the Guarantors and Agent are parties to that certain Amended and Restated Guaranty Agreement dated as of May 8, 2012 (as amended, restated, modified or supplemented from time to time, the "Guaranty Agreement");

 

WHEREAS, New Lender has agreed to join the Credit Agreement as a Lender on the date hereof; and

 

WHEREAS, the Borrowers have requested that Lenders agree to amend the Credit Agreement, the Security Agreement and the Guaranty Agreement in certain respects as set forth herein, and Lenders have agreed to the foregoing, on the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

 

1.          Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

 

 

2.           Joinder; Inter-Lender Assignments.

 

(a)          Upon the effectiveness of this Amendment, New Lender (i) hereby joins the Credit Agreement as a Lender and shall have the rights and obligations of a Lender under the Loan Documents; (ii) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it will, independently and without reliance upon Agent or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (iv) confirms that it is an Eligible Transferee; (v) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 

(b)          Upon the effectiveness of this Amendment each Lender and each Exiting Lender (as defined below) hereby sells and assigns to each other Lender, without recourse, representation or warranty (except as set forth below), and each such Lender hereby purchases and assumes from each assigning Lender and Exiting Lender a percentage interest in the Revolver Commitment and Revolver Usage, as applicable, as may be required to reflect the allocation of Revolver Commitment and Revolver Usage set forth on Schedule C-1 hereto. Upon the effectiveness of this Amendment, the Lenders agree to make such inter-Lender wire transfers as may be required to give effect to the foregoing assignments and assumptions and, as a result of such assignments and assumptions, each Lender and Exiting Lender in accordance with this Section 2(b) shall be absolutely released from any obligations, covenants or agreements with respect to the Revolver Commitments and Revolver Usage so assigned. With respect to such Revolver Commitments and Revolver Usage so assigned, each assigning Lender and Exiting Lender makes no representation or warranty whatsoever, except that it represents and warrants that it is the legal and beneficial owner of the same, free and clear of any adverse claim. Each Person party to the Credit Agreement as a Lender immediately prior to the effectiveness of this Amendment that is not listed as a "Lender" on Schedule C-1 to the Credit Agreement, as amended hereby (each such Person, an "Exiting Lender"), shall upon the effectiveness of this Amendment, be deemed to have assigned all of its Revolver Usage and Revolver Commitments pursuant to this Section 2(b) to the Lenders listed on Schedule C-1 hereto as set forth above and each such Exiting Lender (i) shall no longer be a party to the Credit Agreement, (ii) relinquishes its rights under the Credit Agreement and other Loan Documents (except those surviving the termination of the Revolver Commitments and payment in full of the Obligations owing to such Exiting Lender), and (iii) is hereby released from its obligations under the Credit Agreement and other Loan Documents.

 

(c)          Nothing contained herein shall constitute a novation of any Obligation.

 

3.           Amendments to Credit Agreement. In reliance upon the representations and warranties of the Borrowers set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Credit Agreement is hereby amended as follows:

 

 

(a)          The parenthetical set forth in Section 2.1(c)(B) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(other than a Permitted Lien which is a permitted purchase money Lien or the interest of a lessor under a Capital Lease, Liens securing the Term Loan Indebtedness and subject to the Intercreditor Agreement or Liens securing any Additional Indebtedness and subject to the applicable intercreditor agreement)

 

(b)          The lead-in language to Section 2.4(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(ii)          At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied to the Obligations as follows:

 

(c)          Clause (y) of the second proviso in Section 2.4(e)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

and (y) in the case of the Term Priority Collateral, Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction unless, while the Term Loan Credit Agreement is in effect or any Additional Indebtedness is outstanding, such replacements, purchases and construction are permitted by the terms of the Term Loan Credit Agreement (as in effect on the date hereof, or in the case of the Net Cash Proceeds from the sale or other disposition of the Real Property Collateral located at 10498 North Vancouver Way, Portland, Oregon as may be consented by the requisite lenders party to the Term Loan Credit Agreement) and such agreements, instruments or documents delivered in connection with any Additional Indebtedness or, if the Term Loan Credit Agreement is no longer in effect and no Additional Indebtedness is outstanding, such Net Cash Proceeds are in excess of $1,500,000 in any given fiscal year.

 

(d)          The reference to "0.375%" in Section 2.10(b) of the Credit Agreement is hereby replaced with a reference to "0.25%" in lieu thereof.

 

(e)          Section 2.10(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

 

(c)          audit, appraisal, field examination, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per auditor, plus reasonable out-of-pocket expenses for each financial audit of the Loan Parties performed by personnel employed by Agent, (ii) if implemented, a fee of $1,000 per day, per applicable individual, plus reasonable out-of-pocket expenses for the establishment of electronic collateral reporting systems, and (iii) the actual charges paid or incurred by Agent if it elects to employ the services of one or more third Persons to perform financial audits of the Loan Parties, to establish electronic collateral reporting systems, or any portion thereof, or to appraise the Collateral consisting of Inventory, or any portion thereof or, to the extent required by applicable law, Real Property; provided, however, that (A) so long as no Event of Default shall have occurred and be continuing and (x) Borrowers have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount, Borrowers shall not be obligated to reimburse Agent for more than 1 audit during any calendar year, or (y) Borrowers have Excess Availability in an amount less than 15% of the Maximum Revolver Amount, Borrowers shall not be obligated to reimburse Agent for more than 2 audits during any calendar year, and (B) so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than 1 appraisal during any calendar year of each of the following types of Collateral: Inventory consisting of trailers and Inventory consisting of raw materials, parts and work-in-process; provided, further, however, that to the extent an Event of Default has occurred and is continuing, Borrowers shall be obligated to reimburse Agent for all fees and charges for each audit and appraisal during any calendar year.

 

(f)          A new Clause (j) is hereby added to Section 2.14 of the Credit Agreement at the end of such Section as follows:

 

(j)          Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to guaranty and otherwise honor all Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.14(j) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.14(j), or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.14(j) shall remain in full force and effect until payment in full of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.14(j) constitutes and this Section 2.14(j) shall be deemed to constitute a "keepwell, support or other agreement" for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act

 

(g)          Section 3.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

3.3          Maturity.

 

This Agreement shall continue in full force and effect for a term ending on the Maturity Date. The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice to Administrative Borrower upon the occurrence and during the continuation of an Event of Default.

 

 

(h)          Section 4.4(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(b)          Agent's Liens are validly created, perfected and first priority Liens, subject, with respect to their priority, only to Permitted Liens which are either permitted purchase money Liens, the interests of lessors under Capital Leases, Liens for taxes on real property that are not yet due and payable, Liens securing the Term Loan Indebtedness on Term Priority Collateral or Liens securing any Additional Indebtedness on Term Priority Collateral.

 

(i)          Section 4.10(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(a)          After giving effect to the Advances made hereunder and the Letters of Credit and Reimbursement Obligations to be issued hereunder, and the consummation of the other transactions contemplated hereby, including, without limitation, the consummation of the Closing Date Acquisition and the issuance of the Term Loan Indebtedness, the Permitted Convertible Notes and any Additional Indebtedness, the Loan Parties, on a consolidated basis, are Solvent.

 

(j)          The first sentence of Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Subject to Section 2.10(c), permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to conduct appraisals and valuations, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Administrative Borrower.

 

(k)          The proviso in clause (a) of Section 5.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

; provided that such joinder to the Guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Foreign Subsidiary, so long as such Subsidiary does not guaranty any of the Term Loan Indebtedness or any Additional Indebtedness,

 

(l)           Section 6.7(a)(i) of the Credit agreement is hereby amended by adding a new clause (E) to the end of such Section as follows:

 

or (E) any Additional Indebtedness, which is addressed in Section 6.7(a)(v).

 

 

(m)         Section 6.7(a)(ii)(A) of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(A)         the optional redemption or purchase for cash by Administrative Borrower of some or all of the Permitted Convertible Notes with the proceeds of any Additional Indebtedness.

 

(n)          Section 6.7(a) of the Credit Agreement is hereby amended by adding a new clause (v) to the end of such Section as follows:

 

(v) optionally or mandatorily pay, prepay, redeem, defease, purchase or otherwise acquire any or all of the Additional Indebtedness, except for (A) the mandatory prepayment of the Additional Indebtedness in connection with customary asset sales (or casualty or condemnation events) and change of control offers, in each case, to the extent permitted under the applicable intercreditor agreement, and (B) optional prepayments of any Additional Indebtedness from time to time, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) both immediately prior to, and immediately after giving effect to, the making of such optional prepayment, Excess Availability is not less than $35,000,000, or

 

(o)          Section 6.7(b)(i) of the Credit Agreement is hereby amended by adding a new clause (F) to the end of such Section as follows:

 

and (F) any Additional Indebtedness to the extent permitted pursuant to the terms of the applicable intercreditor agreement,

 

(p)          Clause (c) of Section 6.9 of the Credit Agreement is hereby amended by deleting the phrase "so long as both prior to, and immediately after giving effect to, the making of such Restricted Junior Payment, Excess Availability is not less than $35,000,000," at the end thereof and replacing it with the following:

 

so long as (i)(A) on a pro forma basis immediately after giving effect to the making of such Restricted Junior Payment, Borrower and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such Proposed Restricted Junior Payment, and (B) both immediately prior to, and immediately after giving effect to, the making of such proposed Restricted Junior Payment, Borrowers shall have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount, or (ii) both immediately prior to, and immediately after giving effect to, the making of such proposed Restricted Junior Payment, Borrowers shall have Excess Availability in an amount equal to or greater than 20% of the Maximum Revolver Amount,

 

 

(q)          Clause (f)(i) of Section 6.9 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(i)          the optional redemption or purchase for cash by Administrative Borrower of some or all of the Permitted Convertible Notes with the proceeds of any Additional Indebtedness.

 

(r)          Section 8.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

8.7         If there is (a) a default under or breach of the Permitted Convertible Notes, the Permitted Convertible Note Indenture or any other Permitted Convertible Notes Document, in each case after expiration of any applicable cure or grace period (and to the extent not waived pursuant to the terms thereof), (b) an "Event of Default" (as defined in the Term Loan Indebtedness Documents), (c) a default in one or more agreements to which a Loan Party, any of its Domestic Subsidiaries or any of its Material Foreign Subsidiaries is a party with one or more third Persons relative to a Loan Party's or any of such Subsidiaries' Indebtedness involving an aggregate amount of $15,000,000 or more, and, in the case of this clause (c), such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by the holders of the related Indebtedness, irrespective of whether exercised, to accelerate the maturity of such Loan Party's or such Subsidiary's obligations, or (d) a default under or breach of any agreements, instruments or documents delivered in connection with any Additional Indebtedness, in each case after expiration of any applicable cure or grace period (and to the extent not waived pursuant to the terms thereof); provided that no such event under the Term Loan Indebtedness Documents (other than a payment default) or any agreements, instruments or documents delivered in connection with any Additional Indebtedness (other than a payment default) shall constitute an Event of Default under this Section 8.7 until the earliest to occur of (x) the date that is thirty (30) days after such event or circumstance (but only if such event or circumstance has not been waived or cured), (y) the acceleration of the Term Loan Indebtedness or such Additional Indebtedness, as applicable, and (z) the exercise of any remedies by (1) the Term Loan Administrative Agent or collateral agent or any lenders holding Term Loan Indebtedness (or Refinancing Indebtedness in respect thereof) in respect of any Collateral or (2) any collateral agent or any lenders holding Additional Indebtedness (or Refinancing Indebtedness in respect thereof) in respect of any Collateral.

