INVESTOR
RIGHTS AGREEMENT

    


    dated
as of

    


    AUGUST
3, 2009

    


    by
and between

    


    WABASH
NATIONAL CORPORATION

    


    and

    


    TRAILER
INVESTMENTS, LLC



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Table of
Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 
      	 
      	 	
                                                    Page

                                                  	 
	 
      	 	 	 
	
                                                    Article
      I Certain Definitions

                                                  	 	 	1	 
	 
      	 	 	 	 
	
                                                    Article
      II Registration Rights

                                                  	 	 	8	 
	
                                                    Section
      2.1

                                                  	
                                                    Mandatory
      Registration

                                                  	 	 	8	 
	
                                                    Section
      2.2

                                                  	
                                                    Allowed
      Delay

                                                  	 	 	10	 
	
                                                    Section
      2.3

                                                  	
                                                    Expenses

                                                  	 	 	10	 
	
                                                    Section
      2.4

                                                  	
                                                    Company
      Obligations

                                                  	 	 	10	 
	
                                                    Section
      2.5

                                                  	
                                                    Due
      Diligence Review; Information

                                                  	 	 	13	 
	
                                                    Section
      2.6

                                                  	
                                                    Obligations
      of the Common Investors

                                                  	 	 	13	 
	
                                                    Section
      2.7

                                                  	
                                                    Indemnification

                                                  	 	 	14	 
	 
      	 	 	 	 
	
                                                    Article
      III Other Rights

                                                  	 	 	16	 
	
                                                    Section
      3.1

                                                  	
                                                    Right
      Of First Refusal

                                                  	 	 	16	 
	
                                                    Section
      3.2

                                                  	
                                                    Due
      Diligence in Connection with Subsequent Financings

                                                  	 	 	18	 
	 
      	 	 	 	 
	
                                                    Article
      IV Nomination Of Investor Directors

                                                  	 	 	18	 
	
                                                    Section
      4.1

                                                  	
                                                    Interim
      Appointment of Investor Directors

                                                  	 	 	18	 
	
                                                    Section
      4.2

                                                  	
                                                    Continuing
      Designation of Investor Directors

                                                  	 	 	19	 
	
                                                    Section
      4.3

                                                  	
                                                    Termination
      of Investor Director Designation Rights

                                                  	 	 	19	 
	
                                                    Section
      4.4

                                                  	
                                                    Resignation;
      Removal; Vacancies

                                                  	 	 	19	 
	
                                                    Section
      4.5

                                                  	
                                                    Fees
      and Expenses

                                                  	 	 	19	 
	
                                                    Section
      4.6

                                                  	
                                                    Board
      Observer

                                                  	 	 	19	 
	
                                                    Section
      4.7

                                                  	
                                                    Subsidiary
      Boards; Committees

                                                  	 	 	20	 
	
                                                    Section
      4.8

                                                  	
                                                    Reporting
      Information

                                                  	 	 	20	 
	
                                                    Section
      4.9

                                                  	
                                                    Directors
      and Officers Insurance; Indemnification Agreements

                                                  	 	 	20	 
	 
      	 	 	 	 
	
                                                    Article
      V Consent Rights

                                                  	 	 	20	 
	
                                                    Section
      5.1

                                                  	
                                                    Approval
      of the Majority Trailer Investors

                                                  	 	 	20	 
	
                                                    Section
      5.2

                                                  	
                                                    Affirmative
      Covenants

                                                  	 	 	23	 
	 	 	 	 	 
	Article
      VI Information Rights	 	 	24	 
	
                                                    Section
      6.1

                                                  	
                                                    Delivery
      of Financial Statements

                                                  	 	 	24	 
	
                                                    Section
      6.2

                                                  	
                                                    Inspection

                                                  	 	 	25	 
	
                                                    Section
      6.3

                                                  	
                                                    Budget

                                                  	 	 	26	 
	 
      	 	 	 	 
	
                                                    Article
      VII Events of Default; Remedies

                                                  	 	 	26	 
	
                                                    Section
      7.1

                                                  	
                                                    Events
      of Default

                                                  	 	 	26	 
	
                                                    Section
      7.2

                                                  	
                                                    Remedies

                                                  	 	 	27	 
	 
      	 	 	 	 
	
                                                    Article
      VIII Indemnity; Expenses

                                                  	 	 	28	 
	
                                                    Section
      8.1

                                                  	
                                                    Indemnity

                                                  	 	 	28	 
	
                                                    Section
      8.2

                                                  	
                                                    Expenses

                                                  	 	 	28	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    Table of
Contents

    (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	 	
                                Page

                              	 
	 
      	 	 	 
	
                                Article
      IX Miscellaneous

                              	 	 	29	 
	
                                Section
      9.1

                              	
                                Amendments
      and Waivers

                              	 	 	29	 
	
                                Section
      9.2

                              	
                                Limitations
      under Senior Credit Agreement.

                              	 	 	29	 
	
                                Section
      9.3

                              	
                                Notices

                              	 	 	29	 
	
                                Section
      9.4

                              	
                                Assignments
      and Transfers by Investors

                              	 	 	30	 
	
                                Section
      9.5

                              	
                                Assignments
      and Transfers by the Company

                              	 	 	30	 
	
                                Section
      9.6

                              	
                                Benefits
      of the Agreement

                              	 	 	30	 
	
                                Section
      9.7

                              	
                                Counterparts;
      Facsimiles and Electronic Copies

                              	 	 	31	 
	
                                Section
      9.8

                              	
                                Titles
      and Subtitles

                              	 	 	31	 
	
                                Section
      9.9

                              	
                                Severability

                              	 	 	31	 
	
                                Section
      9.10

                              	
                                No
      Strict Construction

                              	 	 	31	 
	
                                Section
      9.11

                              	
                                Further
      Assurances

                              	 	 	31	 
	
                                Section
      9.12

                              	
                                Entire
      Agreement

                              	 	 	31	 
	
                                Section
      9.13

                              	
                                Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial

                              	 	 	32	 


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INVESTOR RIGHTS
AGREEMENT

     

    This
INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made
and entered into as of August 3, 2009 by and between Wabash National
Corporation, a Delaware corporation (the “Company”), and
Trailer Investments, LLC, a Delaware limited liability company (“Trailer”).  Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings
ascribed to such terms in Article
I.

    


    WHEREAS,
Trailer is party to that certain Securities Purchase Agreement, dated as of July
17, 2009, by and between the Company and Trailer (the “Purchase Agreement”);
and

     

    WHEREAS,
as a condition to entering into the Purchase Agreement, Trailer and the Company
have agreed to enter into this Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual promises made herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    ARTICLE
I


     

    CERTAIN
DEFINITIONS

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    “Additional Shares”
has the meaning set forth in Section
2.1(b).

     

    “Affiliate” means (i)
with respect to the Company, (A) any other Person (other than the Subsidiaries
of the Company) which directly or indirectly through one or more intermediaries
Controls, is Controlled by, or is under common Control with, such Person, (B)
any Person that owns more than 5% of the outstanding stock of the Company, and
(C) any officer, director or employee of the Company, its Subsidiaries or any
Person described in subclause (A) or (B) above with a base salary in excess of
$100,000 per year or with any individual related by blood, marriage or adoption
to such officer, director or employee, and (ii) with respect to any Person other
than the Company, any other Person which directly or indirectly through one or
more intermediaries Controls, is Controlled by, or is under common Control with,
such first Person.

     

    “Agreement” has the
meaning set forth in the preamble.

     

    “Allowed Delay” has
the meaning set forth in Section
2.2.

     

    “Audit Committee” has
the meaning set forth in Section
4.6.

     

    “Availability Date”
has the meaning set forth in Section
2.4(a)(ix).

     

    “Blackout Period” has
the meaning set forth in Section
7.2.

     

    “Blue Sky Application”
has the meaning set forth in Section
2.7(a).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Board” means the
board of directors of the Company.

     

    “Board Observer” has
the meaning set forth in Section
4.6.

     

    “Business Day” means a
day, other than a Saturday or Sunday, on which banks in New York, New York are
open for the general transaction of business.

     

    “Certificate of
Designation” means the Series E Certificate of Designation, the Series F
Certificate of Designation or the Series G Certificate of Designation, as
applicable, and “Certificates of
Designation” means each of the foregoing, collectively.

     

    “Change of Control”
has the meaning set forth in the Series E Certificate of
Designation.

     

    “Closing Date” means
the date hereof.

     

    “Common Expiration
Date” means the date on which the Trailer Investors cease to hold, or
cease to “beneficially own” (within the meaning of Rule 13d-3 under the Exchange
Act) at least 10% of the issued and outstanding Common Stock of the
Company.

     

    “Common Investors”
means, collectively, (a) the Trailer Investors, to the extent that the Trailer
Investors then hold the Warrant and/or any Registrable Securities, and (b) the
Investors who beneficially own a number of Registrable Securities (including,
for this purpose, Registrable Securities issuable upon exercise of a Warrant
then held by each such Investor) equal to or greater than one-third of the
Registrable Securities that were issuable pursuant to the Warrant on the date
hereof.

     

    “Common Stock” means
the Company’s common stock, par value $0.01 per share, and any securities into
which such shares may hereinafter be reclassified.

     

    “Company Indemnified
Person” has the meaning set forth in Section
2.7(b).

     

    “Company” has the
meaning set forth in the preamble.

     

    “Control” (including
the terms “Controlling,” “Controlled by” or “under common Control with”) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

     

    “Effectiveness Period”
has the meaning set forth in Section
2.4(a)(i).

     

    “Election Period” has the meaning set forth in Section 3.1(c).

     

    “Event of Default” has
the meaning set forth in Section
7.1.

     

    “Exchange Act” means
the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “Fair Market Value”
means, for the purposes of valuing the Common Stock, the average of the closing
prices of the Common Stock on the New York Stock Exchange reporting system or on
the principal stock exchange where Common Stock is traded (as reported in The Wall Street Journal) for
a period of five days consisting of (i) for the purposes of Section 3.1, the date
on which the Subsequent Financing Notice is delivered and the four consecutive
trading days prior to such date, and (ii) for the purposes of Section 7.2, (A) the
date on which the Repurchase Request is delivered or (B) the date on which an
Event of Default first occurs, as applicable, and the four consecutive trading
days prior to such date; provided that, in
each case, if the Common Stock is not traded on any exchange or over-the-counter
market, then the Fair Market Value shall be jointly determined in good faith by
the Board and the Majority Common Investors.

     

    “Filing Deadline” has
the meaning set forth in Section
2.1(a).

     

    “Financial Performance
Levels” means any financial covenant (as such term is commonly understood
with respect to credit agreements) as may be in force from time to time under
the Senior Loan Agreement after the relevant test contained in such financial
covenant has been modified by 5% in favor of the Company and its
Subsidiaries.

     

    “GAAP” means United
States generally accepted accounting principles, consistently applied, as in
effect from time to time.

