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

 

Exhibit 10.1

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 
 

 

2.           Joinder; Inter-Lender Assignments.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

and (y) in the case of the Term Priority Collateral, Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds to make such replacements, purchases or construction unless, while the Term Loan Credit Agreement is in effect or any Additional Indebtedness is outstanding, such replacements, purchases and construction are permitted by the terms of the Term Loan Credit Agreement (as in effect on the date hereof, or in the case of the Net Cash Proceeds from the sale or other disposition of the Real Property Collateral located at 00000 Xxxxx Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxx as may be consented by the requisite lenders party to the Term Loan Credit Agreement) and such agreements, instruments or documents delivered in connection with any Additional Indebtedness or, if the Term Loan Credit Agreement is no longer in effect and no Additional Indebtedness is outstanding, such Net Cash Proceeds are in excess of $1,500,000 in any given fiscal year.

 

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

 

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

 

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

 

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

 

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

 

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

 

3.3          Maturity.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(e)          [Reserved],

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

-12-
 

 

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

 

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

 

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

 

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

 

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

 

-13-
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

-14-
 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

-15-
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

-16-
 

 

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

 

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

 

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

 

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

 

10.         Post-Closing Covenants. Each Borrower agrees, (i) within sixty (60) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) original fully executed and notarized recordable amendments to the Mortgages for the Real Property Collateral, (b) if available at commercially reasonable rates, a date down endorsement to Agent's loan policy of title insurance pertaining to each Mortgage for the Real Property Collateral, covering the recording of each amendment described in clause (a) of this Section 10, (c) payment of all fees, costs, title premiums and recording taxes required to be paid in connection with the documents described in clauses (a) and (b) of this Section 10 and (d) fully executed Control Agreements with respect to account numbers (1) 9600144326, 4124386350, 4686802968, 9641481727, 9673451218, 9675451117 and 9675451125 maintained at Xxxxx Fargo, (0) 0000000000, 4522308336, 4522308433, 4522308468, 4522308441 and 4522308344 maintained at RBS Citizens, N.A, (0) 0000000000 maintained at Capital One Bank and (4) 0020665260 maintained at BMO Xxxxxx Bank and (ii) within thirty (30) days of the date hereof (or such later date as Agent may agree in its sole discretion), to deliver to Agent, each in form and substance reasonably satisfactory to Agent (a) a lender's loss payable endorsement in favor of Agent on property insurance policy number US00071471PR15A issued by XL Insurance Company Inc., together with a list of the covered real property locations and (b) a notice of cancellation endorsement in favor of Agent on general liability policy number 79963080 issued by Chubb Custom Insurance Company, providing for prior written notice to Agent of the exercise of any right of cancellation of not less than 30 days' (10 days' in the case of non-payment). Notwithstanding any provision of the Credit Agreement or any other Loan Document to the contrary, the parties hereto agree that (i) to the extent that the failure of the Borrowers to deliver any of the items set forth in this Section 10 on the date hereof would otherwise cause any representation, warranty or covenant in the Credit Agreement, this Amendment or any other Loan Document to be in breach, or any Default or Event of Default to exist, the Lenders hereby waive such breach, Default or Event of Default for the period from the date hereof until the first date on which such item is required to be delivered pursuant to this Section 10 and (ii) the failure of the Borrowers to deliver any of the items set forth in this Section 10 within the time period required with respect to such item shall result in an immediate Event of Default under the Credit Agreement.

 

-17-
 

 

11.         Miscellaneous.

 

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

 

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

 

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

 

12.          Release.

 

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

 

-18-
 

 

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

 

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

 

-19-
 

 

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

 

  BORROWERS:
   
  WABASH NATIONAL CORPORATION,
  a Delaware corporation
     
  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title:  Senior Vice President & Chief Financial Officer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title:  Treasurer

 

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

 

  TRANSCRAFT CORPORATION,
  a Delaware corporation
     
  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title:   Treasurer & Vice President

 

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

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

 

 
 

 

  WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation
     
  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

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

 

 
 

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

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

 

 
 

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

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

 

 
 

 

  GUARANTORS:
   
  CLOUD OAK FLOORING COMPANY, INC.
   
  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer & Vice President

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Senior Vice President & Chief Financial Officer

 

  CONTINENTAL TRANSIT CORPORATION
   
  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

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

 

 
 

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

 

  By: /s/ Xxxxxxx X. Xxxxxx
  Name: Xxxxxxx X. Xxxxxx
  Title: Treasurer

 

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

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

 

 
 

 

  AGENT:
   
  XXXXX FARGO CAPITAL FINANCE, LLC
     
  By: /s/ Xxx Xxxxx
  Title: V.P.

 

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

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

 

 
 

 

  LENDERS:
   
  XXXXX FARGO CAPITAL FINANCE, LLC
   
  By: /s/ Xxx Xxxxx
  Title: V.P.

 

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

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

 

 
 

 

  CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as a Lender
   
  By: /s/ Xxxxxxxx X. Xxxxxx
  Title: SVP

 

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

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

 

 
 

 

  BMO XXXXXX BANK N.A., as a Lender
   
  By: /s/ Xxxxx Xxxxxx
  Title: Director

 

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

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

 

 
 

 

  PNC BANK, NATIONAL ASSOCIATION, as "New Lender" and as a Lender
     
  By: /s/ Xxxx X. Xxxxxxx
  Title: Senior Vice President

 

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

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

 

 
 

 

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

 

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

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

 

 
 

 

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

 

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

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

 

 
 

 

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

 

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

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

 

 
 

 

Schedule C-1

 

Commitments

 

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

 

 
 

 

Schedule 4.6(a)

 

States of Organization

 

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

 

 
 

 

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

 

 
 

 

Schedule 4.6(b)

 

Chief Executive Offices

 

Entity   Address of Chief Executive Office

Wabash National Corporation

Wabash National Trailer Centers, Inc.

Wabash National, L.P.

Wabash National Services, L.P.

Continental Transit Corporation

FTSI Distribution Company, L.P.

Wabash National Manufacturing, L.P.

National Trailer Funding, L.L.C.

Wabash International Holdings, Inc.

WNC Receivables Management Corp.

WNC Receivables, LLC

Wabash Financing LLC

  

X.X. Xxx 0000

Xxxxxxxxx, Xxxxxxx 00000

 

0000 Xxxxxxxx Xxxxxxx Xxxxx

Xxxxxxxxx, Xxxxxxx 00000

     
Wabash Wood Products, Inc.  

X.X. Xxx 000, 000 Xxxxxxxxxx Xxxx Xx.

Xxxxxxxx, Xxxxxxxx 00000

     
Transcraft Corporation  

000 Xxxxxxxxxxxxx Xxxxx

Xxxxx, Xxxxxxxx 00000

     
Cloud Oak Flooring Company, Inc.  

X.X. Xxx 000, 000 Xxxx Xxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxxx 00000

     

Xxxxxx Group Holdings LLC

Garsite/Progress LLC

Xxxxxx Stainless Equipment Company LLC

  

000 X. Xxxxx Xxxxxx

Xxx Xxxxxx, XX 00000

     

Xxxxxxx Tank LLC

Xxxxxxx Tank Services LLC

  

000 Xxxxxxxxx Xxxxxx, X.X. Xxx 000

Xxxx xx Xxx, XX 00000

     

Bulk Solutions LLC

Bulk Services, S. de X.X. de C.V.

Bulk Tank International, S. de X.X. de C.V.

Bulk Systems Mexico, S. de X.X. de C.V

  

Carretera QRO-SLP km. 58

Parque Industrial Opcion

San Xxxx Xxxxxxxx

GTO 37890

     

Extract Technology Limited

Extract Technology Pte Ltd.

Wabash UK Holdings Limited

  

Xxxxxxx Junction Industrial Estate

Xxxxx Xxxx, XX0 0XX

Xxxxxxxxxxxx, Xxxx Xxxxxxxxx, XX

 

 
 

 

Schedule 4.6(c)

 

Organizational Identification Numbers

 

Entity   Organizational I.D.
Number		   Tax I.D. Number
         
Wabash National Corporation   2273455   00-0000000
         
Wabash National, L.P.   3067889   00-0000000
         
Wabash Wood Products, Inc.   AR100160973   00-0000000
         
Transcraft Corporation   3014313   00-0000000
         
Wabash National Trailer Centers, Inc.   2735206   00-0000000
         
Cloud Oak Flooring Company, Inc.   AR100108157   00-0000000
         
Wabash National Manufacturing, L.P.   3277493   00-0000000
         
Wabash National Services, L.P.   3066179   00-0000000
         
FTSI Distribution Company, L.P.   3132296   00-0000000
         
National Trailer Funding, L.L.C.   3107585   00-0000000
         
Continental Transit Corporation   198508-844   00-0000000
         
Wabash International Holdings, Inc.   5139932   00-0000000
         
Xxxxxx Group Holdings LLC   800701712   00-0000000
         
Xxxxxxx Tank LLC   B045510   00-0000000
         
Xxxxxxx Tank Services LLC   B045781   00-0000000
         
Garsite/Progress LLC   800774304   00-0000000
         
Xxxxxx Stainless Equipment Company LLC   2544919   00-0000000
         
Bulk Solutions LLC   801023526   00-0000000
         
WNC Receivables Management Corp.   3508223   00-0000000
         
WNC Receivables, LLC   3508224   00-0000000
         
Wabash Financing LLC   3436042   00-0000000

 

 
 

 

Schedule 4.12

 

Environmental Matters

 

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

 

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

 

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

 

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

 

Former Facility, 610 & 000 Xxxxx Xx. and 00 Xxxxxx Xxx., Xxxxxx Xxxx, XX. A 1995 investigation identified soil and groundwater impacts, including arsenic, petroleum hydrocarbons, a phthalate, metals, and low concentrations of chlorinated solvents. ERM estimated costs for the MLC at $250,000 and for the RWC at $500,000 over a period of five to ten years.

 

 

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

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

 

 
 

 

Environmental Liens

 

New Lisbon, Wisconsin

 

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

 

Fond du Lac, Wisconsin

 

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

 

Mauston, Wisconsin

 

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

 

 
 

 

Schedule 4.13

 

Intellectual Property

 

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

 

Trademark Registrations/Applications

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

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

 

 
 

 

Trademark Name   Owner Name   Country   Status   Application
Number		   Registration
Number
DURAPLATE   Wabash National, L.P.   Australia   Registered   1443763   1443763
DURAPLATE   Wabash National, L.P.   European Community   Registered   10256451   10256451
DURAPLATE AEROSKIRT   Wabash National, L.P.   United States of America   Registered   77-685287   3785939
DURAPLATE AEROSKIRT   Wabash National, L.P.   Mexico   Registered   1024934   1171480
DURAPLATE AEROSKIRT   Wabash National, L.P.   Mexico   Registered   1024934   1171480
DURAPLATE AEROSKIRT   Wabash National, L.P.   Canada   Registered   1447133   794030
DURAPLATE AEROSKIRT CX   Wabash National, L.P.   United States of America   Filed   86539629   n/a
DURAPLATE HD   Wabash National, L.P.   Mexico   Registered   749392   920312
DURAPLATE HD   Wabash National, L.P.   Mexico   Registered   749392   920312
DURAPLATE HD   Wabash National, L.P.   United States of America   Registered   78-704457   3141656
DURAPLATE HD   Wabash National, L.P.   Canada   Registered   1278835   695747
DURAPLATE XD-35   Wabash National, L.P.   Mexico   Registered   1209772   1338590
DURAPLATE XX-00   Xxxxxx Xxxxxxxx, X.X.   Xxxxxx Xxxxxx of America   Registered   85-413845   4365299

 

 
 

 

