AMENDMENt
NO. 1 to credit agreement


 


AMENDMENT
NO. 1 to credit agreement, dated as of April 25, 2013 (this “Agreement”), by and among WABASH
NATIONAL CORPORATION (the “Borrower”), MORGAN STANLEY SENIOR
FUNDING, INC. (“MSSF”), in its capacity as administrative agent (in such capacity, the “Administrative
Agent”), each Lender and Additional Refinancing Lender party or consenting hereto, and each of the other Credit Parties
party hereto.


 


RECITALS:


 


WHEREAS, reference is
hereby made to the Credit Agreement (as amended, supplemented or otherwise modified from time to time immediately prior to the
effectiveness of this Agreement, the “Credit Agreement”; capitalized terms used but not defined herein having
the meanings set forth in the Credit Agreement), dated as of May 8, 2012, among Wabash National Corporation, as the Borrower, the
Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative Agent;


 


WHEREAS, the Borrower
has requested that the Lenders reduce the interest rates applicable to the Initial Loans on the terms and conditions set forth
herein, which reduction in interest rates with respect to the Initial Loans shall be effected by the exchange of Initial Loans
for Tranche B-1 Loans (as defined below) otherwise having the same terms (except as otherwise provided in this Agreement) as the
Initial Loans;


 


WHEREAS, the Borrower
has hereby notified the Administrative Agent that it is requesting the establishment of Refinancing Loan Commitments pursuant to
Section 3.2 of the Credit Agreement;


 


WHEREAS, pursuant to
Section 3.2 of the Credit Agreement, the Borrower may obtain Refinancing Loan Commitments in respect of Refinancing Loans
by, among other things, entering into one or more Refinancing Amendments in accordance with the terms and conditions of the Credit
Agreement;


 


WHEREAS, the Borrower
has requested Refinancing Loans in an aggregate principal amount of $277,000,000 (the “Tranche B-1 Loans”; the
Refinancing Loan Commitments relating thereto, the “Tranche B-1 Commitments”; and the Lenders and Additional
Refinancing Lenders with Tranche B-1 Commitments and any permitted assignees thereof, the “Tranche B-1 Lenders”),
which will be available on the Effective Date to refinance all existing Initial Loans outstanding under the Credit Agreement immediately
prior to effectiveness of this Agreement (the “Existing Loans”);


 


WHEREAS, each Lender
holding Existing Loans under the Credit Agreement immediately prior to effectiveness of this Agreement (each, an “Existing
Lender”) executing and delivering a notice of participation in the Tranche B-1 Loans in the form attached as Exhibit
A hereto (a “Tranche B-1 Participation Notice”) and electing the cashless settlement option therein (each
such Lender in such capacity, a “Converting Lender” and, together with each other Person executing and delivering
a Tranche B-1 Participation Notice, the “Participating Lenders”) shall be deemed to have exchanged on the Effective
Date the aggregate outstanding amount of its Initial Loans (or such lesser amount as the Lead Arranger may allocate and/or as such
Converting Lender may specify in its Tranche B-1 Participation Notice) under the Credit Agreement for an equal aggregate principal
amount of Tranche B-1 Loans under the Credit Agreement;


 






    	 



    	 



    

 


WHEREAS, at the election
of MSSF, in its capacity as lead arranger (in such capacity, the “Lead Arranger”), pursuant to Section 13.7
of the Credit Agreement, to the extent that one or more Persons agrees to act as fronting banks for the syndication of the Tranche
B-1 Loans (such Persons in such capacity, the “Fronting Banks”), the Fronting Banks will purchase, and the Existing
Lenders will sell to the Fronting Banks, immediately prior to effectiveness of this Agreement, (A) Initial Loans of Existing Lenders
that do not execute and deliver a Tranche B-1 Participation Notice (the “Non-Participating Lenders”), (B) Initial
Loans of Existing Lenders that execute and deliver a Tranche B-1 Participation Notice and elect the cash settlement option therein
and (C) Initial Loans of Existing Lenders that execute and deliver a Tranche B-1 Participation Notice to the extent that such Existing
Lenders have elected to exchange, or have been allocated by the Lead Arranger, an aggregate principal amount of Tranche B-1 Loans
that is less than their outstanding principal amount of Initial Loans (solely to the extent of such non-exchanged Initial Loans)
(the Loans described in the foregoing clauses (A), (B) and (C), collectively, the “Reallocated Loans”);


 


WHEREAS, to the extent
there exists any Reallocated Loans, the Fronting Banks shall be deemed to exchange on the Effective Date such Reallocated Loans
on a cashless settlement basis for an equal aggregate principal amount of Tranche B-1 Loans under the Credit Agreement, and such
Reallocated Loans shall promptly thereafter be purchased by Participating Lenders (other than Converting Lenders) (the “New
Lenders”) and Converting Lenders purchasing additional Tranche B-1 Loans, each in accordance with such Participating
Lenders’ respective Tranche B-1 Participation Notice and as allocated by the Lead Arranger; and


 


WHEREAS, contemporaneously
with the effectiveness of the Tranche B-1 Commitments the Borrower wishes to make certain amendments to the Credit Agreement to
provide for the incurrence of the Tranche B-1 Loans and the other modifications to the Credit Agreement set forth herein.