     

    “Governance Committee”
has the meaning set forth in Section
4.1.

     

    “Indebtedness” means,
without duplication, all obligations (including all obligations for principal,
interest, premiums, penalties, fees, and breakage costs) of the Company and its
Subsidiaries (i) in respect of indebtedness for money borrowed (whether current,
short-term or long-term, secured or unsecured, and including all overdrafts and
negative cash balances) and indebtedness evidenced by notes, debentures, bonds
or other similar instruments for the payment of which the Company or any of its
Subsidiaries is responsible or liable; (ii) issued or assumed as the deferred
purchase price of property or services, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable and other accrued current liabilities arising in the ordinary course of
business); (iii) under leases required to be capitalized in accordance with
GAAP; (iv) secured by a Lien against any of its property or assets; (v) for
bankers’ acceptances or similar credit transactions issued for the account of
the Company or any of its Subsidiaries; (vi) under any currency or interest rate
swap, hedge or similar protection device; (vii) under any letters of credit,
performance bonds or surety obligations; (viii) under any capital debts,
deferred maintenance capital expenditures, distributions payable or income taxes
payable; and (ix) in respect of all obligations of other Persons of the type
referred to in clauses (i) through (viii) the payment of which the Company or
any of its Subsidiaries is responsible or liable, directly or indirectly, as
obligor, guarantor, surety or otherwise, including guarantees of such
obligations.

     

    “Indemnified
Liabilities” has the meaning set forth in Section
8.1.

     

    “Initial Registration
Statement” has the meaning set forth in Section
2.1(a).

     

    “Investor” or “Investors” means, as
applicable, Trailer and/or any of its Permitted Transferees.

     

    “Investor Directors”
has the meaning set forth in Section
4.1.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Investor Director
Seats” has the meaning set forth in Section
4.1.

     

    “Investor Indemnified
Person” has the meaning set forth in Section
2.7(a).

     

    “Leverage Ratio” has
the meaning set forth in Section
5.1(a)(v).

     

    “Lien” means any
mortgage, pledge, lien, deed of trust, conditional sale or other title retention
agreement, charge or other security interest or encumbrance securing obligations
for the payment of money.

     

    “Majority Common
Investors” means the Common Investors from time to time holding at least
a majority, in the aggregate, of the Registrable Securities then outstanding and
the rights to acquire Registrable Securities.

     

    “Majority Preferred
Investors” means the Investors from time to time holding at least a
majority of the Preferred Stock then outstanding.

     

    “Majority Trailer
Investors” means the Trailer Investors from time to time holding (i) at
least a majority of the Preferred Stock then held by all Trailer Investors or
(ii) at least a majority, in the aggregate, of the Registrable Securities then
held by all Trailer Investors and the rights to acquire Registrable Securities
then held by all Trailer Investors.

     

    “NYSE Limitation”
means the maximum number of securities of the Company that could be issued by
the Company to the Trailer Investors without triggering a requirement to obtain
the approval of the Company’s shareholders of such issuance pursuant to Section
312.03 of the New York Stock Exchange Listed Company Manual, as in effect on the
date of issuance of such shares of Common Stock.

     

    “Outside Date” has the
meaning set forth in Section
7.2.

     

    “Permitted Transferee”
means (i) with respect to the Preferred Stock, any Person who acquires all or
any portion of the Preferred Stock from Trailer (or any other Permitted
Transferee) after the Closing Date, and (ii) with respect to the Warrant or the
Warrant Shares, any Person who acquires all or any portion of the Warrant or the
Registrable Securities from Trailer (or any other Permitted Transferee)
following the Closing Date.  Any such transferee shall become bound by
the terms of this Agreement as an additional Preferred Investor, Investor and/or
Common Investor, as applicable, by executing and delivering to the Company a
joinder agreement in form and substance reasonably acceptable to the Company and
such transferee.  The Company shall be furnished with at least three
Business Days’ prior written notice of the name and address of such transferee
and the Securities being Transferred, the representation by the transferee that
such Transfer is being made in accordance with the applicable requirements of
this Agreement and with all laws applicable thereto.  Following the
execution and delivery of such joinder agreement by the Company and such
transferee, such transferee shall constitute one of the Preferred Investors,
Investors and/or Common Investors, as applicable, referred to in this Agreement
and shall have all of the rights and obligations of a Preferred Investor,
Investor and/or Common Investor, as applicable, hereunder.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Person” means any
individual, corporation, partnership, limited liability company, trust, business
trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or other form of entity not
specifically listed in this definition.

     

    “Preferred Expiration
Date” means the date on which the Trailer Investors cease to hold at
least a majority of the Preferred Stock then outstanding.

     

    “Preferred Investors”
means, collectively, the Investors from time to time holding the shares of
Preferred Stock then outstanding.

     

    “Preferred Stock”
means, collectively, the Series E Preferred, the Series F Preferred and the
Series G Preferred, if any.

     

    “Pro Rata Portion” has
the meaning set forth in Section
3.1(d).

     

    “Prospectus” means the
prospectus included in a Registration Statement, as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement and
by all other amendments and supplements to such prospectus, including
post-effective amendments and all material incorporated by reference in such
prospectus.

     

    “Purchase Agreement”
has the meaning set forth in the recitals to this Agreement.

     

    “Put Purchase Price”
has the meaning set forth in Section
7.2(b).

     

    “Put Shares” has the
meaning set forth in Section
7.2(b).

     

    “Register,” “registered” and
“registration”
refer to a registration made by preparing and filing a Registration Statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such Registration Statement or
document.

     

    “Registrable
Securities” means, collectively, (i) the Warrant Shares and (ii) any
other securities issued or issuable with respect to or in exchange for
Registrable Securities; provided that a
security shall cease to be a Registrable Security upon (A) sale pursuant to a
Registration Statement or Rule 144 under the Securities Act, or (B) such
security becoming eligible for sale by the Investor pursuant to Rule
144(b)(i)(1).

     

    “Registration
Statement” means any registration statement of the Company filed under
the Securities Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement (including the Initial Registration
Statement, the New Registration Statement, if any, and any Remainder
Registration Statements), amendments and supplements to such registration
statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such registration statement.

     

    “Repurchase Request”
has the meaning set forth in Section
7.2(b).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Restricted Payment”
means: (i) any dividend, other distribution, repurchase or redemption, direct or
indirect, on account of any shares of any class of stock of the Company or any
of its Subsidiaries now or hereafter outstanding; (ii) any payment or prepayment
of principal of, premium, if any, or interest on, or any redemption, conversion,
exchange, retirement, defeasance, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock of the Company or any of its Subsidiaries now or hereafter outstanding;
(iii) any payment made to retire, or to obtain the surrender of, any outstanding
warrants, options or other rights to acquire shares of any class of stock of the
Company or any of its Subsidiaries now or hereafter outstanding; and (iv) any
payment by the Company or any of its Subsidiaries or of any management,
consulting or any fees to any Affiliate of the Company, whether pursuant to a
management agreement or otherwise, excluding customary compensation of employees
of the Company and its Subsidiaries.

     

    “Rule 415” means Rule
415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same effect as such Rule.

     

    “SEC” means the United
States Securities and Exchange Commission.

     

    “SEC Filings” means,
collectively, all reports, schedules, forms, statements and other documents
required to be filed by the Company under the Securities Act or the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the prior
two-year period.

     

    “SEC Guidance” means
(i) any publicly-available written or oral guidance, comments, requirements or
requests of the SEC staff and (ii) the Securities Act.

     

    “Securities” means,
collectively, (i) the shares of Preferred Stock issued pursuant to the Purchase
Agreement, (ii) the Warrant issued pursuant to the Purchase Agreement, and (iii)
the Warrant Shares issued upon exercise of the Warrant.

     

    “Securities Act” means
the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

     

    “Senior Loan
Agreement” means the Company’s Second Amended and Restated Loan and
Security Agreement, dated as of March 6, 2007, as amended by the Credit
Agreement Amendment, dated as of July 17, 2009 (as amended, modified or
otherwise restated from time to time) (the “Existing Loan
Agreement”), and any agreement relating to a refinancing, replacement or
substitution of the loans under the Existing Loan Agreement or any subsequent
Senior Loan Agreement.

     

    “Senior Loan
Documents” means the “Loan Documents” as defined in the Existing Loan
Agreement and any other equivalent or similar term used in any subsequent Senior
Loan Agreement.

     

    “Series E Certificate of
Designation” means the Certificate of Designation of Rights, Preferences,
Privileges and Restrictions of Series E Preferred, in the form attached as Exhibit D to the
Purchase Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Series E Preferred”
means Series E Redeemable Preferred Stock of the Company, par value $0.01 per
share, having the rights, preferences, privileges and restrictions set forth in
the Series E Certificate of Designation, together with any securities into which
such shares may be reclassified.

     

    “Series F Certificate of
Designation” means the Certificate of Designation of Rights, Preferences,
Privileges and Restrictions of Series F Preferred, in the form attached as Exhibit E to the
Purchase Agreement.

     

    “Series F Preferred”
means Series F Redeemable Preferred Stock of the Company, par value $0.01 per
share, having the rights, preferences, privileges and restrictions set forth in
the Series E Certificate of Designation, together with any securities into which
such shares may be reclassified.

     

    “Series G Certificate of
Designation” means the Certificate of Designation of Rights, Preferences,
Privileges and Restrictions of Series G Preferred, in the form attached as Exhibit F to the
Purchase Agreement.

     

    “Series G Preferred”
means the Series G Redeemable Preferred Stock, par value $0.01 per share, having
the rights, preferences, privileges and restrictions set forth in the Series G
Certificate of Designation, together with any securities into which such shares
may be reclassified.

     

    “Specified Event of
Default” means any Event of Default described in Section 7.1(a), Section 7.1(b), Section 7.1(c), Section 7.1(d), Section 7.1(e) (provided that, in the
case of any Event of Default arising out of Section 5.1 or Article VI, such
Event of Default arose out of any intentional or willful action or omission
taken or suffered by the Company or any of its Subsidiaries) or Section 7.1(f) (provided that, in the
case of any Event of Default arising out of Section 5.2, such
Event of Default arose out of any intentional or willful action or omission
taken or suffered by the Company or any of its Subsidiaries).

     

    “Sub Board” has the
meaning set forth in Section
4.7.

     

    “Subsequent
Financing” means any private issuance of
debt or equity securities or other private financing transaction that, in each
case, is consummated by the Company (or any of its Subsidiaries, as applicable)
following the Closing Date; provided that any issuance of debt securities pursuant to the
Senior Loan Agreement shall not constitute a Subsequent Financing under this
Agreement.

     

    “Subsequent Financing
Notice” has the meaning set forth in
Section
3.1(b).

