THE
SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”),
(II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT, OR
(III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
LAWS.

     

    SUBJECT
TO THE PROVISIONS OF SECTION 13
HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. (EASTERN TIME) ON THE TENTH
ANNIVERSARY (THE “EXPIRATION DATE”) OF
AUGUST 3, 2009 (THE “DATE OF
ISSUANCE”).

     

    WABASH
NATIONAL CORPORATION

     

    WARRANT
TO PURCHASE SHARES OF COMMON STOCK

     

    FOR VALUE
RECEIVED, Trailer Investments, LLC (the “Warrantholder”), is
entitled to purchase, subject to the provisions of this Warrant, from Wabash
National Corporation, a Delaware corporation (the “Company”), at any
time not later than 5:00 p.m. (Eastern Time) on the Expiration Date, at an
exercise price per share equal to $0.01 (such exercise price, as adjusted from
time to time in accordance with the terms of this Warrant, the “Warrant Price”),
24,762,636 shares (the “Warrant Shares”) of
the Company’s Common Stock, par value $0.01 per share (“Common
Stock”).  The number of Warrant Shares purchasable upon
exercise of this Warrant shall be subject to adjustment from time to time as
described herein.  Capitalized terms used but not otherwise defined in
this Warrant shall have the meanings ascribed to such terms in the Securities
Purchase Agreement, dated as of the date hereof, by and between the Company and
the Warrantholder (the “Purchase
Agreement”).

     

    Section
1.         Registration.  The
Company shall maintain books for the transfer and registration of this
Warrant.  Upon the initial issuance of this Warrant, the Company shall
issue and register this Warrant in the name of the Warrantholder.

     

    Section
2.         Transfers.  As
provided herein, this Warrant may be transferred to any person or entity but
only pursuant to a registration statement filed under the Securities Act or
pursuant to an exemption from such registration.  Subject to such
restrictions, the Company shall transfer this Warrant from time to time upon the
books to be maintained by the Company for that purpose, within five calendar
days following the surrender hereof for transfer, properly endorsed or
accompanied by appropriate instructions for transfer and a new Warrant shall be
issued to the transferee and the surrendered Warrant shall be canceled by the
Company within such five calendar day period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
3.         Exercise of
Warrant.  Subject to the provisions hereof, the Warrantholder
may exercise this Warrant, in whole or in part, at any time prior to the
Expiration Date upon surrender of this Warrant, together with delivery of a duly
executed Warrant exercise form, in the form attached hereto as Appendix A (the
“Exercise
Agreement”) and payment by wire transfer of funds (or, in certain
circumstances, by cashless exercise as provided in Section 4) of the
aggregate Warrant Price for that number of Warrant Shares then being purchased,
to the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Warrantholder).  The Warrant Shares so
purchased shall be deemed to be issued to the Warrantholder or the
Warrantholder’s designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered (or the
date evidence of loss, theft or destruction thereof and security or indemnity
reasonably satisfactory to the Company has been provided to the Company), the
Warrant Price shall have been paid and the completed Exercise Agreement shall
have been delivered.  Certificates for the Warrant Shares so purchased
shall be delivered to the Warrantholder within a reasonable time, not exceeding
three business days, after this Warrant shall have been so
exercised.  The certificates so delivered shall be in such
denominations as may be requested by the Warrantholder and shall be registered
in the name of the Warrantholder or such other name as shall be designated by
the Warrantholder, as specified in the Exercise Agreement.  If this
Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the Warrantholder a new Warrant representing the right
to purchase the number of shares with respect to which this Warrant shall not
then have been exercised.  As used herein, “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.

     

    Section
4.         Cashless
Exercise.  Notwithstanding any other provision contained herein
to the contrary, the Warrantholder may elect to receive, without payment by the
Warrantholder of the aggregate Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock having a Fair Market Value equal to
the Market Price of all shares of Common Stock that may then be purchased upon
full exercise of this Warrant, less the aggregate Warrant Price for all such
shares, or any specified portion thereof, by the surrender to the Company of
this Warrant (or such portion of this Warrant being so exercised) together with
a Net Issue Election Notice, in the form annexed hereto as Appendix B, duly
executed, to the Company. Thereupon, the Company shall issue to the
Warrantholder such number of fully paid, validly issued and nonassessable shares
of Common Stock as is computed using the following formula:

     

    X = Y (A -
B)

        
A

     

    where

     

    
      	
               
      

            	
              X
      =

            	
              the
      number of shares of Common Stock to which the Warrantholder is entitled
      upon such cashless exercise;

            


    

     

    
      	
               
      

            	
              Y
      =

            	
              the
      total number of shares of Common Stock covered by this Warrant for which
      the Warrantholder has surrendered purchase rights at such time for
      cashless exercise (including both shares to be issued to the Warrantholder
      and shares as to which the purchase rights are to be canceled as payment
      therefor);

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              A
      =

            	
              the
      Market Price of one share of Common Stock as of the date the net issue
      election is made; and

            


    

     

    
      	
               
      

            	
              B
      =

            	
              the
      Warrant Price;

            


    

     

    provided that if X is
equal to zero or a negative number, then the Warrantholder shall not be entitled
to receive any Warrant Shares pursuant to a cashless exercise in accordance with
this Section
4.

