ECONOMIC DEVELOPMENT AGREEMENT

ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEME.NT (this "Agreement"), dated for purposes of reference as of December I, 2010, is by and among the DEVELOPMENT AUTHORITY OF BULLOCH COUNTY (the "Authority"), a development authority and public body corporate and politic duly created by the Development Authorities Law, O.CG.A. Section 36-62-1, et seq. (the "Act") and activated by resolution of the governing body of Bulloch County, Georgia (the "County"), the COUNTY, the CITY OF STATESBORO (the "City"), and PINES TRAILER CORPORATION, an Illinois corporation ("PTC"), and GREAT DANE LIMITED PARTNERSHIP, a Delaware limited partnership ("Great Dane") (each a "Party" and collectively "Pal ties"). The BOARD OF TAX ASSESSORS OF BULLOCH COUNTY (the "Board of Assessors") and the TAX COMMISSIONER OF BULLOCH COUNTY (the "Tax Commissioner") are executing an Acknowledgment hereof attached to this Agreement in order to acknowledge their respective agreements to the provisions hereof which are applicable to them, but they are not considered to be Parties. WHEREAS, the Authority, PTC, Great Dane, the County and the City executed a Memorandum of Understanding (the "MOU"), a copy of which is attached as Exhibit A hereto and incorporated herein by reference; and WHEREAS, the Authority adopted a resolution (such resolution, including the Exhibits thereto, the "Bond Resolution") related to the issuance of the Bonds as contemplated in the MOU; and WHEREAS, under the Bond Resolution, the Issuer is authorized to issue its Taxable Industrial Development Revenue Bond (Pines Trailer Corporation Project), Series 20 I 0 (the "Taxable Bond"), in a principal amount of not to exceed $3,500,000 to finance land located at 304 A. 1. Riggs Road, Statesboro, Georgia 30458, (the "Land") to be leased under a lease agreement (the "Land Lease") between the Issuer, as lessor, and PTC, as lessee, and subleased by PTC to Great Dane and to issue its Recovery Zone Facility Bond (Great Dane Project), Series 2010, in a principal amount not to exceed $34,500,000 (the "Facility Bond") to finance the construction of one or more buildings on the Land and the acquisition and installation of related equipment (the "Facility") to be leased under a lease agreement (the "Facility Lease") between the Issuer, as lessor, and the Company, as lessee, for use by the Company for the manufacture of trailers; and WHEREAS, the Land and Facility are herein collectively called the "Project", the Taxable Bond and the Facility Bond are herein collectively called the "Bonds", and the Land Lease and the Facility Lease are herein collectively called the "Leases". Unless the context clearly indicates otherwise, references herein and the MOU the "Company", shall refer to PTC and to Great Dane, jointly and severally. All tenns that are used but not defined herein, but which are defined in the MOU, shall have the same meaning herein as in the MOU; and NOW, THEREFORE, the Parties hereto agree as follows: I. EDA. This document constitutes the "Economic Development Agreement" and the "EDA" referred to in the MOU, in the Bond Resolution, in the Leases and in other I 2920262vA ElChibit No DC), 0 -a \ \