Trademark Name   Owner Name   Country   Status   Application
Number		   Registration
Number
DURAPLATE XD-35   Wabash National, L.P.   Canada   Registered   1542374   888280
EZ SERIES   Wabash National, L.P.   Mexico   Registered   937393   1133164
EZ SERIES   Wabash National, L.P.   Mexico   Registered   937393   1133164
XX-0   Xxxxxx Xxxxxxxx, X.X.   Xxxxxx Xxxxxx of America   Registered   76-264095   2792086
EZ-ADJUST   Wabash National, L.P.   United States of America   Registered   85-891626   4573306
LOCK-RITE   Wabash National, L.P.   United States of America   Registered   86-179579   4736306
LOCK-RITE   Wabash National, L.P.   Canada   Published   1687402   n/a
MAXCLEARANCE   Wabash National, L.P.   United States of America   Registered   85-891624   4561175
MAXCLEARANCE   Wabash National, L.P.   Canada   Published   1620800   n/a
OUR INNOVATION MOVES THE WORLD   Wabash National, L.P.   United States of America   Registered   77-223601   3372759
ROADRAILER   Wabash National, L.P.   United States of America   Registered   72-118413   0742259

 

 
 

 

Trademark Name   Owner Name   Country   Status   Application
Number		   Registration
Number
ROADRAILER   Wabash National, L.P.   China (People's Republic)   Registered   00-0000   000000
ROADRAILER   Wabash National, L.P.   Canada   Registered   597349   353129
ROADRAILER   Wabash National, L.P.   Mexico   Registered   60584   365646
ROADRAILER   Wabash National, L.P.   Japan   Registered   050412   2439493
ROADRAILER   Wabash National, L.P.   Japan   Registered   2007-117772   5210481
ROADRAILER   Wabash National, L.P.   South Africa   Registered   2007-27213   2007-27213
ROADRAILER and Design   Wabash National, L.P.   United States of America   Registered   73-754590   1539255
SOLARGUARD   Wabash National, L.P.   United States of America   Registered   75048815   2181015
SOLARGUARD and Design   Wabash National, L.P.   United States of America   Registered   77-186101   3372463
TRANS-LINER   Wabash National, L.P.   United States of America   Registered   75-352935   2266201
TRUST LOCK   Wabash National, L.P.   United States of America   Registered   76-361840   2940427

 

 
 

 

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

 

 
 

 

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

 

 
 

 

Patent Registrations

 

Patent Registration No.   Country   Name   Owner
2265405   Canada   Composite Joint Configuration   Wabash National, L.P.
2551863   Canada   Composite Joint Configuration   Wabash National, L.P.
2531934   Canada   Composite Joint Configuration   Wabash National, L.P.
2264311   Canada   Composite Joint Configuration   Wabash National, L.P.
000000   Xxxxxx   Composite Joint Configuration   Wabash National, L.P.
5860693   United States   Composite Joint Configuration   Wabash National, L.P.
6220651   United States   Composite Joint Configuration   Wabash National, L.P.
6412854   United States   Composite Joint Configuration   Wabash National, L.P.
7069702   United States   Composite Joint Configuration   Wabash National, L.P.
6986546   United States   Composite Joint Configuration   Wabash National, L.P.
5876089   United States   Trailer with Horizontal Logistics Splice and Vertical Dummy Splice Members   Wabash National, L.P.
2306109   Canada   Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Walls   Wabash National, L.P.
000000   Xxxxxx   Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Xxxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Coining Offset into Edge of Composite Plate Members for Forming Trailer Doors and Xxxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Logistics at Composite Panel Vertical Joints   Wabash National, L.P.
000000   Xxxxxx   Interlocking Joint for a Wall or Door of a Trailer   Wabash National, L.P.

 

 
 

 

7500713   United States   Interlocking Joint for a Wall or Door of a Trailer   Wabash National, L.P.
7862103   United States   Interlocking Joint for a Wall or Door of a Trailer   Wabash National, L.P.
7588286   United States   Logistics Panel for Use in a Sidewall of a Trailer   Wabash National, L.P.
7762618   United States   Logistics Panel for Use in a Sidewall of a Trailer   Wabash National, L.P.
7931328   United States   Logistics Panel for Use in a Sidewall of a Trailer   Wabash National, L.P.
7677642   United States   Butt Joint for Trailer Side Wall   Wabash National, L.P.
000000   Xxxxxx   Integrated Rear Impact Guard and Pintle Hook Assembly   Wabash National, L.P.
7527309   United States   Integrated Rear Impact Guard and Pintle Hook Assembly   Wabash National, L.P.
MXa2015003263 (pending)   Mexico   Rear Impact Guard   Wabash National, L.P.
14/645095 (pending)   United States   Rear Impact Guard   Wabash National, L.P.
62/039546 (pending)   United States   Rear Impact Guard   Wabash National, L.P.
62/031412 (pending)   United States   Mud Flap Assembly   Wabash National, L.P.
14/470461 (pending)   United States   Insert For Logistics Slot in Logistics Strip Assembly   Wabash National, L.P.
2881657 (pending)   Canada   Galvanized Upper Coupler Assembly   Wabash National, L.P.
MXa2015001944 (pending)   Mexico   Galvanized Upper Coupler Assembly   Wabash National, L.P.
14/620517 (pending)   United States   Galvanized Upper Coupler Assembly   Wabash National, L.P.
62/096081 (pending)   United States   Base Rail Of A Trailer Having A Bumper Guard   Wabash National, L.P.
62/061419 (pending)   United States   Door Lock Auxiliary Seal/Locking   Wabash National, L.P.
62/097308 (pending)   United States   Upper Coupler Assembly   Wabash National, L.P.