 

(s)          The parenthetical set forth in Section 8.10 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(subject to Permitted Liens which are permitted purchase money Liens, interests of a lessor under a Capital Lease, Liens securing the Term Loan Indebtedness on Term Priority Collateral or Liens securing any Additional Indebtedness on Term Priority Collateral)

 

 

(t)          The table set forth in the definition of "Base Rate Margin" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Level		Monthly Average Excess Availability		Base Rate Margin
I		If the Monthly Average Excess Availability is greater than $60,000,000		50 percentage points
II		If the Monthly Average Excess Availability is greater than $30,000,000 and less than or equal to $60,000,000		75 percentage points
III		If the Monthly Average Excess Availability is less than or equal to $30,000,000		100 percentage points

 

(u)          The definition of "Change of Control" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

"Change of Control" means that (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40%, or more, of the Stock of Administrative Borrower having the right to vote for the election of members of the Board of Directors, (b) Administrative Borrower fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party, or (c) any "change in control" or "change of control" or terms or circumstances of similar import occurs under the Term Loan Indebtedness Documents, the Permitted Convertible Notes Documents or any agreements, instruments or documents delivered in connection with any Additional Indebtedness.

 

(v)         The definition of "Continuing Director" contained on Schedule 1.1 to the Credit Agreement is hereby deleted.

 

(w)        The reference to "12.5%" set forth in the definition of "Financial Covenant Trigger Event" contained on Schedule 1.1 to the Credit Agreement is hereby replaced with a reference to "10.0%" in lieu thereof.

 

(x)         The definition of "LIBOR Rate" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

"LIBOR Rate" means the greater of (a) rate per annum appearing on Bloomberg L.P.'s (the "Service") Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrowers in accordance with the Agreement, which determination shall be conclusive in the absence of manifest or demonstrable error and (b) zero.

 

 

(y)         The table set forth in the definition of "LIBOR Rate Margin" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

Level		Monthly Average Excess Availability		LIBOR Rate Margin
I		If the Monthly Average Excess Availability is greater than $60,000,000		150 percentage points
II		If the Monthly Average Excess Availability is greater than $30,000,000 and less than or equal to $60,000,000		175 percentage points
III		If the Monthly Average Excess Availability is less than or equal to $30,000,000		200 percentage points

 

(z)          The definition of "Maturity Date" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

"Maturity Date" shall mean June 4, 2020; provided that if the Permitted Convertible Notes (and any Refinancing Indebtedness in respect thereof) are not converted, redeemed, repurchased or refinanced in full on or before the date that is 121 days prior to the maturity date of the Permitted Convertible Notes pursuant to one or more transactions permitted under this Agreement, such that the maturity date in respect of the Permitted Convertible Notes (and any Refinancing Indebtedness in respect thereof) is not at least 121 days after the Maturity Date, the Maturity Date shall be the date that is 121 days prior to the maturity date of the Permitted Convertible Notes (such date, the "Springing Maturity Date"); provided further, that no Springing Maturity Date shall be deemed to occur if on the Springing Maturity Date and at all times following the Springing Maturity Date until the Permitted Convertible Notes (and any permitted Refinancing Indebtedness in respect thereof, the maturity date of which is not at least 121 days after the Maturity Date) are converted, redeemed, repurchased or refinanced in full, (a) the Borrower maintains Liquidity of not less than $125,000,000 and (b) after giving pro forma effect to such conversion, redemption, repurchase or refinance of the Permitted Convertible Notes, Excess Availability would be at least $25,000,000.

 

(aa)       The reference to "$150,000,000" set forth in the definition of "Maximum Revolver Amount" contained on Schedule 1.1 to the Credit Agreement is hereby replaced with a reference to "$175,000,000" in lieu thereof.

 

 

(bb)       The definition of "Obligations" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

"Obligations" means, without duplication, (a) all loans (including the Advances (inclusive of Protective Advances and Swing Loans)), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Reimbursement Undertakings or with respect to Letters of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by any Loan Party pursuant to or evidenced by the Agreement or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that any Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, (b) all debts, liabilities, or obligations (including reimbursement obligations, irrespective of whether contingent) owing by any Borrower or any other Loan Party to an Underlying Issuer now or hereafter arising from or in respect of Underlying Letters of Credit, and (c) all Bank Product Obligations; provided, that anything to the contrary contained in the foregoing notwithstanding, the Obligations shall not include any Excluded Swap Obligations. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

 

(cc)       Clause (c) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

 

(c) (i)    (A) Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Borrowers and Agent created by adding the historical combined financial statements of Borrowers (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition), Borrowers and their Subsidiaries (1) would have been in compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition (including, without limitation, Borrowers and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for such period), and (2) are projected to be in compliance with the financial covenants in Section 7 for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition (including, without limitation, Borrowers and their Subsidiaries would have a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0 for such period), and (B) Borrowers shall have Excess Availability in an amount equal to or greater than 15% of the Maximum Revolver Amount both immediately prior to, and immediately after giving effect to, the consummation of the proposed Acquisition, or (ii) Borrowers shall have Excess Availability in an amount equal to or greater than 20% of the Maximum Revolver Amount both immediately prior to, and immediately after giving effect to, the consummation of the proposed Acquisition,

 

(dd)       Clause (e) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(e)          [Reserved],

 

(ee)        Clause (k) set forth in the definition of "Permitted Acquisition" contained on Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(k)          such Acquisition shall not be prohibited under either the Term Loan Indebtedness Documents or any agreement, instrument or document delivered in connection with any Additional Indebtedness or Agent shall have received evidence that the requisite number of lenders under the Term Loan Indebtedness Documents and such agreements, instruments or documents delivered in connection with any Additional Indebtedness, as applicable, have consented to such Acquisition.

 

(ff)         Clause (r) set forth in the definition of "Permitted Indebtedness" contained in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety as follows:

 

(r)          Term Loan Indebtedness and Additional Indebtedness in an aggregate principal amount not to exceed (i) $375,000,000, less the aggregate amount of Revolver Increases under this Agreement, plus (ii) the amount of obligations in respect of (A) Secured Hedge Obligations and (B) Secured Cash Management Obligations (in the case of each of the foregoing clauses (A) and (B), as defined in the Term Loan Agreement) at any time outstanding, in each case, and any Refinancing Indebtedness in respect of such Indebtedness,

 

 

(gg)      The definition of "Permitted Liens" contained in Schedule 1.1 to the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (u) therein, deleting the "." and adding "; and" at the end of clause (v) therein and adding the following new clause (w) at the end of such Section as follows:

 

(w)        Liens on Collateral securing Additional Indebtedness and any Refinancing Indebtedness in respect thereof; provided that any such Liens (i) are subordinated to the Liens on ABL Priority Collateral securing the Obligations on terms consistent with the Intercreditor Agreement or otherwise reasonably acceptable to Agent, (ii) do not encumber any property or assets of the Borrowers or any Subsidiary other than the Collateral and (iii) are subject to the Intercreditor Agreement as "Junior Lien Obligations" or "Other Pari Passu Lien Obligations" (as such terms are defined in the Intercreditor Agreement) or an intercreditor agreement in form and substance reasonably acceptable to Agent.

 

(hh)       Clauses (a) and (b) of the definition of "Refinancing Indebtedness" contained in Schedule 1.1 to the Credit Agreement are hereby amended and restated in their entirety as follows:

 

(a)          except in the case of Term Loan Indebtedness or any Additional Indebtedness and, in each case, any refinancing, replacement, renewal of extension thereof, such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon (including without limitation, in the case of the redemption, conversion or purchase of Permitted Convertible Notes, any amounts required to satisfy in full any payment obligations of the Administrative Borrower in connection therewith) and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto,

 

(b)          except in the case of Term Loan Indebtedness or any Additional Indebtedness and, in each case, any refinancing, replacement, renewal of extension thereof, such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders

 

 

(ii)         The definition of "Refinancing Indebtedness" contained in Schedule 1.1 to the Credit Agreement is hereby amended by deleting the word "and" at the end of clause (e) therein, deleting the "." and adding "; and" at the end of clause (f) therein and adding the following new clause (g) at the end of such definition as follows

 

(g)          in the case of any Additional Indebtedness and any refinancing, replacement, renewal or extension thereof, such refinancings, replacements, renewals or extensions are made in compliance with the terms of the applicable intercreditor agreement.

 

(jj)         The definitions "Additional Indebtedness", "Additional Indebtedness FCCR Condition", "Commodity Exchange Act", "Excluded Swap Obligation", "Liquidity", "Qualified ECP Guarantor" "Springing Maturity Date" and "Swap Obligation" are hereby added to Schedule 1.1 to the Credit Agreement in their appropriate alphabetical as follows:

 

"Additional Indebtedness" shall mean secured Indebtedness incurred by the Administrative Borrower to prepay, redeem, defease or repurchase all or a portion of the Permitted Convertible Notes and any permitted Refinancing Indebtedness in respect thereof which has a final maturity date at least 121 days after the Maturity Date and is on such other terms and conditions that (x) taken as a whole, are not more restrictive to the Borrowers and each other Loan Party and their Subsidiaries than either (I) the terms and conditions of the Term Loan Indebtedness or (II) customary market terms and conditions for Indebtedness of such type, as determined in the good faith judgment of (1) so long as Borrowers can demonstrate to Agent a projected pro forma Fixed Charge Coverage Ratio for the 12-month period beginning on the first day of the first full calendar month following the date of the incurrence of such Indebtedness of not less than 1.20 : 1.00 (the "Additional Indebtedness FCCR Condition"), Borrowers (it being agreed that (a) the conditions set forth in this clause (x)(1) shall be satisfied by the delivery to Agent of a certificate of the chief financial officer of Administrative Borrower certifying as to such determination and the projected pro forma calculation of the Fixed Charge Coverage Ratio and (b) so long as Borrowers satisfy the Additional Indebtedness FCCR Condition, the requirement that the terms and conditions of such Additional Indebtedness, taken as a whole, are not more restrictive to the Borrowers and each other Loan Party and their Subsidiaries than either (I) the terms and conditions of the Term Loan Indebtedness or (II) customary market terms and conditions for Indebtedness of such type, shall not apply to the economic terms of such Indebtedness such as interest rates and redemption premiums), or (2) in the event that Borrowers cannot satisfy the conditions in clause (x)(1) above, Agent, or (y) are otherwise reasonably satisfactory to Agent; provided that at the time of the incurrence of such Indebtedness, no Default or Event of Default has occurred and is continuing or would result therefrom.

 

"Additional Indebtedness FCCR Condition" has the meaning specified therefor in the definition of Additional Indebtedness.

 

 

"Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

 

"Excluded Swap Obligation" means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure the guaranty of, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.

