Exhibit 10.1


 


	 


  


AMENDED AND RESTATED CREDIT AGREEMENT


 


by and among


 


WABASH NATIONAL CORPORATION


 


and


 


THE SUBSIDIARIES OF WABASH NATIONAL
CORPORATION

IDENTIFIED ON THE SIGNATURE PAGES HEREOF,


 


as Borrowers,


 


THE LENDERS THAT ARE SIGNATORIES HERETO


 


as the Lenders,


 


and


 


WELLS FARGO CAPITAL FINANCE, LLC


 


as the Administrative Agent, Joint
Lead Arranger and Joint Bookrunner,


 


RBS CITIZENS BUSINESS CAPITAL,

a division of RBS Citizens, N.A.,


 


as Syndication Agent, Joint Lead Arranger
and Joint Bookrunner,


 


and


 


BMO HARRIS BANK N.A.,


 


as Documentation Agent


 


Dated as of May 8, 2012


 


	 


 


[*] The bracketed asterisk denotes that confidential portions
of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.


 



    	 



    	 



    

 


TABLE OF CONTENTS


  


	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS AND CONSTRUCTION.	1
	 	 	 	 
	 	1.1.	Definitions.	1
	 	 	 	 
	 	1.2.	Accounting Terms.	1
	 	 	 	 
	 	1.3.	Code.	2
	 	 	 	 
	 	1.4.	Construction.	2
	 	 	 	 
	 	1.5.	Schedules and Exhibits.	3
	 	 	 	 
	 	1.6.	Effect
    of Amendment and Restatement; No Novation.	3
	 	 	 	 
	2.	LOAN AND TERMS OF PAYMENT.	3
	 	 	 	 
	 	2.1.	Revolver Advances.	3
	 	 	 	 
	 	2.2.	Revolver Increases.	4
	 	 	 	 
	 	2.3.	Borrowing Procedures and Settlements.	5
	 	 	 	 
	 	2.4.	Payments; Reduction of Commitments; Prepayments.	13
	 	 	 	 
	 	2.5.	Overadvances.	18
	 	 	 	 
	 	2.6.	Interest Rates and Letter of Credit Fee:  Rates, Payments, and Calculations.	19
	 	 	 	 
	 	2.7.	Crediting Payments.	20
	 	 	 	 
	 	2.8.	Designated Account.	21
	 	 	 	 
	 	2.9.	Maintenance of Loan Account; Statements of Obligations.	21
	 	 	 	 
	 	2.10.	Fees.	21
	 	 	 	 
	 	2.11.	Letters of Credit.	22
	 	 	 	 
	 	2.12.	LIBOR Option.	26
	 	 	 	 
	 	2.13.	Capital Requirements.	29
	 	 	 	 
	 	2.14.	Joint and Several Liability of Borrowers.	30
	 	 	 	 
	 	2.15.	Dollars; Conversion to Dollars.	33
	 	 	 	 
	 	2.16.	Judgment Currency; Contractual Currency.	33
	 	 	 	 
	 	2.17.	Common Enterprise.	34
	 	 	 	 
	3.	CONDITIONS; TERM OF AGREEMENT.	34
	 	 	 	 
	 	3.1.	Conditions Precedent to the Initial Extension of Credit.	34
	 	 	 	 
	 	3.2.	Conditions Precedent to all Extensions of Credit.	35
	 	 	 	 
	 	3.3.	Maturity.	35
	 	 	 	 
	 	3.4.	Effect of Maturity.	35


 



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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	3.5.	Early Termination by Borrowers.	36
	 	 	 	 
	4.	REPRESENTATIONS AND WARRANTIES.	36
	 	 	 	 
	 	4.1.	Due Organization and Qualification; Subsidiaries.	36
	 	 	 	 
	 	4.2.	Due Authorization; No Conflict.	37
	 	 	 	 
	 	4.3.	Governmental Consents.	37
	 	 	 	 
	 	4.4.	Binding Obligations; Perfected Liens.	38
	 	 	 	 
	 	4.5.	Title to Assets; No Encumbrances.	38
	 	 	 	 
	 	4.6.	Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.	38
	 	 	 	 
	 	4.7.	Litigation.	39
	 	 	 	 
	 	4.8.	Compliance with Laws.	39
	 	 	 	 
	 	4.9.	No Material Adverse Change.	39
	 	 	 	 
	 	4.10.	Fraudulent Transfer.	40
	 	 	 	 
	 	4.11.	Employee Benefits.	40
	 	 	 	 
	 	4.12.	Environmental Condition.	40
	 	 	 	 
	 	4.13.	Intellectual Property.	40
	 	 	 	 
	 	4.14.	Leases.	41
	 	 	 	 
	 	4.15.	Deposit Accounts and Securities Accounts.	41
	 	 	 	 
	 	4.16.	Complete Disclosure.	41
	 	 	 	 
	 	4.17.	Material Contracts.	42
	 	 	 	 
	 	4.18.	Patriot Act.	42
	 	 	 	 
	 	4.19.	Indebtedness.	42
	 	 	 	 
	 	4.20.	Payment of Taxes.	43
	 	 	 	 
	 	4.21.	Margin Stock.	43
	 	 	 	 
	 	4.22.	Governmental Regulation.	43
	 	 	 	 
	 	4.23.	OFAC.	43
	 	 	 	 
	 	4.24.	Employee and Labor Matters.	43
	 	 	 	 
	 	4.25.	Eligible Accounts.	44
	 	 	 	 
	 	4.26.	Eligible Inventory.	44
	 	 	 	 
	 	4.27.	[Intentionally Omitted].	45
	 	 	 	 
	 	4.28.	[Intentionally Omitted].	45


 



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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	4.29.	Locations of Inventory and Equipment.	45
	 	 	 	 
	 	4.30.	Inventory Records.	45
	 	 	 	 
	 	4.31.	Business Activity.	45
	 	 	 	 
	 	4.32.	Vehicles.	45
	 	 	 	 
	 	4.33.	Other Documents.	45
	 	 	 	 
	5.	AFFIRMATIVE COVENANTS.	46
	 	 	 	 
	 	5.1.	Financial Statements, Reports, Certificates.	46
	 	 	 	 
	 	5.2.	Collateral Reporting.	46
	 	 	 	 
	 	5.3.	Existence.	47
	 	 	 	 
	 	5.4.	Maintenance of Properties.	47
	 	 	 	 
	 	5.5.	Taxes.	47
	 	 	 	 
	 	5.6.	Insurance.	47
	 	 	 	 
	 	5.7.	Inspection.	48
	 	 	 	 
	 	5.8.	Compliance with Laws.	48
	 	 	 	 
	 	5.9.	Environmental.	49
	 	 	 	 
	 	5.10.	Disclosure Updates.	49
	 	 	 	 
	 	5.11.	Formation of Subsidiaries.	49
	 	 	 	 
	 	5.12.	Further Assurances.	50
	 	 	 	 
	 	5.13.	Lender Meetings.	51
	 	 	 	 
	 	5.14.	Material Contracts.	51
	 	 	 	 
	 	5.15.	Location of Inventory and Equipment.	51
	 	 	 	 
	 	5.16.	Assignable Material Contracts.	51
	 	 	 	 
	 	5.17.	Physical Inventory.	52
	 	 	 	 
	 	5.18.	Vehicle Titles.	52
	 	 	 	 
	 	5.19.	Post-Closing Obligations.	52
	 	 	 	 
	6.	NEGATIVE COVENANTS.	52
	 	 	 	 
	 	6.1.	Indebtedness.	52
	 	 	 	 
	 	6.2.	Liens.	52
	 	 	 	 
	 	6.3.	Restrictions on Fundamental Changes.	52
	 	 	 	 
	 	6.4.	Disposal of Assets.	53


 



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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	6.5.	Change Name.	54
	 	 	 	 
	 	6.6.	Nature of Business.	54
	 	 	 	 
	 	6.7.	Prepayments and Amendments.	54
	 	 	 	 
	 	6.8.	Change of Control.	56
	 	 	 	 
	 	6.9.	Restricted Junior Payments.	56
	 	 	 	 
	 	6.10.	Accounting Methods.	57
	 	 	 	 
	 	6.11.	Investments; Controlled Investments.	57
	 	 	 	 
	 	6.12.	Transactions with Affiliates.	58
	 	 	 	 
	 	6.13.	Use of Proceeds.	59
	 	 	 	 
	 	6.14.	Limitation on Issuance of Stock.	59
	 	 	 	 
	 	6.15.	Consignments and Other Arrangements.	59
	 	 	 	 
	 	6.16.	Inventory and Equipment with Bailees.	59
	 	 	 	 
	7.	FINANCIAL COVENANT.	60
	 	 	 	 
	8.	EVENTS OF DEFAULT.	60
	 	 	 	 
	9.	RIGHTS AND REMEDIES.	62
	 	 	 	 
	 	9.1.	Rights and Remedies.	62
	 	 	 	 
	 	9.2.	Remedies Cumulative.	63
	 	 	 	 
	10.	WAIVERS; INDEMNIFICATION.	63
	 	 	 	 
	 	10.1.	Demand; Protest; etc.	63
	 	 	 	 
	 	10.2.	The Lender Group's Liability for Collateral.	63
	 	 	 	 
	 	10.3.	Indemnification.	64
	 	 	 	 
	11.	NOTICES.	65
	 	 	 	 
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.	66
	 	 	 	 
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.	67
	 	 	 	 
	 	13.1.	Assignments and Participations.	67
	 	 	 	 
	 	13.2.	Successors.	70
	 	 	 	 
	14.	AMENDMENTS; WAIVERS.	71
	 	 	 	 
	 	14.1.	Amendments and Waivers.	71
	 	 	 	 
	 	14.2.	Replacement of Certain Lenders.	72
	 	 	 	 
	 	14.3.	No Waivers; Cumulative Remedies.	73


 



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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	15.	AGENT; THE LENDER GROUP.	74
	 	 	 	 
	 	15.1.	Appointment and Authorization of Agent.	74
	 	 	 	 
	 	15.2.	Delegation of Duties.	75
	 	 	 	 
	 	15.3.	Liability of Agent.	75
	 	 	 	 
	 	15.4.	Reliance by Agent.	75
	 	 	 	 
	 	15.5.	Notice of Default or Event of Default.	76
	 	 	 	 
	 	15.6.	Credit Decision.	76
	 	 	 	 
	 	15.7.	Costs and Expenses; Indemnification.	77
	 	 	 	 
	 	15.8.	Agent in Individual Capacity.	77
	 	 	 	 
	 	15.9.	Successor Agent.	78
	 	 	 	 
	 	15.10.	Lender in Individual Capacity.	79
	 	 	 	 
	 	15.11.	Collateral Matters.	79
	 	 	 	 
	 	15.12.	Restrictions on Actions by Lenders; Sharing of Payments.	80
	 	 	 	 
	 	15.13.	Agency for Perfection.	81
	 	 	 	 
	 	15.14.	Payments by Agent to the Lenders.	81
	 	 	 	 
	 	15.15.	Concerning the Collateral and Related Loan Documents.	82
	 	 	 	 
	 	15.16.	Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.	82
	 	 	 	 
	 	15.17.	Several Obligations; No Liability.	83
	 	 	 	 
	 	15.18.	Documentation and Syndication Agent.	83
	 	 	 	 
	16.	WITHHOLDING TAXES.	83
	 	 	 	 
	17.	GENERAL PROVISIONS.	87
	 	 	 	 
	 	17.1.	Effectiveness.	87
	 	 	 	 
	 	17.2.	Section Headings.	87
	 	 	 	 
	 	17.3.	Interpretation.	87
	 	 	 	 
	 	17.4.	Severability of Provisions.	87
	 	 	 	 
	 	17.5.	Bank Product Providers.	88
	 	 	 	 
	 	17.6.	Debtor-Creditor Relationship.	89
	 	 	 	 
	 	17.7.	Counterparts; Electronic Execution.	89
	 	 	 	 
	 	17.8.	Revival and Reinstatement of Obligations.	89
	 	 	 	 
	 	17.9.	Confidentiality.	89


 



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TABLE OF CONTENTS


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	17.10.	Lender Group Expenses.	91
	 	 	 	 
	 	17.11.	Survival.	91
	 	 	 	 
	 	17.12.	Patriot Act.	91
	 	 	 	 
	 	17.13.	Integration.	91
	 	 	 	 
	 	17.14.	Wabash as Agent for Borrowers.	91
	 	 	 	 
	 	17.15.	Intercreditor Agreement.	92


 



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EXHIBITS AND SCHEDULES


 


	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Borrowing Base Certificate
	Exhibit B-2	Form of Bank Product Provider Letter Agreement
	Exhibit C-1	Form of Compliance Certificate
	Exhibit L-1	Form of LIBOR Notice
	Exhibit 3.1	Closing Checklist
	 	 
	Schedule A-1	Agent's Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule D-1	Designated Account
	Schedule E-1	Eligible Inventory Locations
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Liens
	Schedule R-1	Real Property Collateral
	Schedule 1.1	Definitions
	Schedule 2.11(g)	Existing Letters of Credit
	Schedule 3.1	Conditions Precedent
	Schedule 4.1(b)	Capitalization of Borrowers
	Schedule 4.1(c)	Capitalization of Borrowers' Subsidiaries
	Schedule 4.6(a)	Jurisdictions of Organization
	Schedule 4.6(b)	Chief Executive Offices
	Schedule 4.6(c)	Organizational Identification Numbers
	Schedule 4.6(d)	Commercial Tort Claims
	Schedule 4.7(b)	Litigation
	Schedule 4.11	Benefit Plans
	Schedule 4.12	Environmental Matters
	Schedule 4.13	Intellectual Property
	Schedule 4.15	Deposit Accounts and Securities Accounts
	Schedule 4.17	Material Contracts
	Schedule 4.19	Permitted Indebtedness
	Schedule 4.24	Union Activity
	Schedule 4.29	Locations of Inventory and Equipment
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting
	Schedule 6.6	Nature of Business


 



    	-vii-



    	 



    

 


 


AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS AMENDED AND RESTATED
CREDIT AGREEMENT (this "Agreement"), is entered into as of May 8, 2012,
by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors
and permitted assigns, are referred to hereinafter as a "Lender", as that term is hereinafter further defined),
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as joint lead arranger, joint bookrunner and administrative
agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"),
RBS CITIZENS BUSINESS CAPITAL, a division of RBS Citizens, N.A., as joint lead arranger, joint bookrunner and syndication
agent (in such capacity, the "Syndication Agent"), BMO HARRIS BANK N.A., as Documentation Agent (in such
capacity, the "Documentation Agent"), WABASH NATIONAL CORPORATION, a Delaware corporation ("Wabash")
and the Subsidiaries of Wabash identified on the signature pages hereof (such Subsidiaries, together with Wabash, are referred
to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as
the "Borrowers").


 


STATEMENT OF PURPOSE


 


Wabash, certain of the
other Borrowers, the lenders party thereto, and Agent executed and delivered that certain Credit Agreement dated as of the Existing
Credit Facility Closing Date (as amended, restated or otherwise modified prior to the Closing Date, the "Existing Credit
Agreement").


 


Borrowers have requested,
and, subject to the terms and conditions hereof, Agent and such Lenders have agreed, effective on the Closing Date, to amend and
restate the Existing Credit Agreement on the terms and conditions of this Agreement.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby
agree, effective on the Closing Date, as follows:


 


1.           DEFINITIONS
AND CONSTRUCTION.


 


1.1.        Definitions.


 


Capitalized terms used
in this Agreement shall have the meanings specified therefor on Schedule 1.1.


 


1.2.        Accounting
Terms.


 


All accounting terms
not specifically defined herein shall be construed in accordance with GAAP; provided, however, that if any Borrower
notifies Agent that such Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change
occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies any Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice


 



    	 



    	 



    

 


 


is given before or after
such Accounting Change or in the application thereof, then Agent and such Borrower agree that they will negotiate in good faith
amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the
respective positions of the Lenders and such Borrower after such Accounting Change conform as nearly as possible to their respective
positions as of the date of this Agreement and, until any such amendments have been agreed upon, the provisions in this Agreement
shall be calculated as if no such Accounting Change had occurred. When used herein, the term "financial statements" shall
include the notes and schedules thereto. Whenever the term "Borrower" or "Borrowers" is used in respect of
a financial covenant or a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated
basis, unless the context clearly requires otherwise.


 


1.3.        Code.


 


Any terms used in this
Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein;
provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently
in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.


 


1.4.        Construction.


 


Unless the context of
this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references
to the singular include the plural, the terms "includes" and "including" are not limiting, and the term "or"
has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof,"
"herein," "hereby," "hereunder," and similar terms in this Agreement or any other Loan Document refer
to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement
or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument,
or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words "asset"
and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document
to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment in full in cash or immediately available
funds (or, (a) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of
Credit Collateralization, and (b) in the case of obligations with respect to Bank Products (other than Hedge Obligations),
providing Bank Product Collateralization) of all of the Obligations (including the payment of any termination amount then applicable
(or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided
by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations
(other than Hedge Obligations) that, at such time, are allowed by the applicable agreements between the applicable Loan Party and
the applicable


 



    	-2-



    	 



    

 


Bank Product Provider
to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at
such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid. Any reference
herein to any Person shall be construed to include such Person's successors and permitted assigns. Any requirement of a writing
contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.


 


1.5.        Schedules
and Exhibits.


 


All of the schedules
and exhibits attached to this Agreement shall be deemed incorporated herein by reference.


 


1.6.        Effect
of Amendment and Restatement; No Novation.


 


On the Closing Date,
upon the effectiveness of this Agreement, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement.
The Existing Obligations shall continue in full force and effect, and the effectiveness of this Agreement on the Closing Date shall
not constitute a novation or repayment of the Existing Obligations. Such Existing Obligations, together with any and all additional
Obligations incurred by Borrowers under this Agreement or under any of the other Loan Documents, shall continue to be secured by,
among other things, the Collateral, whether now existing or hereafter acquired and wheresoever located, all as more specifically
set forth in the Loan Documents. Each Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges
and the validity of all covenants by it contained in any and all Loan Documents, as amended, supplemented or otherwise modified
by this Agreement and by the other Loan Documents delivered on the Closing Date. On the Closing Date, any and all references in
any Loan Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement.


 


2.         
 LOAN AND TERMS OF PAYMENT.


 


2.1.        Revolver
Advances.


 


(a)          On
the Closing Date, the outstanding principal balance of the Advances (as defined in the Existing Credit Agreement) is $102,421,712.43.
All Advances (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement on the Closing Date
shall be continued and shall, for all purposes of this Agreement, constitute Advances hereunder owing to Lenders as if such Advances
had been made by Lenders to Borrowers hereunder. Subject to the terms and conditions of this Agreement, and during the term of
this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make revolving
loans ("Advances") to Borrowers in an amount at any one time outstanding not to exceed the lesser of:


 


(i)          such
Lender's Revolver Commitment, or


 


(ii)         such
Lender's Pro Rata Share of an amount equal to the lesser of:


 



    	-3-



    	 



    

 


(A)         the
Maximum Revolver Amount less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal
amount of Swing Loans outstanding at such time, and


 


(B)         the
Borrowing Base at such time less the sum of (1) the Letter of Credit Usage at such time, plus (2) the principal
amount of Swing Loans outstanding at such time.


 


(b)          Amounts
borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed
at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued
thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant
to the terms of this Agreement.


 


(c)          Anything
to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) to establish,
increase, reduce, eliminate, or otherwise adjust reserves from time to time against the Borrowing Base or the Maximum Revolver
Amount in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate,
including (i) reserves in an amount equal to the Bank Product Reserve Amount, and (ii) reserves with respect to (A) sums
that any Borrower is or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such
as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases)
and has failed to pay when due, (B) amounts owing by any Borrower or its Subsidiaries to any Person to the extent secured
by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien which is a permitted purchase money Lien or the
interest of a lessor under a Capital Lease or Liens securing the Term Loan Indebtedness and subject to the Intercreditor Agreement),
which Lien or trust, in the Permitted Discretion of Agent likely would be pari passu with or have a priority superior to
Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers,
or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such
item of the Collateral, (C) price adjustments, damages, unearned discounts, returned products or
other matters for which credit memoranda are issued in the ordinary course of a Borrower's business; (D) shrinkage, spoilage
and obsolescence of Inventory; (E) slow moving Inventory; (F) amounts relating to currency exchange rate risk; (G) amounts
determined by Agent (in its Permitted Discretion) to be necessary in order to complete any Remedial Action required in order for
Borrowers and their Subsidiaries to be in compliance in all material respects with applicable Environmental Law or to cause to
be discharged any existing or reasonably expected Environmental Liabilities; and (H) such other specific events, conditions
or contingencies as to which Agent, in its reasonable credit judgment as is customary for asset based facilities of this type,
determines reserves should be established from time to time hereunder.


 


2.2.        Revolver
Increases.


 


Borrowers may, prior
to the Maturity Date, by written notice to Agent (whereupon Agent shall promptly deliver a copy to each of the Lenders), request
up to 2 increases (in minimum increments of $25,000,000) and not to exceed $50,000,000 in the aggregate, to the amount of
the Maximum Revolver Amount (any such increase, a "Revolver 


 



    	-4-



    	 



    

 


Increase"
and collectively, the "Revolver Increases"); provided, that (i) no such request shall be made, and no Revolver
Increase shall be effective, if at the time that such Revolver Increase is to be made (and after giving effect thereto) a Default
or Event of Default shall exist, (ii) any such Revolver Increase will be subject to a closing fee to be determined and (iii)
the available amount of Revolver Increases shall be decreased by each dollar of Incremental Loans (as defined in the Term Loan
Credit Agreement as in effect on the date hereof) advanced under the Term Loan Credit Agreement in excess of $25,000,000. The notice
from Borrowers pursuant to this Section shall set forth the requested amount of such Revolver Increase. If Borrowers' request for
the Revolver Increase satisfies all of the terms and conditions set forth herein, Agent shall notify Borrowers and each Lender
of the date such Revolver Increase is to be made (in each case, which date shall be within 10 Business Days of the date each of
the foregoing conditions have been satisfied or waived). Each Lender shall have the option (but shall have no obligation) to participate
in such Revolver Increase by notifying Agent within 5 Business Days of receipt by such Lender of notice of such Revolver Increase
that such Lender elects to participate. With respect to any Revolver Increase, each participating Lender's Revolver Commitment
shall be increased by its Pro Rata Share of such Revolver Increase. If one or more Lenders elect not to participate in a Revolver
Increase, the participating Lenders may elect to increase their participation in such Revolver Increase. If sufficient Lenders
do not elect to participate in such Revolver Increase, Agent and Borrowers may add new lenders for such purpose, subject to the
provisions of Section 13. In connection with each Revolver Increase and as a further condition to providing each Revolver
Increase, Lenders and each Loan Party shall execute such amendments, agreements, instruments and documents, if any, as Agent shall
reasonably request to evidence such Revolver Increase and to increase each minimum Excess Availability or minimum Availability
threshold set forth in this Agreement and the other Loan Documents by an amount in proportion to such Revolver Increase and, any
Person that becomes a Lender shall execute a joinder to this Agreement as a Lender.


 


2.3.        Borrowing
Procedures and Settlements.


 


(a)          Procedure
for Borrowing. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent. Unless Swing Lender
is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later
than 12:00 noon (Chicago time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing,
and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender
is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 12:00 noon
(Chicago time) on the Business Day prior to the date that is the requested Funding Date. At Agent's election, in lieu of delivering
the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time.
In such circumstances, each Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the
giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.


 


(b)          Making
of Swing Loans. In the case of a request for an Advance and so long as the aggregate amount of Swing Loans made since the last
Settlement Date, minus the amount of Collections or payments applied to Swing Loans since the last Settlement Date, plus the amount
of the requested Advance does not exceed $10,000,000, and Swing Lender, in its sole


 



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discretion, shall
agree to make a Swing Loan, Swing Lender shall make an Advance in the amount of such requested Borrowing (any such Advance made
solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a "Swing Loan" and such
Advances being referred to collectively as "Swing Loans") available to Borrowers on the Funding Date applicable
thereto by transferring immediately available funds to the Designated Account. Each Swing Loan shall be deemed to be an Advance
hereunder and shall be subject to all the terms and conditions (including Section 3) applicable to other Advances,
except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions
of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender
has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not
be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the
Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions
precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing
Loan. The Swing Loans shall be secured by Agent's Liens, constitute Advances and Obligations hereunder, and bear interest at the
rate applicable from time to time to Advances that are Base Rate Loans.


 


(c)       
  Making of Loans.


 


(i)          In
the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant
to Section 2.3(a), Agent shall notify the Lenders, not later than 3:00 p.m. (Chicago time) on the Business Day immediately
preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested
Borrowing. Each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately
available funds, to Agent's Account, not later than 12:00 noon (Chicago time) on the Funding Date applicable thereto. After Agent's
receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrowers on the applicable Funding
Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided,
however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make,
and no Lender shall have the obligation to make, any Advance if (1) one or more of the applicable conditions precedent set forth
in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition
has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.


 


(ii)         Unless
Agent receives notice from a Lender prior to 11:00 a.m. (Chicago time) on the date of a Borrowing, that such Lender will not make
available as and when required hereunder to Agent for the account of Borrowers the amount of that Lender's Pro Rata Share of the
Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds
on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers
on such date a corresponding amount. If any Lender shall not have made its full amount available to Agent in immediately available
funds and if Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day following
such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during
such period. A notice submitted by Agent to any Lender with respect to


 



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amounts owing
under this Section 2.3(c)(ii) shall be conclusive, absent manifest or demonstrable error. If such amount is so made
available, such payment to Agent shall constitute such Lender's Advance on the date of Borrowing for all purposes of this Agreement.
If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrowers of such
failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agent's account, together with interest
thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the
time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve
any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the
failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.


 


(d)          Protective
Advances and Optional Overadvances.


 


(i)          Any
contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv) and the
last sentence of this Section 2.3(d)(i), Agent hereby is authorized by Borrowers and the Lenders, from time to time
in Agent's sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at
any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances
to, or for the benefit of, Borrowers on behalf of the Lenders (in an aggregate amount for all such Advances taken together not
exceeding $15,000,000 outstanding at any one time) that Agent, in its Permitted Discretion deems necessary or desirable (1) to
preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations
(other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred
to as "Protective Advances"). In any event, if any Protective Advances remain outstanding for more than 30 days,
unless otherwise agreed to by the Required Lenders, Agent shall not make additional Protective Advances.


 


(ii)         Any
contrary provision of this Agreement or any other Loan Document notwithstanding, but subject to Section 2.3(d)(iv),
and the last sentence of this Section 2.3(d)(ii), the Lenders hereby authorize Agent or Swing Lender, as applicable, and
either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances
(including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after
giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $15,000,000, and
(B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the
Loan Account for interest, fees, or Lender Group Expenses) does not exceed the Maximum Revolver Amount. In the event Agent obtains
actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the
amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional)
intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses)
unless Agent determines that prior notice would result in imminent harm to the Collateral or its value, in which case Agent may
make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders with Revolver Commitments thereupon
shall, together with Agent, jointly determine the terms of arrangements


 



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that shall be
implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers
to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the
proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according
to the determination of the Required Lenders. The foregoing provisions are meant for the benefit of the Lenders and Agent and are
not meant for the benefit of Borrowers, which shall continue to be bound by the provisions of Section 2.5. Each Lender
with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) (or Section 2.3(g),
as applicable) for the amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender,
any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging
to the Loan Account of interest, fees, or Lender Group Expenses. In any event: (x) if any Overadvance remains outstanding
for more than 30 days, unless otherwise agreed to by the Required Lenders, Borrowers shall immediately repay Advances in an amount
sufficient to eliminate all such Overadvances, and (y) after the date all such Overadvances have been eliminated, there must
be at least five consecutive days before Overadvances are made.


 


(iii)        Each
Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance
shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable
to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on demand, secured by Agent's
Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate
Loans. The ability of Agent to make Protective Advances is separate and distinct from its ability to make Overadvances and its
ability to make Overadvances is separate and distinct from its ability to make Protective Advances. For the avoidance of doubt,
the limitations on Agent's ability to make Protective Advances do not apply to Overadvances and the limitations on Agent's ability
to make Overadvances do not apply to Protective Advances. The provisions of this Section 2.3(d) are for the exclusive benefit
of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers in any way.


 


(iv)        Notwithstanding
anything contained in this Agreement or any other Loan Document to the contrary: (A) no Overadvance or Protective Advance
may be made by Agent if such Advance would cause the aggregate principal amount of Overadvances and Protective Advances outstanding
to exceed an amount equal to ten percent (10%) of the Maximum Revolver Amount; (B) to the extent any Protective Advance causes
the aggregate Revolver Usage to exceed the Maximum Revolver Amount, each such Protective Advance shall be for Agent's sole and
separate account and not for the account of any Lender and shall be entitled to priority in repayment in accordance with Section 2.4(b);
and (C) no Lender shall be required to make Advances (including reimbursement to Agent of Overadvances and Protective Advances)
in excess of the amount of its Revolver Commitment.


 


(e)          Settlement.
It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender's
Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which
agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration of this Agreement and the other
Loan Documents, settlement among


 



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the Lenders as
to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following
provisions:


 


(i)          Agent
shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis if so
determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with
respect to the outstanding Protective Advances, and (3) with respect to Borrowers' or their Subsidiaries' Collections or payments
received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested
Settlement, no later than 4:00 p.m. (Chicago time) on the Business Day immediately prior to the date of such requested Settlement
(the date of such requested Settlement being the "Settlement Date"). Such notice of a Settlement Date shall include
a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior
Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount
of the Advances (including Swing Loans and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender's
Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no
later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such
Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the
Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if the amount
of the Advances (including Swing Loans and Protective Advances) made by a Lender is less than such Lender's Pro Rata Share of the
Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago
time) on the Settlement Date transfer in immediately available funds to Agent's Account, an amount such that each such Lender shall,
upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective
Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against
the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective
Advances representing Swing Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not
made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent
shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting
Lender Rate.


 


(ii)         In
determining whether a Lender's balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater
than such Lender's Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as
part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect
to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral.


 


(iii)        Between
Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender,
as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied
to the reduction of the Advances, for application to the Protective Advances or Swing Loans. Between Settlement Dates, Agent, to
the extent no


 



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Protective Advances
or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance
with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender's Pro Rata
Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrowers or their Subsidiaries received since
the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Advances other than to
Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent
shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)),
to be applied to the outstanding Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount,
have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender
with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between
Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to
interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent,
or the Lenders, as applicable.


 


(iv)        Anything
in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be
entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement
the provisions set forth in Section 2.3(g).


 


(f)          Notation.
Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Advances owing to
each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein
of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and accurate.


 


(g)          Defaulting
Lenders.


 


(i)          Agent
shall not be obligated to transfer to a Defaulting Lender any payments made by any Borrower to Agent for the Defaulting Lender's
benefit or any Collections or proceeds of Collateral that would otherwise be remitted hereunder to the Defaulting Lender, and,
in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first, to Swing Lender
to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but were not, repaid by the Defaulting
Lender, (B) second, to the Issuing Lender, to the extent of the portion of a Letter of Credit Disbursement that was required
to be, but was not, repaid by the Defaulting Lender, (C) third, to each Non-Defaulting Lender ratably in accordance with their
Commitments (but, in each case, only to the extent that such Defaulting Lender's portion of an Advance (or other funding obligation)
was funded by such other Non-Defaulting Lender), (D) to a suspense account maintained by Agent, the proceeds of which shall
be retained by Agent and may be made available to be re-advanced to or for the benefit of Borrowers as if such Defaulting Lender
had made its portion of Advances (or other funding obligations) hereunder, and (E) from and after the date on which all other
Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(ii). Subject
to the foregoing, Agent may hold and, in its Permitted Discretion, prior to the occurrence and continuation of an Application Event,
re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by


 



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Agent for the
account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents
(including the calculation of Pro Rata Share in connection therewith) and for the purpose of calculating the fee payable under
Section 2.10(b), such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's Commitment shall
be deemed to be zero; provided, however, that the foregoing shall not apply to any of the matters governed by Section 14.1(a)(i)
through (iii). The provisions of this Section 2.3(g) shall remain effective with respect to such Defaulting
Lender until the earlier of (y) the date on which the Non-Defaulting Lenders, Agent, Issuing Lender and Borrowers shall have
waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which
such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by
Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate
assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has
occurred and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released
to Borrower). The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Commitment
of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations
hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to Agent or to the Lenders
other than such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall
constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written
notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender
to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall
have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance
in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails
to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including
(1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its
Pro Rata Share of the Letters of Credit); provided, however, that any such assumption of the Commitment of such Defaulting
Lender shall not be deemed to constitute a waiver of any of the Lender Groups' or any Borrower's rights or remedies against any
such Defaulting Lender arising out of or in relation to such failure to fund. In the event of a direct conflict between the priority
provisions of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it
is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to
be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of this Section 2.3(g) shall control and govern.


 


(ii)          If
any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:


 


(A)         such
Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in
accordance with their respective Pro Rata Shares but only to the extent (x) the sum of the Revolving Loan Exposure of all
Non-Defaulting Lenders plus such Defaulting Lender's Swing Loan Exposure


 



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and Letter of
Credit Exposure does not exceed the total of all Non-Defaulting Lenders' Revolver Commitments and (y) the conditions set forth
in Section 3.2 are satisfied at such time;


 


(B)         if
the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrower shall within one Business Day
following notice by the Agent (x) first, prepay such Defaulting Lender's Swing Loan Exposure (after giving effect to any partial
reallocation pursuant to clause (A) above) and (y) second, cash collateralize such Defaulting Lender's Letter of Credit Exposure
(after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered
into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding;
provided, that (I) Borrower shall not be obligated to cash collateralize any Defaulting Lender's Letter of Credit Exposure
if such Defaulting Lender is also the Issuing Lender and (II) Agent shall from time to time upon Borrower's request release
any such cash collateral to Borrower to the extent the amount of such cash collateral exceeds such Defaulting Lender's Letter of
Credit Exposure not otherwise reallocated;


 


(C)         if
Borrower cash collateralizes any portion of such Defaulting Lender's Letter of Credit Exposure pursuant to this Section 2.3(g)(ii),
Borrower shall not be required to pay any Letter of Credit fees to Agent for the account of such Defaulting Lender pursuant to
Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender's Letter of Credit Exposure during
the period such Letter of Credit Exposure is cash collateralized;


 


(D)         to
the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii),
then the Letter of Credit fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be adjusted in accordance
with such Non-Defaulting Lenders' Letter of Credit Exposure;


 


(E)         to
the extent any Defaulting Lender's Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this Section
2.3(g)(ii), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, all Letter of
Credit fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion
of such Letter of Credit Exposure shall instead be payable to the Issuing Lender until such portion of such Defaulting Lender's
Letter of Credit Exposure is cash collateralized or reallocated;


 


(F)         so
long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and the Issuing Lender
shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender's
Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii) or (y) the
Swing Lender or Issuing Lender, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing
Lender or Issuing Lender, as applicable, and Borrower to eliminate the Swing Lender's or Issuing Lender's risk with respect to
the Defaulting Lender's participation in Swing Loans or Letters of Credit, including the cash collateralization of any Defaulting
Lender's Letter of Credit Exposure as provided in Section 2.3(g)(ii)(B); and


 



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(G)         Agent
may release any cash collateral provided by Borrower pursuant to this Section 2.3(g)(ii) to the Issuing Lender and the Issuing
Lender may apply any such cash collateral to the payment of such Defaulting Lender's Pro Rata Share of any Letter of Credit Disbursement
that is not reimbursed by Borrower pursuant to Section 2.11(a).


 


(h)          Independent
Obligations. All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and
in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any
other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of
any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no
failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.


 


2.4.        Payments;
Reduction of Commitments; Prepayments.


 


(a)          Payments
by Borrower.


 


(i)          Except
as otherwise expressly provided herein, all payments by any Borrower or any Guarantor shall be made to Agent's Account for the
account of the Lender Group and shall be made in immediately available funds, no later than 1:00 p.m. (Chicago time) on the date
specified herein. Any payment received by Agent later than 1:00 p.m. (Chicago time) shall be deemed to have been received on the
following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.


 


(ii)         Unless
Agent receives notice from Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers
will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment
in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent
Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand
such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date
such amount is distributed to such Lender until the date repaid.


 


(b)          Apportionment
and Application.


 


(i)          So
long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the
unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses
received by Agent (other than fees or expenses that are for Agent's separate account or for the separate account of the Issuing
Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which
a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject
to Section 2.4(b)(iv) and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent,
shall be applied, so long as no


 



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Application Event
has occurred and is continuing, except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of
the Advances outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto
under applicable law.


 


(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 as follows:


 


(A)      first,
to pay any Lender Group Expenses (including cost or expense reimbursements) then due to Agent or indemnities then due to
Agent under the Loan Documents, until paid in full,


 


(B)       second,
to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,


 


(C)       third,
to pay interest due in respect of all Protective Advances until paid in full,


 


(D)       fourth,
to pay the principal of all Protective Advances until paid in full,


 


(E)       fifth,
ratably, to pay any Lender Group Expenses then due to the Lender Group (including cost or expense reimbursements) or indemnities
then due to any of the Lenders under the Loan Documents, until paid in full,


 


(F)       sixth,
ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,


 


(G)       seventh,
to pay interest accrued in respect of the Swing Loans until paid in full,


 


(H)       eighth,
to pay the principal of all Swing Loans until paid in full,


 


(I)         ninth,
ratably, to pay interest accrued in respect of the Advances (other than Protective Advances) until paid in full,


 


(J)         tenth,
ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the benefit
of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account
of the Issuing Lender, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the Letter
of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any Letter
of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held
by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(ii),
beginning with tier (A) hereof), and (iii) to the Bank Product Providers to the extent that the amount of Bank Product Obligations
owed to each


 



    	-14-



    	 



    

 


such Bank Product
Provider is reflected in the Bank Product Reserve Amount at such time (after taking into account any amounts previously paid pursuant
to this clause (iii) during the continuation of the applicable Application Event),


 


(K)       eleventh,
to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product
Providers on account of all amounts then due and payable in respect of Bank Product Obligations in excess of the amounts described
in tier (J) hereof, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers,
as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such
Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed
to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such
Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product
Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),


 


(L)        twelfth,
ratably to pay any Obligations owed to Defaulting Lenders; and


 


(M)      thirteenth,
to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.


 


(iii)        Agent
promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).


 


(iv)        In
each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to
any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due
and payable (or prepayable) under any provision of this Agreement or any other Loan Document.


 


(v)         For
purposes of Section 2.4(b)(ii), "paid in full" of a type of Obligation means payment in cash or immediately
available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of
any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the
foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(vi)        In
the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained
in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and
construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict
that cannot be resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4,
then the provisions of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this
Section 2.4 shall control and govern.


 



    	-15-



    	 



    

 


(c)          Reduction
of Commitments.


 


(i)          The
Revolver Commitments shall terminate on the Maturity Date. Borrowers may reduce the Revolver Commitments, without premium or penalty,
other than any payments required pursuant to Section 2.12(b)(ii), to an amount (which may be zero) (A) not less than
the sum of (x) the Revolver Usage as of such date, plus (y) the principal amount of all Advances not yet made as to which
a request has been given by Borrowers under Section 2.3(a), plus (z) the amount of all Letters of Credit not yet
issued as to which a request has been given by Borrowers pursuant to Section 2.11(a), and (B) that would not cause
WFCF's Pro Rata Share of the Maximum Revolver Amount to be less than $30,000,000 or if WFCF has assigned all or any portion of
its Revolver Commitment after the Closing Date, an amount equal to $30,000,000 minus such assigned amounts. Each such reduction
shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount
of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing
not less than 10 Business Days prior written notice to Agent and shall be irrevocable. Once reduced, the Revolver Commitments may
not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately
in accordance with its Pro Rata Share thereof.


 


(d)          Optional
Prepayments. Borrowers may prepay the principal of any Advance at any time in whole or in part, without premium or penalty,
other than payments required pursuant to Section 2.12(b)(ii).


 


(e)          Mandatory
Prepayments.


 


(i)          Borrowing
Base. If, at any time, (A) the Revolver Usage on such date exceeds (B) the Borrowing Base (such excess being referred to as
the "Borrowing Base Excess"), then Borrowers shall within 1 Business Day thereof prepay the Obligations in accordance
with Section 2.4(f) in an aggregate amount equal to the Borrowing Base Excess.


 


(ii)         Dispositions.
Subject to the applicable provisions of the Intercreditor Agreement, within 1 Business Day of the date of receipt by any Loan Party
or any of its Subsidiaries of the Net Cash Proceeds in excess of $1,000,000 from any voluntary or involuntary sale or disposition
by any Loan Party or any of its Subsidiaries of assets (excluding sales or dispositions which qualify as Permitted Dispositions
under clauses (a), (b), (c), (d), (e), (i), (j) and (l) of the definition of Permitted Dispositions and, to the extent that a Dominion
Period is not then in effect, clause (f) of the definition of Permitted Disposition, but including casualty losses or condemnations
in respect thereof), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)
in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such
Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default
shall have occurred and is continuing or would result therefrom, (B) Borrowers shall have given Agent prior written notice
of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such
sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrowers or their
Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest,
and (D) Borrowers or their Subsidiaries, as applicable, complete such replacement, purchase, or construction, or enter into
a


 



    	-16-



    	 



    

 


binding commitment
with respect to such replacement, purchase or construction, in each case within 365 days after the initial receipt of such monies,
then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of
replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period
shall have expired without such replacement, purchase, or construction being made or completed (or, in the case of replacements,
purchases or construction to which Borrowers or their Subsidiaries have committed within such 365-day period, to the extent that
such replacement, purchase or construction shall not have been made or completed within 180 days from the end of such 365-day period),
in which case, any amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied
in accordance with Section 2.4(f); provided, however, that (x) in the case of ABL Priority Collateral,
Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases,
or construction in excess of $1,500,000 in any given fiscal year 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, such replacements, purchases and construction are permitted by the terms
of the Term Loan Credit Agreement (as in effect on the date hereof) or, if the Term Loan Credit Agreement is no longer in effect,
such Net Cash Proceeds are in excess of $1,500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(ii)
shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with
Section 6.4. For clarity, in the event that Borrowers at any time elect to apply the Net Cash Proceeds described in
this Section 2.4(e)(ii) to prepay the Obligations, the reinvestment requirements described herein shall cease to be applicable
to Borrowers and their Subsidiaries without regard to whether such amounts are subsequently reborrowed.


 


(iii)        Extraordinary
Receipts. Subject to the applicable provisions of the Intercreditor Agreement, within 1 Business Day of the date of receipt
by any Loan Party or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount
of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Net Cash Proceeds of such Extraordinary
Receipts.


 


(iv)        Indebtedness.
Subject to the applicable provisions of the Intercreditor Agreement, within 1 Business Day of the date of incurrence by any Loan
Party or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding
principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Net Cash Proceeds
received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iv) shall not be deemed
to be implied consent to any such incurrence otherwise prohibited by the terms and conditions of this Agreement.


 


(v)         Net
Cash Proceeds Rejected by a Term Loan Lender. Within 1 Business Day of the date that Administrative Borrower is permitted
under the Term Loan Credit Agreement to retain any Net Cash Proceeds that otherwise would have been required to be paid as a mandatory
prepayment of the Term Loan Indebtedness under any of Sections 5.2(a), (b) and (e) of the Term Loan Credit Agreement (the "Rejected
Term Loan Prepayment Proceeds"),


 



    	-17-



    	 



    

 


Borrowers shall
prepay the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Rejected Term Loan Prepayment
Proceeds.


 


(vi)        No
Reduction of Maximum Revolver Amount. For clarity, none of the mandatory prepayments described in this Section 2.4(e)
shall have the effect of reducing the Maximum Revolver Amount.


 


(vii)       Exceptions
for Foreign Subsidiaries. Notwithstanding anything to the contrary contained in this Section 2.4(e), (i) to the
extent that any of or all the Net Cash Proceeds of any disposition or Extraordinary Receipts by a Foreign Subsidiary ("Foreign
Disposition") attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being repatriated
to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to repay Obligations
at the times provided in this Section 2.4(e) but may be retained by the applicable Foreign Subsidiary so long, but only
so long, as the applicable local law will not permit repatriation to the United States (Borrowers hereby agree to cause the applicable
Foreign Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation), and once such
repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law, such repatriation will be immediately
effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than two Business Days after such
repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant
to this Section 2.4(e) and (ii) to the extent that the Administrative Borrower has determined in good faith that repatriation
of any of or all the Net Cash Proceeds of any Foreign Disposition would have adverse tax cost consequences with respect to such
Net Cash Proceeds (including, without limitation, creating a tax obligation or requiring the use of net operating losses or similar
tax credits to reduce such tax obligation), such Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary;
provided that, in the case of this clause (ii), on or before the date on which any such Net Cash Proceeds so retained would otherwise
have been required to be applied to reinvestments or prepayments pursuant to Section 2.4(e)(ii), Borrowers may, at their
option, apply an amount equal to such Net Cash Proceeds to such reinvestments or prepayments, as applicable, as if such Net Cash
Proceeds had been received by a Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have
been payable or reserved against (or, if applicable, the net operating losses that would have been applied) if such Net Cash Proceeds
had been repatriated (or, if less, the Net Proceeds that would be calculated if received by such Foreign Subsidiary).


 


(f)        
  Application of Payments. Each prepayment pursuant to Section 2.4(e)(i), 2.4(e)(ii), 2.4(e)(iii), 2.4(e)(iv)
and 2.4(e)(v) shall, (A) so long as no Application Event shall have occurred and be continuing, be applied, first,
to the outstanding principal amount of the Advances until paid in full, and second, to cash collateralize the Letters
of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, and (B) if an Application Event shall
have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii).


 


2.5.  
     Overadvances.


 


If, at any time or for
any reason, the amount of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 or Section 2.11
is greater than any of the limitations set forth in Section 2.1 or Section 2.11, as applicable (an "Overadvance"),
Borrowers shall


 



    	-18-



    	 



    

 


immediately pay to Agent,
in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities
set forth in Section 2.4(b). Borrowers promise to pay the Obligations (including principal, interest, fees, costs,
and expenses) in full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations)
become due and payable pursuant to the terms of this Agreement.


 


2.6.        Interest
Rates and Letter of Credit Fee: Rates, Payments, and Calculations.


 


(a)        Interest
Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit) that have been
charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:


 


(i)          if
the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin, and


 


(ii)         otherwise,
at a per annum rate equal to the Base Rate plus the Base Rate Margin.


 


(b)          Letter
of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, subject to any
agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs
set forth in Section 2.11(e)) which shall accrue at a per annum rate equal to the LIBOR Rate Margin times the Daily
Balance of the undrawn amount of all outstanding Letters of Credit.


 


(c)          Default
Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of the Required Lenders,


 


(i)          all
Obligations (except for undrawn Letters of Credit) that have been charged to the Loan Account pursuant to the terms hereof shall
bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise
applicable hereunder, and


 


(ii)         the
Letter of Credit fee provided for in Section 2.6(b) shall be increased to 2 percentage points above the per annum
rate otherwise applicable hereunder.