 

 
 

 

62/034465 (pending)   United States   Logistics Post   Wabash National, L.P.
62/119460 (pending)   United States   Composite Refrigerated Truck Body and Method of Making Same   Wabash National, L.P.
000000   Xxxxxx   Composite Panel for a Trailer Xxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Composite Panel for a Trailer Wall   Wabash National, L.P.
2748616 (pending)   Canada   Composite Panel Having Perforated Foam Core   Wabash National, L.P.
MXa2011008411 (pending)   Mexico   Composite Panel Having Perforated Foam Core   Wabash National, L.P.
14/454097 (pending)   United States   Composite Panel Having Perforated Foam Core and Method of Making Same   Wabash National, L.P.
129512   Canada   Skylight   Wabash National, L.P.
7878574   United States   Vehicle Skylight and Method for Installing Same   Wabash National, L.P.
D619505   United States   Skylight   Wabash National, L.P.
124995   Canada   Hold Down Device   Wabash National, L.P.
D573874   United States   Hold Down Device   Wabash National, L.P.
000000   Xxxxxx   Composite Joint Configuration   Wabash National, L.P.
000000   Xxxxxx   Composite Joint Configuration   Wabash National, L.P.
6199939   United States   Composite Joint Configuration   Wabash National, L.P.
2361169   Canada   Door Lock for a Semi-Trailer   Wabash National, L.P.
000000   Xxxxxx   Door Lock for a Semi-Trailer   Wabash National, L.P.
6886870   United States   Door Lock for a Semi-Trailer   Wabash National, L.P.
2363379   Canada   Method of Attaching a Logistics Rail to a Trailer Side Wall   Wabash National, L.P.

 

 
 

 

000000   Xxxxxx   Method of Attaching a Logistics Rail to a Trailer Side Wall   Wabash National, L.P.
6662424   United States   Method of Attaching a Logistics Rail to a Trailer Side Wall   Wabash National, L.P.
2355755   Canada   Seven-Way Trailer Connector   Wabash National, L.P.
000000   Xxxxxx   Seven-Way Trailer Connector   Wabash National, L.P.
6450833   United States   Seven-Way Trailer Connector   Wabash National, L.P.
000000   Xxxxxx   Brake Lamp Illumination on a Trailer by Sensing Wheel Speed Deceleration   Wabash National, L.P.
6870473   United States   Corner-Post Mounted, Status Light Display for a Semi-Trailer   Wabash National, L.P.
6824341   United States   Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint   Wabash National, L.P.
7134820   United States   Integrated Anchoring System and Composite Plate for a Trailer Side Wall Joint   Wabash National, L.P.
2074987   Canada   Plate Wall Trailer   Wabash National, L.P.
2456467   Canada   Sidewall of a Semi-Trailer Having a High Baserail   Wabash National, L.P.
000000   Xxxxxx   Sidewall of a Semi-Trailer Having a High Baserail   Wabash National, L.P.
7114762   United States   Sidewall of a Semi-Trailer Having a High Baserail   Wabash National, L.P.
2578627   Canada   Interlocking Joint for a Wall or Door of a Trailer   Wabash National, L.P.
2599678   Canada   Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same   Wabash National, L.P.
325002   Canada   Logistics Panel for Use in a Sidewall of a Trailer and Method of Forming Same   Wabash National, L.P.
000000   Xxxxxx   Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer   Wabash National, L.P.
2617996 (pending)   Canada   Butt Joint for Trailer Side Wall   Wabash National, L.P.
2714890 (pending)   Canada   Butt Joint for Trailer Side Wall   Wabash National, L.P.

 

 
 

 

2884037 (pending)   Canada   Butt Joint for Trailer Side Wall   Wabash National, L.P.
000000   Xxxxxx   Butt Joint for Trailer Side Wall   Wabash National, L.P.
000000   Xxxxxx   Butt Joint for Trailer Side Wall   Wabash National, L.P.
MXa2012000869 (pending)   Mexico   Butt Joint for Trailer Side Wall   Wabash National, L.P.
2601396   Canada   Trailer Rear Door Frame with Angled Rear Sill   Wabash National, L.P.
000000   Xxxxxx   Trailer Rear Door Frame with Angled Rear Sill   Wabash National, L.P.
2574568   Canada   Integrated Rear Impact Guard and Pintle Hook Assembly   Wabash National, L.P.
2604282   Canada   Composite Panel for a Trailer Wall   Wabash National, L.P.
2706474   Canada   Vehicle Skylight and Method for Installing Same   Wabash National, L.P.
000000   Xxxxxx   Vehicle Skylight and Method for Installing Same   Wabash National, L.P.
2695743 (pending)   Canada   Multi-Layer Hold Down Assembly   Wabash National, L.P.
ZL200880114680.2   China   Multi-Layer Hold Down Assembly   Wabash National, L.P.
000000   Xxxxxx   Multi-Layer Hold Down Assembly   Wabash National, L.P.
000000   Xxxxxx   Multi-Layer Hold Down Assembly   Wabash National, L.P.
2717603 (pending)   Canada   Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall   Wabash National, L.P.
000000   Xxxxxx   Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall   Wabash National, L.P.
2718131 (pending)   Canada   Door Locking Assembly for a Storage Container   Wabash National, L.P.
000000   Xxxxxx   Door Locking Assembly for a Storage Container   Wabash National, L.P.

 

 
 

 

US2009/037522 (pending)   Patent Cooperation Treaty   Door Locking Assembly for a Storage Container   Wabash National, L.P.
14/225576 (pending)   United States   Door Locking Assembly for a Storage Container   Wabash National, L.P.
2657870 (pending)   Canada   Roof Assembly for a Storage Container   Wabash National, L.P.
000000   Xxxxxx   Roof Assembly for a Storage Container   Wabash National, L.P.
000000   Xxxxxx   Side Skirt and Side Underride Cable System for a Trailer   Wabash National, L.P.
2763798 (pending)   Canada   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
20100102156 (pending)   Argentina   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
SP-00176-10 (pending)   Bolivia   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
10-00982 (pending)   Venezuela   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
2766863 (pending)   Canada   Visual Signaling Indicator and Assembly for a Tractor Trailer   Wabash National, L.P.
2706141 (pending)   Canada   Visual Signaling Indicator and Assembly for a Tractor Trailer   Wabash National, L.P.
000000   Xxxxxx   Visual Signaling Indicator and Assembly for a Tractor Trailer   Wabash National, L.P.
000000   Xxxxxx   Visual Signaling Indicator and Assembly for a Tractor Trailer   Wabash National, L.P.
MXa2013010851 (pending)   Mexico   Visual Signaling Indicator and Assembly for a Tractor Trailer   Wabash National, L.P.
2611344 (pending)   Canada   Insulating Sheet and Refrigerated Trailer Components Formed from Same   Wabash National, L.P.
8424958   United States   Butt Joint for Trailer Side Wall   Wabash National, L.P.
8256827   United States   Butt Joint for Trailer Side Wall   Wabash National, L.P.
8100465   United States   Trailer Rear Door Frame with Angled Xxxx Xxxx   Xxxxxx Xxxxxxxx, X.X.