 


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


 


		1.	Credit Document Amendments. The Credit Documents are hereby amended as follows:



 


		(a)	Section 1.1 of the Credit Agreement is amended by inserting the following new definitions in their
correct alphabetical order:



 


“Amendment
No. 1” shall mean Amendment No. 1 to this Agreement, dated as of April 25, 2013, among the Borrower, the other Credit
Parties party thereto, the Lenders party thereto, and the Administrative Agent.


 


“Amendment
No. 1 Effective Date” shall mean the “Effective Date” under and as defined in Amendment No. 1.


 






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“Commodity
Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute.


 


“Excluded
Swap Obligation” shall mean, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or
a portion of the Guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap
Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of
the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit
Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange
Act and the regulations thereunder at the time the Guarantee of such Credit Party or the grant of such security interest becomes
effective with respect to such Swap Obligation, unless otherwise agreed between the Borrower and the Administrative Agent. If a
Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of
such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Qualified
ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total
assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with
respect to such Swap Obligation or such other Credit Party as constitutes an “eligible contract participant” under
the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible
contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Swap
Obligation” shall mean, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract
or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Tranche
B-1 Loan” shall have the meaning specified in Amendment No. 1.


 


“Tranche
B-1 Loan Maturity Date” shall have the meaning specified in Amendment No. 1.


 


		(b)	The definition of “Consolidated Interest Expense” in Section 1.1 of the Credit Agreement
is deleted in its entirety.



 


		(c)	The definition of “Interest Coverage Ratio” in Section 1.1 of the Credit Agreement
is deleted in its entirety.



 


		(d)	Exhibit A to the Credit Agreement is amended by (i) deleting the Interest Coverage Ratio calculation
in Section 5 thereof, (ii) deleting the final sentence of Section 5 thereof and (iii) replacing Attachment 5 thereto in its entirety
with the following: “[Reserved]”.



 






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		(e)	The definition of “Obligations” in Section 1.1 of the Credit Agreement is amended by
inserting the words “; provided that in no event shall “Obligations” include Excluded Swap Obligations”
at the end thereof.



 


		(f)	Section 2.15(a) of the Credit Agreement is amended by (i) replacing each reference to “Initial
Loans” therein with “Tranche B-1 Loans” and (ii) replacing the reference to “Initial Loan Maturity Date”
with “Tranche B-1 Loan Maturity Date”.



 


		(g)	Section 9 of the Credit Agreement is amended by adding the following new Section 9.16 thereto:



 


9.16. Swap
Obligations. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations
under the Guarantee in respect of Swap Obligations (subject in all cases to Section 3 of the Guarantee). The obligations of each
Qualified ECP Guarantor under this Section 9.16 shall remain in full force and effect until a discharge of the Guarantee in accordance
with Section 24(a) thereof. Each Qualified ECP Guarantor intends that this Section 9.16 constitute, and this Section 9.16 shall
be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all
purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


		(h)	Section 10.15(b) of the Credit Agreement is amended and restated in its entirety as follows: “[Reserved].”



 


		(i)	Section 13.6(b)(i)(A) of the Credit Agreement is amended by (i) replacing the reference to “Closing
Date” with “Amendment No. 1 Effective Date” and (ii) replacing the reference to “Initial Loans” with
“Tranche B-1 Loans”.



 


		(j)	Section 13 of the Credit Agreement is amended by adding the following new Section 13.20 thereto:



 


13.20. Excluded
Swap Obligations. Notwithstanding anything herein or in any Credit Document to the contrary, it is hereby acknowledged and
agreed that the obligations secured by any Credit Document or guaranteed by any Credit Document do not include the Excluded Swap
Obligations.


 


		(k)	The definition of “Guaranteed Obligations” in Section 1(a) of the Guarantee is amended
by inserting the words “; provided that in no event shall “Guaranteed Obligations” include Excluded Swap
Obligations” at the end of the first sentence thereof.



