-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HtglZp05Eu+ZzJVOeUaUvMWKXSPV7AJvnUcDG9K7/OXyYFnfaVdcHpeRve3rSbuH uEnaudhsfCfcrUQ/PZj+aw== 0000950152-97-004131.txt : 19970522 0000950152-97-004131.hdr.sgml : 19970522 ACCESSION NUMBER: 0000950152-97-004131 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970521 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WABASH NATIONAL CORP /DE CENTRAL INDEX KEY: 0000879526 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 521375208 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41967 FILM NUMBER: 97612490 BUSINESS ADDRESS: STREET 1: 1000 SAGAMORE PKWY S STREET 2: P O BOX 6129 CITY: LAFAYETTE STATE: IN ZIP: 47905 BUSINESS PHONE: 7654481591 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRUEHAUF TRAILER CORP CENTRAL INDEX KEY: 0000874268 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 382863240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 BUSINESS PHONE: 3176303000 MAIL ADDRESS: STREET 1: 111 MONUMENT CIRCLE STREET 2: SUITE 3200 CITY: INDIANAPOLIS STATE: IN ZIP: 46244-0913 SC 13D 1 WABASH NATIONAL CORPORATION/FRUEHAUF TRAILER CORP. 1 ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response....14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No._______)* WABASH NATIONAL CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK (par value $.01 per share) - -------------------------------------------------------------------------------- (Title of Class of Securities) 929566 10 7 -------------------------------- (CUSIP Number) Mr. James Wong, Fruehauf Trailer Corporation, 1111 Bayside Drive #160, Corona del Mar, CA 92625 (714) 644-9665 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 16, 1997 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 3d-(a) for other parties to whom copies are to be sent. - -------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2
- --------------------------------------------- -------------------------------------------- CUSIP NO. 929566 10 7 SCHEDULE 13D PAGE __________ OF __________ PAGES - --------------------------------------------- -------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FRUEHAUF TRAILER CORPORATION 38-2863240 - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* 00 - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / / - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER 1,823,392 NUMBER OF ------------------------------------------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ------------------------------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,823,392 - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of Common Stock, par value $.01 per share ("Common Stock"), of Wabash National Corporation, a Delaware corporation ("Wabash"). The principal executive office of Wabash is located at 1000 Sagamore Parkway South, Lafayette, Indiana 47905. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed on behalf of Fruehauf Trailer Corporation ("Fruehauf"), a Delaware corporation and a debtor in possession under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101-1330. Prior to the completion of the sale by Fruehauf to Wabash of certain assets pursuant to the Purchase Agreement referred to in Item 4 below, Fruehauf's principal business included the design, manufacture, marketing, sales, distribution and service of truck trailers and trailer parts throughout North America. Fruehauf currently maintains operations in Mexico and owns certain other assets and is currently operating under the protections of the U.S. bankruptcy laws. The current address of its principal business and executive offices is 1111 Bayside Drive #160, Corona del Mar, California 92625. During the last five years, Fruehauf (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Executive Officers and Directors of Fruehauf: Mr. Chriss W. Street is currently President, Assistant Secretary and Director of Fruehauf, located at 1111 Bayside Drive #160, Corona del Mar, California 92625. Mr. Street's principal occupation is President of Comprehensive Care Corporation, located at 1111 Bayside Drive #100, Corona del Mar, California 92625. Comprehensive Care Corporation develops markets and manages programs for the treatment of chemical dependency and psychiatric disorders. During the last five years, Mr. Street (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Street is a U.S. citizen. 4 Mr. James Wong is currently Vice President, Treasurer and Chief Financial Officer of Fruehauf. Mr. Wong's position with Fruehauf is his principal occupation and employment. During the last five years, Mr. Wong (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Wong is a U.S. citizen. Mr. Worth Frederick is currently Vice President and Director of Fruehauf. Mr. Frederick's position with Fruehauf is his principal occupation and employment. During the last five years, Mr. Frederick (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Frederick is a U.S. citizen. Ms. Courtney Watson is currently Secretary of Fruehauf. Ms. Watson's position with Fruehauf is her principal occupation and employment. During the last five years, Ms. Watson (i) has not been convicted in a criminal proceeding and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ms. Watson