 

 
 

 

0000000   Xxxxxx Xxxxxx   Multi-Layer Hold Down Assembly   Wabash National, L.P.
8662804   United States   Multi-Layer Hold Down Assembly   Wabash National, L.P.
8956094   United States   Multi-Layer Hold Down Assembly   Wabash National, L.P.
8016527   United States   Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Sidewall   Wabash National, L.P.
8506221   United States   Method for Mounting Logistics Strips to an Inner Surface of a Storage Container Wall   Wabash National, L.P.
8231150   United States   Door Locking Assembly for a Storage Container   Wabash National, L.P.
8720957   United States   Door Locking Assembly for a Storage Container   Wabash National, L.P.
8025331   United States   Roof Assembly for a Storage Container   Wabash National, L.P.
8220817   United States   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
8434778   United States   Semi-Trailer for Transporting Circular Objects   Wabash National, L.P.
8653957   United States   Visual Indicator Adaptor and Assembly for a Tractor Trailer   Wabash National, L.P.
12/793132 (pending)   United States   Visual Indicator Adaptor and Assembly for a Xxxxxxx Xxxxxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Overhead Door Assembly for a Storage Container   Wabash National, L.P.
2740523 (pending)   Canada   Overhead Door Assembly for a Storage Container   Wabash National, L.P.
MXa2011005557 (pending)   Mexico   Overhead Door Assembly for a Storage Container   Wabash National, L.P.
2818655 (pending)   Canada   Hinged bottom roller assembly and counterbalance mechanism for overhead door   Wabash National, L.P.
MXa201305676 (pending)   Mexico   Hinged bottom roller assembly and counterbalance mechanism for overhead door   Wabash National, L.P.
13/301471 (pending)   United States   Hinged bottom roller assembly and counterbalance mechanism for overhead door   Wabash National, L.P.

 

 
 

 

8696048   United States   Fiber-Reinforced Floor System   Wabash National, L.P.
2763094 (pending)   Canada   Fiber-Reinforced Floor System   Wabash National, L.P.
MXa2012000350 (pending)   Mexico   Fiber-Reinforced Floor System   Wabash National, L.P.
8720938   United States   Biasing Air Suspension System for a Trailer   Wabash National, L.P.
2794509 (pending)   Canada   Biasing Air Suspension System for a Trailer   Wabash National, L.P.
MXa2012013275 (pending)   Mexico   Biasing Air Suspension System for a Trailer   Wabash National, L.P.
2794545 (pending)   Canada   Wall panel structure for a refrigerated panel   Wabash National, L.P.
MXa2012013276 (pending)   Mexico   Wall panel structure for a refrigerated panel   Wabash National, L.P.
13/663023 (pending)   United States   Wall panel structure for a refrigerated panel   Wabash National, L.P.
8876193   United States   Inner Wall Liner for a Refrigerated Trailer Wall Panel   Wabash National, L.P.
8562019   United States   Bumper Block Assembly for a Rear Bumper of a Trailer   Wabash National, L.P.
8985921   United States   Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device   Wabash National, L.P.
2809530 (pending)   Canada   Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device   Wabash National, L.P.
MXa2013002940 (pending)   Mexico   Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device   Wabash National, L.P.
14/619808 (pending)   United States   Side Rail of a Flatbed Trailer for Use with Cargo Restraint Device   Wabash National, L.P.
14/259692 (pending)   United States   Center Lamp Bracket   Wabash National, L.P.
8006386   United States   Method of Making a One-Piece Sidewall Liner with Logistic Xxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Insulating Sheet and Refrigerated Trailer Components Formed from Same   Wabash National, L.P.

 

 
 

 

8177286   United States   Side skirt system for a trailer   Wabash National, L.P.
14/321977 (pending)   United States   Side skirt system for a trailer   Wabash National, L.P.
62/072,216(pending)   United States   Side skirt system for a trailer   Wabash National, L.P.
8162384   United States   Side underride cable system for a trailer   Wabash National, L.P.
X00000000-8 (pending)   Brazil   Side skirt and side underride cable system for a trailer   Wabash National, L.P.
2758500 (pending)   Canada   Side skirt and side underride cable system for a trailer   Wabash National, L.P.
10765160.6 (pending)   European Patent Convention   Side skirt and side underride cable system for a trailer   Wabash National, L.P.
MXa0000000000 (pending)   Mexico   Side skirt and side underride cable system for a trailer   Wabash National, L.P.
2836148 (pending)   Canada   Flexible panel member for a trailer side skirt system   Wabash National, L.P.
MXa0000000000 (pending)   Mexico   Flexible panel member for a trailer side skirt system   Wabash National, L.P.
14/100071 (pending)   United States   Flexible panel member for a trailer side skirt system   Wabash National, L.P.
8801078   United States   Side skirt system for a trailer   Wabash National, L.P.
8398150   United States   Side skirt system for a trailer   Wabash National, L.P.
8579359   United States   Side skirt system for a trailer   Wabash National, L.P.
Not Available  (pending)   Canada   Side skirt system for a trailer   Wabash National, L.P.
MXa2015003178 (pending)   Mexico   Side skirt system for a trailer   Wabash National, L.P.
8973974   United States   Aerodynamic rear fairing system for a trailer   Wabash National, L.P.
14/644508 (pending)   United States   Side skirt system for a trailer   Wabash National, L.P.

