exv10w1






Exhibit 10.1




FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH

AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY

AGREEMENT




     FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT (this “Amendment”) dated as of May 28, 2009, by and among
Wabash National Corporation, a Delaware corporation, Wabash National, L.P., a Delaware limited
partnership, Wabash Wood Products, Inc. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas
corporation, FTSI Distribution Company, L.P., a Delaware limited partnership and Transcraft
Corporation, a Delaware corporation (collectively, “Borrowers”), Continental Transit
Corporation, an Indiana corporation, Wabash National Services, L.P., a Delaware limited
partnership, Wabash National Trailer Centers, Inc., a Delaware corporation, Wabash Financing LLC, a
Delaware limited liability company, National Trailer Funding, L.L.C., a Delaware limited liability
company, Cloud Oak Flooring Company, Inc., an Arkansas corporation, Wabash National Manufacturing,
L.P. (f/k/a Wabash National Lease Receivables, L.P.), a Delaware limited partnership (collectively,
“Guarantors”), the Lenders party hereto, and Bank of America, N.A., a Rhode Island
corporation (“Agent”), as Agent for the Lenders.



R E C I T A L S:




     WHEREAS, Agent, Lenders and Borrowers have entered into certain financing arrangements
pursuant to the Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007,
by and among Agent, the Lenders party thereto and Borrowers (as the same may have heretofore been
or may hereafter be further amended, modified, supplemented, extended, renewed, restated or
replaced (the “Loan Agreement”));



     WHEREAS, Borrowers, Agent and Lenders have entered into that certain Forbearance Agreement and
Third Amendment to Second Amended and Restated Loan and Security Agreement dated April 28, 2009, by
and among Borrowers, Guarantors, the Lenders party thereto and Agent (the “Forbearance
Agreement”); and



     WHEREAS, the Borrowers, Agent and Lenders have agreed to amend the Loan Agreement and the
Forbearance Agreement in certain respects, and the Agent and Lenders are willing to do so on the
terms and conditions specified herein.



     THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and
covenants contained herein, the parties hereto agree as follows:




SECTION 1. DEFINITIONS



     All capitalized terms used herein (including the recitals hereto) shall have the respective
meanings ascribed thereto in the Loan Agreement unless otherwise defined herein.



 









 






SECTION 2. ACKNOWLEDGMENTS



          2.1. Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees
that as of the close of business on May 28, 2009, Borrowers are, jointly and severally, indebted to
Agent and Lenders in respect of the Revolving Credit Loan in the principal amount of
$57,013,659.96. All Loans, together with interest accrued and accruing thereon, and all fees,
costs, expenses and other charges now or hereafter payable by Borrowers to Agent and Lenders, are
unconditionally owing by Borrowers to Agent and Lenders, without offset, defense or counterclaim of
any kind, nature or description whatsoever.




          2.2. Acknowledgment of Security Interests. Each Borrower hereby acknowledges, confirms and
agrees that Agent, for the benefit of itself and Lenders, has and shall continue to have valid,
enforceable and perfected first-priority liens upon and security interests in all of the real and
personal property of each Borrower and each Guarantor heretofore granted to Agent pursuant to the
Loan Agreement and the Other Agreements or otherwise granted to or held by Agent, subject only to
Permitted Liens.




          2.3. Binding Effect of Documents. Each Borrower and each Guarantor hereby acknowledges,
confirms and agrees that: (a) each of the Loan Agreement and the Other Agreements to which it is a
party has been duly executed and delivered to Agent by such Borrower and such Guarantor, and each
is and shall remain in full force and effect as of the date hereof except as modified pursuant
hereto, (b) the agreements and obligations of such Borrower or Guarantor contained in such
documents and in this Amendment constitute the legal, valid and binding obligations and liabilities
of such Borrower or Guarantor, enforceable against it in accordance with their respective terms,
and such Borrower or Guarantor has no valid defense to the enforcement of such obligations and
liabilities, and (c) Agent and Lenders are and shall be entitled to the rights, remedies and
benefits provided for under the Loan Agreement and the Other Agreements and applicable law.