 

"Liquidity" shall mean, as of any date, the sum of (a) Qualified Cash on such date (i) not subject to any Liens other than Permitted Liens permitted by clauses (a), (s) and (w) of the definition thereof and (ii) not subject to legal or contractual obligations to be used for a particular purpose plus (b) Availability on such date minus (c) the amount necessary to fully redeem the Permitted Convertible Notes on such date.

 

"Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 

"Springing Maturity Date" has the meaning specified therefor in the definition of "Maturity Date".

 

"Swap Obligation" means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.

 

(kk)         Schedule C-1 and Schedules 4.6(a), 4.6(b), 4.6(c), 4.12, 4.13, 4.15, 4.17 and 4.29 to the Credit Agreement are hereby amended and restated in their entirety as attached hereto as Schedule C-1 and Schedules 4.6(a), 4.6(b), 4.6(c), 4.12, 4.13, 4.15, 4.17, and 4.29, respectively.

 

 

 

4.           Amendments to Security Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Security Agreement is hereby amended as follows:

 

(a)          The definition of "Secured Obligations" set forth in Section 1(vv) of the Security Agreement as follows:

 

(vv)      "Secured Obligations" means each and all of the following: (a) all of the present and future obligations of each of the Grantors arising from, or owing under or pursuant to, this Agreement, the Credit Agreement, or any of the other Loan Documents (including any Guaranty), (b) all Bank Product Obligations, and (c) all other Obligations of any Borrower (including, in the case of each of clauses (a), (b) and (c), reasonable attorneys' fees and expenses and any interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding); provided that, anything to the contrary contained in the foregoing notwithstanding, the Secured Obligations of the Guarantors shall exclude any Excluded Swap Obligation.

 

(b)          The reference to "15%" set forth in clause (b) of the definition of "Triggering Event" in Section 1(eee) of the Security Agreement is hereby deleted and replaced with "12.5%" in lieu thereof.

 

(c)          The two references to "15%" set forth in clause (2) of the definition of "Triggering Event Termination Condition" in Section 6(k)(ii) of the Security Agreement are hereby deleted and replaced with "12.5%" in lieu thereof.

 

5.            Amendment to Guaranty Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Guaranty Agreement is hereby amended as follows:

 

(a)          The following proviso is added to the end of the definition of "Guarantied Obligations" set forth in Section 1(a) of the Guaranty Agreement:

 

; provided that, anything to the contrary contained in the foregoing notwithstanding, the Guarantied Obligations shall exclude any Excluded Swap Obligation.

 

(b)          A new Section 27 is hereby added to the Guaranty Agreement in its entirety as follows:

 

 

27.         Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to guaranty and otherwise honor all Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 27 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 27, or otherwise under the Loan Documents, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 27 shall remain in full force and effect until payment in full of the Guarantied Obligations. Each Qualified ECP Guarantor intends that this Section 27 constitutes and this Section 27 shall be deemed to constitute a "keepwell, support or other agreement" for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

 

6.          Continuing Effect. Except as expressly set forth in Sections 3, 4 and 5 of this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement, the Security Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement, the Security Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby. In furtherance of the foregoing, the parties hereto agree that the increase in the Maximum Revolver Amount set forth in this Amendment shall not constitute a Revolver Increase pursuant to Section 2.2 of the Credit Agreement.

 

7.          Reaffirmation and Confirmation. Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement, the Security Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of such Loan Party, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement, the Security Agreement or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by each Loan Party in all respects.

 

8.          Conditions to Effectiveness. This Amendment shall become effective upon the satisfaction of each of the following conditions precedent:

 

(a)         Agent shall have received a copy of this Amendment executed and delivered by Agent, the Lenders and the Loan Parties (with original copies of this Amendment to follow promptly thereafter), together with each of the additional documents, instruments and agreements listed on the closing checklist attached hereto as Exhibit A;

 

(b)         Borrowers shall have paid to Agent the closing fees set forth in the Amendment Fee Letter of even date herewith; and

 

(c)         no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.

 

 

9.           Representations and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants to Agent and Lenders that:

 

(a)          after giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which such Loan Party is a party are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);

 

(b)          no Default or Event of Default has occurred and is continuing or will exist after this Amendment becomes effective; and

 

(c)          this Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of such Loan Party and are enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.

 

10.         Post-Closing Covenants. Each Borrower agrees, (i) within sixty (60) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) original fully executed and notarized recordable amendments to the Mortgages for the Real Property Collateral, (b) if available at commercially reasonable rates, a date down endorsement to Agent's loan policy of title insurance pertaining to each Mortgage for the Real Property Collateral, covering the recording of each amendment described in clause (a) of this Section 10, (c) payment of all fees, costs, title premiums and recording taxes required to be paid in connection with the documents described in clauses (a) and (b) of this Section 10 and (d) fully executed Control Agreements with respect to account numbers (1) 9600144326, 4124386350, 4686802968, 9641481727, 9673451218, 9675451117 and ###-###-#### maintained at Wells Fargo, (2)  ###-###-####, 4522308336, 4522308433, 4522308468, 4522308441 and ###-###-#### maintained at RBS Citizens, N.A, (3)  ###-###-#### maintained at Capital One Bank and (4) 0020665260 maintained at BMO Harris Bank and (ii) within thirty (30) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) a lender's loss payable endorsement in favor of Agent on property insurance policy number US00071471PR15A issued by XL Insurance Company Inc., together with a list of the covered real property locations and (b) a notice of cancellation endorsement in favor of Agent on general liability policy number 79963080 issued by Chubb Custom Insurance Company, providing for prior written notice to Agent of the exercise of any right of cancellation of not less than 30 days' (10 days' in the case of non-payment). Notwithstanding any provision of the Credit Agreement or any other Loan Document to the contrary, the parties hereto agree that (i) to the extent that the failure of the Borrowers to deliver any of the items set forth in this Section 10 on the date hereof would otherwise cause any representation, warranty or covenant in the Credit Agreement, this Amendment or any other Loan Document to be in breach, or any Default or Event of Default to exist, the Lenders hereby waive such breach, Default or Event of Default for the period from the date hereof until the first date on which such item is required to be delivered pursuant to this Section 10 and (ii) the failure of the Borrowers to deliver any of the items set forth in this Section 10 within the time period required with respect to such item shall result in an immediate Event of Default under the Credit Agreement.

 

 

11.         Miscellaneous.

 

(a)          Expenses. Each Borrower agrees to pay, promptly after demand therefor is made by Agent, all reasonable and documented costs and expenses of Agent (including reasonable attorneys fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and each of the Credit Agreement and the Security Agreement as amended hereby.

 

(b)          Choice of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the Credit Agreement, the Security Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.

 

(c)          Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

 

12.          Release.

 

(a)          In consideration of the agreements of Agent, Lenders and Exiting Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent, Exiting Lenders and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender, each Exiting Lender and all such other Persons being hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims") of every name and nature, both at law and in equity, which Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.

 

 

(b)          Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

 

(c)          Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

 

	BORROWERS:
	WABASH NATIONAL CORPORATION,
	a Delaware corporation
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title:  Senior Vice President & Chief Financial Officer

 

	WABASH NATIONAL, L.P.,
	a Delaware limited partnership
	By:	Wabash National Trailer Centers, Inc.,
		Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title:  Treasurer

 

	WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas corporation
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title:  Treasurer & Vice President

 

	TRANSCRAFT CORPORATION,
	a Delaware corporation
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title:   Treasurer & Vice President

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	WALKER GROUP HOLDINGS LLC,
	a Texas limited liability company
	By:	Wabash National, L.P.,
		Its Sole Member
		By:	Wabash National Trailer Centers, Inc.,
			Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	BULK SOLUTIONS LLC, a Texas limited liability company
	By:	Walker Group Holdings LLC,
		Its Sole Member
		By:	Wabash National, L.P.,
			Its Sole Member
			By:	Wabash National Trailer Centers, Inc.,
				Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	GARSITE/PROGRESS LLC, a Texas limited liability company
	By:	Walker Group Holdings LLC,
		Its Sole Member
		By:	Wabash National, L.P.,
			Its Sole Member
			By:	Wabash National Trailer Centers, Inc.,
				Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	WALKER STAINLESS EQUIPMENT COMPANY LLC, a Delaware limited liability company
	By:	Walker Group Holdings LLC,
		Its Sole Member
		By:	Wabash National, L.P.,
			Its Sole Member
			By:	Wabash National Trailer Centers, Inc.,
				Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	BRENNER TANK LLC, a Wisconsin limited liability company
	By:	Walker Group Holdings LLC,
		Its Sole Member
		By:	Wabash National, L.P.,
			Its Sole Member
			By:	Wabash National Trailer Centers, Inc.,
				Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	BRENNER TANK SERVICES LLC, a Wisconsin limited liability company
	By:	Brenner Tank LLC,
		Its Sole Member
		By:	Walker Group Holdings LLC,
			Its Sole Member
		By:	Wabash National, L.P.,
				Its Sole Member
			By:	Wabash National Trailer Centers, Inc.,
				Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	GUARANTORS:
	CLOUD OAK FLOORING COMPANY, INC.
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer & Vice President

 

	NATIONAL TRAILER FUNDING, L.L.C.
	By:	Wabash National Trailer Centers, Inc.,
		Its Sole Member

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	WABASH NATIONAL MANUFACTURING, L.P. (f/k/a Wabash National Lease Receivables, LP)
	By:	Wabash National Corporation,
		Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Senior Vice President & Chief Financial Officer

 

	CONTINENTAL TRANSIT CORPORATION
	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	WABASH NATIONAL SERVICES, L.P.
	By:	Wabash National Trailer Centers, Inc.,
		Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

	FTSI DISTRIBUTION COMPANY, L.P.
	By:	Wabash National Trailer Centers, Inc.,
		Its General Partner

 

	By:	/s/ Jeffery L. Taylor
	Name: Jeffery L. Taylor
	Title: Treasurer

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	AGENT:
	WELLS FARGO CAPITAL FINANCE, LLC
	By:	/s/ Dan Laven
	Title: V.P.

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	LENDERS:
	WELLS FARGO CAPITAL FINANCE, LLC
	By:	/s/ Dan Laven
	Title: V.P.

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as a Lender
	By:	/s/ Kimberly A. Crotty
	Title: SVP

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	BMO HARRIS BANK N.A., as a Lender
	By:	/s/ Quinn Heiden
	Title: Director

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	PNC BANK, NATIONAL ASSOCIATION, as "New Lender" and as a Lender
	By:	/s/ Josh D. Stehlin
	Title: Senior Vice President

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	Agreed and acknowledged solely for purposes of Section 2(b) and Section 12:
	CAPITAL ONE LEVERAGE FINANCE CORPORATION, as an Exiting Lender
	By:	/s/ Eustachio Bruno
	Title: Director

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	Agreed and acknowledged solely for purposes of Section 2(b) and Section 12:
	GENERAL ELECTRIC CAPITAL CORPORATION, as an Exiting Lender
	By:	/s/ Thomas Sullivan
	Title: Duly Authorized Signatory

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

	Agreed and acknowledged solely for purposes of Section 2(b) and Section 12:
	GE CAPITAL FINANCIAL INC., as an Exiting Lender
	By:	/s/ Woodrow Broaders Jr.
	Name: Woordrow Broaders Jr.