     

    “Subsidiary,” when
used with respect to any Person, means any other Person of which (i) in the
case of a corporation, at least (A) a majority of the equity and (B) a majority
of the voting interests are owned or Controlled, directly or indirectly, by such
first Person, by any one or more of its Subsidiaries, or by such first Person
and one or more of its Subsidiaries or (ii) in the case of any Person other
than a corporation, such first Person, one or more of its Subsidiaries, or such
first Person and one or more of its Subsidiaries (A) owns a majority of the
equity interests thereof and (B) has the power to elect or direct the election
of a majority of the members of the governing body thereof.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    “Total Value” means,
at any particular time and with respect to any Investor, an amount equal to (i)
the aggregate Fair Market Value of any Warrant Shares held by such Investor at
such time, plus
(ii) the aggregate Fair Market Value of any Warrant Shares issuable to such
Investor upon exercise of the Warrant by such Investor at such time, plus (iii) the
aggregate liquidation value (plus accumulated, accrued and unpaid dividends) of
the Preferred Shares held by such Investor at such time.

     

    “Trailer” has the
meaning set forth in the preamble.

     

    “Trailer Investors”
means (i) Trailer and (ii) any other Person that is a Permitted Transferee of
Trailer that is an Affiliate of Trailer (including for this purpose only any
investor (and its Affiliates) in any investment fund managed by Lincolnshire
Management, Inc.).

     

    “Transaction
Documents” means this Agreement, the Certificates of Designation, the
Warrant, the Purchase Agreement and all other documents delivered or required to
be delivered by any party hereto pursuant to the Purchase
Agreement.

     

    “Transfer” means any
transfer, sale, assignment, pledge, conveyance, loan, hypothecation or other
encumbrance or disposition of the Warrant, the Warrant Shares and/or the
Preferred Stock.

     

    “Transfer Agent” has
the meaning set forth in Section
2.4(b).

     

    “Warrant” means,
collectively, (i) the Warrant to purchase shares of Common Stock issued to
Trailer pursuant to the Purchase Agreement on the date hereof, the form of which
is attached to the Purchase Agreement as Exhibit A thereto,
and (ii) any warrants issued in replacement or exchange, or in connection with a
Transfer, thereof.

     

    “Warrant Shares” means
the shares of Common Stock issuable upon the exercise of the
Warrant.

     

    ARTICLE
II


     

    REGISTRATION
RIGHTS

     

    Section
2.1           Mandatory
Registration.

     

    (a)           Promptly,
but no later than thirty days after, the Closing Date (the “Filing Deadline”),
the Company shall prepare and file with the SEC one Registration Statement on
Form S-3 (or, if Form S-3 is not then available to the Company, then on (i) Form
S-1 or (ii) such other form of registration statement as is then available to
effect a registration for resale of the Registrable Securities, subject, in the
case of clause (ii) above, to the Majority Common Investors’ prior written
consent), covering the resale of the Registrable Securities in an amount at
least equal to the Warrant Shares (the “Initial Registration
Statement”).  The Initial Registration Statement also shall
cover, to the extent allowable under the Securities Act and the rules
promulgated thereunder (including Rule 416), such indeterminate number of
additional shares of Common Stock resulting from stock splits, stock dividends,
similar transactions or other adjustments provided for in the Warrant with
respect to the Registrable Securities.  The Initial Registration
Statement shall not include any shares of Common Stock or other securities for
the account of any other holder without the prior written consent of the
Majority Common Investors.  Each Registration Statement (and each
amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 2.4(a)(iii)
to the Common Investors and their counsel prior to its filing or other
submission.


    
      
         


      

      
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    (b)           At
such time as additional shares of Common Stock (“Additional Shares”)
become issuable upon the exercise of the Warrant (whether due to an adjustment
under the Warrant or otherwise), the Company shall prepare and file with the SEC
one or more Registration Statements on Form S-3 or amend any Registration
Statement filed pursuant to Section 2.1(a), if
such Registration Statement has not previously been declared effective (or, if
Form S-3 is not then available to the Company, then on (i) Form S-1 or (ii) such
other form of registration statement as is then available to effect a
registration for resale of such Additional Shares, subject, in the case of
clause (ii) above, to the Majority Common Investors’ prior written consent)
covering the resale of the Additional Shares, but only to the extent the
Additional Shares are not at the time covered by an effective Registration
Statement.  Such Registration Statement also shall cover, to the
extent allowable under the Securities Act and the rules promulgated thereunder
(including Rule 416), such indeterminate number of additional shares of Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Additional Shares.  Such Registration Statement shall
not include any shares of Common Stock or other securities for the account of
any other holder without the prior written consent of the Majority Common
Investors.

     

    (c)           Notwithstanding
the registration obligations set forth in this Section 2.1, in the
event that the SEC informs the Company that all of the Registrable Securities
may not, as a result of the application of Rule 415 or any other applicable
securities law, rule or regulation, be registered for resale as a secondary
offering on a single registration statement, the Company agrees to (i) promptly
inform each of the Common Investors thereof, and (ii) use all best efforts to
promptly file amendments to the Initial Registration Statement as required by
the Commission and/or (iii) promptly withdraw the Initial Registration Statement
and promptly file a new registration statement (a “New Registration
Statement”), in either case, covering the maximum number of Registrable
Securities permitted to be registered by the SEC, on Form S-3 or such other form
available to register for resale the Registrable Securities as a secondary
offering; provided, however, that prior
to filing such amendment or New Registration Statement, the Company shall be
obligated to use all reasonable best efforts to advocate with the SEC for the
registration of all of the Registrable Securities in accordance with the SEC
Guidance, including the Manual of Publicly Available Telephone Interpretations
D.29.  In the event that the Company amends the Initial Registration
Statement or files a New Registration Statement, as the case may be, under
clauses (ii) or (iii) above, the Company will use all reasonable best efforts to
file with the SEC, as promptly as allowed by the SEC or the SEC Guidance
provided to the Company or to registrants of securities in general, one or more
registration statements on Form S-3 or such other form available to register for
resale those Registrable Securities that were not registered for resale on the
Initial Registration Statement, as amended, or the New Registration Statement
(the “Remainder
Registration Statements”).


    
      
         


      

      
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    Section
2.2           Allowed Delay. For
not more than twenty consecutive days or for a total of not more than forty-five
days in any twelve-month period, the Company may delay the disclosure of
material non-public information concerning the Company by suspending the use of
any Prospectus included in any registration contemplated by Section 2.1, containing such
information, the disclosure of which at the time is not, in the good faith
opinion of the Board, in the best interests of the Company (an “Allowed Delay”); provided that the Company shall
promptly (a) notify the Common Investors in writing of the existence of (but in
no event, without the prior written consent of an Investor, shall the Company
disclose to such Investor any of the facts or circumstances regarding) material
non-public information giving rise to an Allowed Delay, (b) advise the Common
Investors in writing to cease all sales under a Registration Statement until the
end of the Allowed Delay and (c) use all reasonable best efforts to terminate an
Allowed Delay as promptly as practicable.

     

    Section
2.3           Expenses. The Company
will pay all expenses associated with the registration contemplated by Section 2.1, including filing and
printing fees, the Company’s counsel and accounting fees and expenses, costs
associated with clearing the Registrable Securities for sale under applicable
state securities laws, listing fees, reasonable fees and expenses of one counsel
to the Common Investors, underwriters’ fees and expenses, and the Common
Investors’ reasonable out-of-pocket expenses in connection with the
registration, but excluding discounts, commissions, selling brokers, dealer
managers or similar securities industry professionals with respect to the
Registrable Securities being sold.

     

    Section
2.4           Company
Obligations.

     

    (a)           The
Company will use all reasonable best efforts to effect the registration of the
Registrable Securities in accordance with the terms hereof, and pursuant thereto
the Company will, as expeditiously as possible (but subject to the limitations
set forth set forth in Section
2.2):

     

    (i)           use
all reasonable best efforts to cause such Registration Statement to become
effective and to remain continuously effective for a period that will terminate
upon the earlier of (A) the date on which all Registrable Securities covered by
such Registration Statement have been sold, and (B) the date on which all
Registrable Securities covered by such Registration Statement may be sold
pursuant to Rule 144(b)(i)(1) (the “Effectiveness
Period”), and advise the Common Investors in writing when the
Effectiveness Period has expired;

     

    (ii)          prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement and the Prospectus as may be necessary to keep such
Registration Statement continuously effective, supplemented and amended for the
Effectiveness Period and to comply with the provisions of the Securities Act and
the Exchange Act with respect to the distribution of all of the Registrable
Securities covered thereby;

     

    (iii)         provide
copies to and permit counsel designated by the Common Investors to review each
Registration Statement and all amendments and supplements thereto no fewer than
five Business Days prior to their filing with the SEC and not file any document
to which such counsel reasonably objects;


    
      
         


      

      
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    (iv)        furnish
to the Common Investors and their legal counsel (A) promptly after the same is
prepared and publicly distributed, filed with the SEC, or received by the
Company (but not later than three Business Days after the filing date, receipt
date or sending date, as the case may be) one copy of each Registration
Statement and any amendment thereto, each preliminary prospectus, free-writing
prospectus and Prospectus and each amendment or supplement thereto, and each
letter written by or on behalf of the Company to the SEC or the staff of the
SEC, and each item of correspondence from the SEC or the staff of the SEC, in
each case, relating to such Registration Statement (other than any portion
thereof which contains information for which the Company has sought confidential
treatment), and (B) such number of copies of a Prospectus, including a
preliminary prospectus, any free-writing prospectus and all amendments and
supplements thereto and such other documents as each Common Investor may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Common Investor that are covered by each Registration
Statement;

     

    (v)         use
all reasonable best efforts to (A) prevent the issuance of any stop order or
other suspension of effectiveness and, (B) if such order is issued, obtain the
withdrawal of any such order at the earliest possible moment;

     

    (vi)        prior
to any public offering of Registrable Securities, use all reasonable best
efforts to register or qualify or cooperate with the Common Investors and their
counsel in connection with the registration or qualification of such Registrable
Securities for offer and sale under the securities or blue sky laws of such
jurisdictions requested by the Common Investors and do any and all other acts or
things necessary or advisable to enable the distribution in such jurisdictions
of the Registrable Securities covered by each Registration Statement; provided, however, that the
Company shall not be required in connection therewith or as a condition thereto
to (A) qualify to do business in any jurisdiction where it would not otherwise
be required to qualify but for this Section 2.4(a)(vi),
(B) subject itself to general taxation in any jurisdiction where it would not
otherwise be so subject but for this Section 2.4(a)(vi),
or (C) file a general consent to service of process in any such
jurisdiction;

     

    (vii)       use
all reasonable best efforts to cause all Registrable Securities covered by each
Registration Statement to be listed on each securities exchange, interdealer
quotation system or other market on which similar securities issued by the
Company are then listed;

     

    (viii)      promptly
notify the Common Investors, at any time when a Prospectus relating to
Registrable Securities is required to be delivered under the Securities Act
(including during any period when the Company is in compliance with Rule 172),
upon discovery that, or upon the happening of any event as a result of which,
the Prospectus included in any Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, and at the request
of any Common Investor, promptly prepare, file with the SEC pursuant to Rule 172
and furnish to such Common Investor a supplement to or an amendment of such
Prospectus as may be necessary so that such Prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;


    
      
         


      

      
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    (ix)         otherwise
use all reasonable best efforts to comply with all applicable rules and
regulations of the SEC under the Securities Act and the Exchange Act, including
Rule 172, notify the Common Investors promptly if the Company no longer
satisfies the conditions of Rule 172 and take such other actions as may be
reasonably necessary to facilitate the registration of the Registrable
Securities hereunder; and make available to its security holders, as soon as
reasonably practicable, but not later than the Availability Date (as defined
below), an earnings statement covering a period of at least twelve months,
beginning after the effective date of each Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act, including Rule 158 promulgated thereunder (for the purpose of
this Section
2.4(a)(ix), “Availability Date”
means the 45th day following the end of the fourth fiscal quarter that includes
the effective date of such Registration Statement, except that, if such fourth
fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date”
means the 90th day after the end of such fourth fiscal quarter);
and

     

    (x)          use
all reasonable best efforts to take all other steps necessary or reasonably
required to effect the registration of the Registrable Securities covered by
each Registration Statement contemplated hereby.