 


(d)          Payment.
Except to the extent provided to the contrary in Section 2.10 or Section 2.12(a), all interest, all Letter
of Credit fees, all other fees payable hereunder or under any of the other Loan Documents, and all costs, expenses, and Lender
Group Expenses payable hereunder or under any of the other Loan Documents shall be due and payable, in arrears, on the first day
of each month at any time that Obligations or Commitments are outstanding. Each Borrower hereby authorizes Agent, from time to
time without prior notice to such Borrower, to charge all interest, Letter of Credit fees, and all other fees payable hereunder
or under any of the other Loan Documents (in each case, as and when due and payable), all costs, expenses, and Lender Group Expenses
payable hereunder or under any of the other Loan Documents (in each case, as and when incurred), all charges, commissions, fees,
and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.10
(as and when accrued or incurred), and all other payments as and when due and payable under


 



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any Loan Document
or any Bank Product Agreement (including any amounts due and payable to the Bank Product Providers in respect of Bank Products)
to the Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable
to Advances that are Base Rate Loans; provided, however, that the Borrowers shall have 2 Business Days to review
and pay Lender Group Expenses comprised of attorneys' fees prior to Agent charging the Loan Account. Any interest, fees, costs,
expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product
Agreement that are charged to the Loan Account shall thereafter constitute Advances hereunder and shall initially accrue interest
at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into LIBOR Rate Loans in accordance
with the terms of this Agreement).


 


(e)          Computation.
All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year or in the case of Base
Rate Loans only, on the basis of a 365 or 366 day year (as the case may be), in each case, for the actual number of days elapsed
in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the
rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount
equal to such change in the Base Rate.


 


(f)          Intent
to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any
other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction
shall, in a final determination, deem applicable. Each Borrower and the Lender Group, in executing and delivering this Agreement,
intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however,
that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds
the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall
be liable only for the payment of such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum,
whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.


 


2.7.        Crediting
Payments.


 


The receipt of any
payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available
federal funds made to Agent's Account or unless and until such payment item is honored when presented for payment. Should any payment
item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall
be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received
by Agent only if it is received into Agent's Account on a Business Day on or before 1:00 p.m. (Chicago time). If any payment item
is received into Agent's Account on a non-Business Day or after 1:00 p.m. (Chicago time) on a Business Day, it shall be deemed
to have been received by Agent as of the opening of business on the immediately following Business Day.


 



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2.8.        Designated
Account.


 


Agent is authorized to
make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic
or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d).
Borrowers agree to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving
the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent
and Borrowers, any Advance or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the
Designated Account.


 


2.9.        Maintenance
of Loan Account; Statements of Obligations.


 


Agent shall maintain
an account on its books in the name of Borrowers (the "Loan Account") on which Borrowers will be charged with
the all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for
Borrowers' account, the Letters of Credit issued or arranged by Issuing Lender for Borrowers' account, and with all other payment
Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses, and Lender Group Expenses.
In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrowers
or for any Borrower's account. Agent shall render monthly statements regarding the Loan Account to Borrowers, including principal,
interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements,
absent manifest or demonstrable error, shall be conclusively presumed to be correct and accurate and constitute an account stated
between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Borrowers, Borrowers shall deliver to Agent
written objection thereto describing the error or errors contained in any such statements.


 


2.10.      Fees.


 


Borrower shall pay to
Agent,


 


(a)          for
the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.


 


(b)          for
the ratable account of those Lenders with Revolver Commitments, on the first day of each month from and after the Closing Date
up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to 0.375%
per annum times the result of (i) the aggregate amount of the Revolver Commitments, less (ii) the average Daily Balance
of the Revolver Usage during the immediately preceding month (or portion thereof).


 


(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







    	-21-



    	 



    

 


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 so long as no Event of Default shall have occurred and be continuing,
Borrowers shall not be obligated to reimburse Agent for more than 2 audits during any calendar year, or 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.


 


2.11.      Letters
of Credit.


 


(a)          Subject
to the terms and conditions of this Agreement, upon the request of Administrative Borrower made in accordance herewith, the Issuing
Lender agrees to issue, or to cause an Underlying Issuer (including, as Issuing Lender's agent) to issue, a requested Letter of
Credit. If Issuing Lender, at its option, elects to cause an Underlying Issuer to issue a requested Letter of Credit, then Issuing
Lender agrees that it will enter into arrangements relative to the reimbursement of such Underlying Issuer (which may include,
among, other means, by becoming an applicant with respect to such Letter of Credit or entering into undertakings which provide
for reimbursements of such Underlying Issuer with respect to such Letter of Credit; each such obligation or undertaking, irrespective
of whether in writing, a "Reimbursement Undertaking") with respect to Letters of Credit issued by such Underlying
Issuer. By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested
that Issuing Lender issue or that an Underlying Issuer issue the requested Letter of Credit and to have requested Issuing Lender
to issue a Reimbursement Undertaking with respect to such requested Letter of Credit if it is to be issued by an Underlying Issuer
(it being expressly acknowledged and agreed by each Borrower that Borrowers are and shall be deemed to be applicants (within the
meaning of Section 5-102(a)(2) of the Code) with respect to each Underlying Letter of Credit). Each request for the issuance
of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by
an Authorized Person and delivered to the Issuing Lender via hand delivery, telefacsimile, or other electronic method of transmission
reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and
substance reasonably satisfactory to the Issuing Lender and shall specify (i) the amount of such Letter of Credit, (ii) the
date of issuance, amendment, renewal, or extension of such Letter of Credit, (iii) the expiration date of such Letter of Credit,
(iv) the name and address of the beneficiary of the Letter of Credit, and (v) such other information (including, in the
case of an amendment, renewal, or extension, identification of the Letter of Credit to be so amended, renewed, or extended) as
shall be necessary to prepare, amend, renew, or extend such Letter of Credit. Anything contained herein to the contrary notwithstanding,
the Issuing Lender may, but shall not be obligated to, issue or cause the issuance of a Letter of Credit or to issue a Reimbursement
Undertaking in respect of an Underlying Letter of Credit, in either case, that supports the obligations of Borrowers or their Subsidiaries
in respect of (A) a lease of real property or (B) an employment contract. The Issuing Lender shall have no obligation
to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in either case, if any
of the following would result after giving effect to the requested issuance:


 



    	-22-



    	 



    

 


(i)          the
Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances (inclusive of Swing Loans),
or


 


(ii)         the
Letter of Credit Usage would exceed $15,000,000, or


 


(iii)        the
Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Advances (including Swing
Loans).


 


Issuing Lender shall
have no obligation to issue a Letter of Credit or a Reimbursement Undertaking in respect of an Underlying Letter of Credit, in
either case, if (I) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport
to enjoin or restrain Issuing Lender from issuing such Letter of Credit or Reimbursement Undertaking or Underlying Issuer from
issuing such Letter of Credit, or any law applicable to Issuing Lender or Underlying Issuer or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender or Underlying Issuer shall
prohibit or request that Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter
of Credit or Reimbursement Undertaking (as applicable) in particular, or (II) the issuance of such Letter of Credit would
violate one or more policies of Issuing Lender or Underlying Issuer applicable to letters of credit generally.


 


Each Letter of Credit
shall be in form and substance reasonably acceptable to the Issuing Lender, including the requirement that, except as provided
in the next paragraph of this Section 2.11(a)(iii), the amounts payable thereunder must be payable in Dollars. If Issuing
Lender makes a payment under a Letter of Credit or an Underlying Issuer makes a payment under an Underlying Letter of Credit, Borrowers
shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement on the date such Letter of Credit Disbursement
is made and, in the absence of such payment, the amount of the Letter of Credit Disbursement immediately and automatically shall
be deemed to be an Advance hereunder and, initially, shall bear interest at the rate then applicable to Advances that are Base
Rate Loans. If a Letter of Credit Disbursement is deemed to be an Advance hereunder, Borrowers' obligation to pay the amount of
such Letter of Credit Disbursement to Issuing Lender shall be discharged and replaced by the resulting Advance. Promptly following
receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender
or, to the extent that Lenders have made payments pursuant to Section 2.11(b) to reimburse the Issuing Lender, then
to such Lenders and the Issuing Lender as their interests may appear.


 


After the Closing Date,
Borrowers may request that Letters of Credit and/or Reimbursement Undertakings be issued in any lawful currency other than Dollars
that is at such time freely traded in the offshore interbank foreign exchange and foreign deposit market in which Issuing Lender
customarily funds loans in currencies other than Dollars, by means of a written request received by Agent at least 7 Business Days
prior to the issuance date for the Letter of Credit or Reimbursement Undertaking. Agent may accept or reject such request in the
exercise of its sole discretion and shall promptly inform Borrowers thereof. If Agent accepts any such request, the currency designated
shall be referred to as an "Agreed Alternate Currency". Notwithstanding the foregoing, any otherwise Agreed Alternate
Currency shall automatically cease being an Agreed Alternate Currency at such time that, in Agent's determination, such currency
could not reasonably be converted by Agent into Dollars within 3 Business Days.


 



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Upon any draw upon a
Letter of Credit or Reimbursement Undertaking, the amount of such draw shall be immediately converted into Dollars in the manner
provided in Section 2.15. The Letter of Credit Usage shall be adjusted at a frequency determined by Agent (but no less
frequently than monthly) on the basis of a mark-to-market conversion completed in the manner set forth in Section 2.15.


 


(b)          Promptly
following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(a), each Lender with a Revolver
Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to Section 2.11(a) on the same terms
and conditions as if Borrowers had requested the amount thereof as an Advance and Agent shall promptly pay to Issuing Lender the
amounts so received by it from the Lenders. By the issuance of a Letter of Credit or a Reimbursement Undertaking (or an amendment
to a Letter of Credit or a Reimbursement Undertaking increasing the amount thereof) and without any further action on the part
of the Issuing Lender or the Lenders with Revolver Commitments, the Issuing Lender shall be deemed to have granted to each Lender
with a Revolver Commitment, and each Lender with a Revolver Commitment shall be deemed to have purchased, a participation in each
Letter of Credit issued by Issuing Lender and each Reimbursement Undertaking, in an amount equal to its Pro Rata Share of such
Letter of Credit or Reimbursement Undertaking, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender,
such Lender's Pro Rata Share of any Letter of Credit Disbursement made by Issuing Lender or an Underlying Issuer under the applicable
Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Revolver Commitment hereby absolutely
and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender's Pro Rata Share of each Letter
of Credit Disbursement made by Issuing Lender or an Underlying Issuer and not reimbursed by Borrowers on the date due as provided
in Section 2.11(a), or of any reimbursement payment required to be refunded to Borrowers for any reason. Each Lender
with a Revolver Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender,
an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant to this Section 2.11(b)
shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event
of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make
available to Agent the amount of such Lender's Pro Rata Share of a Letter of Credit Disbursement as provided in this Section, such
Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover
such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.


 


(c)          Each
Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group and each Underlying Issuer harmless from any damage,
loss, cost, expense, or liability (other than Taxes, which shall be governed by Section 16), and reasonable attorneys'
fees incurred by Issuing Lender, any other member of the Lender Group, or any Underlying Issuer arising out of or in connection
with any Reimbursement Undertaking or any Letter of Credit; provided, however, that no Borrower shall be obligated
hereunder to indemnify the Issuing Lender, any other member of the Lender Group or the Underlying Issuer for any loss, cost, expense,
or liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct
of the Issuing Lender, any other member of the Lender Group, or any Underlying Issuer. Each Borrower agrees to be bound by the
Underlying Issuer's regulations and interpretations of any Letter of Credit or by Issuing


 



    	-24-



    	 



    

 


Lender's interpretations
of any Reimbursement Undertaking even though this interpretation may be different from such Borrower's own, and each Borrower understands
and agrees that none of the Issuing Lender, the Lender Group, or any Underlying Issuer shall be liable for any error, negligence,
or mistake, whether of omission or commission, in following any Borrower's instructions or those contained in the Letter of Credit
or any modifications, amendments, or supplements thereto. Each Borrower understands that the Reimbursement Undertakings may require
Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by a Borrower against
such Underlying Issuer. Each Borrower hereby agrees to indemnify, save, defend, and hold Issuing Lender and the other members of
the Lender Group harmless with respect to any loss, cost, expense (including reasonable and documented attorneys' fees), or liability
(other than Taxes, which shall be governed by Section 16) incurred by them as a result of the Issuing Lender's indemnification
of an Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify any Issuing
Lender or other member of the Lender Group for any such loss, cost, expense, or liability that a court of competent jurisdiction
finally determines to have resulted from that the gross negligence or willful misconduct of the Issuing Lender or any other member
of the Lender Group. Each Borrower hereby acknowledges and agrees that none of the Issuing Lender, any other member of the Lender
Group, or any Underlying Issuer shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment
in connection with any Letter of Credit.


 


(d)          Each
Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other
writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon
the Issuing Lender's instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the
related application.


 


(e)          Any
and all issuance charges, usage charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters
of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrowers to Agent
for the account of the Issuing Lender; it being acknowledged and agreed by Borrowers that, as of the Closing Date, the usage charge
imposed by the Underlying Issuer is .825% per annum times the undrawn amount of each Underlying Letter of Credit, that such usage
charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions,
drawings, and renewals.


 


(f)          If
by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the
interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Issuing Lender, any other member
of the Lender Group, or Underlying Issuer with any direction, request, or requirement (irrespective of whether having the force
of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to
time in effect (and any successor thereto):


 


(i)          any
reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused
to be issued hereunder or hereby, or


 



    	-25-



    	 



    

 


(ii)         there
shall be imposed on the Issuing Lender, any other member of the Lender Group, or Underlying Issuer any other condition regarding
any Letter of Credit or Reimbursement Undertaking,


 


and the result of the foregoing is to increase,
directly or indirectly, the cost to the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer of issuing,
making, guaranteeing, or maintaining any Reimbursement Undertaking or Letter of Credit or to reduce the amount receivable in respect
thereof by the Issuing Lender, the Underlying Issuer or any other member of the Lender Group, then, and in any such case, Agent
may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative
Borrower, and Borrowers shall pay within 30 days after demand therefor, such amounts as Agent may specify to be necessary to compensate
the Issuing Lender, any other member of the Lender Group, or an Underlying Issuer for such additional cost or reduced receipt,
together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to
Base Rate Loans hereunder; provided, however, that no Borrower shall be required to provide any compensation pursuant
to this Section 2.11(f) for any such amounts incurred more than 180 days prior to the date on which the demand for payment
of such amounts is first made to Borrowers (provided, that notwithstanding anything herein to the contrary, (A) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued
in connection therewith and (B) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities,
in each case pursuant to Basel III, shall each be deemed to be a change in applicable law or compliance requirement enacted after
the Closing Date regardless of the date actually enacted, adopted or issued); provided further, however, that
if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred to above shall be extended
to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section 2.11(f),
as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or
demonstrable error, be final and conclusive and binding on all of the parties hereto.


 


(g)          As
of the Closing Date, there are certain outstanding letters of credit that were issued under the Existing Credit Agreement (the
"Existing Wabash Letters of Credit") or under the Prior Credit Facilities (the "Existing Walker Letters
of Credit"; and together with the Existing Wabash Letters of Credit, the "Existing Letters of Credit"),
all as described on Schedule 2.11(g) hereto. Effective as of the Closing Date, the Existing Letters of Credit shall be deemed
to be Letters of Credit issued under this Agreement.


 


2.12.      LIBOR
Option.


 


(a)          Interest
and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall have the
option, subject to Section 2.12(b) below (the "LIBOR Option") to have interest on all or a portion
of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate
Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the
LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable
thereto; provided, that interest on each LIBOR Rate Loan having an Interest Period of six (6) months shall be


 



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payable on the
last day of each 3 month interval; (ii) the date on which all or any portion of the Obligations are accelerated pursuant to
the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of
each applicable Interest Period, unless Borrowers properly have exercised the LIBOR Option with respect thereto, the interest rate
applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the
same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrowers no longer shall have the option
to request that Advances bear interest at a rate based upon the LIBOR Rate.


 


(b)          LIBOR
Election.


 


(i)          Borrowers
may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR
Option by notifying Agent prior to 1:00 p.m. (Chicago time) at least 3 Business Days prior to the commencement of the proposed
Interest Period (the "LIBOR Deadline"). Notice of Borrowers' election of the LIBOR Option for a permitted portion
of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by
Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery
to Agent of a LIBOR Notice received by Agent prior to 7:00 p.m. (Chicago time) on the same day). Promptly upon its receipt of each
such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.


 


(ii)         Each
LIBOR Notice shall be irrevocable and binding on each Borrower. In connection with each LIBOR Rate Loan, each Borrower shall indemnify,
defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as
a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day
of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on
the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, "Funding Losses").
A certificate of Agent or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or
such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest or demonstrable
error. Borrowers shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of
such certificate. If a payment of a LIBOR Rate Loan on a day other than the last day of the applicable Interest Period would result
in a Funding Loss, Agent may, in its sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral
in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the applicable
LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation to so defer the application of payments to any LIBOR
Rate Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting
Funding Losses.


 


(iii)        Borrowers
shall have not more than 6 LIBOR Rate Loans in effect at any given time. Borrowers only may exercise the LIBOR Option for proposed
LIBOR Rate Loans of at least $1,000,000.


 



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(iv)        The
parties hereto agree that all interest periods with respect to LIBOR Rate Loans under the Existing Credit Agreement in existence
as of the Closing Date shall be deemed for all purposes to be Interest Periods selected under this Agreement for a like period,
commencing and ending on the same dates as the existing interest periods.


 


(c)          Conversion.
Borrowers may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, however, that in the event that
LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including
as a result of any automatic prepayment through the required application by Agent of proceeds of Borrowers' and their Subsidiaries'
Collections in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this
Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify,
defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12
(b)(ii).


 


(d)          Special
Provisions Applicable to LIBOR Rate.


 


(i)          The
LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable
law (other than changes in laws relative to Taxes, which shall be governed by Section 16) occurring subsequent to the
commencement of the then applicable Interest Period, including changes in the reserve requirements imposed by the Board of Governors
of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding or maintaining
loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such
a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice
from the affected Lender, Borrowers may, by notice to such affected Lender (y) require such Lender to furnish to Borrowers a statement
setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay
the LIBOR Rate Loans with respect to which such adjustment is made (together with any amounts due under Section 2.12(b)(ii)).
Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this
Section for any additional or increased costs incurred more than 180 days prior to the date that such Lender notifies the Borrowers
of such law giving rise to such additional or increased costs and of such Lender's intention to claim compensation therefor; provided
further that if such claim arises by reason of the adoption of or change in any law that is retroactive, then the 180 day period
day period referred to above shall be extended to include the period of retroactive effect thereof.


 


(ii)         In
the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation
or application thereof, shall at any time after the Closing Date, in the reasonable opinion of any Lender, make it unlawful or
impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or
charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and
Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate


 



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Loans of such
Lender that are outstanding, the date specified in such Lender's notice shall be deemed to be the last day of the Interest Period
of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then
applicable to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines
that it would no longer be unlawful or impractical to do so.


 


(e)          No
Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor
any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as
to which interest accrues at the LIBOR Rate.


 


2.13.      Capital
Requirements.


 


(a)          If,
after the Closing Date, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline
regarding capital or reserve requirements for banks or bank holding companies, or any change in the interpretation, implementation,
or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender
or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether
or not having the force of law), has the effect of reducing the return on such Lender's or such holding company's capital as a
consequence of such Lender's Commitments hereunder to a level below that which such Lender or such holding company could have achieved
but for such adoption, change, or compliance (taking into consideration such Lender's or such holding company's then existing policies
with respect to capital adequacy and assuming the full utilization of such entity's capital) by any amount deemed by such Lender
to be material, then such Lender may notify Administrative Borrower and Agent thereof (provided, that notwithstanding anything
herein to the contrary, (A) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives thereunder or issued in connection therewith and (B) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a change
in applicable law or compliance requirement enacted after the Closing Date regardless of the date actually enacted, adopted or
issued). Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return
of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in
the amount and setting forth in reasonable detail such Lender's calculation thereof and the assumptions upon which such calculation
was based (which statement shall be deemed true and correct absent manifest or demonstrable error). In determining such amount,
such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that
no Borrower shall be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180
days prior to the date that such Lender notifies Borrowers of such law, rule, regulation or guideline giving rise to such reductions
and of such Lender's intention to claim compensation therefor; provided further that if such claim arises by reason
of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to
above shall be extended to include the period of retroactive effect thereof.


 



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(b)          If
any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or amounts under Section 2.13(a)
or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (any such Lender, an "Affected
Lender"), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending
offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable
judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i)
or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of funding or maintaining LIBOR
Rate Loans and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it
to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay
all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment.
If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign
its rights to another of its offices or branches so as to eliminate Borrowers' obligation to pay any future amounts to such Affected
Lender pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, or to enable Borrowers to obtain
LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i)
or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender
withdraws its request for such additional amounts under Section 2.12(d)(i) or Section 2.13(a), as applicable,
or indicates that it is no longer unlawful or impractical to fund or maintain LIBOR Rate Loans, may seek a substitute Lender reasonably
acceptable to Agent to purchase the Obligations (other than any Bank Product Obligations if so specified pursuant to agreements
between the relevant Bank Product Provider and the applicable Loan Party) owed to such Affected Lender and such Affected Lender's
Commitments hereunder (a "Replacement Lender"), and if such Replacement Lender agrees to such purchase, such Affected
Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement,
and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender" for purposes
of this Agreement and such Affected Lender shall cease to be a "Lender" for purposes of this Agreement. In connection
with the arrangement of such a Replacement Lender, the Affected Lender shall have no right to refuse to be replaced hereunder,
and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of Replacement Lender (and agrees that
it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid its share of the
outstanding Obligations at par (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts
than may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters
of Credit).


 


2.14.      Joint
and Several Liability of Borrowers.


 


(a)          Each
Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each
Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.


 



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(b)          Each
Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including
any Obligations arising under this Section 2.14), it being the intention of the parties hereto that all the Obligations
shall be the joint and several obligations of each Borrower without preferences or distinction among them.


 


(c)          If
and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to
perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such
payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full.


 


(d)          The
Obligations of each Borrower under the provisions of this Section 2.14 constitute the absolute and unconditional, full
recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.14(d))
or any other circumstances whatsoever.


 


(e)          Except
as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability,
notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default,
Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent
or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to
the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement
(except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement
of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance
of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in
respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this
Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition,
substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower
assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure
by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently
to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but
for the provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.14, it being the intention of each Borrower that, so long
as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.14 shall
not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under
this Section 2.14 shall not be diminished or rendered unenforceable by any


 



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winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender.


 


(f)          Each
Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers
and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.
Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions
of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers' financial
condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.


 


(g)          The
provisions of this Section 2.14 are made for the benefit of Agent, each member of the Lender Group, each Bank Product
Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers
as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any Bank
Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or
their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other
source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14
shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time,
any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned
by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this
Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made.


 


(h)          Each
Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with
respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or
Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have
been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any
Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby expressly made subordinate
and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the
prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization
or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary
or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether
in cash, securities or other property, shall be made to any other Borrower therefor.


 


(i)          Each
Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will
not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations
shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect, enforce or receive
any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as


 



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trustee for Agent,
and such Borrower shall deliver any such amounts to Agent for application to the Obligations in accordance with Section 2.4(b).


 


2.15.      Dollars;
Conversion to Dollars.


 


Unless otherwise specifically
set forth in this Agreement, all monetary amounts shall be in Dollars. All valuations or computations of monetary amounts set forth
in this Agreement shall include the Dollar Equivalent of amounts designated in any Agreed Alternate Currency. In connection with
all Dollar amounts set forth in this Agreement, all amounts in any Agreed Alternate Currency shall be converted to Dollars in accordance
with prevailing exchange rates, as determined by Agent in its sole discretion, on the applicable date.


 


2.16.      Judgment
Currency; Contractual Currency.


 


(a)          If,
for the purpose of obtaining or enforcing judgment against any Borrower or Guarantor or any other party to this Agreement in any
court in any jurisdiction, it becomes necessary to convert into any other currency (such other currency being hereinafter in this
Section 2.16 referred to as the "Judgment Currency") an amount due under any Loan Document in any
currency (the "Obligation Currency") other than the Judgment Currency, the conversion shall be made at the rate
of exchange prevailing on the Business Day immediately preceding (i) the date of actual payment of the amount due, in the
case of any proceeding in the courts of any jurisdiction that will give effect to such conversion being made on such date, or (ii) the
date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable date
as of which such conversion is made pursuant to this Section 2.16 being hereinafter in this Section 2.16
referred to as the "Judgment Conversion Date").


 


(b)          If,
in the case of any proceeding in the court of any jurisdiction referred to in Section 2.16(a), there is a change in
the rate of exchange prevailing between the Judgment Conversion Date and the date of actual receipt for value of the amount due,
the applicable Borrower or Guarantor shall pay such additional amount (if any, but in any event not a lesser amount) as may be
necessary to ensure that the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing
on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of the
Judgment Currency stipulated in the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date.
Any amount due from a Borrower or Guarantor under this Section 2.16(b) shall be due as a separate debt and shall not
be affected by judgment being obtained for any other amounts due under or in respect of any of the Documents.


 


(c)          The
term "rate of exchange" in this Section 2.16 means the rate of exchange at which Agent would, on the relevant
date at or about 12:00 noon (Chicago time), be prepared to sell the Obligation Currency against the Judgment Currency.


 


(d)          Any
amount received or recovered by Agent in respect of any sum expressed to be due to it (whether for itself or as trustee for any
other person) from any Borrower or Guarantor of any other party under this Agreement or under any of the other Loan Documents in
a currency other than the currency (the "contractual currency") in which such sum is so expressed to be due (whether
as a result of or from the enforcement of, any judgment or order of


 



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a court or tribunal
of any jurisdiction, the winding-up of a Borrower or Guarantor or otherwise) shall only constitute a discharge of such Borrower
or Guarantor to the extent of the amount of the contractual currency that Agent is able, in accordance with its usual practice,
to purchase with the amount of the currency so received or recovered on the date of receipt or recovery (or, if later, the first
date on which such purchase is practicable). If the amount of the contractual currency so purchased is less than the amount of
the contractual currency so expressed to be due, such Borrower or Guarantor shall indemnify Agent against any loss sustained by
it as a result, including the cost of making any such purchase.


 


2.17.      Common
Enterprise.


 


Wabash is the direct
or indirect and beneficial owner and holder of all of the issued and outstanding shares of stock or other equity interests in each
other Borrower and Subsidiary Guarantor. Borrowers and Subsidiary Guarantors make up a related organization of various entities
constituting a single economic and business enterprise so that Borrowers and Subsidiary Guarantors share a substantial identity
of interests such that any benefit received by any one of them benefits the others. Borrowers and certain of the Subsidiary Guarantors
render services to or for the benefit of Borrowers and/or the other Subsidiary Guarantors, as the case may be, purchase or sell
and supply goods to or from or for the benefit of the others, make loans, advances and provide other financial accommodations to
or for the benefit of Borrowers and Subsidiary Guarantors (including inter alia, the payment by Borrowers and Subsidiary
Guarantors of creditors of the Borrowers or Subsidiary Guarantors and guarantees by Borrowers and Subsidiary Guarantors of indebtedness
of Borrowers and Subsidiary Guarantors and provide administrative, marketing, payroll and management services to or for the benefit
of Borrowers and Subsidiary Guarantors). Borrowers and Subsidiary Guarantors have centralized accounting, common officers and directors
and are in certain circumstances, identified to creditors as a single economic and business enterprise.


 


3.          CONDITIONS;
TERM OF AGREEMENT.


 


3.1.     
  Conditions Precedent to the Initial Extension of Credit.


 


This Agreement shall
not become effective, and the Commitments hereunder shall not become effective, neither the Agent nor any Lender shall have any
obligation to make any extension of credit hereunder, and no Borrower or other Loan Party shall, notwithstanding anything herein
to the contrary, have any obligations, duties or liabilities of an kind whatsoever hereunder, in each case until the date, which
must be on or before June 25, 2012, upon which each of the conditions precedent set forth on Schedule 3.1 is fulfilled subject
to the satisfaction of Agent and each Lender. Until the occurrence of the Closing Date, and the satisfaction or waiver of the conditions
set forth on Schedule 3.1, the Existing Credit Agreement shall remain in full force and effect, subject to the terms thereof.
Upon the occurrence of the Closing Date, and the satisfaction or waiver of the conditions set forth on Schedule 3.1, this
Agreement shall, without the taking of any further action, be deemed to have amended and restated in its entirety the Existing
Credit Agreement as provided in Section 1.6 hereof. If the Closing Date does not occur on or before June 25, 2012, this
Agreement shall be null and void and the Existing Credit Agreement shall continue in full force and effect pursuant to its terms.


 



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3.2.        Conditions
Precedent to all Extensions of Credit.


 


The obligation of the
Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any time shall
be subject to the following conditions precedent:


 


(a)          each
of the representations and warranties of each Loan Party and its Subsidiaries contained in this Agreement or in the other Loan
Documents shall be true and correct 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 such extension of credit, 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 and correct 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); provided, however, that notwithstanding the foregoing,
the only representations and warranties relating to the Loan Parties and their Subsidiaries, the accuracy of which shall be a condition
to the availability of any Advances hereunder (or to extend any other credit hereunder) on the Closing Date, shall be each of the
Acquisition Agreement Representations and the Specified Representations, and


 


(b)          no
Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result
from the making thereof.


 


3.3.        Maturity.


 


This Agreement shall
continue in full force and effect for a term ending on May 8, 2017 (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.


 


3.4.        Effect
of Maturity.


 


On the Maturity Date,
all commitments of the Lender Group to provide additional credit hereunder shall automatically be terminated and all of the Obligations
immediately shall become due and payable without notice or demand and Borrowers shall be required to repay all of the Obligations
in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of
the Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other
Loan Document and Agent's Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all
Obligations have been paid in full and the Commitments have been terminated. When all of the Obligations have been paid in full
and the Lender Group's obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent
will, at Borrowers' sole expense, deliver all possessory collateral held under or in connection with the Loan Documents and execute
and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release
documents (and, if applicable, in recordable form) as are reasonably requested to release, as of record,


 



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Agent's Liens and all
notices of security interests and liens previously filed or delivered by Agent with respect to the Obligations.


 


3.5.        Early
Termination by Borrowers.


 


Borrowers have the option,
at any time upon 10 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder
by repaying to Agent all of the Obligations in full.


 


4.          REPRESENTATIONS
AND WARRANTIES.


 


In order to induce the
Lender Group to enter into this Agreement, each Borrower makes each of the following representations and warranties to the Lender
Group, each of which 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),
as of the Closing Date, and 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) at and as of the date of the making of each Advance (or other extension of credit) made after the Closing Date, as though
made on and as of the date of such Advance (or other extension of credit) (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 and correct 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) and such representations and warranties shall survive
the execution and delivery of this Agreement; provided, however, that notwithstanding the foregoing, the only representations and
warranties relating to the Loan Parties and their Subsidiaries, the accuracy of which shall be a condition to the availability
of any Advances hereunder (or to the extension of any other credit hereunder) on the Closing Date, shall be each of the Acquisition
Agreement Representations and the Specified Representations:


 


4.1.        Due
Organization and Qualification; Subsidiaries.


 


(a)          Each
Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization,
(ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result
in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to
carry out the transactions contemplated thereby.


 


(b)          Set
forth on Schedule 4.1(b) is a complete and accurate description of the authorized capital Stock of each Borrower, by class,
and a description of the number of shares of each such class that are issued and outstanding, in each case as of the Closing Date.
Other than (i) as described on Schedule 4.1(b), as of the Closing Date, there are no subscriptions, options, warrants,
or calls relating to any shares of any Borrower's capital Stock, including any right of conversion or exchange under any outstanding
security or other instrument. Other than as provided in the Permitted Convertible Notes Documents, Borrower is not subject to any


 



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obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or
exchangeable for any of its capital Stock.


 


(c)          Set
forth on Schedule 4.1(c) (as such Schedule may be updated from time to time by notice from Administrative Borrower to Agent
to reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan Parties'
direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and preferred Stock authorized
for each of such Subsidiaries, and (ii) the number and the percentage of the outstanding shares of each such class owned directly
or indirectly by such Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and, in the
case of each Subsidiary that is a corporation, is fully paid and non-assessable.


 


(d)          Except
as set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time by notice from the Administrative Borrower
to Agent to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options, warrants,
or calls relating to any shares of Borrowers' Subsidiaries' capital Stock, including any right of conversion or exchange under
any outstanding security or other instrument. Neither Borrowers nor any of their Subsidiaries are subject to any obligation (contingent
or otherwise) to repurchase or otherwise acquire or retire any shares of Borrowers' Subsidiaries' capital Stock or any security
convertible into or exchangeable for any such capital Stock.


 


4.2.        Due
Authorization; No Conflict.


 


(a)          As
to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have
been duly authorized by all necessary action on the part of such Loan Party.


 


(b)          As
to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do
not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party
or its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court
or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries
except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected
to have a Material Adverse Change, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever
upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any Loan Party's interestholders
or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have
been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals,
the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.


 


4.3.        Governmental
Consents.


 


The execution, delivery,
and performance by each Loan Party of the Loan Documents to which such Loan Party is a party and the consummation of the transactions
contemplated by the Loan Documents do not and will not require any registration with, consent,


 



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or approval of, or notice
to, or other action with or by, any Governmental Authority, other than (i) registrations, consents, approvals, notices, or
other actions that have been obtained and that are still in force and effect, and (ii) as of the Closing Date, filings and
recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation required as of
the Closing Date.


 


4.4.        Binding
Obligations; Perfected Liens.


 


(a)          Each
Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement
may be limited by equitable principles or by bankruptcy, insolvency, fraudulent transfer,
fraudulent conveyance, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally (regardless
of whether such enforceability is considered in a proceeding at law or in equity).


 


(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 or Liens securing the Term Loan Indebtedness on the Term Priority Collateral.


 


4.5.        Title
to Assets; No Encumbrances.


 


Each of the Loan Parties
and its Domestic Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property),
(b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and
marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent
financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of
such financial statements in the ordinary course of business and to the extent permitted hereby and except, with respect to any
Real Property, for easements, rights of way, covenants, conditions, zoning restrictions and minor defects in title that do not
interfere with the ability of the Loan Parties, taken as a whole, to conduct their business as currently conducted. All of such
assets are free and clear of Liens except for Permitted Liens.


 


4.6.        Jurisdiction
of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.


 


(a)          The
name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of each Loan Party and each of
its Domestic Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time by notice from
the Administrative Borrower to Agent to reflect changes resulting from transactions permitted under this Agreement). As of the
Closing Date, the name of and jurisdiction of organization of each Foreign Subsidiary of each Loan Party is set forth on Schedule
4.6(a).


 


(b)          The
chief executive office of each Loan Party and each of its Domestic Subsidiaries is located at the address indicated on Schedule
4.6(b) (as such Schedule may be updated from time to time by notice from the Administrative Borrower to Agent to reflect


 



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changes resulting
from transactions permitted under this Agreement). As of the Closing Date, the chief executive office of each Foreign Subsidiary
of each Loan Party is located at the address indicated on Schedule 4.6(b).


 


(c)          Each
Loan Party's and each of its Domestic Subsidiaries' tax identification numbers and organizational identification numbers, if any,
are identified on Schedule 4.6(c) (as such Schedule may be updated from time to time by notice from the Administrative Borrower
to Agent to reflect changes resulting from transactions permitted under this Agreement).


 


(d)          As
of the Closing Date, no Loan Party and no Domestic Subsidiary of a Loan Party holds any commercial tort claims that exceed $1,000,000
in amount, except as set forth on Schedule 4.6(d).


 


4.7.        Litigation.


 


(a)          There
are no actions, suits, or proceedings pending or, to the knowledge of Borrowers, after due inquiry, threatened in writing against
a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in
a Material Adverse Change.


 


(b)          Schedule
4.7(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted
liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $5,000,000 that, as of the
Closing Date, is pending or, to the knowledge of Borrowers, after due inquiry, threatened against a Loan Party or any of its Subsidiaries,
of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such
actions, suits, or proceedings, (iii) the status, as of the Closing Date, with respect to such actions, suits, or proceedings,
and (iv) whether any liability of the Loan Parties' and their Subsidiaries in connection with such actions, suits, or proceedings
is covered by insurance.


 


4.8.        Compliance
with Laws.


 


No Loan Party nor any
of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including
Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change,
or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations
of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.


 


4.9.        No
Material Adverse Change.


 


All historical financial
statements relating to the Loan Parties and their Subsidiaries that have been delivered by any of the Borrowers to Agent have been
prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject
to year-end audit adjustments) and present fairly in all material respects, the Loan Parties' and their Subsidiaries' consolidated
financial condition as of the date


 



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thereof and results of
operations for the period then ended. Since December 31, 2011, no event, circumstance, or change has occurred that has or could
reasonably be expected to result in a Material Adverse Change with respect to the Loan Parties and their Subsidiaries.


 


4.10.      Fraudulent
Transfer.


 


(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 and the Permitted Convertible Notes, the Loan Parties, on a consolidated
basis, are Solvent.


 


(b)          No
transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present
or future creditors of such Loan Party.


 


4.11.      Employee
Benefits.


 


Except
as disclosed on Schedule 4.11 hereto (as updated from time to time by notice from the Administrative Borrower to Agent),
no Loan Party, none of their Domestic Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit
Plan.


 


4.12.      Environmental
Condition.


 


Except as set forth on
Schedule 4.12, (a) to Borrowers' knowledge, no Loan Party's nor any of its Subsidiaries' properties or assets has ever
been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle,
treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or
transport was in violation of any applicable Environmental Law, except to the extent that the foregoing could not reasonably be
expected to result in a Material Adverse Change, (b) no Loan Party's nor any of its Subsidiaries' properties or assets has
ever been designated or identified on (i) the National Priorities List or (ii) CERCLIS or on any other governmental database
or list of properties indicating an actual or potential material liability under any Environmental Law, which in the case of this
clause (b), could reasonably be expected to result in a Material Adverse Change, (c) no Loan Party nor any of its Subsidiaries
has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned
or operated by a Loan Party or its Subsidiaries, except to the extent that such Liens are subject to a Permitted Protest, and (d) no
Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written
order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that,
individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.


 


4.13.      Intellectual
Property.


 


Each Loan Party and its
Domestic Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary
and material to the


 



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conduct of its business
as currently conducted, and attached hereto as Schedule 4.13 (as updated from time to time by notice from Administrative
Borrower to Agent) is a true, correct, and complete listing of all material trademarks, trade names, copyrights, patents, and licenses
as to which any Borrower or one of its Domestic Subsidiaries is the owner or is an exclusive licensee; provided, however,
that any Borrower may amend Schedule 4.13 to add additional intellectual property so long as such amendment occurs by written
notice to Agent not less than 30 days after the date on which the applicable Loan Party or its Domestic Subsidiary acquires any
such property after the Closing Date at the time that such Borrower provides its Compliance Certificate pursuant to Section 5.1.


 


4.14.      Leases.


 


Except as could not individually
or in the aggregate reasonably be expected to result in a Material Adverse Change, (a) each
Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which
they are parties or under which they are operating, and, (b) subject to Permitted Protests, all of such material leases are valid
and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.


 


4.15.      Deposit
Accounts and Securities Accounts.


 


Set forth on Schedule
4.15 (as such Schedule may be updated pursuant to the provisions of the Security Agreement from time to time or by notice from
Administrative Borrower to Agent to reflect changes resulting from transactions otherwise permitted or required under the Loan
Documents) is a listing of all of the Loan Parties' and their Domestic Subsidiaries' Deposit Accounts and Securities Accounts,
including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the
account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.


 


4.16.      Complete
Disclosure.


 


All written factual information
taken as a whole (other than materials marked as drafts and forward-looking information and projections and information of a general
economic nature and general information about Borrowers' industry) furnished by or on behalf of a Loan Party or its Subsidiaries
in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents)
for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual information taken
as a whole (other than materials marked as drafts and forward-looking information and projections and information of a general
economic nature and general information about Borrowers' industry) hereafter furnished by or on behalf of a Loan Party or its Subsidiaries
in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information
is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not
misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections
delivered to Agent on April 26, 2012 represent, and as of the date on which any other Projections are delivered to Agent, such
additional Projections represent, on a consolidated basis, Borrowers' good faith estimate, on the date such Projections are delivered,
of the Loan Parties' and their Subsidiaries' future performance for the periods covered thereby based upon assumptions


 



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believed by Borrowers
to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are subject to uncertainties
and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, that no assurances can be given
that such Projections will be realized, and that actual results may differ in a material manner from
such Projections).


 


4.17.      Material
Contracts.


 


Set forth on Schedule
4.17 (as such Schedule may be updated from time to time by notice from Administrative Borrower to Agent) is a reasonably detailed
description of the Material Contracts of each Loan Party and its Domestic Subsidiaries as of the most recent date on which Borrowers
provided their Compliance Certificate pursuant to Section 5.1; provided, however, that any Borrower may
amend Schedule 4.17 to add additional Material Contracts so long as such amendment occurs by written notice to Agent on
the date that such Borrower provides its Compliance Certificate. Except for matters which, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Change, each Material Contract of a Loan Party or its Domestic
Subsidiaries (other than those that have expired at the end of their normal terms) (a) is in full force and effect and is
binding upon and enforceable against the applicable Loan Party or its Domestic Subsidiary and, to Borrowers' knowledge, after due
inquiry, each other Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or modified
(other than amendments or modifications permitted by Section 6.7(b)), and (c) is not in default in any material
respect due to the action or inaction of the applicable Loan Party or its Domestic Subsidiary.


 


4.18.      Patriot
Act.


 


To the extent applicable,
each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the "Patriot Act").
No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


4.19.      Indebtedness.


 


Set forth on Schedule
4.19 is a true and complete list of all Indebtedness of each Loan Party and each of its Subsidiaries outstanding immediately
prior to the Closing Date in excess of $1,000,000 that is to remain outstanding immediately after giving effect to the closing
hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of
the Closing Date.


 



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4.20.      Payment
of Taxes.


 


Except as otherwise permitted
under Section 5.5, all tax returns and reports of each Loan Party and its Subsidiaries required by law to be filed
by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all other material assessments,
fees and other governmental charges upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses
and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of its Subsidiaries have
made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment
against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party or such Subsidiary diligently,
in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall
be required in conformity with GAAP shall have been made or provided therefor.


 


4.21.      Margin
Stock.


 


No Loan Party nor any
of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase
or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or
for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve.


 


4.22.      Governmental
Regulation.


 


No Loan Party nor any
of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any
portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a "registered investment company"
or a company "controlled" by a "registered investment company" or a "principal underwriter" of a
"registered investment company" as such terms are defined in the Investment Company Act of 1940.


 


4.23.      OFAC.


 


No Loan Party nor any
of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced
by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located
in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities.
The proceeds of any Advance made hereunder will not be used to fund any operations in, finance any investments or activities in,
or make any payments to, a Sanctioned Person or a Sanctioned Entity.


 


4.24.      Employee
and Labor Matters.


 


There is (i) no
unfair labor practice complaint pending or, to the knowledge of Borrowers, threatened against any Loan Party or any of its Subsidiaries
before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan


 



    	-43-



    	 



    

 


Party or any of its Subsidiaries
which arises out of or under any collective bargaining agreement and, in each case, that could reasonably be expected to result
in a Material Adverse Change, (ii) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or
threatened in writing against Loan Party or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse
Change, or (iii) except as set forth on Schedule 4.24 (as such Schedule may be updated from time to time by notice
from Administrative Borrower to Agent) to the knowledge of Borrowers, after due inquiry, no union representation question existing
with respect to the employees of Loan Party or any of its Subsidiaries and no union organizing activity taking place with respect
to any of the employees of Loan Party or any of its Subsidiaries. No Loan Party and no Subsidiary of any Loan Party has incurred
any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid
or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation
of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Change. All material payments due from each Loan Party
and its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued
as a liability on the books of such Loan Party or Subsidiary, except where the failure to do so could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change.


 


4.25.      Eligible
Accounts.


 


As to each Account that
is identified by any Borrower as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a
bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition
of services to such Account Debtor in the ordinary course of Borrowers' business (except to the extent that the foregoing was true
as of the date of the Borrowing Base Certificate most recently delivered to Agent, but ceases to be true after the date of such
Borrowing Base Certificate, solely as a result of payment of the amounts owed by the applicable Account Debtor to the applicable
Borrower in respect of such Account after the date of such Borrowing Base Certificate), (b) owed to one or more of the Borrowers,
and (c) not excluded as ineligible by virtue of one or more of the excluding criteria (other than Agent-discretionary criteria)
set forth in the definition of Eligible Accounts (except to the extent that the foregoing was true as of the date of the Borrowing
Base Certificate most recently delivered to Agent, but ceases to be true after the date of such Borrowing Base Certificate solely
as a result of the excluding criteria set forth in clauses (a), (h) and (i) of the definition of Eligible Accounts
and such change does not cause the occurrence of any of (i) an Overadvance, (ii) a Triggering Event, and (iii) the
delivery of the Borrowing Base Certificate on a weekly basis).


 


4.26.      Eligible
Inventory.


 


As to each item of Inventory
that is identified by any Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is
(a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or
more of the excluding criteria (other than Agent-discretionary criteria) set forth in the definition of Eligible Inventory, except
to the extent that the foregoing ceases to be true solely as a result of the sale or use of such Inventory by Borrowers since the
date of the Borrowing Base Certificate most recently delivered to Agent.


 



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4.27.      [Intentionally
Omitted].


 


4.28.      [Intentionally
Omitted].


 


4.29.      Locations
of Inventory and Equipment.


 


Except as disclosed in
Schedule 4.29 (as such Schedule may be updated by notice from the Administrative Borrower to Agent pursuant to Section 5.15),
the Inventory and Equipment (other than vehicles and Equipment out for repair and other Inventory and Equipment with an aggregate
net book value of less than $1,250,000) of the Loan Parties and their Domestic Subsidiaries are not stored with a bailee, warehouseman,
or similar party and are located only at, or in-transit between or to, the locations identified on Schedule 4.29.


 


4.30.      Inventory
Records.


 


Each Loan Party keeps
correct and accurate records itemizing and describing the type, quality, and quantity of its and its Domestic Subsidiaries' Inventory
and the book value thereof.


 


4.31.      Business
Activity.


 


No Inactive Subsidiary
engages in any business activity or has any material assets, or has or incurs any Indebtedness, other than the performance of its
obligations under intercompany agreements and agreements with its shareholders that have been disclosed to Agent in writing.


 


4.32.      Vehicles.


 


Each Borrower or Guarantor
that at any time holds title to any used vehicles returned to it on a trade-in basis or otherwise is primarily in the business
of selling new and used vehicles.