, \ "Definitive Documents" attached to the Bond Resolution as Exhibits thereto. This document consists of the MOU as incorporated herein and as modified hereby, together with any additional provisions contained herein. The MOU is superceded as a separate agreement by this document. This document shall be krrown and may be referred to as the "Economic Development Agreement" or the "EDA." 2. Final Master Plan. Pursuant to Section 1.3.1 of the MOU, the Final Master Plan IS attached hereto as Exhibit B. 3. Legal Description/Permitted Exceptions. The legal description of the Site and the Permitted Exceptions that are to be attached to Schedule 1.3 of the MOU are attached hereto as Exhibit C. 4. Modifications ofmou. 4.1. Section 1.4.5 of the MOU is hereby deleted in its entirety and replaced with the following: Permitted Exceptions. Without limitation, each party hereto shall keep the Project free and clear of all liens and encumbrances attributable to such party except for Permitted Exceptions and shall in any event indemnify, hold harmless and defend the other party and its respective members, officers, employees and representatives from any claim, liability or loss arising out of or related to any such lien or encumbrance. Said indemnity shall survive the expiration or earlier termination of this Agreement. As used herein, "Permitted Exceptions" shall be defined as any liens, encumbrances or exceptions contained on Schedule 1.3 hereto or otherwise specified in this Agreement as being acceptable, or defined as such in the Leases (defined below). 4.2. Section 1.5.1 of the MOO is hereby deleted in its entirety and replaced with the following: Bonds. In order to finance certain of the costs of the Project and to establish the bond-financed sale-leaseback structure that is necessary for the provision of certain of the incentives contemplated herein, including, without limitation, ad valorem property tax savings for the Project, the Authority shall issue the Taxable Bond and the Facility Bond. The Company shall be responsible for the sale of the Bonds, which shall be issued in one or more series and sold to the purchaser(s) thereof (collectively, the "Bond Purchasers") pursuant to one or more agreements (collectively, the "Bond Purchase Agreements") among the Authority, the Company and the Bond Purchasers. It shall be a closing condition in favor of both the.authority and the Company that each of them be satisfied with the Bond Purchase Agreement. At the Company's option, all 12920262\'.4 2

or part of the Bonds may be issued to the Company or an Affiliate (defined below) as a series of "bonds for title"; i.e., taxable bonds funded primarily in connection with the transfer of title to the Project to the Authority and which serve the purpose of implementing the incentives described in this Agreement. Bonds shall be issued from time to time at the Company's request and in accordance with the terms and conditions of this Agreement, provided that the principal amount of Bonds issued shall not exceed in the aggregate the amount of Total Project Costs, and provided further, that nothing herein shall require the Company to request that any particular principal amount of Bonds in the aggregate or in any series be issued. The amount of the community incentives to be provided pursuant to this Agreement shall not be included in calculating the maximum principal amount of the Bonds, nor shall such cost or value be recovered through Basic Rent (defined below), or the purchase option to be contained in the Bond Lease. 4.3. Section 1.5.3 of the MOU is hereby deleted in its entirety and replaced with the following: Roles of Counsel. The law fiml of Seyfarth Shaw LLP, Atlanta, Georgia, Bond Counsel to the Authority, shall se,,:,e as Bond Counsel in connection with the issuance of the Bonds. The law finn of Franklin, Taulbee, Rushing, Snipes & Marsh, LLC, counsel to the Authority, shall serve as its Issuer's Counsel. Counsel representing the Company as its Company Counsel shall be Gould & Ratner LLP and as its Georgia Counsel shall be Hunter, Maclean, Exley & DUIlll, P.C. 4.4. The following sentence is hereby added to the end of Section 2.5 of the MOU: "In no event shall the County or any other public body have any pecuniary liability to the Company under this Section 2.5. " 4.5. Section 2.6 of the MOU is hereby deleted in its entirety and replaced with the following: Infrastructure Extension Work. Within 180 days of receipt of written notice to commence from the Company, the City shall extend a I2-inch water line to the Project and shall extend water lines, an 8-inch wastewater line, and a 4-inch high-pressure steel natural gas line to within five (5') feet of the Building (collectively, the "Infrastructure Extension Work"), in accordance with the Preliminary Master Plan, without cost to the Company. The City will designate an employee during the start-up phase of the Project to assist with the Company's water, sewer and natural gas needs at no cost to the Company. The Authority and the Company shall detennine the value of any Infrastructure Extension 12920262v.4 3

