HOLD HARMLESS AND INDEMNITY AGREEMENT
A hold harmless and indemnity agreement between Wabash National Corporation, a Delaware corporation, with
its principal place of business at 1000 Sagamore Parkway South, Lafayette, Indiana (hereafter "Wabash") and
Roadway Express Inc., a Delaware corporation, with its principal place of business at 1077 Gorge Boulevard,
Akron, Ohio (hereafter "Roadway").
1. Wabash is a manufacturer of semi-trailers that also engages in the restoration of worn semi-trailer equipment.
2. Roadway is a user of semi-trailers that requires restoration of a portion of its 28' van semi-trailer fleet that is
3. Roadway and Wabash believe that certain changes in federal excise tax law and related authority on semi-
trailer equipment, bring into question whether federal excise taxes are due on Roadway's trailers restored by
4. As both parties believe that federal excise taxes will not be due on those trailers of Roadway restored by
Wabash, the restoration price per unit does not include federal excise tax.
5. Roadway and Wabash are not sure what position the Internal Revenue Service will take on whether or not
federal excise taxes will be due on those trailers of Roadway restored by Wabash.
6. In order to induce Wabash to agree to perform such restoration work, Roadway enters into the following
agreement and assurances with Wabash.
In consideration of Wabash agreeing with Roadway to a restoration price per trailer in the Sales Confirmation
that does not include federal excise tax, Roadway and Wabash agree as follows:
A. Notwithstanding pre-printed provisions appearing on the back of or attached to the Sales Confirmation as to
the Confirmation being the entire agreement between Roadway and Wabash, both Roadway and Wabash agree
that this Hold Harmless and Indemnity Agreement shall supplement the Sales Confirmation. In the event that this
Agreement conflicts with any terms appearing in the Sales Confirmation, then the provis