 

Signature Page to Joinder and First Amendment to Amended and Restated Credit Agreement,

First Amendment to Amended and Restated Security Agreement and First Amendment to Amended and Restated Guaranty Agreement

 

 

Schedule C-1

 

Commitments

 

Lender		Revolver Commitment				Total Commitment
Wells Fargo Capital Finance, LLC		$	66,000,000			$	66,000,000
Citizens Business Capital, a division of Citizens Asset Finance, Inc.		$	58,000,000			$	58,000,000
BMO Harris Bank N.A.		$	29,000,000			$	29,000,000
PNC Bank, National Association		$	22,000,000			$	22,000,000
All Lenders		$	175,000,000			$	175,000,000

 

 

Schedule 4.6(a)

 

States of Organization

 

Name		Jurisdiction of Organization
Wabash National Corporation		DE
Wabash National, L.P.		DE
Wabash Wood Products, Inc.		AR
Transcraft Corporation		DE
Wabash National Trailer Centers, Inc.		DE
Cloud Oak Flooring Company, Inc.		AR
Wabash National Manufacturing, L.P.		DE
Wabash National Services, L.P.		DE
FTSI Distribution Company, L.P.		DE
National Trailer Funding, L.L.C.		DE
Continental Transit Corporation		IN
Walker Group Holdings LLC		TX
Brenner Tank LLC		WI
Brenner Tank Services LLC		WI
Garsite/Progress LLC		TX
Walker Stainless Equipment Company LLC		DE
Bulk Solutions LLC		TX
Wabash International Holdings, Inc.		DE
WNC Receivables Management Corp.		DE
WNC Receivables, LLC		DE
Wabash Financing LLC		DE
Wabash UK Holdings Limited		United Kingdom

 

 

Extract Technology Limited		United Kingdom
Extract Technology Pte. Ltd.		Singapore
Bulk Services, S. de R.L. de C.V.		Mexico
Bulk Tank International, S. de R.L. de C.V.		Mexico
Bulk Systems Mexico, S. de R.L. de C.V		Mexico

 

 

Schedule 4.6(b)

 

Chief Executive Offices

 

Entity		Address of Chief Executive Office
Wabash National Corporation Wabash National Trailer Centers, Inc. Wabash National, L.P. Wabash National Services, L.P. Continental Transit Corporation FTSI Distribution Company, L.P. Wabash National Manufacturing, L.P. National Trailer Funding, L.L.C. Wabash International Holdings, Inc. WNC Receivables Management Corp. WNC Receivables, LLC Wabash Financing LLC		P.O. Box 6129 Lafayette, Indiana 47903   1000 Sagamore Parkway South Lafayette, Indiana 47905
Wabash Wood Products, Inc.		P.O. Box 597, 339 Industrial Park Rd. Harrison, Arkansas 72601
Transcraft Corporation		489 International Drive Cadiz, Kentucky 42211
Cloud Oak Flooring Company, Inc.		P.O. Box 540, 606 East Center Street Sheridan, Arkansas 72150
Walker Group Holdings LLC Garsite/Progress LLC Walker Stainless Equipment Company LLC		625 W. State Street New Lisbon, WI 53950
Brenner Tank LLC Brenner Tank Services LLC		450 Arlington Avenue, P.O. Box 670 Fond du Lac, WI 54935
Bulk Solutions LLC Bulk Services, S. de R.L. de C.V. Bulk Tank International, S. de R.L. de C.V. Bulk Systems Mexico, S. de R.L. de C.V		Carretera QRO-SLP km. 58 Parque Industrial Opcion San Jose Iturbide GTO 37890
Extract Technology Limited Extract Technology Pte Ltd. Wabash UK Holdings Limited		Bradley Junction Industrial Estate Leeds Road, HD2 1UR Huddersfield, West Yorkshire, UK

 

 

Schedule 4.6(c)

 

Organizational Identification Numbers

 

Entity		Organizational I.D. Number		Tax I.D. Number
Wabash National Corporation		2273455		52-1375208
Wabash National, L.P.		3067889		35 ###-###-####
Wabash Wood Products, Inc.		AR100160973		71-0812121
Transcraft Corporation		3014313		13 ###-###-####
Wabash National Trailer Centers, Inc.		2735206		35 ###-###-####
Cloud Oak Flooring Company, Inc.		AR100108157		71-0747690
Wabash National Manufacturing, L.P.		3277493		43-1900264
Wabash National Services, L.P.		3066179		35 ###-###-####
FTSI Distribution Company, L.P.		3132296		35 ###-###-####
National Trailer Funding, L.L.C.		3107585		36 ###-###-####
Continental Transit Corporation		198508-844		35-1652755
Wabash International Holdings, Inc.		5139932		45 ###-###-####
Walker Group Holdings LLC		800701712		37-1528973
Brenner Tank LLC		B045510		39 ###-###-####
Brenner Tank Services LLC		B045781		39 ###-###-####
Garsite/Progress LLC		800774304		75 ###-###-####
Walker Stainless Equipment Company LLC		2544919		41 ###-###-####
Bulk Solutions LLC		801023526		80-0256391
WNC Receivables Management Corp.		3508223		47-0858177
WNC Receivables, LLC		3508224		47-0858184
Wabash Financing LLC		3436042		35 ###-###-####

 

 

Schedule 4.12

 

Environmental Matters

 

New Lisbon, WI. Residual volatile organic compound (“VOC”) contamination is present onsite and offsite from a historical release of chlorinated solvents onsite that received closure in 2005. There is no indication that vapor intrusion surveys were conducted as part of closure activities. The state could require vapor intrusion surveys in the future or the Company could incur tort liability associated with vapor intrusion. ERM Consulting and Engineering Inc. (“ERM”) estimated costs for the Most Likely Case (MLC)¹ at $400,000 and the Reasonable Worst Case (RWC)² at $800,000 for these issues over a period of 2-5 years.

 

Guanajuato, Mexico. From 2000 to early 2012, the site disposed of hazardous wastes as non-hazardous waste. ERM estimated costs for the MLC at $125,000 and the RWC at $750,000 to address these issues over a period of 1-5 years.

 

Fond du Lac, WI. Areas of concern at the site include floor drains in manufacturing areas, hazardous materials and petroleum storage, former machine pits, spray paint booth, sand blasting area, and a former railroad. In 1986 the site was impacted by a petroleum release from an adjacent gas station. It is not known if this release has received closure. A former gas station located onsite received closure in 1996 but it is unclear if all tanks were removed. ERM estimated costs for the MLC at $250,000 and the RWC at $1,000,000 to address these issues over a period of 5-10 years.

 

Kansas City, KS. Areas of concern include tank testing operations, onsite disposal of sandblast material, a paint shop floor drain that discharged to the storm water system, management of test stand and test pad effluent, industrial discharges from the maintenance shop to a septic tank, floor drains in the main production building, abandoned USTs, and a 2008 fire that destroyed the tank testing building. A 1999 investigation of the tank testing area identified petroleum contamination in soil above applicable standards and a 2008 investigation found petroleum, VOCs, and semi-VOCs in soil above current residential and in some instances non-residential standards. ERM estimated costs for the MLC at $100,000 and the RWC at $500,000 to address these issues over a period of 5-10 years.

 

Former Facility, 610 & 636 Adams St. and 15 Kansas Ave., Kansas City, KS. A 1995 investigation identified soil and groundwater impacts, including arsenic, petroleum hydrocarbons, a phthalate, metals, and low concentrations of chlorinated solvents. ERM estimated costs for the MLC at $250,000 and for the RWC at $500,000 over a period of five to ten years.

 

¹ The MLC represents an optimal scenario and assumes that no regulatory triggers for further assessment or remediation exist unless specifically stated. Typically, the MLC scenario covers costs that will likely be expended to investigate an issue, and assumes that costly additional issues will not arise from the investigation. The MLC does not take into account mitigating factors such as legal indemnities or third-party responsibility. In addition, ERM did not include fines, penalties or expenses associated with legal claims in its cost estimates.

² The RWC represents a reasonably foreseeable worst case scenario for known and potential issues, based on currently available information. This scenario assumes that additional costs over and above the MLC costs would be expended to address issues and also makes assumptions regarding reasonably foreseeable actions that may be required to address known or suspected environmental issues. The RWC does not, however, consider an absolute worst case scenario, which could be up to an order of magnitude higher than the RWC for any given issue or at any given site. It should be noted that the RWC does not take into account mitigating factors such as legal indemnities or third-party responsibility. In addition, ERM did not include fines, penalties or expenses associated with legal claims in its cost estimates.

 

 

Environmental Liens

 

New Lisbon, Wisconsin

 

This property has residual VOC soil and groundwater contamination, which required registration of the residual groundwater plume and a deed restriction. The deed restriction requires maintenance and yearly inspection of impervious surfaces where contamination is documented. Future earthmoving activities in the area of contamination require screening of soil for contamination and precautions to protect workers from direct exposure to contamination.

 

Fond du Lac, Wisconsin

 

The Fond du Lac, Wisconsin site is subject to a groundwater use restriction that was instituted as part of remediation of a solvent release at the adjacent former RB Royal site.  The RB Royal site received closure from WDNR in 2003.  The Fond du Lac site receives its water supply from the City of Fond du Lac.

 

Mauston, Wisconsin

 

In 2001, metals and petroleum were identified in soil near the onsite septic field. The site was entered into the Wisconsin Environmental Repair Program (WI ERP) and in 2002 the WDNR issued a closure letter with a deed restriction of proper management of impacted material if excavated.

 

 

Schedule 4.13

 

Intellectual Property

 

Below is a listing of all material trademarks, trade names, copyrights, patents, and licenses as to which any Borrower or one of its Subsidiaries is the owner or is an exclusive licensee.

