Exhibit 4.3


 





AMENDMENT NO. 2 TO RIGHTS AGREEMENT


 


This Amendment No.
2 (this “Amendment”) to Rights Agreement dated as of December 28, 2005, as amended by amendment No. 1 to
Rights Agreement on July 17, 2009 (as amended, the “Agreement”), between Wabash National Corporation, a Delaware
corporation (the “Company”), and National City Bank, a Delaware corporation (the “Rights Agent”),
is effective as of March 30, 2015.


 


WHEREAS, the Company
desires to amend the Agreement to advance the Final Expiration Date of the Agreement to March 30, 2015; and


 


WHEREAS, the Company
has delivered to the Rights Agent an appropriate certificate pursuant to Section 27 of the Agreement; and


 


WHEREAS, in accordance
with Section 27 of the Agreement, this Amendment shall become effective immediately upon execution by the Company, whether or not
also executed by the Rights Agent.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Amendment to the Agreement.


 


(a) Section 7(a)(i)
of the Agreement is hereby amended by replacing the reference to the date “December 28, 2015” with “March 30,
2015.”


 


Section 2. Amendment of Exhibits.


 


(a) The exhibits to
the Agreement shall be deemed to be amended by replacing any reference to the date “December 28, 2015” with “March
30, 2015.”


 


Section 3. Governing Law.


 


This Amendment shall
be deemed to be a contract made under the internal laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such state.


 


Section 4. Severability.


 


If any term, provision,
covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.


 






    	 



    	 



    

 





Section 5. Effect of Amendment.


 


This Amendment is effective
immediately upon execution by the Company, whether or not also executed by the Rights Agent. In the event of a conflict or inconsistency
between this Amendment and the Agreement and the exhibits thereto, the provisions of this Amendment will govern. Any reference
to the Agreement after the date first set forth above shall be deemed to be a reference to the Rights Agreement, as amended by
this Amendment.


 


Section 6. Counterparts.


 


This Amendment may
be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same instrument.


 


[Signature Page Follows]


 


 




    	 



    	 



    

 


 IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.


 













	 	WABASH NATIONAL CORPORATION
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Erin J. Roth
	 	Erin J. Roth	 
	 	Senior Vice President, General Counsel & Secretary
	 	 	 	 	 
	 	NATIONAL CITY BANK
	 	 	 	 	 
	 	By: 	,

	 	 	as successor to National City Bank
	 	 	By: 	Name: 	 
	 	 	 	Title: