Common use of Computer Hardware and Software Clause in Contracts

Computer Hardware and Software. all of each Borrower's rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Consolidated - the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents - (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to the Convertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instruments executed and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

Computer Hardware and Software. all of each any Borrower's rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Consolidated - the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contingent and Collateralized Obligations - collectively, contingent indemnification Obligations, letter of credit reimbursement Obligations, cash collateralized as provided in Section 4.2.2 and other costs, expenses or other Obligations (including, without limitation, Product Obligations) not specified in a final payoff letter delivered by Agent to Borrowers. Contract Right - any right of each any Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents Copyright Security Agreement - (ithe Copyright and License Security Agreement(s) to be executed by each applicable Borrower on or about the Convertible Note Indenture, (ii) Closing Date in favor of Agent for its benefit and the Convertible Notes, (iii) the Registration Rights Agreement relating benefit of Lenders pursuant to the Convertible Notes priorities provided for in the Agreement, as such Copyright and (iv) the Purchase License Security Agreement relating to the Convertible Noteshas been or will be amended, together with such other documentssupplemented, agreements and instruments executed and delivered from time to time in connection with the foregoingextended, in each case as amended renewed or otherwise modified from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

Computer Hardware and Software. all of each any Borrower's rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Computer Sale and Leaseback - a sale and leaseback transaction pursuant to which Borrowers shall sell and lease back certain of their computer Equipment; provided that the terms and conditions of such sale and leaseback transaction, including without limitation, the computer Equipment subject thereto and rental rates thereon, are acceptable to Agent in its discretion. Consolidated - the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - any right of each any Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents - (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to the Convertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instruments executed and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

Computer Hardware and Software. all of each Borrower's rights (including rights as licensee and lessee) with respect to (ia) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (iib) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (ia) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iiic) any firmware associated with any of the foregoing; and (ivd) any documentation for hardware, Software and firmware described in clauses (ia), (iib) and (iiic) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Consolidated - the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents Copyright Assignment - (i) the Convertible Note Indenturecollectively, (ii) the Convertible Notesthat certain Copyright Security Agreement dated August 20, (iii) the Registration Rights Agreement relating to the Convertible Notes 1992, executed by MMI and (iv) the Purchase Agreement relating to the Convertible Notesany subsequent Copyright Security Agreements, together with such executed by MMI, Partnership or any other documents, agreements and instruments executed and delivered from time to time in connection with the foregoingBorrower, in each case instance in favor of Collateral Agent, for the benefit of Lenders, and by which such Borrower assigned to Collateral Agent, for the benefit of Lenders, and granted to Collateral Agent, for the benefit of Lenders, a security interest in, as amended security for the Obligations, all of such Borrower's right, title and interest in and to all of its copyrights, as any of the same may have been or may be amended, supplemented or otherwise modified from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP, except that amounts due from Affiliates and investments in Affiliates shall be excluded therefrom. Dated Assets - as defined in Section 2.7 of this Agreement. Dated Liabilities - as defined in Section 2.7 of this Agreement. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - as defined in subsection 2.1.2 Section 3.1(B) of this Agreement. Deposit Account - has the meaning assigned thereto under the UCC. Distribution - in respect of any corporation means and includes: (a) the payment of any dividends or other distributions on capital stock of the corporation (except distributions in such stock) and (b) the redemption or acquisition of Securities unless made contemporaneously from the net proceeds of the sale of Securities. Distribution Compliance Certificate - as defined in Section 9.2(I) of this Agreement. Derivative Obligations Document - every obligation has the meaning assigned thereto under the UCC. Dominion Account - a special account of Lenders established by Borrower pursuant to this Agreement at a bank selected by Borrower, but acceptable to Collateral Agent, and over which Collateral Agent, for the benefit of Lenders, shall have sole and exclusive access and control for withdrawal. Electronic Chattel Paper - has the meaning assigned thereto in the UCC Revisions. Eligible Account - an Account arising in the ordinary course of Borrower's business from the sale of goods or rendition of services which Collateral Agent, in its reasonable credit judgment applied in accordance with its usual and customary practices to borrowing base credits generally, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: (a) it arises out of a sale made by Borrower to a Subsidiary or an Affiliate of Borrower or to a Person controlled by an Affiliate of Borrower; or (b) with respect to Accounts for which Borrower in the ordinary course of business allows payment terms of 30 days or less after the original invoice date, such Accounts are unpaid more than 90 days after the original invoice date; or (c) with respect to Accounts for which Borrower in the ordinary course of business allows payment terms in excess of 30 days after the original invoice date, such Accounts are unpaid more than 120 days after the original invoice date; provided, however, that the portion of such Accounts unpaid more than 90 days but less than 120 days after the original invoice date deemed to be Eligible Accounts shall not exceed $1,000,000, or (d) only 65% or less of the Accounts from the Account Debtor are deemed Eligible Accounts hereunder; or (e) the total unpaid Accounts of the Account Debtor exceed 20% of the net amount of all Accounts, to the extent of such excess; or (f) any covenant, representation or warranty contained in this Agreement with respect to such Account has been breached; or (g) the Account Debtor is also Borrower's creditor or supplier, to the extent of any amounts owing by Borrower to such creditor or supplier; or (h) the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to Borrower, or the Account otherwise is or may become subject to any right of setoff by the Account Debtor, to the extent of any offset, dispute or claim; or (i) the Account Debtor is also Borrower's employee; or (j) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or if the Account Debtor has ceased to be Solvent or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (k) it arises from a sale to an Account Debtor outside the United States (unless such Account is backed by a letter of credit or acceptance reasonably acceptable to Collateral Agent); or (l) it arises from a sale to the Account Debtor on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval, con▇▇▇▇ment or any forward contractother repurchase or return basis; or (m) the Account Debtor is the United States of America or any department, futures contractagency or instrumentality thereof, exchange contractunless Borrower assigns its right to payment of such Account to Collateral Agent, swapfor the benefit of Lenders, option in form and substance reasonably satisfactory to Lenders, so as to comply with the Assignment of Claims Act of l940, as amended (31 U.S.C. Subsection 203 et seq.); or (n) the Account Debtor is located in the State of New Jersey, unless Borrower has filed a Notice of Business Activities Report with the appropriate officials in such state for the then current year; or (o) the Account is subject to a Lien other financing than a Permitted Lien; or (p) the goods giving rise to such Account have not been delivered to and accepted by the Account Debtor or the services giving rise to such Account have not been performed by Borrower and accepted by the Account Debtor or the Account otherwise does not represent a final sale; or (q) the Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment; or (r) Borrower has made any agreement with the Account Debtor for any deduction therefrom, except for discounts or arrangement allowances which are made in the ordinary course of business for prompt payment and which discounts or allowances are reflected in the calculation of the face value of each invoice related to such Account; or (s) the Account arises from a retail sale of goods to a Person who is purchasing same primarily for personal, family or household purposes. Eligible Inventory - such Inventory of Borrower which Collateral Agent, in its reasonable credit judgment applied in accordance with its usual and customary practices to borrowing base credits generally, deems to be Eligible Inventory. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory unless, in Collateral Agent's opinion, it (a) is finished goods or raw materials, (b) is in good and salable condition, (c) is not obsolete or unmerchantable, (d) meets all material standards imposed by any governmental agency or authority, (e) conforms in all material respects to the warranties and representations set forth in Section 6.1 hereof, (f) is at all times subject to Collateral Agent's duly perfected, first priority security interest and is not subject to any other Lien except a Permitted Lien, (g) is situated at a location in compliance with Section 4.7 hereof or is in transit between any such locations and (h) is not subject to any landlords, mortgagees, bailees or warehousemens Lien (unless such Lien has been waived in writing by the applicable landlord, mortgagee, bailee or warehouseman pursuant to a lien waiver in form and substance satisfactory to Collateral Agent in its sole discretion). Environmental Laws - all federal, state and local laws, rules, regulations, ordinances, programs, permits, guidances, orders and consent decrees relating to health, safety or environmental matters or to the manufacture, processing, distribution, use, treatment, handling, storage, disposal or transportation of Hazardous Waste, including, but not limited to, the Resource Conservation and Recovery Act; the Comprehensive Environmental Response, Compensation and Liability Act of 1980; the Toxic Substances Control Act, as amended; the Clean Water Act; the River and Harbor Act; Water Pollution Control Act; the Marine Protection Research and Sanctuaries Act; the Deep-Water Port Act; the Safe Drinking Water Act; the Superfund Amendments and Reauthorization Act of 1986; the Federal Insecticide, Fungicide and Rodenticide Act; the Mineral Lands and Leasing Act; the Surface Mining Control and Reclamation Act; state and federal superlien and environmental cleanup programs and laws; and U.S. Department of Transportation regulations. Environmental Plan - a detailed plan prepared by Borrower and acceptable to Lenders addressing the manner in which Borrower intends to rectify any noncompliance with Environmental Laws identified by an environmental consulting firm satisfactory to Lenders. Equipment - has the meaning assigned thereto under the UCC. ERISA - the Employee Retirement Income Security Act of 1974, and all rules and regulations from time to time promulgated thereunder. Eurodollar Base Rate - with respect to a Eurodollar Loan for the relevant Eurodollar Interest Period, a rate per annum equal to the quotient of the following: (a) the rate at which deposits in U.S. dollars in immediately available funds are offered by Bank to first-class banks in the London interbank market at approximately 11:00 a.m. (London, England time) two (2) 10 Business Days prior to the first day of such Eurodollar Interest Period, in the approximate amount of the Eurodollar Loan and having a maturity approximately equal to the Eurodollar Interest Period divided by (b) the difference of 1.00 minus the Eurodollar Reserve Requirement. Eurodollar Borrowing Notice - as defined in Section 3.11(A) of this Agreement. Eurodollar Interest Period - with respect to a Eurodollar Loan, a period of one (1), two (2), three (3) or six (6) months commencing on a Business Day selected by Borrower pursuant to this Agreement. Such Eurodollar Interest Period shall end on (but exclude) the day which corresponds numerically to such date one (1), two (2), three (3) or six (6) months thereafter, provided, however, that if there is no such numerically corresponding day in such first (1st), second (2nd), third (3rd) or sixth (6th) succeeding month, such Eurodollar Interest Period shall end on the last Business Day of such first (1st), second (2nd), third (3rd) or sixth (6th) succeeding month. If a Eurodollar Interest Period would otherwise end on a day which is not a Business Day, such Eurodollar Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new month, such Eurodollar Interest Period shall end on the immediately preceding Business Day. Eurodollar Loan - a Revolving Credit Loan which bears interest at the Eurodollar Base Rate. Eurodollar Reserve Requirement - on any day, means that percentage applicable to Lenders (expressed as a decimal fraction) which is in effect on such day, as provided by the Board of Governors of the Federal Reserve System (or any successor governmental body) applied for determining the maximum reserve requirements (including without limitation, capsbasic, floorssupplemental, collars marginal and emergency reserves) under Regulation D with respect to "eurocurrency liabilities" as currently defined in Regulation D, or under any similar agreementor successor regulation with respect to eurocurrency liabilities or eurocurrency funding. Each determination by Collateral Agent of the Eurodollar Reserve Requirement shall, in the absence of manifest error, be conclusive and binding. Event of Default - as defined in Section 11.1 of this Agreement. Excess - as defined in Section 3.1(D) of this Agreement. Excess Cash Flow - with respect to any applicable period, means Adjusted Earnings From Operations, minus Unfinanced Capital Expenditures, minus cash payments of Interest Expense, minus any Distributions made during such applicable period (but only to the extent that such Distributions were permitted to be made under Section 9.2(I) hereof), minus (to the value extent not already covered above) any income taxes actually paid during such applicable period, minus scheduled principal payments on the Funded