     

    (b)           Upon
the earlier of (i) Rule 144(b)(i) or (b)(iv) becoming available the Company,
(ii) any sale pursuant to Rule 144 (assuming the transferor is not an Affiliate
of the Company) or (iii) such time as a legend is no longer required under
applicable requirements of the Securities Act (including controlling judicial
interpretations and pronouncements issued by the SEC), the Company shall (A)
deliver to the transfer agent for the Common Stock (the “Transfer Agent”)
irrevocable instructions that the Transfer Agent shall reissue a certificate
representing shares of Common Stock without legends upon receipt by such
Transfer Agent of the legended certificates for such shares, together with
either (1) a customary representation by each Common Investor that Rule
144(b)(i), Rule 144(b)(iv) or Rule 144 applies to the shares of Common Stock
represented thereby or (2) in connection with any sale of Common Stock by the
Common Investors pursuant to the registration contemplated by this Agreement,
and (B) cause its counsel to deliver to the Transfer Agent one or more blanket
opinions to the effect that the removal of such legends in such circumstances
may be effected under the Securities Act.  From and after the earlier
of such dates, upon the Majority Common Investors’ written request, the Company
shall promptly cause certificates evidencing the Majority Common Investors’
Securities to be replaced with certificates which do not bear such restrictive
legends, and Warrant Shares subsequently issued upon due exercise of the Warrant
shall not bear such restrictive legends provided the provisions of clause (i)
above are satisfied with respect to such Warrant Shares.  When the
Company is required to cause unlegended certificates to replace previously
issued legended certificates, if unlegended certificates are not delivered to
the Common Investor within three Business Days of submission by such Common
Investors of legended certificate(s) to the Transfer Agent as provided above (or
to the Company, in the case of the Warrant), then the Company shall be liable to
the Common Investors for liquidated damages in an amount equal to 2.0% of the
aggregate purchase price of the Securities evidenced by such certificate(s) for
each thirty-day period (or portion thereof) beyond such three Business Day
period that the unlegended certificates have not been so
delivered.


    
      
         


      

      
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    (c)           With
a view to making available to the Common Investors the benefits of Rule 144 (or
its successor rule) and any other rule or regulation of the SEC that may at any
time permit the Common Investors to sell shares of Common Stock to the public
without registration, the Company covenants and agrees to:  (i) make
and keep public information available, as those terms are understood and defined
in Rule 144, until the earlier of (A) six months after such date as all of the
Registrable Securities may be resold pursuant to Rule 144(b)(i)(1) or any other
rule of similar effect or (B) such date as all of the Registrable Securities
shall have been resold; (ii) file with the SEC in a timely manner all reports
and other documents required of the Company under the Exchange Act; and (iii)
furnish to each Common Investor upon request, as long as such Common Investor
owns any Registrable Securities, (A) a written statement by the Company that it
has complied with the reporting requirements of the Exchange Act, (B) a copy of
the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form
10-Q, and (C) such other information as may be reasonably requested in order to
avail such Common Investor of any rule or regulation of the SEC that permits the
selling of any such Registrable Securities without registration.

     

    Section
2.5           Due Diligence Review;
Information.

     

    (a)           Upon
reasonable prior notice, the Company shall make available, during normal
business hours, for inspection and review by the Common Investors and the
representatives of and advisors to the Common Investors, all financial and other
records, all SEC Filings and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company’s officers, directors and
employees, within a reasonable time period, to supply all such information
reasonably requested by the Common Investors or any such representative or
advisor, in each case, in connection with each Registration Statement (including
in response to all questions and other inquiries reasonably made or submitted by
any of them), prior to and from time to time after the filing and effectiveness
of such Registration Statement for the sole purpose of enabling the Common
Investors and such representatives and advisors and their respective accountants
and attorneys to conduct initial and ongoing due diligence with respect to the
Company and the accuracy of such Registration Statement.

     

    (b)           The
Company shall not disclose material non-public information to the Common
Investors, or to advisors to or representatives of the Common Investors, unless
prior to disclosure of such information the Company identifies such information
as being material non-public information and provides the Common Investors, such
advisors and representatives with the opportunity to accept or refuse to accept
such material non-public information for review and any Common Investor wishing
to obtain such information enters into an appropriate confidentiality agreement
with the Company with respect thereto; provided, however, that the
foregoing shall not restrict the Company from disclosing material non-public
information to any director or Board Observer, or to their advisors or
representatives.

     

    Section
2.6           Obligations of the Common
Investors.

     

    (a)           Each
Common Investor shall promptly furnish in writing to the Company such
information regarding itself and the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the
Company may reasonably request.  At least ten Business Days prior to
the first anticipated filing date of each Registration Statement, the Company
shall notify each Common Investor of the information the Company requires from
such Common Investor if such Common Investor elects to have any of the
Registrable Securities included in such Registration Statement.  A
Common Investor shall provide such information to the Company at least three
Business Days prior to the first anticipated filing date of such Registration
Statement if such Common Investor elects to have any of the Registrable
Securities included in any Registration Statement.


    
      
         


      

      
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    (b)           Each
Common Investor, by its acceptance of the Registrable Securities agrees to
cooperate with the Company as reasonably requested by the Company in connection
with the preparation and filing of any Registration Statement hereunder, unless
such Common Investor has notified the Company in writing of its election to
exclude all of its Registrable Securities from such Registration
Statement.

     

    (c)           Each
Common Investor agrees that, upon receipt of any notice from the Company of
either (i) the commencement of an Allowed Delay pursuant to Section 2.2 or (ii)
the happening of an event pursuant to Section 2.4(a)(viii),
such Common Investor will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement covering such Registrable
Securities, until the Common Investor is advised by the Company that a
supplemented or amended Prospectus has been filed with the SEC and until any
related post-effective amendment is declared effective and, if so directed by
the Company, then the Common Investor shall deliver to the Company or destroy
(and deliver to the Company a certificate of destruction) all copies in such
Common Investor’s possession of the Prospectus covering the Registrable
Securities current at the time of receipt of such notice.

     

    Section
2.7           Indemnification.

     

    (a)           Indemnification by the
Company.  The Company agrees to indemnify and hold harmless
each Common Investor and its Affiliates and their respective directors,
officers, members, shareholders, fiduciaries, partners, employees, Affiliates,
representatives and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any
other title), each Person who Controls such Common Investor (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors, officers, members, partners, employees, Affiliates, representatives
and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other
title) of such Controlling Person (each, an “Investor Indemnified
Person”) from and against, without duplication, any and all losses,
claims, damages, liabilities, contingencies and expenses (including reasonable
attorneys’ fees and disbursements and other expenses incurred in connection with
investigating, preparing or defending any action, claim or proceeding, pending
or threatened and the costs of enforcement thereof) to which such Investor
Indemnified Person may become subject as a result of or relating to: (i) any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof; (ii) any blue sky
application or other document executed by the Company specifically for that
purpose or based upon written information furnished by the Company filed in any
state or other jurisdiction in order to qualify any or all of the Registrable
Securities under the securities laws thereof (any such application, document or
information herein called a “Blue Sky
Application”); (iii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; (iv) any violation by the Company or its agents of any
rule or regulation promulgated under the Securities Act applicable to the
Company or its agents and relating to action or inaction required of the Company
in connection with such registration; or (v) any failure to register or qualify
the Registrable Securities included in any such Registration in any state where
the Company or its agents has affirmatively undertaken or agreed in writing that
the Company will undertake such registration or qualification on any Common
Investor’s behalf, and will reimburse each Investor Indemnified Person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, contingency
or expense; provided, however, that the
Company will not be liable to any Common Investor pursuant to this Section if
and to the extent that any such loss, claim, damage, liability, contingency or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by such Common Investor in writing specifically for use in such
Registration Statement or Prospectus.


    
      
         


      

      
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    (b)           Indemnification by the
Common Investors.  Each Common Investor agrees, severally but
not jointly, to indemnify and hold harmless the Company and its Affiliates and
their respective directors, officers, members, shareholders, fiduciaries,
partners, employees, Affiliates, representatives and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title), each Person who
Controls the Company (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, agents, members,
partners, employees, Affiliates, representatives and agents (and any other
Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such Controlling
Person (each, a “Company Indemnified
Person”) from and against, without duplication, any and all losses,
claims, damages, liabilities, contingencies and expenses (including reasonable
attorneys’ fees and disbursements and other expenses incurred in connection with
investigating, preparing or defending any action, claim or proceeding, pending
or threatened and the costs of enforcement thereof) to which such Company
Indemnified Person may become subject as a result of or relating to any untrue
statement of a material fact or any omission of a material fact required to be
stated in any Registration Statement or Prospectus or preliminary prospectus or
amendment or supplement thereto or necessary to make the statements therein not
misleading, to the extent, but only to the extent that such untrue statement or
omission is contained in any information furnished in writing by such Common
Investor to the Company specifically for inclusion in such Registration
Statement or Prospectus or amendment or supplement thereto.  In no
event shall the liability of any Common Investor be greater in amount than the
dollar amount of the proceeds (net of all expenses paid by such Common Investor
in connection with any claim relating to this Section 2.7 and the
amount of any damages such Common Investor has otherwise been required to pay by
reason of such untrue statement or omission) received by such Common Investor
upon the sale of the Registrable Securities included in any Registration
Statement giving rise to such indemnification obligation.