SECTION 3. AMENDMENT TO FORBEARANCE AGREEMENT



          3.1. Section 3.2(a) of the Forbearance Agreement is hereby amended by amending and restating
clause (i) of such Section in its entirety as follows: “(i) July 31, 2009 or”.





SECTION 4. AMENDMENTS TO LOAN AGREEMENT



          4.1. The following new defined terms are hereby added to Appendix A of the Loan Agreement in
its respective alphabetical order therein:





     “Amendment No. 4 Date” — May 28, 2009.




     “Trailer Storage Lease” — a lease agreement between a Guarantor, as
lessor, and an lessee identified in writing to Agent and Lenders prior, to store no
more than 150 trailers owned by such lessee on the real Property owned or leased by
such Borrower.



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          4.2. The definition of “Applicable Margin” in Appendix A of the Loan Agreement is hereby
amended and restated in its entirety as follows:





     “Applicable Margin” — from the Amendment No. 4 Date, the percentages
set forth below with respect to the Base Rate Portion, the LIBOR Portion and the
Unused Line Fee.



	 	 	 	 	 
	Base Rate Portion
	 	 	2.75	%
	LIBOR Portion
	 	 	4.25	%
	Unused Line Fee
	 	 	0.25	%






          4.3. The definition of “Borrowing Base” in Appendix A of the Loan Agreement is hereby amended
by amending and restating clause (ii) of such definition in its entirety as follows:





	 	(ii)	 	an amount equal to the sum of






	 	(a)	 	85% of the net amount of Eligible
Accounts outstanding at such date; plus
	 
	 	(b)	 	the least of (i) 85% of the net
orderly liquidation percentage of Eligible Inventory at such
date and (ii) the sum of (A) 85% of the net orderly liquidation
value of Eligible Trailer Inventory at such date, plus
(B) 75% of the value of Eligible Bill and Hold Inventory at such
date, plus (C) 70% of the value of Eligible Inventory
consisting of raw materials or parts (including Bill and Hold
Inventory not constituting Eligible Bill and Hold Inventory) at
such date, plus (D) 50% of the value of Eligible
Inventory consisting of work-in-process at such date; plus

	 
	 	(c)	 	(i) at all times prior to the
Fixed Asset Election Date, the Fixed Asset Sublimit or (ii) at
all times on and after the Fixed Asset Election Date, the least
of (A) the Maximum Fixed Asset Amount or (B) the sum of (x) 85%
of the net orderly liquidation value of Eligible Equipment at
such date and (y) 65% of the fair market value of Eligible Real
Property at such date; minus
	 
	 	(d)	 	(i) $17,500,000, at all times on
or after the Amendment No. 4 Date through and including July 31,
2009 or (ii) $22,500,000, at all times after July 31, 2009.





          4.4. The definition of “Eligible Account” in Appendix A of the Loan Agreement is hereby
amended by amending and restating clause (iv) of such definition in its entirety as follows:




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     (iv) the total unpaid Accounts of the Account Debtor exceed (a) 30% of
the net amount of all Eligible Accounts in the case of Schneider National,
Inc. and its Affiliates, (b) from the Amendment No. 4 Date through and until
July 31, 2009, 50% of the net amount of all Eligible Accounts in the case of
Old Dominion Freight Line, Inc. and FedEx Freight System, Inc., (c) 30% of
the net amount of all Eligible Accounts in the case of any Account Debtor
rated 5A2 or better by Dun & Bradstreet, and the Affiliates of such Account
Debtor or (d) 20% of the net amount of all Eligible Accounts in the case of
any other Account Debtor, but in each case only to the extent of such
excess; or



          4.5. Section 8.1.3 of the Loan Agreement is hereby amended by: (i) amending clause (v) thereof
by deleting the word “and” after the semicolon, (ii) amending clause (vi) thereof by deleting the
period and adding “; and” at the end of the clause, and (iii) adding at the end thereof a new
clause (vii) to read as follows:





     (vii) On the third Business Day of each calendar week from and after the
Amendment No. 4 Date, Borrowers shall deliver to Agent, in form reasonably
acceptable to Agent, a report (1) setting forth a 13-week cash flow forecast for
Wabash and its Subsidiaries, on a Consolidated and consolidating basis, along with a
comparison of the actual and projected cash flow statements for the immediately
preceding calendar week, with appropriate supporting details and such other
supporting materials as Agent shall reasonably request and (2) identifying the
reasons for any significant variations.