 


4.33.      Other
Documents.


 


(a)          On
or prior to the Closing Date, Borrowers have delivered to Agent a complete and correct copy of the Closing Date Acquisition Documents,
including all schedules and exhibits thereto. The execution, delivery and performance of each of the Closing Date Acquisition Documents
has been duly authorized by all necessary action on the part of Borrowers. Each Closing Date Acquisition Document is the legal,
valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, in each case, except
(i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or
affecting generally the enforcement of creditors' rights and (ii) the availability of the remedy of specific performance or
injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.
As of the Closing Date, no Borrower (other than any Walker Entity) nor, to Borrowers' knowledge, any other Person party thereto,
is in default in the performance or compliance with any provisions thereof. All representations and warranties made by each Borrower
(other than a Walker Entity) and, to Borrower's knowledge, any other Person party thereto, in the Acquisition Documents, and in
the certificates delivered in connection therewith, are true and correct in all


 



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material respects.
To Borrowers' knowledge, none of the Seller's representations or warranties in the Acquisition Documents contain any untrue statement
of a material fact or omit any fact necessary to make the statements therein not misleading, in any case that could reasonably
be expected to result in a Material Adverse Effect.


 


(b)          As
of the Closing Date, the Closing Date Acquisition has been consummated in all material respects, in accordance with all applicable
laws. As of the Closing Date, all requisite approvals by Governmental Authorities having jurisdiction over Borrowers and, to each
Borrower's knowledge, the Seller, with respect to the Closing Date Acquisition, have been obtained (including filings or approvals
required under the Hart-Scott-Rodino Antitrust Improvements Act), except for any approval the failure to obtain could not reasonably
be expected to be materially adverse to the interests of the Lenders. As of the Closing Date, after giving effect to the transactions
contemplated by the Closing Date Acquisition Documents, Administrative Borrower and its Domestic Subsidiaries will have good title
to the assets acquired by them pursuant to the Closing Date Acquisition Agreement, free and clear of all Liens other than Permitted
Liens.


 


(c)          On
or prior to the Closing Date, Borrowers have delivered to Agent a complete and correct copy of (i) the Term Loan Indebtedness
Documents, including all schedules and exhibits thereto and (ii) the Permitted Convertible Notes Documents. The execution,
delivery and performance of each of the Term Loan Indebtedness Documents and the Permitted Convertible Notes Documents has been
duly authorized by all necessary action on the part of Borrowers.


 


5.          AFFIRMATIVE
COVENANTS.


 


Each Borrower covenants
and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Loan Parties shall and
shall cause each of their Subsidiaries to comply with each of the following:


 


5.1.        Financial
Statements, Reports, Certificates.


 


Deliver to Agent each
of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein;
Agent will make available to the Lenders electronic copies of all items delivered pursuant to Schedule 5.1 reasonably
promptly after Agent's receipt thereof from Borrowers. In addition, each Borrower agrees that no Subsidiary of a Loan Party will
have a fiscal year different from that of Borrowers. In addition, each Borrower agrees to maintain a system of accounting that
enables such Borrower to produce financial statements in accordance with GAAP. Each Loan Party shall also (a) keep a reporting
system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries' sales, and (b) maintain
its billing systems/practices substantially as in effect as of the Closing Date and shall only make material modifications thereto
with notice to, and with the consent of, Agent.


 


5.2.        Collateral
Reporting.


 


Provide Agent with each
of the reports set forth on Schedule 5.2 at the times specified therein; Agent will make available to the Lenders electronic
copies of all items


 



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delivered pursuant to
Schedule 5.2 reasonably promptly after Agent's receipt thereof. In addition, each Borrower agrees to use commercially
reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to
provide electronic reporting of each of the items set forth on such Schedule.


 


5.3.        Existence.


 


Except as otherwise permitted
under Section 6.3 or Section 6.4, at all times maintain and preserve in full force and effect (a) its existence
(including being in good standing in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits
that are material to its business except (in the case of this clause (b)) as could not, individually or in the aggregate, reasonably
be expected to be materially adverse to the interests of the Lenders or to the business of any Loan Party.


 


5.4.        Maintenance
of Properties.


 


(a)          Maintain
and preserve all of its assets that are material to the proper conduct of its business in good working order and condition, ordinary
wear, tear, and casualty excepted and Permitted Dispositions excepted (and except where the failure to do so could not reasonably
be expected to result in a Material Adverse Change).


 


(b)          Comply
with the provisions of all leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, unless such
provisions are the subject of a Permitted Protest, except (in the case of this clause (b)) where the failure to do so, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.


 


5.5.        Taxes.


 


Cause all federal and
other material assessments and taxes imposed, levied, or assessed against any Loan Party or its Subsidiaries, or any of their respective
assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration
of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest
and so long as, in the case of an assessment or tax that has or may become a Lien against any of the Collateral, such contest proceedings
operate to stay the sale of any portion of the Collateral to satisfy such assessment or tax. Each Loan Party will and will cause
each of its Subsidiaries to make timely payment or deposit of all material tax payments and withholding taxes required of it and
them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income
taxes, and will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that each Borrower and each
of its Subsidiaries have made such payments or deposits.


 


5.6.        Insurance.


 


At Borrowers' expense,
maintain insurance, or cause such insurance to be maintained, respecting each of the Loan Parties' and their Subsidiaries' assets
wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured
against by other Persons engaged in the same or similar businesses. Borrowers also shall maintain (with respect to each of the
Loan Parties and their Subsidiaries) business interruption,


 






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general liability, product
liability insurance, director's and officer's liability insurance, and fiduciary liability insurance, as well as insurance against
larceny, embezzlement, and criminal misappropriation and with respect to owned Real Property located in a flood zone, flood insurance.
All such policies of insurance shall be with responsible and reputable insurance companies acceptable to Agent and in such amounts
as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located
and in any event in amount, adequacy and scope reasonably satisfactory to Agent. All property insurance policies covering the Collateral
are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant
to a standard loss payable endorsement with a standard non-contributory "lender" or "secured party" clause
and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders' interest in the Collateral
and to any payments to be made under such policies. All certificates of property and general liability insurance are to be delivered
to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall
provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right
of cancellation. If any Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at such Borrower's
expense and without any responsibility on Agent's part for obtaining the insurance, the solvency of the insurance companies, the
adequacy of the coverage, or the collection of claims; provided, that such Borrower may later cancel any insurance purchased
by Agent, but only after providing Agent with evidence reasonably satisfactory to Agent that such Borrower has obtained insurance
as required by this Agreement. Borrowers shall give Agent prompt notice of any loss exceeding $1,500,000 covered by its casualty
or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default and, subject to the terms
of the Intercreditor Agreement, Agent shall have the sole right to file claims under any property and general liability insurance
policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder,
and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary
to effect the collection, compromise or settlement of any claims under any such insurance policies.


 


5.7.         Inspection.


 


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. Agent
and each of its duly authorized representatives or agent, as applicable, shall use commercially reasonable efforts to conduct all
appraisals and field examinations in such a manner as to minimize impact on the operations of the Loan Parties and their Subsidiaries.


 


5.8.         Compliance
with Laws.


 


Comply with the requirements
of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and
orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Change.


 



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5.9.         Environmental.


 


(a)          Keep
any property either owned or operated by any Loan Party or any of its Subsidiaries free of any Environmental Liens or post
bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, except
to the extent that such Liens are subject to a Permitted Protest,


 


(b)          Comply
with Environmental Laws and provide to Agent material documentation of such compliance which Agent reasonably requests, except
to the extent that non-compliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Change,


 


(c)          Promptly
notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto
property owned or operated by any Loan Party or any of its Subsidiaries and take any Remedial Actions required to abate said release
or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and


 


(d)          Promptly,
but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice
that an Environmental Lien has been filed against any of the real or personal property of any Loan Party or any of its Subsidiaries,
(ii) notice of commencement of any Environmental Action or written notice that an Environmental Action will be filed against
any Loan Party or any of its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order
from a Governmental Authority relating to any liability of any Loan Party or any of its Subsidiaries in excess of $500,000.


 


5.10.       Disclosure
Updates.


 


Promptly and in no event
later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report (other
than materials marked as drafts and forward-looking information and projections and information of a general economic nature and
general information about Borrowers' industry) furnished to Agent or the Lenders contained, at the time it was
furnished and taken together with all information then or thereafter furnished, any untrue statement of a material fact
or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances
in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure
or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification
have the effect of amending or modifying this Agreement or any of the Schedules hereto.


 


5.11.       Formation
of Subsidiaries.


 


At the time that any
Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan
Party shall (a) within 15 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion)
cause any such new Subsidiary to provide to Agent a joinder to the Guaranty and the Security Agreement, together with such other
security documents (including mortgages with respect to


 



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any Real Property owned
in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and
with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent
(including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly
formed or acquired Subsidiary; 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, (b) within 15 days of such formation or acquisition (or such later date as
permitted by Agent in its sole discretion) provide to Agent a pledge agreement (or an addendum to the Security Agreement) and appropriate
certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary
reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Stock of any first tier Foreign
Subsidiary of any Borrower shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be governed by
the laws of the jurisdiction of such Foreign Subsidiary), and (c) within 15 days of such formation or acquisition (or such
later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including, if requested by Agent,
one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution
and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with
respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued
pursuant to this Section 5.11 shall be a Loan Document. This Section 5.11 is subject in all respects to the
provisions of the Intercreditor Agreement.


 


5.12.       Further
Assurances.


 


At any time upon the
reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements,
pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel, and all other documents
(collectively, the "Additional Documents") that Agent may reasonably request in form and substance reasonably
satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent's Liens in all of the assets of each
Loan Party (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), including without limitation
the Stock of each Borrower (other than Administrative Borrower), to create and perfect Liens in favor of Agent in any Real Property
acquired by any Loan Party after the Closing Date with a fair market value in excess of $1,000,000, and in order to fully consummate
all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply
to any Foreign Subsidiary of Borrowers or if providing such documents would result in adverse tax consequences or the costs to
the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrowers)
in relation to the benefits of Agent and the Lenders of the benefits afforded thereby. To the maximum extent permitted by applicable
law, if any Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable
period of time following the request to do so, such Loan Party hereby authorizes Agent to execute any such Additional Documents
in the applicable Loan Party's or its Subsidiary's name, as applicable, and authorizes Agent to file such executed Additional Documents
in any appropriate filing office. In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions
as


 



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Agent may reasonably
request from time to time to ensure that the Obligations are guaranteed by the Guarantors (other than any Foreign Subsidiary) and
are secured by substantially all of the assets of the Loan Parties (other than any Foreign Subsidiary) and all of the outstanding
capital Stock of Borrowers (other than Administrative Borrower) and their Subsidiaries (subject to exceptions and limitations contained
in the Loan Documents with respect to Foreign Subsidiaries). This Section 5.12 is subject in all respects to the provisions
of the Intercreditor Agreement.


 


5.13.      Lender
Meetings.


 


At the request of Agent
or of the Required Lenders and upon reasonable prior notice, once during each year (except that during
the continuation of an Event of Default such meetings may be held more frequently as requested by Agent or Required Lenders), participate
in a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose
to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition
of Borrowers and their Subsidiaries and the projections presented for the current fiscal year of such Borrower.


 


5.14.       Material
Contracts.


 


Contemporaneously with
the delivery of each Compliance Certificate pursuant to Section 5.1, provide Agent with copies of (a) each Material
Contract of a Loan Party or any of its Domestic Subsidiaries entered into since the delivery of the previous Compliance Certificate,
and (b) each material amendment or modification of any Material Contract of a Loan Party or any of its Domestic Subsidiaries
entered into since the delivery of the previous Compliance Certificate.


 


5.15.       Location
of Inventory and Equipment.


 


Keep each Loan Parties'
and its Domestic Subsidiaries' Inventory and Equipment (other than vehicles and Equipment out for repair and other Inventory and
Equipment with an aggregate net book value of less than $1,250,000) only at the locations identified on Schedule 4.29
and their chief executive offices only at the locations identified on Schedule 4.6(b); provided, however,
that by notice from any Borrower to Agent Schedule 4.29 or Schedule 4.6(b) may be amended so long as such amendment
occurs by written notice to Agent, which notice shall be delivered concurrently with the first Borrowing Base Certificate required
to be delivered pursuant to Section 5.2 after the date on which such Inventory or Equipment is moved to such new location
or such chief executive office is relocated and so long as such new location is within the continental United States.


 


5.16.       Assignable
Material Contracts.


 


Use commercially reasonable
efforts to ensure that any Material Contract entered into after the Closing Date by any Loan Party or one of its Domestic Subsidiaries
permits the assignment of such agreement (and all rights of Loan Party such Loan Party or such Domestic Subsidiary, as applicable,
thereunder) to such Loan Party's or such Domestic Subsidiary's lenders or an agent for any lenders (and any transferees of such
lenders or such agent, as applicable); provided, that the parties hereto agree that no Loan Party shall be obligated by
this Section 5.16


 



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to make payment of any
fee, charge or other consideration in exchange for the inclusion of the type of assignment provision contemplated in this Section
5.16 in a Material Contract.


 


5.17.       Physical
Inventory.


 


Conduct a physical inventory
of the Inventory of each Loan Party and its Domestic Subsidiaries no less frequently than annually (or, if an Event of Default
is in existence, quarterly if so requested by Agent), and, in each case, shall provide to Agent a report based on each such physical
inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.


 


5.18.      Vehicle
Titles.


 


Maintain in place at
all times its current system for processing and safekeeping of certificates of title for Inventory comprised of used trailers.


 


5.19.       Post-Closing
Obligations.


 


On or before the
60th day after the Closing Date, or such later date as Agent shall agree, but in no event longer than the 150th day after the Closing
Date, and except to the extent not otherwise required by Section 6.11(b), deliver to Agent (in form and substance reasonably
acceptable to Agent) (a) either (i) fully executed Control Agreements with respect to the depository accounts located at banks
other than Wells Fargo or (ii) close all such depository accounts, establish new such accounts at Wells Fargo pursuant to
Bank Product Agreements, and deliver to Agent (in form and substance reasonably acceptable to Agent) Control Agreements with respect
to such new accounts and (b) Control Agreements with respect to accounts number 9600144326 and 66253100 maintained at Wells Fargo
..


 


6.          NEGATIVE
COVENANTS.


 


Each Borrower covenants
and agrees that, until termination of all of the Commitments and payment in full of the Obligations, the Loan Parties will not
and will not permit any of their Subsidiaries to do any of the following:


 


6.1.         Indebtedness.


 


Create, incur, assume,
suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except
for Permitted Indebtedness.


 


6.2.         Liens.


 


Create, incur, assume,
or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or
hereafter acquired, or any income or profits therefrom, except for Permitted Liens.


 


6.3.         Restrictions
on Fundamental Changes.


 


(a)          Other
than in order to consummate a Permitted Acquisition, or a sale or other disposition of a Subsidiary of a Borrower permitted by
Section 6.4, enter into any merger,


 



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consolidation,
reorganization, or recapitalization, or reclassify its Stock other than mergers, consolidations and reorganizations (i) between
Borrowers, (ii) between Guarantors, (iii) between Subsidiaries that are not Loan Parties, (iv) between any Subsidiary
of any Borrower that is not a Loan Party and any Loan Party (other than a Borrower), provided that, in the case of this clause
(iv), such Loan Party is the surviving entity of such merger, consolidation or reorganization, and (v) between any Borrower
and any Subsidiary of Administrative Borrower, provided that, in the case of this clause (v), (y) such Borrower is the surviving
entity of such merger, consolidation or reorganization, and (z) the Accounts of such Subsidiary shall not be Eligible Accounts,
and the Inventory of such Subsidiary shall not be Eligible Inventory, in each case until such time as the Agent and the Lenders
shall have completed an audit of such Accounts and Inventory, as applicable, and such other due diligence reasonably requested
by the Agent, in a manner and with results reasonably satisfactory to the Agent,


 


(b)          Liquidate,
wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of Inactive
Subsidiaries or non-operating Subsidiaries of any Borrower with no material assets and no material liabilities, (ii) the liquidation
or dissolution of a Loan Party (other than any Borrower) or any of any Borrower's wholly-owned Subsidiaries, in each case so long
as all of the assets (including any interest in any Stock) of such liquidating or dissolving Loan Party or Subsidiary are transferred
to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower
that is not a Loan Party so long as (A) all of the assets of such liquidating or dissolving Subsidiary are transferred to
a Subsidiary of a Borrower that is not liquidating or dissolving and (B) if all or any portion of the Stock of the liquidating
or dissolving Subsidiary is subject to a Lien in favor of Agent, the assets of such liquidating or dissolving Subsidiary are transferred
to a Subsidiary of a Borrower the Stock of which is subject to a Lien in favor of Agent (subject to exceptions and limitations
contained in the Loan Documents with respect to Foreign Subsidiaries), or


 


(c)          Suspend
or discontinue a substantial portion of any material line of business of Borrowers and their Subsidiaries, taken as a whole, except
as permitted pursuant to clauses (a) or (b) above or in connection with the transactions permitted pursuant to Section 6.4;
provided, however, that the foregoing requirement shall not apply to temporary suspensions of operations in the ordinary
course of business or in response to the occurrence of any force majeure events.


 


6.4.         Disposal
of Assets.


 


Other than Permitted
Dispositions, Permitted Investments or transactions expressly permitted by Section 6.3 (including without limitation
in connection with any merger, dissolution or liquidation permitted thereunder) or Section 6.11, convey, sell, lease,
license, assign, transfer, or otherwise dispose of (or (unless the effectiveness of such agreement is expressly conditioned upon
the consent thereto by the Required Lenders or the repayment in full of the Obligations) enter
into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of the assets of any Loan Party
or any of the Subsidiaries of a Loan Party. For the avoidance of doubt, the sale or issuance of Permitted Convertible Notes shall
not be deemed to constitute a disposition for purposes of this Section 6.4.


 



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6.5.         Change
Name.


 


Change any Loan Party's
name, organizational identification number, state of organization or type of organization; provided, however, that
(a) any Loan Party may change its name upon at least 10 days prior written notice (or such shorter period approved by Agent
in its sole discretion) to Agent of such change, and (b) any Foreign Subsidiary of any Loan Party may change its name so long
as Agent receives notice thereof within 10 days thereafter.


 


6.6.         Nature
of Business.


 


Make any change in the
nature of its or their business as described in Schedule 6.6 or acquire any properties or assets that are not reasonably
related to the conduct of such business activities; provided, however, that the foregoing shall not prevent any Loan
Party or any of its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.


 


6.7.         Prepayments
and Amendments.


 


(a)          Except
in connection with Refinancing Indebtedness permitted by Section 6.1,


 


(i)          optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or any of its Subsidiaries, other than
(A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) the Permitted Convertible
Notes, the Permitted Bond Hedges or the Permitted Warrants, which are addressed in Section 6.7(a)(ii), or (D) the
Term Loan Indebtedness, which is addressed in Section 6.7(a)(iii),


 


(ii)         optionally
or mandatorily pay, prepay, redeem, defease, purchase or otherwise acquire any or all of the Permitted Convertible Notes, the Permitted
Bond Hedges or the Permitted Warrants, except for (A) [reserved], (B) the optional redemption or purchase for
cash by Administrative Borrower of some or all of the Permitted Convertible Notes to the extent permitted by, and in compliance
with the terms of, the Permitted Convertible Notes Documents, (C) payment of cash by Administrative Borrower in respect of
the termination or settlement of a Permitted Bond Hedge or the purchase of a Permitted Bond Hedge, (D) payment of cash in
respect of the conversion of the Permitted Convertible Notes by holders of some or all thereof to the extent permitted by, and
in compliance with the terms of, the Permitted Convertible Notes Documents, (E) payment of cash in respect of the termination
or settlement of any Permitted Warrant, (F) payment of cash by Administrative Borrower upon the maturity pursuant to their
terms of the Permitted Convertible Notes, in compliance with the terms of the Permitted Convertible Notes Documents, (G) the
optional redemption or purchase for (or with the proceeds from the issuance of) Permitted Stock by Administrative Borrower of some
or all of the Permitted Convertible Notes, (H) payment of Permitted Stock in respect of the conversion of the Permitted Convertible
Notes by holders of some or all thereof to the extent permitted by, and in compliance with the terms of, the Permitted Convertible
Notes Documents, and (I) delivery of Permitted Stock in respect of the termination or settlement of a Permitted Warrant, in
each case described in clauses (B) through (F) above, so long as immediately after making the applicable payment (1) no Default
or Event of Default is in existence or would be caused thereby, provided,


 



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that such payment
shall not be prohibited under this clause (1) to the extent such payment is funded with the proceeds of the issuance by Administrative
Borrower of Permitted Stock, by an additional contribution to the equity of Administrative Borrower by existing holders of Permitted
Stock of Administrative Borrower or with the proceeds of Refinancing Indebtedness and (2) Excess Availability is at least
$25,000,000,


 


(iii)        optionally
or mandatorily pay, prepay, redeem, defease, purchase or otherwise acquire any or all of the Term Loan Indebtedness, except for
(A) the mandatory prepayment of the Term Loan Indebtedness pursuant to Sections 5.2(a), (b) and (e)
of the Term Loan Credit Agreement (as in existence on the Closing Date and otherwise amended or modified in accordance with Section
6.7(b) or as set forth in analogous provisions of any instruments, agreements or documents evidencing Refinancing Indebtedness
thereof), to the extent permitted under the Intercreditor Agreement, (B) annual payments of "Excess Cash Flow" (as
defined in the Term Loan Agreement, as in existence on the Closing Date and otherwise amended or modified in accordance with Section
6.7(b) or as defined in analogous provisions of any instruments, agreements or documents evidencing Refinancing Indebtedness
thereof) pursuant to the terms of the Term Loan Credit Agreement (as in existence on the Closing Date and otherwise amended or
modified in accordance with Section 6.7(b) or as set forth in analogous provisions of any instruments, agreements or documents
evidencing Refinancing Indebtedness thereof), to the extent permitted under the Intercreditor Agreement and (C) optional prepayments
of the Term Loan 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 prior to, and immediately after giving effect to, the making of such optional
prepayment, Excess Availability is not less than $35,000,000, or


 


(iv)        make
any payment on account of Indebtedness that has been contractually subordinated in right of payment to the Obligations if such
payment is not permitted at such time under the subordination terms and conditions, excluding any payment expressly permitted under
subclause (ii)(E) or subclause (ii)(I) above, or


 


(b)          Directly
or indirectly, amend, modify, or change any of the terms or provisions of


 


(i)          except
in connection with Refinancing Indebtedness permitted by Section 6.1, any agreement, instrument, document, indenture, or
other writing evidencing or concerning Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement,
(B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (h), (j), (k),
(o) and (s) of the definition of Permitted Indebtedness, (D) the Term Loan Indebtedness to the extent permitted
pursuant to the terms of the Intercreditor Agreement and (E) Indebtedness under the Permitted Convertible Notes Documents,
except that, unless consented to by Required Lenders (which consent shall not be unreasonably delayed or withheld), no such amendments,
modifications and changes of the Permitted Convertible Notes Documents shall (1) shorten the maturity of, increase the rate
or shorten the time of payment of interest on, increase the amount or shorten the time of payment of any principal or premium payable
under (whether at maturity, at a date fixed for prepayment or by acceleration or otherwise), or increase the amount of, or accelerate
the time of payment of, any fees payable under, the Permitted Convertible Notes Documents, (2) modify the method of calculating
the amount payable upon the optional or mandatory redemption of, or the conversion of, the


 



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Permitted Convertible
Notes, which modification has the effect of increasing the amount payable in connection therewith, (3) modify the existing
affirmative covenants, negative covenants or events of default or remedies contained in, or add any new affirmative covenants,
negative covenants or events of default or remedies to, any of the Permitted Convertible Notes Documents, which modification has
the effect of subjecting Administrative Borrower or any of its Subsidiaries to any more onerous or restrictive provisions than
those contained in the Permitted Convertible Notes Documents as they exist on the date hereof or (4) otherwise modify the
Permitted Convertible Notes Documents in a manner that adversely affects the interests of Agent and the Lenders in any material
respect,


 


(ii)         any
Material Contract of a Loan Party or its Domestic Subsidiaries except to the extent that such amendment, modification, or change
could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or


 


(iii)        the
Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate,
could reasonably be expected to be materially adverse to the interests of the Lenders.


 


6.8.         Change
of Control.


 


Cause, permit, or suffer,
directly or indirectly, any Change of Control.


 


6.9.         Restricted
Junior Payments.


 


Make any Restricted Junior
Payment; provided, however, that, so long as it is permitted by law, and so long as (except as may be otherwise provided
in clause (e) or (f) below) no Default or Event of Default shall have occurred and be continuing or would result therefrom,


 


(a)          Administrative
Borrower may make distributions to former employees, officers, or directors of any Borrower (or any spouses, ex-spouses, or estates
of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Administrative Borrower on
account of repurchases of the Stock of Administrative Borrower held by such Persons; provided that such Indebtedness was
incurred by such Persons solely to acquire Stock of Administrative Borrower,


 


(b)          Administrative
Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses, ex-spouses,
or estates of any of the foregoing) on account of redemptions of Stock of Administrative Borrower held by such Persons, provided,
however, that the aggregate amount of such redemptions made by Administrative Borrower plus the amount of Indebtedness outstanding
under clause (l) of the definition of Permitted Indebtedness, does not exceed $1,000,000 in the aggregate in any fiscal year or
$2,500,000 in the aggregate during the term of this Agreement,


 


(c)          Administrative
Borrower may make distributions in respect of its Stock (other than Stock consisting of the Permitted Convertible Notes, and, for
the avoidance of doubt, the Permitted Warrants or the Permitted Bond Hedges), or purchase, redeem, or otherwise acquire or retire
for value any of its Stock (other than Stock consisting of the Permitted Convertible Notes, and, for the avoidance of doubt, the
Permitted Warrants or the Permitted


 



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Bond Hedges),
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,


 


(d)          Administrative
Borrower may make Restricted Junior Payments consisting of repurchases of Stock (other than Stock consisting of the Permitted Convertible
Notes, and, for the avoidance of doubt, the Permitted Warrants or the Permitted Bond Hedges) deemed to occur upon the non-cash
exercise of stock options and warrants,


 


(e)          whether
or not a Default or Event of Default shall have occurred and be continuing or would result therefrom, Administrative Borrower may
make Restricted Junior Payments consisting of regularly scheduled cash payments of interest in respect of the Permitted Convertible
Notes, and


 


(f)          Administrative
Borrower may make Restricted Junior Payments consisting of (i) [reserved], (ii) the optional redemption or purchase
for cash of some or all of the Permitted Convertible Notes to the extent permitted by, and in compliance with the terms of, the
Permitted Convertible Notes Documents, (iii) payment of cash in respect of the termination or settlement of a Permitted Bond
Hedge or the purchase of a Permitted Bond Hedge, (iv) payment of cash in respect of the conversion of the Permitted Convertible
Notes by holders of some or all thereof to the extent permitted by, and in compliance with the terms of, the Permitted Convertible
Notes Documents, (v) payment of cash in respect of the termination or settlement of any Permitted Warrant, (vi) payment
of cash by Administrative Borrower upon the maturity pursuant to their terms of the Permitted Convertible Notes, in compliance
with the terms of the Permitted Convertible Note Documents, (vii) the optional redemption or purchase for (or with the proceeds
from the issuance of) Permitted Stock by Administrative Borrower of some or all of the Permitted Convertible Notes, (viii) payment
of Permitted Stock in respect of the conversion of the Permitted Convertible Notes by holders of some or all thereof to the extent
permitted by, and in compliance with the terms of, the Permitted Convertible Notes Documents, and (ix) delivery of Permitted
Stock in respect of the termination or settlement of a Permitted Warrant, in each case described in clauses (ii) through (vi) above,
so long as immediately after making such payment, (A) no Default or Event of Default is in existence or would be caused thereby,
provided, that such payment shall not be prohibited under this clause (A) to the extent such payment is funded with the proceeds
of the issuance by Administrative Borrower of Permitted Stock, by an additional contribution to the equity of Administrative Borrower
by existing holders of Permitted Stock of Administrative Borrower or with the proceeds of Refinancing Indebtedness, and (B) Excess
Availability is at least $25,000,000.


 


6.10.       Accounting
Methods.


 


Modify or change its
fiscal year or its method of accounting (other than as may be required to conform to GAAP).


 


6.11.       Investments;
Controlled Investments.


 


(a)         Except
for Permitted Investments, directly or indirectly, make or acquire any Investment.


 



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(b)         Other
than (i) an aggregate amount of not more than $400,000 at any one time, in the case of Borrowers and their Domestic Subsidiaries,
(ii) Term Loan Collateral Accounts and (iii) amounts deposited into Deposit Accounts specially and exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for the employees of any Loan Party or any of its Subsidiaries,
make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts
or Securities Accounts unless such Loan Party or such Domestic Subsidiary, as applicable, and the applicable bank or securities
intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further
establish) Agent's Liens in such Permitted Investments. Except as provided in Section 6.11(b)(i), (ii), and
(iii), no Loan Party shall or shall permit any Domestic Subsidiary of any Loan Party to establish or maintain any Deposit
Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities
Account.


 


6.12.       Transactions
with Affiliates.


 


Directly or indirectly
enter into or permit to exist any transaction with any Affiliate of any Loan Party or any of Subsidiary of any Loan Party except
for:


 


(a)         transactions
(other than the payment of management, consulting, monitoring, or advisory fees) between any Loan Party or any of its Subsidiaries,
on the one hand, and any Affiliate of any Loan Party or Subsidiaries of any Loan Party, on the other hand, so long as such transactions
(i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by any Loan Party
or any of its Subsidiaries in excess of $500,000 for any single transaction or series of related transactions, and (ii) are
no less favorable, taken as a whole, to any Loan Party or any of its Subsidiaries, as applicable, than would be obtained in an
arm's length transaction with a non-Affiliate,


 


(b)         so
long as it has been approved by such Loan Party's or such Subsidiary's board of directors (or comparable governing body) in accordance
with applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such Loan Party or such Subsidiary,


 


(c)         so
long as it has been approved by such Loan Party's or such Subsidiary's board of directors (or comparable governing body or authorized
officer) in accordance with applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements
to employees, officers, and outside directors of each Loan Party and its Subsidiaries in the ordinary course of business and consistent
with industry practice,


 


(d)         so
long as the Borrowers' file a consolidated or unitary return for federal and state income tax purposes, the Borrowers may make
distributions to Administrative Borrower to permit Administrative Borrower to pay federal or state income taxes then due and owing,
franchise taxes and other similar expenses incurred in the ordinary course of business; provided that the amount of such
distribution shall not be greater, nor the receipt by Borrowers of tax benefits less, than they would have been had the Borrowers
been treated as if they did not file a consolidated return or unitary return with Administrative Borrower, and


 



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(e)         transactions
(i) among Loan Parties otherwise not prohibited by the terms of this Agreement, (ii) permitted by Section 6.3
or Section 6.9, (iii) any Permitted Intercompany Advance, (iv) permitted by clauses (e) and (j) of the definition
of the term "Permitted Investments", or (v) solely with respect to Investments in Joint Ventures, permitted by clause
(o) of the definition of the term "Permitted Investments".


 


6.13.       Use
of Proceeds.


 


Use the proceeds of any
loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal,
accrued interest, and accrued fees and expenses owing in connection with the Prior Credit Facilities, (ii) to pay a portion
of the consideration payable in connection with the consummation of the Closing Date Acquisition, and (iii) to pay transactional
fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, the Closing Date Acquisition and
the transactions contemplated hereby and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for
their lawful and permitted purposes, including without limitation to finance the ongoing corporate needs of the Loan Parties, including
Permitted Acquisitions; provided, however, that no part of the proceeds of the loans made to Borrowers will be used
to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock
or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal
Reserve.


 


6.14.       Limitation
on Issuance of Stock.


 


Issue or sell or enter
into any agreement or arrangement for the issuance and sale of any of its Stock, other than (a) the issuance or sale of common
stock or Permitted Preferred Stock by Borrowers, (b) the issuance of Permitted Convertible Notes, (c) the issuance of
Permitted Warrants and Permitted Bond Hedges, or (d) the issuance by Administrative Borrower of Permitted Stock in connection
with the issuance, conversion, exercise, redemption, purchase, acceleration, termination or settlement of Permitted Convertible
Notes, Permitted Warrants or Permitted Bond Hedges.


 


6.15.       Consignments
and Other Arrangements.


 


Consign any of its or
their Inventory or sell any of its or their Inventory on bill and hold, sale or return, sale on approval, or other conditional
terms of sale; provided that (a) Borrowers may from time to time in the ordinary course of business sell Inventory on a bill
and hold basis, so long as after sale and prior to delivery thereof to the applicable customer, such inventory is at all times
readily identifiable as inventory being held for the account of a customer of such Borrower and (b) Brenner may from time
to time in the ordinary course of business consign Inventory to certain of its customers, so long as the aggregate amount of such
Inventory does not exceed $2,500,000 at any time.


 


6.16.       Inventory
and Equipment with Bailees.


 


Except as disclosed in
Schedule 4.29 (as such Schedule may be updated by notice from the Administrative Borrower to Agent pursuant to Section 5.15),
store the Inventory or Equipment (other than vehicles and Equipment out for repair and other Inventory and Equipment


 



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with an aggregate net
book value of less than $1,250,000) of the Loan Parties and their Domestic Subsidiaries at any time now or hereafter with a bailee,
warehouseman, or similar party.


 


7.         FINANCIAL
COVENANT.


 


Each Borrower covenants
and agrees that, until termination of all of the Commitments and payment in full of the Obligations, such Borrower will comply
with the following financial covenant:


 


Fixed Charge Coverage
Ratio. If any time during any month a Financial Covenant Trigger Event occurs, Borrowers shall have a Fixed Charge Coverage
Ratio, measured on the last day of the most recent calendar month for which financial statements have been delivered by Borrowers
to Agent pursuant to Schedule 5.1, calculated (a) for each month during the period commencing on the Closing Date
and ending on April 30, 2013, for the period from May 1, 2012 through and including such testing date, of at least 1.10:1.00, and
(b) for each month commencing with the month ending on May 31, 2013, on a trailing twelve month basis, of at least 1.10:1.00.


 


8.         EVENTS
OF DEFAULT.


 


Any one or more of the
following events shall constitute an event of default (each, an "Event of Default") under this Agreement:


 


8.1.         If
Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting
of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion
thereof constituting principal) constituting Obligations (including any portion thereof 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),
and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations;


 


8.2.         If
any Loan Party or any of its Subsidiaries:


 


(a)         fails
to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3
(solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower
refuses to allow Agent or its representatives or agents to visit such Borrower's properties, inspect its assets or books or records,
examine and make copies of its books and records, or discuss such Borrower's affairs, finances, and accounts with officers and
employees of such Borrower), 5.10, 5.11, 5.13, 5.14 or 5.15 of this Agreement, (ii) Sections 6.1
through 6.16 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 6 of the Security
Agreement;


 


(b)         fails
to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower
is not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement
and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become
known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Administrative Borrower
by Agent;


 



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(c)         fails
to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each
case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which
event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after
the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) the
date on which written notice thereof is given to Administrative Borrower by Agent;


 


8.3.         If
one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $15,000,000, or more (except
to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has
not denied coverage) is entered or filed against a Loan Party, or any of its Domestic Subsidiaries or any of its Material Foreign
Subsidiaries, or with respect to any of their respective assets, and either (a) there is a period of 30 consecutive days at
any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated,
or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced
upon such judgment, order, or award;


 


8.4.         If
an Insolvency Proceeding is commenced by a Loan Party, any of its Domestic Subsidiaries or any of its Material Foreign Subsidiaries;


 


8.5.         If
an Insolvency Proceeding is commenced against a Loan Party, any of its Domestic Subsidiaries or any of its Material Foreign Subsidiaries
and any of the following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency
Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition
commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim
trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or
any substantial portion of the business of, such Loan Party or such Subsidiary, or (e) an order for relief shall have been
issued or entered therein;


 


8.6.         If
a Loan Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct
all or any material part of the business affairs of the Loan Parties and their Subsidiaries, taken as a whole;


 


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)
or (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; provided that no
such event under the Term Loan Indebtedness Documents (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


 



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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 and (z)
the exercise of any remedies by 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.


 


8.8.         If
any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing
to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect
(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) as of the date of issuance or making or deemed making thereof;


 


8.9.         If
the obligation of any Guarantor under the Guaranty is limited or terminated by operation of law or by such Guarantor (other than
in accordance with the terms of this Agreement);


 


8.10.        If
the Security Agreement or any other Loan Document that purports to create a Lien, shall, except to the extent permitted by the
terms thereof or hereof, for any reason, fail or cease to create a valid and perfected, first priority Lien on the Collateral covered
thereby (subject to Permitted Liens which are permitted purchase money Liens, interests of a lessor under a Capital Lease or Liens
securing the Term Loan Indebtedness on Term Priority Collateral), except (a) as a result of a disposition of the applicable
Collateral in a transaction permitted under this Agreement, (b) with respect to Collateral the aggregate value of which, for
all such Collateral, does not exceed at any time, $1,000,000, or (c) as the result of an action or failure to act on the part
of Agent; or


 


8.11.        The
validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action
or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or
its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish
the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries
has any liability or obligation purported to be created under any Loan Document.


 


9.         RIGHTS
AND REMEDIES.


 


9.1.         Rights
and Remedies.


 


Upon the occurrence and
during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall (in each case
under clauses (a) or (b) by written notice to Administrative Borrower), in addition to any other rights or remedies provided for
hereunder or under any other Loan Document or by applicable law, do any one or more of the following:


 


(a)         declare
the Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents
immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated
to repay all of such Obligations in full, without presentment,


 



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demand, protest,
or further notice or other requirements of any kind, all of which are hereby expressly waived by each Borrower;


 


(b)         declare
the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of
any Lender hereunder to make Advances, (ii) the obligation of the Swing Lender to make Swing Loans, and (iii) the obligation
of the Issuing Lender to issue Letters of Credit; and


 


(c)         exercise
all other rights and remedies available to Agent or the Lenders under the Loan Documents or applicable law.


 


The foregoing to the contrary notwithstanding,
upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the
remedies set forth above, without any notice to any Borrower or any other Person or any act by the Lender Group, the Commitments
shall automatically terminate and the Obligations (other than the Bank Product Obligations), inclusive of all accrued and unpaid
interest thereon and all fees and all other amounts owing under this Agreement or under any of the other Loan Documents, shall
automatically and immediately become due and payable and Borrowers shall be obligated to repay all of such Obligations in full,
without presentment, demand, protest, or notice of any kind, all of which are expressly waived by each Loan Party.


 


9.2.         Remedies
Cumulative.


 


The rights and remedies
of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group
shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise
by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default
shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.


 


10.        WAIVERS;
INDEMNIFICATION.


 


10.1.       Demand;
Protest; etc.


 


Each Borrower waives
demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release,
compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the
Lender Group on which such Borrower may in any way be liable.


 


10.2.       The
Lender Group's Liability for Collateral.


 


Each Borrower hereby
agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any
way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring
or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default
of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction
of the Collateral shall be borne by Borrowers.


 



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10.3.       Indemnification.


 


Borrowers shall pay,
indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an "Indemnified
Person") harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions,
investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable and documented fees and disbursements
of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection
with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any
time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the
execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys' fees) of any Lender
(other than WFCF) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement,
performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other
Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of each Loan Party's and its Subsidiaries'
compliance with the terms of the Loan Documents (provided, however, that the indemnification in this clause (a) shall
not extend to (i) disputes solely between or among the Lenders or (ii) disputes solely between or among the Lenders and
their respective Affiliates; it being understood and agreed that the indemnification in this clause (a) shall extend to Agent (but
not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their
Affiliates, on the other hand, or (iii) any Taxes or any costs attributable to Taxes, which shall governed by Section 16),
(b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the
use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any
act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence
or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Loan Party
or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any
such assets or properties of any Loan Party or any of its Subsidiaries, if and to the extent required by law or necessary to preserve
the value of any Real Property Collateral (each and all of the foregoing, the "Indemnified Liabilities"). The
foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified Person under this Section 10.3
with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross
negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision
shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment
to any other Indemnified Person with respect to an Indemnified Liability as to which any Borrower was required to indemnify the
Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed
by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT
TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED
PERSON OR OF ANY OTHER PERSON.


 



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11.        NOTICES.


 


Unless otherwise provided
in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except
for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally
delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail
(at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands
to Borrowers or Agent, as the case may be, they shall be sent to the respective address set forth below:


  


	If to Borrowers:	c/o WABASH NATIONAL CORPORATION
	 	1000 Sagamore Parkway South
	 	Lafayette, Indiana  47905
	 	Attn:  Chief Financial Officer
	 	Fax No.:  (765) 771-5308
	 	 
	with copies to:	HOGAN LOVELLS US LLP
	 	100 International Drive, Suite 2000
	 	Baltimore, Maryland  21202
	 	Attn:  Michael J. Silver, Esq.
	 	Fax No.:  (410) 659-2701
	 	 
	If to Agent:	WELLS FARGO CAPITAL FINANCE, LLC
	 	150 South Wacker Drive, Suite 2200
	 	MAC N2814-220
	 	Chicago, Illinois  60606-4204
	 	Attn:  Relationship Manager
	 	Fax No. (312) 332-0424
	 	 
	with copies to:	GOLDBERG KOHN LTD.
	 	55 East Monroe Street, Suite 3300
	 	Chicago, Illinois  60603
	 	Attn:  David L. Dranoff, Esq.
	 	Fax No. (312) 332-2196


 


 


Any party hereto may
change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other
party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the
date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by
overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have
been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given
at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed
received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested"
function, as available, return email or other written acknowledgment).


 



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If any notice, disclosure
or report is required to be delivered pursuant to the terms of this Agreement on a day that is not a Business Day, such notice,
disclosure or report shall be deemed to have been required to be delivered on the immediately following Business Day.


 


12.        CHOICE
OF LAW AND VENUE; JURY TRIAL WAIVER.


 


(a)         THE
VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED
UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.


 


(b)         THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED
AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF COOK, STATE
OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. Each BORROWER
AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
WITH THIS SECTION 12(b).


 


(c)         TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, each
BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. each
BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 



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13.        ASSIGNMENTS
AND PARTICIPATIONS; SUCCESSORS.


 


13.1.       Assignments
and Participations.


 


(a)         (1) With
the prior written consent of Administrative Borrower, which consent of Administrative Borrower shall not be unreasonably withheld,
delayed or conditioned, and shall not be required (A) if an Event of Default has occurred and is continuing, or (B) in
connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, other than a Defaulting
Lender and (2) with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed
or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other
than individuals) of a Lender, other than a Defaulting Lender, any Lender may assign and delegate to one or more assignees so long
as such prospective assignee is an Eligible Transferee (each, an "Assignee"; provided, however,
that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations,
the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum
amount (unless waived by Agent and, so long as no Event of Default shall have occurred and be continuing, Administrative Borrower)
of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender
or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund
of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided,
however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest
so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and
related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee,
(ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance and Agent
has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), (iii) such assignment
is entered into the Register in accordance with Section 13.1(h), and (iv) unless waived by Agent, the assigning Lender
or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000.


 


(b)         From
and after the date that Agent notifies the assigning Lender (with a copy to Borrowers) that it has received an executed Assignment
and Acceptance and, if applicable, payment of the required processing fee, and such assignment has been entered into the Register
in accordance with Section 13.1(h), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a "Lender" and
shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent
that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations
under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto);
provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive
the termination


 



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of this Agreement,
including such assigning Lender's obligations under Section 15 and Section 17.9(a).


 


(c)         By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance,
such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of
its Subsidiaries or the performance or observance by any Loan Party or any of its Subsidiaries of any of its obligations under
this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy
of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon
Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints
and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such
Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by
it as a Lender.


 


(d)         Immediately
upon Agent's receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to
Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect
the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each
Assignee shall reduce such Commitments of the assigning Lender pro tanto.


 


(e)         Any
Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a "Participant")
participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender
(the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that
(i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents
and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests
of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the
Originating Lender's obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) the Originating
Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall
continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations
under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under
which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any
other Loan


 



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Document, except
to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend
the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate
applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of
the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations
hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or
fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount
or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such
Lender, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation,
except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due
and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect
of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the
Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the
other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries,
the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the
making of decisions by the Lenders among themselves.


 


(f)         In
connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest
in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9,
disclose all documents and information which it now or hereafter may have relating to each Loan Party and their Subsidiaries and
their respective businesses.


 


(g)         Any
other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or
any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation
A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge
or security interest in any manner permitted under applicable law.


 


(h)         Agent
(as a non-fiduciary agent on behalf of Borrowers) shall maintain, or cause to be maintained, a register (the "Register")
on which it enters the name and address of each Lender as the registered owner of the Revolver Commitment (and the principal amount
thereof and stated interest thereon and the portion of principal amount and interest of the Obligations assigned or transferred))
held by such Lender (each, a "Registered Loan"). Other than in connection with an assignment by a Lender of all
or any portion of its portion of the Revolver Commitment to an Affiliate of such Lender or a Related Fund of such Lender (i) a
Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration
of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignment or
sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by


 



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registration of
such assignment or sale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed
by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon,
at the request of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal
amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered
Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan
(and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments
thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or
any portion of its Revolver Commitment to an Affiliate of such Lender or a Related Fund of such Lender, and which assignment is
not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register.
The entries in the Register shall be conclusive and Borrowers, Agent and Lenders shall treat each person whose name is recorded
in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, in the absence of manifest
or demonstrable error. Notwithstanding anything to the contrary, any assignment of any Obligation shall be effective only upon
appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by Borrowers,
Agent and any Lender (solely with respect to its Obligations and/or Commitment), at any reasonable time and from time to time upon
reasonable prior notice. This Section shall be construed so that the Obligations are at all times maintained in "registered
form" within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC and any related regulations (and any successor
provisions).


 


(i)         In
the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held
by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject to such participations)
(the "Participant Register"). A Registered Loan (and the Registered Note, if any, evidencing the same) may be
participated in whole or in part only by registration of such participation on the Participant Register (and each registered note
shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may
be effected only by the registration of such participation on the Participant Register.


 


(j)         Agent
shall make a copy of the Register (and each Lender shall make a copy of its Participant Register in the extent it has one) available
for review by Borrowers from time to time as Borrowers may reasonably request.


 


13.2.       Successors.


 


This Agreement shall
bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however,
that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders' prior written consent and any
prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall, unless expressly
provided in such consent, release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents
and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly required


 



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pursuant to Section 13.1,
no consent or approval by any Borrower is required in connection with any such assignment.


 


14.        AMENDMENTS;
WAIVERS.


 


14.1.       Amendments
and Waivers.


 


(a)         No
amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product
Agreements, the Fee Letter, or a joinder executed pursuant to Section 2.2), and no consent with respect to any departure
by any Loan Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent
at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent
shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however,
that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby
and all of the Loan Parties that are party thereto, do any of the following:


 


(i)         increase
the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of
Section 2.4(c)(i),


 


(ii)        postpone
or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts
due hereunder or under any other Loan Document,


 


(iii)       reduce
the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts
payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c)
(which waiver shall be effective with the written consent of the Required Lenders),


 


(iv)      amend,
modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,


 


(v)       other
than as permitted by Section 15.11, release Agent's Lien in and to all or substantially all of the Collateral,


 


(vi)      amend,
modify, or eliminate the definition of "Required Lenders" or "Pro Rata Share",


 


(vii)     other
than a specifically provided in Section 15.11, contractually subordinate any of Agent's Liens,


 


(viii)    other
than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the
other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment
or transfer by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,


 



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(ix)       amend,
modify, or eliminate any of the provisions of Section 2.3(b)(i), Section 2.4(b)(i) or (ii), Section 2.4(e)
or (f), or Section 2.5,


 


(x)        amend,
modify, or eliminate any of the provisions of Section 13.1(a) to permit a Loan Party or an Affiliate of a Loan Party
to be permitted to become an Assignee, or


 


(xi)       amend,
modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts
and Eligible Inventory, as well as any provision permitting Agent to exercise its discretion in modifying any applicable criteria
contained within any such definition) that are used in such definition to the extent that any such change results in more credit
being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount,
or change Section 2.1(c).


