FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Exhibit 10.1

FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

     FORBEARANCE AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of April 28, 2009, by and among Wabash National Corporation, a Delaware corporation, Wabash National, L.P., a Delaware limited partnership, Wabash Wood Products, Inc. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas corporation, FTSI Distribution Company, L.P., a Delaware limited partnership and Transcraft Corporation, a Delaware corporation (collectively, “ Borrowers ”), Continental Transit Corporation, an Indiana corporation, Wabash National Services, L.P., a Delaware limited partnership, Wabash National Trailer Centers, Inc., a Delaware corporation, Wabash Financing LLC, a Delaware limited liability company, National Trailer Funding, L.L.C., a Delaware limited liability company, Cloud Oak Flooring Company, Inc., an Arkansas corporation, Wabash National Manufacturing, L.P. (f/k/a Wabash National Lease Receivables, L.P.), a Delaware limited partnership (collectively, “ Guarantors ”), the Lenders party hereto, and Bank of America, N.A., a Rhode Island corporation (“ Agent ”), as Agent for the Lenders.

R E C I T A L S :

     WHEREAS, Agent, Lenders and Borrowers have entered into certain financing arrangements pursuant to the Second Amended and Restated Loan and Security Agreement, dated as of March 6, 2007, by and among Agent, the Lenders party thereto and Borrowers (as the same may have heretofore been or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced (the “ Loan Agreement ”));

     WHERAS, as of the date hereof, Borrowers are in default under the Loan Agreement as more particularly described below;

     WHEREAS, the circumstances described herein constitute multiple Events of Default under the Loan Agreement and the Loan Documents;

     WHEREAS, Borrowers have requested that Agent and Lenders forbear from exercising their rights as a result of such Events of Default, which are continuing, and that Lenders provide further Loan advances and other financial accommodations to Borrowers notwithstanding such Events of Default; and

     WHEREAS, Agent and Lenders are willing to agree to forbear from exercising certain of its rights and remedies and provide certain further loans and other financial accommodations to Borrowers solely for the period and on the terms and conditions specified herein.

     THEREFORE, in consideration of the foregoing, and the respective agreements, warranties and covenants contained herein, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

          1.1. Interpretation. All capitalized terms used herein (including the recitals hereto) shall have the respective meanings ascribed thereto in the Loan Agreement unless otherwise defined herein.

          1.2. Additional Definitions. As used herein, the following terms shall have the respective meanings given to them below:

          “Anticipated Defaults” shall mean the Events of Default more particularly identified in Section 2 of Exhibit A hereto.

          “Existing Defaults” shall mean the Events of Default more particularly identified in Section 1 of Exhibit A hereto.

          “Forbearance Period” shall have the meaning set forth in Section 3.2(a) hereof.

SECTION 2. ACKNOWLEDGMENTS

          2.1. Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the close of business on April 27, 2009, Borrowers are, jointly and severally, indebted to Agent and Lenders in respect of the Revolving Credit Loan in the principal amount of $61,357,817.48. All Loans, together with interest accrued and accruing thereon, and all fees, costs, expenses and other charges now or hereafter payable by Borrowers to Agent and Lenders, are unconditionally owing by Borrowers to Agent and Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

          2.2. Acknowledgment of Security Interests. Each Borrower hereby acknowledges, confirms and agrees that Agent, for the benefit of itself and Lenders, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in all of the real and personal property of each Borrower and each Guarantor heretofore granted to Agent pursuant to the Loan Agreement and the Loan Documents or otherwise granted to or held by Agent, subject only to Permitted Liens.

          2.3. Binding Effect of Documents. Each Borrower and each Guarantor hereby acknowledges, confirms and agrees that: (a) each of the Loan Agreement and the Loan Documents to which it is a party has been duly executed and delivered to Agent by such Borrower and such Guarantor, and each is and shall remain in full force and effect as of the date hereof except as modified pursuant hereto, (b) the agreements and obligations of such Borrower or Guarantor contained in such documents and in this Agreement constitute the legal, valid and binding obligations and liabilities of such Borrower or Guarantor, enforceable against it in accordance with their respective terms, and such Borrower or Guarantor has no valid defense to the enforcement of such obligations and liabilities, and (c) Agent and Lenders are and shall be entitled to the rights, remedies and benefits provided for under the Loan Agreement and the Loan Documents and applicable law.

          2.4. Payment by Lenders . Agent and Lenders hereby acknowledge that solely during the Forbearance Period (defined below) and subject to the terms of this Agreement, Lenders shall continue to fund Revolving Credit Loans, pursuant to the terms of the Loan Agreement, including without limitation the settlement of any Swingline Loan.

SECTION 3. FORBEARANCE IN RESPECT OF EXISTING DEFAULTS

          3.1. Acknowledgment of Default. Each Borrower hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Agent and Lenders to exercise their respective rights and remedies under the Loan Agreement and the Loan Documents, applicable law or otherwise. Each Borrower represents and warrants that as of the date hereof, no other Events of Default exist other than the Existing Defaults. Each Borrower hereby acknowledges and agrees that Agent and Lenders have the exercisable right to declare the obligations of Borrowers and Guarantors under the Loan Documents to be immediately due and payable under the terms of the Loan Agreement and the Loan Documents.

          3.2. Forbearance.

          (a) In reliance upon the representations, warranties and covenants of Borrowers contained in this Agreement, and subject to the terms and conditions of this Agreement and any documents or instruments executed in connection herewith, Agent, on behalf of itself and Lenders, agrees to forbear from exercising its rights and remedies under the Loan Agreement and the Loan Documents or applicable law in respect of or arising out of the Existing Defaults and the Anticipated Defaults, for the period (the “ Forbearance Period ”) commencing on the date hereof and ending on the date which is the earlier of: (i) May 29, 2009 or (ii) the occurrence or existence of any Event of Default, other than the Existing Defaults and the Anticipated Defaults.