          4.6. Section 8.2.9 of the Loan Agreement is hereby amended by inserting the following proviso
at the end of clause (v) thereof:





     ; provided that any Guarantor may enter into the Trailer Storage Lease on or
prior to the termination of the Forbearance Period (as defined in that certain
Forbearance Agreement and Third Amendment to Second Amended and Restated Loan and
Security Agreement dated April 28, 2009, by and among Borrowers, Guarantors, the
Lenders party thereto and Agent (as amended, restated supplemented or otherwise
modified from time to time, the “Forbearance Agreement”)) notwithstanding
the existence of the Existing Defaults (as defined in the Forbearance Agreement).



          4.7. Exhibit 7.1.16 to the Loan Agreement is hereby amended and restated in its entirety in
the form that is attached hereto.




          4.8. Exhibit 7.1.20 to the Loan Agreement is hereby amended and restated in its entirety in
the form that is attached hereto.




          4.9. Exhibit 8.1.4 to the Loan Agreement is hereby amended and restated in its entirety in the
form that is attached hereto.




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SECTION 5. COVENANTS



          5.1. Strategic Report. On or before June 15, 2009, Borrowers shall deliver to Agent a written
report detailing the strategic business alternatives, in form and substance satisfactory to Agent.




          5.2. Default Interest. Agent and Lenders hereby agree that solely during the Forbearance
Period and subject to the terms and conditions of this Amendment, Lenders shall not institute the
default rate of interest set forth in Section 2.1.2 of the Loan Agreement.





SECTION 6. REPRESENTATIONS AND WARRANTIES



     Each Borrower hereby represents, warrants and covenants as follows:



          6.1. Representations in the Loan Agreement, Other Agreements. Each of the representations and
warranties made by or on behalf of each Borrower and each Guarantor to Agent and Lenders in the
Loan Agreement or any of the Other Agreements was true and correct when made, and is, except for
the Existing Defaults (as defined in the Forbearance Agreement), true and correct on and as of the
date of this Amendment with the same full force and effect as if each of such representations and
warranties had been made by such Borrower or such Guarantor on the date hereof and in this
Amendment, except for such representations and warranties limited by their terms to a specific
earlier date, in which case such representations and warranties are true and correct as of such
earlier date.




          6.2. Binding Effect of Documents. This Amendment has been duly authorized, executed and
delivered to Agent and Lenders by each Borrower and the Consent and Reaffirmation has been duly
authorized, executed and delivered to Agent and Lenders by each Guarantor and each is enforceable
in accordance with its terms and is in full force and effect.




          6.3. No Conflict. The execution, delivery and performance of this Amendment by each Borrower
will not violate any requirement of law or contractual obligation of any Borrower and will not
result in, or require, the creation or imposition of any Lien on any of its properties or revenues.





SECTION 7. CONDITIONS TO EFFECTIVENESS OF CERTAIN PROVISIONS OF THIS AMENDMENT



          The effectiveness of the terms and provisions of Section 3.2 of this Amendment shall be
subject to the receipt by Agent of each of the following, in form and substance satisfactory to
Agent:




          7.1. an original of this Amendment, duly authorized, executed and delivered by Borrower;




          7.2. a copy of the Consent and Reaffirmation attached hereto as Exhibit A,
duly authorized, executed and delivered by each signatory thereto;




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          7.3. each agreement, document and instrument requested by Lender in connection with this
Amendment; and




          7.4. all proceedings taken in connection with the transactions contemplated by this Amendment
and all documents, instruments and other legal matters incident thereto shall be satisfactory to
Agent and its legal counsel.