    
      
         


      

      
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    (c)           Conduct of Indemnification
Proceedings.  Any Person entitled to indemnification hereunder
shall (i) give prompt notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party; provided that any
Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (A)
the indemnifying party has agreed to pay such fees or expenses, or (B) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person or (C) in the reasonable
judgment of any such Person, based upon written advice of its counsel, a
conflict of interest exists between such Person and the indemnifying party with
respect to such claims (in which case, if the Person notifies the indemnifying
party in writing that such Person elects to employ separate counsel at the
expense of the indemnifying party, then the indemnifying party shall not have
the right to assume the defense of such claim on behalf of such Person); and
provided, further, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations hereunder, except to the
extent that such failure to give notice shall materially and adversely affect
the indemnifying party in the defense of any such claim or
litigation.  It is understood that the indemnifying party shall not,
in connection with any proceeding in the same jurisdiction, be liable for fees
or expenses of more than one separate firm of attorneys at any time for all such
indemnified parties.  No indemnifying party will, except with the
consent of the indemnified party, consent to entry of any judgment or enter into
any settlement that does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.

     

    (d)           Contribution.  If
for any reason the indemnification provided for in Section 2.7(a) and
Section 2.7(b)
is unavailable to an indemnified party or insufficient to hold it harmless,
other than as expressly specified therein, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result of
all such losses, claims, damages, liabilities, contingencies and expenses
(including reasonable attorneys’ fees and disbursements and other expenses
incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnified party and the indemnifying party, as well as any other relevant
equitable considerations.  No Person guilty of fraudulent
misrepresentation within the meaning of Section 11(f) of the Securities Act
shall be entitled to contribution from any Person not guilty of such fraudulent
misrepresentation.  In no event shall the contribution obligation of
any Investor be greater in amount than the dollar amount of the proceeds (net of
all expenses paid by such Common Investor in connection with any claim relating
to this Section
2.7 and the amount of any damages such Common Investor has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by such Common Investor upon the sale of the
Registrable Securities giving rise to such contribution obligation.

     

    ARTICLE
III


     

    OTHER
RIGHTS

     

    Section
3.1           Right Of First
Refusal


     

    (a)           From and after the Closing Date until the Preferred
Expiration Date, the Trailer Investors shall have the right, at their election
in accordance with this Article III, to participate in any Subsequent
Financing.  The Trailer Investors may elect to provide all or any
portion of the Subsequent Financing.


    
      
         


      

      
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    (b)           At least forty-five days prior to the anticipated
consummation of any Subsequent Financing, the Company shall deliver a written
notice (each, a “Subsequent Financing
Notice”) to each Trailer
Investor.  The Subsequent Financing Notice shall disclose in
reasonable detail the proposed terms and conditions of the Subsequent Financing,
the amount of proceeds intended to be raised thereunder and the identity, and
ownership of capital stock of the Company (if applicable), of any other
prospective participants in such Subsequent Financing, and shall include a term
sheet or similar document relating thereto as an attachment.  The
Subsequent Financing Notice shall constitute a binding offer to enter into the
Subsequent Financing with each Trailer Investor on the terms and conditions set
forth in such Subsequent Financing Notice.

     

    (c)           Each Trailer Investor may elect to participate in such
Subsequent Financing and shall have the right, subject to Section 3.1(e) below, to fund all or any portion of the Subsequent
Financing on the terms and subject to the conditions specified in the Subsequent
Financing Notice by delivering written notice of such election to the Company
within forty days after the delivery of the Subsequent Financing Notice to the
Trailer Investors (the “Election Period”).  If the Trailer Investors elect to
participate in the Subsequent Financing, then the closing of the Subsequent
Financing shall occur on the date specified in the Subsequent Financing Notice
or on such other date as otherwise may be agreed by the Company and the Trailer
Investors participating in such Subsequent Financing.  If the Trailer
Investors fail to deliver such election notices prior to the end of the Election
Period, then the Trailer Investors shall be deemed to have notified the Company
that they do not elect to participate in such Subsequent
Financing.

     

    (d)           If
any Trailer Investor declines to
participate in the Subsequent Financing with respect to its full Pro Rata
Portion, then each Trailer Investor
electing to purchase its full Pro Rata Portion shall have the right to purchase
up to (i) its Pro Rata Portion of the Subsequent Financing, plus (ii) a pro rata amount (based upon
the relative amount of the participating Trailer
Investors’ respective Pro Rata Portions) of the aggregate unallocated Pro
Rata Portions of the other Trailer
Investors.  For purposes of clarity, (A) in the event that
there is any amount of a Subsequent Financing that is not requested to be
purchased by a Trailer Investor, then any
other Trailer Investor shall have the right
to purchase such remaining amount of the Subsequent Financing and (B) in no
event shall the Trailer Investors have the
right to purchase more than 100% of the amount the Subsequent Financing
described in any Subsequent Financing Notice, in the aggregate.  For
purposes hereof, “Pro
Rata Portion” means a fraction, the numerator of which is the Total Value
of Securities held by a Trailer Investor
participating under this Section 3.1(d), and
the denominator of which is the sum of the aggregate Total Value of Securities
held by all Trailer Investors participating
under this Section
3.1(d).

     

    (e)           If any portion of a Subsequent Financing is not funded
by the Trailer Investors or the Person identified in the Subsequent Financing
Notice within sixty days after the delivery of the relevant Subsequent
Financing Notice to the Trailer Investors on the same terms described in such
Subsequent Financing Notice, then prior to consummating any subsequent
Subsequent Financing, the Company must deliver a new Subsequent Financing Notice
to the Trailer Investors and otherwise follow the procedures set forth in this
Section
3.1 (and, for the avoidance of
doubt, the Trailer Investors will again
have the right of participation set forth above in this Section 3.1).


    
      
         


      

      
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    (f)           Notwithstanding
any other provision in this Agreement to the contrary, the Trailer Investors’
rights to participate in any Subsequent Financing shall be subject to such
participation not causing a violation of the NYSE Limitation; provided, however, that the
Company shall use all commercially reasonable efforts to discuss and explore
ways to enable the Trailer Investors to participate in any Subsequent Financing
in compliance with the NYSE Limitation.

     

    Section
3.2           Due Diligence in Connection
with Subsequent Financings.  The
provisions of Section
2.5 shall apply mutatis
mutandis to the Trailer Investors’ due diligence review of any Subsequent
Financings pursuant to Article
III.

     

    ARTICLE
IV


     

    NOMINATION
OF INVESTOR DIRECTORS

     

    Section
4.1           Interim Appointment of
Investor Directors. From and after the Closing Date until the Common
Expiration Date, the Majority Trailer Investors may (which right shall be
exercisable by Trailer so long as Trailer is the Majority Trailer
Investor)  nominate five directors (collectively, the “Investor Directors”) to be elected to
the Board.  Any such nominee for Investor Director shall be subject to
(a) the reasonable approval of the Board’s Nominating and Corporate Governance
Committee (the “Governance
Committee”) (such approval not to be unreasonably withheld, conditioned
or delayed), and (b) satisfaction of all legal and governance requirements
regarding service as a director of the Company; provided, that the Company shall
at the reasonable request of the Majority Trailer Investors, so long as such
request is not inconsistent with applicable law or exchange requirements, amend
or modify any such requirements so as not to any way impede the right of the
Majority Trailer Investors to nominate directors.  On the Closing
Date, the Company shall cause the following five initial Investor Directors to
be elected and appointed to the Board: Thomas J. Maloney, Michael J. Lyons,
Vineet Pruthi, James G. Binch and Andrew C. Boynton.  The Company from
time to time shall take all actions necessary or reasonably required such that
the number of members on the Board shall (a) except as otherwise provided
herein, consist of no more than seven non-Investor Directors, and (b) if
necessary, be increased such that there are sufficient seats on the Board for
the Investor Directors to serve on the Board and such vacancies (the “Investor Director Seats”) shall be
filled by the Investor Directors, effective as of the Closing Date (or, if
later, then the date that the Majority Trailer Investors determine (which right
shall be exercisable by Trailer so long as Trailer is the Majority Trailer
Investor) to appoint such Investor Directors).  Each Investor Director
appointed pursuant to this Section
4.1 shall continue to hold office until such Investor Director’s term
expires, subject, however, to prior death, resignation, retirement,
disqualification or termination of term of office as provided in Section 4.3.


    
      
         


      

      
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    Section
4.2           Continuing Designation of
Investor Directors. Prior to the Common Expiration Date, at each meeting
of the Company’s stockholders at which the election of directors to the Investor
Director Seats is to be considered, the Company shall, subject to the provisions
of Section 4.1 and Section 4.3, nominate the Investor
Director(s) designated by the Majority Trailer Investors (which right shall be
exercisable by Trailer so long as Trailer is the Majority Trailer Investor) for
election to the Board by the holders of voting capital stock and solicit proxies
from the Company’s stockholders in favor of the election of Investor
Directors.  Subject to the provisions of Section 4.1 and Section 4.3, the Company shall use all
reasonable best efforts to cause each Investor Director to be elected to the
Board (including voting all unrestricted proxies in favor of the election of
such Investor Director and including recommending approval of such Investor
Director’s appointment to the Board) and shall not take any action which would
diminish the prospects of such Investor Director(s) of being elected to the
Board.

     

    Section
4.3           Termination of Investor
Director Designation Rights.  The
right of the Majority Trailer Investors to designate the Investor Directors
pursuant to Section
4.1 and Section
4.2 shall terminate on the Common Expiration Date.  If the
right of the Majority Trailer Investors to nominate Investor Directors
terminates pursuant to the immediately preceding sentence, then each Investor
Director shall promptly submit his or her resignation as a member of the Board
and each applicable Sub Board with immediate effect.

     

    Section
4.4           Resignation; Removal;
Vacancies.

     

    (a)           Any
elected Investor Director may resign from the Board at any time by giving
written notice to the Board.  The resignation is effective without
acceptance when the notice is given to the Board, unless a later effective time
is specified in the notice.

     

    (b)           So
long as the Majority Trailer Investors retain the right to designate Investor
Directors, the Company shall use all reasonable best efforts to remove any
Investor Director only if so directed in writing by the Majority Trailer
Investors.

     

    (c)           In
the event of a vacancy on the Board resulting from the death, disqualification,
resignation, retirement or termination of term of office of an Investor Director
nominated by the Majority Trailer Investors, the Company shall use all
reasonable best efforts to fill such vacancy with a representative designated by
the Majority Trailer Investors as provided hereunder, in either case, to serve
until the next annual or special meeting of the stockholders (and at such
meeting, such representative, or another representative designated by the
Majority Trailer Investors, will be elected to the Board in the manner set forth
in Section
4.2).

     

    Section
4.5           Fees and Expenses.
The Investor Directors and the Board Observer, if any, shall be entitled
to reimbursement of reasonable expenses incurred in such capacities, but shall
not otherwise be entitled to any compensation from the Company in such
capacities as Investor Directors or the Board Observer.