is a U.S. citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. On April 16, 1997, Fruehauf received from Wabash 1,000,000 newly issued shares of Common Stock and 352,000 shares of newly issued Series B Convertible Exchangeable Preferred Stock of Wabash (collectively, the "Wabash Securities"), as partial consideration for certain assets sold by Fruehauf to Wabash pursuant to that certain Purchase Agreement dated March 13, 1997, by and between Fruehauf and Wabash, as amended by the First Amendment to Purchase Agreement dated March 17, 1997 and the Second Amendment to Purchase Agreement dated April 16, 1997. The Wabash Securities have been pledged to Bank of America NT&SA ("BofA") to support Fruehauf's borrowings under that certain Debtor in Possession Loan Agreement dated as of April 16, 1997, by and among Fruehauf, certain of its subsidiaries, and BofA, pending resolution of Fruehauf's bankruptcy case. 2 5 Executive Officers and Directors of Fruehauf: Not Applicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Fruehauf: (a) As of the date hereof, Fruehauf is the beneficial owner of 1,000,000 shares of Common Stock and 352,000 shares of Series B Convertible Exchangeable Preferred Stock of Wabash. Such Preferred Stock is convertible into 823,392 shares of Common Stock, subject to adjustment. Assuming such a conversion, Fruehauf has beneficial ownership of an aggregate of 8.8% of the shares outstanding of Common Stock. Such percentage is calculated based upon an aggregate of 19,910,923 shares of Wabash Common Stock outstanding as of May 14, 1997 (and 20,734,315 after giving effect to the foregoing conversion). (b) Fruehauf has the sole power to vote or direct the vote of 1,823,392 of its shares of the Wabash Securities (after giving effect to the foregoing conversion). Currently, Fruehauf has no shared power to vote or direct the vote of any of the Wabash Securities and Fruehauf has neither sole nor shared power to dispose or direct the disposition of any of the Wabash Securities. (c) Except as set forth herein, Fruehauf had no transactions in shares of the Wabash Securities during the past 60 days. To the best of Fruehauf's knowledge, none of its directors or officers has effected transactions involving the shares of Wabash Securities during the last 60 days. (d) Not Applicable. (e) Not Applicable. Executive Officers and Directors of Fruehauf: (a) - (b) Not Applicable. (c) The Officers and Directors of Fruehauf have had no transactions in shares of the Wabash Securities during the past 60 days. (d) - (e) Not Applicable. 3 6 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Fruehauf: In connection with the Purchase Agreement referenced in Item 4 of this Schedule 13D, Fruehauf and Wabash entered into a Registration Rights Agreement dated April 16, 1997, providing certain registration rights to Fruehauf with respect to the Wabash Securities. Executive Officers and Directors of Reporting Person: Not Applicable ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Description of Exhibit - ------- ---------------------- 4.01 Purchase Agreement dated March 13, 1997, including exhibits thereto, by and between Fruehauf and Wabash and amendments thereto dated March 17, 1997 and April 16, 1997, is incorporated herein by reference to Exhibit 2.01 to the Current Report on Form 8-K filed May 1, 1997 by Wabash (Commission File Number 1-10883) 4.02 Post-Closing Agreement dated April 16, 1997, between Fruehauf and Wabash 4.03 Debtor In Possession Loan Agreement, dated as of April 16, 1997 by and between Fruehauf, certain of its subsidiaries and BofA, is incorporated herein by reference to Exhibit 4.55 to the Current Report on Form 8-K filed May 1, 1997 by Fruehauf (Commission File Number 1-10772) 4.04 Supplement to Debtor In Possession Loan Agreement, dated as of April 16, 1997 by and between Fruehauf, certain of its subsidiaries and BofA, is incorporated herein by reference to Exhibit 4.56 to the Current Report on Form 8-K filed May 1, 1997 by Fruehauf (Commission File Number 1-10772) 6.01 Registration Rights Agreement dated April 16, 1997 by and between Fruehauf and Wabash is incorporated herein by reference to Exhibit 2.02 to the Current Report on Form 8-K filed May 1, 1997 by Wabash (Commission File Number 1-10883) 4 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FRUEHAUF TRAILER CORPORATION May 21, 1997 /s/ Chriss W. Street - -------------------- --------------------------------- Date By: Chriss W. Street Its: President EX-4.02 2 EXHIBIT 4.02 1 Exhibit 4.02 POST-CLOSING AGREEMENT THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of April 16, 1997, by and among Fruehauf Trailer Corporation, a Delaware corporation ("Fruehauf"), and Wabash National Corporation, a Delaware corporation ("Wabash"). WHEREAS, Fruehauf and Wabash have entered into a Purchase Agreement, dated as of March 13, 1997, as amended (the "Purchase Agreement"), pursuant to which Fruehauf has agreed to sell certain of its assets to Wabash and Wabash has agreed to purchase such assets from Fruehauf, all in accordance with and subject to the terms and conditions set forth in the Purchase Agreement; WHEREAS, Fruehauf has made certain representations and warranties in the Purchase Agreement, the truth