     

    Section
5.         Compliance with Securities
Act.  Except as provided in the Purchase Agreement, the Company
may cause the legend set forth on the first page of this Warrant to be set forth
on each Warrant, and a similar legend on any security issued or issuable upon
exercise of this Warrant, unless counsel for the Company is of the opinion as to
any such security that such legend is unnecessary.  The Warrantholder
hereby represents and warrants to the Company that the Warrantholder is
acquiring the Warrant and the Warrant Shares purchasable upon exercise of this
Warrant (collectively, the “Securities”) for
investment for its own account and not with a view to, or for resale in
connection with, any distribution thereof.  The Warrantholder
acknowledges and understands that the Securities have not been registered under
the Securities Act or applicable state securities laws and may not be offered,
sold, assigned, pledged, transferred or otherwise disposed of unless (a) such
Securities have been registered for sale pursuant to the Securities Act, (b)
such Securities may be sold pursuant to Rule 144 of the Securities Act, or (c)
the Company has received an opinion of counsel reasonably satisfactory to the
Company that such transfer may lawfully be made without registration under the
Securities Act or qualification under applicable state securities
laws.

     

    Section
6.         Payment of
Taxes.  The Company will pay any documentary stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon the
exercise of this Warrant; provided, however, that the
Company shall not be required to pay any tax or taxes which may be payable in
respect of any transfer involved in the issuance or delivery of any certificates
for Warrant Shares in a name other than that of the Warrantholder in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company’s reasonable satisfaction that such tax
has been paid.  The Warrantholder shall be responsible for income
taxes due under federal, state or other law to the extent any such tax is
due.

     

    Section
7.         Replacement.  Upon
receipt of evidence reasonably satisfactory to the Company (an affidavit of the
Warrantholder shall be satisfactory) of the ownership and the loss, theft,
destruction or mutilation of this Warrant, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Company (provided that if the
Warrantholder is a financial institution or other institutional investor, then
the Warrantholder’s own agreement shall be satisfactory; it being understood and
agreed that each of Trailer Investments, LLC and its affiliates shall constitute
an institutional investor for such purpose), or, in the case of any such
mutilation upon surrender of this Warrant, the Company shall (at its expense)
execute and deliver in lieu of this Warrant a new Warrant of like kind
representing the number of Warrant Shares represented by such lost, stolen,
destroyed or mutilated Warrant and dated the date of such lost, stolen,
destroyed or mutilated Warrant.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Section
8.         Reservation of Common Stock;
Outstanding Options.  The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable
times keep reserved until issued (if necessary), out of the authorized and
unissued shares of Common Stock, the maximum number of shares issuable upon the
exercise of the rights of purchase represented by this Warrant.  The
Company represents, warrants and covenants that all Warrant Shares issued upon
due exercise of this Warrant shall be, at the time of delivery of the
certificates for such Warrant Shares, duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock.  The Company
represents and warrants that, as of the Date of Issuance, (a) 31,248,755 shares
of Common Stock have been issued and remain outstanding, (b) 2,181,541 Options
(as defined below) have been issued or granted, and (c) no Convertible
Securities (as defined below) have been issued or remain
outstanding.

     

    Section
9.         Adjustment of Number of
Warrant Shares.  In order to prevent dilution of the rights
granted under this Warrant (including on account of the Out of the Money
Options) and to provide for certain protections in the event the Company is
unable to fully utilize its NOLs, the number of Warrant Shares obtainable upon
exercise of this Warrant shall be subject to adjustment from time to time as
provided in this Section 9; provided that if more
than one subsection of this Section 9 is
applicable to a single event, then the subsection shall be applied that produces
the largest adjustment and no single event shall cause an adjustment under more
than one subsection of this Section 9 so as to
result in duplication; provided, further, that, with
respect to any Warrantholder that is not a Trailer Investor (as defined in the
Investor Rights Agreement), no adjustment shall be made pursuant to Section 9(a), Section 9(b) or Section 9(e) if,
immediately prior to the time at which such adjustment would otherwise be made,
the number of shares of Common Stock exercisable under this Warrant and any
other Warrant held by the Warrantholder or any of its affiliates is for fewer
than 2,800,570 shares of Common Stock (provided, however, that such
number shall be adjusted from time to time in the same manner as the number of
Warrant Shares subject to this Warrant is adjusted in accordance with Section 9(c) and
Section
9(d)).  For the avoidance of doubt, the Warrant Price shall not
be subject to adjustment hereunder.  For the purposes of this Warrant,
the following terms have the meanings set forth below:

     

    “Common Stock Deemed
Outstanding” means, at any given time, the number of shares of Common
Stock actually outstanding at such time, plus the number of shares of Common
Stock deemed to be outstanding pursuant to Section 9(b)(i) and
Section
9(b)(ii) hereof regardless of whether the Options or Convertible
Securities are actually exercisable at such time, but excluding any shares of
Common Stock issuable upon exercise of this Warrant.