 

Trademark Registrations/Applications

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
BRENNER		Brenner Tank LLC		Mexico		Registered		455536		697446
BRENNER		Brenner Tank LLC		United States of America		Registered		76-051989		2584454
BRENNER		Brenner Tank LLC		Canada		Registered		1074987		602042
BRENNER		Brenner Tank LLC		United States of America		Registered		77-514373		3575671
SHAKERTANK		Brenner Tank LLC		United States of America		Registered		78-910314		3478227
TST		Garsite/Progress LLC		United States of America		Registered		76-019328		2437131
TST OVER 100 YEARS OF EXPERIENCE SERVICING YOU & Design		Garsite/Progress LLC		United States of America		Registered		76-019709		2444400

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
524		Transcraft Corporation		United States of America		Registered		77-548148		3594651
724		Transcraft Corporation		United States of America		Registered		77-548149		3594652
B Design		Transcraft Corporation		United States of America		Registered		77-547031		3716481
BENSON		Transcraft Corporation		United States of America		Registered		77-547110		3638140
BENSON		Transcraft Corporation		Mexico		Registered		989193		1113433
BENSON		Transcraft Corporation		Mexico		Registered		989193		1113433
BENSON		Transcraft Corporation		Canada		Registered		1427425		786550
DESIGN		Transcraft Corporation		United States of America		Registered		74-652884		2022972
DESIGN		Transcraft Corporation		Mexico		Registered		989191		1136500
DESIGN		Transcraft Corporation		Mexico		Registered		989191		1136500
DESIGN		Transcraft Corporation		Canada		Registered		1427426		772825

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
IWT		Transcraft Corporation		United States of America		Registered		77-548145		3594650
MOAT		Transcraft Corporation		United States of America		Registered		77-548157		3594654
SUPER-BEAM		Transcraft Corporation		United States of America		Registered		74-381525		1812055
SUPER-BEAM		Transcraft Corporation		Mexico		Registered		179272		448174
SUPER-BEAM		Transcraft Corporation		Canada		Registered		n/a		440538
TRANSCRAFT		Transcraft Corporation		Canada		Registered		699152		411881
TRANSCRAFT		Transcraft Corporation		Mexico		Registered		179271		464131
TRANSCRAFT		Transcraft Corporation		United States of America		Registered		75-623607		2319011
TRANSCRAFT		Transcraft Corporation		United States of America		Registered		76-386313		2677629
TRANSCRAFT D-EAGLE		Transcraft Corporation		United States of America		Registered		76-341486		2651789
TRANSCRAFT EAGLE		Transcraft Corporation		United States of America		Registered		74-133824		1692844

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
TRANSCRAFT EAGLE		Transcraft Corporation		Canada		Registered		n/a		418885
TRANSCRAFT EAGLE		Transcraft Corporation		Mexico		Registered		180739		449105
TRANSCRAFT EAGLE II		Transcraft Corporation		United States of America		Registered		76-341481		2639285
AeroFin		Wabash National, L.P.		United States of America		Filed		86-539590		n/a
AeroFin		Wabash National, L.P.		Canada		Filed		1716787		n/a
Aeroskirt CX		Wabash National, L.P.		United States of America		Filed		86-559251		n/a
Aeroskirt CX		Wabash National, L.P.		Canada		Filed		1718774		n/a
AEROTANK		Wabash National, L.P.		Canada		Registered		1434153		862706
AEROTANK		Wabash National, L.P.		United States of America		Registered		77-598016		3729678
ARCTIC LITE		Wabash National, L.P.		United States of America		Registered		76-408325		2744682
ARCTICLITE		Wabash National, L.P.		Australia		Registered		1443764		1443764
BEALL		Wabash National, L.P.		United States of America		Registered		77-783118		1623529

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
BEALL		Wabash National, L.P.		Canada		Registered		0743805		569077
BEALL		Wabash National, L.P.		Mexico		Registered		709477		919564
BEALL and Design		Wabash National, L.P.		Canada		Registered		0743786		448847
BEALL and Design		Wabash National, L.P.		United States of America		Registered		74-521646		1958326
BEALL and Design		Wabash National, L.P.		Mexico		Registered		709478		919565
COUPLERMATE		Wabash National, L.P.		United States of America		Registered		73-769697		1547270
DURAPLATE		Wabash National, L.P.		United States of America		Registered		75-113440		2177280
DURAPLATE		Wabash National, L.P.		United States of America		Registered		76-017487		2553821
DURAPLATE		Wabash National, L.P.		Mexico		Registered		651702		839457
DURAPLATE		Wabash National, L.P.		United States of America		Registered		76-577873		3010104
DURAPLATE		Wabash National, L.P.		Mexico		Registered		651703		910358
DURAPLATE		Wabash National, L.P.		Canada		Registered		1213297		677550

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
DURAPLATE		Wabash National, L.P.		Australia		Registered		1443763		1443763
DURAPLATE		Wabash National, L.P.		European Community		Registered		10256451		10256451
DURAPLATE AEROSKIRT		Wabash National, L.P.		United States of America		Registered		77-685287		3785939
DURAPLATE AEROSKIRT		Wabash National, L.P.		Mexico		Registered		1024934		1171480
DURAPLATE AEROSKIRT		Wabash National, L.P.		Mexico		Registered		1024934		1171480
DURAPLATE AEROSKIRT		Wabash National, L.P.		Canada		Registered		1447133		794030
DURAPLATE AEROSKIRT CX		Wabash National, L.P.		United States of America		Filed		86539629		n/a
DURAPLATE HD		Wabash National, L.P.		Mexico		Registered		749392		920312
DURAPLATE HD		Wabash National, L.P.		Mexico		Registered		749392		920312
DURAPLATE HD		Wabash National, L.P.		United States of America		Registered		78-704457		3141656
DURAPLATE HD		Wabash National, L.P.		Canada		Registered		1278835		695747
DURAPLATE XD-35		Wabash National, L.P.		Mexico		Registered		1209772		1338590
DURAPLATE XD-35		Wabash National, L.P.		United States of America		Registered		85-413845		4365299

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
DURAPLATE XD-35		Wabash National, L.P.		Canada		Registered		1542374		888280
EZ SERIES		Wabash National, L.P.		Mexico		Registered		937393		1133164
EZ SERIES		Wabash National, L.P.		Mexico		Registered		937393		1133164
EZ-7		Wabash National, L.P.		United States of America		Registered		76-264095		2792086
EZ-ADJUST		Wabash National, L.P.		United States of America		Registered		85-891626		4573306
LOCK-RITE		Wabash National, L.P.		United States of America		Registered		86-179579		4736306
LOCK-RITE		Wabash National, L.P.		Canada		Published		1687402		n/a
MAXCLEARANCE		Wabash National, L.P.		United States of America		Registered		85-891624		4561175
MAXCLEARANCE		Wabash National, L.P.		Canada		Published		1620800		n/a
OUR INNOVATION MOVES THE WORLD		Wabash National, L.P.		United States of America		Registered		77-223601		3372759
ROADRAILER		Wabash National, L.P.		United States of America		Registered		72-118413		0742259

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
ROADRAILER		Wabash National, L.P.		China (People's Republic)		Registered		88-1304		332247
ROADRAILER		Wabash National, L.P.		Canada		Registered		597349		353129
ROADRAILER		Wabash National, L.P.		Mexico		Registered		60584		365646
ROADRAILER		Wabash National, L.P.		Japan		Registered		050412		2439493
ROADRAILER		Wabash National, L.P.		Japan		Registered		2007-117772		5210481
ROADRAILER		Wabash National, L.P.		South Africa		Registered		2007-27213		2007-27213
ROADRAILER and Design		Wabash National, L.P.		United States of America		Registered		73-754590		1539255
SOLARGUARD		Wabash National, L.P.		United States of America		Registered		75048815		2181015
SOLARGUARD and Design		Wabash National, L.P.		United States of America		Registered		77-186101		3372463
TRANS-LINER		Wabash National, L.P.		United States of America		Registered		75-352935		2266201
TRUST LOCK		Wabash National, L.P.		United States of America		Registered		76-361840		2940427

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
TRUST LOCK PLUS		Wabash National, L.P.		United States of America		Registered		77-344736		3677245
TRUST LOCK PLUS		Wabash National, L.P.		Canada		Registered		1380407		778423
Ventix DRS		Wabash National, L.P.		United States of America		Filed		86-539603		n/a
Ventix DRS		Wabash National, L.P.		Canada		Filed		1716788		n/a
WABASH		Wabash National, L.P.		United States of America		Registered		76-262685		2624209
WABASH		Wabash National, L.P.		European Community		Registered		002241511		002241511
WABASH		Wabash National, L.P.		China (People's Republic)		Registered		6601678		6601678
WABASH		Wabash National, L.P.		Australia		Registered		1443761		1443761
WABASH		Wabash National, L.P.		Mexico		Registered		1549263		1526453
WABASH		Wabash National, L.P.		Mexico		Registered		1549263		1526453
WABASH		Wabash National, L.P.		Mexico		Filed		1549261		n/a
WABASH		Wabash National, L.P.		Mexico		Filed		1549262		n/a

 

 

Trademark Name		Owner Name		Country		Status		Application Number		Registration Number
WABASH NATIONAL		Wabash National, L.P.		United States of America		Registered		73-588293		1414152
WABASH NATIONAL		Wabash National, L.P.		United States of America		Registered		76-620527		3043990
WABASH NATIONAL		Wabash National, L.P.		Canada		Registered		1236244		770401
WABASH NATIONAL		Wabash National, L.P.		Australia		Registered		1443768		1443768
WABASH NATIONAL and Design		Wabash National, L.P.		United States of America		Registered		74-510431		1921853

 

 

Patent Registrations

 

Patent Registration No.		Country		Name		Owner
2265405		Canada		Composite Joint Configuration		Wabash National, L.P.
2551863		Canada		Composite Joint Configuration		Wabash National, L.P.
2531934		Canada		Composite Joint Configuration		Wabash National, L.P.
2264311		Canada		Composite Joint Configuration		Wabash National, L.P.
266534		Mexico		Composite Joint Configuration		Wabash National, L.P.
5860693		United States		Composite Joint Configuration		Wabash National, L.P.
6220651		United States		Composite Joint Configuration		Wabash National, L.P.
6412854		United States		Composite Joint Configuration		Wabash National, L.P.
7069702		United States		Composite Joint Configuration		Wabash National, L.P.
6986546		United States		Composite Joint Configuration		Wabash National, L.P.
5876089		United States		Trailer with Horizontal Logistics Splice and Vertical Dummy Splice Members		Wabash National, L.P.
2306109		Canada		Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls		Wabash National, L.P.
221977		Mexico		Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls		Wabash National, L.P.
5938274		United States		Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls		Wabash National, L.P.
5997076		United States		Logistics at Composite Panel Vertical Joints		Wabash National, L.P.
280804		Mexico		Interlocking Joint for a Wall or Door of a Trailer		Wabash National, L.P.

 

 

7500713		United States		Interlocking Joint for a Wall or Door of a Trailer		Wabash National, L.P.
7862103		United States		Interlocking Joint for a Wall or Door of a Trailer		Wabash National, L.P.
7588286		United States		Logistics Panel for Use in a Sidewall of a Trailer		Wabash National, L.P.
7762618		United States		Logistics Panel for Use in a Sidewall of a Trailer		Wabash National, L.P.
7931328		United States		Logistics Panel for Use in a Sidewall of a Trailer		Wabash National, L.P.
7677642		United States		Butt Joint for Trailer Side Wall		Wabash National, L.P.
275443		Mexico		Integrated Rear Impact Guard and Pintle Hook Assembly		Wabash National, L.P.
7527309		United States		Integrated Rear Impact Guard and Pintle Hook Assembly		Wabash National, L.P.
MXa2015003263 (pending)		Mexico		Rear Impact Guard		Wabash National, L.P.
14/645095 (pending)		United States		Rear Impact Guard		Wabash National, L.P.
62/039546 (pending)		United States		Rear Impact Guard		Wabash National, L.P.
62/031412 (pending)		United States		Mud Flap Assembly		Wabash National, L.P.
14/470461 (pending)		United States		Insert For Logistics Slot in Logistics Strip Assembly		Wabash National, L.P.
2881657 (pending)		Canada		Galvanized Upper Coupler Assembly		Wabash National, L.P.
MXa2015001944 (pending)		Mexico		Galvanized Upper Coupler Assembly		Wabash National, L.P.
14/620517 (pending)		United States		Galvanized Upper Coupler Assembly		Wabash National, L.P.
62/096081 (pending)		United States		Base Rail Of A Trailer Having A Bumper Guard		Wabash National, L.P.
62/061419 (pending)		United States		Door Lock Auxiliary Seal/Locking		Wabash National, L.P.
62/097308 (pending)		United States		Upper Coupler Assembly		Wabash National, L.P.