of which are a condition to Wabash's obligation to purchase pursuant to the Purchase Agreement; WHEREAS, Fruehauf has agreed to perform in all material respects each of Fruehauf's obligations to be performed on or prior to the Closing (as defined in the Purchase Agreement), such performance is a condition to Wabash's obligation to purchase pursuant to the Purchase Agreement; WHEREAS, Wabash and Fruehauf agree that to satisfy the aforementioned conditions, Fruehauf must fulfill certain obligations as more particularly set forth herein ("Closing Obligations"); and WHEREAS, Wabash has agreed to proceed with Closing pursuant to the Purchase Agreement on the date hereof based on Fruehauf's covenant and agreement to Wabash that the Closing Obligations will be completed promptly, but in no event more than 30 days after the Closing Date (as defined in the Purchase Agreement), pursuant to the terms and conditions set forth herein; NOW, THEREFORE, for and in consideration of the covenants and agreements of Fruehauf set forth herein, Wabash's agreement to proceed to Closing notwithstanding the failure of Fruehauf to satisfy the Closing on or before the Closing Date and other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto do agree as follows: 1. TERMS. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. 2 2. REPRESENTATIONS AND WARRANTIES OF FRUEHAUF. Fruehauf hereby makes the following representations and warranties to Wabash: 2.01 Fruehauf represents that it agreed in the Purchase Agreement to perform in all material respects each of its obligations set forth in the Purchase Agreement on or prior to the Closing Date. Fruehauf agrees that the Purchase Agreement sets forth that Closing is subject to the fulfillment of its performance of such obligations. 2.02 Fruehauf acknowledges that all of its obligations to be performed on or prior to the Closing pursuant to the Purchase Agreement have not been performed. 2.03 Fruehauf acknowledges that the Purchase Agreement requires, as a condition precedent to Wabash's obligation to proceed to Closing, that each of Fruehauf's representations and warranties set forth in the Purchase Agreement are true in all material respects on and as of the Closing Date. 2.04 Fruehauf warrants and agrees that it will complete, or cause to be completed, the Closing Obligations set forth in Sections 3, 4, 5 and 6 hereof promptly after the Closing Date, but in no event later than 30 days after the Closing Date, and Fruehauf acknowledges that Wabash has relied on such agreement by Fruehauf in agreeing to proceed with the Closing. 3. OFFICER IN DISSOLUTION. Fruehauf hereby agrees to retain at least one individual as an officer of Fruehauf until the liquidation and dissolution of Fruehauf is complete pursuant to the laws of the State of Delaware and pursuant to the U.S. Bankruptcy Code. Fruehauf agrees that it shall cause such officer to be available to Wabash to participate in any completing or corrective action necessary in order to consummate the transactions contemplated by this Post-Closing Agreement. 4. REAL PROPERTY MATTERS. Fruehauf hereby agrees to satisfy the following obligations with respect to the Real Property Interests: 4.01 SURVEYS. Fruehauf shall deliver final ALTA surveys of the Real Property Interests in accordance with the requirements set forth in the Purchase Agreement (the "Surveys") within 30 days after Closing. 4.02 LEGAL DESCRIPTION CORRECTIONS: Fruehauf shall cooperate with Wabash to the extent possible in the preparation and execution of any corrective deeds and/or the obtaining of any easements necessary to correct legal descriptions which the Surveys reflect as incorrect or unable to close by applicable surveying standards. 2 3 4.03 ENCROACHMENTS. Fruehauf shall cooperate with Wabash to the extent possible in connection with effort by Wabash to obtain easements from any adjoining property owners for any material encroachments of any buildings or improvements owned by Fruehauf over property lines as shown on the Surveys. Fruehauf shall cooperate with Wabash to the extent possible to obtain easements from any adjoining property owners for any non-material encroachments of any buildings or improvements owned by Fruehauf over property lines as shown on the Surveys. 4.04 ZONING VIOLATIONS. Fruehauf shall cooperate with Wabash in Wabash's efforts to remedy any zoning violations which are shown on the Surveys, including, without limitation, providing information regarding the Real Property Interests and executing any required affidavits to government authorities. 5. INTELLECTUAL PROPERTY MATTERS. Fruehauf agrees to satisfy the following obligations with respect to the Intellectual Property: 5.01 CONGRESS FINANCIAL CORPORATION RELEASE. Fruehauf shall undertake its best efforts to obtain a release of any and all interests held by Congress Financial Corporation in any of the United States Patents listed in Schedule 1.1(e) to the Purchase Agreement, such release being in form and substance satisfactory to Wabash in its reasonable discretion and suitable for recordation with the proper filing authorities. 