     

    “Convertible
Securities” means any stock or securities (directly or indirectly)
convertible into or exchangeable for Common Stock.

     

    “Fair Market Value”
means, with respect to any security or other property, the fair market value of
such security or other property, as jointly determined in good faith by the
Board of Directors of the Company and the Warrantholder, assuming a willing
buyer and willing seller; provided that no minority or illiquidity discount
shall be taken into account and no consideration shall be given to any
restrictions on transfer, or to the existence or absence of, or any limitations
on, voting rights.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Liquidity Event”
means, (i) with respect to any Option (other than awards of Common Stock), the
last day of the fiscal quarter during which such Option is exercised or in
respect of which any liquidity event has occurred, including the cashing out of
such Option or the underlying share of Common Stock, the payment of any
consideration or the exchange or rollover of such Option (or the underlying
share of Common Stock), provided, however, that if any
of the foregoing occur in connection with any transaction or a series of related
transactions in which the liquidity for the Warrant or the Warrant Share occurs
substantially contemporaneously, then “Liquidity Event” shall mean the date on
which such transaction or the last portion of such series of related
transactions is consummated, and (ii) with respect to any Option that is an
award of Common Stock, the date of grant of such Option.

     

    “Market Price” means,
as of a particular date (the “Valuation Date”), the
following: (i) if the Common Stock is then quoted on the New York Stock
Exchange, Inc. (“NYSE”), The Nasdaq
Stock Market, Inc. (“Nasdaq”), the
National Association of Securities Dealers, Inc. OTC Bulletin Board (the “Bulletin Board”) or
such similar quotation system or association (together with the NYSE, Nasdaq and
Bulletin Board, “Trading Markets” and
each, a “Trading
Market”), the average of the daily volume weighted average prices, as
reported by Bloomberg Financial L.P., of one share of Common Stock on a Trading
Market for a period of five trading days consisting of the trading day
immediately prior to the Valuation Date and the four trading days prior to such
date; or (ii) if the Common Stock is not then quoted on a Trading Market, the
Fair Market Value of one share of Common Stock as of the Valuation Date, as
jointly determined in good faith by the Board of Directors of the Company and
the Warrantholder.  If the Common Stock is not then listed on a
Trading Market, then the Board of Directors of the Company shall respond
promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
hereunder as to the Fair Market Value of a share of Common Stock as determined
in good faith by the Board of Directors of the Company.  In the event
that the Board of Directors of the Company and the Warrantholder are unable to
agree upon the Fair Market Value in respect of clause (ii) above, the Company
and the Warrantholder shall jointly select an appraiser who is experienced in
such matters.  The decision of such appraiser shall be final and
conclusive, and the cost of such appraiser shall be borne equally by the Company
and the Warrantholder.

     

    “Options” means any
rights or options to subscribe for or purchase Common Stock or Convertible
Securities and any awards of Common Stock or Convertible
Securities.

     

    “Out of the Money
Options” means any Options existing as of the Signing Date with an
exercise in excess of $0.54, which have the right on such date to convert to
2,195,442 shares of Common Stock.  For the avoidance of doubt, an Out
of the Money Option shall continue to remain an Out of the Money Option after a
repricing, exchange or similar action with respect to such Out of the Money
Option.

     

    “Signing Date” means
July 17, 2009.

     

    (a)           Adjustment of Number of
Warrant Shares Issuable upon Exercise of Warrant.

     

    (i)           If
and whenever on or after the Date of Issuance of this Warrant the Company issues
or sells, or in accordance with Section 9(b) is
deemed to have issued or sold, any shares of Common Stock for a consideration
per share less than (x) $0.54 (as such amount is proportionately adjusted for
stock splits, stock combinations, stock dividends and recapitalizations
affecting the Common Stock after the Date of Issuance, the “Base Price”) or
(y) the Market Price of the Common Stock determined as of the date of such
issue or sale, then immediately upon such issue or sale the number of Warrant
Shares issuable upon exercise of this Warrant shall be increased to whichever of
the following number of Warrant Shares is greater:

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (A)           the
number of Warrant Shares acquirable upon exercise of this Warrant determined by
multiplying number of Warrant Shares acquirable upon exercise of this Warrant
immediately prior to such issue or sale by a fraction, the numerator of which
shall be the product derived by multiplying the Base Price of the Common Stock
by the number of shares of Common Stock Deemed Outstanding immediately after
such issue or sale, and the denominator of which shall be the sum of (1) the
number of shares of Common Stock Deemed Outstanding immediately prior to such
issue or sale multiplied by the Base Price of the Common Stock determined as of
the date of such issue or sale, plus (2) the consideration, if any, received by
the Company upon such issue or sale; or

     

    (B)           the
number of Warrant Shares acquirable upon exercise of this Warrant determined by
multiplying the number of Warrant Shares acquirable upon exercise of this
Warrant immediately prior to such issue or sale by a fraction, the numerator of
which shall be the product derived by multiplying the Market Price of the Common
Stock by the number of shares of Common Stock Deemed Outstanding immediately
after such issue or sale, and the denominator of which shall be the sum of (1)
the number of shares of Common Stock Deemed Outstanding immediately prior to
such issue or sale multiplied by the Market Price of the Common Stock determined
as of the date of such issuance of sale, plus (2) the consideration, if any,
received by the Company upon such issue or sale.

     

    (ii)           Anything
herein to the contrary notwithstanding, the Company shall not be required to
make any adjustment of the number of Warrant Shares acquirable upon exercise of
this Warrant in the case of the issuance of (A) securities issued pursuant to
the Purchase Agreement and securities issued upon the exercise or conversion of
those securities, and (B) shares of Common Stock issued or issuable by reason of
a dividend, stock split or other distribution on shares of Common Stock (but
only to the extent that such a dividend, split or distribution results in an
adjustment in the number of Warrant Shares acquirable upon exercise of this
Warrant pursuant to the other provisions of this Warrant).

     

    (b)           Effect of Certain Events on
Number of Warrant Shares.  For purposes of determining the
adjusted number of Warrant Shares acquirable upon exercise of this Warrant under
Section 9(a),
the following shall be applicable:

     

    (i)           Issuance of
Options.  If the Company in any manner grants or sells any
Options, then upon the occurrence of a Liquidity Event with respect to such
Options the number of Warrant Shares acquirable upon exercise of this Warrant
shall be increased such that the Warrantholder shall be entitled to acquire upon
exercise of this Warrant the same percentage of the fully diluted Common Stock
(i.e., determined by calculating all convertible instruments as fully converted)
immediately following or contemporaneous with the occurrence of  such
Liquidity Event that the Warrantholder otherwise would have been entitled to
acquire upon exercise of this Warrant immediately prior to the occurrence of
such Liquidity Event (excluding, for purposes of such calculation, the number of
Out of the Money Options outstanding as of the Signing Date).  The
Company shall promptly provide the Warrantholder with written notice of the
occurrence of any Liquidity Event.  The adjustments set forth in this
paragraph shall also be given effect with respect to any transaction where the
relevant Liquidity Event and liquidity for the Warrant or the Warrant Shares
occurs contemporaneously, in the same transaction or as part of a series of
related transactions.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (ii)           Issuance of Convertible
Securities.  If the Company in any manner issues or sells any
Convertible Securities, and the price per share for which Common Stock is
issuable upon conversion or exchange thereof is less than (a) the Base Price in
effect immediately prior to the time of such issue or sale or (b) the Market
Price determined as of such time, then the maximum number of shares of Common
Stock issuable upon conversion or exchange of such Convertible Securities shall
be deemed to be outstanding and to have been issued and sold by the Company for
such price per share.  For the purposes of this paragraph, the “price
per share for which Common Stock is issuable upon conversion or exchange
thereof” is determined by dividing (A) the total amount received or receivable
by the Company as consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if
any, payable to the Company upon the conversion or exchange thereof, by (B) the
total maximum number of shares of Common Stock issuable upon the conversion or
exchange of all such Convertible Securities.  No further adjustment of
the number of Warrant Shares acquirable upon exercise of this Warrant shall be
made upon the actual issue of such Common Stock upon conversion or exchange of
such Convertible Securities, and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments of the
number of Warrant Shares acquirable upon exercise of this Warrant had been or
are to be made pursuant to other provisions of this Section 9(b), no
further adjustment of the number of Warrant Shares acquirable upon exercise of
this Warrant shall be made by reason of such issue or sale.

     

    (iii)           Change in Conversion
Rate.  If the additional consideration, if any, payable upon
the issue, conversion or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the number of Warrant Shares acquirable upon exercise
of this Warrant at the time of such change shall be adjusted immediately to the
number of Warrant Shares which would have been acquirable upon exercise of this
Warrant at such time had such Convertible Securities still outstanding provided
for such changed additional consideration or changed conversion rate, as the
case may be, at the time initially granted, issued or sold.  For
purposes of this Section 9(b), if the
terms of any Convertible Security which was outstanding as of the date of
issuance of this Warrant are changed in the manner described in the immediately
preceding sentence, then such Convertible Security and the Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change; provided that no such
change shall at any time cause the number of Warrant Shares acquirable upon
exercise of this Warrant hereunder to be decreased.

     

    (iv)           Treatment of Expired Options
and Terminated Convertible Securities.  Upon the expiration of
any Option issued or granted on or following the Date of Issuance or the
termination of any right to convert or exchange any Convertible Securities
without the exercise of such Option or right, the number of Warrant Shares
acquirable upon exercise of this Warrant shall be adjusted immediately to the
number of Warrant Shares which would have been acquirable upon exercise of this
Warrant at the time of such expiration or termination had such Option or
Convertible Securities, to the extent outstanding immediately prior to such
expiration or termination, never been issued.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (v)           Treatment of Out of the
Money Options Outstanding as of the Date of Issuance.  Upon the
occurrence of a Liquidity Event with respect to any Out of the Money Option at
any time after the Signing Date, (A) if this Warrant shall not have been
exercised in full, then the number of Warrant Shares acquirable upon exercise of
this Warrant shall be increased such that the Warrantholder shall be entitled to
acquire upon exercise of this Warrant the same percentage of the Common Stock
outstanding immediately following the occurrence of the Liquidity Event with
respect to such Option that the Warrantholder otherwise would have been entitled
to acquire upon exercise of this Warrant immediately prior to the occurrence of
the Liquidity Event with respect to of such Option, or (B) if this Warrant shall
have been exercised in full, then the Company shall promptly, and in any event
within three business days, issue and deliver to the Warrantholder the requisite
number of shares of Common Stock such that the Warrantholder shall own the same
percentage of the Common Stock outstanding immediately following the occurrence
of the Liquidity Event with respect to such Option that the Warrantholder owned
immediately prior to the occurrence of the Liquidity Event with respect to such
Option.  The Company shall promptly provide the Warrantholder with
written notice of the occurrence of any Liquidity Event.  The
adjustments set forth in this paragraph shall also be given effect with respect
to any transaction where the relevant Liquidity Event and liquidity for the
Warrant or the Warrant Shares occurs contemporaneously in the same transaction
or as part of a series of related transactions.

     

    (vi)           Calculation of Consideration
Received.  If any Common Stock or Convertible Securities are
issued or sold or deemed to have been issued or sold for cash, then the
consideration received therefor shall be deemed to be the net amount received by
the Company therefor.  In case any Common Stock or Convertible
Securities are issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Company shall be the Fair
Market Value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
shall be the Market Price thereof as of the date of receipt.  In case
any Common Stock or Convertible Securities are issued to the owners of the
non-surviving entity in connection with any merger in which the Company is the
surviving entity the amount of consideration therefor shall be deemed to be the
Fair Market Value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Stock or Convertible
Securities, as the case may be.  In the event that the Board of
Directors of the Company and the Warrantholder are unable to agree upon the Fair
Market Value, the Company and the Warrantholder shall jointly select an
appraiser who is experienced in such matters.  The decision of such
appraiser shall be final and conclusive, and the cost of such appraiser shall be
borne equally by the Company and the Warrantholder.

     

    (vii)           Treasury
Shares.  The number of shares of Common Stock outstanding at
any given time does not include shares owned or held by or for the account of
the Company or any Subsidiary of the Company, and the disposition of any shares
so owned or held shall be considered an issue or sale of Common
Stock.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (viii)           Record
Date.  If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (A) to receive a dividend or other
distribution payable in Common Stock, Options or in Convertible Securities or
(B) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

     

    (c)           Subdivision or Combination
of Common Stock.  If the Company at any time subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Stock into a greater number of shares, then
the number of Warrant Shares acquirable upon exercise of this Warrant
immediately prior to such subdivision shall be proportionately
increased.  If the Company at any time combines (by reverse stock
split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, then the number of Warrant Shares
acquirable upon exercise of this Warrant shall be proportionately
decreased.

     

