Exhibit 10.1





SECOND AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of May 3, 2017, by and among Wells
Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent (the "Agent")
for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, WABASH NATIONAL CORPORATION,
a Delaware corporation ("Wabash"), certain Subsidiaries of Wabash designated on the signature pages hereto as
borrowers (together with Wabash, such Subsidiaries are collectively referred as the "Borrowers") and certain Subsidiaries
of Wabash designated on the signature pages hereto as guarantors (such Subsidiaries are collectively referred to as the "Guarantors"
and together with the Borrowers, such Guarantors are collectively referred to as the "Loan Parties").


 


WHEREAS, the Borrowers,
Agent, and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of May 8, 2012 (as amended,
restated, modified or supplemented from time to time, the "Credit Agreement"); and


 


WHEREAS, the Borrowers
have requested that Lenders agree to amend the Credit Agreement in certain respects as set forth herein, and Lenders have agreed
to the foregoing, on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration
of the premises and mutual agreements herein contained, the parties hereto agree as follows:


 


1.       Defined
Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed
to such terms in the Credit Agreement.


 


2.       Amendments
to Credit Agreement. In reliance upon the representations and warranties of the Borrowers set forth in Section 6 below, and
subject to the satisfaction of the conditions to effectiveness set forth in Section 5 below, the Credit Agreement is hereby amended
as follows:


 


(a)       Clause
(y) of the second proviso in Section 2.4(e)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


and (y) in
the case of the Term Priority Collateral, Borrowers and their Subsidiaries shall not have the right to use such Net Cash Proceeds
to make such replacements, purchases or construction unless, while the Term Loan Credit Agreement is in effect or any Additional
Indebtedness is outstanding, such replacements, purchases and construction are permitted by the terms of the Term Loan Credit Agreement
(as in effect on the Second Amendment Date, or in the case of the Net Cash Proceeds from the sale or other disposition of the Real
Property Collateral located at 10498 North Vancouver Way, Portland, Oregon as may be consented by the requisite lenders party to
the Term Loan Credit Agreement) and such agreements, instruments or documents delivered in connection with any Additional Indebtedness
or, if the Term Loan Credit Agreement is no longer in effect and no Additional Indebtedness is outstanding, such Net Cash Proceeds
are in excess of $1,500,000 in any given fiscal year.


 






     


     


    

 


 


(b)       The
definition of the term “Consolidated Tangible Assets” is hereby added to Schedule 1.1 to the Credit Agreement in its
appropriate alphabetical order:


 


“Consolidated Tangible Assets”
shall mean (x) the total assets of the Borrower and its Subsidiaries less (y) all goodwill and other intangible assets of
the Borrower and its Subsidiaries, as shown on the most recent balance sheet constituting financial statements delivered pursuant
to Section 5.1 that had been delivered immediately preceding the date on which any calculation of Consolidated Tangible Assets
is being made.


 


(c)       Clause
(o) of the definition of the term “Permitted Disposition” is hereby amended and restated in its entirety as follows:


 


(o)       sales,
leases and other dispositions of assets on an arm's length basis with a fair market value of up to the greater of (x) $30,000,000
and (y) 5.0% of Consolidated Tangible Assets (as determined at the time of such disposition) in the aggregate in any one calendar
year, in each case so long as (i) no Default or Event of Default is in existence or would result therefrom, (ii) not
less than 75% of the consideration received in respect thereof is cash received by a Loan Party or its Subsidiaries, (iii) the
consideration received for the assets to be so disposed is at least equal to the fair market value thereof, and (iv) in the
case of individual assets with a book value in excess of $500,000, the consideration received in respect thereof is at least equal
to the portion of the Advances predicated on the value of such assets.


 


(d)       Clause
(b) of the definition of the term “Purchase Money Indebtedness” is hereby amended and restated in its entirety as follows:


 


(b) within 180 days after, the acquisition of any fixed
assets for the purpose of financing all or any part of the acquisition cost thereof.


 


(e)       The
definition of the term "Second Amendment Date" is hereby added to Schedule 1.1 to the Credit Agreement in its appropriate
alphabetical order as follows:


 


“Second
Amendment Date” shall mean May 3, 2017.


 


3.       Continuing
Effect. Except as expressly set forth in Section 2 of this Amendment, nothing in this Amendment shall constitute a modification
or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other
terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in
full force and effect, in each case as amended hereby.


 






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4.       Reaffirmation
and Confirmation. Each Loan Party hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other
Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of such Loan Party, and further
acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to
the Credit Agreement or any other Loan Document. Each Loan Party hereby agrees that this Amendment in no way acts as a release
or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations
are hereby ratified and confirmed by each Loan Party in all respects.


 


5.       Conditions
to Effectiveness. This Amendment shall become effective upon Agent's receipt of a copy of this Amendment executed and delivered
by Agent, the Required Lenders and the Loan Parties.