 

 
 

 

8783758   United States   Folding side skirt for a trailer   Wabash National, L.P.
2810007  (pending)   Canada   Folding side skirt system for a trailer   Wabash National, L.P.
MXa2013003099 (pending)   Mexico   Folding side skirt system for a trailer   Wabash National, L.P.
2875833  (pending)   Canada   Wake convergence device for a vehicle   Wabash National, L.P.
MXa2014015440 (pending)   Mexico   Wake convergence device for a vehicle   Wabash National, L.P.
PCT/US13/45661 (pending)   Patent Cooperation Treaty   Wake convergence device for a vehicle   Wabash National, L.P.
14/709980 (pending)   United States   Aerodynamic Rear Drag Reduction System for a Trailer   Wabash National, L.P.
2830680 (pending)   Canada   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
Not Available (pending)   Canada   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
MXa2015006063 (pending)   Mexico   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
14/049506 (pending)   United States   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
MXa2013012609 (pending)   Mexico   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
62/116891 (pending)   United States   Aerodynamic rear drag reduction system for a trailer   Wabash National, L.P.
MXa0000000000 (pending)   Mexico   Composite wood flooring and method of making same   Wabash National, L.P.
2881500  (pending)   Canada   Composite wood flooring and method of making same   Wabash National, L.P.
14/615927 (pending)   United States   Composite wood flooring and method of making same   Wabash National, L.P.
14/257257  (pending)   United States   Aerodynamic rear fairing system for a trailer   Wabash National, L.P.
62/154495 (pending)   United States   Aerodynamic rear fairing system for a trailer   Wabash National, L.P.

 

 
 

 

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

 

 
 

 

5890781  

United States

  

Glove Box

  

Xxxxxx Group Holdings LLC

Xxxxxx Stainless Equipment Company LLC

Xxxxxxx Xxxxxxxxxx Xxxxxxx 

0000000   Xxxxxx Xxxxxx   Containment Assembly  

Xxxxxx Group Holdings LLC

Xxxxxx Stainless Equipment Company LLC

Extract Technology Limited

5439266   United States   Riveted Plate Trailer Xxxxxxxxxxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Movable Deck System   Wabash National, L.P.
5152228   United States   Universal Coupling Adapter for Xxxx-Xxxxxxx Xxxxxxxx   Xxxxxx Xxxxxxxx, X.X.
0000000   Xxxxxx Xxxxxx   Quick Change Slider Panel and Installation Method for Flatbed Trailer   Wabash National, L.P.
5195800   United States   Plate Wall Trailer   Wabash National, L.P.
11/856298 (pending)   United States   Method of Forming a Logistics Panel for Use in a Sidewall of a Trailer   Wabash National, L.P.
61/372259   United States   Composite Panel Having Perforated Foam Core   Wabash National, L.P.
12/582267   United States   Trailer Coupler Assembly Including a Sacrificial Anode   Wabash National, L.P.
12/577490   United States   Foldable Mobile Storage Container   Wabash National, L.P.
12/721027   United States   Panel for a Storage Container   Wabash National, L.P.
61/254907   United States   Modular Storage Container   Wabash National, L.P.

 

 
 

 

13/113114 (pending) / 8794762

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

 

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

 

License Agreements

·Distribution Agreement, dated April 28, 2015, by and among Wabash National, L.P., Transcraft Corporation and Aurora Parts & Accessories LLC;
·Asset Purchase Agreement, dated July 22, 2003, and as amended on September 19, 2003, by and among Wabash National Corporation and certain of its affiliates and Apex Trailer Leasing & Rentals, LLC and its affiliates;
·License Agreement, dated June 30, 2007, by and between Wabash National, L.P. and Kirloskar Pneumatic Co., Ltd.;
·License Agreement dated June 28, 2011, by and between Wabash National, L.P. and Truck Lite Co, LLC;
·License Agreement dated May 3, 2011 by and between Sterilization Technology Group, Inc. and Xxxxxx Stainless Equipment Company LLC.
·Viscous Product Unloading Enhancements for Liquid Transportation Trailers Joint Ownership Agreement, dated July 15, 2005 by and between P& S Investment Company, Inc. and Xxxxxxx Tank LLC.

 

 
 

 

Schedule 4.15

 

Deposit Accounts and Securities Accounts

 

Bank   Description   Account
Number		   Account Name   Account
Address
Xxxxx Fargo Bank,
National Association		   WNTC Local Deposits   xxxxxxxx   Wabash National Corporation Local Desktop Deposits   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Master Operating Agreement   xxxxxxxx  

 

Wabash National Corporation Master Account

   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Commercial Checking Account   xxxxxxxx   Wabash National Corporation   XX Xxx 0000, Xxxxxxxxx, XX 00000  
Xxxxx Fargo Bank, National Association   Charitable Contribution Account   xxxxxxxx   Wabash National Corporation Charitable Contribution Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Term Priority Collateral Account   xxxxxxxx   Wabash National Corporation Term Priority Collateral Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Escrow Account   xxxxxxxx   GE Government Finance, Transcraft Xxxxx Co, Escrow Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Escrow Account   xxxxxxxx   Wabash National/Xxxxx Corp Escrow Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Zero Balance Account   xxxxxxxx   Xxxxxx Group Zero Balance Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Zero Balance Account   xxxxxxxx   Bulk Solutions LLC Zero Balance Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Controlled Disbursement Account   xxxxxxxx   Xxxxxxx Tank Services LLC Controlled Disbursement Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Controlled Disbursement Account   xxxxxxxx   Xxxxxxx Tank LLC Controlled Disbursement Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Controlled Disbursement Account   xxxxxxxx   Garsite Progress LLC Controlled Disbursement Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
Xxxxx Fargo Bank, National Association   Controlled Disbursement Account   xxxxxxxx   Xxxxxx Stainless Equipment Co. Controlled Disbursement Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   WNTC Desktop Deposits   xxxxxxxx   Wabash National Corporation WNTC Sub   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Manufacturing Receivables   xxxxxxxx   Wabash National Corporation Manufacturing Sub   XX Xxx 0000 Xxxxxxxxx, XX 00000

 

 
 

 

Bank   Description   Account
Number		   Account Name   Account
Address
RBS Citizens, N.A., dba Charter One   WNC Depository   xxxxxxxx   Wabash National Corporation WNC Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   WNTC Lockbox   xxxxxxxx   Wabash National Corporation WNTC Lbx Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Transcraft Receivables   xxxxxxxx  

