Summary of WABASH NATIONAL CORP /DE

Item 1.01. Entry into a Material Definitive Agreement.

Investor Rights Agreement

In connection with the consummation of the Transaction, the Company entered into an Investor Rights Agreement dated August 3, 2009 (the "Investor Rights Agreement") with Trailer Investments. The Investor Rights Agreement provides certain benefits to the holders of the Preferred Stock and the Warrant, as well as certain benefits for Trailer Investments.

Registration Rights

The Investor Rights Agreement provides for registration rights for the resale of Warrant Shares that have not yet been sold pursuant to a Registration Statement or Rule 144 under the Securities Act of 1933, as amended (the "Securities Act") and that are not eligible for sale pursuant to Rule 144(b)(i)(1) under the Securities Act (the "Registrable Securities"). In particular, it provides that the Company will file a registration statement with the Securities and Exchange Commission no later than thirty days after the Closing. Once declared effective, the Company must maintain the effectiveness of the registration statement; provided, however, that, for not more than twenty consecutive days or for a total of not more than forty-five days in any twelve-month period, the Company may suspend the use of the registration statement in order to delay the disclosure of material non-public information concerning the Company. The Investor Rights Agreement also contains customary provisions pursuant to which the Company has agreed to pay all expenses of the registration statement and to indemnify the holders of the shares of common stock being registered for certain liabilities that arise in connection with the registration statement. The Investor Rights Agreement also provides for ongoing obligations of the Company to register additional shares for which the Warrant becomes exercisable, as a result of anti-dilution provisions, or otherwise.

Agreements and Covenants

From the Closing until the time that Trailer Investments and its affiliates, including investors in funds controlled by Lincolnshire Management, Inc. (collectively with Trailer Investments, the "Trailer Investors"), cease to hold a majority of the outstanding preferred stock (the "Preferred Expiration Date"), the Trailer Investors will have a right of first refusal on any private issuance of debt or equity securities or other private financing, other than issuances of debt securities pursuant to the Company's Third Amended and Restated Loan and Security Agreement (the "Amended Facility"), or agreements entered into in connection with the refinancing of that agreement.

From the Closing until the time that the Trailer Investors cease to hold or cease to beneficially own at least 10% of the issued and outstanding common stock of the Company, the Trailer Investors have the right to nominate five directors (the "Investor Directors") to be elected to the Company's twelve member board of directors. Subject to the reasonable approval of the nomination and corporate governance committee of the board of directors and the satisfaction of all legal and governance requirements regarding committee membership, at the request of the Trailer Investors the Investor Directors will have proportional representation on each committee of the board of directors, other than the Audit Committee, and each subsidiary of the Company. The Investor Rights Agreement also provides that the Company will pay the reasonable expenses of the Investor Directors, but that the Investor Directors are not entitled to receive compensation for their service on the board of directors. The Company also committed to enter into an indemnification agreement with each Investor Director, which is described below in Item 5.02 of this Form 8-K. The Company also agreed to permit Trailer Investors holding a majority of the Preferred Stock or Registrable Securities (the "Majority Trailer Investors") to designate a non-voting observer to the board of directors so long as those investors beneficially own at least 2% of the Company's common stock.

From the Closing until the Preferred Expiration Date, the Company agreed that it would comply with certain customary affirmative covenants, and that, without the consent of the Majority Trailer Investors, it would not:

· directly or indirectly declare or make any dividend, distribution, or . . .

Item 3.02. Unregistered Sales of Equity Securities.