 


6.       Representations
and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants
to Agent and Lenders that:


 


(a)       after
giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which such Loan Party is
a party are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the
date of this Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate
solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) on and as of such earlier date);


 


(b)       no
Default or Event of Default has occurred and is continuing or will exist after this Amendment becomes effective; and


 


(c)       this
Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of such Loan Party and are
enforceable against such Loan Party in accordance with their respective terms, except as enforcement may be limited by equitable
principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.


 


7.       Miscellaneous.


 


(a)       Expenses.
Each Borrower agrees to pay, promptly after demand therefor is made by Agent, all reasonable and documented costs and expenses
of Agent (including reasonable attorneys fees) incurred in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder
or in connection herewith. All obligations provided herein shall survive any termination of this Amendment and the Credit Agreement
as amended hereby.


 


(b)       Choice
of Law and Venue; Jury Trial Waiver; Reference Provision. Without limiting the applicability of any other provision of the
Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly
incorporated herein by reference.





 






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(c)       Counterparts.
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and
each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.


 


8.       Release.


 


(a)       In
consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal
representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders,
and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors,
directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being
hereinafter referred to collectively as the "Releasees" and individually as a "Releasee"), of
and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses,
rights of set-off, demands and liabilities whatsoever (individually, a "Claim" and collectively, "Claims")
of every name and nature, both at law and in equity, which Loan Party or any of its successors, assigns, or other legal representatives
may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,
action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment for or on account
of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions
thereunder or related thereto.


 


(b)       Each
Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense
and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release.


 


(c)       Each
Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter
be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.


 






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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.


 


 


	 	BORROWERS:
	 	 
	 	WABASH NATIONAL CORPORATION,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Senior Vice President & Chief Financial Officer


 


 


	 	WABASH NATIONAL, L.P.,
	 	a Delaware limited partnership
	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 





 


	 	WABASH WOOD PRODUCTS, INC. (f/k/a WNC Cloud Merger Sub, Inc.), an Arkansas corporation
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Vice President & Treasurer


 


 


	 	TRANSCRAFT CORPORATION,
	 	a Delaware corporation
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Vice President – Treasurer


 






     


     


    

 


 





	 	WABASH NATIONAL TRAILER CENTERS, INC., a Delaware corporation
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 





	 	WALKER GROUP HOLDINGS LLC,
	 	a Texas limited liability company
	 	 
	 	By:	Wabash National, L.P.,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 





	 	BULK SOLUTIONS LLC, a Texas limited liability company
	 	 
	 	By:	Walker Group Holdings LLC,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Wabash National, L.P.,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 		By:	Wabash National Trailer Centers, Inc.,
	 	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 






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	 	GARSITE/PROGRESS LLC, a Texas limited liability company




	 	By:	Walker Group Holdings LLC,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Wabash National, L.P.,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 





	 	WALKER STAINLESS EQUIPMENT COMPANY LLC, a Delaware limited liability company
	 	 
	 	By:	Walker Group Holdings LLC,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Wabash National, L.P.,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 






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	 	BRENNER TANK LLC, a Wisconsin limited liability company
	 	 
	 	 
	 	By:	Walker Group Holdings LLC,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Wabash National, L.P.,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 





	 	BRENNER TANK SERVICES LLC, a Wisconsin limited liability company
	 	 
	 	 
	 	By:	Brenner Tank LLC,
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Walker Group Holdings LLC,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Wabash National, L.P.,
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	 	 	Its General Partner
	 	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 



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	 	GUARANTORS:
	 	 
	 	CLOUD OAK FLOORING COMPANY, INC.
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Vice President – Treasurer


 


 





	 	NATIONAL TRAILER FUNDING, L.L.C.
	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 


	 	WABASH NATIONAL MANUFACTURING, L.P. (f/k/a Wabash National Lease Receivables, LP)
	 	 
	 	By:	Wabash National Corporation,
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Senior Vice President and Chief Financial Officer


 





 


	 	CONTINENTAL TRANSIT CORPORATION
	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer
	 	 	 


 


 





	 	WABASH NATIONAL SERVICES, L.P.
	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 









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	 	FTSI DISTRIBUTION COMPANY, L.P.
	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner
	 	 	 
	 	By:	/s/ Jeffery Taylor
	 	Title:	Treasurer


 


 






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	 	AGENT:
	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC
	 	 
	 	/s/ Anne Sasal
	 	By:	Anne Sasal
	 	Title:	Vice President
	 	 	 
	 	 	 


 


 



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	 	LENDERS:
	 	 
	 	WELLS FARGO CAPITAL FINANCE, LLC
	 	 
	 	/s/ Anne Sasal
	 	By:	Anne Sasal
	 	Title:	Vice President
	 	 	 
	 	 	 


 


 






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	 	CITIZENS BUSINESS CAPITAL, a division of Citizens Asset Finance, Inc., as a Lender
	 	 
	 	By:	/s/ James Zamborsky
	 	Title:	Vice President


 


 


 






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	 	BMO HARRIS BANK N.A., as a Lender
	 	 
	 	By:	/s/ Sarah Yates
	 	Title:	Vice President


 


 


 






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	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender
	 	 
	 	By:	/s/ Andrew Salmon
	 	Title:	VP


 







 


 






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