DEBT

On March 26, 2012 and in connection with entering into the Agreement with Walker and Seller (see Note 3), the Company entered into a commitment letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), Wells Fargo Securities, LLC (“WFS”), Wells Fargo Bank, National Association (“Wells Fargo”) and Wells Fargo Capital Finance, LLC (“WFCF”). The Commitment Letter provides for committed debt financing from Morgan Stanley and Wells Fargo in the form of a $450 million senior secured bridge credit facility that has a maturity date four years from the closing of the Acquisition (the “Bridge Facility”). The Commitment Letter also provides that, subject to market conditions, in place of the Bridge Facility the Company may issue (either by private placement or in an underwritten public sale) debt, equity and/or equity-linked (including, without limitation, convertible debt) securities and/or first lien term B loans and/or second lien term loans (collectively “Other Securities”). The Commitment Letter also provided for the commitment of Morgan Stanley and WFCF to provide the Company with a new asset-based revolving credit facility that has a five year maturity in the event that Wabash was unable to amend its existing credit agreement to permit the Acquisition, the Bridge Facility and the issuance of Other Securities. The Commitment Letter is subject to various conditions, including the absence of a material adverse effect on Walker having occurred, the execution of satisfactory documentation and other customary closing conditions.

On April 17, 2012, the Company entered into an amendment (the “Second Amendment”) to its existing credit agreement, dated June 28, 2011, by and among the Company, certain of its subsidiaries and the lender parties thereto (the “Existing Credit Agreement”). The Second Amendment was executed to permit the issuance of the Company’s 3.375% Convertible Senior Notes due 2018 (the “Notes”) discussed below, and the conversion, possible redemption and other arrangements in connection with the Notes.

Furthermore, on April 23, 2012, the Company issued Notes with an aggregate principal amount of $150 million in a public offering. The Notes bear interest at the rate of 3.375% per annum from the date of issuance, payable semi-annually on May 1 and November 1, commencing on November 1, 2012. The Notes are senior unsecured obligations of the Company ranking equally with its existing and future senior unsecured debt. The Notes are convertible, under certain circumstances, into cash, shares of Company’s common stock or any combination thereof at the Company’s election, at an initial conversion rate of 85.4372 shares of the Company’s common stock per $1,000 in principal amount of Notes, which is equal to an initial conversion price of approximately $11.70 per share. It is the Company’s intent to settle conversions through a net share settlement which essentially involves repayment of cash for the principal portion and delivery in shares of common stock for the excess of the conversion value over the principal portion. The Company intends to use the net proceeds of approximately $144.8 million from the sale of the Notes to fund a portion of the purchase price of the pending Walker Acquisition. In the event that the Walker Acquisition is not consummated, the Company intends to use the net proceeds either to fund the redemption of the Notes (at its election) or for general corporate purposes.

As contemplated in the Commitment Letter described above, the Company is also in the process of seeking to amend and restate the Existing Credit Agreement. The anticipated amendment and restatement of the Existing Credit Agreement is expected to be a secured asset-based revolving credit facility under which the Company would have the ability to borrow up to $150 million, subject to a borrowing base and certain financial covenants. Closing of the amendment and restatement is expected to occur at the closing of the Acquisition. However, the Company can make no assurances as to the final terms of the anticipated amendment and restatement or that it will enter into the amendment and restatement at all.

As also contemplated in the Commitment Letter described above, the Company is in the process of negotiating a new $300 million term loan (the “New Term Loan”) with a group of lenders led by Morgan Stanley and WFS, which the Company also expects to close and fund prior to or at the closing of the Acquisition. The New Term Loan is expected to be a senior secured facility, with a seven year term (provided that if the Notes are not converted, refinanced or repurchased 91 days prior to their maturity, the New Term Loan is expected to mature 91 days prior to the maturity of the Notes) and is expected to be prepayable at any time. Proceeds from the New Term Loan, together with the proceeds of the Notes, borrowings under the Existing Credit Agreement, as amended, and available cash on hand will be used to fund the Acquisition and provide for working capital and general corporate purposes. However, the Company can make no assurances as to the final terms of the anticipated New Term Loan or that it will enter into the New Term Loan at all.