Transcraft Corporation

Depository Account

   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   WWP Depository   xxxxxxxx   Wabash National Corporation WWP Sub Acct.   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Master Account   xxxxxxxx   Wabash National Corporation Master Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   FTSI DC Desktop Deposits   xxxxxxxx   Wabash National Corporation FTSI DC Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Xxxxxx Stainless Equip. Co. Receivables   xxxxxxxx   Wabash National Corporation Xxxxxx Stainless Equip. Co. Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Garsite Progress Receivables   xxxxxxxx   Wabash National Corporation Garsite Progress Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Xxxxxxx Tank Services Receivables   xxxxxxxx   Wabash National Corporation Xxxxxxx Tank Services Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Xxxxxxx Tank Receivables   xxxxxxxx   Wabash National Corporation Xxxxxxx Tank Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
RBS Citizens, N.A., dba Charter One   Bulk Solutions Receivables   xxxxxxxx   Wabash National Corporation Bulk Solutions Sub Account   XX Xxx 0000 Xxxxxxxxx, XX 00000
Capital One Bank   Merchant Account   xxxxxxxx   Wabash Merchant Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
SunTrust   Escrow Account   xxxxxxxx   Wabash National/Xxxxxx Group Escrow Account   XX Xxx 0000, Xxxxxxxxx, XX 00000
BMO Xxxxxx Bank   New Lisbon Local Merchant Account   xxxxxxxx   Xxxxxx Stainless Equipment Co. LLC Account for Merchant Credit Card Receipts   XX Xxx 00000, Xxxxxxxxx, XX 00000-0000
Security Bank of Kansas City   Operating Account   xxxxxxxx   Xxxxx Cash Account  

XX Xxx 000000

Xxxxxx Xxxx, XX 00000

 

 
 

 

Schedule 4.17

 

Material Contracts

 

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

 

Permitted Convertible Note Documents.

 

Permitted Convertible Notes Indenture.

 

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

 

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

 

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

 

Credit Agreement among Wabash National, L.P., Tycorra Investments Inc., Tycorra Properties Inc., Xxxxx X. Xxxxxx, and Xxxxxxx Xxxxxx, dated December 21, 2010.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 
 

 

Schedule 4.29

 

Locations of Inventory

 

Processor Locations

 

Roll Coater, Inc.

 

(Wabash National, L.P.)

0000 X. Xxxx Xx.

Xxxxxxxxxx, XX  00000

 

(Wabash National, L.P.)

000 X. Xxxx Xx.

XxXxxxx, XX  00000

 

(Wabash National, L.P.)

0000 Xxxxxxx Xxx

Xxxxxxx, XX  00000

 

(Wabash National, L.P.)

0000 Xxxxx Xxxx

Xxxxxxxxxx, XX  00000

 

(Wabash National, L.P.)

0000 XX Xxxx 000

Xxxxxxxxxxx, XX  00000

 

Greenbush Industries

 

(Wabash National, L.P.)

0000 Xxxxxxxxx Xx.

Xxxxxxxxx, XX  00000

 

3D Machine

 

(Wabash National, L.P.)

000 X. Xxxxxx Xx.

Xxxxxxxx, XX 00000

 

Wiley Metal Fabrication Inc.

 

(Wabash National, L.P.)

000 X 00xx Xx.

Xxxxxx, XX 00000

 

 
 

 

The Xxxx Machine

 

(Wabash National, L.P.)

000 X 0000 X

Xxxxxxxxxxxx, XX 00000

 

Xxxxx Machine and Tool, Inc.

 

(Wabash National, L.P.)

000 Xxxxxx Xx

Xxxxxxxxx, XX 00000

 

Serie’s Hardwoods, Inc.

 

(Wabash National, L.P.)

0000 X Xxxxxx Xx.

Xxxxxx, XX 00000

 

Mid-American Trailer Repair

 

(Wabash National, L.P.)

0000 Xxxx 000 Xxxxx

Xxxxxxxxx, XX 00000

 

Midland Stamping and Fabricating

 

(Wabash National, L.P.)

0000 X Xxxxxxx

Xxxxxxxx Xxxx, XX 00000

 

Xxxxx Stampings, Inc.

 

(Wabash National, L.P.)

0000 X. Xxxx Xxxxxx

Xxxxxxxxxx, XX 00000

 

AZZ Galvanizing

 

(Wabash National, L.P.)

0000 Xxx Xxx Xxxxx

Xxxxxxxx, XX 00000

 

(Wabash National, L.P.)

0000 X. Xxxxxxxxx Xx.

Xxxxxxxx, XX  00000

 

 
 

 

(Wabash National, L.P.)

0000 X. Xxxxxx Xx.

Xxxxxx, XX  00000

 

(Wabash National, L.P.)

000 Xxxxx Xxxx

Xxxxxx, XX 00000

 

(Wabash National, L.P.)

000 Xxxx Xxxxxxxx Xxxxx

Xxxxx, XX 00000

 

Leased Locations

 

D&L Realty

 

(Wabash National Trailer Centers, Inc.)

000 Xxxxxxxx Xxxxxxx

Xxxxxxx, XX

 

Xxxxx and Xxxxxx XxXxxx d/b/a Classic Tire Wheel and Auto Sales LLC

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxxxxxx Xx.

Xxxxx, XX 00000

 

Xxxxx-Xxxxx County Industrial Development Authority

 

(Transcraft Corporation)

000 Xxxxxxxxxxxxx Xxxxx

Xxxxx, XX 00000

 

City of Cadiz

 

(Transcraft Corporation)

00 Xxxxxxxxxxxxx Xxxxx

Xxxxx, XX 00000

 

Xxxx & Xxxx Ingredients Americas LLC

 

(Wabash National, L.P.)

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

 

 
 

 

Xxx X. Xxxxxxxxxx

 

(Wabash National, L.P.)