 


(b)         No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive (i) the definition of, or any of the terms
or provisions of, the Fee Letter, without the written consent of Agent and Borrowers (and shall not require the written consent
of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of
Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders,


 


(c)         No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other
Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender under this Agreement or the other
Loan Documents, without the written consent of Issuing Lender, Agent, Borrowers, and the Required Lenders,


 


(d)         No
amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other
Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan
Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders,


 


(e)         Anything
in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to
the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall
not require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification, elimination, or consent
of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or
over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii).


 


14.2.         Replacement
of Certain Lenders.


 


(a)         If
(i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all
Lenders or all Lenders affected thereby


 



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and if such action
has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby,
or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least 5 Business
Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement
(a "Holdout Lender") or any Lender that made a claim for compensation (a "Tax Lender") with one
or more Replacement Lenders, and the Holdout Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced
hereunder. Such notice to replace the Holdout Lender or Tax Lender, as applicable, shall specify an effective date for such replacement,
which date shall not be later than 15 Business Days after the date such notice is given.


 


(b)         Prior
to the effective date of such replacement, the Holdout Lender or Tax Lender, as applicable, and each Replacement Lender shall execute
and deliver an Assignment and Acceptance, subject only to the Holdout Lender or Tax Lender, as applicable, being repaid in full
its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all
interest, fees and other amounts that may be due and payable in respect thereof, and (ii) an assumption of its Pro Rata Share
of the Letters of Credit) but excluding any Bank Product Obligations if so specified pursuant to agreements between the relevant
Bank Product Provider and the applicable Loan Party) without any premium or penalty of any kind whatsoever. If the Holdout Lender
or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective
date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name
or and on behalf of the Holdout Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such
Assignment and Acceptance, the Holdout Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such
Assignment and Acceptance. The replacement of any Holdout Lender or Tax Lender, as applicable, shall be made in accordance with
the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations,
the Commitments, and the other rights and obligations of the Holdout Lender or Tax Lender, as applicable, hereunder and under the
other Loan Documents, the Holdout Lender or Tax Lender, as applicable, shall remain obligated to make the Holdout Lender's or Tax
Lender's, as applicable, Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal
to its Pro Rata Share of such Letters of Credit.


 


14.3.       No
Waivers; Cumulative Remedies.


 


No failure by Agent or
any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender
in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing,
and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent's
and each Lender's rights thereafter to require strict performance by each Borrower of any provision of this Agreement. Agent's
and each Lender's rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right
or remedy that Agent or any Lender may have.


 



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15.        AGENT;
THE LENDER GROUP.


 


15.1.       Appointment
and Authorization of Agent.


 


Each Lender hereby designates
and appoints WFCF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes
(and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to designate, appoint, and authorize)
Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly
delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental
thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained
in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document
notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein or in the other Loan
Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender (or Bank Product Provider), and
no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term "agent"
in this Agreement or the other Loan Documents with reference to Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only a representative relationship between independent contracting parties.
Each Lender hereby further authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to authorize) Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral.
Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising
or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is
entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of
the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent
shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in accordance
with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections
of Borrowers and their Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements
or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with
respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively
receive, apply, and distribute the Collections of Borrowers and their Subsidiaries as provided in the Loan Documents, (e) open
and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the
Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers and their Subsidiaries,
(f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to each Loan Party
and its Subsidiaries, the Obligations, the Collateral, the Collections of each Loan Party and its Subsidiaries, or otherwise related
to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as


 



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Agent may deem necessary
or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.


 


15.2.       Delegation
of Duties.


 


Agent may execute any
of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence
or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful
misconduct.


 


15.3.       Liability
of Agent.


 


None of the Agent-Related
Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement
or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct),
or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for any recital, statement, representation
or warranty made by any Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this
Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for
in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or
its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person
shall be under any obligation to any Lenders (or Bank Product Providers) to ascertain or to inquire as to the observance or performance
of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and
records or properties of any Loan Party or any of its Subsidiaries.


 


15.4.       Reliance
by Agent.


 


Agent shall be entitled
to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants
and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and
until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it
shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects, the Bank Product Providers) against
any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall
in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders (and Bank Product Providers).


 



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15.5.       Notice
of Default or Event of Default.


 


Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment
of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect
to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or any
Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a "notice
of default." Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which
Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the
other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants,
if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may
be requested by the Required Lenders in accordance with Section 9; provided, however, that unless and
until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable.


 


15.6.       Credit
Decision.


 


Each Lender (and Bank
Product Provider) acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no
act by Agent hereinafter taken, including any review of the affairs of each Loan Party and its Subsidiaries and Affiliates, shall
be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender (or Bank Product Provider). Each
Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent
that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence, documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial
and other condition and creditworthiness of any Borrower or any other Person party to a Loan Document, and all applicable bank
regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to Borrowers. Each Lender also represents (and by entering into a Bank Product Agreement, each Bank Product Provider
shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary
to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of any
Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required
to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender (or Bank Product
Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition
or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the
Agent-Related Persons. Each Lender acknowledges (and by entering into a Bank Product Agreement, each Bank Product Provider shall
be deemed to acknowledge) that Agent does not have any duty or responsibility, either


 



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initially or on a continuing
basis (except to the extent, if any, that is expressly specified herein) to provide such Lender (or Bank Product Provider) with
any credit or other information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial
or other affairs, and irrespective of whether such information came into Agent's or its Affiliates' or representatives' possession
before or after the date on which such Lender became a party to this Agreement (or such Bank Product Provider entered into a Bank
Product Agreement).


 


15.7.       Costs
and Expenses; Indemnification.


 


Agent may incur and pay
Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its
functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys' fees and expenses, fees and
expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer
fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers
are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and
directed to deduct and retain sufficient amounts from the Collections of Borrowers and their Subsidiaries received by Agent to
reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders (or Bank Product
Providers). In the event Agent is not reimbursed for such costs and expenses by a Loan Party or its Subsidiaries, each Lender hereby
agrees that it is and shall be obligated to pay to Agent such Lender's ratable thereof. Each of the Lenders, on a ratable basis,
shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting
the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, however, that
no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting
solely from such Person's gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting
Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall
reimburse Agent upon demand for such Lender's ratable share of any costs or out of pocket expenses (including attorneys, accountants,
advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration,
modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such
expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder and
the resignation or replacement of Agent.


 


15.8.       Agent
in Individual Capacity.


 


WFCF and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire equity interests
in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with each Loan Party
and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though WFCF were not Agent hereunder, and,
in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge
(and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such
activities, WFCF or its Affiliates may receive


 



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information regarding
each Loan Party or their Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations
in favor of each Loan Party or such other Person and that prohibit the disclosure of such information to the Lenders (or Bank Product
Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent
will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The
terms "Lender" and "Lenders" include WFCF in its individual capacity.


 


15.9.       Successor
Agent.


 


Agent may resign as Agent
upon 30 days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Administrative Borrower
(unless such notice is waived by Borrowers) and without any notice to the Bank Product Providers. If Agent resigns under this Agreement,
the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Administrative
Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders (and
the Bank Product Providers). If, at the time that Agent's resignation is effective, it is acting as the Issuing Lender or the Swing
Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable,
and it shall automatically be relieved of any further obligation to issue Letters of Credit, to cause the Underlying Issuer to
issue Letters of Credit, or to make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation
of Agent, Agent may appoint, after consulting with the Lenders and Administrative Borrower, a successor Agent. If Agent has materially
breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in
writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred
and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such
event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights,
powers, and duties of the retiring Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's
appointment, powers, and duties as Agent shall be terminated. Upon the acceptance of a successor's appointment as Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing
Lender or Swing Lender, as applicable. The fees payable by Borrowers to a successor Agent shall be the same as those payable to
its predecessor unless otherwise agreed to between Administrative Borrower and such successor. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date
which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon
become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint
a successor Agent as provided for above.


 



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15.10.     Lender
in Individual Capacity.


 


Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, provide Bank Products to, acquire
equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with
each Loan Party and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were
not a Lender hereunder without notice to or consent of the other members of the Lender Group (or the Bank Product Providers). The
other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall
be deemed to acknowledge) that, pursuant to such activities, such Lender and its respective Affiliates may receive information
regarding each Loan Party or their Affiliates or any other Person party to any Loan Documents that is subject to confidentiality
obligations in favor of each Loan Party or such other Person and that prohibit the disclosure of such information to the Lenders,
and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge)
that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will
use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.


 


15.11.     Collateral
Matters.


 


(a)         The
Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed
to authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction
in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required
or desirable in connection therewith and if Borrowers certify to Agent that the sale or disposition is permitted under Section 6.4
(and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which neither
a Loan Party nor any of its Subsidiaries owned any interest at the time Agent's Lien was granted nor at any time thereafter, or
(iv) constituting property leased to any Loan Party or any of its Subsidiaries under a lease that has expired or is terminated
in a transaction permitted under this Agreement or subject to a Permitted Lien securing Permitted Purchase Money Indebtedness.
Notwithstanding the foregoing, the Liens of the Agent on Term Priority Collateral shall be automatically released upon the consummation
of any sale or disposition of such Collateral in a transaction permitted under Section 6.4. The Loan Parties and the Lenders
hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize)
Agent, based upon the instruction of the Required Lenders, to credit bid and purchase (either directly or through one or more acquisition
vehicles) or to sell or otherwise dispose of (or to consent to any such sale or other disposition of) all or any portion of the
Collateral at any sale thereof conducted by Agent under the provisions of the Code, including pursuant to Sections 9-610 or
9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of the
Bankruptcy Code, or at any sale or foreclosure conducted by Agent (whether by judicial action or otherwise) in accordance with
applicable law. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the
prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without
requiring the authorization of the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the


 



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authorization
of the Bank Product Providers). Upon request by Agent or any Borrower at any time, the Lenders will (and if so requested, the Bank
Product Providers will) confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral
pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute
any document necessary to evidence such release on terms that, in Agent's opinion, would expose Agent to liability or create any
obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of any Loan Party in respect of) all interests retained by the Loan Parties, including, the proceeds of any
sale, all of which shall continue to constitute part of the Collateral. The Lenders further hereby irrevocably authorize (and by
entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, at the request of the Administrative
Borrower, to subordinate (on terms and conditions satisfactory to Agent) any Lien granted to or held by Agent under any Loan Document
to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness.


 


In connection with any
termination or release that is authorized pursuant to this Section 15.11, Agent shall promptly (i) execute and deliver
to any Loan Party, at such Loan Party's expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release and (ii) deliver to the Loan Parties any portion of such Collateral so released that is in the possession of Agent.


 


(b)         Agent
shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) to assure that the Collateral exists
or is owned by any Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that
Agent's Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any
particular priority, or that any particular items of Collateral meet the eligibility criteria applicable in respect thereof or
whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any such reserve is
appropriate or not, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the
terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's
own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever
to any Lender (or Bank Product Provider) as to any of the foregoing, except as otherwise provided herein.


 


(c)         This
Section 15.11 shall be subject in all respects to the provisions of the Intercreditor Agreement.


 


15.12.    Restrictions
on Actions by Lenders; Sharing of Payments.


 


(a)         Each
of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully
entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to any
Loan Party or any of its Subsidiaries or any deposit accounts of any Loan Party or any of its


 



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Subsidiaries now
or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to
do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings
to enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security
interest in, any of the Collateral. Notwithstanding the foregoing and without limiting any rights arising under any Bank Product
Agreement in respect of amounts owing thereunder, no Lender shall exercise any such right of set-off or any such action unless
an Event of Default has occurred and is continuing.


 


(b)         If,
at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral
or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant
to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender's Pro Rata Share of all such distributions
by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required
to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse
or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received
shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to
the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations
shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be
returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest
in connection with the recovery of the excess payment.


 


15.13.     Agency
for Perfection.


 


Agent hereby appoints
each other Lender (and each Bank Product Provider) as its agent (and each Lender hereby accepts (and by entering into a Bank Product
Agreement, each Bank Product Provider shall be deemed to accept) such appointment) for the purpose of perfecting Agent's Liens
in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control.
Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon
Agent's request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent's instructions.


 


15.14.     Payments
by Agent to the Lenders.


 


All payments to be made
by Agent to the Lenders (or Bank Product Providers) shall be made by bank wire transfer of immediately available funds pursuant
to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such
payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of
the Obligations.


 



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15.15.     Concerning
the Collateral and Related Loan Documents.


 


Each member of the Lender
Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees
(and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to agree) that any action taken by Agent
in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent
of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Lenders (and such Bank Product Provider).


 


15.16.     Audits
and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.


 


By becoming a party to
this Agreement, each Lender:


 


(a)         is
deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination
report respecting any Borrower or its Subsidiaries (each, a "Report") prepared by or at the request of Agent,
and Agent shall so furnish each Lender with such Reports,


 


(b)         expressly
agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and
(ii) shall not be liable for any information contained in any Report,


 


(c)         expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any
audit or examination will inspect only specific information regarding a Borrower and its Subsidiaries and will rely significantly
upon each Borrower's and its Subsidiaries' books and records, as well as on representations of each Borrower's personnel,


 


(d)         agrees
to keep all Reports and other material, non-public information regarding each Loan Party and its Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and


 


(e)         without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and
any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion
the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender's participation in, or the indemnifying Lender's
purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such
other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other
amounts (including, attorneys' fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or
indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.


 


In addition to the foregoing: (x) any
Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided
by any Loan Party


 



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or any Subsidiary of any Loan Party to
Agent that has not been contemporaneously provided by such Subsidiary to such Lender, and, upon receipt of such request, Agent
promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the
Loan Documents, to request additional reports or information from any Loan Party or any of its Subsidiaries, any Lender may, from
time to time, reasonably request Agent to exercise such right as specified in such Lender's notice to Agent, whereupon Agent promptly
shall request of such Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof
from a Loan Party, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to any
Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender. As an alternative to
providing Lenders with a physical copy of any Report or other information described in this Section 15.16, Agent may, in
its discretion, post any such Report or information in electronic form to a data site such as Intralinks.


 


15.17.     Several
Obligations; No Liability.


 


Notwithstanding that
certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as
such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available
hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their
respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount
of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to
any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall
be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice
may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as
provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of
the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender (or Bank
Product Provider) to fulfill its obligations to make credit available hereunder, nor to advance for such Lender (or Bank Product
Provider) or on its behalf, nor to take any other action on behalf of such Lender (or Bank Product Provider) hereunder or in connection
with the financing contemplated herein.


 


15.18.     Documentation
and Syndication Agent.


 


Notwithstanding any provision
to the contrary contained elsewhere in this Agreement or in any other Loan Document, the Syndication Agent and the Documentation
Agent shall have no duties or responsibilities and neither Syndication Agent nor the Documentation Agent shall have or be deemed
to have any fiduciary relationship with any Lender, and no implied responsibilities, duties or obligations shall be construed to
exist in this Agreement or any other Loan Document.


 


16.        WITHHOLDING
TAXES.


 


(a)         All
payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or
other defense. In addition, all


 



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such payments
will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction
or withholding of Taxes is required, Borrowers shall comply with the next sentence of this Section 16(a). If any Taxes
are so levied or imposed, Borrowers agree to pay the full amount of such Taxes and such additional amounts as may be necessary
so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to
this Section 16(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount
provided for herein; provided, however, that Borrowers shall not be required to increase any such amounts if the increase in such
amount payable results from Agent's or such Lender's own willful misconduct or gross negligence (as finally determined by a court
of competent jurisdiction). Borrowers will furnish to Agent as promptly as possible after the date the payment of any Tax is due
pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers or other evidence of payment
reasonably satisfactory to Agent.


 


(b)         Borrowers
agree to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar
levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise
with respect to this Agreement or any other Loan Document, excluding those taxes arising as a result of voluntary assignment or
other transfer by a Lender or Participant after the initial transfer hereunder and prior to any Default, other than any such assignment
or transfer made at the request of any Loan Party.


 


(c)         If
a Lender, Agent or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender,
Agent or Participant agrees with and in favor of Agent and Administrative Borrower, to deliver to Agent and Administrative Borrower
(or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first
payment under this Agreement:


 


(i)         if
such Lender, Agent or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio
interest exception, (A) a statement of the Lender, Agent or Participant, signed under penalty of perjury, that it is not a
(I) a "bank" as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any Borrower (within
the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within
the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY
(with proper attachments);


 


(ii)        if
such Lender, Agent or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States
tax treaty, a properly completed and executed copy of IRS Form W-8BEN;


 


(iii)       if
such Lender, Agent or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because it is effectively connected with a United States trade or business of such Lender or Agent, a properly completed and
executed copy of IRS Form W-8ECI;


 


(iv)       if
such Lender, Agent or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because such Lender,


 



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Agent or Participant
serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or


 


(v)        a
properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other
laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.


 


Each Lender, Agent or Participant shall
provide new forms (or successor forms) to Agent and Administrative Borrower upon (i) the expiration or obsolescence of any
previously delivered forms, (ii) any change in circumstances which would modify or render invalid any claimed exemption or
reduction, and (iii) upon the reasonable request of Agent or Administrative Borrower.


 


If a payment made to a Lender under any
Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender fails to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender
shall deliver to Administrative Borrower or Agent (as applicable) (A) a certification signed by the chief financial officer,
principal accounting officer, treasurer or controller and (B) other documentation reasonably requested by Administrative Borrower
or Agent (as applicable) sufficient for Borrower or Agent (as applicable) to comply with its obligations under FATCA and to determine
that such Lender has complied with such applicable reporting requirements.


 


No Borrower shall be required to pay additional
amounts to any Lender pursuant to this Section 16 to the extent that the obligation to pay such additional amounts would
not have arisen but for the failure of such Lender to comply with this paragraph or Section 16(c).


 


(d)         If
a Lender, Agent or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender
or such Participant agrees with and in favor of Agent (as applicable) and Administrative Borrower, to deliver to Agent (or, in
the case of a Participant, the Lender granting the participation only) any such form or forms, as may be required under the laws
of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving
its first payment under this Agreement, but only if such Lender, Agent or such Participant is legally able to deliver such forms,
provided, however, that nothing in this Section 16(d) shall require a Lender, Agent or Participant to
disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender, Agent and
each Participant shall provide new forms (or successor forms) to Agent and Administrative Borrower upon (i) the expiration
or obsolescence of any previously delivered forms, (ii) any change in circumstances which would modify or render invalid any
claimed exemption or reduction, and (iii) upon the reasonable request of Agent or Administrative Borrower.


 


(e)         If
a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such
Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the
participation only) of the percentage amount in which it is no longer the


 



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beneficial owner
of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender's
or such Participant's documentation provided pursuant to Section 16(c) or 16(d) as no longer valid. With respect
to such percentage amount, such Participant or Assignee shall provide new documentation, pursuant to Section 16(c)
or 16(d), if applicable. Each Borrower agrees that each Participant shall be entitled to the benefits of this Section 16
with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with
the obligations set forth in this Section 16 with respect thereto.


 


(f)         If
a Lender, Agent or a Participant is entitled to a reduction in the applicable withholding tax, Agent and Administrative Borrower
(or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender
or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms
or other documentation required by Section 16(c) or 16(d) are not delivered to Agent and Administrative Borrower
(or, in the case of a Participant, to the Lender granting the participation), then Agent or Administrative Borrower (or, in the
case of a Participant, to the Lender granting the participation), as the case may be, may withhold from any interest payment to
such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding
tax and Section 16(a) shall not apply.


 


(g)         If
the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case
of a Participant, the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account
of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was
not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the
Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant,
such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly,
by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant,
to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including
attorneys' fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment
of all Obligations and the resignation or replacement of Agent.


 


(h)         If
Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified
by Borrowers or with respect to which Borrowers have paid additional amounts pursuant to this Section 16, so long as
no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only to the extent
of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Taxes giving rise
to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such
Lender, agree to repay the amount paid over to Borrowers (plus any


 



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penalties, interest
or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed
as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such
Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary,
this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other
information which it deems confidential) to any Borrower or any other Person.


 


(i)         If
a Borrower fails to pay any Taxes when due to the appropriate taxing authorities or fails to remit to Administrative Agent or Lenders
the required receipts or other documentary evidence of the payment of the Taxes, the Loan Parties shall jointly and severally indemnify
each Indemnified Person (as defined in Section 10.3) and its agents (collectively, a "Tax Indemnitee")
for the full amount of Taxes arising in connection with this Agreement or any other Loan Document (including, without limitation,
any Taxes imposed or asserted on or attributable to amounts payable under this Section 16) paid by such Tax Indemnitee and
all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred
in connection therewith or in connection with the enforcement of this indemnification, as and when they are incurred and irrespective
of whether suit is brought, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority (other than Taxes resulting from gross negligence or willful misconduct of such Tax Indemnitee as finally determined
by a court of competent jurisdiction). This Section 16(i) shall survive the termination of this Agreement and the repayment
of the Obligations.


 


17.        GENERAL
PROVISIONS.


 


17.1.       Effectiveness.


 


This Agreement shall
be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is provided for on the signature
pages hereof.


 


17.2.       Section
Headings.


 


Headings and numbers
have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each
Section applies equally to this entire Agreement.


 


17.3.       Interpretation.


 


Neither this Agreement
nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether under any rule of
construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted
according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.


 


17.4.       Severability
of Provisions.


 


Each provision of this
Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability
of any specific provision.


 



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17.5.       Bank
Product Providers.


 


Each Bank Product Provider
shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference
in a Loan Document to the parties for whom Agent is acting; provided, that no provision of any Loan Document shall be construed
to give any Bank Product Provider a right to consent to any amendment, modification, waiver or other action contemplated by any
Loan Document, except that each Bank Product Provider's consent shall be required with respect to any amendment, modification,
waiver or other action that would have the effect of (a) limiting or eliminating any Lien securing the Bank Product Obligation,
unless any such Liens securing the other Obligations are similarly limited or eliminated or (b) changing Section 2.4(b)(ii)
in a manner adverse to any such Bank Product Provider. Agent hereby agrees to act as agent for such Bank Product Providers and,
by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have
appointed Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights
and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider's being a
beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to Agent and the right to share in payments
and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering
into a Bank Product Agreement, shall be automatically deemed to have agreed that Agent shall have the right, but shall have no
obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves
are established there is no obligation on the part of Agent to determine or insure whether the amount of any such reserve is appropriate
or not. In connection with any such distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts
are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth
a reasonably detailed calculation) to Agent as to the amounts that are due and owing to it and such written certification is received
by Agent a reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the
amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable
from the relevant Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the
amount due and payable to the relevant Bank Product Provider is the amount last certified to Agent by such Bank Product Provider
as being due and payable (less any distributions made to such Bank Product Provider on account thereof). Any Borrower may obtain
Bank Products from any Bank Product Provider, although no Borrower is required to do so. Each Borrower acknowledges and agrees
that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product
Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this
Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder
(or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations
owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders,
to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating
to the Collateral or the release of Collateral or Guarantors.


 



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17.6.       Debtor-Creditor
Relationship.


 


The relationship between
the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor. No member
of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in
connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship
between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document
or any transaction contemplated therein.


 


17.7.       Counterparts;
Electronic Execution.


 


This Agreement may be
executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery
of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective
as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement
by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement
but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.


 


17.8.       Revival
and Reinstatement of Obligations.


 


If the incurrence or
payment of the Obligations by any Borrower or Guarantor or the transfer to the Lender Group of any property should for any reason
subsequently be asserted, or declared, to be void or voidable under any state or federal law relating to creditors' rights, including
provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of
money or transfers of property (each, a "Voidable Transfer"), and if the Lender Group is required to repay or
restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as
to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to
all reasonable costs, expenses, and attorneys' fees of the Lender Group related thereto, the liability of Borrowers or Guarantor
automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.


 


17.9.       Confidentiality.


 


(a)         Agent
and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding
the Loan Parties and their Subsidiaries, their operations, assets, and existing and contemplated business plans ("Confidential
Information") shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent
and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants,
auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender
Group (the Persons in this clause (i), "Lender Group Representatives") on a "need to know" basis in
connection with this Agreement and the transactions contemplated hereby and on


 



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a confidential
basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers), provided
that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9,
(iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of
such information, (iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation,
provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Administrative
Borrower with prior notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is
permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative
order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential
Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation, (v) as
may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant
to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause (vi) the disclosing
party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent
that the disclosing party is permitted to provide such prior written notice to Borrowers pursuant to the terms of the subpoena
or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information
as may be required by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information
that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or
the Lender Group Representatives), (viii) in connection with any assignment, participation or pledge of any Lender's interest
under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall
have agreed in writing to receive such Confidential Information hereunder subject to the terms of this Section, (ix) in connection
with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior
to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective
counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any
of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrowers with prior written
notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor
remedy under this Agreement or under any other Loan Document.


 


(b)         Anything
in this Agreement to the contrary notwithstanding, Agent may (i) provide information concerning the terms and conditions of
this Agreement and the other Loan Documents to loan syndication and pricing reporting services, and (ii) use the name, logos,
and other insignia of Borrowers and Loan Parties and the Total Commitments provided hereunder in any "tombstone" or comparable
advertising, on its website or in other marketing materials of the Agent.


 



    	-90-



    	 



    

 


 


17.10.     Lender
Group Expenses.


 


Borrowers agree to pay
any and all Lender Group Expenses promptly after demand therefor is made by Agent and agree that their obligations contained in
this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.


 


17.11.     Survival.


 


All representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans and issuance of any Letters
of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, the Issuing
Lender, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.


 


17.12.     Patriot
Act.


 


Each Lender that is subject
to the requirements of the Patriot Act hereby notifies Borrowers that pursuant to the requirements of the Act, it is required to
obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower
and other information that will allow such Lender to identify each Borrower in accordance with the Patriot Act.


 


17.13.     Integration.


 


This Agreement, together
with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby
and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The foregoing to the
contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed by the written provisions of
such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments, acceleration,
reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in such Bank
Product Agreement.


 


17.14.     Wabash
as Agent for Borrowers.


 


Each Borrower hereby
irrevocably appoints Wabash as the borrowing agent and attorney-in-fact for all Borrowers (the "Administrative Borrower")
which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed
by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each
Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a) to provide Agent with all notices with
respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and


 



    	-91-



    	 



    

  


instructions under this
Agreement, (b) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters
of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement, and
(c) to represent such Borrower in all respects under this Agreement and the other Loan Documents. It is understood that the
handling of the Loan Account and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation
to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at
their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive
benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful
operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group
to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender
Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury,
made against the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the
handling of the Loan Account and Collateral of Borrowers as herein provided, or (b) the Lender Group's relying on any instructions
of the Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person
or Lender-Related Person under this Section 17.14 with respect to any liability that has been finally determined by
a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related
Person or Lender-Related Person, as the case may be.


 


17.15.     Intercreditor
Agreement.


 


Agent and each Lender
hereunder, by its acceptance of the benefits provided hereunder, (a) consents to the subordination of Liens provided for in
the Intercreditor Agreement, (b) agrees that it will be bound by, and will take no actions contrary to, the provisions of
the Intercreditor Agreement, and (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent
on behalf of each Lender. Agent and each Lender hereby agrees that the terms, conditions and provisions contained in this Agreement
are subject to the Intercreditor Agreement and, in the event of a conflict between the terms of the Intercreditor Agreement and
this Agreement, the terms of the Intercreditor Agreement shall govern and control.


 


[Signature pages to follow.]


 



    	-92-



    	 



    

  


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.


 


	 	WABASH NATIONAL CORPORATION,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	WABASH NATIONAL, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas corporation
	 	 	 
	 	By:	/s/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	
        TRANSCRAFT CORPORATION,

        a Delaware corporation

	 
	 	 	 
	 	By:	/s/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation
	 	 	 
	 	By:	/s/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	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/ Mark J. Weber
	 	Title:	SVP-CFO, 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/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	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/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	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/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


	 	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/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	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/ Mark J. Weber
	 	Title:	SVP-CFO, Treasurer


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	WELLS FARGO CAPITAL FINANCE, LLC.,
	 	a Delaware limited liability company, as Agent and as a Lender
	 	 	 
	 	By:	/s/ Authorized Signatory
	 	Title:	SVP


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	CAPITAL ONE LEVERAGE FINANCE CORPORATION, as a Lender
	 	 
	 	By:	/s/ Authorized Signatory
	 	Title:	SVP


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
	 	 	 
	 	By:	/s/ Jack F. Morrone
	 	Title:	Duly Authorized Signatory


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	GE CAPITAL FINANCIAL INC., as a Lender
	 	 	 
	 	By:	/s/ Heather L. Glade
	 	Title:	Duly Authorized Signatory


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	BMO HARRIS BANK N.A., as Documentation Agent and as a Lender
	 	 	 
	 	By:	/s/ Authorized Signatory
	 	Title:	Director


 


Signature Page to Credit Agreement



    	 



    	 



    

 


	 	RBS CITIZENS BUSINESS CAPITAL, a division of RBS Citizens, N.A., as Syndication Agent, Joint Lead Arranger and Joint Bookrunner, and as a Lender
	 	 	 
	 	By:	/s/ Authorized Signatory
	 	Title:	Vice President


 


Signature Page to Credit Agreement



    	 



    	 



    

 


EXHIBIT A-1


 


FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


 


This ASSIGNMENT AND
ACCEPTANCE AGREEMENT ("Assignment Agreement") is entered into as of _______________________________ between
_______________________________ ("Assignor") and _______________________________ ("Assignee").
Reference is made to the Agreement described in Annex I hereto (the "Credit Agreement"). Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.


 


1.          In
accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor's rights and
obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor's
portion of the Commitments, all to the extent specified on Annex I.


 


2.          The
Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by
it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby;
(b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations
or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes
no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or any Guarantor
or the performance or observance by any Borrower or any Guarantor of any of their respective obligations under the Loan Documents
or any other instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth
as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor's share
of the Advances assigned hereunder, as reflected on Assignor's books and records.


 


3.          The
Assignee (a) 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 Assignment Agreement; (b) agrees that it will, independently and without
reliance upon Agent, Assignor, 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; (c) confirms
that it is an Eligible Transferee; (d) 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; (e) 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; [and (f) attaches the forms prescribed
by the Internal Revenue Service of the United States 


 



    	 



    	 



    

 


certifying as to the
Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be
made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are
subject to such rates at a rate reduced by an applicable tax treaty].


 


4.          Following
the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to
the Agent for recording by the Agent. The effective date of this Assignment (the "Settlement Date") shall be the
latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt
by Agent for its sole and separate account a processing fee in the amount of $5,000 (if required by the Credit Agreement), (c) the
receipt of any required consent of the Agent, and (d) the date specified in Annex I.


 


5.          As
of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned
pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents,
and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights
and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however,
that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement,
including such assigning Lender's obligations under Article 15 and Section 17.9(a) of the Credit Agreement.


 


6.          Upon
the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement
Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments
of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date
and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to
Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement
Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent
that such interest, fee or other charge relates to the period of time from and after the Settlement Date.


 


7.          This
Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment
Agreement may be executed and delivered by telecopier or other facsimile transmission all with the same force and effect as if
the same were a fully executed and delivered original manual counterpart.


 


8.          THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS.


 



    	-2-



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as
of the first date written above.


 


	 	[NAME OF ASSIGNOR]
	 	as Assignor
	 	 	 
	 	By	 
	 	 	   Name:
	 	 	   Title:


 


	 	[NAME OF ASSIGNEE]
	 	as Assignee
	 	 	 
	 	By	 
	 	 	   Name:
	 	 	   Title:


 


ACCEPTED THIS ____ DAY OF 


_______________


 


	Wells Fargo Capital Finance, LLC,
	a Delaware limited liability company, as Agent
	 	 	 
	By	 	 
	 	  Name:	 
	 	  Title:	 


 



    	-3-



    	 



    

  


ANNEX FOR ASSIGNMENT AND ACCEPTANCE


 


ANNEX I


 


1.         Borrowers:


 


Wabash National Corporation, Wabash
National, L.P., Wabash Wood Products, Inc., Transcraft Corporation, Wabash National Trailer Centers, Inc., Walker Group Holdings
LLC, Brenner Tank LLC, Brenner Tank Services LLC, Bulk Solutions LLC, Garsite/Progress LLC and Walker Stainless Equipment Company
LLC


 


2.         Name
and Date of Credit Agreement:


 


Amended and Restated Credit Agreement,
dated as of May 8, 2012, by and among Borrowers, the lenders from time to time a party thereto
(the "Lenders"), Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative
agent for the Lenders


 


	3.	Date of Assignment Agreement:	__________
	 	 	 
	4.	Amounts:	 
	 	 	 
	 	(a)       Assigned Amount of Revolver Commitment	$__________
	 	 	 
	 	(b)      Assigned Amount of Advances	$__________
	 	 	 
	5.	Settlement Date:	  __________
	 	 	 
	6.	Purchase Price	$__________
	 	 	 
	7.	Notice and Payment Instructions, etc.	 


 


	Assignee:	 	Assignor:
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 



    	Annex 1 - Page 1



    	 



    

 


8.          Agreed
and Accepted:


 


	[ASSIGNOR]	 	[ASSIGNEE]
	 	 	 	 	 
	By:	 	 	By:	 
	Title:	 	 	Title:	 


 


	Accepted:	 
	 	 
	Wells Fargo Capital Finance, LLC,	 
	a Delaware limited liability company, as Agent	 
	 	 	 
	By	 	 
	 	   Name:	 
	 	   Title:	 


 


	[WABASH NANTIONAL corporation, as

Administrative Borrower	 
	 	 	 
	By	 	 
	 	   Name:	 
	 	   Title:]	 


 



    	Annex 1 - Page 2



    	 



    








  


EXHIBIT B-1


 


FORM OF BORROWING BASE CERTIFICATE


 


	Wells Fargo Capital Finance, LLC
	150 South Wacker Drive
	Suite 2200
	MAC N2814-220
	Chicago, Illinois 60606


 


The undersigned, Wabash
National Corporation ("Administrative Borrower"), pursuant to Schedule 5.2 of that certain Amended and
Restated Credit Agreement dated as of May 8, 2012 (as amended, restated, modified, supplemented, refinanced, renewed, or extended
from time to time, the "Credit Agreement"), entered into among Administrative Borrower, Wabash National, L.P.,
Wabash Wood Products, Inc., Transcraft Corporation, Wabash National Trailer Centers, Inc., Walker Group Holdings LLC, Brenner Tank
LLC, Brenner Tank Services LLC, Bulk Solutions LLC, Garsite/Progress LLC and Walker Stainless Equipment Company LLC (collectively
with Administrative Borrower, the "Borrowers"), the lenders signatory thereto from time to time and Wells Fargo Capital
Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent (in such capacity, together with its
successors and assigns, if any, in such capacity, "Agent"), hereby certifies to Agent that the following items,
calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct.


 


All initially capitalized
terms used in this Borrowing Base Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.


 


[Remainder of page intentionally left blank]


 






    	 



    	 



    





  





	Effective Date of Calculation:    ______________________ (the "Statement Date")	 	 	 	 
	 	 	 	 	 
	A.           Borrowing Base Calculation	 	 	 	 
	 	 	 	 	 
	1.            Borrowing Base	 	 	 	 
	 	 	 	 	 
	a.           (i)          85%
    of Eligible Accounts1	 	$_______________	 	 
	 	 	 	 	 
	(ii)         the amount, if any, of the Dilution Reserve	 	$_______________	 	 
	 	 	 	 	 
	(iii)        Item 1.a.(i) minus Item 1.a.(ii)	 	 	 	$_______________
	 	 	 	 	 
	b.           Eligible Inventory (other than Build to Order Inventory)	 	 	 	 
	 	 	 	 	 
	(i)          85%
    of Eligible Inventory2 (other than Build to Order Inventory) consisting of finished goods (including without limitation
    new and used trailers, FRAC tanks and portable storage containers)3	 	$_______________	 	 
	 	 	 	 	 
	(ii)         70% of Eligible Inventory2 consisting of raw materials3	 	$_______________	 	 
	 	 	 	 	 
	(iii)        50% of Eligible Inventory2 consisting of work in process3	 	 	 	 
	 	 	 	 	 
	(iv)        Item 1.b.(i) plus Item 1.b.(ii) plus Item 1.b.(iii)	 	 	 	$_______________
	 	 	 	 	 
	(v)         85% times the Net Liquidation Percentage	 	$_______________	 	 
	 	 	 	 	 
	(vi)        the value of Borrowers' Eligible Inventory (other than Build to Order Inventory)2, 3	 	$_______________	 	 
	 	 	 	 	 
	(vii)       Item 1.b.(v) times Item 1.b.(vi)	 	$_______________	 	 
	 	 	 	 	 
	(viii)      The lesser of Items 1.b.(iv) and 1.b.(vii)	 	 	 	$_______________



 







 






	1	See Annex A



 


	2	See Annex B



 


	3	Value calculated at the lower of cost or market on a basis consistent with Borrower's historical accounting practices.






 



    	-2-



    	 



    



 


	c.           Eligible Inventory consisting of Build to Order Inventory	 	 	 	 
	 	 	 	 	 
	(i)          90% of Eligible Inventory2 (calculated at cost on a basis consistent with Borrower's historical accounting practices) consisting of Build to Order inventory	 	$_______________	 	 
	 	 	 	 	 
	(ii)         90% times the Net Liquidation Percentage	 	$_______________	 	 
	 	 	 	 	 
	(iii)        the value (calculated at the lower of cost or market on a basis consistent with Borrower's historical accounting practices) of Borrowers' Eligible Inventory consisting of Build to Order Inventory	 	$_______________	 	 
	 	 	 	 	 
	(iv)        Item 1.c.(ii) times Item 1.c.(iii)	 	$_______________	 	 
	 	 	 	 	 
	(v)         The lesser of Items 1.c.(i) and 1.c.(iv)	 	 	 	$_______________
	 	 	 	 	 
	2.            Reserves	 	 	 	 
	 	 	 	 	 
	a.           Bank Product Reserve Amount	 	$_______________	 	 
	 	 	 	 	 
	b.           the sum of the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Credit Agreement	 	$_______________	 	 
	 	 	 	 	 
	c.           Sum of Items 2.a. and 2.b.	 	 	 	$_______________
	 	 	 	 	 
	3.           Borrowing Base (Item 1.a.(iii) plus Item 1.b.(viii) plus Item 1.c.(v) minus Item 2.c.)	 	 	 	$_______________
	 	 	 	 	 
	4.           Availability calculation	 	 	 	 
	 	 	 	 	 
	a.             (i)          Maximum Revolver Amount	 	$_______________	 	 
	 	 	 	 	 
	(ii)         Letter of Credit Usage as of Statement Date	 	$_______________	 	 
	 	 	 	 	 
	(iii)        Amount of outstanding Advances (including Swing Loans) as of Statement Date	 	$_______________	 	 
	 	 	 	 	 
	(iv)        Item 4.a.(i) minus Item 4.a.(ii) minus Item 4.a.(iii)	 	$_______________	 	 



 






    	-3-



    	 



    



 


	b.             (i)          Borrowing Base as of Statement Date (Item 3)	$_______________	 
	 	 	 
	(ii)         Letter of Credit Usage as of Statement Date	$_______________	 
	 	 	 
	(iii)        Amount of outstanding Advances (including Swing Loans) as of Statement Date	$_______________	 
	 	 	 
	(iv)        Item 4.b.(i) minus Item 4.b.(ii) minus Item 4.b.(iii)	$_______________	 
	 	 	 
	c.            Lesser of Item 4.a.(iv) and 4.b(iv).	 	$_______________
	 	 	 
	d.            outstanding
    Advances against the value of Eligible Inventory that has been sold on a bill and hold basis4	 	$_______________
	 	 	 
	B.           Letters of Credit Calculation	 	 
	 	 	 
	1.           Maximum L/C amount	 	$15,000,000
	 	 	 
	2.           L/Cs permitted under Borrowing Base	 	 
	 	 	 
	a.           Borrowing Base (from Section A, Item 3)	$_______________	 
	 	 	 
	b.           Amount of outstanding Advances as of Statement Date (including Swing Loans)	$_______________	 
	 	 	 
	c.           Item 2.a. minus Item 2.b. 	 	$_______________
	 	 	 
	3.           L/Cs permitted under Maximum Revolver Amount	 	 
	 	 	 
	a.           Maximum Revolver Amount	$_______________	 
	 	 	 
	b.           Amount of outstanding Advances as of Statement Date (including Swing Loans)	$_______________	 
	 	 	 
	c.           Item 3.a. minus Item 3.b.	 	$_______________
	 	 	 
	4.           Letter of Credit Usage plus the amount of any proposed Letters of Credit	 	$_______________
	 	 	 
	5.           No L/C Availability if Item 4 is greater than Item 1, Item 2.c. or Item 3.c.	 	$_______________



 





 






	4	In no event shall outstanding Advances against the value of Eligible Inventory that has been sold on a bill and hold basis
exceed $9,000,000 in the aggregate.



 






    	-4-



    	 



    
  


Additionally, the undersigned
hereby certifies and represents and warrants to the Lender Group on behalf of Borrowers that all of the foregoing is true and correct
as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements
of the Credit Agreement.


 


	 	WABASH NATIONAL CORPORATION
	 	as Administrative Borrower
	 	 	 
	 	By:	 
	 	Title:	 


 



    	-5-



    	 



    

 


Annex A – Eligible Accounts


 


	Accounts created in the ordinary course arising out of sale of goods or rendition of services complying with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents	 	 	$_______________
	 	 	 	 
	less (without duplication)	 	 	 
	 	 	 	 
	Accounts that the Account Debtor has failed to pay by the earlier of (i) the 105th day after the original invoice date thereof or (ii) the 60th day after the due date thereof	 	$_______________	 
	 	 	 	 
	Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under the immediately preceding clause	 	$_______________	 
	 	 	 	 
	Accounts with respect to which the Account Debtor is an Affiliate of a Borrower or an employee or agent of a Borrower or any Affiliate of a Borrower	 	$_______________	 
	 	 	 	 
	Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional	 	$_______________	 
	 	 	 	 
	Accounts that are not payable in Dollars	 	$_______________	 


 



    	-6-



    	 



    

 


	Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or Canada, or (ii) is not organized under the laws of the United States or any state thereof, or Canada or any province thereof, or (iii) is the government of any foreign country or sovereign state (other than Canada), or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent	 	$_______________	 
	 	 	 	 
	Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC § 3727), or (ii) any state of the United States	 	$_______________	 
	 	 	 	 
	Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute	 	$_______________	 


 



    	-7-



    	 



    

 


	Accounts with respect to which (i) the Account Debtor is a Person with an investment grade rating by S&P or Moody's or one of its Affiliates (such Person, together with its Affiliates, a "Rated Account Debtor"), and total obligations owing to Borrowers by such Rated Account Debtor exceed 30% (such percentage as applied to such Rated Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Rated Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage, or (ii) an Account Debtor's (other than a Rated Account Debtor) whose total obligations owing to Borrowers exceed 20% (such percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the applicable foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon such concentration limit	 	$_______________	 
	 	 	 	 
	Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,	 	$_______________	 
	 	 	 	 
	Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor's financial condition,	 	$_______________	 
	 	 	 	 
	Accounts that are not subject to a valid and perfected first priority Agent's Lien,	 	$_______________	 


 



    	-8-



    	 



    

 


	Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor	 	$_______________	 
	 	 	 	 
	Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity	 	$_______________	 
	 	 	 	 
	Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by a Borrower of the subject contract for goods or services	 	$_______________	 
	 	 	 	 
	Accounts owned by a target acquired in connection with a Permitted Acquisition until the completion of a field examination with respect to such target, in each case, reasonably satisfactory to Agent (which field examination may be conducted prior to the closing of such Acquisition	 	$_______________	 
	 	 	 	 
	Accounts owned by a Borrower that is a Walker Entity acquired in connection with the Closing Date Acquisition until completion of a field examination with respect to such Walker Entity, reasonably satisfactory to Agent	 	$_______________	 
	 	 	 	 
	Total Excluded Accounts	 	 	$_______________
	 	 	 	 
	Eligible Accounts (Total Accounts less Total Excluded Accounts):	 	 	$_______________


 



    	-9-



    	 



    

 


Annex B – Eligible Inventory


 


	Inventory consisting of first quality finished goods, raw materials or work-in-process held for sale in the ordinary course of Borrowers' business, that complies with each of the representations and warranties respecting Eligible Inventory made in the Loan Documents	 	 	$_______________
	 	 	 	 
	less (without duplication)	 	 	 
	 	 	 	 
	Inventory which a Borrower does not have good, valid, and marketable title thereto	 	$_______________	 
	 	 	 	 
	Inventory which a Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of Borrowers)	 	$_______________	 
	 	 	 	 
	Inventory not located at one of the locations in the continental United States set forth on Schedule E-1 to the Credit Agreement (or in-transit from one such location to another such location)	 	$_______________	 
	 	 	 	 
	Inventory in-transit to or from a location of a Borrower (other than in-transit from one location set forth on Exhibit E-1 to another location set forth on Exhibit E-1)	 	$_______________	 
	 	 	 	 
	Inventory located on real property leased by a Borrower or in a contract warehouse, in each case, unless it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises	 	$_______________	 
	 	 	 	 
	Inventory that is the subject of a bill of lading or other document of title	 	$_______________	 
	 	 	 	 
	Inventory not subject to a valid and perfected first priority Agent's Lien	 	$_______________	 
	 	 	 	 
	Inventory consisting of goods returned or rejected by a Borrower's customers	 	$_______________	 


 



    	-10-



    	 



    

 


	Inventory consisting of goods that are obsolete or slow moving, restrictive or custom items, or goods that constitute spare parts, packaging and shipping materials, supplies used or consumed in Borrowers' business, defective goods, "seconds," or Inventory acquired on consignment	 	$_______________	 
	 	 	 	 
	Inventory subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can be freely sold by Agent on and after the occurrence of an Event of Default despite such third party rights	 	$_______________	 
	 	 	 	 
	Inventory acquired in connection with a Permitted Acquisition or the Closing Date Acquisition, as applicable, until the completion of an appraisal and field examination of the Inventory acquired in connection with such Acquisition, in each case, reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)	 	$_______________	 
	 	 	 	 
	Inventory owned by Garsite and Administrative Borrower has not delivered to Agent recorded UCC-3 amendment amending UCC financing statement number 07-0025610102 filed against Garsite	 	$_______________	 
	 	 	 	 
	Total Excluded Inventory	 	 	$_______________
	 	 	 	 
	Eligible Inventory (Total Inventory less Total Excluded Inventory):	 	 	$_______________


 






    	-11-



    	 



    
 


EXHIBIT B-2


 


FORM OF BANK PRODUCTS PROVIDER LETTER
AGREEMENT


 


[Letterhead of Specified Bank Products Provider]


 


[Date]


 


Wells Fargo Capital Finance, LLC as Agent

150 South Wacker Drive, Suite 2200


MAC N2814-220


Chicago, Illinois 60606

Attention: [                                      ]


Fax No.:


 


Reference is hereby made
to that certain Amended and Restated Credit Agreement, dated as of May 8, 2012 (as amended, restated, supplemented, or modified
from time to time, the "Credit Agreement"), by and among the lenders party thereto (such lenders, together with
their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively
as the "Lenders"), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative
agent for the Lenders (together with its successors and assigns in such capacity, "Agent"), and WABASH
NATIONAL CORPORATION, WABASH NATIONAL, L.P., WABASH WOOD PRODUCTS, INC., TRANSCRAFT CORPORATION, WABASH
NATIONAL TRAILER CENTERS, INC., WALKER GROUP HOLDINGS LLC, BRENNER TANK LLC, BRENNER TANK SERVICES LLC,
BULK SOLUTIONS LLC, GARSITE/PROGRESS LLC and WALKER STAINLESS EQUIPMENT COMPANY LLC (collectively,
the "Borrowers"). Capitalized terms used herein but not specifically defined herein
shall have the meanings ascribed to them in the Credit Agreement.