     

    Section
4.6           Board Observer. Until
the Majority Trailer Investors cease to hold, or cease to “beneficially own”
(within the meaning of Rule 13d-3 under the Exchange Act) at least 2% of the
issued and outstanding Common Stock of the Company, the Majority Trailer
Investors (which right shall be exercisable by Trailer so long as Trailer is the
Majority Trailer Investor) shall have the right to designate one
non-compensated, non-voting observer (the “Board Observer”) to attend all
meetings of the Board as an observer.  The Board Observer shall not
attend executive sessions or committee meetings without the consent of the
majority of the members of the Board or committee members; provided that the
Board Observer shall be entitled to attend all meetings of the Audit
Committee.  The Board Observer shall be entitled to notice of all
meetings of the Board and the Audit Committee in the manner that notice is
provided to members of the Board or the Audit Committee, as applicable, shall be
entitled to receive all materials provided to members of the Board and the Audit
Committee, shall be entitled to attend (whether in person, by telephone, or
otherwise), subject to the restriction set forth in the immediately preceding
sentence, all meetings of the Board and the Audit Committee as a non-voting
observer.


    
      
         


      

      
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    Section
4.7           Subsidiary Boards;
Committees. Subject to (a) the reasonable approval of the Governance
Committee (such approval not to be unreasonably withheld, conditioned or
delayed), and (b) satisfaction of all legal and governance requirements
regarding service as a director or member of any committee of the Company or any
of its Subsidiaries, at the request of the Majority Trailer Investors, the
Company shall cause the Investor Directors to have proportional representation
(relative to their percentage on the whole Board, but in no event less than one
representative) on the boards (or equivalent governing body) of each Subsidiary
(each, a “Sub Board”), and each
committee of the Board (other than the Audit Committee of the Board (the “Audit Committee”) to the extent
prohibited by applicable law or exchange requirements but shall allow one
representative to attend meetings of the Audit Committee as a non-voting
observer) and each Sub Board.  The Company shall at the reasonable
request of the Majority Trailer Investors, so long as such request is not
inconsistent with applicable law or exchange requirements, amend or modify any
requirements regarding service as a director or member of any committee of the
Company or any of its Subsidiaries.

     

    Section
4.8           Reporting
Information.  With
respect to each Investor Director designated pursuant to the provisions of this
Article IV, the
Trailer Investors shall use their reasonable best efforts to cause each Investor
Director to provide to the Company all necessary assistance and information
related to such Investor Director that is required under Regulation 14A under
the Exchange Act to be disclosed in solicitations of proxies or otherwise,
including such Person’s written consent to being named in the proxy statement
(if applicable) and to serving as a director if elected.

     

    Section
4.9           Directors and Officers
Insurance; Indemnification Agreements.

     

    (a)           The
Company shall purchase and maintain directors’ and officers’ liability insurance
policy covering each Investor Director effective from the Closing Date (or such
later date as such Investor Director is appointed pursuant to Section 4.1 or Section 4.2) and
shall purchase and maintain for a period of not less than six years from the
date of any Investor Director’s death, resignation, retirement, disqualification
or termination of term of office as provided in Section 4.3, a
directors’ and officers’ liability insurance tail policy for such Investor
Director.

     

    (b)           The
Company shall enter into a separate Indemnification Agreement with each of the
Investor Directors substantially in the form set forth as Exhibit C to the
Purchase Agreement.


    
      
         


      

      
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    ARTICLE
V


     

    CONSENT
RIGHTS

     

    Section
5.1           Approval of the Majority
Trailer Investors.

     

    (a)           From
and after the Closing Date until the Preferred Expiration Date, the Company and
the Board shall not, and shall take all action possible to ensure that each
Subsidiary of the Company shall not, without the prior written consent of the
Majority Trailer Investors (which consent may be withheld in their sole
discretion) take any of the following actions or engage in any of the following
transactions:

     

    (i)           directly
or indirectly declare or make any Restricted Payment except for payments with
respect to the Preferred Stock (including redemption thereof) as permitted by
the Certificates of Designation;

     

    (ii)           authorize,
issue or enter into any agreement providing for the issuance (contingent or
otherwise) of (A) any notes or debt securities containing equity or voting
features (including any notes or debt securities convertible into or
exchangeable for capital stock or other equity securities, issued in connection
with the issuance of capital stock or other equity securities or containing
profit participation features) or (B) any capital stock, other equity securities
or equity-linked securities (or any securities convertible into or exchangeable
for any capital stock or other equity securities), except for the issuance of
the Registrable Securities;

     

    (iii)         make
any loans or advances to, guarantees for the benefit of, or investments in, any
Person (other than the Company or a wholly-owned direct or indirect Subsidiary
of the Company), except for (A) reasonable advances to employees in the ordinary
course of business consistent with past practice, (B) investments having a
stated maturity no greater than one year from the date on which the Company or
any of its Subsidiaries makes such investment in (1) obligations of the United
States government or any agency thereof or obligations guaranteed by the United
States government, (2) certificates of deposit of commercial banks having
combined capital and surplus of at least $500 million and fully insured by
the Federal Deposit Insurance Corporation, or (3) commercial paper with a rating
of at least “Prime-1” by Moody’s Investors Service, Inc., and (C) investments
expressly permitted pursuant to Section
5.1(a)(v);

     

    (iv)        liquidate,
dissolve or effect a recapitalization or reorganization in any form of
transaction (including any reorganization into a limited liability company, a
partnership or any other non-corporate entity which is treated as a partnership
for federal income tax purposes), unless, in the case of a recapitalization or
reorganization, such transaction would result in a Change of Control and the
Company pays to the holders of the Preferred Stock all amounts then due and
owing under the Preferred Stock (including the premium payable in connection
with any redemption relating to a Change of Control) prior to or contemporaneous
with the consummation of such transaction;


    
      
         


      

      
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    (v)         directly
or indirectly acquire or enter into, or permit any Subsidiary to acquire or
enter into, any interest in any Person, business or joint venture (in each case,
whether by a purchase of assets, purchase of stock, merger or otherwise), except
for acquisitions involving aggregate consideration (whether payable in cash or
otherwise) not to exceed $5,000,000 in the aggregate if, at the time of any such
acquisition, the Company and its Subsidiaries have availability for draw-downs
under the Senior Loan Agreement in an amount equal to or exceeding $20,000,000
and the ratio of the aggregate Indebtedness of the Company and its Subsidiaries
as of the most recent month end to the previous twelve-month EBITDA (as each
such term is defined in the Senior Loan Agreement, as in effect on the date
hereof) (such ratio, the “Leverage Ratio”)
after giving effect to such acquisition is less than 6:1;

     

    (vi)        reclassify
or recapitalize any securities of the Company or any of its Subsidiaries, unless
such reclassification or recapitalization would result in a Change of Control
and the Company pays to the holders of the Preferred Stock all amounts then due
and owing under the Preferred Stock (including the premium payable in connection
with any redemption relating to a Change of Control) prior to or contemporaneous
with the consummation of such reclassification or recapitalization;

     

    (vii)       enter
into, or permit any Subsidiary to enter into, any line of business other than
the lines of business in which those entities are currently engaged and other
activities reasonably related thereto;

     

    (viii)      enter
into, amend, modify or supplement any agreement, commitment or arrangement with
any of the Company’s or any of its Subsidiaries’ Affiliates, except for
customary employment arrangements and benefit programs on reasonable terms and
except as otherwise expressly contemplated by this Agreement or the Purchase
Agreement;

     

    (ix)         create,
incur, guarantee, assume or suffer to exist, or permit any Subsidiary to create,
incur, guarantee, assume or suffer to exist, any Indebtedness, other than (A)
Indebtedness pursuant to the Existing Loan Agreement (and refinancings thereof
in an aggregate principal amount not in excess $100,000,000 on substantially
similar terms), and (B) Indebtedness in an aggregate amount not to exceed
$10,000,000, provided that, in the case of this subclause (B), such Indebtedness
is created, incurred, guaranteed, assumed or suffered to exist solely to satisfy
the Company’s and its Subsidiaries’ working capital requirements and the
interest rate per annum applicable to such Indebtedness does not exceed 9% and
the Leverage Ratio after giving effect to such creation, incurrence, guaranty,
assumption of sufferance does not exceed 3:1;

     

    (x)           (A) engage in any
transaction that results in a Change of Control unless the Company pays
to the holders of the Preferred Stock all amounts then due and owing under the
Preferred Stock (including the premium payable in connection with any redemption
relating to a Change of Control) prior to or contemporaneous with the
consummation of such transaction, or (B) sell,
lease or otherwise dispose of more than 2% of the consolidated assets of the
Company and its Subsidiaries (computed on the basis of book value, determined in
accordance with GAAP, or fair market value, determined by the Board in its
reasonable good faith judgment) in any transaction or series of related
transactions, other than (1) sales of inventory in the ordinary course of
business, (2) the
arm’s length sale to a third Person
that is not an Affiliate of the Company or any of its Subsidiaries of the real
estate and manufacturing facilities of the Company that have been previously
identified to Trailer, and (3) in the event that such transaction would result
in a Change of Control and the Company pays to the holders of the Preferred
Stock all amounts then due and owing under the Preferred Stock (including the
premium payable in connection with any redemption relating to a Change of
Control) prior to or contemporaneous with the consummation of such
transaction;


    
      
         


      

      
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    (xi)         become
subject to any agreement or instrument which by its terms would (under any
circumstances) restrict (A) the right of any Subsidiary to make loans or
advances or pay dividends to, transfer property to, or repay any Indebtedness
owed to, the Company or any Subsidiary or (B) restrict the Company’s or any of
its Subsidiaries’ right or ability to perform the provisions of this Agreement
or any of the other Transaction Documents or to conduct its business as
currently conducted;

     

    (xii)        make
any amendment to or rescind (including, in each case, by merger or
consolidation) any provision of the certificate of incorporation, articles of
incorporation, by-laws or similar organizational documents of the Company or any
of its Subsidiaries, or file any resolution of the board of directors, board of
managers or similar governing body with the applicable secretary of state of the
state of formation of the Company or any of its Subsidiaries which would
increase the number of authorized shares of Common Stock or Preferred Stock or
adversely affect or otherwise impair the rights of the Investors under the
Transaction Documents (including the relative preferences and priorities of the
Preferred Stock); or

     

    (xiii)       (A)
increase the size of the Board or any Sub Board or (B) create or change any
committee of the Board or any Sub Board.

     

    (b)           If
the Company violates or is in breach of the Financial Performance Levels, until
the Preferred Expiration Date, the Company and the Board shall not, and shall
take all action possible to ensure that each Subsidiary of the Company shall
not, without the prior written consent of the Majority Trailer Investors (which
consent may be withheld in their sole discretion) take any of the following
actions or engage in any of the following transactions:

     

    (i)           approve
the annual budget of the Company and its Subsidiaries for any fiscal year or
deviate from any annual budget by more than 10% in the aggregate;
or

     

    (ii)          approve
the employment or termination by the Board of any member of senior management of
the Company.