000 X. 00xx Xxxxxx

Xxxxxxxxx, XX 00000

 

Xxxxx X. Xxxxxxx

 

(Xxxxxx Stainless Steel Equipment Company LLC)

00000 Xxxxxx Xxxx 000

Xxxxxxxx, XX

 

RLK Properties, LLC

 

(Xxxxxxx Tank Services LLC)

0000 Xxxxx Xxxxx, Xxxxx 0

Xxxxxxx, XX (currently on month-to-month basis)

 

APF Bellbrook Industrial, LLC

 

(Xxxxxxx Tank Services, LLC)

0000-0000 Xxxxxxxxxx Xxxxx

Xxxxxxx, XX

 

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

 

(Garsite/Progress, LLC )

0000 Xxxx Xxxxxx

Xxxxxxx, XX (currently operating on month-to-month term)

 

Uncle Bob’s Self Storage

 

Xxxxxx Stainless Equipment Company LLC

0000 Xxxxxx Xxxxx

Xxxxxx, XX, Unit 316

 

Xxxxxxx Land Holdings, LLC

 

(Garsite/Progress, LLC)

539 & 000 X. 00xx Xxxxxx

Xxxxxx Xxxx, XX (includes 000 XxXxxxxx Xxxxxx, 000 X. Xxxx Xxxxxx and 000 X. Xxxxx Xxxxxx)

 

 
 

 

Xxxx Properties, LLC

 

(Xxxxxxx Tank LLC)

8.21 Acres and Gravel Lot at N. 0000 Xxxxx 00-00, Xxxxxxx, XX and all buildings and improvements located on the 8.21 acres, as well as a 6.491 acre gravel lot.

 

Pike Properties LLC

 

(Xxxxxxx Tank Services LLC)

Building 7 and East Storage Shed at N. 0000 Xxxxx 00-00, Xxxxxxx, XX

 

Pike Properties LLC

 

(Xxxxxxx Tank Services LLC)

Building 8 at N. 0000 Xxxxx 00-00, Xxxxxxx, XX

 

GSL Partners SUB ONE, L.P.

 

(Xxxxxxx Tank Services LLC )

0000 Xxxxxx Xxxx

Xxxxxxx, XX

 

Ridge Road Associates

 

(Xxxxxx Stainless Equipment Company LLC)

000 Xxxxx Xxxx

Xxxxxxxx, XX

 

Winkler Logistics Center, LLC

 

(Wabash Wood Products, Inc.)

000 Xxxxxxxxxx Xx.

Xxxxxxxx, XX 00000

 

Xxxx Realty Co.

 

(Garsite/Progress, LLC)

0000 X. 00xx Xxxxxx

Xxxxxx Xxxx, XX

 

PSC Container Services, LLC, as subessor

 

(Xxxxxxx Tank Services LLC)

000 Xxxxx Xxxx Xxxx

Xxxx Xxxxxxx, Xxxxxxxx

 

 
 

 

Qualawash Holdings LLC, as sublessor

 

(Xxxxxxx Tank Services LLC)

000 Xxxx 000xx Xxxxxx

Xxxxxxx, XX

 

Qualawash Holdings LLC, as sublessor

 

(Xxxxxxx Tank Services LLC)

0000 Xxxxxxx Xxxxxxx

Xxxxx Xxxxx, XX

 

Xxxxxxx X Xxxxxxx

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxx Xxxxxx

Xxxxxxx, XX

 

Xxxx Xxxxxx

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxx Xxxx

Xxxxxx, XX

 

FedEx Corporation

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxxx Xxxxx

Xxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxx Xxxxxx

Xxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

00000 XX 00xx Xxxxxx

Xxxxxx Xxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 X. 00xx Xxxxxx

Xxxxxxx, XX

 

 
 

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxx Xxxx

Xx. Xxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0 Xxxx Xxxx Xxxx

Xx. Xxxx, XX

 

(Wabash National Trailer Centers, Inc.)

000 Xxxx Xxxx

Xxxxxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

00 Xxxxxx Xxxx

Xxxxxx, XX

 

St. Xxxxx Corporation

 

(Wabash National LP – Xxxxx)

0000 X Xxxxxx

Xxxxxxxx, XX

 

Xxxxxx Real Estate Co. II, LLC

 

(Xxxxxx Stainless Equipment Company LLC)

000 Xxxxxxxx Xxxxxx

Xxx Xxxxxx, XX

 

Bailment Locations

 

Xxxx Xxx Management

Supply Chain Solutions

 

(Wabash National, L.P.)

0000 Xxxxxx Xxxxxxx

Xxxxxxxx Xxxx, XX  00000

 

Xxxxxx Enterprises, Inc.

 

(Bulk Solutions, LLC)

1212 Carrier’s Drive

Laredo, TX

 

 
 

 

Owned Property

 

(Wabash National Trailer Centers, Inc.)

000 Xxxxxxx Xxxxxx

Xxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxx Xxxx

Xxx Xxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

00000 X. Xxxxxxxxx Xxx

Xxxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

000 Xxxxx Xxxxxx Xxxx

Xxxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxx 00xx Xxxxxx

Xxxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

00000 XX 0xx Xxxxxx

Xxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxx Xxxxxxxxx

Xxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxx Xxxxxxxxx

Xxxxxx, XX

 

(Wabash National Trailer Centers, Inc.)

0000 Xxxxxxxxxxxx Xxxx

Xxxxxxxx, XX

 

(Wabash Wood Products, Inc.)

000 Xxxx Xxxxxxxxxx Xxxx Xxxx

Xxxxxxxx, XX

 

 
 

 

(Wabash National, L.P.)

0000 Xxxx Xxxxxxxx Xxxxxxxx Xxxxxxx

(also known as 3550, 3600 & 0000 Xxxx Xxxxxx Xxxx

and 000 Xxxxx & 0000 Xxxxxxx Xxxx

Xxxxxxxxx, XX

 

(Wabash National, L.P.)

1450, 1440 & 1240 Navco Drive;

0000 XxXxxxx Xxxx; and

0000 XxXxxxx Xxxx

Xxxxxxxxx, XX

 

 

 

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Filed: June 10th, 2015
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