,, Work provided hereto. In no event shall the City or any other public body have any pecuniary liability to the Company under this Section 2.6. The Authority will contract with Frontier Communications to provide telephone lines and internet access to the Facility at no cost to the Company. The Authority will also coordinate with the Georgia Deparhnent of Economic Development, Georgia Power Company and Excelsior Electric Membership Corporation to submit proposals to the Company for electric service to the Project to achieve the lowest available rates. 4.6. The first sentence of Section 2.8.3 of the MOU is hereby deleted in its entirety and replaced with the following: "In order to determine the amount of payments in lieu of taxes payable pursuant to this Agreement, the Board of Assessors shall determine the assessed value of the Project as though legal title to it were held by the Company and shall notify the Tax Commissioner thereof, who shall detennine what taxes would be payable if the Company held legal title to the Project." 4.7. Section 2. I 0 of the MOU is hereby deleted in its entirety and replaced with the following: The Company shall be entitled to claim the Jobs Tax Credit in accordance with and subject to applicable law. This incentive, subject to applicable law and regulations, shall include a tax credit (at present at $4,000 per job) that may be applied against 100% of the Company's Georgia income tax liability. Each year, $3,500 of each such credit may be used to offset the Company's payroll withholding after all other tax liability has been exhausted, in accordance with and subject to applicable law. The Company shall be entitled to claim the Port Job Tax Credit Bonus in accordance with and subject to applicable law. This incentive, subject to applicable law and regulations, shall include a tax credit (at present at $1,250 per job) t1lat may be applied against 50% of the Company's Georgia income tax liability. 4.8. Section 4.1 of the MOU is hereby deleted in its entirety and replaced with the following: Delay. If, despite the good faith efforts of the Parties, t1lis Agreement and the Acknowledgements hereto are not fully executed on or before August 31, 2010, or the Closing has not taken place by December 31, 2010, then the Authority or the Company may terminate this Agreement by written notice to the other Parties, without any further liability except as otherwise expressly provided in this Agreement. I 2920262v.4 4

4.9. The first sentence in the first paragraph in Schedule 2.8.1, the Savings Schedule, is hereby deleted in its entirety and replaced with the following: "For purposes of this Savings Schedule and the Incentives Schedule, "year I" is 2011." 4.10. The Recovery Factor in the Incentives Table in Schedule 3, the Incentives Schedule, for Sections 2.2, 2.3, 2.4, 2.5, 2.6 and 2.6.2 shall be modified as follows: "10% for 10 years and 0% thereafter." 4.11. The Community Goals Table in the third paragraph in Schedule 3, the Incentives Schedule, is hereby deleted in its entirety and replaced with the following: COMMUNITY GOALS TABLE Perfonnance Period Community Jobs Goal Community Investment (includes all calendar years (5-year average) Goal scheduled below, and any year (cumulative) through which the Perfomlance Period is extended) Year 2 (i.e. 2012) 100 $3 1,000,000.00 Year 3 200 $31,000,000.00 Year 4 250 $31,000,000.00 Year 5 400 $31,000,000.00 Year 6 - Year 20 400 $3 1,000,000.00 4.12. The fourth paragraph in Schedule 3, the Incentives Schedule, is hereby deleted in its entirety and replaced with the following: With respect to certain cash and in-kind incentives provided by the community, in order to allow the Company credit for years in the Performance Period for which it was in compliance with its Community Jobs Goal and Community Investment Goal, the Incentives Table provides a Recovery Factor of 10% for each such year for a ten year period, and 0% thereafter. Such Recovery Factor represents the agreed period of potential recovery of such incentives, through application of the methodology provided below. Such agieed period is not intended with respect to the property tax savings incentive, with respect to which the Recovery Factor shall always be 100% for a period of twenty years. 4.13. Except as specifically set forth herein, the MOV is hereby modified only to delete those provisions that have been completed or fully performed, have expired or have terminated by the terms of the MOV. The terms and conditions of the MOV as modified herein shall remain in full force and effect. Without limitation, no Party shall have any further right to terminate the MOV pursuant to the provisions thereof. Rather, the MOV, as modified hereby, shall remain in full force and effect as this EDA. The provisions of the MOV respecting intergovernmental agreements shali apply equally to this EDA. 12920262....4 5