     

    Section
5.2           Affirmative
Covenants.  From
and after the Closing Date until the Preferred Expiration Date, the Company and
the Board shall, and shall take all action possible to ensure that each
Subsidiary of the Company shall, unless it has received the prior written
consent of the Majority Trailer Investors (which consent may be withheld in
their sole discretion):

     

    (a)           at
all times cause to be done all things necessary or reasonably required to
maintain, preserve and renew its corporate existence and all material licenses,
authorizations and permits necessary or reasonably required to the conduct of
its businesses;

     

    (b)           maintain
and keep its material properties in good repair, working order and condition
(normal wear and tear excepted), and from time to time make all necessary or
reasonably required repairs, renewals and replacements so that its businesses
may be properly and advantageously conducted in all material respects at all
times; provided
that in no event shall this Section 5.2(b) be
deemed to require the making of capital expenditures in excess of the amount
approved by the Board;


    
      
         


      

      
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    (c)           pay
and discharge when payable all taxes, assessments and governmental charges
imposed upon its properties or upon the income or profits therefrom (in each
case, before the same becomes delinquent and before penalties accrue thereon)
and all material claims for labor, materials or supplies which if unpaid would
by law become a Lien upon any of its property, unless and to the extent that the
same are being contested in good faith and by appropriate proceedings and
adequate reserves (as determined in accordance with generally accepted
accounting principles, consistently applied) have been established on its books
and financial statements with respect thereto;

     

    (d)           comply
with all other material obligations which it incurs pursuant to any Material
Contract (as such term is defined in the Purchase Agreement), as such
obligations become due, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings and adequate reserves (as
determined in accordance with generally accepted accounting principles,
consistently applied) have been established on its books and financial
statements with respect thereto;

     

    (e)           comply
with all applicable laws, rules and regulations of all governmental authorities
in all material respects;

     

    (f)           apply
for and continue in force with reputable insurance companies adequate insurance
covering risks of such types and in such amounts as are customary for companies
of similar size as the Company and its Subsidiaries and engaged in similar lines
of business as the Company and its Subsidiaries;

     

    (g)           maintain
proper books of record and account which present fairly in all material respects
its financial condition and results of operations and make provisions on its
financial statements for all such proper reserves as in each case are required
in accordance with GAAP; and

     

    (h)           reserve
and keep available out of the authorized but unissued shares of Common Stock,
solely for the purpose of providing for the exercise of the Warrant, such number
of shares of Common Stock as shall from time to time equal the number of shares
sufficient to permit the exercise of the Warrant.

     

    ARTICLE
VI


     

    INFORMATION
RIGHTS

     

    Section
6.1           Delivery of Financial
Statements.

     

    (a)           For so long as (x) the Preferred Investors hold
at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or
(y) the Common Investors in the aggregate
hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange
Act) at least 10% of the issued and outstanding Common Stock of the Company,
at any time that the Company is not required to
file periodic reports with the SEC, the Company shall deliver to each Preferred
Investor and/or Common Investor, as applicable:


    
      
         


      

      
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    (i)           as soon as practicable, but in any event within ninety
days after the end of each fiscal year of the Company, for each of the Company
and each of its Subsidiaries, an income statement for such fiscal year, a
balance sheet, and statement of stockholder’s equity as of the end of such
fiscal year, and a statement of cash flows for such fiscal year, such year-end
financial reports to be in reasonable detail, prepared in accordance with GAAP,
and audited and certified by a nationally recognized accounting firm selected by
the Company and reasonably acceptable to the Majority Common
Investors;

     

    (ii)           as soon as practicable, but in any event within thirty
days after the end of each of the first three quarters of each fiscal year of
the Company, for the Company and each of its Subsidiaries, an unaudited income
statement for such quarter, statement of cash flows for such quarter and an
unaudited balance sheet as of the end of such quarter;

     

    (iii)         as promptly as practicable but in any event within
thirty days of the end of each month, an unaudited income statement and
statement of cash flows for such month, and a balance sheet for and as of the
end of such month, in reasonable detail;

     

    (iv)        with respect to the financial statements called for in
subsections (ii) and (iii) of this Section 6.1(a), an instrument executed by the Chief Financial Officer
or Chief Executive Officer of the Company and certifying that such financial
statements were prepared in accordance with GAAP consistently applied with prior
practice for earlier periods (with the exception of footnotes that may be
required by GAAP) and fairly present in all material respects the financial
condition of the Company and its Subsidiaries and its results of operation for
the period specified, subject to year-end audit adjustment;

     

    (v)         notices of events that have had or could reasonably be
expected to have a material and adverse effect on the Company and its
Subsidiaries, taken as a whole, as soon as practicable following the occurrence
of any such event; and

     

    (vi)        such other information relating to the financial
condition, business, prospects or corporate affairs of the Company and its
Subsidiaries as any Preferred Investor or Common Investor may from time to time
reasonably request.

     

    (b)           Notwithstanding the foregoing, at all times, the Company
shall use commercially reasonable efforts to deliver the financial statements
listed Sections
6.1(a)(i), 6.1(a)(ii), and 6.1(a)(iii) promptly after such statements are internally
available.

     

    Section
6.2           Inspection.

     

    (a)           For so long as (i) the Preferred Investors hold
at least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or
(ii) the Common Investors in the aggregate
hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange
Act) at least 10% of the issued and outstanding Common Stock of the
Company, (A) the Company shall permit each Preferred Investor and/or
Common Investor, as applicable, together with such Investor’s consultants and
advisors, to visit and inspect the Company’s and its Subsidiaries’ properties,
to examine their respective books of account and records and to discuss the
Company’s and its Subsidiaries’ affairs, finances and accounts with their
respective officers and employees, all at such reasonable times as may be
requested by such Investor, and (B) the Company shall, with reasonable
promptness, provide to each Preferred Investor and/or Common Investor, as
applicable, such other information and financial data concerning the Company and
its Subsidiaries as such Investor may reasonably
request.


    
      
         


      

      
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    (b)           For so long as (i) the Trailer Investors hold at
least 10% of the Preferred Stock issued pursuant to the Purchase Agreement or
(ii) the Trailer Investors in the aggregate
hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange
Act) at least 10% of the issued and outstanding Common Stock of the
Company, the
Company shall pay the reasonable fees and expenses
of any consultant or professional advisor that the Majority Trailer Investors
may engage in connection with the Trailer Investors’ interests in the
Company.

     

    Section
6.3           Budget. For so long
as (a) the Preferred Investors hold at least 10% of the Preferred Stock issued
pursuant to the Purchase Agreement or (b) the Common Investors in the aggregate
hold, or “beneficially own” (within the meaning of Rule 13d-3 under the Exchange
Act) at least 10% of the issued and outstanding Common Stock of the
Company, the
Company shall provide to each Preferred Investor and/or Common Investor, as
applicable, not later than thirty days before the beginning of each fiscal year
of the Company, but in any event, ten days prior to presenting such budget to
the Board, an annual budget prepared on a monthly basis for the Company and its
Subsidiaries for such fiscal year (displaying anticipated statements of income
and cash flows and balance sheets), and promptly upon preparation thereof any
other significant budgets or forecasts prepared by the Company and any revisions
of such annual or other budgets or forecasts.

     

    ARTICLE
VII

     

    EVENTS
OF DEFAULT; REMEDIES

     

    Section
7.1           Events of
Default.  It
shall be considered an “Event of Default”
if:

     

    (a)           the
Company fails to file or cause to be filed with the SEC (i) the Initial
Registration Statement covering the Registrable Securities on or prior to the
Filing Deadline or (ii) the New Registration Statement, if any, prior to the
30th day after the Board reasonably and in good faith has determined that it has
exhausted the Company’s obligations under Section 2.1(c) to use all reasonable
best efforts to advocate with the SEC for the registration of all of the
Registrable Securities in the Initial Registration Statement;

     

    (b)           (i)
any Registration Statement covering the Registrable Securities is not declared
effective by the SEC prior to the earlier of (A) five Business Days after the
SEC shall have informed the Company that no review of such Registration
Statement will be made or that the SEC has no further comments on such
Registration Statement, or (B) in the case of the Initial Registration Statement
or the New Registration Statement, the 90th day
after the Closing Date (or the 180th day if
the SEC reviews such Registration Statement), (ii) any Registration Statement
covering the Additional Shares is not declared effective by the SEC within
ninety days following the time such Registration Statement was required to be
filed pursuant to Section 2.1(b) (or
the 180th day if
the SEC reviews such Registration Statement), or (C) any additional Registration
Statement covering Additional Securities that may be required pursuant to Section 2(c) is not
declared effective by the SEC prior to the 90th day
following the date on which the Company, pursuant to SEC Guidance, is permitted
to register for re-sale the securities set forth in such additional Registration
Statement (or the 120th day if
the SEC reviews such Registration Statement);


    
      
         


      

      
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    (c)           after
a Registration Statement has been declared effective by the SEC, sales cannot be
made pursuant to such Registration Statement for any reason (including by reason
of a stop order or the Company’s failure to update the Registration Statement),
but excluding the inability of any Common Investor to sell the Registrable
Securities covered thereby due to market conditions and except as excused
pursuant to Section
2.2;

     

    (d)           the
Company fails to file or amend, or to cause to be filed or amended, the
Registration Statement covering the Additional Shares as required to be filed or
amended pursuant to Section 2.1(b), and
such default continues for ten Business Days or longer following the delivery to
the Company of a written demand by any Common Investor;

     

    (e)           the
Company defaults in any way with its obligations under Section 2.7(a), Section 3.1, Article IV, Section 5.1 or Article VI, and such
default (other than with respect to Section 3.1, Article IV or Section 5.1 for which
there shall be no cure period) continues for thirty days or longer;
or

     

    (f)           the
Company defaults in any way with its obligations under Section 5.2 or Article VIII, and
such default continues for ninety days or longer.

     

    Section
7.2           Remedies.

     

    (a)           Upon
the occurrence and during the continuation of any Event of Default, (i) if
requested in writing by the Majority Common Investors, the Company will, for as
long as the Warrant or any Warrant Shares are outstanding, pay to each Common
Investor in respect of the Warrant or the Warrant Shares held by such Investor,
subject to any limitations in the Senior Credit Agreement, an amount equal to
2.0% of the aggregate Fair Market Value of the Warrant Shares (or the Warrant
Shares underlying the Warrant, if the Warrant has not been exercised in full)
held by such Investor for each thirty-day period or pro rata for any portion
thereof following the occurrence of an Event of Default (the “Blackout Period”) and
(ii) the holders of the Preferred Stock shall have the rights and remedies set
forth in the applicable Certificate of Designation.  The payments
described in subclause (i) above shall not affect the right of the Investors to
seek any other relief including injunctive relief or request registration
pursuant to Section
2.1.  The amounts payable pursuant to this paragraph shall be
paid monthly within three Business Days of the last day of each month following
the commencement of the Blackout Period until the termination of the Blackout
Period.  Such payments shall be made to each Common Investor in
cash.