SECTION 8. MISCELLANEOUS



          8.1. Effect of Amendment. Except as modified pursuant hereto, no other changes or
modifications to the Loan Agreement and the Other Agreements are intended or implied and in all
other respects the Loan Agreement and the Other Agreements hereby are ratified, restated and
confirmed by all parties hereto as of the effective date hereof. To the extent of conflict between
the terms of this Amendment, the Loan Agreement and the Other Agreements, the terms of this
Amendment shall govern and control. The Loan Agreement and this Amendment shall be read and
construed as one agreement.




          8.2. Costs and Expenses. Each Borrower absolutely and unconditionally agrees to pay to Agent,
on demand by Agent at any time, whether or not all or any of the transactions contemplated by this
Amendment are consummated: all reasonable fees and disbursements of any counsel to Agent in
connection with the preparation, negotiation, execution or delivery of this Amendment and any
agreements contemplated hereby and reasonable expenses which shall at any time be incurred or
sustained by Agent or any participant of Agent or any of their respective directors, officers,
employees or agents as a consequence of or in any way in connection with the preparation,
negotiation, execution, or delivery of this Amendment and any agreements contemplated hereby.




          8.3. Further Assurances. At Borrowers’ expense, the parties hereto shall execute and deliver
such additional documents and take such further action as may be necessary or desirable to
effectuate the provisions and purposes of this Amendment.




          8.4. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors and assigns.




          8.5. Survival of Representations and Warranties. All representations and warranties made in
this Amendment or any other document furnished in connection with this Amendment shall survive the
execution and delivery of this Amendment and such other documents, and no investigation by Agent or
any closing shall affect the representations and warranties or the right of Agent to rely upon
them.




          8.6. Release.




          (a) In consideration of the agreements of Agent and Lenders contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each
Borrower and each Guarantor executing a Consent and Reaffirmation in the form attached hereto, on
behalf of itself and its successors and assigns, and its present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys,




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employees, agents and other representatives (such Borrowers, such Guarantors and all such
other Persons being hereinafter referred to collectively as the “Releasing Parties” and
individually as a “Releasing Party”), hereby absolutely, unconditionally and irrevocably
releases, remises and forever discharges Agent and Lenders, and their respective successors and
assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent
and such Lenders and all such other Persons being hereinafter referred to collectively as the
“Releasees” and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,
accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights
of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively,
“Claims”) of every kind and nature, known or unknown, suspected or unsuspected, at law or
in equity, which any Borrower or any Guarantor or any of their respective successors, assigns, or
other legal representatives may now or hereafter own, hold, have or claim to have against the
Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arises at any time on or prior to the date of this Amendment, including, without
limitation, for or on account of, or in relation to, or in any way in connection with this
Amendment, the Loan Agreement, or the Other Agreements or transactions hereunder or thereunder.




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




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




          8.7. Covenant Not to Sue. Each of the Releasing Parties hereby absolutely, unconditionally
and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at
law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim
released, remised and discharged by any Borrower or any Guarantor pursuant to Section 8.6 above.
If any Releasing Party violates the foregoing covenant, each Borrower and each Guarantor, for
itself and its successors and assigns, and its present and former shareholders, affiliates,
subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other
representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a
result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of
such violation.




          8.8. Severability. Any provision of this Amendment held by a court of competent jurisdiction
to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment.




          8.9. Reviewed by Attorneys. Each Borrower and each Guarantor represents and warrants to Agent
and Lenders that it (a) understands fully the terms of this Amendment and the consequences of the
execution and delivery of this Amendment, (b) has been afforded an
opportunity to discuss this Amendment with, and have this Amendment reviewed by, such




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attorneys and other persons as such Borrower and such Guarantor may wish, and (c) has entered into
this Amendment and executed and delivered all documents in connection herewith of its own free will
and accord and without threat, duress or other coercion of any kind by any Person. The parties
hereto acknowledge and agree that neither this Amendment nor the other documents executed pursuant
hereto shall be construed more favorably in favor of one than the other based upon which party
drafted the same, it being acknowledged that all parties hereto contributed substantially to the
negotiation and preparation of this Amendment and the other documents executed pursuant hereto or
in connection herewith.