 


Reference is also made
to that certain [describe the Bank Product Agreement or Agreements] (the "Specified Bank Product Agreement [Agreements]")
dated as of [__________] by and between [Lender or Affiliate of Lender] (the "Specified Bank Products Provider")
and [identify the Loan Party or Subsidiary].


 


1.          Appointment
of Agent. The Specified Bank Products Provider hereby designates and appoints Agent, and Agent by its signature below hereby
accepts such appointment, as its agent under the Credit Agreement and the other Loan Documents. The Specified Bank Products Provider
hereby acknowledges that it has reviewed Sections 15.1, 15.2, 15.3, 15.4, 15.6, 15.7, 15.8, 15.9, 15.11, 15.12, 15.13, 15.14,
15.15, and 17.5 (collectively such sections are referred to herein as the "Agency Provisions"),
including, as applicable, the defined terms referenced therein (but only to the extent used therein), and agrees to be bound by
the provisions thereof. Specified Bank Products Provider and Agent each agree that the Agency Provisions which govern the relationship,
and certain representations, acknowledgements, appointments, rights, restrictions, and agreements, between the Agent, on the one
hand, and the Lenders or the Lender Group, on the other hand, shall, from and after the date of this letter agreement also apply
to and govern, mutatis mutandis, the relationship between the Agent, on the one hand, and the Specified Bank Product Provider
with respect to the Bank


 



    	 



    	 



    

 


Products provided pursuant to the Specified Bank Product Agreement[s], on the other hand.


 


2.          Acknowledgement
of Certain Provisions of Credit Agreement. The Specified Bank Products Provider hereby acknowledges that it has reviewed the
provisions of Sections 2.4(b)(ii), 14.1, 15.10, 15.11, and 17.5 of the Credit Agreement, including, as applicable,
the defined terms referenced therein, and agrees to be bound by the provisions thereof. Without limiting the generality of any
of the foregoing referenced provisions, Specified Bank Product Provider understands and agrees that its rights and benefits under
the Loan Documents consist solely of it being a beneficiary of the Liens and security interests granted to Agent and the right
to share in Collateral as set forth in the Credit Agreement.


 


3.          Reporting
Requirements. Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products. On
a monthly basis (not later than the 10th Business Day of each calendar month) or as more frequently as Agent shall request, the
Specified Bank Products Provider agrees to provide Agent with a written report, in form and substance satisfactory to Agent, detailing
Specified Bank Products Provider's reasonable determination of the credit exposure (and mark- to-market exposure) of Borrowers
and their Subsidiaries in respect of the Bank Products provided by Specified Bank Products Provider pursuant to the Specified Bank
Products Agreement[s]. If Agent does not receive such written report within the time period provided above, Agent shall
be entitled to assume that the reasonable determination of the credit exposure of Borrowers and their Subsidiaries with respect
to the Bank Products provided pursuant to the Specified Bank Products Agreement[s] is zero.


 


4.          Bank
Product Reserve Conditions. Specified Bank Products Provider further acknowledges and agrees that Agent shall have the right,
but shall have no obligation to establish, maintain, relax or release reserves in respect of any of the Bank Product Obligations
and that if reserves are established there is no obligation on the part of the Agent to determine or insure whether the amount
of any such reserve is appropriate or not. If Agent so chooses to implement a reserve, Specified Bank Products Provider acknowledges
and agrees that Agent shall be entitled to rely on the information in the reports described above to establish the Bank Product
Reserve Amount.


 


5.          Bank
Product Obligations. From and after the delivery to Agent of this letter agreement duly executed by Specified Bank Product
Provider and the acknowledgement of this letter agreement by Agent and each Borrower, the obligations and liabilities of Borrowers
and their Subsidiaries to Specified Bank Product Provider in respect of Bank Products evidenced by the Specified Bank Product Agreement[s]
shall constitute Bank Product Obligations (and which, in turn, shall constitute Obligations), and Specified Bank Product Provider
shall constitute a Bank Product Provider until such time as Specified Bank Products Provider or its affiliate is no longer a Lender.
Specified Bank Products Provider acknowledges that other Bank Products (which may or may not be Specified Bank Products) may exist
at any time.


 


6.          Notices.
All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 11
of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 11 in
the Credit Agreement, if to Borrowers, shall be mailed, sent, or delivered to Borrowers in accordance with


 



    	 



    	 



    

 


Section 11 in
the Credit Agreement, and, if to Specified Bank Products Provider, shall be mailed, sent or delivered
to the address set forth below, or, in each case as to any party, at such other address as shall be designated by such party in
a written notice to the other party. 


  


	If to Specified Bank

 Products Provider:	 
	 	 
	 	 
	 	 
	 	Attn:	 
	 	Fax No.	 


 


 


7.            Miscellaneous.
This letter agreement is for the benefit of the Agent, the Specified Bank Products Provider, each Borrower and each of their respective
successors and assigns (including any successor agent pursuant to Section 15.9 of the Credit Agreement, but excluding any
successor or assignee of a Specified Bank Products Provider that does not qualify as a Bank Product Provider). Unless the context
of this letter agreement clearly requires otherwise, references to the plural include the singular, references to the singular
include the plural, the terms "includes" and "including" are not limiting, and the term "or" has,
except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." This letter agreement may
be executed in any number of counterparts and by different parties on separate counterparts. Each of such counterparts shall be
deemed to be an original, and all of such counterparts, taken together, shall constitute but one and the same agreement. Delivery
of an executed counterpart of this letter by telefacsimile or other means of electronic transmission shall be equally effective
as delivery of a manually executed counterpart.


 


8.            Governing
Law.


 


(a)          The
validity of this letter agreement, the construction, interpretation, and enforcement hereof, and the rights of the parties hereto
with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance
with the laws of the State of ILLINOIS.


 


(b)          The
parties agree that all actions or proceedings arising in connection with this letter agreement shall be tried and litigated only
in the state courts, and, to the extent permitted by applicable law, federal courts, located in the county of COOK, State of ILLINOIS.
Each of EACH Borrower, SPECIFIED BANK PRODUCTS PROVIDER, and AGENT waive, to the extent permitted under applicable law, any right
each may have to assert the doctrine of forum non conveniens or to object to venue to the extent any proceeding is brought in accordance
with this SECTION 8(b).


 



    	 



    	 



    

  


(c)          TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Each Borrower, SPECIFIED BANK PRODUCTS PROVIDER, and AGENT EACH hereby waive their
respective rights to a jury trial of any claim or cause of action based upon or arising out of this letter agreement or any of
the transactions contemplated herein, including contract claims, tort claims, breach of duty claims, and all other common law or
statutory claims. Each of EACH Borrower, SPECIFIED BANK PRODUCTS PROVIDER, and AGENT EACH represents TO THE OTHERS that each has
reviewed this waiver and each knowingly and voluntarily waives its JURY TRIAL rights following consultation with legal counsel.
In the event of litigation, a copy of this LETTER AGREEMENT may be filed as a written consent to a trial by the Court.


 


[signature pages to follow]


 



    	 



    	 



    

 


	 	Sincerely,
	 	 
	 	[SPECIFIED BANK PRODUCTS PROVIDER]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 



    	 



    

 


Acknowledged, accepted, and agreed


as of the date first written above:


 


WABASH NATIONAL CORPORATION,

a Delaware corporation, as a Borrower


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 


WABASH NATIONAL, L.P.,

a Delaware limited partnership, as a Borrower


 





	By:	Wabash National Trailer Centers, Inc.,
	 	Its General Partner


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger
Sub, Inc.), an Arkansas corporation, as a Borrower


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 


TRANSCRAFT CORPORATION,

a Delaware corporation, as a Borrower


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	 



    	 



    

 


WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation,

as a Borrower


 





	By:	 	 
	Name:	 	 
	Title:	 	 


 


WALKER GROUP HOLDINGS LLC,

a Texas limited liability company, as a Borrower


 





	By:	[__________________],
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


BULK SOLUTIONS LLC,

a Texas limited liability company, as a Borrower


 





	By:	Walker Group Holdings LLC,
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


WALKER STAINLESS EQUIPMENT COMPANY LLC,

a Delaware limited liability company, as a Borrower


 





	By:	Walker Group Holdings LLC,
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 



    	 



    	 



    

 


BRENNER TANK LLC,

a Wisconsin limited liability company, as a Borrower


 





	By:	Walker Group Holdings LLC,
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


GARSITE/PROGRESS LLC,

a Texas limited liability company, as a Borrower


 





	By:	Walker Group Holdings LLC,
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


BRENNER TANK SERVICES LLC,

a Wisconsin limited liability company, as a Borrower 


 





	By:	Brenner Tank LLC,
	 	Its Sole Member


 


	By:	 	 
	Name:	 	 
	Title:	 	 


  



    	 



    	 



    

 


Acknowledged, accepted, and


agreed as of _____________, 20__:


 


WELLS FARGO CAPITAL FINANCE, LLC,


a Delaware limited liability company,

as Agent


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 









    	 



    	 



    









 


EXHIBIT C-1


 


FORM OF COMPLIANCE CERTIFICATE


 


[on Borrowers' letterhead]


 


	To:	Wells Fargo Capital Finance, LLC
	 	150 South Wacker Drive, Suite 2200
	 	MAC N2814-220
	 	Chicago, Illinois  60606
	 	Attn:  Business Finance Division Manager


 


	Re:	Compliance Certificate dated _____________


 


Ladies and Gentlemen:


 


Reference is made to
that certain AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement")
dated as of May 8, 2012, by and among the lenders identified on the signature pages thereof (such lenders, together with their
respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively
as the "Lenders"), Wells
Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders
("Agent"), WABASH NATIONAL CORPORATION, WABASH NATIONAL, L.P., WABASH WOOD PRODUCTS, INC.,
TRANSCRAFT CORPORATION, WABASH NATIONAL TRAILER CENTERS, INC., WALKER GROUP HOLDINGS LLC, BRENNER TANK
LLC, BRENNER TANK SERVICES LLC, BULK SOLUTIONS LLC, GARSITE/PROGRESS LLC and WALKER STAINLESS EQUIPMENT
COMPANY LLC (the "Borrowers"). Capitalized terms used in this Compliance Certificate have the meanings
set forth in the Credit Agreement unless specifically defined herein.


 


Pursuant to Schedule
5.1 of the Credit Agreement, the undersigned chief financial officer of the Administrative Borrower hereby certifies, in his
capacity as an officer of the Administrative Borrower and not individually, that:


 


1.          The
financial information of Borrowers and their Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in
accordance with GAAP (except for year-end adjustments and the lack of footnotes), and fairly presents in all material respects
the financial condition of Borrowers and their Subsidiaries.


 


2.          Such
officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in
reasonable detail of the transactions and condition of Borrowers and their Subsidiaries during the accounting period covered by
the financial statements delivered pursuant to Schedule 5.1 of the Credit Agreement.


 


3.          Such
review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence
as of the date hereof, of any event


 



    	 



    	 



    

 


or condition that constitutes
a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the
nature and period of existence thereof and what action Borrowers and their Subsidiaries have taken, are taking, or propose to take
with respect thereto.


 


4.          The
representations and warranties of Borrowers and their Subsidiaries set forth in the Credit Agreement and the other Loan Documents
are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date),
except as set forth on Schedule 3 attached hereto.


 


5.          Borrowers
and their Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Credit Agreement as
demonstrated on Schedule 4 hereof.


 



    	-2-



    	 



    

 


IN WITNESS WHEREOF, this
Compliance Certificate is executed by the undersigned this _____ day of _______________, ________.


 


	 	WABASH NATIONAL CORPORATION, as Administrative Borrower


 


	 	By:	 
	 	Name:	 
	 	Title:	 


  



    	-3-



    	 



    

  


SCHEDULE 1



Financial Information


 



    	 



    	 



    

 


SCHEDULE 2



Default or Event of Default


 



    	 



    	 



    

 





SCHEDULE 3



Representations and Warranties


 



    	 



    	 



    

 


SCHEDULE 4



Financial Covenants


 


Fixed Charge Coverage Ratio.


 


A Financial Covenant
Trigger Event [has/has not] occurred during the month for which financial statements are being delivered herewith.


 


[Borrowers' Fixed
Charge Coverage Ratio, measured on a month-end basis, for the period ending _________, ________ is ___:1.0, which [is/is not]
greater than or equal to the amount set forth in Section 7 of the Credit Agreement for the corresponding period.]1


 





 






1
Include if a Financial Covenant Trigger Event has occurred during the month for which financial statements are being
delivered.


 


 



    	 



    	 



    



 


EXHIBIT L-1


 


FORM OF LIBOR NOTICE


 


Wells Fargo Capital Finance, LLC, as Agent

under the below referenced Credit Agreement

150 South Wacker Drive, Suite 2200

MAC N2814-220

Chicago, Illinois 60606


 


Ladies and Gentlemen:


 


Reference hereby is made
to that certain Amended and Restated Credit Agreement, dated as of May 8, 2012 (the "Credit Agreement"),
among Wabash National Corporation, Wabash National, L.P., Wabash Wood Products, Inc., Transcraft Corporation,
and Wabash National Trailer Centers, Inc., Walker Group Holdings LLC, Brenner Tank LLC, Brenner Tank Services LLC, Bulk Solutions
LLC, Garsite/Progress LLC and Walker Stainless Equipment Company LLC ("Borrowers"), the lenders signatory
thereto (the "Lenders"), and Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger
and administrative agent for the Lenders ("Agent"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Credit Agreement.


 


This LIBOR Notice represents
Borrowers' request to elect the LIBOR Option with respect to outstanding Advances in the amount of $________ (the "LIBOR
Rate Advance"), and is a written confirmation of the telephonic notice of such election given to Agent.


 


The LIBOR Rate Advance
will have an Interest Period of 1, 2, 3 or 6 month(s) commencing on ______________.


 


This LIBOR Notice further
confirms Borrowers' acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement,
of the LIBOR Rate as determined pursuant to the Credit Agreement.


 


Administrative Borrower
represents and warrants that no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof
occur after giving effect to the request above.


 



    	 



    	 



    

 





Wells Fargo Capital Finance, LLC as Agent


Page 2







 


	 	Dated:	 


 


	 	WABASH NATIONAL CORPORATION, Delaware corporation, as Administrative Borrower


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	Acknowledged by:	 
	 	 
	Wells Fargo Capital Finance, LLC,	 
	a Delaware limited liability company, as Agent	 


 


	By	 	 
	Name:	 	 
	Title:	 	 


 






    	 



    	 



    
 


Exhibit 3.1


 


(see attached)


 



    	 



    	 



    

 


CLOSING CHECKLIST


 


Loans by Certain Lenders

to

Wabash National Corporation, Wabash National Trailer Centers, Inc.,

Wabash Wood Products, Inc., Wabash National, LP, Transcraft Corporation

and the Walker Loan Parties


 


Closing Date: May 8, 2012


 


		I.	Parties:



 


		A.	Wells Fargo Capital Finance, LLC, as Administrative Agent ("Agent")

150 South Wacker Drive, Suite 2200

Chicago, Illinois 60606



 


		B.	Lenders listed on Exhibit A (the "Lenders")



 


		C.	Wabash National Corporation ("Wabash")

1000 Sagamore Parkway

Lafayette, Indiana 47905



 


		D.	Existing Domestic Subsidiaries of Wabash listed on Exhibit B (collectively with Wabash,
the "Original Borrowers")



 


		E.	Existing Domestic Subsidiaries of Wabash listed on Exhibit C (collectively, the "Original
Guarantors")



 


(Original Borrowers and Original
Guarantors are collectively referred to as "Original Loan Parties")


 


		F.	Domestic Subsidiaries of Wabash acquired on the Closing Date listed on Exhibit D (collectively,
the "Walker Loan Parties")



 


(Original Loan Parties and Walker
Loan Parties are collectively referred to as the "Loan Parties")


 


		G.	Morgan Stanley Senior Funding, Inc., as Term Loan Administrative Agent ("Term Loan Agent")

1 Pierrepont Plaza, 7th Floor

New York, New York 11201



 


		H.	Morgan Stanley Senior Funding, Inc. and Wells Fargo Securities, LLC ("Convertible Notes Underwriters")



  



    	 



    	 



    

 


		I.	Walker Group Resources LLC ("Seller")

c/o Insight Equity Management Company LLC

1400 Civic Place, Suite 250

Southlake, Texas 76092



 


		J.	Capital One Leverage Finance Corporation ("Existing ABL Agent")



 


		K.	LBC Credit Partners, L.P. ("Existing Term Agent")



 


		II.	Counsel to Parties:



 


		A.	Agent:



Goldberg Kohn Ltd.

55 East Monroe Street, Suite 3300

Chicago, Illinois 60603



 


		B.	Loan Parties:



Hogan Lovells US LLP

1000 International Drive

Suite 2000

Baltimore, Maryland 21202



 


		C.	Term Loan Agent:



Paul Hastings

77 East 55th Street

New York, New York 10022



 


		D.	Convertible Notes Underwriters:



Davis Polk & Wardwell

450 Lexington Avenue

New York, New York 10017



 


		E.	Seller:



Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219



 


		III.	Closing Documents:



 



    	-2-



    	 



    

 


		A.	Items pertaining to, or to be executed by, all Borrowers:



 


		1.	Amended and Restated Credit Agreement, together with Schedules and Exhibits



 


		2.	Representations and Warranties of Officers



 


		3.	Amended and Restated Security Agreement, together with Schedules and Exhibits and the following:



 


		a)	Equity certificates for the entities listed on Exhibit E



 


		b)	Assignments Separate from Certificates



 


		c)	Intercompany Note(s)



 


		4.	Reaffirmation of Collateral Documents



 


		a)	Collateral Access Agreements listed on Exhibit F (Loan Parties)



 


		b)	Trademark Security Agreement (WNLP)



 


		c)	Patent Security Agreement (WNLP)



 


		d)	Processor Agreements for processing locations set forth on Exhibit F (WNLP)



 


		e)	Collateral Assignment of Tycorra documents (WNLP)



 


		f)	Trademark Security Agreement (Transcraft)



 


		g)	Deposit Account Control Agreements (Loan Parties)



 


		5.	Closing Certificate



 


		6.	Funds Flow



 


		7.	Solvency Certificate



 


		8.	Accountant's Letter



 


		9.	Initial Borrowing Base Certificate



 


		B.	Items pertaining to, or to be executed by, all Guarantors:



 


		1.	Representations and Warranties of Officers (see Item A.2)



 


		2.	Amended and Restated General Continuing Guaranty



 


 



    	-3-



    	 



    

 


		3.	Amended and Restated Security Agreement (see A.3 above)



 


		C.	Items pertaining to, or to be executed by, all Loan Parties:



 


		1.	Items to be delivered with respect to insurance:



 


		a)	Certificates of insurance with respect to (i) property, casualty, business interruption policies,
showing Agent as certificate holder, loss payee and mortgagee, with lender's loss payable clause in favor of Agent and mortgagee
clause in favor of Agent; and (ii) liability and other third party policies, showing Agent as certificate holder and additional
insured party (2 sets of materials; 1 for Walker Loan Parties, one for the Original Loan Parties)



 


		b)	Assignment of Business Interruption Insurance (Walker Loan Parties)



 


		c)	Amended and Restated Assignment of Business Interruption Insurance (Original Loan Parties)



 


		d)	Letter re Loss Payee



 


		2.	Amended and Restated Intercompany Subordination Agreement



 


		3.	Post-Closing Letter



 


		D.	Items pertaining to, or to be executed by, Wabash only:



 


		1.	Amendment to Mortgage with respect to location in Fairfield, IN, together with date down endorsement
title policy



 


		2.	UCC financing statements as set forth on Exhibit G



 


		3.	Secretary's Certificate with respect to:



 


Certified Certificate of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		4.	Certificates of good standing as listed on Exhibit H



 


		5.	Amended and Restated Assignment of Loan and Security Documents re Tycorra



  



    	-4-



    	 



    

 


		E.	Items pertaining to, or to be executed by, WNTC only:



 


		1.	Amendments to Mortgages/Deeds of Trust with respect to the following locations, together with date
down endorsements to title policies:



 


		a)	Dunmore, PA



 


		b)	Smithton, PA



 


		c)	San Antonio, TX



 


		d)	Dallas, TX



 


		e)	Portland, OR



 


		f)	Phoenix, AZ



 


		g)	Miami, FL



 


		h)	Fontana, CA



 


		i)	Denver, CO



 


		j)	Columbus, OH



 


		2.	UCC financing statements as set forth on Exhibit G



 


		3.	Secretary's Certificate with respect to:



 


Certified Certificate of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		4.	Certificates of good standing as listed on Exhibit H



 


		F.	Items pertaining to, or to be executed by, WNLP only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Limited Partnership

Partnership Agreement

Partner Consent

Resolutions

Incumbency of Officers


 


		3.	Certificates of good standing as listed on Exhibit H



 


 



    	-5-



    	 



    

 


		4.	Amended and Restated Assignment of Loan and Security Documents re Tycorra



 


		G.	Items pertaining to, or to be executed by, Wood only:



 


		1.	Amendment to Mortgage with respect to location in Harrison, AR, together with date down endorsement
to title policy



 


		2.	UCC financing statements as set forth on Exhibit G



 


		3.	Secretary's Certificate with respect to:



 


Certified Articles of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		4.	Certificate of good standing as listed on Exhibit H



 


		H.	Items pertaining to, or to be executed by, Transcraft only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		3.	Certificates of good standing as listed on Exhibit H



 


		I.	Items pertaining to, or to be executed by, Cloud only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Articles of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		3.	Certificate of good standing as listed on Exhibit H



 


		J.	Items pertaining to, or to be executed by, Funding only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


 



    	-6-



    	 



    

 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Formation

Operating Agreement

Resolutions

Incumbency of Officers


 


		3.	Certificate of good standing as listed on Exhibit H



 


		K.	Items pertaining to, or to be executed by, WNM only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Limited Partnership

Partnership Agreement

Partner Consent

Resolutions

Incumbency of Officers


 


		3.	Certificates of good standing as listed on Exhibit H



 


		L.	Items pertaining to, or to be executed by, CTC only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Articles of Incorporation

Bylaws

Resolutions

Incumbency of Officers


 


		3.	Certificate of good standing as listed on Exhibit H



 


		M.	Items pertaining to, or to be executed by, Services only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Limited Partnership

Partnership Agreement

Partner Consent

Resolutions

Incumbency of Officers


 


 



    	-7-



    	 



    

 


		3.	Certificates of good standing as listed on Exhibit H



 


		N.	Items pertaining to, or to be executed by, FTSI only:



 


		1.	UCC financing statements as set forth on Exhibit G



 


		2.	Secretary's Certificate with respect to:



 


Certified Certificate of Limited Partnership

Partnership Agreement

Partner Consent

Resolutions

Incumbency of Officers


 


		3.	Certificates of good standing as listed on Exhibit H



 


		O.	Items relating to Walker Group Holdings LLC:



 


		1.	Trademark Security Agreement



 


		2.	Patent Security Agreement



 


		3.	UCC financing statements as set forth on Exhibit I



 


		4.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		5.	Certificate of good standing as listed on Exhibit J



 


		P.	Items relating to Brenner Tank LLC:



 


		1.	Patent Security Agreement



 


		2.	Trademark Security Agreement



 


		3.	UCC financing statements as set forth on Exhibit I



 


		4.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		5.	Certificate of good standing as listed on Exhibit J



 


 



    	-8-



    	 



    

 


		Q.	Items relating to Brenner Tank Services LLC:



 


		1.	Real Property Mortgages, together with title insurance, survey and other related documentation
(including flood certificates and zoning reports) for each of the following locations:



 


		a)	450 Arlington Avenue, Fond du Lac, WI



 


		b)	727-739 Military Road, Fond du Lac, WI



 


		2.	Patent Security Agreement



 


		3.	UCC financing statements as set forth on Exhibit I



 


		4.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		5.	Certificate of good standing as listed on Exhibit J



 


		R.	Items relating to Bulk Solutions LLC:



 


		1.	UCC financing statements as set forth on Exhibit I



 


		2.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		3.	Certificate of good standing as listed on Exhibit J



 


		S.	Items relating to Garsite/Progress LLC:



 


		1.	Real Property Mortgages, together with title insurance, survey and other related documentation
(including flood certificates and zoning reports) for 400-402 East Progress Street, Arthur, IL



 


		2.	Trademark Security Agreement



 


		3.	UCC financing statements as set forth on Exhibit I



  



    	-9-



    	 



    

 


		4.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		5.	Certificate of good standing as listed on Exhibit J



 


		T.	Items relating to Walker Stainless Equipment Company LLC:



 


		1.	Real Property Mortgages, together with title insurance, survey and other related documentation
(including flood certificates and zoning reports) for each of the following locations:



 


		a)	618 West State Street, New Lisbon, WI



 


		b)	601 and 625 West State Street, new Lisbon, WI



 


		c)	902 2nd Main Street, Elroy, WI



 


		2.	Patent Security Agreement



 


		3.	UCC financing statements as set forth on Exhibit I



 


		4.	Secretary's Certificate with respect to:



 


Certified Articles of Organization

Amended and Restated Operating Agreement

Resolutions

Incumbency of Officers


 


		5.	Certificate of good standing as listed on Exhibit J



 


		U.	Items pertaining to, or to be executed in connection with the Term Loan Facility:



 


		1.	Credit Agreement



 


		2.	Promissory Notes



 


		3.	Security Agreement



 


		4.	Guarantee



 


		5.	Mortgages and related deliveries



 


		6.	Intercreditor Agreement



 


 



    	-10-



    	 



    

 


		V.	Items pertaining to, or to be executed in connection with the Convertible Notes:



 


		1.	Indenture and Supplemental Indenture



 


		2.	Convertible notes



 


		3.	Prospectus Supplement



 


		W.	Items pertaining to, or to be executed by, Existing ABL Agent:



 


		1.	Payoff letter



 


		2.	UCC-3 termination statements listed on Exhibit K



 


		3.	Trademark Releases (2 – Brenner Tank LLC and Garsite/Progress LLC)



 


		4.	Patent Release (Brenner Tank LLC)



 


		5.	Termination of Deposit Account Control Agreement (2)



 


		X.	Items pertaining to, or to be executed by, Existing Term Agent:



 


		1.	Payoff letter



 


		2.	UCC-3 termination statements listed on Exhibit K



 


		3.	Trademark Releases (2 – Brenner Tank LLC and Garsite/Progress LLC)



 


		4.	Patent Release (Brenner Tank LLC)



 


		5.	Termination of Deposit Account Control Agreement (2)



 


		Y.	Items pertaining to other terminations/releases/payoffs:



 


		1.	Evidence of payoff of withdrawal pension liability



 


		2.	Kroger UCC termination statement



 


		Z.	Items pertaining to the Acquisition:



 


		1.	Purchase and Sale Agreement, together with schedules and exhibits thereto



 


		2.	Escrow Agreement



 


		3.	HSR Clearance



 


		AA.	Other Items:



 


		1.	Opinion of Hogan Lovells (Delaware, Arkansas and Texas law)



  



    	-11-



    	 



    

 


		2.	Opinion of Wisconsin counsel



 


		3.	Summary of pre-closing UCC, tax, judgment and ERISA searches



 


		4.	Summary of pre-closing IP searches



 


		BB.	Post-Closing Items:



 


		1.	Summary of post-filing searches



 


		2.	Amended and Restated Deposit Account Control Agreements (Wells Fargo)



 


		3.	Deposit Account Control Agreements (Accounts of Walker Loan Parties)



 


		4.	Letter re Loss Payee (Walker foreign property policy)



 


		5.	Foreign Qualification Good Standing certificates



 


		a)	Wabash National Corporation (CA)



 


		b)	Wabash National Trailer Centers, Inc. (CA)



 


		c)	Wabash National, L.P. (CA, CO)



 


		d)	Walker Stainless Equipment Company (CA)



 


		6.	Liability insurance endorsements (2)



  



    	-12-



    	 



    

 


EXHIBIT A


 


Lenders


  


Wells Fargo Capital Finance, LLC


 


RBS Citizens Business Capital, a division
of RBS Citizens, N.A.


 


General Electric Capital Corporation


 


GE Capital Financial Inc.


 


BMO Harris Bank N.A.


 


Capital One Leverage Finance Corporation


  



    	A-1



    	 



    

  


EXHIBIT B


 


Existing Domestic Subsidiary Borrowers


  


	 	 	State of
	 	 	Incorporation
	 	 	 
	Wabash National Trailer Centers, Inc. ("WNTC")	 	Delaware
	 	 	 
	Wabash National, L.P. ("WNLP")	 	Delaware
	 	 	 
	Wabash Wood Products, Inc. ("Wood")	 	Arkansas
	 	 	 
	Transcraft Corporation ("Transcraft")	 	Delaware


 



    	B-1



    	 



    

 


EXHIBIT C


 


Existing Domestic Subsidiary Guarantors


  


	 	 	State of
	 	 	Incorporation
	 	 	 
	Cloud Oak Flooring Company, Inc. ("Cloud")	 	Arkansas
	 	 	 
	National Trailer Funding, L.L.C. ("Funding")	 	Delaware
	 	 	 
	Wabash National Manufacturing, L.P. ("WNM")	 	Delaware
	 	 	 
	Continental Transit Corporation ("CTC")	 	Indiana
	 	 	 
	Wabash National Services, L.P. ("Services")	 	Delaware
	 	 	 
	FTSI Distribution Company, LP ("FTSI")	 	Delaware


 



    	C-1



    	 



    

 


EXHIBIT D


 


Domestic Subsidiary Walker Loan
Parties


  


	Walker Group Holdings LLC	 	Texas
	 	 	 
	Brenner Tank LLC	 	Wisconsin
	 	 	 
	Brenner Tank Services LLC	 	Wisconsin
	 	 	 
	Bulk Solutions LLC	 	Texas
	 	 	 
	Garsite/Progress LLC	 	Texas
	 	 	 
	Walker Stainless Equipment Company LLC	 	Delaware


 



    	D-1



    	 



    

 


EXHIBIT E


 


Equity Certificates


  


	Pledgor	Pledged Entity	Percentage

Pledged	Certificated?	Certificate

Numbers
	Wabash	Wabash Financing LLC	100%	No	N/A
	FTSI	1%	No	N/A
	WNTC	100%	Yes	3
	Cloud	100%	Yes	10
	CTC	100%	Yes	5
	Transcraft	100%	Yes	2
	WNC Receivables Management Corp.	100%	Yes	2
	WNM	1%	No	N/A
	WNLP	99%	No	N/A
	Walker Group Holdings LLC ("Walker")	100%	Yes	 
	Wabash International Holdings, Inc.	65%	Yes	 
	WNTC	FTSI	99%	No	N/A
	Funding	100%	No	N/A
	WNM	99%	No	N/A
	Services	1%	No	N/A
	WNC Receivables, LLC	50%	No	N/A
	WNLP	1%	No	N/A
	WNLP	WNC Receivables, LLC	50%	No	N/A
	Services	99%	No	N/A
	Walker	Brenner Tank LLC ("Brenner")	100%	Yes	 
	Bulk Solutions LLC	100%	Yes	 


 



    	E-1



    	 



    

 








	Pledgor	Pledged Entity	
        Percentage

        Pledged
	Certificated?	
        Certificate

        Numbers

	 	Garsite/Progress LLC	100%	Yes	 
	Walker Stainless Equipment Company LLC	100%	Yes	 
	Brenner	Brenner Tank Services LLC	100%	Yes	 
	Walker Stainless Equipment Company LLC and Brenner	Bulk Systems Mexico, S de RL de CV	65%	Yes	 
	Bulk Services, S de RL de CV	65%	Yes	 
	Bulk Tank International, S de RL de CV	65%	Yes	 













 



    	E-2



    	 



    

 


EXHIIT F


 


Collateral Access Agreements/Processor
Agreements





 


		1.	Collateral Access Agreements



 


	Borrower	Location
	WNLP	Wea Township, Indiana
	WNTC	Portland, Oregon
	WNTC	Calhoun, Georgia
	Transcraft	Cadiz, Kentucky
	WNTC	Dunmore, Pennsylvania
	WNTC	Waxahachie, Texas
	WNTC	Cadiz, Kentucky
	WNTC	West Sacramento, California


 


		2.	Processor Agreements



 


	Borrower	Processor	Location
	WNLP	Roll Coater, Inc.	Greenfield, Indiana; LaPorte, Indiana; Weirton, West Virginia; Hawesville, Kentucky; and Blytheville, Arkansas
	WNLP	Greenbush Industries	Lafayette, Indiana
	WNLP	AZZ Galvanizing	Joliet, Illinois; Hamilton, Indiana; Muncie, Indiana; and Plymouth, Indiana


 



    	F-1



    	 



    

 


EXHIBIT G


 


UCC-1 Financing Statements (Original
Loan Parties – on file prior to closing)


  


	Debtor	Jurisdiction	Date of Filing	Filing Number
	Wabash National Corporation	Delaware	6/14/11	20112274523
	Wabash National Trailer Centers, Inc.	Delaware	6/14/11	20112274531
	Wabash National, LP	Delaware	6/14/11	20112274515
	Wabash Wood Products, Inc.	Arkansas	6/14/11	40000033064737
	Transcraft Corporation	Delaware	6/14/11	20112274499
	Cloud Oak Flooring Company, Inc.	Arkansas	6/14/11	40000033064979
	National Trailer Funding, L.L.C.	Delaware	6/14/11	20112274481
	Wabash National Manufacturing, L.P.	Delaware	6/14/11	20112274507
	Wabash National Services, LP	Delaware	6/14/11	20112274549
	Continental Transit Corporation	Indiana	6/15/11	201100005210618
	FTSI Distribution Company, LP	Delaware	6/14/11	20112274473
	Wabash National Trailer Centers, Inc.	AZ - Maricopa County (fixture filing)	8/17/11	20110686590
	Wabash National Trailer Centers, Inc.	CA - San Bernardino County (fixture filing)	6/28/11	2011-0263003
	Wabash National Trailer Centers, Inc.	CO - Denver County (fixture filing)	6/27/11	2011069410
	Wabash National Trailer Centers, Inc.	FL - Miami-Dade County (fixture filing)	6/27/11	
        2011R0418067

        Book 27734

Page 3442

        

	Wabash National Trailer Centers, Inc.	OH - Franklin County (fixture filing)	6/27/11	201106270079645
	Wabash National Trailer Centers, Inc.	OR - Multnomah County (fixture filing)	6/27/11	2011-072019


 



    	G-1



    	 



    

 


	Debtor	Jurisdiction	Date of Filing	Filing Number
	Wabash National Trailer Centers, Inc.	PA - Westmoreland County (fixture filing)	6/27/11	201106270022539
	Wabash National Trailer Centers, Inc.	TX - Bexar County (fixture filing)	6/27/11	20110110478
	Wabash National Trailer Centers, Inc.	TX - Dallas County (fixture filing)	6/29/11	201100167671
	Wabash National Trailer Centers, Inc.	PA - Lackawanna County (fixture filing)	7/1/11	201112897
	Wabash Wood Products, Inc.	AR - Boone County (fixture filing)	6/28/11	11-004
	Transcraft Corporation	KY - Trigg County (fixture filing)	6/28/11	
        Book 3

        Page 677

        



 



    	G-2



    	 



    

 


EXHIBIT H


 


Original Borrower Good Standing
Certificates


  


	Entity	States
	 	 
	Wabash	Arizona, California, Delaware and Indiana
	 	 
	WNTC	Arizona, California, Colorado, Delaware, Florida, Georgia, Indiana, Kentucky, Michigan, New Mexico, Nevada, New York, Ohio, Oregon, Pennsylvania, Tennessee, Texas, Washington, West Virginia and Wyoming
	 	 
	WNLP	California, Colorado, Delaware, Florida, Indiana, Missouri, Ohio, Pennsylvania, Texas and Washington
	 	 
	Wood	Arkansas
	 	 
	Transcraft	Delaware and Kentucky


 


Original Guarantor Good Standing Certificates


 


	Entity	States
	 	 
	Cloud	Arkansas
	 	 
	Funding	Delaware
	 	 
	WNM	Delaware and Indiana
	 	 
	CTC	Indiana
	 	 
	Services	Delaware and Indiana
	 	 
	FTSI	Delaware and Indiana


 



    	H-1



    	 



    

 


EXHIBIT I


 


UCC-1 Financing Statements (Walker
Loan Parties)





 


	Debtor	Jurisdiction	Date of Filing	Filing Number
	Walker Group Holdings LLC	Texas	 	 
	Brenner Tank LLC	Wisconsin	 	 
	Brenner Tank Services LLC	Wisconsin	 	 
	Bulk Solutions LLC	Texas	 	 
	Garsite/Progress LLC	Texas	 	 
	Walker Stainless Equipment Company LLC	Delaware	 	 
	Walker Stainless Equipment Company LLC	Juneau county, WI	 	 
	Brenner Tank LLC	Fond du Lac county, WI	 	 
	Garsite/Progress LLC	Douglas county, IL	 	 


 



    	I-1



    	 



    

 


EXHIBIT J


 


Good Standing Certificates (Walker
Loan Parties)





 


	Entity	States
	 	 
	Walker	Texas
	 	 
	Walker Stainless Equipment Company LLC	California, Delaware, Florida, Missouri, New Mexico, Pennsylvania, Texas and Wisconsin
	 	 
	Garsite/Progress LLC	Illinois, Kansas, Missouri, Ohio and Texas
	 	 
	Brenner	Wisconsin
	 	 
	Brenner Tank Services LLC	Arkansas, Illinois, Kentucky, Louisiana, Tennessee and Wisconsin
	 	 
	Bulk Solutions LLC	Texas


 



    	J-1



    	 



    

 


EXHIBIT K


 


UCC-3 Termination Statements


  


	DEBTOR	SECURED PARTY	JURISDICTION	
        FILE

        NUMBER
	
        FILE

        DATE

	Brenner	Existing Term Agent	WI SOS	070008840626	6/20/07
	Brenner	Existing ABL Agent	WI SOS	070008860123	6/20/07
	Brenner	North Fork Business Capital Corporation	Juneau county, WI	659464	6/22/07
	Brenner	Existing ABL Agent	Fond du Lac county, WI	896984	6/20/07
	Brenner	Existing Term Agent	Fond du Lac county, WI	897390	6/26/07
	Brenner Tank Services LLC ("Brenner Services")	Existing Term Agent	WI SOS	070008840828	6/20/07
	Brenner Services	Existing ABL Agent	WI SOS	070008859535	6/20/07
	Brenner Services	Existing ABL Agent	Boyd county, WI	597218, FF5, Pg. 434	6/29/07
	Brenner Services	North Fork Business Capital Corporation	Harris county, TX	20070393003	6/28/07
	Brenner Services	North Fork Business Capital Corporation	Shelby county, TN	07146234	9/20/07
	Bulk Solutions LLC ("Bulk")	Existing ABL Agent	TX SOS	08-0033078776	10/8/08
	Bulk	Existing Term Agent	TX SOS	08-0033215244	10/9/08
	Garsite/Progress LLC ("Garsite")	Existing ABL Agent	TX SOS	07-0010654376	3/30/07
	Garsite	Existing Term Agent	TX SOS	07-0010777605	4/2/07
	Garsite	North Fork Business Capital Corporation	Douglas county, IL	251391	5/8/07
	Garsite	North Fork Business Capital Corporation	Douglas county, IL	251961	6/25/07
	Garsite	Existing Term Agent	Douglas county, IL	252109	7/11/07
	Walker	Existing Term Agent	TX SOS	11-0037874203	12/29/11
	Walker	Existing ABL Agent	TX SOS	12-0000825644	1/9/12


 



    	K-1



    	 



    

 


	DEBTOR	SECURED PARTY	JURISDICTION	
        FILE

        NUMBER
	
        FILE

        DATE

	Walker Stainless Equipment Company ("Walker Stainless")	Existing Term Agent	DE SOS	20115014405	12/29/11
	Walker Stainless	Existing ABL Agent	DE SOS	20120100521	1/9/12
	Walker Stainless	Existing Term Agent	Juneau county, WI	689367	11/30/11
	Garsite	North Fork Business Capital Corporation	Hancock county, OH	200700056484	5/11/07


 



    	G-2



    	 



    

  








Schedule A-1


 


Agent’s Account


 


Wells Fargo Bank, N.A.


420 Montgomery Street


San Francisco, CA


ABA# 121-000-248


Swift Code: WFBIUS6S


To Credit OF: WELLS FARGO CAPITAL FINANCE, LLC


A/C# [*]


Re: Wabash National, Inc.


 


[*] The bracketed asterisk denotes that confidential portions
of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.


 



    	 



    	 



    

 


Schedule A-2


 


Authorized Persons


 


Richard J. Giromini


 


Mark J. Weber


 


Erin J. Roth


 



    	 



    	 



    

  


Schedule C-1


 


Commitments


 


	Lender	Revolver
 Commitment	Total Commitment
	Wells Fargo Capital Finance, LLC	$46,000,000	$46,000,000
	Capital One Leverage Finance Corporation	$10,000,000	$10,000,000
	General Electric Capital Corporation	$15,000,000	$15,000,000
	GE Capital Financial Inc.	$15,000,000	$15,000,000
	BMO Harris Bank N.A.	$20,000,000	$20,000,000
	RBS Citizens Business Capital, a division of RBS Citizens, N.A.	$44,000,000	$44,000,000
	All Lenders	$150,000,000	$150,000,000


 



    	 



    	 



    

 












 


Schedule D-1


 


Designated Account


 


Account No. [*] maintained
with Wells Fargo Bank, N.A. (the “Designated Account Bank”)


 


[*] The bracketed asterisk denotes that confidential portions
of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.


 



    	 



    	 



    

 


Schedule E-1


 


Eligible Inventory Locations


 


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.)


16025 Slover Avenue


Fontana, CA


(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 East County Road


Lafayette, IN


 



    	 



    	 



    

 


(Wabash National, L.P.)


1440 Navco Drive;


1450 Navco Drive ;


3459 McCarty Lane; and


3460 McCarty Lane


Lafayette, IN


(Wabash National L.P.)


3439 McCarty Lane


Lafayette, IN


(Wabash National, L.P.)


3000 Main Street;


3288 Kossuth Street;


1000 Sagamore Parkway South (also known as Sagamore Parkway);
and


3244 McCarty Lane


Lafayette, IN


(Walker Stainless Equipment Company LLC)


618 W. State Street


New Lisbon, WI (with adjacent lot)


(Walker Stainless Equipment Company LLC)


625 W. State Street


(Walker Stainless Equipment Company LLC)


New Lisbon, WI (including 601 State Street)


902 2nd Main Street


Elroy, WI


(Brenner Tank LLC)


450 Arlington Avenue


Fond du Lac, WI (includes 727-739 Military Road address)


(Garsite/Progress LLC)


400-402 East Progress Street


Arthur, IL


 


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


 


AZZ Galvanizing


 


(Wabash National, L.P.)


2631 Jim Neu Drive


Plymouth, IN 46563


 


(Wabash National, L.P.)


625 Mills Rd.


Joliet, IL  60433


 


(Wabash National, L.P.)


7825 S. Homestead Dr.


Hamilton, IN  46742


 


(Wabash National, L.P.)


2415 S. Walnut St.


Muncie, IN  47302


 


Leased Locations


 


Sam Jin General Supply, Inc.


 


(Wabash National Trailer Centers, Inc.)


3600 West Capitol Avenue


West Sacramento, CA 95691


 


BNR Enterprises


 


			(Wabash National Trailer Centers, Inc.)






			327 Dodds Ave.



 



    	 



    	 



    

 


			Calhoun, GA 30103



 


Swift Transportation, Inc.


 


			(Wabash National Trailer Centers, Inc.)



			Gertz Road and Martin Luther King Blvd.



			Portland, OR 97211



 


Luis Estrada


 


			(Wabash National Trailer Centers, Inc.)



			4675 North Interstate 35 East



			Waxahachie, TX 75165



 


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 Industrial Development Authority


 


			(Transcraft Corporation)



			489 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.


 


FedEx Corporation1


 


(Wabash National Trailer Centers, Inc.)


8951 Yosemite Street


Henderson, Colorado 80640


 





 






1              Location
is a FedEx location where the Company performs service work as the dedicated service provider and therefore has equipment and
employees at such location.


 



    	 



    	 



    

 


David P. Reckell


 


Walker Stainless Steel Equipment Company
LLC


27620 Highway 561


Tavares, FL


 


RLK Properties, LLC


 


Brenner Tank Services LLC


2105 Donna Drive, Suite 5


Ashland, KY


 


TC Bellbrook Industrial, LLC


 


Brenner Tank Services LLC.


3135-3139 Fleetbrook Drive


Memphis, TN


 


Findlay’s Tall Timbers Distribution Center, Inc. (sublessor)


 


Garsite/Progress, LLC (sublessee)


1005 Lima Avenue


Findlay, OH


 


Pantano Land Holdings, LLC


 


Garsite/Progress, LLC


539 S. 10th Street


Kansas City, KS


 


Pantano Land Holdings, LLC


 


Garsite/Progress, LLC


920 McAlpine Avenue


Kansas City, KS


 


Pantano Land Holdings, LLC


 


Garsite/Progress, LLC


500 S. Mill Street


Kansas City, KS


 


Pantano Land Holdings, LLC


 


Garsite/Progress, LLC


501 S. Boeke Street


Kansas City, KS


 



    	 



    	 



    

 


Pike Properties, LLC


 


Brenner Tank LLC


8.21 Acres and Gravel Lot at N. 3670 South
12-16, Mauston, WI


 


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


 


Dean Realty Co.


 


Garsite/Progress LLC


1201 W. 31st Street


Kansas City, MO


 


PSC Container Services, LLC (sublessor)


 


Brenner Tank Services LLC (sublessee)


400 Mound City Road


West Memphis, Arkansas


 


Uncle Bob’s Self Storage


 


Walker Stainless Equipment Company LLC


2305 Manana Drive


Dallas, TX, Unit 316


 



    	 



    	 



    

 


Qualawash Holdings LLC (sublessor)


 


Brenner Tank Services LLC (sublessee)


801 East 120th Street


Chicago, IL


 


Qualawash Holdings LLC (sublessor)


 


Brenner Tank Services LLC (sublessee)


6735 Airline Highway


Baton Rouge, LA


 


Bailment Locations


 


Jing Mei Management


Supply Chain Solutions


 


(Wabash National, L.P.)