 

 

62/034465 (pending)		United States		Logistics Post		Wabash National, L.P.
62/119460 (pending)		United States		Composite Refrigerated Truck Body and Method of Making Same		Wabash National, L.P.
277226		Mexico		Composite Panel for a Trailer Wall		Wabash National, L.P.
7722112		United States		Composite Panel for a Trailer Wall		Wabash National, L.P.
2748616 (pending)		Canada		Composite Panel Having Perforated Foam Core		Wabash National, L.P.
MXa2011008411 (pending)		Mexico		Composite Panel Having Perforated Foam Core		Wabash National, L.P.
14/454097 (pending)		United States		Composite Panel Having Perforated Foam Core and Method of Making Same		Wabash National, L.P.
129512		Canada		Skylight		Wabash National, L.P.
7878574		United States		Vehicle Skylight and Method for Installing Same		Wabash National, L.P.
D619505		United States		Skylight		Wabash National, L.P.
124995		Canada		Hold Down Device		Wabash National, L.P.
D573874		United States		Hold Down Device		Wabash National, L.P.
235246		Mexico		Composite Joint Configuration		Wabash National, L.P.
327462		Mexico		Composite Joint Configuration		Wabash National, L.P.
6199939		United States		Composite Joint Configuration		Wabash National, L.P.
2361169		Canada		Door Lock for a Semi-Trailer		Wabash National, L.P.
249171		Mexico		Door Lock for a Semi-Trailer		Wabash National, L.P.
6886870		United States		Door Lock for a Semi-Trailer		Wabash National, L.P.
2363379		Canada		Method of Attaching a Logistics Rail to a Trailer Side Wall		Wabash National, L.P.

 

 

230209		Mexico		Method of Attaching a Logistics Rail to a Trailer Side Wall		Wabash National, L.P.
6662424		United States		Method of Attaching a Logistics Rail to a Trailer Side Wall		Wabash National, L.P.
2355755		Canada		Seven-Way Trailer Connector		Wabash National, L.P.
229853		Mexico		Seven-Way Trailer Connector		Wabash National, L.P.
6450833		United States		Seven-Way Trailer Connector		Wabash National, L.P.
222456		Mexico		Brake Lamp Illumination on a Trailer by Sensing Wheel Speed Deceleration		Wabash National, L.P.
6870473		United States		Corner-Post Mounted, Status Light Display for a Semi-Trailer		Wabash National, L.P.
6824341		United States		Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint		Wabash National, L.P.
7134820		United States		Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint		Wabash National, L.P.
2074987		Canada		Plate Wall Trailer		Wabash National, L.P.
2456467		Canada		Sidewall of a Semi-Trailer Having a High Baserail		Wabash National, L.P.
244493		Mexico		Sidewall of a Semi-Trailer Having a High Baserail		Wabash National, L.P.
7114762		United States		Sidewall of a Semi-Trailer Having a High Baserail		Wabash National, L.P.
2578627		Canada		Interlocking Joint for a Wall or Door of a Trailer		Wabash National, L.P.
2599678		Canada		Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same		Wabash National, L.P.
325002		Canada		Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same		Wabash National, L.P.
299150		Mexico		Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer		Wabash National, L.P.
2617996 (pending)		Canada		Butt Joint for Trailer Side Wall		Wabash National, L.P.
2714890 (pending)		Canada		Butt Joint for Trailer Side Wall		Wabash National, L.P.

 

 

2884037 (pending)		Canada		Butt Joint for Trailer Side Wall		Wabash National, L.P.
295039		Mexico		Butt Joint for Trailer Side Wall		Wabash National, L.P.
320033		Mexico		Butt Joint for Trailer Side Wall		Wabash National, L.P.
MXa2012000869 (pending)		Mexico		Butt Joint for Trailer Side Wall		Wabash National, L.P.
2601396		Canada		Trailer Rear Door Frame with Angled Rear Sill		Wabash National, L.P.
308760		Mexico		Trailer Rear Door Frame with Angled Rear Sill		Wabash National, L.P.
2574568		Canada		Integrated Rear Impact Guard and Pintle Hook Assembly		Wabash National, L.P.
2604282		Canada		Composite Panel for a Trailer Wall		Wabash National, L.P.
2706474		Canada		Vehicle Skylight and Method for Installing Same		Wabash National, L.P.
305710		Mexico		Vehicle Skylight and Method for Installing Same		Wabash National, L.P.
2695743 (pending)		Canada		Multi-Layer Hold Down Assembly		Wabash National, L.P.
ZL200880114680.2		China		Multi-Layer Hold Down Assembly		Wabash National, L.P.
319801		Mexico		Multi-Layer Hold Down Assembly		Wabash National, L.P.
307990		Mexico		Multi-Layer Hold Down Assembly		Wabash National, L.P.
2717603 (pending)		Canada		Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall		Wabash National, L.P.
313483		Mexico		Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall		Wabash National, L.P.
2718131 (pending)		Canada		Door Locking Assembly for a Storage Container		Wabash National, L.P.
315738		Mexico		Door Locking Assembly for a Storage Container		Wabash National, L.P.

 

 

US2009/037522 (pending)		Patent Cooperation Treaty		Door Locking Assembly for a Storage Container		Wabash National, L.P.
14/225576 (pending)		United States		Door Locking Assembly for a Storage Container		Wabash National, L.P.
2657870 (pending)		Canada		Roof Assembly for a Storage Container		Wabash National, L.P.
306887		Mexico		Roof Assembly for a Storage Container		Wabash National, L.P.
322538		Mexico		Side Skirt and Side Underride Cable System for a Trailer		Wabash National, L.P.
2763798 (pending)		Canada		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
20100102156 (pending)		Argentina		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
SP-00176-10 (pending)		Bolivia		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
10-00982 (pending)		Venezuela		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
2766863 (pending)		Canada		Visual Signaling Indicator and Assembly for a Tractor Trailer		Wabash National, L.P.
2706141 (pending)		Canada		Visual Signaling Indicator and Assembly for a Tractor Trailer		Wabash National, L.P.
319187		Mexico		Visual Signaling Indicator and Assembly for a Tractor Trailer		Wabash National, L.P.
321920		Mexico		Visual Signaling Indicator and Assembly for a Tractor Trailer		Wabash National, L.P.
MXa2013010851 (pending)		Mexico		Visual Signaling Indicator and Assembly for a Tractor Trailer		Wabash National, L.P.
2611344 (pending)		Canada		Insulating Sheet and Refrigerated Trailer Components Formed from Same		Wabash National, L.P.
8424958		United States		Butt Joint for Trailer Side Wall		Wabash National, L.P.
8256827		United States		Butt Joint for Trailer Side Wall		Wabash National, L.P.
8100465		United States		Trailer Rear Door Frame with Angled Rear Sill		Wabash National, L.P.

 

 

8079793		United States		Multi-Layer Hold Down Assembly		Wabash National, L.P.
8662804		United States		Multi-Layer Hold Down Assembly		Wabash National, L.P.
8956094		United States		Multi-Layer Hold Down Assembly		Wabash National, L.P.
8016527		United States		Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Sidewall		Wabash National, L.P.
8506221		United States		Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall		Wabash National, L.P.
8231150		United States		Door Locking Assembly for a Storage Container		Wabash National, L.P.
8720957		United States		Door Locking Assembly for a Storage Container		Wabash National, L.P.
8025331		United States		Roof Assembly for a Storage Container		Wabash National, L.P.
8220817		United States		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
8434778		United States		Semi-Trailer for Transporting Circular Objects		Wabash National, L.P.
8653957		United States		Visual Indicator Adaptor and Assembly for a Tractor Trailer		Wabash National, L.P.
12/793132 (pending)		United States		Visual Indicator Adaptor and Assembly for a Tractor Trailer		Wabash National, L.P.
8528622		United States		Overhead Door Assembly for a Storage Container		Wabash National, L.P.
2740523 (pending)		Canada		Overhead Door Assembly for a Storage Container		Wabash National, L.P.
MXa2011005557 (pending)		Mexico		Overhead Door Assembly for a Storage Container		Wabash National, L.P.
2818655 (pending)		Canada		Hinged bottom roller assembly and counterbalance mechanism for overhead door		Wabash National, L.P.
MXa201305676 (pending)		Mexico		Hinged bottom roller assembly and counterbalance mechanism for overhead door		Wabash National, L.P.
13/301471 (pending)		United States		Hinged bottom roller assembly and counterbalance mechanism for overhead door		Wabash National, L.P.

 

 

8696048		United States		Fiber-Reinforced Floor System		Wabash National, L.P.
2763094 (pending)		Canada		Fiber-Reinforced Floor System		Wabash National, L.P.
MXa2012000350 (pending)		Mexico		Fiber-Reinforced Floor System		Wabash National, L.P.
8720938		United States		Biasing Air Suspension System for a Trailer		Wabash National, L.P.
2794509 (pending)		Canada		Biasing Air Suspension System for a Trailer		Wabash National, L.P.
MXa2012013275 (pending)		Mexico		Biasing Air Suspension System for a Trailer		Wabash National, L.P.
2794545 (pending)		Canada		Wall panel structure for a refrigerated panel		Wabash National, L.P.
MXa2012013276 (pending)		Mexico		Wall panel structure for a refrigerated panel		Wabash National, L.P.
13/663023 (pending)		United States		Wall panel structure for a refrigerated panel		Wabash National, L.P.
8876193		United States		Inner Wall Liner for a Refrigerated Trailer Wall Panel		Wabash National, L.P.
8562019		United States		Bumper Block Assembly for a Rear Bumper of a Trailer		Wabash National, L.P.
8985921		United States		Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device		Wabash National, L.P.
2809530 (pending)		Canada		Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device		Wabash National, L.P.
MXa2013002940 (pending)		Mexico		Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device		Wabash National, L.P.
14/619808 (pending)		United States		Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device		Wabash National, L.P.
14/259692 (pending)		United States		Center Lamp Bracket		Wabash National, L.P.
8006386		United States		Method of Making a One-Piece Sidewall Liner with Logistic Slot		Wabash National, L.P.
8375656		United States		Insulating Sheet and Refrigerated Trailer Components Formed from Same		Wabash National, L.P.