          8.10. Governing Law: Consent to Jurisdiction and Venue. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THE LOAN AGREEMENT AND ANY OF THE OTHER AGREEMENTS, THIS AMENDMENT, THE LOAN AGREEMENT AND THE
OTHER AGREEMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. EACH BORROWER HEREBY CONSENTS AND AGREES THAT THE
STATE OR FEDERAL COURTS LOCATED IN COOK COUNTY, ILLINOIS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR
AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY BORROWER AND AGENT AND/OR LENDERS PERTAINING TO
THIS AMENDMENT OR THE LOAN AGREEMENT OR THE OTHER AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED TO THIS AMENDMENT OR THE LOAN AGREEMENT OR ANY OF THE OTHER AGREEMENTS; AND
FURTHER PROVIDED, THAT NOTHING IN THIS AMENDMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE LENDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR
TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT OR ANY LENDER. EACH BORROWER
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN
ANY SUCH COURT, AND SUCH BORROWER HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
EACH BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED
TO SUCH BORROWER AT THE ADDRESS SET FORTH IN THE LOAN AGREEMENT AND THAT SERVICE SO MADE SHALL BE
DEEMED COMPLETED UPON THE EARLIER OF SUCH BORROWER’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
THE SAME HAS BEEN POSTED.




          8.11. Mutual Waiver of Jury Trial. THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN
ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT,
OR OTHERWISE BETWEEN LENDER AND BORROWER ARISING OUT OF, CONNECTED WITH,




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RELATED OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AMENDMENT OR THE LOAN AGREEMENT
OR THE OTHER OTHER AGREEMENTS OR THE TRANSACTIONS RELATED THERETO.




          8.12. Counterparts. This Amendment may be executed in any number of counterparts, but all of
such counterparts shall together constitute but one and the same agreement.




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     IN WITNESS WHEREOF, this Amendment is executed and delivered as of the day and year first
above written.



	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH NATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH NATIONAL, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH WOOD PRODUCTS, INC. (f/k/a WNC	 	 
	 	 	Cloud Merger Sub, Inc.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence M. Cuculic
 

Lawrence M. Cuculic
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	FTSI DISTRIBUTION COMPANY, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TRANSCRAFT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 





Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended
and Restated Loan and Security Agreement





 












 





	 	 	 	 	 	 	 
	 	 	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	CONTINENTAL TRANSIT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Lawrence M. Cuculic
 

Lawrence M. Cuculic
	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH NATIONAL SERVICES, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,	 	 
	 

	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH NATIONAL TRAILER CENTERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH FINANCING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Treasurer, Manager	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL TRAILER FUNDING, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,	 	 
	 

	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Vice President Treasurer	 	 





Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended
and Restated Loan and Security Agreement


















 





	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WABASH NATIONAL MANUFACTURING, L.P.	 	 
	 	 	(f/k/a Wabash National Lease Receivables, L.P.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Wabash National Corporation,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CLOUD OAK FLOORING COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert J. Smith
 

Robert J. Smith
	 	 
	 

	 	Title:
	 	Treasurer	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement




 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	     as Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jason Riley
 

Jason Riley
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement





 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Eric L. Moore
 

Eric L. Moore
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement






 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Evan J. Chu
 

Evan J. Chu
	 	 
	 

	 	Title:
	 	Officer	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement







 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Krista Wade
 

Krista Wade
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement






 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Michael P. Gutia
 

Michael P. Gutia
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement






 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	NATIONAL CITY BUSINESS CREDIT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd W. Milenius
 

Todd W. Milenius
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement






 









 








	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	GENERAL ELECTRIC CAPITAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rebecca L. Milligan
 

Rebecca L. Milligan
	 	 
	 