4136 United Parkway


Schiller Park, IL  60176


 


Please see attached Walker bailment locations


 



    	 



    	 



    

 


Schedule P-1


 


Permitted Investments


 


Intercompany loans made by Wabash National LP to Wabash UK Holdings
Limited in connection with the acquisition of the pre-closing UK subsidiaries of Walker Group Holdings LLC in the amount of Four
Million, Two Hundred and Sixty-Seven Thousand and Eighty-One Pounds Sterling.


 


Subscription by Wabash
International Holdings Inc. for equity interests of Wabash UK Holdings Limited for consideration of Nine Million Eight Hundred
Thousand U.S. Dollars.


 


Capital contributions
made by Wabash National Corporation to Wabash National LP and Wabash International Holdings, Inc., in connection with the acquisition
of Walker Group Holdings LLC and its subsidiaries in an aggregate amount equal to Three Hundred Seventy Six Million Six Hundred
Eight Nine Thousand Five Hundred Twenty Four and 18/100 U.S. Dollars.


 


Acquisition of the equity interests of Walker Group Holdings
contemplated by the Closing Date Acquisition Agreement by and among Wabash National Corporation, Walker Group Holdings LLC and
Walker Group Resources LLC for a purchase price of Three Hundred Sixty Million U.S. Dollars, subject to adjustment pursuant to
the terms thereof.


 


Permitted Convertible Notes and the underlying shares of common
stock of Wabash National Corporation contemplated thereby in an aggregate principal amount of One Hundred Fifty Million U.S. Dollars.


 


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


 



    	 



    	 



    

 


Schedule P-2


 


Permitted Liens


 


Lien pursuant to Lease Agreement pursuant to the Cadiz-Trigg
Industrial Development Authority, Inc. and Transcraft Corporation, dated February 7, 2012.


 


Cash collateral provided pursuant to $1,400,000 letter of credit
issued by Chase Bank for the benefit of Ace American Insurance Company.


 


Cash collateral provided pursuant to $115,660.00 letter of credit
issued by Chase Bank for the benefit of Bank Al Habib Limited.


 


Cash collateral provided pursuant to $99,080.00 letter of credit
issued by Chase Bank.


 


Liens created pursuant to Master Loan and Security Agreement
(Chassis / Inventory Financing), by Garsite/Progress LLC and Ford Motor Credit Company, dated as of February 22, 2012.


 


Liens created pursuant to Bodybuilder Floorplan Financing Agreement,
between Garsite/Progress LLC and Daimler Chrysler, dated January 11, 2008, as evidenced by the following UCC-1 Financing Statements
filed with the Secretary of State in Texas.


 



    	 



    	 



    

 


Schedule R-1


 


Real Property Collateral


 


125 Monahan Avenue


Dunmore, PA


 


1605 Ackerman Road


San Antonio, TX


 


10498 N. Vancouver Way


Portland, OR


 


298 Dutch Hollow Road


Smithton, PA


 


2830 South 51st Avenue


Phoenix, AZ


 


17301 NW 2nd Avenue


Miami, FL


 


16025 Slover Avenue


Fontana, CA


 


4780 Vasquez Boulevard


Denver, CO


 


4132 Irving Boulevard


Dallas, TX


 


1525 Georgesville Road


Columbus, OH


 


339 West Industrial Park Road


Harrison, AR


 


3550 East Veterans Memorial Parkway


(also known as 3550 & 3600 East County Road


and 350 South & 3550 Concord Road


Lafayette, IN


 


1440 Navco Drive;


1450 Navco Drive;


3459 McCarty Lane; and


3460 McCarty Lane


Lafayette, IN


 



    	 



    	 



    

 


3439 McCarty Lane


Lafayette, IN


 


3288 Kossuth Street;


3244 McCarty Lane


1000 Sagamore Parkway South (also known as Sagamore Parkway);
and


3000 Main Street


Lafayette, IN


 


618 W. State Street


New Lisbon, WI (with adjacent lot)


 


625 W. State Street


New Lisbon, WI (including 601 W. State Street)


 


902 2nd Main Street


Elroy, WI


 


450 Arlington Avenue


Fond du Lac, WI (includes 727-739 Military Road address)


 


400-402 East Progress Street


Arthur, IL


 



    	 



    	 



    

 


 




  


Schedule
1.1


 


As
used in the Agreement, the following terms shall have the following definitions:


 


"ABL
Priority Collateral" has the meaning specified therefor in the Intercreditor Agreement.


 


"Account"
means an account (as that term is defined in the Code).


 


"Account
Debtor" means any Person who is obligated on an Account, chattel paper, or a general intangible.


 


"Accounting
Changes" means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or
opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto
or any agency with similar functions).


 


"Acquired
Indebtedness" means Indebtedness of a Person whose assets or Stock is acquired by a Borrower or its Subsidiaries
in a Permitted Acquisition; provided, however, that such Indebtedness (a) is either Purchase
Money Indebtedness or a Capital Lease with respect to Equipment or mortgage financing with respect to Real Property, (b) was
in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection
with, or in contemplation of, such Permitted Acquisition.


 


"Acquisition"
means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of
(or any division or business line of) any other Person, or (b) the purchase or other acquisition
(whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the
Stock of any other Person.


 


"Acquisition
Agreement Representations" means those representations and warranties made by the Walker Entities in the Closing Date
Acquisition Agreement that are material to the interests of the Lenders, to the extent Wabash has a right under the Closing Date
Acquisition Agreement (a) not to consummate the transactions contemplated by the Closing Date Acquisition Agreement or (b) to
terminate Wabash's obligations under the Closing Date Acquisition Agreement, in each case, as a result of a breach of such representation
or warranty made by any Borrower or any Subsidiary of a Borrower in the Closing Date Acquisition Agreement.


 


"Additional
Documents" has the meaning specified therefor in Section 5.12 of the Agreement.


 


"Administrative
Borrower" has the meaning specified therefor in Section 17.14 of the Agreement.


 


"Advances"
has the meaning specified therefor in Section 2.1(a) of the Agreement.


 






    	Schedule 1.1 - Page 1



    	 



    
 


"Affected
Lender" has the meaning specified therefor in Section 2.13(b) of the Agreement.


 


"Affiliate"
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person.
For purposes of this definition, "control" means the possession, directly or indirectly through one or more intermediaries,
of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise;
provided, however, that, for purposes of the definition of Eligible Accounts and Section 6.12 of the
Agreement: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the
election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership
interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each
director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership
in which a Person is a general partner shall be deemed an Affiliate of such Person.


 


"Agent"
has the meaning specified therefor in the preamble to the Agreement.


 


"Agent-Related
Persons" means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.


 


"Agent's
Account" means the Deposit Account of Agent identified on Schedule A-1.


 


"Agent's
Liens" means the Liens granted by any Loan Party to Agent under the Loan Documents.


 


"Agreed
Alternate Currency" has the meaning specified therefor in Section 2.11(a).


 


"Agreement"
means the Credit Agreement to which this Schedule 1.1 is attached.


 


"Application
Event" means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity
Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds
of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.


 


"Assignee"
has the meaning specified therefor in Section 13.1(a) of the Agreement.


 


"Assignment
and Acceptance" means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.


 


"Authorized
Person" means any one of the individuals identified on Schedule A-2, as such schedule is updated from time to
time by written notice from Administrative Borrower to Agent.


 






    	Schedule 1.1 - Page 2



    	 



    
 


"Availability"
means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances under Section 2.1
of the Agreement (after giving effect to all then outstanding Obligations (other than Bank Product Obligations)).


 


"Bank
Product" means any one or more of the following financial products or accommodations extended to any Borrower or its
Subsidiaries by a Bank Product Provider: (a) credit cards, (b) credit card processing services, (c) debit cards,
(d) stored value cards, (e) purchase cards (including so-called "procurement cards" or "P-cards"),
(f) Cash Management Services, or (g) transactions under Hedge Agreements.


 


"Bank
Product Agreements" means those agreements entered into from time to time by a Borrower or its Subsidiaries with a Bank
Product Provider in connection with the obtaining of any of the Bank Products.


 


"Bank
Product Collateralization" means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent)
to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by
Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Product Obligations
(other than Hedge Obligations).


 


"Bank
Product Obligations" means, without duplication, (a) all obligations, liabilities, reimbursement obligations, fees,
or expenses owing by a Borrower or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement
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, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated
to pay to a Bank Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees
or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank
Product Provider to a Borrower or its Subsidiaries; provided, however, in order for any item described in clauses
(a) (b), or (c) above, as applicable, to constitute "Bank Product Obligations", (i) if the applicable Bank Product
Provider is Wells Fargo or its Affiliates, then, if requested by Agent, Agent shall have received a Bank Product Provider Letter
Agreement within 10 days after the date of such request, or (ii) if the applicable Bank Product Provider is any other Person,
the applicable Bank Product must have been provided on or after the Closing Date and Agent shall have received a Bank Product
Provider Letter Agreement within 10 days after the date of the provision of the applicable Bank Product to a Borrower or its Subsidiaries.


 


"Bank
Product Provider" means any Lender or any of its Affiliates; provided, however, that no such Person (other than
Wells Fargo or its Affiliates) shall constitute a Bank Product Provider with respect to a Bank Product unless and until (i) Agent
shall have received a Bank Product Provider Letter Agreement from such Person and with respect to the applicable Bank Product
within 10 days after the provision of such Bank Product to a Borrower or its Subsidiaries and (ii) to the extent that such
Lender or any of its Affiliates are lenders with respect to the Term Loan Indebtedness, Agent shall have consented in writing
to the designation of such Lender or its Affiliate as a Bank Product Provider hereunder with respect to such Bank Product; provided
further, however, that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the
date on which it ceases to be a Lender thereunder, neither it 


 



    	Schedule 1.1 - Page 3



    	 



    
 


nor any of its Affiliates shall constitute Bank Product Providers
and the obligations with respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute
Bank Product Obligations.


 


"Bank
Product Provider Letter Agreement" means a letter agreement in substantially the form attached hereto as Exhibit B-2
or otherwise in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, Borrowers,
and Agent.


 


"Bank
Product Reserve Amount" means, as of any date of determination, the Dollar amount of reserves that Agent has established
(at the request of the applicable Bank Product Provider based upon such Bank Product Provider's reasonable determination of their
credit exposure to Borrowers and their Subsidiaries that are Loan Parties in respect of Bank Product Obligations, but in any event
subject to any limitations agreed between the Bank Product Provider and the applicable Loan Party) in respect of Bank Products
then provided or outstanding.


 


"Bankruptcy
Code" means title 11 of the United States Code, as in effect from time to time.


 


"Base
Rate" means the greatest of (a) the Federal Funds Rate plus 1⁄2%, (b) the LIBOR Rate (which rate shall
be calculated based upon an Interest Period of 3 months and shall be determined on a daily basis), plus 1 percentage point, and
(c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its
"prime rate", with the understanding that the "prime rate" is one of Wells Fargo's base rates (not necessarily
the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making
reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo
may designate.


 


"Base
Rate Loan" means each portion of the Advances that bears interest at a rate determined by reference to the Base Rate.


 


"Base
Rate Margin" means, as of any date of determination (with respect to any portion of the outstanding Advances on such
date that is a Base Rate Loan), the applicable margin set forth in the following table that corresponds to the average daily Excess
Availability for the most recently ended month (the "Monthly Average Excess Availability"); provided,
however, that for the period from the Closing Date through the last day of the first full month following the Closing Date,
the Base Rate Margin shall be at the margin in the row styled "Level II" below:


 


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






 



    	Schedule 1.1 - Page 4



    	 



    



 


	 Level	Monthly
    Average Excess Availability 	 Base
    Rate Margin
		$60,000,000	
	III	If
    the Monthly Average Excess Availability is less than or equal to $30,000,000	125
    percentage points


  


Except
as set forth in the foregoing proviso, the Base Rate Margin shall be based upon the most recent Monthly Average Excess Availability,
which will be calculated as of the end of each fiscal month. Except as set forth in the foregoing proviso, the Base Rate Margin
shall be re-determined monthly on the first day of the month; provided, however, that if Borrowers fail to provide
any Borrowing Base Certificate or other information with respect thereto for any period on the date required hereunder, the Base
Rate Margin shall be set at the margin in the row styled "Level III" as of the first day of the month following the
date on which such Borrowing Base Certificate or other information was required to be delivered until the date on which such Borrowing
Base Certificate or other information is delivered (on which date (but not retroactively), without constituting a waiver of any
Default or Event of Default occasioned by the failure to timely deliver such Borrowing Base Certificate or other information,
the Base Rate Margin shall be set at the margin based upon the calculations disclosed by such Borrowing Base Certificate or other
information. In the event that the information regarding the Monthly Average Excess Availability contained in any Borrowing Base
Certificate or other information delivered by Borrower to Agent is shown to be inaccurate, and such inaccuracy, if corrected,
would have led to the application of a higher Base Rate Margin for any period (a "Base Rate Period") than the
Base Rate Margin actually applied for such Base Rate Period, then (i) Borrowers shall immediately deliver to Agent a correct
Borrowing Base Certificate or other information for such Base Rate Period, (ii) the Base Rate Margin shall be determined
as if the correct Base Rate Margin (as set forth in the table above) were applicable for such
Base Rate Period, and (iii) Borrowers shall immediately deliver to Agent full payment in respect of the accrued additional
interest as a result of such increased Base Rate Margin for such Base Rate Period, which payment shall be promptly applied by
Agent to the affected Obligations.


 


"Benefit
Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which any Loan Party or
any of its Subsidiaries or ERISA Affiliates has been an "employer" (as defined in Section 3(5) of ERISA) within
the past six years.


 


"Board
of Directors" means the board of directors (or comparable managers) of a Loan Party (as context indicates) or any committee
thereof duly authorized to act on behalf of the board of directors (or comparable managers).


 


"Borrower"
and "Borrowers" have the respective meanings specified therefor in the preamble to the Agreement.


 


"Borrowing"
means a borrowing consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender
in the case of a Swing Loan, or by Agent in the case of a Protective Advance.


 






    	Schedule 1.1 - Page 5



    	 



    
 


"Borrowing
Base" means, as of any date of determination, the result of:


 


(a)          85%
of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus


 


(b)          the
lesser of


 


(i)          the
sum of (A) 85% of the value of Eligible Inventory (other than Build to Order Inventory) consisting of finished goods (including
without limitation new and used trailers, FRAC tanks and portable storage containers), (B) 70% of the value of Eligible Inventory
consisting of raw materials, and (C) 50% of the value of Eligible Inventory consisting of work in process; provided that for the
purposes of subclauses (A), (B), and (C) of the this clause (i), (x) value shall be calculated at the lower of cost or market
on a basis consistent with Borrowers' historical accounting practices and, (y) Inventory consisting of Build to Order Inventory
shall not be included in any of such subclauses, and


 


(ii)         85%
times the most recently determined Net Liquidation Percentage times the value (calculated at the lower of cost or market
on a basis consistent with Borrowers' historical accounting practices) of Borrowers' Eligible Inventory (other than Build to Order
Inventory), plus


 


(c)          the
lesser of


 


(i)          90%
of the value (calculated at costs on a basis consistent with Borrowers' historical accounting practices) of Eligible Inventory
consisting of Build to Order Inventory, and


 


(ii)         90%
times the most recently determined Net Liquidation Percentage times the value (calculated at the lower of cost or market
on a basis consistent with Borrowers' historical accounting practices) of Borrowers' Eligible Inventory consisting of Build to
Order Inventory, minus


 


(d)          the
aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement. Notwithstanding the foregoing,
in no event shall outstanding Advances against the value of Eligible Inventory that has been sold on a bill and hold basis exceed
$9,000,000 in the aggregate.


 


"Borrowing
Base Certificate" means a certificate in the form of Exhibit B-1.


 


"Borrowing
Base Excess Amount" has the meaning set forth in Section 2.4(e)(i).


 


"Brenner"
means Brenner Tank Services LLC.


 


"Build
to Order Inventory" means finished goods Inventory of a Borrower as to which a Borrower has issued an invoice for payment
to the customer, but which, pursuant to such customers' instructions or such Borrower's normal business practices, has not yet
been shipped to such customer and title to which has not yet passed to such customer.


 






    	Schedule 1.1 - Page 6



    	 



    
 


"Business
Day" means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in
the state of Illinois, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term "Business
Day" also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.


 


"Capital
Expenditures" means, with respect to any Person for any period, the aggregate of all expenditures by such Person and
its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures
are paid in cash or financed minus any software development costs to the extent deducted under the definition of EBITDA for such
period; provided, however, that the defined term "Capital Expenditures" shall not include (a) costs
incurred in connection with Permitted Acquisitions, and (b) reinvestment of Net Cash Proceeds from any voluntary or involuntary
sale or disposition in assets that are useful in the business of the Loan Parties.


 


"Capitalized
Lease Obligation" means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance
with GAAP.


 


"Capital
Lease" means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


"Cash
Equivalents" means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States
or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year
from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United
States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date
of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard
& Poor's Rating Group ("S&P") or Moody's Investors Service, Inc. ("Moody's"), (c) commercial
paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit, time deposits, overnight bank deposits
or bankers' acceptances maturing within 1 year from the date of acquisition thereof, which certificates of deposit, overnight
bank deposits or bankers' acceptances are either (i) issued by any bank organized under the laws of the United States or
any state thereof or the District of Columbia or any United States branch of a foreign bank, which bank has a rating of A or A2,
or better, from S&P or Moody's, or (ii) are less than or equal to $250,000 in the aggregate and are issued by any other
bank insured by the Federal Deposit Insurance Corporation, (e) Deposit Accounts maintained with (i) any bank that satisfies
the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state
thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation,
(f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized
securities dealer having combined capital and surplus of not less than $250,000,000, having a term of not more than seven days,
with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six
months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria
described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in
the types of assets described in clauses (a) through (g) above.


 






    	Schedule 1.1 - Page 7



    	 



    
 


"Cash
Management Services" means any cash management or related services including treasury, depository, return items, overdraft,
controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network,
automatic clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the
direct Federal Reserve Fedline system) and other cash management arrangements.


 


"CERCLIS"
means the Comprehensive Environmental Response, Compensation Liability Information System List maintained by the U.S. Environmental
Protection Agency.


 


"CFC"
means a controlled foreign corporation (as that term is defined in Section 957(a) of the IRC) in which any Loan Party is a United
States shareholder within the meaning of Section 951(c) of the IRC.


 


"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) a majority of the members of the Board of Directors do not constitute Continuing Directors, (c) Administrative
Borrower fails to own and control, directly or indirectly, 100% of the Stock of each other Loan Party, or (d) any "change
in control" or "change of control" or terms or circumstances of similar import occurs under the Term Loan Indebtedness
Documents or the Permitted Convertible Notes Documents.


 


"Closing
Date" means the date on which this Agreement becomes effective upon the satisfaction or waiver of the conditions precedent
set forth on Schedule 3.1.


 


"Closing
Date Acquisition" means the Acquisition by Administrative Borrower and/or one or more of its Subsidiaries of all of the
issued and outstanding equity interests of Walker Group Holdings LLC and its Subsidiaries pursuant to the terms of the Closing
Date Acquisition Agreement.


 


"Closing
Date Acquisition Agreement" means the Purchase and Sale Agreement dated as of March 26, 2012, by and among Administrative
Borrower, Walker Group Holdings LLC and Walker Group Resources LLC, including all amendments thereto and modifications thereof
which are not materially adverse to the interests of Agent and the Lenders.


 


"Closing
Date Acquisition Documents" means the Closing Date Acquisition Agreement and all other documents, instruments and agreements
related thereto and executed in connection therewith.


 


"Code"
means the Illinois Uniform Commercial Code, as in effect from time to time.


 


"Collateral"
means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or any of its
Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.


 






    	Schedule 1.1 - Page 8



    	 



    
 


"Collateral
Access Agreement" means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, having a Lien upon, or having rights or interests in a Borrower's or its Domestic
Subsidiaries' books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.


 


"Collections"
means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales,
rental proceeds, and tax refunds).


 


"Commitment"
means, with respect to each Lender, its Revolver Commitment or its Total Commitment, as the context requires, and, with respect
to all Lenders, their Revolver Commitments or their Total Commitments, as the context requires, in each case as such Dollar amounts
are set forth beside such Lender's name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance
pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time
pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.


 


"Compliance
Certificate" means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial
officer of Administrative Borrower to Agent.


 


"Confidential
Information" has the meaning specified therefor in Section 17.9(a) of the Agreement.


 


"Continuing
Director" means (a) any member of the Board of Directors who was a director (or comparable manager) of Administrative
Borrower on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date
if such individual was approved, appointed or nominated for election to the Board of Directors by a majority of the Continuing
Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office
at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers)
of Administrative Borrower and whose initial assumption of office resulted from such contest or the settlement thereof.


 


"Control
Agreement" means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered
by a Borrower or one of its Domestic Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities
Account) or bank (with respect to a Deposit Account).


 


"Daily
Balance" means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed
at the end of such day.


 


"Default"
means an event, condition, or default that, with the giving of notice, the passage of time, or both, would (unless cured or waived
in accordance with the express terms of the Agreement) be an Event of Default.


 


"Defaulting
Lender" means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement
on the date that it is required to do so under the


  



    	Schedule 1.1 - Page 9



    	 



    
 


Agreement (including the failure to make available to Agent amounts required
pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified
any Borrower, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations
under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations
under the Agreement or under other agreements generally (as reasonably determined by Agent) under which it has committed to extend
credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of
the Agreement relating to its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise
failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement on the date that
it is required to do so under the Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become
or is insolvent or (ii) becomes the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator,
trustee, or custodian or appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of
or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or Insolvency
Proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.


 


"Defaulting
Lender Rate" means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate,
and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin
applicable thereto).


 


"Deposit
Account" means any deposit account (as that term is defined in the Code).


 


"Designated
Account" means the Deposit Account of Administrative Borrower identified on Schedule D-1.


 


"Designated
Account Bank" has the meaning specified therefor in Schedule D-1.


 


"Dilution"
means, as of any date of determination, a percentage, based upon the experience of the immediately preceding 90 consecutive days,
that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits,
or other dilutive items with respect to Borrowers' Accounts during such period, by (b) Borrowers' billings with respect to
Accounts during such period.


 


"Dilution
Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts
by 1 percentage point for each percentage point by which Dilution is in excess of 5%.


 


"Dollar
Equivalent" means the amount of Dollars as of any date of determination into which any Agreed Alternate Currency can
be converted or determined in accordance with Section 2.14 of the Agreement.


 


"Dollars"
or "$" means United States dollars.


 






    	Schedule 1.1 - Page 10



    	 



    
 


"Dominion
Period" means the period of time commencing on a Triggering Event and ending upon the delivery of a Rescission Notice.


 


"Domestic
Subsidiary" means any Subsidiary of a Borrower that is incorporated or organized under the laws of a State within the
United States or the District of Columbia and that is not a Foreign Subsidiary.


 


"EBITDA"
means, with respect to any fiscal period, Borrowers' consolidated net earnings (or loss), minus extraordinary gains, interest
income, and any software development costs to the extent capitalized during such period, plus non-cash extraordinary losses, interest
expense, income taxes, depreciation and amortization for such period, expenses related to stock options, restricted stock grants
and stock derivatives issued to employees and directors of the Loan Parties during such period, and out-of-pocket expenses incurred
in connection with the transactions occurring on the Closing Date, but not in excess of $15,000,000 in the aggregate, in each
case, determined on a consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA for any period of 4 consecutive
fiscal quarters (each, a "Reference Period"), if at any time during such Reference Period (and after the Closing
Date), Borrowers or any of their Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall
be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly
attributable to such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case
to be mutually and reasonably agreed upon by Borrowers and Agent or in such other manner acceptable to Agent as if any such Permitted
Acquisition or adjustment occurred on the first day of such Reference Period.


 


"Eligible
Accounts" means those Accounts created by any Borrower in the ordinary course of its business, that arise out of such
Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible
Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent's Permitted
Discretion to address the results of any audit performed by Agent from time to time after the Closing Date. In determining the
amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall
not include the following:


 


(a)          Accounts
that the Account Debtor has failed to pay by the earlier of (i) the 105th day after the original invoice date thereof or
(ii) the 60th day after the due date thereof,


 


(b)          Accounts
owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates)
are deemed ineligible under clause (a) above,


 


(c)          Accounts
with respect to which the Account Debtor is an Affiliate of a Borrower or an employee or agent of a Borrower or any Affiliate
of a Borrower,


 


(d)          Accounts
arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return,
a sale on approval, a bill


  



    	Schedule 1.1 - Page 11



    	 



    
 


and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,


 


(e)          Accounts
that are not payable in Dollars,


 


(f)          Accounts
with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States or
Canada, or (ii) is not organized under the laws of the United States or any state thereof, or Canada or any province thereof,
or (iii) is the government of any foreign country or sovereign state (other than Canada), or of any state, province, municipality,
or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless
(y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance,
and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (z) the Account
is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,


 


(g)          Accounts
with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of
the United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the reasonable satisfaction
of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,


 


(h)          Accounts
with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of setoff, or has disputed its
obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,


 


(i)          Accounts
with respect to which (i) the Account Debtor is a Person with an investment grade rating by S&P or Moody's or one of
its Affiliates (such Person, together with its Affiliates, a "Rated Account Debtor"), and total obligations owing
to Borrowers by such Rated Account Debtor exceed 30% (such percentage, as applied to any Rated Account Debtor, being subject to
reduction by Agent in its Permitted Discretion if the creditworthiness of such Rated Account Debtor deteriorates) of all Eligible
Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage or (ii) an Account Debtor's
(other than a Rated Account Debtor) total obligations owing to Borrowers exceed 20% (such percentage, as applied to a particular
Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor
deteriorates) of all Eligible Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage;
provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the
applicable foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts prior to giving effect
to any eliminations based upon such concentration limit,


 


(j)          Accounts
with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or
as to which a Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition
of such Account Debtor,


 


(k)          Accounts,
the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor's financial
condition,


 






    	Schedule 1.1 - Page 12



    	 



    
 


(l)          Accounts
that are not subject to a valid and perfected first priority Agent's Lien,


 


(m)          Accounts
with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or
(ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,


 


(n)          Accounts
with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity,


 


(o)          Accounts
that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance
by Borrowers of the subject contract for goods or services;


 


(p)          Accounts
owned by a target acquired in connection with a Permitted Acquisition until the completion of a field examination with respect
to such target, in each case, reasonably satisfactory to Agent (which field examination may be conducted prior to the closing
of such Acquisition); or


 


(q)          Accounts
owned by a Borrower that is a Walker Entity acquired in connection with the Closing Date Acquisition until completion of a field
examination with respect to such Walker Entity, reasonably satisfactory to Agent.


 


"Eligible
Inventory" means Inventory consisting of first quality finished goods, raw materials or work-in-process held for sale
in the ordinary course of Borrowers' business, that complies with each of the representations and warranties respecting Eligible
Inventory made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent's Permitted
Discretion to address the results of any audit or appraisal performed by Agent from time to time after the Closing Date. In determining
the amount to be so included, Inventory shall be valued at the lower of cost or market on a basis consistent with Borrowers' historical
accounting practices. An item of Inventory shall not be included in Eligible Inventory if:


 


(a)          a
Borrower does not have good, valid, and marketable title thereto,


 


(b)          a
Borrower does not have actual and exclusive possession thereof (either directly or through a bailee or agent of Borrowers),


 


(c)          it
is not located at one of the locations in the continental United States set forth on Schedule E-1 (or in-transit from one
such location to another such location),


 


(d)          it
is in-transit to or from a location of a Borrower (other than in-transit from one location set forth on Schedule E-1 to
another location set forth on Schedule E-1),


 


(e)          it
is located on real property leased by a Borrower or in a contract warehouse, in each case, unless it is subject to a Collateral
Access Agreement executed by the lessor or warehouseman, as the case may be, and unless it is segregated or otherwise separately
identifiable from goods of others, if any, stored on the premises,


 






    	Schedule 1.1 - Page 13



    	 



    
 


(f)          it
is the subject of a bill of lading or other document of title,


 


(g)          it
is not subject to a valid and perfected first priority Agent's Lien,


 


(h)          it
consists of goods returned or rejected by a Borrower's customer,


 


(i)          it
consists of goods that are obsolete or slow moving, restrictive or custom items, or goods that constitute spare parts, packaging
and shipping materials, supplies used or consumed in Borrowers' business, defective goods, "seconds," or Inventory acquired
on consignment,


 


(j)          it
is subject to third party trademark, licensing or other proprietary rights, unless Agent is satisfied that such Inventory can
be freely sold by Agent on and after the occurrence of an Event of a Default despite such third party rights,


 


(k)          it
was acquired in connection with a Permitted Acquisition or the Closing Date Acquisition, as applicable, until the completion of
an appraisal and field examination of the Inventory acquired in connection with such Acquisition, in each case, reasonably satisfactory
to Agent (which appraisal and field examination may be conducted prior to the closing of such Acquisition), or


 


(l)          such
Inventory is owned by Garsite and Administrative Borrower has not delivered to Agent recorded UCC-3 amendments amending UCC financing
statements number 07-0025610102 filed against Garsite.


 


"Eligible
Transferee" means (a) a commercial bank organized under the laws of the United States, or any state thereof, and
having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which
is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which
has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United
States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing,
or otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total
assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a pre-existing Lender, (e) so long as
no Event of Default has occurred and is continuing, any other Person approved by Agent and Borrowers (such approval by Borrowers
not to be unreasonably withheld, conditioned or delayed), and (f) during the continuation of an Event of Default, any other
Person approved by Agent.


 


"Environmental
Action" means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other written communication to a Loan Party or any of its Subsidiaries from
any Governmental Authority, or any third party, alleging that any Loan Party or any of its Subsidiaries is in violation of Environmental
Laws or is liable for releases of Hazardous Materials (a) from any assets, properties, or businesses of any Loan Party, any
Subsidiary of a Loan Party, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from
or onto any facilities which received Hazardous Materials generated by any Loan Party, any Subsidiary of a Loan Party, or any
of their predecessors in interest.


 






    	Schedule 1.1 - Page 14



    	 



    
 


"Environmental
Law" means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code,
binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and
in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order,
consent decree or judgment, in each case, to the extent binding on any Loan Party or any Subsidiary of a Loan Party, relating
to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time
to time.


 


"Environmental
Liabilities" means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable
fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand by any third party or Governmental Authority, or
Remedial Action required, by any Environmental Law, and which relate to any Environmental Action.


 


"Environmental
Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities.


 


"Equipment"
means equipment (as that term is defined in the Code).


 


"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.


 


"ERISA
Affiliate" means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as
the employees of any Loan Party or any of its Subsidiaries under IRC Section 414(b), (b) any trade or business subject
to ERISA whose employees are treated as employed by the same employer as the employees of any Loan Party or any of its Subsidiaries
under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any
organization subject to ERISA that is a member of an affiliated service group of which any Loan Party or any of its Subsidiaries
is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of
the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any of its Subsidiaries and whose
employees are aggregated with the employees of any Loan Party or any of its Subsidiaries under IRC Section 414(o).


 


"Event
of Default" has the meaning specified therefor in Section 8 of the Agreement.


 


"Excess
Availability" means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if
any, of all trade payables of Borrowers and their Domestic Subsidiaries aged in excess of 60 days of their respective due dates
and all book overdrafts of Borrowers and their Domestic Subsidiaries in excess of 60 days past due, in each case as determined
by Agent in its Permitted Discretion.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as in effect from time to time.


 






    	Schedule 1.1 - Page 15



    	 



    
 


"Existing
Credit Agreement" has the meaning specified therefor in the Statement of Purpose hereof.


 


"Existing
Credit Facility Closing Date" means June 28, 2011.


 


"Existing
Letters of Credit" has the meaning specified therefor in Section 2.11(g) of the Agreement.


 


"Existing
Obligations" means the "Obligations" as defined in the Existing Credit Agreement, including, without limitation,
interest and fees accrued to the Closing Date.


 


"Existing
Wabash Letters of Credit" has the meaning specified therefor in Section 2.11(g) of the Agreement.


 


"Existing
Walker Letters of Credit" has the meaning specified therefor in Section 2.11(g) of the Agreement.


 


"Extraordinary
Receipts" means any payments received by any Borrower or any of its Subsidiaries not in the ordinary course of business
(and not consisting of proceeds described in Section 2.4(e)(ii) of the Agreement) consisting of (a) proceeds
of judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, (b) indemnity
payments (other than to the extent such indemnity payments are (i) immediately payable to a Person that is not an Affiliate
of such Borrower or any of its Subsidiaries, or (ii) received by such Borrower or any of its Subsidiaries as reimbursement
for any payment previously made to such Person), (c) any purchase price adjustment (other than a working capital adjustment)
received in connection with any purchase agreement, or at any other time, any purchase price adjustment (other than a working
capital adjustment) in excess of $1,000,000 in connection with any purchase agreement, (d) tax refunds, and (e) pension
plan reversions.


 


"FATCA"
means Sections 1471 through 1474 of the IRC and any regulations or official interpretations thereof.


 


"Federal
Funds Rate" means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by
Agent from three Federal funds brokers of recognized standing selected by it.


 


"Fee
Letter" means that certain fee letter, dated as of the Closing Date, among Borrowers and Agent, in form and substance
reasonably satisfactory to Agent.


 


"Financial
Covenant Trigger Event" means that Excess Availability on any date is less than 12.5% of the Maximum Revolver Amount.


 


"Fixed
Charges" means, with respect to any fiscal period and with respect to Borrowers determined on a consolidated basis in
accordance with GAAP, the sum, without


  



    	Schedule 1.1 - Page 16



    	 



    
 


duplication, of (a) Interest Expense accrued (other than interest paid-in-kind, amortization
of financing fees, and other non-cash Interest Expense) during such period, (b) scheduled principal payments in respect of
Indebtedness that are required to be paid during such period, and (c) all federal, state, and local income taxes paid in
cash during such period. For the avoidance of doubt, mandatory payments of "Excess Cash Flow" in respect of the Term
Loan Indebtedness shall not be deemed to be "scheduled principal payments".


 


"Fixed
Charge Coverage Ratio" means, with respect to Borrowers and their Subsidiaries for any period, the ratio of (i) EBITDA
for such period minus unfinanced Capital Expenditures made (to the extent not already incurred in a prior period) or incurred
during such period, to (ii) Fixed Charges for such period.


 


"Foreign
Acquisition" means an Acquisition in which the assets being acquired (other than a de minimis amount of assets in relation
to the assets being acquired) are located outside of the United States, or the Person whose Stock is being acquired is organized
in a jurisdiction located outside the United States.


 


"Foreign
Lender" means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).


 


"Foreign
Subsidiary" means (i) a Subsidiary that is a CFC; (ii) a Subsidiary substantially all of whose assets consist
of the equity in a Subsidiary described in clause (i) of this definition, or (iii) an entity treated as disregarded for U.S.
federal income tax purposes that owns more than 65% of the voting equity in a Subsidiary described in clauses (i) or (ii)
of this definition.


 


"Funding
Date" means the date on which a Borrowing occurs.


 


"Funding
Losses" has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.


 


"GAAP"
means generally accepted accounting principles as in effect from time to time in the United States, consistently applied; provided,
however, that all calculations relative to liabilities shall be made without giving effect to Statement of Financial Accounting
Standards No. 159.


 


"Garsite"
means Garsite/Progress LLC.


 


"Governing
Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational
documents of such Person.


 


"Governmental
Authority" means any federal, state, local, or other governmental or administrative body, instrumentality, board, department,
or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving
panel or body.


 


"Guarantors"
means (a) each Subsidiary of a Borrower (other than (i) WNC Receivables Management Corp., WNC Receivables, LLC and Wabash
Financing, LLC, and (ii) any Subsidiary that is not required to become a Guarantor pursuant to Section 5.11)
and 


 



    	Schedule 1.1 - Page 17



    	 



    



 


(b) each other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement,
and "Guarantor" means any one of them.


 


"Guaranty"
means that certain amended and restated general continuing guaranty, dated as of the Closing Date, executed and delivered by each
extant Guarantor in favor of Agent, for the benefit of the Lender Group and the Bank Product Providers, in form and substance
reasonably satisfactory to Agent.


 


"Hazardous
Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental
Laws as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances,"
or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or "TCLP toxicity", (b) oil, petroleum, or petroleum
derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances
or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or
dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.


 


"Hedge
Agreement" means a "swap agreement" as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.


 


"Hedge
Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now
existing or hereafter arising, of a Borrower or its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge
Agreements entered into with one or more of the Bank Product Providers.


 


"Hedge
Provider" means any Lender or any of its Affiliates; provided, however, that no such Person (other than Wells Fargo or
its Affiliates) shall constitute a Hedge Provider unless and until (i) Agent shall have received a Bank Product Provider
Letter Agreement from such Person and with respect to the applicable Hedge Agreement within 10 days after the execution and delivery
of such Hedge Agreement with a Borrower or its Subsidiaries and (i) to the extent that such Lender or any of its Affiliates
are lenders with respect to the Term Loan Indebtedness, Agent shall have consented in writing to the designation of such Lender
or its Affiliate as a Hedge Provider hereunder with respect to such Hedge Agreement; provided further, however,
that if, at any time, a Lender ceases to be a Lender under the Agreement, then, from and after the date on which it ceases to
be a Lender thereunder, neither it nor any of its Affiliates shall constitute Hedge Providers and the obligations with respect
to Hedge Agreements entered into with such former Lender or any of its Affiliates shall no longer constitute Hedge Obligations.


 


"Holdout
Lender" has the meaning specified therefor in Section 14.2(a) of the Agreement.


 


"Inactive
Subsidiaries" means WNC Receivables Management Corp., WNC Receivables, LLC, Wabash Financing LLC, FTSI Distribution
Company, LP, National Trailer 


 



    	Schedule 1.1 - Page 18



    	 



    
 


Funding, LLC, Wabash National Manufacturing, LP, Wabash National Services, LP, Cloud Oak Flooring
Company, Inc., and Continental Transit Corporation.


 


"Indebtedness"
as to any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations
in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as
a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person,
irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the deferred purchase
price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary
trade practices), (f) all obligations of such Person owing under Hedge Agreements (which amount shall be calculated based
on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), (g) any
obligations of such Person in respect of Prohibited Preferred Stock, and (h) any obligation of such Person guaranteeing or
intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation
of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition,
(i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal
amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable
pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness described in
clause (d) above shall be the lower of the amount of the obligation and the fair market value of the assets of such Person securing
such obligation.


 


"Indemnified
Liabilities" has the meaning specified therefor in Section 10.3 of the Agreement.


 


"Indemnified
Person" has the meaning specified therefor in Section 10.3 of the Agreement.


 


"Insolvency
Laws of Canada" means each of the Bankruptcy and Insolvency Act (Canada) and the Companies Creditors' Arrangement Act
(Canada), each as now and hereafter in effect, any successors to such statutes and any other applicable insolvency or other similar
laws of any Canadian jurisdiction including, without limitation, any law of any Canadian jurisdiction permitting a debtor to obtain
a stay or a compromise of the claims of its creditors against it.


 


"Insolvency
Proceeding" means any proceeding commenced by or against any Person under any provision of (a) the Bankruptcy Code
or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal
moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar
relief or (b) the Insolvency Laws of Canada.


 


"Intercompany
Subordination Agreement" means an intercompany subordination agreement, dated as of the Closing Date with the Agreement,
executed and delivered by Borrowers, each of their Subsidiaries, Term Loan Administrative Agent and Agent, the form and substance
of which is reasonably satisfactory to Agent.


 






    	Schedule 1.1 - Page 19



    	 



    
 


"Intercreditor
Agreement" means, collectively, that certain Intercreditor Agreement dated as of the Closing Date among Agent and Term
Loan Administrative Agent, together with the Acknowledgement executed by the Loan Parties with respect thereto, as the same may
be amended, restated, supplemented or otherwise modified from time to time.


 


"Interest
Expense" means, for any period, the aggregate of the interest expense of Borrowers for such period, determined on a consolidated
basis in accordance with GAAP.


 


"Interest
Period" means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate
Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3
or 6 months thereafter; provided, however, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate
from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any
Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business
Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall
end on the last Business Day of the calendar month that is 1, 2, 3 or 6 months after the date on which the Interest Period began,
as applicable, and (d) Borrowers may not elect an Interest Period which will end after the Maturity Date.


 


"Inventory"
means inventory (as that term is defined in the Code).


 


"Investment"
means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans,
guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees
of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business),
or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or
business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared
in accordance with GAAP.


 


"IRC"
means the Internal Revenue Code of 1986, as in effect from time to time.


 


"Issuing
Lender" means (a) WFCF, (b) Capital One, N.A., solely with respect to the Existing Walker Letters of Credit
or (c) any Lender other than WFCF that, at the request of any Borrower and with the consent of Agent, agrees, in such Lender's
sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit or Reimbursement Undertakings pursuant
to Section 2.11 of the Agreement and the Issuing Lender shall be a Lender.


 


"Joint
Venture" means a Person in which any Borrower or any of its Subsidiaries owns Stock, but which is not a Subsidiary of
a Loan Party.


 


"Judgment
Conversion Date" has the meaning specified therefor in Section 2.16 of the Agreement.


 






    	Schedule 1.1 - Page 20



    	 



    
 


"Judgment
Currency" has the meaning specified therefor in Section 2.16 of the Agreement.


 


"Lender"
has the meaning set forth in the preamble to the Agreement, shall include the Issuing Lender and the Swing Lender, and shall also
include any other Person made a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement
and "Lenders" means each of the Lenders or any one or more of them.


 


"Lender
Group" means each of the Lenders (including the Issuing Lender and the Swing Lender) and Agent, or any one or more of
them.


 


"Lender
Group Expenses" means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by
any Loan Party or any of its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by Agent or the
Lender Group, (b) documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group's
transactions with any Loan Party or any of its Subsidiaries under any of the Loan Documents, including, fees or charges for photocopying,
notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches
and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing,
recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and
charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate
title policies and endorsements, and environmental audits, (c) out-of-pocket costs and expenses incurred by Agent in the
disbursement of funds to Borrowers or other members of the Lender Group (by wire transfer or otherwise), (d) out-of-pocket
charges paid or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (e) reasonable and
documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision
of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving,
storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of
whether a sale is consummated, (f) reasonable and documented out-of-pocket audit fees and expenses (including travel, meals,
and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any
limitation) contained in the Agreement or the Fee Letter, (g) reasonable and documented out-of-pocket costs and expenses
of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in
connection with the transactions contemplated by the Loan Documents or the Lender Group's relationship with any Loan Party or
any of its Subsidiaries, (h) Agent's reasonable and documented costs and expenses (including reasonable attorneys' fees)
incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating, or
amending the Loan Documents, and (i) Agent's and each Lender's reasonable and documented costs and expenses (including reasonable
attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys,
accountants, consultants, and other advisors fees and expenses incurred in connection with a "workout," a "restructuring,"
or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the
Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning
the Collateral.


 






    	Schedule 1.1 - Page 21



    	 



    
 


"Lender
Group Representatives" has the meaning specified therefor in Section 17.9 of the Agreement.


 


"Lender-Related
Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, officers, directors,
employees, attorneys, and agents.


 


"Letter
of Credit" means a letter of credit issued by Issuing Lender or a letter of credit issued by Underlying Issuer, as the
context requires.


 


"Letter
of Credit Collateralization" means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory
to Agent, including provisions that specify that the Letter of Credit fee and all usage charges set forth in the Agreement will
continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of those Lenders with a Revolver
Commitment in an amount equal to 105% of the then existing Letter of Credit Usage, (b) causing the Letters of Credit to be
returned to the Issuing Lender, or (c) providing Agent with a standby letter of credit, in form and substance reasonably
satisfactory to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then
existing Letter of Credit Usage (it being understood that the Letter of Credit fee and all usage charges set forth in the Agreement
will continue to accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that
can be drawn under any such standby letter of credit).


 


"Letter
of Credit Disbursement" means a payment made by Issuing Lender or Underlying Issuer pursuant to a Letter of Credit.


 


"Letter
of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of
the Letter of Credit Usage on such date.


 


"Letter
of Credit Usage" means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit.


 


"LIBOR
Deadline" has the meaning specified therefor in Section 2.12(b)(i) of the Agreement.


 


"LIBOR
Notice" means a written notice in the form of Exhibit L-1.


 


"LIBOR
Option" has the meaning specified therefor in Section 2.12(a) of the Agreement.


 


"LIBOR
Rate" means the rate per annum rate 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.


 






    	Schedule 1.1 - Page 22



    	 



    
 


"LIBOR
Rate Loan" means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.


 


"LIBOR
Rate Margin" means, as of any date of determination (with respect to any portion of the outstanding Advances on such
date that is a LIBOR Rate Loan), the applicable margin set forth in the following table that correspond to the most recent Monthly
Average Excess Availability; provided, however, that for the period from the Closing Date through the last day of
the first full month following the Closing Date, the LIBOR Rate Margin shall be at the margin in the row styled "Level II"
below:


 


	Level	Monthly
    Average Excess Availability	LIBOR
    Rate Margin
	I	If
    the Monthly Average Excess Availability is greater than $60,000,000	175
    percentage points
	II	If
    the Monthly Average Excess Availability is greater than $30,000,000 and less than or equal to $60,000,000	200
    percentage points
	III	If
    the Monthly Average Excess Availability is less than or equal to $30,000,000	225
    percentage points


  


Except
as set forth in the foregoing proviso, the LIBOR Rate Margin shall be based upon the most recent Monthly Average Excess Availability,
which will be calculated as of the end of each fiscal month. Except as set forth in the foregoing proviso, the LIBOR Rate Margin
shall be re-determined monthly on the first day of the month; provided, however, that if Borrowers fails to provide
any Borrowing Base Certificate or other information with respect thereto for any period on the date required hereunder, the LIBOR
Rate Margin shall be set at the margin in the row styled "Level III" as of the first day of the month following the
date on which such Borrowing Base Certificate or other information was required to be delivered until the date on which such Borrowing
Base Certificate or other information is delivered (on which date (but not retroactively), without constituting a waiver of any
Default or Event of Default occasioned by the failure to timely deliver such Borrowing Base Certificate or other information,
the LIBOR Rate Margin shall be set at the margin based upon the calculations disclosed by such Borrowing Base Certificate or other
information. In the event that the information regarding the Monthly Average Excess Availability contained in any Borrowing Base
Certificate or other information delivered by Borrowers to Agent is shown to be inaccurate, and such inaccuracy, if corrected,
would have led to the application of a higher LIBOR Rate Margin for any period (a "LIBOR Rate Period") than the
LIBOR Rate Margin actually applied for such LIBOR Rate Period, then (i) Borrowers shall immediately deliver to Agent a correct
Borrowing Base Certificate or other information for such LIBOR Rate Period, (ii) the LIBOR Rate Margin shall be determined
as if the correct LIBOR Rate Margin (as set forth in the table above) were applicable for such
LIBOR Rate Period, and (iii) Borrowers shall immediately deliver to Agent full payment in respect of the accrued additional
interest and Letter of Credit fees as a result of such increased LIBOR Rate Margin for such LIBOR Rate Period, which payment shall
be promptly applied by Agent to the affected Obligations.