, \ 5. Closing; Effective Date. This EDA is being executed and delivered, and shall be effective, as of the Closing (as defined in the MOU), the date of which is set forth as the effective date hereof at the foot hereof. 6. References to the Parties and the Project. References in the MOU and hereinabove to the Parties and to how the Project will be carried out shall be interpreted consistently with the Bond Resolution and its Exhibits, all mlltatis mutandis. [REMAINDER OF PAGE INTENTIONALLY BLANK] 1 2920262v.4 6

IN WITNESS WHEREOF, the Parties have executed this Agreement and caused it to be delivered as of the following effective date:, 2010. The "Authority"~ DEVELOPMENT AUTHORITY OF BULLOCH COUNTY ATTEST: By: Chairman Secretary [AUTHORITY'S SEAL] [SIGNATURES CONTINUE ON FOLLOWING PAGE] 12920262vA [SIGNATURE PAGE TO ECONOMIC DEVELOPMENT AGREEMENT)

The "County": BULLOCH COUNTY ATTEST: By: Chairman, Board of County Commissioners Clerk, Board of County Commissioners [COUNTY'S SEAL] [SIGNATURES CONTrNUE ON FOLLOWING PAGE] I 2920262v.4 ISIGNATURE PAGE TO ECONOMIC DEVELOPMENT AGREEMENTI

The "City": CITY OF STATESBORO By: Mayor ATTEST: City Clerk [CITY'S SEAL] [SIGNATURES CONTINUE ON FOLLOWING PAGE] 12920262vA ISIGNATURE I'AGETO ECONOMIC DEVELOPMENT AGREEMENTI

The "Company": PINES TRAILER CORPORATION By: Nrune: Title: ATTEST: By: ------------------------- Name: Title: (Company's Seal, if any) GREAT DANE LIMITED PARTNERSHIP By: ---------------------------- Name: Title: -------------------------- [SIGNATURES CONTINUE ON FOLLOWING PAGE] 12920262vA lsignature PAGE TO ECONOMIC DEVELOPMENT AGREEMENTl

The undersigned acknowledges this Agreement and agrees to the provisions hereof that are applicable to it. ACKNOWLEDGED BOARD OF TAX ASSESSORS OF BULLOCH COUNTY By: Marion C. Hulsey, Chainnan [SIGNATURES CONTINUE ON FOLLOWING PAGE] 12920262vA ISIGNATURE PAGE TO ECONOMIC DEVELOPMENT AGREEMENTI

The undersigned acknowledges this Agreement and agrees to the provisions hereof that are applicable to it. ACKNOWLEDGED TAX COMMISSIONER OF BULLOCH COUNTY By: James W. Deal I 2920262v.4 lsignature PAGE TO ECONOMIC DEVELOPMENT AGREEMENTI

Exhibit A Memorandum of Unde."standing (ATTACHED) I 292D262v.4

Exhibit B Final Master Plan (ATTACHED) 12920262v.4

Exhibit C Legal Description and Permitted Exceptions (ATTACHED) 12920262 v.4

Ratify Economic Development Agreement for Great Dane Project SUMMARY/BACKGROUND A, IF NEEDED (Box 5) The Memorandum of Understanding (the "MOU"j for the Great Dane Project that was previously approved by the Commissioners provided that "in connection with tile issuance of the Bonds, the signatories hereto will also enter into an Economic Development Agreement (the "EDA H) to reflect any amendments hereto agreed to prior to Closing (or to reflect that there are no such amendments). H The attached EDA is the one contemplated in the MOU. The EDA does not make any substantive changes to the MOU, but merely fills in some blanl(s that were left in the MOU. Due to time constraints with regard to the bond closing, it was necessary that the various parties execute the signature pages for the EDA before Monday, December 13. Therefore, the EDA is presented for ratification of the FINANCIAL IMPACT S PRESENTA TlON (6a) PUBLIC HEARING CONSENT x BUDGETED ITEM? (7a) Po'L..r:::LJ ANA OLD BUSINESS DATE ~::::"'_~,.j---"."..j NOTES