	 	Title:
	 	Duly Authorized Signatory	 	 






Signature Page to First Amendment to Forbearance Agreement and Fourth Amendment to Second Amended and Restated Loan and Security Agreement





 











 





EXHIBIT A




CONSENT AND REAFFIRMATION




          Continental Transit Corporation, an Indiana corporation, Wabash National Services, L.P., a
Delaware limited partnership, Wabash National Trailer Centers, Inc., a Delaware corporation, Wabash
Financing LLC, a Delaware limited liability company, National Trailer Funding, L.L.C., a Delaware
limited liability company, Cloud Oak Flooring Company, Inc., an Arkansas corporation, Wabash
National Manufacturing, L.P. (f/ka/ Wabash National Lease Receivables, L.P.), a Delaware limited
partnership (each, a “Guarantor” and collectively, the “Guarantors”), each hereby
(i) acknowledges receipt of a copy of the foregoing First Amendment to Forbearance Agreement and
Fourth Amendment to Second Amended and Restated Loan and Security Agreement (the
“Amendment”) among Guarantors, Wabash National Corporation, a Delaware corporation, Wabash
National, L.P., a Delaware limited partnership, Wabash Wood Products, Inc. (f/k/a WNC Cloud Merger
Sub, Inc.), an Arkansas corporation, FTSI Distribution Company, L.P., a Delaware limited
partnership and Transcraft Corporation, a Delaware corporation (collectively, the
“Borrowers”), the Lenders party thereto and Bank of America, N.A., a Rhode Island
corporation (“Agent”); (ii) consents to Borrowers’ execution and delivery of the Amendment
(iii) reaffirms its obligations under the Other Agreements to which such Guarantor is a party; (iv)
agrees to be bound by the Amendment, including Section 8.6 and Section 8.7 of the Amendment; and
(v) affirms that nothing contained in the Amendment, except as specifically stated therein, shall
modify in any respect whatsoever any Other Agreement to which it is a party.




          Although each Guarantor has been informed of the matters set forth herein and has acknowledged
and agreed to same, such Guarantor understands that Agent and Lenders have no obligation to inform
such Guarantor of such matters in the future or to seek such Guarantor’s acknowledgment or
agreement to future amendments, waivers or consents, and nothing herein shall create such a duty.




          Each of the undersigned further agrees that after giving effect to the Amendment, each
Guaranty and all such other Other Agreements shall remain in full force and effect.





 









 








     IN WITNESS WHEREOF, each Guarantor has executed this Consent and Reaffirmation on and as of
the date of the Amendment.



	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	CONTINENTAL TRANSIT CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lawrence M. Cuculic
	 

	 	 	 	 
	 	 	Name: Lawrence M. Cuculic
	 	 	Title: Secretary
	 
	 	 	 	 
	 	 	WABASH NATIONAL SERVICES, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Vice President Treasurer
	 
	 	 	 	 
	 	 	WABASH NATIONAL TRAILER CENTERS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Vice President Treasurer
	 
	 	 	 	 
	 	 	WABASH FINANCING LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Treasurer, Manager
	 
	 	 	 	 
	 	 	NATIONAL TRAILER FUNDING, L.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	Wabash National Trailer Centers, Inc.,
	 

	 	 	 	its Sole Member
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Vice President Treasurer





Signature Page to Consent and Reaffirmation to First Amendment to Forbearance Agreement and Fourth
Amendment to Second Amended and Restated Loan and Security Agreement





 









 






	 	 	 	 	 
	 	 	WABASH NATIONAL MANUFACTURING, L.P.
	 	 	(f/k/a Wabash National Lease Receivables, L.P.)
	 
	 	 	 	 
	 

	 	By:
	 	Wabash National Corporation,
	 

	 	 	 	its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Senior Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	CLOUD OAK FLOORING COMPANY, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Robert J. Smith
	 

	 	 	 	 
	 	 	Name: Robert J. Smith
	 	 	Title: Treasurer





Signature Page to Consent and Reaffirmation to First Amendment to Forbearance Agreement and Fourth
Amendment to Second Amended and Restated Loan and Security Agreement