 

 

8177286		United States		Side skirt system for a trailer		Wabash National, L.P.
14/321977 (pending)		United States		Side skirt system for a trailer		Wabash National, L.P.
62/072,216(pending)		United States		Side skirt system for a trailer		Wabash National, L.P.
8162384		United States		Side underride cable system for a trailer		Wabash National, L.P.
P11010207-8 (pending)		Brazil		Side skirt and side underride cable system for a trailer		Wabash National, L.P.
2758500 (pending)		Canada		Side skirt and side underride cable system for a trailer		Wabash National, L.P.
10765160.6 (pending)		European Patent Convention		Side skirt and side underride cable system for a trailer		Wabash National, L.P.
MXa2014009254 (pending)		Mexico		Side skirt and side underride cable system for a trailer		Wabash National, L.P.
2836148 (pending)		Canada		Flexible panel member for a trailer side skirt system		Wabash National, L.P.
MXa2013014586 (pending)		Mexico		Flexible panel member for a trailer side skirt system		Wabash National, L.P.
14/100071 (pending)		United States		Flexible panel member for a trailer side skirt system		Wabash National, L.P.
8801078		United States		Side skirt system for a trailer		Wabash National, L.P.
8398150		United States		Side skirt system for a trailer		Wabash National, L.P.
8579359		United States		Side skirt system for a trailer		Wabash National, L.P.
Not Available  (pending)		Canada		Side skirt system for a trailer		Wabash National, L.P.
MXa2015003178 (pending)		Mexico		Side skirt system for a trailer		Wabash National, L.P.
8973974		United States		Aerodynamic rear fairing system for a trailer		Wabash National, L.P.
14/644508 (pending)		United States		Side skirt system for a trailer		Wabash National, L.P.

 

 

8783758		United States		Folding side skirt for a trailer		Wabash National, L.P.
2810007  (pending)		Canada		Folding side skirt system for a trailer		Wabash National, L.P.
MXa2013003099 (pending)		Mexico		Folding side skirt system for a trailer		Wabash National, L.P.
2875833  (pending)		Canada		Wake convergence device for a vehicle		Wabash National, L.P.
MXa2014015440 (pending)		Mexico		Wake convergence device for a vehicle		Wabash National, L.P.
PCT/US13/45661 (pending)		Patent Cooperation Treaty		Wake convergence device for a vehicle		Wabash National, L.P.
14/709980 (pending)		United States		Aerodynamic Rear Drag Reduction System for a Trailer		Wabash National, L.P.
2830680 (pending)		Canada		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
Not Available (pending)		Canada		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
MXa2015006063 (pending)		Mexico		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
14/049506 (pending)		United States		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
MXa2013012609 (pending)		Mexico		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
62/116891 (pending)		United States		Aerodynamic rear drag reduction system for a trailer		Wabash National, L.P.
MXa2015001839 (pending)		Mexico		Composite wood flooring and method of making same		Wabash National, L.P.
2881500  (pending)		Canada		Composite wood flooring and method of making same		Wabash National, L.P.
14/615927 (pending)		United States		Composite wood flooring and method of making same		Wabash National, L.P.
14/257257  (pending)		United States		Aerodynamic rear fairing system for a trailer		Wabash National, L.P.
62/154495 (pending)		United States		Aerodynamic rear fairing system for a trailer		Wabash National, L.P.

 

 

62/165466 (pending)		United States		NOSE GAP REDUCERS FOR TRAILERS		Wabash National, L.P.
2884516 (pending)		Canada		REAR IMPACT GUARD		Wabash National, L.P.
2849696  (pending)		Canada		Aerodynamic rear fairing system for a trailer		Wabash National, L.P.
MXa2014005065 (pending)		Mexico		Aerodynamic rear fairing system for a trailer		Wabash National, L.P.
62/092026 (pending)		United States		Pump systems for controlling pressure loads		Wabash National, L.P.
8894122		United States		Interior deck system for a trailer or other storage container		Wabash National, L.P.
Not Available (pending)		Canada		Interior deck system for a trailer or other storage container		Wabash National, L.P.
MXa2013012097 (pending)		Mexico		Interior deck system for a trailer or other storage container		Wabash National, L.P.
5921677		United States		Food processing agitator device		Walker Stainless Equipment Company, Inc.
7645114		United States		Viscous Product Transportation Trailer		Brenner Tank LLC
2613808 (pending)		Canada		Viscous Product Transportation Trailer		Brenner Tank LLC
MXa2008000085 (pending)		Mexico		Viscous Product Transportation Trailer		Brenner Tank LLC
7815212		United States		Air-Operated Coupling Assembly		Wabash National, L.P.
2010260122		Australia		Semi-trailer for transporting circular objects		Wabash National, L.P.
2011/08995		South Africa		Semi-trailer for transporting circular objects		Wabash National, L.P.

 

 

5890781		United States		Glove Box		Walker Group Holdings LLC Walker Stainless Equipment Company LLC Extract Technology Limited
7017306		United States		Containment Assembly		Walker Group Holdings LLC Walker Stainless Equipment Company LLC Extract Technology Limited
5439266		United States		Riveted Plate Trailer Construction		Wabash National, L.P.
5218794		United States		Movable Deck System		Wabash National, L.P.
5152228		United States		Universal Coupling Adapter for Rail-Highway Vehicles		Wabash National, L.P.
5221103		United States		Quick Change Slider Panel and Installation Method for Flatbed Trailer		Wabash National, L.P.
5195800		United States		Plate Wall Trailer		Wabash National, L.P.
11/856298 (pending)		United States		Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer		Wabash National, L.P.
61/372259		United States		Composite Panel Having Perforated Foam Core		Wabash National, L.P.
12/582267		United States		Trailer Coupler Assembly Including a Sacrificial Anode		Wabash National, L.P.
12/577490		United States		Foldable Mobile Storage Container		Wabash National, L.P.
12/721027		United States		Panel for a Storage Container		Wabash National, L.P.
61/254907		United States		Modular Storage Container		Wabash National, L.P.

 

 

13/113114 (pending) / 8794762		United States		Device and a Method for Measuring a Characteristic Reading Distance of an Individual in a Near Vision Natural Posture		Wabash National, L.P.
13/088596 (pending)		United States		Roof Assembly for Storage Container		Wabash National, L.P.
13/053807 (pending)		United States		Liquefied Air Refrigeration System for a Storage Container		Wabash National, L.P.
61/416107 (pending)		United States		Hinged Bottom Roller for Overhead Door Assembly		Wabash National, L.P.
61/430017 (pending)		United States		Fiber-Reinforced Floor System		Wabash National, L.P.
12/910956 (pending)		United States		Modular Storage Container		Wabash National, L.P.
13/764843 (pending)		United States		Roof Assembly for a Trailer		Wabash National, L.P.

 

* Assignment from John Cannon and John Rademacher, two of the named inventors, has been recorded. However, no assignment to Brenner Tank LLC or Brenner Tank Services from Hans (John) Schaupp, the third named inventor, has been recorded. An assignment by John Schaupp to P&S Investment Company, Inc. has been recorded. Any rights held by Brenner Tank LLC and Brenner Tank Services LLC are subject to the joint development agreement between Brenner Tank LLC, Brenner Tank Services LLC and P&S Investment Company, Inc. dated July 15, 2005 and such rights are jointly owned by Brenner Tank LLC and Mr. Hans Schaupp, or his assignee.

 

License Agreements

·

Distribution Agreement, dated April 28, 2015, by and among Wabash National, L.P., Transcraft Corporation and Aurora Parts & Accessories LLC;

·

Asset Purchase Agreement, dated July 22, 2003, and as amended on September 19, 2003, by and among Wabash National Corporation and certain of its affiliates and Apex Trailer Leasing & Rentals, LLC and its affiliates;

·

License Agreement, dated June 30, 2007, by and between Wabash National, L.P. and Kirloskar Pneumatic Co., Ltd.;

·

License Agreement dated June 28, 2011, by and between Wabash National, L.P. and Truck Lite Co, LLC;

·

License Agreement dated May 3, 2011 by and between Sterilization Technology Group, Inc. and Walker Stainless Equipment Company LLC.

·

Viscous Product Unloading Enhancements for Liquid Transportation Trailers Joint Ownership Agreement, dated July 15, 2005 by and between P& S Investment Company, Inc. and Brenner Tank LLC.

 

 

Schedule 4.15

 

Deposit Accounts and Securities Accounts

 

Bank		Description		Account Number		Account Name		Account Address
Wells Fargo Bank, National Association		WNTC Local Deposits		xxxxxxxx		Wabash National Corporation Local Desktop Deposits		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Master Operating Agreement		xxxxxxxx		Wabash National Corporation Master Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Commercial Checking Account		xxxxxxxx		Wabash National Corporation		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Charitable Contribution Account		xxxxxxxx		Wabash National Corporation Charitable Contribution Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Term Priority Collateral Account		xxxxxxxx		Wabash National Corporation Term Priority Collateral Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Escrow Account		xxxxxxxx		GE Government Finance, Transcraft Trigg Co, Escrow Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Escrow Account		xxxxxxxx		Wabash National/Beall Corp Escrow Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Zero Balance Account		xxxxxxxx		Walker Group Zero Balance Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Zero Balance Account		xxxxxxxx		Bulk Solutions LLC Zero Balance Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Controlled Disbursement Account		xxxxxxxx		Brenner Tank Services LLC Controlled Disbursement Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Controlled Disbursement Account		xxxxxxxx		Brenner Tank LLC Controlled Disbursement Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Controlled Disbursement Account		xxxxxxxx		Garsite Progress LLC Controlled Disbursement Account		PO Box 6129, Lafayette, IN 47903
Wells Fargo Bank, National Association		Controlled Disbursement Account		xxxxxxxx		Walker Stainless Equipment Co. Controlled Disbursement Account		PO Box 6129, Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		WNTC Desktop Deposits		xxxxxxxx		Wabash National Corporation WNTC Sub		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Manufacturing Receivables		xxxxxxxx		Wabash National Corporation Manufacturing Sub		PO Box 6129 Lafayette, IN 47903

 

 

Bank		Description		Account Number		Account Name		Account Address
RBS Citizens, N.A., dba Charter One		WNC Depository		xxxxxxxx		Wabash National Corporation WNC Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		WNTC Lockbox		xxxxxxxx		Wabash National Corporation WNTC Lbx Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Transcraft Receivables		xxxxxxxx		Transcraft Corporation Depository Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		WWP Depository		xxxxxxxx		Wabash National Corporation WWP Sub Acct.		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Master Account		xxxxxxxx		Wabash National Corporation Master Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		FTSI DC Desktop Deposits		xxxxxxxx		Wabash National Corporation FTSI DC Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Walker Stainless Equip. Co. Receivables		xxxxxxxx		Wabash National Corporation Walker Stainless Equip. Co. Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Garsite Progress Receivables		xxxxxxxx		Wabash National Corporation Garsite Progress Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Brenner Tank Services Receivables		xxxxxxxx		Wabash National Corporation Brenner Tank Services Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Brenner Tank Receivables		xxxxxxxx		Wabash National Corporation Brenner Tank Sub Account		PO Box 6129 Lafayette, IN 47903
RBS Citizens, N.A., dba Charter One		Bulk Solutions Receivables		xxxxxxxx		Wabash National Corporation Bulk Solutions Sub Account		PO Box 6129 Lafayette, IN 47903
Capital One Bank		Merchant Account		xxxxxxxx		Wabash Merchant Account		PO Box 6129, Lafayette, IN 47903
SunTrust		Escrow Account		xxxxxxxx		Wabash National/Walker Group Escrow Account		PO Box 6129, Lafayette, IN 47903
BMO Harris Bank		New Lisbon Local Merchant Account		xxxxxxxx		Walker Stainless Equipment Co. LLC Account for Merchant Credit Card Receipts		PO Box 94033, Palantine, IL 60094-4033
Security Bank of Kansas City		Operating Account		xxxxxxxx		Petty Cash Account		PO Box 171297 Kansas City, KS 66117

 

 

Schedule 4.17

 

Material Contracts

 

Purchase and Sale Agreement, dated March 26, 2012 by and among Wabash National Corporation, Walker Group Holdings LLC and Walker Group Resources LLC.