    (d)           Reorganization,
Reclassification, Consolidation, Merger or Sale.  Any
recapitalization, reorganization, reclassification, consolidation, merger, sale
of all or substantially all of the Company’s assets or other transaction, which
in each case is effected in such a way that the holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as “Organic
Change.”  Prior to the consummation of any Organic Change, the
Company shall make appropriate provision (in form and substance reasonably
satisfactory to the Warrantholder) to insure that the Warrantholder shall
thereafter have the right to acquire and receive, in lieu of or addition to (as
the case may be) the Warrant Shares immediately theretofore acquirable and
receivable upon the exercise of this Warrant, such shares of stock, securities
or assets as would have been issued or payable in such Organic Change (if the
Warrantholder had exercised this Warrant immediately prior to such Organic
Change) with respect to or in exchange for the number of Warrant Shares
immediately theretofore acquirable and receivable upon exercise of this Warrant
had such Organic Change not taken place.  In any such case, the
Company shall make appropriate provision (in form and substance satisfactory to
the Warrantholder) with respect to the Warrantholder’s rights and interests to
insure that the provisions of this Section 9 and Sections 10 and
11 hereof shall
thereafter be applicable to the Warrant.  The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation
thereof, the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes by written
instrument (in form and substance reasonably satisfactory to the Warrantholder),
the obligation to deliver to the Warrantholder such shares of stock, securities
or assets as, in accordance with the foregoing provisions, the Warrantholder may
be entitled to acquire.  Notwithstanding any other provision in this
Warrant to the contrary, the Warrantholder shall have the right, at its
election, to sell or exchange this Warrant (rather sell or exchange the Warrant
Shares) in connection with any Organic Change that is structured as a sale or
exchange of securities of the Company, and the Company shall use its reasonable
best efforts to take all actions necessary or reasonably requested by the
Warrantholder to give effect to such election.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (e)           Loss of Existing
NOLs:  If the Company is unable to fully utilize its net
operating loss carry forward for income tax purposes (“NOLs”) existing as of the
date hereof (which is at least $117 million) as a result of an ownership change
within the meaning of Section 382(g) of the Internal Revenue Code of 1986, as
amended (an “NOL Event”), the number of Warrant Shares acquirable upon exercise
of this Warrant shall be increased on the date the Company becomes aware of the
NOL Event by the sum of (A) a number of shares of Common Stock that the Warrant
would have been initially exercisable for as of the Issuance Date if the initial
number of Warrant Shares represented 49.99% of the fully diluted shares of
Common Stock of the Company on the Issuance Date including the Warrant Shares
(i.e., determined by calculating all convertible instruments as fully converted
but excluding, for purposes of such calculation, the number of Out of the Money
Options outstanding as of Issuance Date) (such number of additional shares, the
“Additional NOL
Shares”) and (B) such additional shares of Common Stock that would have
been issuable under the Warrant with respect to the Additional NOL Shares
pursuant to the adjustments set forth in provision of this Warrant if such
Additional NOL Shares were part of the Warrant Shares issuable under this
Warrant as of the Issuance Date.  The Company shall promptly provide
the Warrantholder with written notice of any NOL Event as soon as practicable
after the NOL Event becomes known to the Company.  In the event this
Warrant has been transferred or exercised, the adjustments set forth in this
paragraph shall be made on a pro rata basis among the holders of the Warrants if
none of the Warrants had been exercised, or if any Warrant has been exercised,
taking into account the number of Warrant Shares held by the holders of the
Warrant and the Warrant Shares.  For the avoidance of doubt and in
clarification of the foregoing, to the extent that this Warrant has been
exercised, in whole or in part (the “Exercised Portion”),
the holder of this Warrant will be entitled to receive an additional Warrant to
purchase the number of Warrant Shares for which this Warrant would have been
increased with respect to the Exercised Portion had the Exercised Portion not
been exercised prior to an adjustment for an NOL Event, plus, to the extent that
the Warrant has not been fully exercised, the increase that the holder of the
Warrant would be entitled to receive pursuant to this Section 9(e) for the
portion of the Warrant still outstanding, in each case, without
duplication.  The adjustments set forth in this paragraph shall also
be given effect with respect to any transaction where the loss of the NOLs
occurs contemporaneously, in the same transaction or as part of a series of
related transactions, with a liquidity event for the Warrant or the Warrant
Shares.

     

    (f)           Certain
Events.  If any event occurs of the type contemplated by the
provisions of this Section 9 but not
expressly provided for by such provisions (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other rights with
equity features), then the Company’s Board of Directors shall make an
appropriate adjustment in the number of Warrant Shares obtainable upon exercise
of this Warrant so as to protect the rights of the Warrantholder; provided that no such
adjustment shall decrease the number of Warrant Shares obtainable as otherwise
determined pursuant to this Section
9.

     

    Section
10.         Dividends.  If
the Company declares or pays any dividend upon the Common Stock except for a
stock dividend payable in shares of Common Stock (a “Dividend”), then the
Company shall pay to the Warrantholder at the time of payment thereof the
Dividend which would have been paid to such Warrantholder had this Warrant been
fully exercised immediately prior to the date on which a record is taken for
such Dividend, or, if no record is taken, the date as of which the record
holders of Common Stock entitled to such dividends are to be
determined.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Section
11.         Purchase
Rights.  If at any time the Company grants, issues or sells any
Convertible Securities or rights to purchase stock, warrants, securities or
other property pro rata to the record holders of any class of Common Stock (the
“Purchase
Rights”), then the Warrantholder shall be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which
such holder could have acquired if such holder had held the number of Warrant
Shares acquirable upon complete exercise of this Warrant immediately before the
date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.