Director Shares

On May 14, 2009, each non-employee director of the board of directors of the Company, as part of the director compensation to be paid by the Company for 2009, was granted 32,374 shares of unrestricted common stock of the Company for an aggregate grant of 194,244 shares, pursuant to the Company's 2007 Omnibus Incentive Plan (the "Omnibus Plan"). The Omnibus Plan limits grants of unrestricted stock awards in an aggregate amount of up to 5% of the number of shares of stock available for issuance under the Plan. In July 2009, the Company discovered that the May 14, 2009 grant to non-employee directors exceeded the 5% limitation by 118,440 shares, or 19,740 shares per non-employee director, and as such, these shares were void. In response, and in consideration of the 2009 compensation for service on the board of directors, on July 30, 2009, the board of directors approved providing each non-employee director the right to receive, at the election of such non-employee director, either (i) 19,740 shares of the common stock of the Company or (ii) a cash amount equivalent to the product of
(1) the closing price of the Company's common stock on the New York Stock Exchange on the business day after the respective election is received by the Company and (2) 19,740. Accordingly, up to an aggregate of 118,440 shares will be issued to members of the board of directors in reliance on Section 4(2) under the Securities Act in a transaction not involving a public offering.

Warrant Shares

As disclosed in Item 3.02 of the Prior Form 8-K, the Company issued the Preferred Stock and the Warrant in reliance on Section 4(2) under the Securities Act and Regulation D promulgated thereunder in a transaction not involving a public offering. Similarly, the shares of common stock issuable upon exercise of the Warrant, when and if exercised, will be issued in reliance on Section 4(2) under the Securities Act and Regulation D promulgated thereunder in a transaction not involving a public offering. The disclosure in this Item 3.02 supplements the disclosure in Item 3.02 of the Prior Form 8-K to disclose that the number of shares subject to the Warrant is initially 24,762,636 shares of newly issued common stock of the Company, subject to upward adjustment. The disclosure in Item 1.01 of this Form 8-K under the heading "Warrant" is incorporated herein by reference.

Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Transaction and pursuant to rights provided to Trailer Investments under the Investor Rights Agreement and Certificates of Designation, on July 30, 2009 the Company's board of directors appointed Thomas J. Maloney, Michael J. Lyons, Vineet Pruthi, James G. Binch and Andrew C. Boynton (collectively, the "Initial Investor Directors") to the board of directors effective as of the Closing. Effective as of the Closing, Messrs. Maloney and Lyons joined the board of directors' nominating and corporate governance committee, and Messrs. Maloney, Lyons, Binch and Pruthi joined the compensation committee. The Initial Investor Directors, except for Mr. Boynton, are all principals of Lincolnshire: Mr. Maloney is President, Messrs. Lyon and Pruthi are Senior Managing Directors and Mr. Binch is a Managing Director. Mr. Boynton is the dean of Boston College's Carroll School of Management. In their capacities with Lincolnshire each has a material interest in the transactions between the Company and Lincolnshire described in this Form 8-K, which involved an investment of $35 million by Lincolnshire in the Company. Each of Messrs. Maloney, Lyons, Pruthi and Binch disclaim beneficial ownership of the Preferred Stock and the Warrant, and the rights associated therewith, except to the extent of their respective pecuniary interests.

The Initial Investor Directors are entitled to reimbursement of reasonable expenses incurred for their service on the board of directors but are not entitled to any compensation from the Company.

In connection with the appointment to the board of directors of the Initial Investor Directors and pursuant to its obligations under the Investor Rights Agreement, on July 30, 2009, the board of directors adopted an indemnification agreement, the form of which is filed as Exhibit 10.3 to this Current Report (the "Indemnification Agreement") and is incorporated herein by reference. Each of the Initial Investor Directors entered into the Indemnification Agreement with the Company at the Closing, and each other director of the Company, including the Company's Chief Executive Officer and President, Richard J. Giromini, is also expected to enter into the form of Indemnification Agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Bylaw Amendment

On July 30, 2009, the board of directors amended Section 3.2.1. of the Company's Amended and Restated Bylaws to increase the maximum size of the board of directors from nine to twelve (the "Bylaw Amendment"). The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, as amended, which are filed as Exhibit 3.4 to this Current Report and are incorporated herein by reference.