 

Permitted Convertible Note Documents.

 

Permitted Convertible Notes Indenture.

 

Executive Employment Agreement dated June 28, 2002 between Wabash National Corporation and Richard J. Giromini, as amended January 1, 2007, September 15, 2010 and December 31, 2010.

 

Distribution Agreement, dated April 28, 2015, by and among Wabash National, L.P., Transcraft Corporation and Aurora Parts & Accessories LLC.

 

Lease Agreement among Cadiz-Trigg County Industrial Development Authority, Inc. and Transcraft Corporation, dated February 7, 2012 and related Guaranty Agreement among Wabash National Corporation and Cadiz-Trigg County Industrial Development Authority, Inc., dated February 2, 2012.

 

Credit Agreement among Wabash National, L.P., Tycorra Investments Inc., Tycorra Properties Inc., Brent A. Larson, and Theresa Larson, dated December 21, 2010.

 

Form of Indemnification Agreement, approved by Company’s Board of Directors, and to be executed with Company directors, officers and senior financial personnel in June 2011.

 

ISDA Master Agreement dated March 8, 2011 by and between Walker Group Holdings and Fifth Third Bank.

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Brad Walker

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Bruce Yakley

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with James Miller

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with John Cannon

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Doug Chapple

 

Second Amended and Restated Walker Group Management Incentive Compensation Plan, dated March 13, 2012, and Transaction Bonus Award Letter Agreement with Dave Nick

 

Distributor Agreement, dated January 2, 2009, by and between Liquid Controls LLC, Garsite/Progress LLC and TST LLC.

 

 

Schedule 4.29

 

Locations of Inventory

 

Processor Locations

 

Roll Coater, Inc.

 

(Wabash National, L.P.)

1950 E. Main St.

Greenfield, IN  46140

 

(Wabash National, L.P.)

858 E. Hupp Rd.

LaPorte, IN  46350

 

(Wabash National, L.P.)

4502 Freedom Way

Weirton, WV  26062

 

(Wabash National, L.P.)

2604 River Road

Hawesville, KY  42348

 

(Wabash National, L.P.)

5888 CR East 180

Blytheville, AR  72315

 

Greenbush Industries

 

(Wabash National, L.P.)

2000 Greenbush St.

Lafayette, IN  47904

 

3D Machine

 

(Wabash National, L.P.)

215 S. Newton St.

Goodland, IN 47948

 

Wiley Metal Fabrication Inc.

 

(Wabash National, L.P.)

816 W 34th St.

Marion, IN 46952

 

 

The Zook Machine

 

(Wabash National, L.P.)

110 W 1250 S

Battleground, IN 47920

 

Anita Machine and Tool, Inc.

 

(Wabash National, L.P.)

510 Elston Rd

Lafayette, IN 47909

 

Serie’s Hardwoods, Inc.

 

(Wabash National, L.P.)

2521 E Bethel Rd.

Attica, IN 47918

 

Mid-American Trailer Repair

 

(Wabash National, L.P.)

4984 East 400 South

Lafayette, IN 47905

 

Midland Stamping and Fabricating

 

(Wabash National, L.P.)

9521 W Ainslie

Schiller Park, IL 60176

 

Logan Stampings, Inc.

 

(Wabash National, L.P.)

1100 E. Main Street

Logansport, IN 46947

 

AZZ Galvanizing

 

(Wabash National, L.P.)

2631 Jim Neu Drive

Plymouth, IN 46563

 

(Wabash National, L.P.)

7825 S. Homestead Dr.

Hamilton, IN  46742

 

 

(Wabash National, L.P.)

2415 S. Walnut St.

Muncie, IN  47302

 

(Wabash National, L.P.)

625 Mills Road

Joliet, IL 60433

 

(Wabash National, L.P.)

310 East Progress Drive

Dixon, IL 61021

 

Leased Locations

 

D&L Realty

 

(Wabash National Trailer Centers, Inc.)

400 Keystone Parkway

Dunmore, PA

 

David and Sharon McGraw d/b/a Classic Tire Wheel and Auto Sales LLC

 

(Wabash National Trailer Centers, Inc.)

2595 Hopkinsville Rd.

Cadiz, KY 42211

 

Cadiz-Trigg County Industrial Development Authority

 

(Transcraft Corporation)

489 International Drive

Cadiz, KY 42211

 

City of Cadiz

 

(Transcraft Corporation)

44 International Drive

Cadiz, KY 42211

 

Tate & Lyle Ingredients Americas LLC

 

(Wabash National, L.P.)

65 acres of Wabash Vacant Land south of US 52 and located on part of the Northwest and Northeast Quarters of Section 11, Township 22 North, Range 4 West of the Second Principal Meridian, Wea Township, Tippecanoe County, Indiana.

 

 

Joe T. Richardson

 

(Wabash National, L.P.)

113 N. 36th Street

Lafayette, IN 47905

 

David P. Reckell

 

(Walker Stainless Steel Equipment Company LLC)

27620 County Road 561

Travares, FL

 

RLK Properties, LLC

 

(Brenner Tank Services LLC)

2105 Donna Drive, Suite 5

Ashland, KY (currently on month-to-month basis)

 

APF Bellbrook Industrial, LLC

 

(Brenner Tank Services, LLC)

3135-3139 Fleetbrook Drive

Memphis, TN

 

Findlay’s Tall Timbers Distribution Center, Inc., as sublessor

 

(Garsite/Progress, LLC )

1005 Lima Avenue

Findlay, OH (currently operating on month-to-month term)

 

Uncle Bob’s Self Storage

 

Walker Stainless Equipment Company LLC

2305 Manana Drive

Dallas, TX, Unit 316

 

Pantano Land Holdings, LLC

 

(Garsite/Progress, LLC)

539 & 565 S. 10th Street

Kansas City, KS (includes 920 McAlpine Avenue, 500 S. Mill Street and 501 S. Boeke Street)

 

 

Pike Properties, LLC

 

(Brenner Tank LLC)

8.21 Acres and Gravel Lot at N. 3670 South 12-16, Mauston, WI and all buildings and improvements located on the 8.21 acres, as well as a 6.491 acre gravel lot.

 

Pike Properties LLC

 

(Brenner Tank Services LLC)

Building 7 and East Storage Shed at N. 3670 South 12-16, Mauston, WI

 

Pike Properties LLC

 

(Brenner Tank Services LLC)

Building 8 at N. 3670 South 12-16, Mauston, WI

 

GSL Partners SUB ONE, L.P.

 

(Brenner Tank Services LLC )

2840 Appelt Road

Houston, TX

 

Ridge Road Associates

 

(Walker Stainless Equipment Company LLC)

950 Ridge Road

Claymont, DE

 

Winkler Logistics Center, LLC

 

(Wabash Wood Products, Inc.)

805 Cottonwood Rd.

Harrison, AR 72601

 

Dean Realty Co.

 

(Garsite/Progress, LLC)

1201 W. 31st Street

Kansas City, MO

 

PSC Container Services, LLC, as subessor

 

(Brenner Tank Services LLC)

400 Mound City Road

West Memphis, Arkansas

 

 

Qualawash Holdings LLC, as sublessor

 

(Brenner Tank Services LLC)

801 East 120th Street

Chicago, IL

 

Qualawash Holdings LLC, as sublessor

 

(Brenner Tank Services LLC)

6735 Airline Highway

Baton Rouge, LA

 

Phillip J Gardner

 

(Wabash National Trailer Centers, Inc.)

2000 Fostoria Avenue

Findlay, OH

 

Carl Schoen

 

(Wabash National Trailer Centers, Inc.)

1041 Lake Road

Medina, OH

 

FedEx Corporation

 

(Wabash National Trailer Centers, Inc.)

8951 Yosemite Street

Henderson, CO

 

(Wabash National Trailer Centers, Inc.)

6000 Riverside Drive

Keasbey, NJ

 

(Wabash National Trailer Centers, Inc.)

1289 Walden Avenue

Buffalo, NY

 

(Wabash National Trailer Centers, Inc.)

12501 NE 40^th Street

Kansas City, MO

 

(Wabash National Trailer Centers, Inc.)

3410 S. 51^st Avenue

Phoenix, AZ

 

 

(Wabash National Trailer Centers, Inc.)

1525 Woodson Road

St. Louis, MO

 

(Wabash National Trailer Centers, Inc.)

7 Long Lake Road

St. Paul, MN

 

(Wabash National Trailer Centers, Inc.)

350 Ruby Road

Willington, CT

 

(Wabash National Trailer Centers, Inc.)

63 Stults Road

Dayton, NJ

 

St. Johns Corporation

 

(Wabash National LP – Beale)

9200 E Ramsey

Portland, OR

 

Scully Real Estate Co. II, LLC

 

(Walker Stainless Equipment Company LLC)

195 Bickford Street

New Lisbon, WI

 

Bailment Locations

 

Jing Mei Management

Supply Chain Solutions

 

(Wabash National, L.P.)

4136 United Parkway

Schiller Park, IL  60176

 

Werner Enterprises, Inc.

 

(Bulk Solutions, LLC)

1212 Carrier’s Drive

Laredo, TX

 

 

Owned Property

 

(Wabash National Trailer Centers, Inc.)

125 Monahan Avenue

Dunmore, PA

 

(Wabash National Trailer Centers, Inc.)

1605 Ackerman Road

San Antonio, TX

 

(Wabash National Trailer Centers, Inc.)

10498 N. Vancouver Way

Portland, OR

 

(Wabash National Trailer Centers, Inc.)

298 Dutch Hollow Road

Smithton, PA

 

(Wabash National Trailer Centers, Inc.)

2830 South 51st Avenue

Phoenix, AZ

 

(Wabash National Trailer Centers, Inc.)

17301 NW 2nd Avenue

Miami, FL

 

(Wabash National Trailer Centers, Inc.)

4780 Vasquez Boulevard

Denver, CO

 

(Wabash National Trailer Centers, Inc.)

4132 Irving Boulevard

Dallas, TX

 

(Wabash National Trailer Centers, Inc.)

1525 Georgesville Road

Columbus, OH

 

(Wabash Wood Products, Inc.)

339 West Industrial Park Road

Harrison, AR

 

 

(Wabash National, L.P.)

3550 East Veterans Memorial Parkway

(also known as 3550, 3600 & 3700 East County Road

and 350 South & 3459 Concord Road

Lafayette, IN

 

(Wabash National, L.P.)

1450, 1440 & 1240 Navco Drive;

3459 McCarty Lane; and

3460 McCarty Lane

Lafayette, IN