     

    Section
12.         Fractional
Interest.  The Company shall not be required to issue fractions
of Warrant Shares upon the exercise of this Warrant.  If any
fractional share of Common Stock would, except for the provisions of the first
sentence of this Section 12, be
deliverable upon such exercise, then the Company, in lieu of delivering such
fractional share, shall pay to the exercising Warrantholder an amount in cash
equal to the Market Price of such fractional share of Common Stock on the date
of exercise.

     

    Section
13.         Extension of Expiration
Date.  If (a)(i) the Company fails to cause any Registration
Statement covering Registrable Securities (as such term is defined in that
certain Investor Rights Agreement, dated as of the date hereof, by and between
the Company and Trailer Investments, LLC, as amended, supplemented or otherwise
modified from time to time (the “Investor Rights
Agreement”)) to be declared effective prior to the applicable dates set
forth therein, or (ii) if any of the events specified in Section 7.1 of the
Investor Rights Agreement occurs, and the Blackout Period (as such term is
defined in the Investor Rights Agreement) (whether alone, or in combination with
any other Blackout Period) continues for more than sixty days in any
twelve-month period, or for more than a total of ninety days, or (b) the Company
fails to provide the notice required by Section 15(b) within
the time periods set forth therein, then the Expiration Date of this Warrant
shall be extended one day for (1) in the case of clause (a), each day beyond the
sixty day or ninety day limits, as the case may be, that the Blackout Period
continues, or (2) in the case of clause (b), each day after the ninetieth day
prior to the Expiration Date that the required notice has not yet been provided
to the Warrantholder.

     

    Section
14.         Benefits.  Nothing
in this Warrant shall be construed to give any person, firm or corporation
(other than the Company and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the sole and
exclusive benefit of the Company and the Warrantholder.

     

    Section
15.         Notices to
Warrantholder.

     

    (a)           Upon
the happening of any event requiring an adjustment of the number of Warrant
Shares acquirable upon exercise of this Warrant, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted number of Warrant Shares acquirable
upon exercise of this Warrant resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.  Failure to give such notice to the
Warrantholder or any defect therein shall not affect the legality or validity of
the subject adjustment.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (b)           At
least ninety but no more than one hundred twenty days prior to the Expiration
Date, the Company shall provide written notice to the Warrantholder at the
address appearing in the records of the Company, stating the calendar date upon
which the Expiration Date will occur.

     

    Section
16.         Identity of Transfer
Agent.  The transfer agent for the Common Stock is BNY
Mellon.  Upon the appointment of any subsequent transfer agent for the
Common Stock or other shares of the Company’s capital stock issuable upon the
exercise of the rights of purchase represented by this Warrant, the Company will
mail to the Warrantholder a statement setting forth the name and address of such
transfer agent; provided, however, that such
notice shall be provided for convenience only and shall not be required for
effectiveness of any such subsequent appointment.

     

    Section
17.         Further
Assurances.  Except and to the extent as waived or consented to
by the Warrantholder, the Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of  the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or reasonably required to
protect the rights of Warrantholder as set forth in this Warrant against
impairment. Without limiting the generality of the foregoing, the Company will
(a) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately before such increase in par value, (b)
take all such action as may be necessary or reasonably required in order that
the Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of this Warrant, and (c) use all reasonable best
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to enable
the Company to perform its obligations under this Warrant.  Before
taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable, the Company shall use all
reasonable  best efforts to obtain all such authorizations or
exemptions thereof, or consents thereto, as may be necessary or reasonably
required from any public regulatory body or bodies having jurisdiction
thereof.

     

    Section
18.         Notices.  Unless
otherwise provided, any notice required or permitted under this Warrant 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 telex or 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 as set forth below, or at such other address as the
Warrantholder or the Company may designate by ten days’ advance written notice
to the other party:

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    If to the
Company, then to:

     

    Wabash
National Corporation

    1000
Sagamore Parkway South

    Lafayette,
Indiana 47905

    Attention:         Chief
Financial Officer

    Facsimile:         (765)
771-5579

     

    with a
copy to (which shall not constitute notice):

     

    Hogan &
Hartson LLP

    111 South
Calvert Street

    Suite
1600

    Baltimore,
MD 21202

    Attention:         Michael
J. Silver

    Facsimile:         (410)
539-6981

     

    If to the
Warrantholder, then to:

     

    Trailer
Investments, Inc.

    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 (which shall not constitute notice):

     

    Kirkland &
Ellis LLP

    601
Lexington Avenue

    New York,
NY  10022

    
      Attention:         Frederick
Tanne, P.C.

    

    
                               Srinivas
S. Kaushik

    

    
      Facsimile:       
(212)
446-6460

    

     

    Section
19.         Registration
Rights.  The initial Warrantholder is entitled to the benefit
of certain registration rights with respect to the shares of Common Stock
issuable upon the exercise of this Warrant as provided in the Investor Rights
Agreement, and any subsequent Warrantholder may be entitled to such rights in
accordance with the terms of the Investor Rights Agreement.

     

    Section
20.         Successors.  All
the covenants and provisions hereof by or for the benefit of the Warrantholder
shall bind and inure to the benefit of its respective successors and assigns
hereunder.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    Section
21.         Governing Law; Consent to
Jurisdiction; Waiver of Jury Trial.  This Warrant shall be
governed by, and construed in accordance with, the internal laws of the State of
New York, without reference to the choice of law provisions
thereof.  The Company and, by accepting this Warrant, the
Warrantholder, each 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 Warrant
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 Warrant.  The Company and, by accepting this
Warrant, the Warrantholder, each 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.  The Company and, by accepting this Warrant, the
Warrantholder, each 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 COMPANY AND, BY ITS
ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS AND
WARRANTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

     

    Section
22.         No Rights as
Stockholder.  Prior to the exercise of this Warrant, the
Warrantholder shall not have or exercise any rights as a stockholder of the
Company by virtue of its ownership of this Warrant.

     

    Section
23.         Amendment;
Waiver.  This Warrant was issued in connection with the
consummation of the transactions contemplated by the Purchase
Agreement.  Any term of this Warrant may be amended or waived
(including the adjustment provisions included in Section 9 of this
Warrant) upon the written consent of the Company and the
Warrantholder.

     

    Section
24.         No Strict
Construction.  The language used in this Warrant 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
25.         Section
Headings.  The section headings in this Warrant are for the
convenience of the Company and the Warrantholder and in no way alter, modify,
amend, limit or restrict the provisions hereof.

     

    [END OF
PAGE]

    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO WARRANT

     

    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of
the Date of Issuance.

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            WABASH
      NATIONAL CORPORATION

                          
	 
      	 
      
	 
      	
                            By:

                          	
                            /s/ Richard J. Giromini

                          
	 	Name: 	Richard
      J. Giromini 
	 
      	
                            Title:
      President and Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIGNATURE
PAGE TO WARRANT

     

    ACCEPTED
AND AGREED TO AS OF THE DATE OF ISSUANCE BY:

     

    
      
        
          	 
      	
                  TRAILER
      INVESTMENTS, LLC

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Michael J. Lyons

                
	 
      	
                  Name:

                	
                  Michael
      J. Lyons

                
	 
      	
                  Title:

                	
                  President

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
A

    WABASH
NATIONAL CORPORATION

    WARRANT
EXERCISE FORM

     

    To:
Wabash National Corporation

     

    The
undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant (“Warrant”) for, and to
purchase thereunder by the payment of the Warrant Price and surrender of the
Warrant, _______________ shares of Common Stock (“Warrant Shares”)
provided for therein, and requests that:

     

    certificates
for the Warrant Shares be issued as follows:

     

    
      
        
          
            
              
                
                  	
                           

                        
	
                          Name

                        
	 
	
                           

                        
	
                          Address

                        
	
                           

                        
	 
	
                           

                        
	
                          Federal
      Tax ID
No.

                        


                

              

            

          

        

      

    

    


     

    
      and
delivered by          (certified
mail to the above address, or

    

    
                                                          
(other (specify): _______________________________________).

    

     

    and, if
the number of Warrant Shares shall not be all the Warrant Shares purchasable
upon exercise of the Warrant, then that a new Warrant for the balance of the
Warrant Shares purchasable upon exercise of this Warrant be registered in the
name of the undersigned Warrantholder or the undersigned’s assignee as below
indicated and delivered to the address stated below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Dated:
___________________, ____

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 
      	
                                                          Signature:

                                                        	 
	 	 
	 
      	
                                                           

                                                        
	 
      	
                                                          Name
      (please print)

                                                        
	 	 
	 
      	
                                                           

                                                        
	 
      	
                                                           

                                                        
	 
      	
                                                          Address

                                                        
	 
      	
                                                           

                                                        
	 
      	
                                                          Federal
      Tax ID No.

                                                        
	 	 
	 
      	
                                                          Assignee:

                                                        
	 
      	
                                                           

                                                        
	 
      	
                                                           

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    APPENDIX
B

    WABASH
NATIONAL CORPORATION

    NET ISSUE
ELECTION NOTICE

     

    To:
Wabash National Corporation

     

    Date:
[_________________________]

     

    The
undersigned hereby elects under Section 4 of this
Warrant to surrender the right to purchase [____________] shares of Common Stock
pursuant to this Warrant and hereby requests the issuance of [_____________]
shares of Common Stock.  The certificate(s) for the shares issuable
upon such net issue election shall be issued in the name of the undersigned or
as otherwise indicated below.

     

    
      
        
          
            
              
                
                  	
                           

                        
	
                          Signature

                        
	
                           

                        
	 
	
                          Name
      for Registration

                        
	
                           

                        
	 
	
                          Mailing
      Address