Certificates of Designations

The terms of the Preferred Stock are provided in the applicable Certificates of Designation for each series of Preferred Stock, which were adopted by the Company's board of directors and which the Company filed with the Secretary of State of the State of Delaware on July 31, 2009.

The dividend rate of the Preferred Stock is as follows:

· Series E Preferred will have a dividend rate of 15% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series E Preferred is still outstanding after the 5 year anniversary of its issuance;

· Series F Preferred will have a dividend rate of 16% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series F Preferred is still outstanding after the 5 year anniversary of its issuance; and

· Series G Preferred will have a dividend rate of 18% per annum payable quarterly, which dividend rate will be increased by 0.5% every quarter if Series G Preferred is still outstanding after the 5 year anniversary of its issuance.

During the first two years, dividends may be accrued at the election of the Company. The Preferred Stock also provides the holders with certain rights including an increase in the dividend rate upon the occurrence of any event of noncompliance.

The Preferred Stock may be redeemed by the Company after 1 year from the date of issuance at the following rates:

· from the 13th through 36th month at a 20% premium to the sum of the issue price plus all accrued and unpaid dividends;

· from the 37th through 60th month at a 15% premium to the sum of the issue price plus all accrued and unpaid dividends; and

· after the 60th month, without any premium at the sum of the issue price plus all accrued and unpaid dividends;

provided that if the Preferred Stock is not redeemed at the 60th month, the dividend rate of the Preferred Stock will be increased every quarter by 0.5% as described above.

Upon occurrence of a change of control of the Company (e.g., more than 50% of the voting power is transferred or acquired by any person other than Trailer Investments and its affiliates unless Trailer Investments or its affiliates acquire the Company) as defined in the Certificates of Designation, the Preferred Stock becomes immediately redeemable at the election of the holder at the following rates:

· Series E Preferred and Series F Preferred must be redeemed at a price equal to the sum of the issue price (plus accrued and unpaid dividends) and a premium of 200% of the sum of the issue price plus all accrued and unpaid dividends; and

· Series G Preferred must be redeemed at a price equal to the sum of the issue price (plus accrued and unpaid dividends) and a premium of 225% of the sum of the issue price plus all accrued and unpaid dividends.

The change of control provisions for the Preferred Stock are subject to a look-back, whereby if the shares of Preferred Stock are redeemed pursuant to the voluntary redemption provisions within 12 months prior to the occurrence of a change of control, the Company would still have to pay the additional amount to the holders of the Preferred Stock that was redeemed so that such holders would receive the aggregate payments equal to the change of control redemption amounts.

The agreements and covenants made by the Company pursuant to the Investor Rights Agreement are also generally made in the Certificates of Designations. The description in Item 1.01 of this Form 8-K under the heading "Investors Rights Agreement - Agreements and Covenants" is incorporated by reference herein.

The Certificates of Designations provide for events of noncompliance, including the failure to make regular quarterly dividend payments after the first two years, failure to redeem the Preferred Stock when required, failure to observe the agreements and covenants referred to above, the failure of certain representations and warranties in the Purchase Agreement to be true and correct as of the Closing, and events related to any bankruptcy of the Company, among other things. Upon an event of noncompliance, the dividend rate for the Preferred Stock increases immediately by an additional 2.0% per annum, subject to applicable usury laws; provided, that if the event of noncompliance is related to the non payment of the cash dividends beginning with the September 30, 2011 dividend payment date, the dividend rate shall automatically increase to (A) the higher of (X) the then prevailing dividend rate and (Y) the then prevailing LIBOR rate plus 14.7% plus 2.0% per annum. Upon the occurrence of an event of noncompliance, subject to certain exceptions for events outside of the control of the Company, the holders of a majority of each series of Preferred Stock will have the right to have the Company redeem that series of Preferred Stock at the original issue price plus all accumulated, accrued and unpaid dividends.

The foregoing description of the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificates of Designations for the Series E Preferred, Series F Preferred, and Series G Preferred, as applicable, which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report and are incorporated herein by reference.