          (b) Upon the termination of the Forbearance Period, the agreement of Agent and Lenders to forbear shall automatically and without further action terminate and be of no force and effect, it being expressly agreed that the effect of such termination will be to permit Agent and Lenders to exercise immediately all rights and remedies under the Loan Agreement and the Loan Documents and applicable law, including, but not limited to, (i) ceasing to make any further Loans and (ii) accelerating all of the Obligations; in each case without any further notice to Borrowers, passage of time or forbearance of any kind.

          3.3. No Other Waivers; Reservation of Rights.

          (a) Agent and Lenders have not waived, are not by this Agreement waiving, and have no intention of waiving, any Events of Default which may be continuing on the date hereof or any Events of Default which may occur after the date hereof (whether the same or similar to the Existing Defaults, the Anticipated Defaults, or otherwise), and Agent and Lenders have not agreed to forbear with respect to any of its rights or remedies concerning any Events of Default (other than, during the Forbearance Period, the Existing Defaults and the Anticipated Defaults to the extent expressly set forth herein) occurring at any time.

          (b) Subject to Section 3.2 above (solely with respect to the Existing Defaults and the Anticipated Defaults), Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Loan Agreement and the Loan Documents as a result of any other Events of Default occurring at any time. Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, shall be construed as a waiver of any such rights or remedies.

          3.4. Additional Events of Default. The parties hereto acknowledge, confirm and agree that any misrepresentation by any Borrower, or any failure of any Borrower or any Guarantor to comply with the covenants, conditions and agreements contained in this Agreement, the Loan Agreement and the Loan Documents or in any other agreement, document or instrument at any time executed and/or delivered by any Borrower or any Guarantor with, to or in favor of Agent and/or Lenders shall constitute an Event of Default under this Agreement, the Loan Agreement and the Loan Documents. In the event any Person, other than Agent and Lenders, shall at any time exercise for any reason (including, without limitation, by reason of any Existing Defaults, any other present or future Event of Default, or otherwise) any of its rights or remedies against any Borrower or any Guarantor or any other obligor providing credit support for such Borrower’s or such Guarantor’s obligations to such other Person, or against such Borrower’s or such Guarantor’s or such other obligor’s properties or assets, such event shall constitute an Event of Default hereunder and an Event of Default under the Loan Agreement.

SECTION 4. AMENDMENTS TO LOAN AGREEMENT

          4.1. The following new defined term is hereby added to Appendix A of the Loan Agreement in its respective alphabetical order therein:

          “ Amendment No. 3 Date ” – April 28, 2009.

          4.2. The definition of “Applicable Margin” in Appendix A of the Loan Agreement is hereby amended and restated in its entirety as follows:

     “ Applicable Margin ” – from the Amendment No. 3 Date, the percentages set forth below with respect to the Base Rate Portion, the LIBOR Portion and the Unused Line Fee.

          4.3. The definition of “Borrowing Base” in Appendix A of the Loan Agreement is hereby amended by amending and restating clause (ii) of such definition in its entirety as follows:

          4.4. The definition of “Revolving Credit Maximum Amount” in Appendix A of the Loan Agreement is hereby amended and restated in its entirety as follows:

     “ Revolving Credit Maximum Amount ” — $125,000,000, as such amount may be increased or reduced from time to time pursuant to the terms of the Agreement.”

          4.5. Section 8.1.4 of the Loan Agreement is hereby amended and restated in its entirety as follows:

     8.1.4. Borrowing Base Certificates . On or before 11:00 a.m. (Chicago, IL time) on the second Business Day of each calendar week from and after the Amendment No. 3 Date, Borrowers shall deliver to Agent, in form reasonably acceptable to Agent, a Borrowing Base Certificate as of the last day of the immediately preceding calendar week, with such supporting materials as Agent shall reasonably request.  On or before 11:00 a.m. (Chicago, IL time) on the second Business Day of each month from and after the Amendment No. 3 Date, Borrowers shall deliver to Agent a borrowing base report, in the form of the weekly Borrowing Base Certificates delivered pursuant to the immediately prior sentence, as of the last day of the immediately preceding month, with such supporting materials as Agent shall reasonably request.  On or before the 20th day of each month from and after the Amendment No. 3 Date, Borrowers shall deliver to Agent, in form and reasonably acceptable to Agent, a borrowing base report as of the last day of the immediately preceding month with such supporting materials as Agent shall reasonably request, including eligibility calculations of

Accounts, Inventory, Real Property and Equipment, and a reconciliation to the monthly report delivered pursuant to the immediately prior sentence. If Agent in its sole discretion deems it advisable, Borrowers shall deliver to Agent in form reasonably acceptable to Agent, a Borrowing Base Certificate on each Business Day, as of the immediately preceding Business Day with such supporting materials as Agent shall reasonably request.  All Borrowing Base Certificates shall reflect all information for each Borrower on a Consolidated and consolidating basis.

SECTION 5. COVENANTS

          5.1. Consultant. As of the date hereof, Borrowers shall have hired a consultant, auditor, examiner or other similar agent, satisfactory to Agent, to evaluate the financial operations and conditions of the Borrowers and the potential restructuring of the business. Each Borrower acknowledges and agrees that all fees and expenses of any such consultant, auditor, examiner or other similar agent shall be payable by Borrowers.

          5.2. Account Control Agreements. Within five (5) Business Days of the date hereof, Borrowers shall