 






    	Schedule 1.1 - Page 23



    	 



    
 


"Lien"
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien
(statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement
of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of
a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any
of the foregoing.


 


"Loan
Account" has the meaning specified therefor in Section 2.9 of the Agreement.


 


"Loan
Documents" means the Agreement, any Borrowing Base Certificate, the Control Agreements, the Fee Letter, the Guaranty,
the Intercompany Subordination Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement,
the Trademark Security Agreement, any note or notes executed by any Borrower in connection with the Agreement and payable to any
member of the Lender Group, any letter of credit application entered into by any Borrower in connection with the Agreement, and
any other agreement entered into, now or in the future, by any Loan Party or any of its Subsidiaries and any member of the Lender
Group in connection with the Agreement.


 


"Loan
Party" means any Borrower or any Guarantor.


 


"Margin
Stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.


 


"Material
Adverse Change" means (a) a material adverse change in the business, operations, results of operations, assets,
liabilities or financial condition of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment
of the Loan Parties' and their Subsidiaries ability, taken as a whole, to perform their obligations under the Loan Documents to
which they are parties or of the Lender Group's ability to enforce the Obligations or realize upon the Collateral, or (c) a
material impairment of the enforceability or priority of Agent's Liens with respect to the Collateral as a result of an action
or failure to act on the part of the Loan Parties or their Subsidiaries.


 


"Material
Contract" means, with respect to any Person, (i) each contract or agreement to which such Person or any of its Subsidiaries
is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $1,000,000 or more (other than
purchase agreements and purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than
contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less
than 60 days' notice without penalty or premium), and (ii) all other contracts or agreements, the loss of which could reasonably
be expected to result in a Material Adverse Change.


 


"Material
Foreign Subsidiary" means a Foreign Subsidiary that at any time (a) generates annual revenues that exceed 5% of
the consolidated annual revenues of the Borrowers and all of their Subsidiaries or (b) owns assets the book value of which
exceed 5% of the consolidated book value of the assets of the Borrowers and all of their Subsidiaries; provided, that,
Material Foreign Subsidiary shall include all Foreign Subsidiaries that are not Material Foreign Subsidiaries which, in the aggregate,
own consolidated total assets the book value of


 






    	Schedule 1.1 - Page 24



    	 



    
 


which is in excess of 10% of the book value of the consolidated total assets of
the Borrowers and their Subsidiaries, or have consolidated revenue which is in excess of 10% of the consolidated revenue of the
Borrowers and their Subsidiaries.


 


"Maturity
Date" has the meaning specified therefor in Section 3.3 of the Agreement.


 


"Maximum
Revolver Amount" means $150,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance
with Section 2.4(c) of the Agreement, and increased by the amount of any Revolver Increases made in accordance with
Section 2.2 of the Agreement.


 


"Monthly
Average Excess Availability" has the meaning specified therefor in the definition of Base Rate Margin.


 


"Moody's"
has the meaning specified therefor in the definition of Cash Equivalents.


 


"Mortgages"
means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by
a Borrower or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber
the Real Property Collateral.


 


"National
Priorities List" means the National Priorities List maintained by the U.S. Environmental Protection Agency.


 


"Net
Cash Proceeds" means:


 


(a)          with
respect to any sale or disposition by any Loan Party or any of its Subsidiaries of assets, the amount of cash proceeds actually
received (directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration)
by or on behalf of any Loan Party or any of its Subsidiaries, in connection therewith after deducting therefrom only (i) the
amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any
Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) which
is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses
related thereto and required to be paid by such Loan Party or such Subsidiary in connection with such sale or disposition and
(iii) taxes paid or payable to any taxing authorities by such Loan Party or such Subsidiary in connection with such sale
or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of
such cash, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any of its Subsidiaries, and are
properly attributable to such transaction; and


 


(b)          with
respect to the issuance or incurrence of any Indebtedness by any Loan Party or any of its Subsidiaries, or the issuance by any
Loan Party or any of its Subsidiaries of any shares of its Stock, the aggregate amount of cash received (directly or indirectly)
from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on
behalf of such Loan Party or such Subsidiary in connection with such


 






    	Schedule 1.1 - Page 25



    	 



    
  


issuance or incurrence,
after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such
Loan Party or such Subsidiary in connection with such issuance or incurrence, (ii) taxes paid or payable to any taxing authorities
by such Loan Party or such Subsidiary in connection with such issuance or incurrence, in each case to the extent, but only to the
extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not
an Affiliate of any Loan Party or any of its Subsidiaries, and are properly attributable to such transaction; and


 


(c)         with
respect to Extraordinary Receipts, the aggregate amount of such Extraordinary Receipts after deducting therefrom (i) reasonable
fees, commissions, and expenses related thereto and required to be paid by any Loan or any of its Subsidiaries in connection with
such Extraordinary Receipts, (ii) taxes paid or payable to any taxing authorities by an Loan Party or any of its Subsidiaries
in connection with such Extraordinary Receipts, in each case to the extent, but only to the extent, that the amounts so deducted
are, at the time of receipt of such case, actually paid or payable to a Person that is not an Affiliate of any Loan Party or any
of its Subsidiaries, and are properly attributable to such Extraordinary Receipts.


 


"Net Liquidation
Percentage" means the percentage of the book value of Borrowers' Inventory that is estimated to be recoverable in an orderly
liquidation of such Inventory net of all associated costs and expenses of such liquidation, such percentage to be as determined
from time to time by, with respect to finished goods Inventory consisting of new and used trailers, FRAC tanks and portable storage
containers, Taylor & Martin or such other appraisal company with expertise in the industry in which Borrowers operate their
businesses as selected by Agent in its Permitted Discretion in consultation with Administrative Borrower, and with respect to all
other Inventory, an appraisal company with expertise in the industry in which Borrowers operate their businesses as selected by
Agent in its Permitted Discretion in consultation with Administrative Borrower.


 


"Non-Defaulting
Lender" means each Lender other than a Defaulting Lender.


 


"Obligation Currency"
has the meaning specified therefor in Section 2.16 of the Agreement.


 


"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


 



    	Schedule 1.1 - Page 26



    	 



    

 


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. 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.


 


"OFAC"
means The Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


"Originating
Lender" has the meaning specified therefor in Section 13.1(e) of the Agreement.


 


"Overadvance"
has the meaning specified therefor in Section 2.5 of the Agreement.


 


"Participant"
has the meaning specified therefor in Section 13.1(e) of the Agreement.


 


"Participant
Register" has the meaning set forth in Section 13.1(i) of the Agreement.


 


"Patent Security
Agreement" has the meaning specified therefor in the Security Agreement.


 


"Patriot Act"
has the meaning specified therefor in Section 4.18 of the Agreement.


 


"Payoff Date"
means the first date on which all of the Obligations are paid in full and the Commitments of the Lenders are terminated.


 


"Permitted Acquisition"
means any Acquisition so long as:


 


(a)         no
Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition
and the proposed Acquisition is consensual,


 


(b)         no
Indebtedness will be incurred, assumed, or would exist with respect to any Borrower or its Subsidiaries as a result of such Acquisition,
other than Indebtedness permitted under clauses (f) or (g) of the definition of Permitted Indebtedness and no Liens will be incurred,
assumed, or would exist with respect to the assets of any Borrower or its Subsidiaries as a result or such Acquisition other than
Permitted Liens,


 


(c)         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


 



    	Schedule 1.1 - Page 27



    	 



    

 


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
(i) 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 (ii) 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),


 


(d)          Borrowers
have provided Agent with its due diligence package relative to the proposed Acquisition, including forecasted balance sheets, profit
and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such
Person's (or assets') historical financial statements, together with appropriate supporting details and a statement of underlying
assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis), in form and substance
(including as to scope and underlying assumptions) reasonably satisfactory to Agent,


 


(e)          Borrowers
shall have Excess Availability in an amount equal to or greater than $40,000,000 immediately after giving effect to the consummation
of the proposed Acquisition,


 


(f)          the
assets being acquired or the Person whose Stock is being acquired did not have negative EBITDA during the 12 consecutive month
period most recently concluded prior to the date of the proposed Acquisition,


 


(g)          Borrowers
have provided Agent with written notice of the proposed Acquisition at least 10 Business Days prior to the anticipated closing
date of the proposed Acquisition and, not later than 4 Business Days prior to the anticipated closing date of the proposed Acquisition,
copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement and documents
must be reasonably acceptable to Agent,


 


(h)          the
assets being acquired (other than a de minimis amount of assets in relation to Borrowers' and their Subsidiaries' total assets),
or the Person whose Stock is being acquired, are useful in or engaged in, as applicable, the business of Borrowers and their Subsidiaries
or a business reasonably related thereto,


 


(i)          (i) the
assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the
United States or the Person whose Stock is being acquired is organized in a jurisdiction located within the United States, or (ii) if
such Acquisition is a Foreign Acquisition, the total consideration being paid for such Acquisition that is derived from Advances
under the Agreement and cash of the Borrowers or other Loan


 



    	Schedule 1.1 - Page 28



    	 



    

 


Parties shall be counted
against the limit under clause (o) of the definition of "Permitted Investments",


 


(j)          the
subject assets or Stock, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a Loan Party,
and, in connection therewith, such Borrower or the applicable Loan Party shall have complied with Section 5.11 or 5.12,
as applicable, of the Agreement, to the extent required thereunder, and


 


(k)          such
Acquisition shall not be prohibited under the Term Loan Indebtedness Documents or Agent shall have received evidence that the requisite
number of lenders under the Term Loan Indebtedness Documents have consented to such Acquisition.


 


The parties hereto agree that any Accounts
and Inventory acquired in connection with any Permitted Acquisition may be included in the Borrowing Base to the extent that (A) such
Accounts and Inventory, as the case may be, satisfy the criteria of Eligible Accounts and Eligible Inventory, as applicable, as
set forth in the definitions of such terms in this Schedule 1.1, (B) Agent receives an appraisal of such assets by
a valuation firm selected by Borrowers and acceptable to Agent and that is in form and substance satisfactory to Agent, and (C) Agent
receives a field examination in connection with such assets that is in form and substance satisfactory to Agent.


 


"Permitted Bond
Hedges" means any call options or capped call options referencing Administrative Borrower's common stock purchased by
Administrative Borrower substantially concurrently with the issuance of Permitted Convertible Notes in order to hedge Administrative
Borrower's obligations in respect of such Permitted Convertible Notes.


 


"Permitted Convertible
Notes" means the Convertible Senior Notes issued by Administrative Borrower on April 23, 2012 under and pursuant to the
Permitted Convertible Notes Indenture, and shall include any convertible notes or other equity-linked securities which evidence
Refinancing Indebtedness.


 


"Permitted Convertible
Notes Documents" means, collectively, the Permitted Convertible Notes, the Permitted Convertible Notes Indenture, and
all other agreements, instruments and documents delivered in connection therewith, in each case as amended in a manner permitted
under this Agreement.


 


"Permitted Convertible
Notes Indenture" means the Indenture dated as of April 23, 2012, between Administrative Borrower and Wells Fargo Bank,
National Association, as trustee, together with the First Supplemental Indenture dated as of April 23, 2012 between Administrative
Borrower and the trustee, pursuant to which Permitted Convertible Notes were issued, as amended, supplemented or otherwise modified
from time to time in a manner permitted under this Agreement, and shall include any new, supplemental or replacement indenture
executed and delivered in connection with the issuance of any Permitted Convertible Notes.


 


"Permitted Discretion"
means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment.


 



    	Schedule 1.1 - Page 29



    	 



    

 


"Permitted Dispositions"
means:


 


(a)          sales,
abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business,


 


(b)          sales
of Inventory to buyers in the ordinary course of business,


 


(c)          the
use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan
Documents,


 


(d)          the
licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary
course of business,


 


(e)          the
granting of Permitted Liens,


 


(f)          the
sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection
with the compromise or collection thereof,


 


(g)          any
involuntary loss, damage or destruction of property,


 


(h)          any
involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property,


 


(i)          the
leasing or subleasing of assets of any Borrower or its Subsidiaries in the ordinary course of business,


 


(j)          the
sale or issuance of Stock (other than Prohibited Preferred Stock) of Administrative Borrower (so long as a Change of Control does
not occur as a result thereof),


 


(k)          the
lapse of registered patents, trademarks and other intellectual property of any Borrower and its Subsidiaries, the lapse of which
could not reasonably be expected to result in a Material Adverse Change and so long as such lapse is not materially adverse to
the interests of the Lenders,


 


(l)          the
making of a Restricted Junior Payment that is expressly permitted to be made pursuant to the Agreement,


 


(m)         the
making of a Permitted Investment,


 


(n)         dispositions
of assets acquired by Borrowers and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of the
date of the proposed Disposition (the "Subject Permitted Acquisition") so long as (i) the consideration received
for the assets to be so disposed is at least equal to the fair market value thereof, (ii) not less than 75% of the consideration
for such disposition is in the form of cash received by a Loan Party or its Subsidiaries, (iii) the assets to be so disposed
are not necessary in connection with the business of Borrowers and their Subsidiaries, and (iv) the assets to be so disposed
are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition, and


 



    	Schedule 1.1 - Page 30



    	 



    

 


(o)          sales,
leases and other dispositions of assets on an arm's length basis with a fair market value of up to $20,000,000 in the aggregate
in any one calendar year, in each case so long as (i) no Default or Event of Default is in existence or would result therefrom,
(ii) not less than 75% of the consideration received in respect thereof is cash received by a Loan Party or its Subsidiaries,
(iii) the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, and
(iv) in the case of individual assets with a book value in excess of $500,000, the consideration received in respect thereof
is at least equal to the portion of the Advances predicated on the value of such assets.


 


"Permitted Indebtedness"
means


 


(a)          Indebtedness
evidenced by the Agreement or the other Loan Documents, as well as Indebtedness owed to Underlying Issuers with respect to Underlying
Letters of Credit,


 


(b)          Indebtedness
set forth on Schedule 4.19 and any Refinancing Indebtedness in respect of such Indebtedness,


 


(c)          Permitted
Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,


 


(d)          endorsement
of instruments or other payment items for deposit,


 


(e)          Indebtedness
consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds,
performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising
with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured
guarantees with respect to Indebtedness of a Borrower or one of its Subsidiaries, to the extent that the Person that is obligated
under such guaranty could have incurred such underlying Indebtedness,


 


(f)          unsecured
Indebtedness of any Borrower that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose
of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result
therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness
does not mature prior to the date that is 12 months after the Maturity Date, (iv) such Indebtedness is subordinated in right
of payment to the Obligations on terms and conditions reasonably satisfactory to Agent, and (v) the only interest that accrues
with respect to such Indebtedness is payable in kind,


 


(g)          Acquired
Indebtedness in an aggregate principal amount not to exceed $5,000,000 outstanding at any one time,


 


(h)          Indebtedness
incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds,


 


(i)          Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to any Borrower or any of its Subsidiaries, so long
as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to


 



    	Schedule 1.1 - Page 31



    	 



    

 


defer the cost of, such
insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,


 


(j)          the
incurrence by any Borrower or any of its Subsidiaries of Indebtedness under Hedge Agreements that are incurred for the bona fide
purpose of hedging the interest rate, commodity, or foreign currency risks associated with any Borrower's and its Subsidiaries'
operations and not for speculative purposes,


 


(k)          Indebtedness
incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including
so-called "procurement cards" or "P-cards"), or Cash Management Services, in each case, incurred in the ordinary
course of business,


 


(l)          unsecured
Indebtedness of Administrative Borrower owing to former employees, officers or directors (or any spouses, ex-spouses, or estates
of any of the foregoing) incurred in connection with the repurchase by Administrative Borrower of the Stock of Administrative Borrower
that has been issued to such Person, so long as (i) no Default or Event of Default has occurred and is continuing or would
result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness incurred and outstanding
plus the amount of redemptions made by Borrowers in accordance with Section 6.9(b), does not exceed $1,000,000 in the aggregate
in any fiscal year or $2,500,000 in the aggregate during the term of the Agreement, and (iii) such Indebtedness is subordinated
to the Obligations on terms and conditions reasonably acceptable to Agent,


 


(m)          unsecured
Indebtedness (including any earnouts) owing to sellers of assets or Stock to a Loan Party that is incurred by the applicable Loan
Party in connection with the consummation of one or more Permitted Acquisitions so long as such Indebtedness (i) is subordinated
to the Obligations on terms and conditions reasonably acceptable to Agent, and (ii) is otherwise on terms and conditions (including
all economic terms and the absence of covenants) reasonably acceptable to Agent,


 


(n)          contingent
liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligations of
Borrowers or the applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,


 


(o)          Indebtedness
composing Permitted Investments,


 


(p)          Indebtedness
of Administrative Borrower under the Permitted Convertible Notes in an aggregate principal amount not to exceed $150,000,000 and
any Refinancing Indebtedness in respect of such Indebtedness,


 


(q)          Indebtedness
of Administrative Borrower in respect of any Permitted Warrants and any Permitted Bond Hedges,


 


(r)          Term
Loan 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


 



    	Schedule 1.1 - Page 32



    	 



    

 


Management Obligations
(in the case of each of the foregoing clauses (A) and (B), as defined in the Term Loan Credit Agreement) at any time outstanding,
in each case, and any Refinancing Indebtedness in respect of such Indebtedness,


 


(s)          Indebtedness
of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $5,000,000, and


 


(t)          Indebtedness
not otherwise permitted pursuant to clauses (a) through (s) above that is incurred by the Loan Parties in an aggregate principal
amount not to exceed $20,000,000 at any one time.


 


"Permitted Intercompany
Advances" means loans made by (a) a Loan Party to another Loan Party that is not an Inactive Subsidiary, (b) a
non-Loan Party to another non-Loan Party, (c) a non-Loan Party to a Loan Party, so long as the parties thereto are party to
the Intercompany Subordination Agreement, and (d) Investments made by a Loan Party in a Subsidiary that is not a Loan Party;
provided, that such Investments made pursuant to this clause (d) shall not exceed $5,000,000 during the term of this Agreement
(net of any return of capital or repayments in each case received in cash by the Loan Parties on account of such Investments).


 


"Permitted Investments"
means:


 


(a)          Investments
in cash and Cash Equivalents,


 


(b)          Investments
in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,


 


(c)          advances
made in connection with purchases of goods or services in the ordinary course of business,


 


(d)          Investments
received in settlement of amounts due to any Borrower or any of its Subsidiaries effected in the ordinary course of business or
owing to any Borrower or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the
foreclosure or enforcement of any Lien in favor of any Borrower or any of its Subsidiaries,


 


(e)          Investments
owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1,


 


(f)          guarantees
permitted under the definition of Permitted Indebtedness and guaranties by a Loan Party of obligations of any other Loan Party
that do not constitute Indebtedness,


 


(g)          Permitted
Intercompany Advances,


 


(h)          Stock
or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to any Borrower
or any of its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as
security for any such Indebtedness or claims,


 



    	Schedule 1.1 - Page 33



    	 



    

 


(i)          deposits
of cash made in the ordinary course of business to secure performance of operating leases,


 


(j)          non-cash
loans to employees, officers, and directors of any Loan Party or any of its Subsidiaries for the purpose of purchasing Stock in
Administrative Borrower so long as the proceeds of such loans are used in their entirety to purchase such stock in Administrative
Borrower,


 


(k)          Permitted
Acquisitions other than Foreign Acquisitions, and any customary cash earnest money deposits made in connection with such Acquisitions,


 


(l)          Investments
in the form of capital contributions and the acquisition of Stock made by any Loan Party in any other Loan Party (other than capital
contributions to or the acquisition of Stock of Administrative Borrower),


 


(m)          Investments
resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted
under clause (j) of the definition of Permitted Indebtedness,


 


(n)          Investments
held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in
connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition,


 


(o)          so
long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments (including without
limitation Investments in Joint Ventures and Investments in the form of Permitted Acquisitions that are Foreign Acquisitions in
an aggregate amount from and after the Closing Date not to exceed $20,000,000 (net of any return of capital or repayments, in each
case received in cash by the Borrowers and their Subsidiaries, on account of such Investments),


 


(p)          obligations
under letters of intent or similar agreements that are conditioned upon satisfying any applicable approval or other requirements
contained in the Agreement,


 


(q)          to
the extent constituting an Investment, escrow deposits to secure indemnification obligations in connection with a Permitted Disposition
or a Permitted Acquisition,


 


(r)          Investments
constituting non-cash consideration received in connection with any Permitted Disposition,


 


(s)          Investments
by Administrative Borrower consisting of Permitted Bond Hedges, and


 


(t)          Investments
by Administrative Borrower resulting from the redemption, purchase or other acquisition of Stock permitted under any of Sections
6.9(b), (c), (d) or (f).


 



    	Schedule 1.1 - Page 34



    	 



    

 


"Permitted Liens"
means:


 


(a)          Liens
granted to, or for the benefit of, Agent to secure the Obligations,


 


(b)          Liens
for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do
not have priority over Agent's Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,


 


(c)          judgment
Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under
Section 8.3 of the Agreement,


 


(d)          Liens
set forth on Schedule P-2; provided, however, that to qualify as a Permitted Lien, any such Lien described
on Schedule P-2 shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness
in respect thereof,


 


(e)          the
interests of lessors under operating leases and non-exclusive licensors under license agreements,


 


(f)          Liens
securing Permitted Purchase Money Indebtedness (including the interests of lessors under Capital Leases and floor plan financing
arrangements) and any Refinancing Indebtedness in respect thereof, to the extent that (x) solely in the case of Permitted
Purchase Money Indebtedness other than floor plan financing arrangements, (i) such Lien attaches only to the asset purchased
or acquired and the proceeds thereof, and (ii) such Lien only secures Indebtedness incurred to acquire the asset purchased
or acquired, the repayment of costs incurred in connection with the collection of such Indebtedness and any Refinancing Indebtedness
in respect thereof, and (y) solely in the case of floor plan financing arrangements, (i) such Lien attaches only to the
assets purchased or acquired in connection with such floor plan financing arrangement and the proceeds thereof, and (ii) such
Lien only secures Indebtedness that was incurred under such floor plan financing arrangement to acquire or purchase such assets,
the repayment of costs incurred in connection with the collection of such Indebtedness and any Refinancing Indebtedness in respect
thereof.


 


(g)          Liens
arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred
in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums
not yet delinquent, or (ii) are the subject of Permitted Protests,


 


(h)          Liens
on amounts deposited to secure a Borrower's and its Subsidiaries' obligations in connection with worker's compensation, unemployment
insurance or other types of social security,


 


(i)          Liens
on amounts deposited to secure a Borrower's and its Subsidiaries' obligations in connection with the making or entering into of
bids, tenders, statutory obligations, licenses, or leases in the ordinary course of business and not in connection with the borrowing
of money,


 



    	Schedule 1.1 - Page 35



    	 



    

 


(j)          Liens
on amounts deposited to secure a Borrower's and its Subsidiaries' reimbursement obligations with respect to surety, performance
or appeal bonds obtained in the ordinary course of business,


 


(k)          with
respect to any Real Property, easements, rights of way, covenants, conditions and zoning restrictions and minor defects in title
that do not materially interfere with or impair the use or operation thereof,


 


(l)          non-exclusive
licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,


 


(m)          Liens
that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness
and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,


 


(n)          rights
of setoff or bankers' liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred
in connection with the maintenance of such deposit accounts in the ordinary course of business,


 


(o)          Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under the definition of Permitted Indebtedness,


 


(p)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods,


 


(q)          Liens
solely on any cash earnest money deposits made by any Borrower or any of its Subsidiaries in connection with any letter of intent
or purchase agreement with respect to a Permitted Acquisition,


 


(r)          Liens
assumed by a Borrower or its Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness,


 


(s)          Liens
on Collateral securing the Term Loan Indebtedness subject to the Intercreditor Agreement, and any Refinancing Indebtedness in respect
thereof, subject to an intercreditor agreement containing terms, taken as a whole, that are as least as favorable to Agent and
the Lenders as those terms contained in the Intercreditor Agreement, taken as a whole,


 


(t)          Liens
in favor of the consignor thereof on Inventory consigned by such Person to Garsite from time to time in the ordinary course of
business, to the extent permitted pursuant to Section 6.15 and so long as such Inventory is readily identifiable as the
property of the consignor,


 


(u)          Liens
on the assets of Foreign Subsidiaries securing Indebtedness of such Foreign Subsidiaries permitted pursuant to clause (s) of the
definition of "Permitted Indebtedness", and


 


(v)          other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not


 



    	Schedule 1.1 - Page 36



    	 



    

 


exceed $1,000,000; provided,
that in the event that the Issuing Lender elects not to cause to be issued a Letter of Credit that is requested in accordance with
the provisions of the Loan Documents, Liens on cash or Cash Equivalents of Administrative Borrower or one of its Subsidiaries securing
letters of credit may be granted by Administrative Borrower or one of its Subsidiaries pursuant to this clause (v) so long as,
at the time of such incurrence, no Default or Event of Default shall have occurred and be continuing.


 


"Permitted Preferred
Stock" means and refers to any Preferred Stock issued by Administrative Borrower (and not by one or more of its Subsidiaries)
that is not Prohibited Preferred Stock.


 


"Permitted Protest"
means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations),
taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien, unless otherwise approved by
Agent in its sole discretion), or rental payment, provided that (a) a reserve with respect to such obligation is established
on such Loan Party's or its Subsidiaries' books and records in such amount as is required under GAAP, (b) any such protest
is instituted promptly and prosecuted diligently by such Loan Party or its Subsidiary, as applicable, in good faith, and (c) Agent
is reasonably satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or
priority of any of Agent's Liens.


 


"Permitted Purchase
Money Indebtedness" means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date
(i) in respect of fixed assets, in an aggregate principal amount outstanding at any one time not in excess of $10,000,000
and (ii) in respect of floor plan financing arrangements, in an aggregate principal amount outstanding at any time not in
excess of $4,000,000.


 


"Permitted Stock"
means common stock or Permitted Preferred Stock of Administrative Borrower, or Permitted Convertible Notes issued by Administrative
Borrower which evidence Refinancing Indebtedness.


 


"Permitted Warrants"
means any call options in respect of Administrative Borrower's common stock that are sold by Administrative Borrower concurrently
with the issuance of Permitted Convertible Notes.


 


"Person"
means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability
partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal
entities, and governments and agencies and political subdivisions thereof.


 


"Preferred Stock"
means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect
to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of
such Person, over shares of Stock of any other class of such Person. For purposes of clarity and this Agreement, any Permitted
Convertible Notes shall not constitute Preferred Stock.


 


"Prohibited Preferred
Stock" means any Preferred Stock that by its terms is mandatorily redeemable or subject to any other payment obligation
(including any obligation to


 



    	Schedule 1.1 - Page 37



    	 



    

 


pay dividends, other
than dividends of shares of Preferred Stock of the same class and series payable in kind or dividends of shares of common stock
and Restricted Junior Payments permitted by Section 6.9) on or before a date that is less than 1 year after the Maturity
Date, or, on or before the date that is less than 1 year after the Maturity Date, is redeemable at the option of the holder thereof
for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or
of shares of common stock and Restricted Junior Payments permitted by Section 6.9).


 


"Prior Credit
Facilities" means that certain Second Amended and Restated Loan and Security Agreement, dated as of December 19, 2007,
by and among Walker Group Holdings LLC, certain of the Walker Entities, the lenders from time to time party thereto and Capital
One Leverage Finance Corporation, as agent (as amended or otherwise modified) and that certain Second Amended and Restated Second
Lien Loan and Security Agreement, dated as of December 19, 2007, by and among Walker Group Holdings LLC, certain of the Walker
Entities, the lenders from time to time party thereto and LBC Credit Partners, L.P., as agent (as amended or otherwise modified),
in each case, together with all other instruments, documents and agreements relating thereto, in each case, as amended, supplemented
or otherwise modified.


 


"Projections"
means Borrowers' forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all
prepared on a basis consistent with Borrowers' historical financial statements, together with appropriate supporting details and
a statement of underlying assumptions.


 


"Pro Rata Share"
means, as of any date of determination:


 


(a)          with
respect to a Lender's obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses
with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by
dividing (y) such Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, and (ii) from
and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the
outstanding principal amount of such Lender's Advances by (z) the outstanding principal amount of all Advances,


 


(b)          with
respect to a Lender's obligation to participate in Letters of Credit and Reimbursement Undertakings, to reimburse the Issuing Lender,
and right to receive payments of fees with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced
to zero, the percentage obtained by dividing (y) such Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments
of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the
percentage obtained by dividing (y) the outstanding principal amount of such Lender's Advances by (z) the outstanding
principal amount of all Advances; provided, however, that if all of the Advances have been repaid in full and Letters
of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon subclause (i) of this clause as if
the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver Commitments as they existed immediately
prior to their termination or reduction to zero, and


 


(c)          with
respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7
of the Agreement), (i) prior to the


 



    	Schedule 1.1 - Page 38



    	 



    

 


Revolver Commitments
being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender's Revolver Commitment, by (z) the
aggregate amount of Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have
been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender's
Advances, by (z) the outstanding principal amount of all Advances; provided, however, that if all of the Advances
have been repaid in full and Letters of Credit remain outstanding, Pro Rata Share under this clause shall be determined based upon
subclause (i) of this clause as if the Revolver Commitments had not been terminated or reduced to zero and based upon the Revolver
Commitments as they existed immediately prior to their termination or reduction to zero.


 


"Protective Advances"
has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.


 


"Purchase Money
Indebtedness" means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred (a) in
connection with floor plan financing arrangements or at the time of, or (b) within 20 days after, the acquisition of any fixed
assets for the purpose of financing all or any part of the acquisition cost thereof.


 


"Qualified Cash"
means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries
that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities
Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located
within the United States.


 


"Real Property"
means any estates or interests in real property now owned or hereafter acquired by Borrowers or their Domestic Subsidiaries and
the improvements thereto.


 


"Real Property
Collateral" means the Real Property identified on Schedule R-1 and any Real Property hereafter acquired by Borrowers
or their Subsidiaries.


 


"Record"
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable
in perceivable form.


 


"Refinancing
Indebtedness" means refinancings, renewals, or extensions of Indebtedness so long as:


 


(a)          except
in the case of Term Loan Indebtedness and any refinancing, replacement, renewal or 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 and any refinancing, replacement, renewal or extension thereof, such refinancings, renewals,
or extensions do not


 



    	Schedule 1.1 - Page 39



    	 



    

 


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,


 


(c)          if
the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms
and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable
to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness,


 


(d)          the
Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
other than (x) those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,
or (y) in the case of a refinancing, renewal or extension of Term Loan Indebtedness, any Borrower or Guarantor,


 


(e)          in
the case of the Refinancing Indebtedness relating to Indebtedness under the Permitted Convertible Notes Documents, the terms of
the agreements evidencing such Refinancing Indebtedness ("New Documents") shall not, without the consent of Required
Lenders (which consent shall not be unreasonably delayed or withheld), (i) shorten the maturity of, or the time of payment
of interest on, principal of, or premium payable under (whether at maturity, at a date fixed for prepayment or by acceleration
or otherwise), the Indebtedness under the original Permitted Convertible Notes Documents (the "Original Documents"),
(ii) bear an interest rate that exceeds 7.50% per annum, (iii) include fees and charges that are in excess of the amounts
and/or percentages of such fees and charges that are generally being charged at such time in issuances of similar Indebtedness,
(iv) modify the method of calculating the amount payable upon the optional or mandatory redemption of, or the conversion of,
the New Documents from the method contained in the Original Documents, if such modification would materially increase the amount
payable in connection therewith, (v) modify the existing affirmative covenants, negative covenants or events of default or
remedies contained in the Original Documents, or add to the New Documents any new affirmative covenants, negative covenants or
events of default or remedies that are not included in the Original Documents, in any case if such modification or addition is
materially more onerous to, or restrictive on, Administrative Borrower or any of its Subsidiaries than the similar provisions of
the Original Documents, and (vi) contain other provisions that adversely affect the interests of Agent and the Lenders in
any material respect, and


 


(f)          in
the case of Term Loan Indebtedness and any refinancing, replacement, renewal or extension thereof, such refinancings, replacements,
renewals or extensions are made in compliance with the terms of the Intercreditor Agreement.


 


"Rejected Term
Loan Prepayment Proceeds" shall have the meaning specified therefor in Section 2.4(e)(v).


 


"Register"
has the meaning set forth in Section 13.1(h) of the Agreement.


 


"Registered Loan"
has the meaning set forth in Section 13.1(h) of the Agreement.


 



    	Schedule 1.1 - Page 40



    	 



    

 


"Reimbursement
Undertaking" has the meaning specified therefor in Section 2.11(a) of the Agreement.


 


"Related Fund"
means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that
is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.


 


"Remedial Action"
means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address
releases or threatened releases of Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release
or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare
or the indoor or outdoor environment in response to a release or threatened release of Hazardous Materials, (c) restore or
reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation
and maintenance activities related to any release or threatened release of Hazardous Materials, or (e) conduct any other actions
with respect to a release or threatened release of Hazardous Materials required by Environmental Laws.


 


"Replacement
Lender" has the meaning specified therefor in Section 2.13(b) of the Agreement.


 


"Report"
has the meaning specified therefor in Section 15.16 of the Agreement.


 


"Required Availability"
means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $50,000,000.


 


"Required Lenders"
means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (c) of the definition of Pro Rata Shares)
exceed 50%; provided, however, that at any time there are 2 or more Lenders, "Required
Lenders" must include at least 2 Lenders.


 


"Rescission Notice"
has the meaning set forth in the Security Agreement.


 


"Restricted Junior
Payment" means to (a) declare or pay any dividend or make any other payment or distribution on account of Stock issued
by Administrative Borrower (including any payment in connection with any merger or consolidation involving Administrative Borrower)
(other than dividends or distributions payable in Stock (other than Prohibited Preferred Stock) issued by Administrative Borrower),
or (b) purchase, redeem, or otherwise acquire or retire for value (including in connection with any merger or consolidation
involving Administrative Borrower) any Stock issued by Administrative Borrower.


 


"Revolver Commitment"
means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments, in each
case as such Dollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1 or in the
Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or
increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.


 



    	Schedule 1.1 - Page 41



    	 



    

 


"Revolver Increase"
has the meaning specified therefor in Section 2.2 of the Agreement.


 


"Revolver Usage"
means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the
Letter of Credit Usage.


 


"Revolving Loan
Exposure" means, with respect to any Lender, as of any date of determination, the aggregate outstanding principal amount
of such Lender's Advances.


 


"Sanctioned Entity"
means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization
directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in
a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.


 


"Sanctioned Person"
means a person named on the list of Specially Designated Nationals maintained by OFAC.


 


"S&P"
has the meaning specified therefor in the definition of Cash Equivalents.


 


"SEC"
means the United States Securities and Exchange Commission and any successor thereto.


 


"Securities Account"
means a securities account (as that term is defined in the Code).


 


"Securities Act"
means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


"Security Agreement"
means an amended and restated security agreement, dated as of the Closing Date, in form and substance reasonably satisfactory to
Agent, executed and delivered by Borrowers and Guarantors to Agent.


 


"Settlement"
has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.


 


"Settlement Date"
has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.


 


"Solvent"
shall mean, with respect to any Person and its Subsidiaries, on a consolidated basis, that as of the date of determination, both
(a) (i) the sum of such Person's and its Subsidiaries' debts (including contingent liabilities) does not exceed the present
fair saleable value of such Person's and its Subsidiaries' present assets, (ii) such Person and its Subsidiaries' capital
is not unreasonably small in relation to their businesses as contemplated on the date of determination, and (iii) such Person
and its Subsidiaries have not incurred and do not intend to incur, or believe that they will incur, debts including current obligations
beyond their ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person and its
Subsidiaries are "solvent," on a consolidated basis, within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability
at any time shall be computed


 



    	Schedule 1.1 - Page 42



    	 



    

 


as the amount that, in
light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No. 5).


 


"Specified Representations"
means the representations and warranties set forth in Sections 4.1(a)(i) and (iii), 4.2(a), 4.2(b)(i),
(ii) and (iv) (in the case of clause (iv), with respect to consents or approvals of any Governmental Authority),
4.4(a), 4.4(b) (as to perfection (insofar as perfection is achieved by the filing of Uniform Commercial Code financing
statements or delivery of Equity Interest certificates and undated Equity Interest powers, or delivery of promissory notes and
undated allonges) and priority only), 4.10(a), 4.16 (solely with respect to any financial statements of the Borrowers),
4.18, 4.21 and 4.22 (solely with respect to the Investment Company Act of 1940) of this Agreement.


 


"Stock"
means all shares, limited liability company or partnership interests (whether general or limited), options, warrants, interests,
participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common
stock, preferred stock, or any other "equity security" (as such term is defined in Rule 3a11-1 of the General Rules and
Regulations promulgated by the SEC under the Exchange Act).


 


"Subsidiary"
of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly
owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other
comparable managers) of such corporation, partnership, limited liability company, or other entity.


 


"Subsidiary Guarantor"
means each Subsidiary of Administrative Borrower which is, or becomes, a Guarantor.


 


"Swing Lender"
means WFCF or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such Lender's sole discretion,
to become the Swing Lender under Section 2.3(b) of the Agreement.


 


"Swing Loan"
has the meaning specified therefor in Section 2.3(b) of the Agreement.


 


"Swing Loan Exposure"
means, as of any date of determination with respect to any Lender, such Lender's Pro Rata Share of the Swing Loans on such date.


 


"Taxes"
means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any
jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest,
penalties or similar liabilities with respect thereto; provided, however, that Taxes shall exclude (i) any tax
imposed on the net income or net profits (or franchise taxes in lieu thereof) or capital (limited, solely in the case of Taxes
on capital, to Taxes imposed as of the Closing Date) of any Lender, Agent or any Participant (including any branch profits taxes),
in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender, Agent
or such Participant is or was organized or the jurisdiction (or by any political


 



    	Schedule 1.1 - Page 43



    	 



    

 


subdivision or taxing
authority thereof) in which such Lender's, such Agent's or such Participant's applicable lending office is or was located in each
case as a result of a present or former connection between such Lender, such Agent or such Participant and the jurisdiction or
taxing authority imposing the tax (other than any such connection arising solely from such Lender, such Agent or such Participant
having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the
Agreement or any other Loan Document); (ii) taxes resulting from a Lender's, Agent's or a Participant's failure to comply
with the requirements of Section 16(c) or (d) of the Agreement, (iii) any U.S. Federal withholding Taxes
imposed by FATCA, (iv) backup withholding taxes imposed under Section 3406 of the IRC, and (v) any United States federal
withholding taxes that would be imposed on amounts payable to a Lender, Agent or Participant based upon the applicable withholding
rate in effect at the time such Lender, Agent or Participant becomes a party to the Agreement (or a Lender designates a new lending
office), except that Taxes shall include (A) any amount that such Lender, Agent or Participant (or its assignor, if any) was
previously entitled to receive pursuant to Section 16(a) of the Agreement, if any, with respect to such withholding
tax at the time such Lender, Agent or Participant becomes a party to the Agreement (or designates a new lending office), and (B) additional
United States federal withholding taxes that may be imposed after the time such Lender, Agent or Participation becomes a party
to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision
with respect to any of the foregoing by any Governmental Authority.


 


"Tax Lender"
has the meaning specified therefor in Section 14.2(a) of the Agreement.


 


"Term Loan Administrative
Agent" means Morgan Stanley Senior Funding, Inc., in its capacity as administrative agent and collateral agent under the
Term Loan Credit Agreement or any other Term Loan Indebtedness Document, or any successor administrative agent and collateral agent
under the Term Loan Credit Agreement.


 


"Term Loan Collateral
Accounts" means one or more segregated Deposit Accounts and Securities Accounts maintained by the Administrative Borrower
and its Domestic Subsidiaries from time to time, in each case with respect in which the proceeds of Term Priority Collateral are
held and in each case which is subject to a perfected Lien in favor of the "Collateral Agent" (as defined in the Term
Loan Credit Agreement).


 


"Term Loan Credit
Agreement" means that certain credit agreement dated as of May 8, 2012, among the Administrative Borrower, the lenders
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, as the same may be amended,
restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced, from time to time, in whole or in part,
in one or more agreements (in each case with the same or new lenders, institutional investors or agents), including any agreement
extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount
loaned or issued thereunder or altering the maturity thereof, in each case as and to the extent permitted by this Agreement and
the Intercreditor Agreement.


 


"Term Loan Indebtedness"
means all Indebtedness and other "Obligations" (as defined in the Term Loan Credit Agreement) incurred by the Administrative
Borrower and its Subsidiaries under the Term Loan Indebtedness Documents from time to time.


 



    	Schedule 1.1 - Page 44



    	 



    

 


"Term Loan Indebtedness
Documents" means the Term Loan Credit Agreement, and any agreements or instruments in respect of the Refinancing Indebtedness
in respect thereof, the Intercreditor Agreement and such other agreements, documents and instruments relating thereto and executed
in connection therewith.


 


"Term Priority
Collateral" has the meaning specified therefor in the Intercreditor Agreement.


 


"Total Commitment"
means, with respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case
as such Dollar amounts are set forth beside such Lender's name under the applicable heading on Schedule C-1 attached hereto
or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as
such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1
of the Agreement.


 


"Trademark Security
Agreement" has the meaning specified therefor in the Security Agreement.


 


"Triggering Event"
has the meaning set forth in the Security Agreement.


 


"Underlying Issuer"
means Wells Fargo or one of its Affiliates.


 


"Underlying Letter
of Credit" means a Letter of Credit that has been issued by an Underlying Issuer.


 


"United States"
means the United States of America.


 


"Voidable Transfer"
has the meaning specified therefor in Section 17.8 of the Agreement.


 


"Wabash"
has the meaning specified therefor in the preamble of the Agreement.


 


"Wabash Canada"
means FTSI Canada, Ltd., a corporation organized under the Province of New Brunswick.


 


"Walker Entities"
means Walker Group Holdings LLC and its Subsidiaries.


 


"Wells Fargo"
means Wells Fargo Bank, National Association, a national banking association.


 


"WFCF"
means Wells Fargo Capital Finance, LLC, a Delaware limited liability company.


 



    	Schedule 1.1 - Page 45



    	 



    

 












Schedule 2.11(g)


 


Existing Letters of Credit


 


Letters
of Credit issued in the amounts and for the beneficiaries indicated below.


  


	 	Amount	Issuer	Beneficiary
	 	 	 	 
	 	$70,000.00	Wells Fargo	Travelers Casualty and Surety Company of America
	 	 	 	 
	 	$1,062,047.00	Wells Fargo	Westchester Fire Insurance Company (ACE)
	 	 	 	 
	 	$2,950,000.00	Wells Fargo	The Travelers Indemnity Company
	 	 	 	 
	 	$46,000.00	Capital One	Travelers
	 	 	 	 
	 	$125,000.00	Capital One	Daimler Truck Financial
	 	 	 	 
	 	$1,137,724.00	Capital One	HSBC
	 	 	 	 
	Total	$5,390,771.00	—	—


 



    	 



    	 



    

 


Schedule 3.1


 


The effectiveness of
this Agreement on the Closing Date is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the
following conditions precedent:


 


(a)          the
Closing Date shall occur on or before June 25, 2012;


 


(b)          Agent
shall have received each of the following documents, in form and substance satisfactory to Agent and each Lender, duly executed
by each party thereto:


 


(i)         this
Agreement,


 


(ii)        representations
and warranties certificate,


 


(iii)       closing
certificate,


 


(iv)       the
Fee Letter,


 


(v)        the
Security Agreement,


 


(vi)       a
disbursement letter executed and delivered by each Borrower to Agent regarding the extensions of credit to be made on the Closing
Date, the form and substance of which is satisfactory to Agent,


 


(vii)      the
Guaranty,


 


(viii)     the
Intercompany Subordination Agreement,


 


(ix)       the
Mortgages or amendments to Mortgages, in each case as listed on the Closing Checklist attached hereto as Exhibit 3.1,


 


(x)        the
Intercreditor Agreement,


 


(xi)       the
Term Loan Indebtedness Documents,


 


(xii)      the
Permitted Convertible Notes Documents,


 


(xiii)     the
Closing Date Acquisition Documents,


 


(xiv)      letters,
in form and substance satisfactory to Agent, from each of Capital One Leverage Finance Corporation and LBC Credit Partners, L.P.
(together, the "Prior Lenders"), in each case, to Agent respecting the amount necessary to repay in full all of
the obligations of each Walker Entity owing to each Prior Lender and obtain a release of all of the Liens existing in favor of
each Prior Lender in and to the assets of each Walker Entity, together with termination statements and other documentation evidencing
the termination by each Prior Lender of its Liens in and to the properties and assets of each Walker Entity,


 



    	Schedule 3.1 - Page 1



    	 



    

 


(xv)    a
certificate from the Secretary of each Borrower (i) attesting to the resolutions of such Borrower's Board of Directors authorizing
its execution, delivery, and performance of this Agreement and the other Loan Documents to which such Borrower is a party, and
authorizing specific officers of such Borrower to execute the same, and (ii) attesting to the incumbency and signatures of
such specific officers of such Borrower,


 


(xvi)    copies
of each Borrower's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of
such Borrower,


 


(xvii)    a
certificate of status with respect to each Borrower, dated as of a current date, such certificate to be issued by the appropriate
officer of the jurisdiction of organization of such Borrower, which certificate shall indicate that such Borrower is in good standing
in such jurisdiction,


 


(xviii)    certificates
of status with respect to each Borrower, each dated as of a current date, such certificates to be issued by the appropriate officer
of the jurisdictions (other than the jurisdiction of organization of such Borrower) in which its failure to be duly qualified or
licensed would constitute a Material Adverse Change, which certificates shall indicate that such Borrower is in good standing in
such jurisdictions,


 


(xix)     a
certificate from the Secretary of each Guarantor (i) attesting to the resolutions of such Guarantor's Board of Directors authorizing
its execution, delivery, and performance of the Loan Documents to which such Guarantor is a party, and authorizing specific officers
of such Guarantor to execute the same and (ii) attesting to the incumbency and signatures of such specific officers of Guarantor,


 


(xx)    copies
of each Guarantor's Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary
of such Guarantor,


 


(xxi)   a
certificate of status with respect to each Guarantor, dated as of a current date, such certificate to be issued by the appropriate
officer of the jurisdiction of organization of such Guarantor, which certificate shall indicate that such Guarantor is in good
standing in such jurisdiction,


 


(xxii)  certificates
of status with respect to each Guarantor, each dated as of a current date, such certificates to be issued by the appropriate officer
of the jurisdictions (other than the jurisdiction of organization of such Guarantor) in which its failure to be duly qualified
or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Guarantor is in good standing
in such jurisdictions,


 


(xxiii)  certificates
of insurance, together with the endorsements thereto, as are required by Section 5.6, the form and substance of which
shall be satisfactory to Agent,


 


(xxiv)  one
or more opinions of Borrowers' and Guarantors' counsel under the laws of the States of Delaware, Arkansas, Texas and Wisconsin,
respectively, in form and substance satisfactory to Agent, and


 



    	Schedule 3.1 - Page 2



    	 



    

 


(xxv)        subject
to Section 5.19, all other agreements, instruments and documents listed on the Closing Checklist attached hereto as Exhibit
3.1;


 


(c)          Borrowers
shall have the Required Availability after giving effect to the initial extensions of credit hereunder and the payment of all fees
and expenses required to be paid by Borrowers on the Closing Date under this Agreement or the other Loan Documents;


 


(d)          Agent
shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual background checks for each Borrower,
and (ii) OFAC/PEP searches and customary individual background searches for each Borrower's senior management and key principals,
and each Guarantor, in each case, the results of which shall be satisfactory to Agent;


 


(e)          Borrowers
shall have provided access to Agent or any applicable third parties to permit Agent to receive an appraisal of the Inventory of
the Borrowers party to the Existing Credit Agreement and their Subsidiaries consisting of finished goods performed by Taylor &
Martin (or another appraiser selected by Administrative Borrower and acceptable to Agent) and an appraisal of the Inventory of
the Borrowers party to the Existing Credit Agreement and their Subsidiaries consisting of raw materials performed by valuation
firms selected by Administrative Borrower and acceptable to Agent;


 


(f)          Agent
shall have received a set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis,
and for the 1 year period following the Closing Date, on a quarter by quarter basis), in form and substance (including as to scope
and underlying assumptions) satisfactory to Agent;


 


(g)          Borrowers
shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by this Agreement;


 


(h)          Agent
shall have received a Borrowing Base Certificate setting forth the Borrowing Base as of the date set forth therein, which shall
be completed in a manner reasonably satisfactory to Agent and duly authorized, executed and delivered by an Authorized Person of
Administrative Borrower;


 


(i)          Loan
Parties shall have completed (or concurrently with the initial credit extension hereunder will complete) the Closing Date Acquisition
in accordance with the terms of the Closing Date Acquisition Documents (without any amendment thereto or waiver thereunder unless
consented to by Agent other than amendments, modifications and waivers not materially adverse to the interests of Agent or any
Lender);


 


(j)          Borrowers
shall have received cash proceeds from the issuance of the Term Loan Indebtedness in an amount not less than $275,000,000; and


 


(k)          since
December 31, 2011, there has not been, and neither the Walker Group Holdings LLC ("Target") nor any of its Subsidiaries
(for purposes of this clause (l), as defined in the Closing Date Acquisition Agreement) has taken any action that could reasonably
be expected to result in, a Material Adverse Effect; provided that "Material Adverse Effect" means any
change, event, occurrence or condition which individually or in the aggregate has a material adverse effect on the business, results
of operations, assets or financial condition of the Target


 



    	Schedule 3.1 - Page 3



    	 



    

 


and its Subsidiaries,
taken as a whole, other than any material adverse effect resulting from any event, change, occurrence or condition arising out
of or relating to (i) any general market, economic, financial, labor or political conditions in the United States or in any
foreign country in which the Target and its Subsidiaries do business, including, without limitation, the United Mexican States
and the United Kingdom; (ii) the custom-engineered stainless steel and aluminum equipment manufacturing industry generally,
including, without limitation, the general demand for liquid tank trailers, storage tanks, vessels, barrier isolator systems and
containment systems and fluctuations in the price and quality of raw materials and parts therefor; (iii) the announcement
of the Closing Date Acquisition Agreement and/or the announcement of any of the transactions contemplated thereunder, the fulfillment
of the parties' obligations thereunder or the consummation of the transactions contemplated by the Closing Date Acquisition Agreement
(including, without limitation, the loss of, or adverse change in, the relationship of the Target and its Subsidiaries with their
customers, suppliers and employees); (iv) any outbreak or escalation of hostilities or act of terrorism involving, or any
declaration of war by, the United States or any other country in which the Target and its Subsidiaries operate; (v) earthquakes,
hurricanes, tornadoes, floods or other natural disasters; (vi) changes in applicable Laws (as defined in the Closing Date
Acquisition Agreement); or (vii) changes in, or in the application of, GAAP; provided, that in the case of subclauses (i),
(ii), (iv), (v), (vi) or (vii) any and each such change, event, occurrence or condition does not have a materially disproportionate
adverse impact on the Target and its Subsidiaries, taken as a whole, compared to the other companies operating in the same industries
in which the Target and its Subsidiaries operate.


 



    	Schedule 3.1 - Page 4



    	 



    

 







 


Schedule 4.1(b)


 


Capitalization of Borrowers


 


The following table sets forth the authorized capital Stock
of each Borrower, by class, and a description of the number of shares of each such class that are issued and outstanding, in each
case as of the Closing Date.


 


	Name	
        Class of

        Securities
	
        Number of

        Securities

        Issued and

        Outstanding
	
        Number of

        Securities

        Authorized

	Wabash National Corporation	
        Common Stock

        Preferred Stock
	
        68,324,259

        -
	
        200,000,000

        25,000,000

	Wabash National, L.P.	N/A	N/A	N/A
	Wabash Wood Products, Inc.	Common Stock	100	100
	Transcraft Corporation	
        Common Stock

        Preferred Stock
	
        915

        -
	
        3,000

        17,000

	Wabash National Trailer Centers, Inc.	
        Common Stock

        Preferred Stock
	
        100

        -
	
        400

        100

	Walker Group Holdings LLC	Membership Interests	N/A	N/A
	Bulk Solutions LLC	Membership Interests	N/A	N/A
	Garsite/Progress LLC	Membership Interests	N/A	N/A
	Walker Stainless Equipment Company LLC	Membership Interests	N/A	N/A
	Brenner Tank LLC	Membership Interests	N/A	N/A
	Brenner Tank Services LLC	Membership Interests	N/A	N/A


Wabash National Corporation also had 1,948,676 stock options
outstanding as of May 8, 2012.


 


Pursuant to the Permitted Convertible Notes, the indebtedness
provided thereby is convertible under certain circumstances, at the option of Wabash National Corporation into common stock $0.01
par value of Wabash National Corporation.


 



    	 



    	 



    

 


Schedule 4.1(c)


 


Capitalization of Borrowers’ Subsidiaries


 


	Name	Class of 

Securities	Number of

 Securities

Issued and 

Outstanding	Record Owners	Number of 

Securities 

Authorized
	Wabash National, L.P.	N/A	N/A	Wabash National Corporation** and Wabash National Trailer Centers, Inc.*	N/A
	Wabash Wood Products, Inc.	Common Stock	100	Wabash National Corporation	100
	Transcraft Corporation	
        Common Stock

        Preferred Stock
	
        915

        -
	Wabash National Corporation	
        3,000

        17,000

	Wabash National Trailer Centers, Inc.	
        Common Stock

        Preferred Stock
	
        100

        -
	Wabash National Corporation	
        400

        100

	Cloud Oak Flooring Company, Inc.	Common Stock	890	Wabash National Corporation	1,000
	Wabash National Manufacturing, L.P.	N/A	N/A	Wabash National Corporation* and Wabash National Trailer Centers, Inc.**	N/A
	Wabash National Services, L.P.	Partnership Interests	N/A	Wabash National Trailer Centers, Inc.* and Wabash National , L.P.**	N/A
	FTSI Distribution Company, L.P.	Partnership Interests	N/A	Wabash National Corporation** and Wabash National Trailer Centers, Inc.*	N/A
	National Trailer Funding, L.L.C.	Membership Interests	N/A	Wabash National Trailer Centers, Inc.: 100%	N/A
	Continental Transit Corporation	Common Stock	100	Wabash National Corporation	100
	WNC Receivables Management Corp.	Common Stock	50	Wabash National Corporation	100
	WNC Receivables, LLC	Membership Interests	N/A	
        Wabash National Trailer Centers, Inc.: 50%

        Wabash National L.P.: 50%
	N/A
	Wabash Financing LLC	Membership Interests	N/A	Wabash National Corporation: 100%	N/A



 






    	 



    	 



    
 


	Walker Group Holdings LLC	Membership Interests	N/A	Wabash National L.P.: 100%	N/A
	Brenner Tank LLC	Membership Interests	N/A	Walker Group Holdings LLC: 100%	N/A
	Brenner Tank Services LLC	Membership Interests	N/A	Brenner Tank LLC: 100%	N/A
	Garsite/Progress LLC	Membership Interests	N/A	Walker Group Holdings LLC: 100%	N/A
	Walker Stainless Equipment Company LLC	Membership Interests	N/A	Walker Group Holdings LLC: 100%	N/A
	Bulk Solutions LLC	Membership Interests	N/A	Walker Group Holdings LLC: 100%	N/A
	Wabash International Holdings, Inc.	Common Stock	100	Wabash National Corporation: 100%	100
	Wabash UK Holdings Limited	Ordinary Shares	999	Wabash International Holdings, Inc.: 100%	
        999

         

	Bulk Systems Mexico, S. de R.L. de C.V	Equity Quotas	4	
        Walker Stainless Equipment Company LLC: 50%

        Brenner Tank: 50%
	N/A
	Bulk Tank International, S. de R.L. de C.V.	Equity Quotas	4	
        Walker Stainless Equipment Company LLC: 50%

        Brenner Tank: 50%
	N/A
	Bulk Services, S. de R.L. de C.V	Equity Quotas	4	
        Walker Stainless Equipment Company LLC: 50%

        Brenner Tank: 50%
	N/A
	Extract Technology Limited	Ordinary Shares	671	Wabash UK Holdings Limited: 100%	N/A
	Extract Technology Pte Ltd.	Ordinary Shares	2	Extract Technology Limited: 100%	N/A


		*	Indicates a general partner



		**	Indicates a limited partner



 


There are no subscriptions, options, warrants, or calls relating
to any shares of Borrowers’ Subsidiaries’ capital Stock or membership interests.


 



    	 



    	 



    

 


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
	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.
	
        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,

        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

        Huddersfield, West Yorkshire, UK



 



    	 



    	 



    

 


Schedule 4.6(c)


 


Organizational Identification Numbers


 


	Entity	Organizational I.D. 

Number	Tax I.D. Number
	Wabash National Corporation	2273455	52-1375208
	Wabash National, L.P.	3067889	35-2080779
	Wabash Wood Products, Inc.	AR100160973	71-0812121
	Transcraft Corporation	3014313	13-4067585
	Wabash National Trailer Centers, Inc.	2735206	35-2012484
	Cloud Oak Flooring Company, Inc.	AR100108157	71-0747690
	Wabash National Manufacturing, L.P.	3277493	43-1900264
	Wabash National Services, L.P.	3066179	35-2080781
	FTSI Distribution Company, L.P.	3132296	35-2091340
	National Trailer Funding, L.L.C.	3107585	36-4324443
	Continental Transit Corporation	198508-844	35-1652755
	Wabash International Holdings, Inc.	5139932	N/A
	Walker Group Holdings LLC	800701712	37-1528973
	Brenner Tank LLC	B045510	39-2034630
	Brenner Tank Services LLC	B045781	39-2036936
	Garsite/Progress LLC	800774304	75-3231169
	Walker Stainless Equipment Company LLC	2544919	41-2216106
	Bulk Solutions LLC	801023526	80-0256391


 



    	 



    	 



    

 


Schedule 4.6(d)


 


Commercial Tort Claims


 


None.


 



    	 



    	 



    

 


Schedule 4.7(b)


 


Litigation


 


Bernard Krone Industria v. Wabash National Corporation,
Case No. 459 2001 (4th Civil Law Court of Curitiba, State of Parana, Brazil). As disclosed in the Company’s Form 10-K filing
on February 27, 2012, and reported to Lenders on or about November 28, 2011 - on November 22, 2011, the Fourth Civil Court of Curitiba
partially granted claims against Wabash, and ordered Wabash to pay plaintiff lost profits, compensatory, economic and moral damages
in the amount of approximately R$26.7 million (Brazilian Reais), which is approximately $15.3 million U.S. dollars using current
exchange rates and exclusive of any potentially court-imposed interest, fees or inflation adjustments (which are currently estimated
at a maximum of approximately $63 million U.S. dollars, at current exchange rates, but may change with the passage of time and/or
the discretion of the court at the time of final judgment in this matter). Due, in part, to the amount and type of damages awarded
by the Fourth Civil Court of Curitiba, Wabash immediately filed for clarification of the judgment, which renders the judgment unenforceable
at this time. Upon receipt of a clarified judgment from the Fourth Civil Court of Curitiba, Wabash will also appeal the judgment
to the State of Paraná Court of Appeals. The Court of Appeals has the authority to re-hear all facts presented to the lower
court, as well as to reconsider the legal questions presented in the case, and to render a new judgment in the case without regard
to the lower court's findings. Pending outcome of this appeal process, any judgment is not enforceable by the plaintiff. Insurance
does not cover any potential liability in this case.


 



    	 



    	 



    

 


Schedule 4.11


 


Benefit Plans


 


None.


 



    	 



    	 



    

 


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)2 at $400,000 and the Reasonable Worst Case (RWC)3 at $800,000 for
these issues over a period of 2-5 years.


 


Guanajuato, Mexico. From 2000 to 2011, the site
operated without various environmental permits and plans before entering into audit programs with regulators to correct its noncompliance.
The site has not monitored air emission sources at the site. In addition, 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.


 


Arthur, IL. There is confirmed contamination in
soil and groundwater in the vicinity of the Test Building. Four registered USTs have been removed from the site but no closure
sampling was conducted. There are at least two other USTs suspected to be at the site. Septic systems (still in place) serviced
buildings used for manufacturing operations since at least the early 1950s. The East Warehouse formerly contained production operations
and appears to have formerly contained a below-ground hydraulic lift. ERM estimated costs for the MLC at $250,000 and the RWC at
$1,000,000 to address these issues over a period of 2-5 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 


 





 






2
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.


3
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.




 



    	 



    	 



    

 


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.


 


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	Serial. No.	Reg. No.	Status	Country	Owner
	524	77/548148	3594651	Registered	United States of America	Transcraft Corporation
	724	77/548149	3594652	Registered	United States of America	Transcraft Corporation
	BENSON	1427425	786550	Registered	Canada	Transcraft Corporation
	BENSON	989193	1113433	Registered	Mexico	Transcraft Corporation
	BENSON	77/547110	3638140	Registered	United States of America	Transcraft Corporation
	DESIGN	1427426	772825	Registered	Canada	Transcraft Corporation
	DESIGN	989191	1136500	Registered	Mexico	Transcraft Corporation
	DESIGN	74/652884	2022972	Registered	United States of America	Transcraft Corporation
	DESIGN	77/547031	3716481	Registered	United States of America	Transcraft Corporation
	IRONMAN	77/693170	1486474 	Abandoned	United States of America	Transcraft Corporation
	IRONMAN II	76/693172	 	Abandoned	United States of America	Transcraft Corporation
	IWT	77/548145	3594650	Registered	United States of America	Transcraft Corporation
	MOAT	77/548157	3594654	Registered	United States of America	Transcraft Corporation
	SUPER-BEAM	 	440538	Registered	Canada	Transcraft Corporation
	SUPER-BEAM	179272	448174	Registered	Mexico	Transcraft Corporation
	SUPER-BEAM	74/381525	1812055	Registered	United States of America	Transcraft Corporation
	TRANSCRAFT	699152	411881	Registered	Canada	Transcraft Corporation
	TRANSCRAFT	179271	464131	Registered	Mexico	Transcraft Corporation
	TRANSCRAFT	76/386313	2677629	Registered	United States of America	Transcraft Corporation
	TRANSCRAFT	75/623607	2319011	Registered	United States of America	Transcraft Corporation
	TRANSCRAFT D-EAGLE	76/341486	2651789	Registered	United States of America	Transcraft Corporation
	TRANSCRAFT EAGLE	 	418885	Registered	Canada	Transcraft Corporation
	TRANSCRAFT EAGLE	180739	449105	Registered	Mexico	Transcraft


 






    	 



    	 



    
 


	 	 	 	 	 	Corporation
	TRANSCRAFT EAGLE	74/133824	1692844	Registered	United States of America	Transcraft Corporation
	TRANSCRAFT EAGLE II	76/341481	2639285	Registered	United States of America	Transcraft Corporation
	ARCTIC LITE	76/408325	2744682	Registered	United States of America	Wabash National, L.P.
	ArcticGreen	1502438	 	Filed	Canada	Wabash National, L.P.
	COUPLERMATE	73/769697	1547270	Registered	United States of America	Wabash National, L.P.
	DURAPLATE	1213297	677550	Registered	Canada	Wabash National, L.P.
	DURAPLATE	651702	839457	Registered	Mexico	Wabash National, L.P.
	DURAPLATE	651703	9105358	Registered	Mexico	Wabash National, L.P.
	DURAPLATE	76/577873	3010104	Registered	United States of America	Wabash National, L.P.
	DURAPLATE	75/113440	2177280	Registered	United States of America	Wabash National, L.P.
	DURAPLATE	76/017487	2553821	Registered	United States of America	Wabash National, L.P.
	DURAPLATE AEROSKIRT	1447133	794030	Registered	Canada	Wabash National, L.P.
	DURAPLATE AEROSKIRT	1024934	1171480	Registered	Mexico	Wabash National, L.P.
	DURAPLATE AEROSKIRT	77/685287	3785939	Registered	United States of America	Wabash National, L.P.
	DURAPLATE HD	1278835	695747	Registered	Canada	Wabash National, L.P.
	DURAPLATE HD	749392	920312	Registered	Mexico	Wabash National, L.P.
	DURAPLATE HD	78/704457	3141656	Registered	United States of America	Wabash National, L.P.
	DURAPLATE XD-35	85/413845	 	Published Intent to Use	United States of America	Wabash National, L.P.
	EZ SERIES	937393	1133164	Registered	Mexico	Wabash National, L.P.
	EZ-7	76/264095	2792086	Registered	United States of America	Wabash National, L.P.
	FREIGHTPRO	77/185855	3372448	Registered	United States of America	Wabash National, L.P.
	OUR INNOVATION MOVES THE WORLD and Design	77/223601	3372759	Registered	United States of America	Wabash National, L.P.
	ROADRAILER	597349	353129	Registered	Canada	Wabash National, L.P.
	ROADRAILER	88/1304	332247	Registered	China (People’s Republic)	Wabash National, L.P.
	ROADRAILER	1624164	 	Filed	India	Wabash National, L.P.
	ROADRAILER	2007-117772	2439493	Registered	Japan	Wabash National, L.P.


 



    	 



    	 



    

 


	ROADRAILER	60584	365646	Registered	Mexico	Wabash National, L.P.
	ROADRAILER	2007/27213	2007/27213	Registered	South Africa	Wabash National, L.P.
	ROADRAILER	72/118413	742259	Registered	United States of America	Wabash National, L.P.
	ROADRAILER and Design	73/754590	1539255	Registered	United States of America	Wabash National, L.P.
	SOLARGUARD	75/048815	2181015	Registered	United States of America	Wabash National, L.P.
	SOLARGUARD and Design	77/186101	3372463	Registered	United States of America	Wabash National, L.P.
	TRUST LOCK	76/361840	2940427	Registered	United States of America	Wabash National, L.P.
	TRUST LOCK PLUS	1380407	778423	Registered	Canada	Wabash National, L.P.
	TRUST LOCK PLUS	77/344736	3677245	Registered	United States of America	Wabash National, L.P.
	WABASH	6601678	6601678	Registered	China (People’s Republic)	Wabash National, L.P.
	WABASH	2241511	2241511	Registered	European Community	Wabash National, L.P.
	WABASH	76/262685	2624209	Registered	United States of America	Wabash National, L.P.
	WABASH NATIONAL	1236244	770401	Registered	Canada	Wabash National, L.P.
	WABASH NATIONAL	770401	 	Filed	Canada	Wabash National, L.P.
	WABASH NATIONAL	76/620527	3043990	Registered	United States of America	Wabash National, L.P.
	WABASH NATIONAL	73/588293	1414152	Registered	United States of America	Wabash National, L.P.
	WABASH NATIONAL and Design	74/510431	1921853	Registered	United States of America	Wabash National, L.P.
	TST OVER 100 YEARS OF EXPERIENCE SERVICING YOU	76/019709	2444400	Registered	United States of America	Garsite/Progress LLC
	TST	76/019328	2437131	Registered	United States of America	Garsite/Progress LLC
	Brenner	76/051989	2,584,454	Registered	United States of America	Brenner Tank LLC
	Brenner	77/514373	3575671	Registered	United States of America	Brenner Tank LLC
	Shaker Tank	78/910314	3478227	Registered	United States of America	Brenner Tank LLC
	Brenner	 	TMA602,042	Registered	Canada	Brenner Tank LLC
	Brenner	 	697446	Registered	Mexico	Brenner Tank LLC
	AeroTank	77/598016	3729678	Registered	United States of America	Walker Group Holdings LLC
	Containing Excellence	77/709721	77/709721	Registered	United States of America	Walker Group Holdings LLC
	Together, We Deliver	77/709856	77/709856	Registered	United States of America	Walker Group Holdings LLC
	Containing Excellence	 	1434565	Registered	Canada	Walker Group Holdings LLC
	Together, We Deliver	 	1434570	Registered	Canada	Walker Group Holdings LLC


 



    	 



    	 



    

 


	AeroTank	 	1434153	Registered	Canada	Walker Group Holdings LLC
	Walker	 	TMA533195	Registered	Canada	Walker Stainless Equipment Company LLC.
	Extract Technology	 	002625606	Registered	CTM	Extract Technology Limited
	Extract Technology	 	02254988	Registered	United Kingdom	Extract Technology Limited
	Extract Technology	 	T1114582D	Registered	Singapore	Extract Technology Limited
	Carlisle Life Science	 	3062321	Registered	Australia	Extract Technology Limited
	Carlisle Life Sciences	 	3062321	Registered	CTM	Extract Technology Limited
	E EXTRACT TECHNOLOGY (Logo)	 	2010/45148	Registered	Turkey	Extract Technology Limited
	Garsite/Progress LLC	 	 	Unregistered	 	Garsite/Progress LLC
	Garsite, LLC	 	 	Unregistered	 	Garsite/Progress LLC
	Garsite, LP	 	 	Unregistered	 	Garsite/Progress LLC
	Garsite PD, Inc.	 	 	Unregistered	 	Garsite/Progress LLC
	Ameritank	 	 	Unregistered	 	Garsite/Progress LLC
	Alumitank	 	 	Unregistered	 	Garsite/Progress LLC
	Tri-State Refueler	 	 	Unregistered	 	Garsite/Progress LLC
	Garsite/TSR	 	 	Unregistered	 	Garsite/Progress LLC
	Garsite, Inc.	 	 	Unregistered	 	Garsite/Progress LLC
	New Progress, LLC	 	 	Unregistered	 	Garsite/Progress LLC
	Progress Industries	 	 	Unregistered	 	Garsite/Progress LLC
	Progress, Inc.	 	 	Unregistered	 	Garsite/Progress LLC (d/b/a Tri-State Tank)
	Eagle Tank	 	 	Unregistered	 	Garsite/Progress LLC (d/b/a Tri-State Tank)
	Sutton Tank	 	 	Unregistered	 	Garsite/Progress LLC (d/b/a Tri-State Tank)
	Tri State Tank	 	 	Unregistered	 	Brenner Tank LLC
	Brenner Tank Services	 	 	Unregistered	 	Brenner Tank LLC
	Brenner Tank Houston	 	 	Unregistered	 	Brenner Tank LLC
	Brenner Tank Ashland	 	 	Unregistered	 	Brenner Tank LLC
	Brenner Tank Services LLC	 	 	Unregistered	 	Brenner Tank LLC
	Brenner Tank Gonzales	 	 	Unregistered	 	Brenner Tank LLC


 



    	 



    	 



    

 


	Tradename	Registration 

Number	Status	Owner	
         

        State/Country

	Wabash National 

Trailer Centers, Inc.	286131	Registered	Wabash National Trailer Centers, Inc.  	AZ, United States
	Wabash National 

Trailer Centers, Inc.	576691	Registered	Wabash National Trailer Centers, Inc.  	LA, United States


 


	Patent Registration 

No.	Country	Name	Owner
	5221103	United States	Quick Change Slider Panel and Installation Method for Flatbed Trailer  	Wabash National, L.P.
	5152228	United States	Universal Coupling Adapter for Rail-Highway Vehicles	Wabash National, L.P.
	5218794	United States	Movable Deck System	Wabash National, Corporation
	5439266	United States	Riveted Plate Trailer Construction	Wabash National, L.P.
	5607200	United States	Curtain Securing Mechanism	Wabash National, Corporation
	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.
	226534	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.


 



    	 



    	 



    

 


	1337027	Canada	Railway Highway Vehicle	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.
	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.
	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.
	6199939	United States	Composite Joint Configuration	Wabash National, L.P.
	227480	Mexico	Semi-Tractor Fifth Wheel Sensor and Rail Car Stanchion Sensor for a Trailer	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.
	5195800	United States	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.
	1327288	Canada	Train of Highway Trailers Using Improved Railroad Truck Suspension	Wabash National, L.P.
	MXa2007015621 (pending) 	Mexico	Composite Joint Configuration	Wabash National, L.P.
	2565510 (pending)	Canada	Fused Thermoplastic Scuff and Wall Plate	Wabash National, L.P.
	MXa2007001905 (pending)	Mexico	Fused Thermoplastic Scuff and Wall Plate	Wabash National, L.P.
	2578627 (pending)	Canada	Interlocking Joint for a Wall or Door of a Trailer	Wabash National, L.P.
	2599678 (pending)	Canada	Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same	Wabash National, L.P.
	MXa2007012452 (pending)	Mexico	Method of Forming a Logistics Panel for Use in a Sidewall of a 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.
	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.
	MXa2008000612 (pending)	Mexico	Butt Joint for Trailer Side Wall	Wabash National, L.P.
	MXa2010010808 (pending)	Mexico	Butt Joint for Trailer Side Wall	Wabash National, L.P.
	12/573229 (pending)	United States	Butt Joint for Trailer Side Wall	Wabash National, L.P.
	2601396 (pending)	Canada	Trailer Rear Door Frame with Angled Rear Sill	Wabash National, L.P.
	MXa2007011716 (pending)	Mexico	Trailer Rear Door Frame with Angled Rear Sill	Wabash National, L.P.
	11/846100 (pending)	United States	Trailer Rear Door Frame with Angled Rear Sill	Wabash National, L.P.


 






    	 



    	 



    
 


	2574568 (pending)	Canada	Integrated Rear Impact Guard and Pintle Hook Assembly	Wabash National, L.P.
	2604282 (pending)	Canada	Composite Panel for a Trailer Wall	Wabash National, L.P.
	2706474 (pending)	Canada	Vehicle Skylight and Method for Installing Same	Wabash National, L.P.
	MXa2010005687 (pending)	Mexico	Vehicle Skylight and Method for Installing Same	Wabash National, L.P.
	2695743 (pending)	Canada	Multi-Layer Hold Down Assembly	Wabash National, L.P.
	2008801146802 (pending)	China	Multi-Layer Hold Down Assembly	Wabash National, L.P.
	MXa2010001810 (pending)	Mexico	Multi-Layer Hold Down Assembly	Wabash National, L.P.
	12/259440 (pending)	United States	Multi-Layer Hold Down Assembly	Wabash National, L.P.
	61/372259 (pending)	United States	Composite Panel Having Perforated Foam Core	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.
	MXa2010009591 (pending)	Mexico	Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall	Wabash National, L.P.
	US2009/036630 (pending)	Patent Cooperation Treaty	Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall	Wabash National, L.P.
	12/400978 (pending)	United States	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.
	MXa2010009606 (pending)	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.
	12/406563 (pending)	United States	Door Locking Assembly for a Storage Container	Wabash National, L.P.
	2683036 (pending)	Canada	Trailer Coupler Assembly Including a Sacrificial Anode	Wabash National, L.P.
	MXa2009011329 (pending)	Mexico	Trailer Coupler Assembly Including a Sacrificial Anode	Wabash National, L.P.
	12/582267 (pending)	United States	Trailer Coupler Assembly Including a Sacrificial Anode	Wabash National, L.P.
	2657870 (pending)	Canada	Roof Assembly for a Storage Container	Wabash National, L.P.
	MXa2009002761 (pending)	Mexico	Roof Assembly for a Storage Container	Wabash National, L.P.
	12/400384 (pending)	United States	Roof Assembly for a Storage Container	Wabash National, L.P.
	US2010/31173 (pending)	Patent Cooperation Treaty	Side Skirt and Side Underride Cable System for a Trailer	Wabash National, L.P.
	12/760798 (pending)	United States	Side Skirt System for a Trailer	Wabash National, L.P.
	12/760802 (pending)	United States	Side Underride Cable System for a Trailer	Wabash National, L.P.


 






    	 



    	 



    



 


	NOT AVAILABLE (pending)	Australia	Foldable Mobile Storage Container	Wabash National, L.P.
	NOT AVAILABLE (pending)	Canada	Foldable Mobile Storage Container	Wabash National, L.P.
	NOT AVAILABLE (pending)	Mexico	Foldable Mobile Storage Container	Wabash National, L.P.
	12/577490 (pending)	United States	Foldable Mobile Storage Container	Wabash National, L.P.
	2696490 (pending)	Canada	Panel for a Storage Container	Wabash National, L.P.
	MXa2010002797 (pending)	Mexico	Panel for a Storage Container	Wabash National, L.P.
	12/721027 (pending)	United States	Panel for a Storage Container	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.
	US2010/038799 (pending)	Patent Cooperation Treaty	Semi-Trailer for Transporting Circular Objects	Wabash National, L.P.
	12/816740 (pending)	United States	Semi-Trailer for Transporting Circular Objects	Wabash National, L.P.
	10-00982 (pending)	Venezuela	Semi-Trailer for Transporting Circular Objects	Wabash National, L.P.
	2706141 (pending)	Canada	Visual Signaling Indicator and Assembly for a Tractor Trailer	Wabash National, L.P.
	MXa2010006189 (pending)	Mexico	Visual Signaling Indicator 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.
	13/023206 (pending)	United States	Visual Indicator Adaptor and Assembly for a Tractor Trailer	Wabash National, L.P.
	2718779 (pending)	Canada	Modular Storage Container	Wabash National, L.P.
	61/254907 (pending)	United States	Modular Storage Container	Wabash National, L.P.
	13/113114 (pending)	United States	Overhead Door Assembly for a Storage Container	Wabash National, L.P.
	19-Apr-2011 (pending)	Canada	Roof Assembly for Storage Container	Wabash National, L.P.
	MXa2011/004150 (pending)	Mexico	Roof Assembly for Storage Container	Wabash National, L.P.
	13/088596 (pending)	United States	Roof Assembly for Storage Container	Wabash National, L.P.
	US2011/029310 (pending)	Patent Cooperation Treaty	Liquefied Air Refrigeration System for a 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.
	12/503234 (pending)	United States	Method of Making a One-Piece Sidewall Liner with Logistic Slot	Wabash National,


 



    	 



    	 



    

 


	 	 	 	L.P.
	2611344 (pending)	Canada	Insulating Sheet and Refrigerated Trailer Components Formed from Same	Wabash National, L.P.
	MXa2007014541 (pending)	Mexico	Insulating Sheet and Refrigerated Trailer Components Formed from Same	Wabash National, L.P.
	11/943022 (pending)	United States	Insulating Sheet and Refrigerated Trailer Components Formed from Same	Wabash National, L.P.
	12/910956 (pending)	United States	Modular Storage Container	Wabash National, L.P.
	11/425270	United States	Viscous Product Transportation Trailer	
        Brenner Tank LLC*

        Brenner Tank Services LLC

	 	Canada	Viscous Product Transportation Trailer	Brenner Tank LLC*
	01309717.5	United Kingdom	Flexible Wall Barrier	Extract Technology Limited
	01309717.5	Ireland	Flexible Wall Barrier	Extract Technology Limited
	02253759	Germany	Containment Assembly (Gloveport)	Extract Technology Limited
	02253759	Spain	Containment Assembly (Gloveport)	Extract Technology Limited
	02253759	France	Containment Assembly (Gloveport)	Extract Technology Limited
	02253759	United Kingdom	Containment Assembly (Gloveport)	Extract Technology Limited
	02253759	Ireland	Containment Assembly (Gloveport)	Extract Technology Limited
	02253759	Italy	Containment Assembly (Gloveport)	Extract Technology Limited
	0705020.6	United Kingdom	Downflow Booth	Extract Technology Limited
	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

	11/215134	United States	Dual Stop Valve Assembly for Use in Cargo Tank Vehicles	
        Brenner Tank LLC

        Brenner Tank Services, LLC

	11/675943	United States	Dual Stop Valve Assembly for Use in Cargo Tank Vehicles	
        Brenner Tank LLC

        Brenner Tank Services, LLC

	10/864169	United States	Dual Stop Valve Assembly for Use in Cargo Tank Vehicles	Brenner Tank LLC


 



    	 



    	 



    

 


* 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


		·	Parts Distribution and Licensing Agreement, dated September 19, 2003,
by and among Wabash National, L.P. (as successor-in-interest to WTSI Technology Corp.), Wabash National 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;



		·	DuraPlate Sales Agreement, dated November 21, 2008, by and between
Wabash National, L.P. and PODS Enterprises Inc.;



		·	DuraPlate Sales Agreement, dated June 13, 2008, by and between Wabash
National, L.P. and Road Systems Inc.;



		·	DuraPlate Sales Agreement, dated May 12, 2008, by and between Wabash
National, L.P. and Utilimaster Corporation;



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



		·	DuraPlate Sales Agreement, dated February 26, 2010, by and between
Wabash National, L.P. and R.C. Tway Company d/b/a Kentucky Trailer;



		·	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.



		·	Distributor Agreement, dated January 2, 2009, by and between IDEX
Liquid Controls Group, Walker Group Holdings LLC, Garsite/Progress LLC and TST 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
	PNC Bank	WNC
    Receivables	[*]	Wabash
    National Corporation dba 

    Wabash National Trailer Centers Inc.	[*]
	Wells Fargo Bank, National Association	WNTC
    Local Deposits	[*]	Wabash
    National Corporation Local 

    Desktop Deposits	[*]
	Wells Fargo Bank, National Association	Master
    Operating Agreement	[*]	 

        Wabash
        National Corporation Master Account
	[*]
	Wells Fargo Bank, National Association	Commercial
    Checking Account	[*]	Wabash
    National Corporation	[*]
	Wells Fargo Bank, National Association	Escrow
    Account	[*]	Wabash
    2012 Bond Proceeds Escrow	[*]
	Fifth Third Bank	WNC
    Local Deposit	[*]	Wabash
    National Corporation	[*]
	Fifth Third Bank	WNTC
    Merchant Card Account	[*]	Wabash
    National Trailer Centers	[*]
	RBS Citizens, N.A., dba Charter One	WNTC
    Desktop Deposits	[*]	Wabash
    National Corporation WNTC Sub	[*]
	RBS Citizens, N.A., dba Charter One	Manufacturing
    Receivables	[*]	Wabash
    National Corporation Manufacturing Sub	[*]
	RBS Citizens, N.A., dba Charter One	WNC
    Depository	[*]	Wabash
    National Corporation WNC Sub Account	[*]
	RBS Citizens, N.A., dba Charter One	WNTC
    Lockbox	[*]	Wabash
    National Corporation WNTC Lbx Account	[*]
	RBS Citizens, N.A., dba Charter One	Transcraft
    Receivables	[*]	Transcraft
                                                                                               Corporation

        Depository
        Account
	[*]
	RBS Citizens, N.A., dba Charter One	WWP
    Depository	[*]	Wabash
    National Corporation WWP Sub Acct.	[*]
	RBS Citizens, N.A., dba Charter One	Master
    Account	[*]	Wabash
    National Corporation Master Account	[*]
	JPMorgan Chase	Master
    Disbursement Account	[*]	WGH
    Master Disbursement	[*]
	JPMorgan Chase	Operating
    Accouont	[*]	WGH
    Operating Disbursement	[*]
	JPMorgan Chase	Blocked
    Account	[*]	WSE
    Lockbox Receipts Account	[*]


[*] The bracketed asterisk denotes that confidential portions of this exhibit have been omitted in reliance
on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities
and Exchange Commission.


 



    	 



    	 



    

 


	JPMorgan Chase	Operating Account	[*]	WSE Disbursement
    Account	[*]
	JPMorgan Chase	Medical
    Claims Disbursement Account	[*]	WSE
    Medical Claims Account	[*]
	JPMorgan Chase	Blocked
                                                                                               Account

        Operating
        Account
	[*]	GP
    Lockbox Receipts Account	[*]
	JPMorgan Chase	Lockbox	[*]	BT
    Lockbox Receipts Account	[*]
	JPMorgan Chase	Operating
    Account	[*]	BT
    Disbursement Account	[*]
	JPMorgan Chase	Medical
    Claims Disbursement Account	[*]	BT
    Medical Claims Account	[*]
	JPMorgan Chase	Lockbox	[*]	BTS
    Lockbox Receipts Account	[*]
	JPMorgan Chase	Operating
    Account	[*]	BTS
    Disbursement Account	[*]
	JPMorgan Chase	Controlled
    Disbursement	[*]	Bulk
    Disbursement Account	[*]
	JPMorgan Chase	Controlled
    Disbursement	[*]	Bulk
    Disbursement Account	[*]
	JPMorgan Chase	Depositary
    Account (ZBA)	[*]	WSE
    Disbursement Account	[*]
	Fifth Third Bank	Checking
    Account	[*]	Petty
    Cash Account	[*]
	M&I Marshall & Ilsley	New
    Lisbon Local Merchant Account	[*]	Account
    for Merchant Credit Card Receipts	[*]
	Security Bank of Kansas City	Operating
    Account	[*]	Petty
    Cash Account	[*]





[*] The bracketed asterisk denotes that confidential portions
of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have
been submitted separately to the Securities and Exchange Commission.




 






    	 



    	 



    

 


 


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.


 


Underwriting Agreement dated April 17, 2012 by and among Wabash
National Corporation, Morgan Stanley & Co., LLC and Wells Fargo Securities, LLC (acting on behalf of themselves and as managers
to the several underwriters participating in the offering of the Permitted Convertible Notes


 


Permitted Convertible Note Documents


 


Permitted Convertible Notes Indenture


 


Rights Agreement between Wabash National Corporation and National
City Bank as Rights Agent dated December 28, 2005, as amended by Amendment No. 1 to the Rights Agreement dated July 17, 2009


 


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


 


Non-qualified Stock Option Agreement dated July 15, 2002 between
the Wabash National Corporation and Richard J. Giromini


 


Non-qualified Stock Option Agreement, dated May 6, 2002, between
Wabash National Corporation and William P. Greubel


 


Parts Distribution and Licensing Agreement, by and among Wabash
National, L.P. (as successor- in-interest to WTSI Technology Corp.), Wabash National Corporation and Aurora Parts & Accessories
LLC, dated September 19, 2003


 


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 4.19


 


Permitted Indebtedness


 


Immediately after the Closing Date, Transcraft Corporation shall
remain indebted under the Lease Agreement among Cadiz-Trigg County Industrial Development Authority, Inc. and Transcraft Corporation,
dated February 7, 2012. As of March 31, 2012, the balance of that capital lease liability was $2,670,007.


 


Indebtedness pursuant to the Permitted Convertible Notes


 


The following Letters of Credit will also remain outstanding
(liability as of [May 8], 2012):


 


$1,400,000.00 letter of credit issued by Chase Bank for the
benefit of Ace American Insurance Company;


 


$115,660.00 letter of credit issued by Chase Bank for the benefit
of Bank Al Habib Limited;


 


$99,080.00 letter of credit issued by Chase Bank for the benefit
of Bank Al Habib Limited.


 


For the purposes of Clause (b) of the definition of Permitted
Indebtedness, this Schedule 4.19 shall be deemed to include all indebtedness of each Loan Party and each of its Subsidiaries in
an amount less than $1,000,000 outstanding on the Closing Date, but in no event in an aggregate amount in excess of $5,000,000.


 



    	 



    	 



    

 


Schedule 4.24


 


Employee and Labor Matters


 


Agreement, dated October 11, 2010, between Garsite LLC, UAW
and its Local Union No. 710.


 


Collective Bargaining Agreement, dated May 8, 2008, between
Bulk International S. De R.L. De C.V. and Sindicato de Trabajadores de la Industria Metal Mecanica, Automotriz, Similares y Conexos
de la Republica Mexicana for the facilities located  at Carretera Queretaro San Luis Potosi Km 58, Parque Industrial Opcion,
San Jose Iturbide, Guanajuato, as amended by that certain Employer Substitution, dated October 13, 2008, substituting Bulk Services
S. De R.L. De C.V. for Bulk International S. De R.L. De C.V.


 


Current Revision to Collective Bargaining Agreement, dated January
23, 2012, between Bulk Services S. De R.L. de C.V. and Sindicato de Trabajadores de la Industria Metal Mecanica, Automotriz, Similares
y Conexos de la Republica Mexicana for the facilities located  at Carretera Queretaro San Luis Potosi Km 58, Parque Industrial
Opcion, San Jose Iturbide, Guanajuato.


 



    	 



    	 



    

 


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



 


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


 



    	 



    	 



    

 


Leased Locations


 


Sam Jin General Supply, Inc.


 


			(Wabash National Trailer Centers, Inc.)



			3600 West Capitol Avenue



			West Sacramento, CA 95691



 


BNR Enterprises


 


			(Wabash National Trailer Centers, Inc.)



			327 Dodds Ave.



			Calhoun, GA 30103



 


Swift Transportation, Inc.


 


			(Wabash National Trailer Centers, Inc.)



			Gertz Road and Martin Luther King Blvd.



			Portland, OR 97211



 


Luis Estrada


 


			(Wabash National Trailer Centers, Inc.)



			4675 North Interstate 35 East



			Waxahachie, TX 75165



 


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



 


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.


 


FedEx Corporation


 


(Wabash National Trailer Centers, Inc.)


8951 Yosemite Street


Henderson, Colorado


 


David P. Reckell


 


			(Walker Stainless Steel Equipment Company LLC)



			27620 Highway 561



			Travares, FL



 


RLK Properties, LLC


 


			(Brenner Tank Services LLC)



			2105 Donna Drive, Suite 5



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



 


TC 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 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



 


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


 


Bailment Locations


 


Jing Mei Management


Supply Chain Solutions


 


(Wabash National, L.P.)


4136 United Parkway


Schiller Park, IL  60176


 


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.)


16025 Slover Avenue


Fontana, CA


 






    	 



    	 



    
 


(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 East County Road


and 350 South & 3550 Concord Road


Lafayette, IN


 


(Wabash National, L.P.)


1450 Navco Drive;


3459 McCarty Lane; and


3460 McCarty Lane


Lafayette, IN


 


(Wabash National, L.P.)


3000 Main Street;


3288 Kossuth Street;


1000 Sagamore Parkway South; and


3244 McCarty Lane


Lafayette, IN


 


(Walker Stainless Equipment Company LLC)


618 W. State Street


New Lisbon, WI (with adjacent lot)


 


(Walker Stainless Equipment Company LLC)


625 W. State Street


New Lisbon, WI (includes 601 State Street)


 






    	 



    	 



    
 


(Walker Stainless Equipment Company LLC)


902 2nd Main Street


Elroy, WI


 


(Brenner Tank LLC)


450 Arlington Avenue,


Fond du Lac, WI (includes 727-739 Military Road)


 


(Garsite/Progress LLC)


400-402 East Progress Street


Arthur, IL


 






    	 



    	 



    
  


Schedule 5.1


 


Deliver to Agent each
of the financial statements, reports, or other items set forth set forth below at the following times in form satisfactory to Agent:


 


	As soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Administrative Borrower's fiscal quarters) after the end of each month during each of Administrative Borrower's fiscal years	
        (a)      an
        unaudited consolidated balance sheet, income statement, and statement of cash flow covering Administrative Borrower's and its Subsidiaries'
        operations during such period, and

        

         

        (b)      a
        Compliance Certificate.

	As soon as available, but in any event within 120 days after the end of each of Administrative Borrower's fiscal years	
        (c)      consolidated
        financial statements of Administrative Borrower and its Subsidiaries for each such fiscal year, audited by independent certified
        public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) "going concern"
        or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates
        to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an
        adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Article 7),
        except for a qualification for a change in accounting principles with which the accountant concurs, by such accountants to have
        been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement
        of cash flow and, if prepared, such accountants' letter to management), and

          

        (d)      a
        Compliance Certificate.

	As soon as available, but in any event within 45 days after the start of each of Administrative Borrower's fiscal years,	(e)      copies of Administrative Borrower's Projections, in form and substance (including as to scope and underlying assumptions) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 2 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Administrative Borrower as being such officer's good faith estimate of the financial performance of Administrative Borrower during the period covered thereby.


 






    	Schedule 5.1 - Page 1



    	 



    
  


	Promptly upon filing thereof by Administrative Borrower,	
        (f)      notice
        of the filing of Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,

          

        (g)      notice
        of any other filings made by Administrative Borrower with the SEC which have become publicly
        available, and

          

        (h)      any
        other information that is provided by Administrative Borrower to its shareholders generally.

	Promptly, but in any event within 5 days after Administrative Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	(i)      notice of such event or condition and a statement of the curative action that Borrowers propose to take with respect thereto.
	Promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Administrative Borrower or any of its Subsidiaries,	(j)      notice of all actions, suits, or proceedings brought by or against Administrative Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in liability in excess of $1,000,000 (except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage).
	Upon the request of Agent,	(k)      any other information reasonably requested relating to the financial condition of Administrative Borrower or its Subsidiaries.


 



    	Schedule 5.1 - Page 2



    	 



    

 


 


Schedule 5.2


 


Provide Agent with
each of the documents set forth below at the following times in form satisfactory to Agent:


 


	Weekly	(a)      if Excess Availability is less than 12.5% of the Maximum Revolver Amount for 3 consecutive Business Days, a Borrowing Base Certificate.
	Monthly (no later than the 20th day of each month)	(b)      if Excess Availability is not less than 12.5% of the Maximum Revolver Amount for 3 consecutive Business Days, a Borrowing Base Certificate,
	With each Borrowing Base Certificate	(c)      a detailed aging, by total, of each Borrower's Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting).
	Annually (together with annual financial statements)	(d)      a detailed list of Borrower's and its Domestic Subsidiaries' customers, with address and contact information.
	Upon request by Agent; provided that in the absence of a Default or Event of Default and when Excess Availability is not less than 12.5% of the Maximum Revolver Amount for 3 consecutive Business Days, Agent shall not request such information more than 4 times in any fiscal year	
        (e)      an
        Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other
        records,

         

        (f)      notice
        of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower's and its Domestic Subsidiaries'
        Accounts, and

         

        (g)      copies
        of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting
        documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from
        time to time.

	Upon request by Agent	(h)      such other reports as to the Collateral or the financial condition of each Borrower and its Domestic Subsidiaries, as Agent may reasonably request.


 



    	Schedule 5.2 - Page 1



    	 



    

 









Schedule 6.6


 


Nature of Business


 


Wabash National Corporation and its Subsidiaries
design, manufacture and/or market (i) standard and customized truck trailers and related transportation and industrial equipment,
and (ii) high-quality stainless steel products for the dairy, chemical, food, beverage, aviation, personal care, pharmaceutical,
sanitary, energy and nuclear industries. They also operate parts and trailer sales and service centers throughout the United States.