Indebtedness (other than Subordinated Debt and other than payments of principal on Capitalized Lease Obligations to the extent such payments of principal are included above in "Unfinanced Capital Expenditures") during such applicable period, and minus all prepayments of the Funded Indebtedness during such applicable period (other than Subordinated Debt). Exchange - means the exchange of all or a portion of the 2001 Senior Subordinated Notes, on a par-for-par basis, for 1997 Indenture Senior Subordinated Notes and the Interest Rate Differential Payment. Existing Indebtedness - is defined in Section 13.22 of this Agreement. Financial Asset - has the meaning assigned thereto under the UCC. Fixed Charge Coverage Ratio - with respect to any applicable period, the ratio of (a) Adjusted Earnings From Operations for such period, minus Unfinanced Capital Expenditures incurred during such period, minus cash payments of income taxes, minus (to the extent not included in "cash payments of income taxes") dividends paid by Borrower to Parent pursuant to the provisions of Section 9.2(I)(i) hereof, to (b) Fixed Charges of Borrower for such period. Fixed Charges - with respect to any applicable period, the sum of (a) scheduled principal payments made during such period in respect of any Indebtedness (other than the Loans), plus (b) all Interest Expense incurred during such period. For purposes of this definition, subsection (a) shall exclude any payments of principal made by Borrower with respect to the Senior Subordinated Notes if, and to the extent that, Majority Lenders consent in writing to such prepayment. Fixture - has the meaning assigned thereto under the UCC. Fleet - as defined in the preamble to this Agreement. Funded Indebtedness - means Indebtedness for Money Borrowed of Borrower having a final maturity (or which is dependent upon interest ratesrenewable or extendible at the option of Borrower for a period ending) more than one year after the date of creation thereof but shall not include any portion of the Revolving Credit Loans. GAAP - generally accepted accounting principles, currency exchange ratesapplied on a consistent basis, commodities or other indices.as set forth in Opinions ("Opinions") of the Accounting Principles Board of the American Institute of Ce

Computer Hardware and Software. all of each Borrower's rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Consolidated - the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents - (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to the Convertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instruments executed and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 3-1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

Computer Hardware and Software. all of each Borrower's ’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Consolidated - — the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - — any right of each Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents - — (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to the Convertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instruments executed and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture - — that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia – U.S. Bank, National Association. Convertible Notes - — the 3 1/431/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - — at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Default - — an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - — as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.

Computer Hardware and Software. all of each any Borrower's ’s rights (including rights as licensee and lessee) with respect to (i) computer and other electronic data processing hardware, including all integrated computer systems, central processing units, memory units, display terminals, printers, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories, peripheral devices and other related computer hardware; (ii) all Software and all software programs designed for use on the computers and electronic data processing hardware described in clause (i) above, including all operating system software, utilities and application programs in any form (source code and object code in magnetic tape, disk or hard copy format or any other listings whatsoever); (iii) any firmware associated with any of the foregoing; and (iv) any documentation for hardware, Software and firmware described in clauses (i), (ii) and (iii) above, including flow charts, logic diagrams, manuals, specifications, training materials, charts and pseudo codes. Computer Sale and Leaseback – a sale and leaseback transaction pursuant to which Borrowers shall sell and lease back certain of their computer Equipment; provided that the terms and conditions of such sale and leaseback transaction, including without limitation, the computer Equipment subject thereto and rental rates thereon, are acceptable to Agent in its discretion. Consolidated - – the consolidation in accordance with GAAP of the accounts or other items as to which such term applies. Contract Right - – any right of each any Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Convertible Note Documents - (i) the Convertible Note Indenture, (ii) the Convertible Notes, (iii) the Registration Rights Agreement relating to the Convertible Notes and (iv) the Purchase Agreement relating to the Convertible Notes, together with such other documents, agreements and instruments executed and delivered from time to time in connection with the foregoing, in each case as amended from time to time. Convertible Note Indenture - that certain Indenture providing for the issuance of the Convertible Notes between Wabash, as issuer and the Convertible Note Trustee, dated as of August 1, 2003. Convertible Note Trustee - Wachovia Bank, National Association. Convertible Notes - the 3 1/4% Convertible Senior Notes due 2008 of Wabash issued as of August 1, 2003 pursuant to the Convertible Bond Documents in the original principal amount of $125,000,000. Current Assets - – at any date means the amount at which all of the current assets of a Person would be properly classified as current assets shown on a balance sheet at such date in accordance with GAAP. Current Asset Borrowing Base – as of any date, the remainder of (x) the Borrowing Base minus (y) the Real Estate Component. Default - – an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate - – as defined in subsection 2.1.2 of the Agreement. Derivative Obligations - – every obligation of a Person under any forward contract, futures contract, exchange contract, swap, option or other financing agreement or arrangement (including, without limitation, caps, floors, collars and similar agreement), the value of which is dependent upon interest rates, currency exchange rates, commodities or other indices.. Distribution – in respect of any Person means and includes: (i) the payment of any dividends or other distributions on Securities (except distributions in such Securities) and (ii) the redemption or acquisition of Securities of such Person, as the case may be, unless made contemporaneously from the net proceeds of the sale of Securities. A-6 Dominion Account – a special bank account or accounts of Agent established by Borrowers or any one of them pursuant to subsection 6.2.4 of the Agreement at banks selected by MFRI, but acceptable to Agent in its sole discretion, and over which Agent shall have sole and exclusive access and control for withdrawal purposes. Eligible Account – an Account arising in the ordinary course of the business of any Borrower from the sale of goods or rendition of services which Agent, in its sole judgment, exercised in a commercially reasonable manner, deems to be an Eligible Account. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if: (i) it arises out of a sale made or services rendered by a Borrower to a Subsidiary of any Borrower or an Affiliate of any Borrower or to a Person controlled by an Affiliate of any Borrower; or (ii) it remains unpaid more than 90 days after the original invoice date shown on the invoice; or (iii) the total unpaid Accounts of the Account Debtor exceed 20% of the net amount of all Eligible Accounts, but only to the extent of such excess; or (iv) any covenant, representation or warranty contained in the Agreement with respect to such Account has been breached; or (v) the Account Debtor is also a creditor or supplier of a Borrower or any Subsidiary of any Borrower, or the Account Debtor has disputed liability with respect to such Account, or the Account Debtor has made any claim with respect to any other Account due from such Account Debtor to any Borrower or any Subsidiary of any Borrower, or the Account otherwise is or may become subject to right of setoff by the Account Debtor, provided, that any such Account shall be eligible to the extent such amount thereof exceeds such contract, dispute, claim, setoff or similar right; or (vi) the Account Debtor has commenced a voluntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or made an assignment for the benefit of creditors, or a decree or order for relief has been entered by a court having jurisdiction in the premises in respect of the Account Debtor in an involuntary case under the federal bankruptcy laws, as now constituted or hereafter amended, or any other petition or other application for relief under the federal bankruptcy laws, as now constituted or hereafter amended, has been filed against the Account Debtor, or if the Account Debtor has failed, suspended business, ceased to be Solvent, or consented to or suffered a receiver, trustee, liquidator or custodian to be appointed for it or for all or a significant portion of its assets or affairs; or (vii) it arises from a sale made or services rendered to an Account Debtor outside the United States, unless the sale is either (1) to an Account Debtor located in Ontario or any other province of Canada in which the Personal Property Security Act has been adopted in substantially the same form as currently in effect in Ontario or (2) on letter of credit, foreign credit insurance (assigned to Agent), guaranty or acceptance terms, in each case acceptable to Agent in its sole judgment, exercised in a commercially reasonable manner; or A-7