    
      
         


      

      
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    (b)           In
addition to the remedy set forth in Section 7.2(a), if
any Specified Event of Default is not cured within three months following the
date on which such Specified Event of Default first occurs (the “Outside Date”), then
each Common Investor shall be entitled to, subject to any limitations in the
Senior Credit Agreement, cause the Company to repurchase all or any lesser
portion of such Investor’s Warrant Shares (or all or any portion of the Warrant)
(together, the “Put
Shares”) for an aggregate cash purchase price equal to the Fair Market
Value of such Warrant Shares (or Warrant Shares underlying the Warrant if the
Warrant has not been exercised in full) (the “Put Purchase
Price”).  Each Common Investor may exercise such right by
delivering written notice thereof to the Company at any time after the Outside
Date (the “Repurchase
Request”).  If a Repurchase Request is delivered, then such Put
Shares shall immediately cease to be outstanding and the Company shall pay the
Put Purchase Price as soon as reasonably practicable, but in any event within
thirty days after the delivery of the Repurchase Request.  If the Put
Purchase Price is not paid in full within such time period, then interest shall
accrue on the unpaid Put Purchase Price at a rate of 15% per annum (or such
lesser interest rate as may be permitted under applicable law) from the date
that is thirty days after the date on which the Repurchase Request was delivered
to the Company through and including the date of payment.  The Company
shall not declare or pay a dividend until such time as the Put Purchase Price,
together with any accrued interest thereon, has been paid in full.

     

    ARTICLE
VIII

     

    INDEMNITY;
EXPENSES

     

    Section
8.1           Indemnity. The
Company shall indemnify, exonerate and hold each of the Investor Indemnified
Persons (provided that, for purposes of this Section 8.1, each reference to “Common
Investor” in the definition of Investor Indemnified Parties shall be replaced
with a referenced to “Common Investor and Preferred Investor”) free and harmless
from and against any and all actions, causes of action, suits, claims,
liabilities, losses, damages and costs and out-of-pocket expenses in connection
therewith (including reasonable attorneys’ and accountants’ fees and expenses)
incurred by the Investor Indemnified Persons or any of them before or after the
date of this Agreement (collectively, the “Indemnified Liabilities”), as a result
of, arising out of, or in any way relating to (a) the operations of the Company
or any of its Subsidiaries  or (b) its capacity as a stockholder or owner
of securities of the Company (including litigation related thereto), in each
case excluding any loss in value of any investment in the Company by the
Investor Indemnified Persons; provided that if and to the extent
that the foregoing undertaking may be unavailable or unenforceable for any
reason, the Company will make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.  The rights of any Investor Indemnified Person to
indemnification hereunder will be in addition to any other rights any such
Person may have under any other agreement or instrument referenced above or any
other agreement or instrument to which such Investor Indemnified Person is or
becomes a party or is or otherwise becomes a beneficiary or under law or
regulation.  None of the Investor Indemnified Persons shall in any
event be liable to the Company, any of its Subsidiaries, or any of their
respective affiliates for any act or omission suffered or taken by such Investor
Indemnified Person.

     

    Section
8.2           Expenses. All
reasonable costs and expenses incurred by any Preferred Investor or Common
Investor (a) in exercising or enforcing any rights afforded to such
Investor under this Agreement or the other Transaction Documents, (b) in
amending, modifying, or revising this Agreement, the Warrant or the Certificate
of Designation, or (c) in connection with any transaction, claim, or event which
such Investor reasonably believes affects the Company and as to which such
Investor seeks the advice of counsel, shall be paid or reimbursed by the
Company.

    



    
      
         


      

      
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    ARTICLE
IX


     

    MISCELLANEOUS

     

    Section
9.1           Amendments and
Waivers. This Agreement may be amended, modified or waived (a) with
respect to the rights of the Common Investors, only by a writing signed by the
Company and the Majority Common Investors, (b) with respect to the rights of the
Preferred Investors, only by a writing signed by the Company and the Majority
Preferred Investors, and (c) with respect to the rights of the Trailer
Investors, only by a writing signed by the Company and the Majority Trailer
Investors.

     

    Section
9.2           Limitations under Senior
Credit Agreement.

     

    Except
for payments for which this Agreement expressly provides for restrictions
related to the Senior Credit Agreement, in the event a payment is required to be
made by the Company hereunder and such payment (or a portion thereof) would not
be permitted to be paid pursuant to the terms of the Senior Credit Agreement,
the Company shall not be in default with respect to non-payment of such payment
or the portion thereof, in each case that is not so permitted (the “Deferred
Portion”).  The Deferred Portion shall accrue and accumulate at
an annual interest rate equal to the JPMorgan Chase Prime rate (or that of
another nationally recognized financial institution if the JPMorgan Chase Prime
rate is not available) (unless another rate and method of calculation is
provided for herein) until paid and shall become immediately due and payable at
the earliest to occur of (a) when permitted by the Senior Credit Agreement and
(b) when all loans under the Senior Credit Agreement have been paid
off.

     

    Section
9.3           Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given as hereinafter
described (a) if given by personal delivery, then such notice shall be deemed
given upon such delivery, (b) if given by facsimile, then such notice shall be
deemed given upon receipt of confirmation of complete transmittal, (c) if given
by mail, then such notice shall be deemed given upon the earlier of (i) receipt
of such notice by the recipient or (ii) three days after such notice is
deposited in first class mail, postage prepaid, and (d) if given by an
internationally recognized overnight air courier, then such notice shall be
deemed given one Business Day after delivery to such carrier.  All
notices shall be addressed to the party to be notified at the address as
follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:

     

    If to the
Company:

     

    Wabash
National Corporation

    1000
Sagamore Parkway South

    Lafayette,
Indiana 47905

    Attention:         Chief
Financial Officer

    Facsimile:          (765)
771-5579


    
      
         


      

      
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    With a
copy to:

     

    Hogan &
Hartson LLP

    111 South
Calvert Street

    Suite
1600

    Baltimore,
MD 21202

    Attention:        Michael
J. Silver

    Facsimile:         (410)
539-6981

     

    If to
Trailer:

     

    Trailer
Investments, LLC

    c/o
Lincolnshire Management, Inc.

    780 Third
Avenue

    New York,
NY  10017

    Attention:        Michael
J. Lyons

    Allan D.
L. Weinstein

    Facsimile:         (212)
755-5457

     

    With a
copy to:

     

    Kirkland &
Ellis LLP

    601
Lexington Avenue

    New York,
NY  10022

    Attention:        Frederick
Tanne, P.C.

       Srinivas S.
Kaushik

    Facsimile:         (212)
446-6460

     

    Section
9.4           Assignments and Transfers by
Investors. The provisions of this Agreement shall be binding upon and
inure to the benefit of Trailer, the other Investors and their respective
successors and Permitted Transferees.  Any Investor may Transfer, in
whole or from time to time in part, to one or more Permitted Transferees its
rights hereunder (to the extent transferable and applicable to such Transferee
as set forth herein) in connection with the Transfer of Securities to such
Permitted Transferee(s).

     

    Section
9.5           Assignments and Transfers by
the Company. This Agreement may not be assigned by the Company (whether
by operation of law or otherwise) (a) with respect to the Warrants or the
Registrable Securities, without the prior written consent of the Majority Common
Investors and the Majority Trailer Investors, or (b) with respect to the
Preferred Stock, without the prior written consent of the Majority Preferred
Investors.

     

    Section
9.6           Benefits of the
Agreement.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and Permitted Transferees of the parties hereto as set forth in this
Agreement.  Nothing in this Agreement, express or implied, is intended
to confer upon any Person other than the parties hereto or their respective
successors and Permitted Transferees any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


    
      
         


      

      
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    Section
9.7           Counterparts; Facsimiles and
Electronic Copies. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement
may also be executed via facsimile or other electronic copy (including copies
sent via email), which shall be deemed an original.

     

    Section
9.8           Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this
Agreement.  All references to “Section” or “Sections” refer to the
corresponding Section or Sections of this Agreement.  All words used
in this Agreement will be construed to be of such gender or number as the
circumstances require.  Unless otherwise expressly provided, the word
“including” does not limit the preceding words or terms.

     

    Section
9.9           Severability. If any
provision of this Agreement or the application of any such provision to any
Person or circumstance shall be declared by any court of competent jurisdiction
to be invalid, illegal, void or unenforceable in any respect, all other
provisions of this Agreement, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid, illegal,
void or unenforceable, shall nevertheless remain in full force and effect and
will in no way be affected, impaired or invalidated thereby.  Upon
such determination that any provision, or the application of any such provision,
is invalid, illegal, void or unenforceable, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of
the parties hereto as closely as possible to the fullest extent permitted by Law
in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the greatest extent possible.

     

    Section
9.10         No Strict
Construction. The language used in this Agreement shall be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any Person.

     

    Section
9.11         Further Assurances.
The parties hereto shall execute and deliver all such further instruments and
documents and take all such other actions as may be necessary or reasonably
required to carry out the transactions contemplated hereby and to evidence the
fulfillment of the agreements herein contained.

     

    Section
9.12         Entire Agreement.
This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein.  This Agreement and the other Transaction Documents
supersede all prior agreements and understandings between the parties with
respect to such subject matter.


    
      
         


      

      
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    Section
9.13         Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of New York
without regard to the choice of law principles thereof.  Each of the
parties hereto irrevocably submits to the exclusive jurisdiction of the courts
of the State of New York located in New York County and the United States
District Court for the Southern District of New York for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this
Agreement and the transactions contemplated hereby.  Service of
process in connection with any such suit, action or proceeding may be served on
each party hereto anywhere in the world by the same methods as are specified for
the giving of notices under this Agreement.  Each of the parties
hereto irrevocably consents to the jurisdiction of any such court in any such
suit, action or proceeding and to the laying of venue in such
court.  Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

     

    [END OF
PAGE]

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    SIGNATURE
PAGE TO

    INVESTOR
RIGHTS AGREEMENT

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.

     

    
      
        
          
            
              
                
                  
                    	
                            WABASH NATIONAL CORPORATION

                          	 
	 
      	 
      	 
	
                            By:  

                          	
                            /s/
      Richard J. Giromini

                          	 
	 
      	
                            Name:
      Richard J. Giromini

                          	 
	 
      	
                            Title:
      President and Chief Executive Officer

                          	 
	 
      	 
	 
      	 
	
                            TRAILER
      INVESTMENTS, LLC

                          	 
	 
      	 
      	 
	
                            By:  

                          	
                            /s/
      Michael J. Lyons

                          	 
	 
      	
                            Name:
      Michael J. Lyons

                          	 
	 
      	
                            Title:
      President