5.02 PATENT ASSIGNMENTS. Fruehauf shall undertake its best efforts to obtain agreements to assignment from (i) the investors of United States Patents Nos. 437206, 4287759, 5114169, and 4302913 and (ii) Kelsey-Hayes Company of United States Patents Nos. 4668023 and 4976501, in each case assigning all of such assignor's right, title and interest in and to such patents to Wabash or its designee, such assignment agreements to be in form and substance satisfactory to Wabash in its reasonable discretion and suitable for recordation with the proper filing authorities. 6. TERMINATION STATEMENTS. Fruehauf shall undertake its best efforts to obtain the written release of any security interests relating to the Acquired Assets, including the security interests listed on Schedule A attached hereto, such termination statements being in form and substance satisfactory to Wabash in its reasonable discretion and suitable for recordation with the proper filing authorities. This Section shall survive the termination of this Agreement. 7. VENDOR LETTERS. Fruehauf shall undertake its best efforts to provide letters to its applicable vendors directing such vendors to remit deposits held by such vendors directly to Wabash as and to the extent provided in the Purchase Agreement. 3 4 8. DEFAULT; REMEDIES. Fruehauf shall be in default under this Agreement if all of the Closing Obligations have not been completed to the satisfaction of Wabash, in its sole discretion, by May 16, 1997. In the event of Fruehauf's default under this Agreement, Wabash shall be entitled to pursue any and all rights and remedies at law or in equity to which Wabash may be entitled. 9. TERMINATION. This Agreement shall be terminated upon the delivery of the written acknowledgement by Wabash that Fruehauf has completed its Closing Obligations in full, and may be terminated by the written mutual consent signed by the parties hereto. 10. FURTHER ASSURANCES. Fruehauf agrees to undertake any other actions and execute any other documents which Wabash, in its sole discretion, deems necessary to complete the transactions contemplated in the Purchase Agreement. This provision shall survive the termination of this Agreement. 11. NOTICE. Any notice, approval, demand, request, waiver or other communication under this Agreement shall be made in writing and shall be deemed to be duly given (i) if served personally, on the date of such service, or (ii) if mailed by regular mail, on the third business day after mailing and (iii) if transmitted for next business day delivery by recognized overnight carrier, on the next business day after tender to the carrier. Such communications shall be sent to the following addresses: (i) If to Wabash: Wabash National Corporation 1000 Sagamore Parkway South Lafayette, Indiana 47905 Telecopier: (317) 449-5308 Attention: Mark R. Holden with a copy to: John R. Gambs, Esq. Gambs Mucker Bauman & Seeger 10 North Fourth Street P.O. Box 1608 Lafayette, Indiana 47902 Telecopier: (317) 742-4535 (ii) If to Fruehauf: Fruehauf Trailer Corporation 111 Monument Circle Suite 3200 Indianapolis, Indiana 46204 Attention: Thomas E. Ireland 4 5 with a copy to: Jones, Day, Reavis & Pogue North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Telecopier: (216) 579-0212 Attention: William H. Coquillette Notice of changes in the foregoing shall be given in the manner of giving notice of any other communication. 12. BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns as permitted hereunder. No person or entity other than the parties hereto and their respective successors and assigns, is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. Wabash may assign this Agreement or all or any of its rights hereunder without the prior written consent of Fruehauf in connection with the sale or financing of all or any portion of the Real Property Interests purchased pursuant to the Purchase Agreement. Fruehauf may not assign this Agreement or its rights or obligations hereunder without the prior written consent of Wabash. 13. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the Purchase Agreement, contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments or understandings with respect to such matters. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 14. HEADINGS. The headings of the sections and subsections contained in this Agreement are inserted for convenience only and do not form a part or affect the meaning, construction or scope thereof. 15. SIGNATURE IN COUNTERPARTS. This Agreement may be executed in separate counterparts, none of which need contain the signatures of all parties, each of which shall be deemed to be an original, and all of which taken together constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than the number of counterparts containing the respective signatures of, or on behalf of, all of the parties hereto. 5 6 16. GOVERNING LAW. This Agreement is to be construed and interpreted in accordance with the laws of the State of Delaware (exclusive of the choice of law provisions thereof). 6 7 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year first above written. WABASH NATIONAL CORPORATION By: ______________________________ Mark R. Holden Vice President and Chief Financial Officer FRUEHAUF TRAILER CORPORATION By: ______________________________ Derek L. Nagle President -----END PRIVACY-ENHANCED MESSAGE-----