 






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		(l)	The definition of “Term Obligations” in Section 1 of the Security Agreement is amended
by inserting the words “; provided that in no event shall “Term Obligations” include Excluded Swap Obligations”
at the end thereof.



 


		2.	New Term Loans. Subject to the terms and conditions set forth herein, each Tranche B-1 Lender
severally agrees to exchange Initial Loans for Tranche B-1 Loans and/or make Tranche B-1 Loans to the Borrower in a single borrowing
on the Effective Date. Pursuant to Section 3.2 of the Credit Agreement, the Tranche B-1 Loans shall constitute a separate
Class of Loans and shall have the following terms:



 


		(a)	Applicable Margin. The ABR Margin with respect to the Tranche B-1 Loans shall mean a percentage
per annum equal to 2.50%. The Eurodollar Margin with respect to the Tranche B-1 Loans shall mean a percentage per annum equal
to 3.50%.



 


		(b)	Eurodollar Rate Floor. With respect to the Tranche B-1 Loans, clause (ii) of the definition
of “Eurodollar Rate” shall be replaced with “1.00% per annum”.



 


		(c)	ABR Floor. With respect to the Tranche B-1 Loans, the proviso to the definition of “ABR”
shall be replaced with “provided that ABR shall never be less than 2.00% per annum”.



 


		(d)	Mandatory Prepayments. The Tranche B-1 Loans shall be subject to mandatory prepayments as
set forth in Section 5.2 of the Credit Agreement.



 


		(e)	Optional Prepayments. The Tranche B-1 Loans may be optionally prepaid as set forth in Section
5.1 of the Credit Agreement.



 


		(f)	Call Protection. In the event that, on or prior to the first anniversary of the Effective
Date, the Borrower (x) makes any prepayment of Tranche B-1 Loans (including pursuant to Section 5.1(c) or 5.2(b) of the Credit
Agreement) in connection with any Repricing Transaction or (y) effects any amendment, supplement or modification hereof or hereto
resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of the Tranche
B-1 Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1.0% of the amount of the Tranche B-1
Loans being prepaid and (II) in the case of clause (y), a payment equal to 1.0% of the aggregate amount of the applicable Tranche
B-1 Loans outstanding immediately prior to such amendment.



 


		(g)	Amortization and Maturity Date. The Borrower shall repay to the Administrative Agent, in
Dollars, for the benefit of the Tranche B-1 Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding
Business Day) (each, a “Tranche B-1 Loan Repayment Date”), a principal amount in respect of the Tranche B-1
Loans equal to (x) the outstanding principal amount of Tranche B-1 Loans on the Effective Date multiplied by (y) the percentage
set forth below opposite such Tranche B-1 Loan Repayment Date (each, a “Tranche B-1 Loan Repayment Amount”),
as each such Tranche B-1 Loan Repayment Amount may be reduced pursuant to the other terms hereof and the Credit Agreement:



 






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	Date	Tranche B-1 Loan Repayment Amount 
	June 30, 2013	0.25%
	September 30, 2013	0.25%
	December 31, 2013	0.25%
	March 31, 2014	0.25%
	June 30, 2014	0.25%
	September 30, 2014	0.25%
	December 31, 2014	0.25%
	March 31, 2015	0.25%
	June 30, 2015	0.25%
	September 30, 2015	0.25%
	December 31, 2015	0.25%
	March 31, 2016	0.25%
	June 30, 2016	0.25%
	September 30, 2016	0.25%
	December 31, 2016	0.25%
	March 31, 2017	0.25%
	June 30, 2017	0.25%
	September 30, 2017	0.25%
	December 31, 2017	0.25%
	March 31, 2018	0.25%
	June 30, 2018	0.25%
	September 30, 2018	0.25%
	December 31, 2018	0.25%
	March 31, 2019	0.25%
	Tranche B-1 Loan Maturity Date	Remaining outstanding amounts


 


To the extent
not previously paid, all Tranche B-1 Loans shall be due and payable on the Tranche B-1 Loan Maturity Date.


 


The “Tranche
B-1 Loan Maturity Date” shall mean May 8, 2019 or, if such date is not a Business Day, the immediately preceding Business
Day; provided that if the Permitted Convertible Notes are not converted, redeemed, repurchased or refinanced in full on
or before the date that is 91 days prior to the maturity date of the Permitted Convertible Notes pursuant to one or more transactions
permitted under the Credit Agreement, such that the maturity date in respect of the Permitted Convertible Notes (and any Permitted
Refinancing Indebtedness in respect thereof) is not at least 91 days after the Tranche B-1 Loan Maturity Date, the Tranche B-1
Loan Maturity Date shall be the date that is 91 days prior to the maturity date of the Permitted Convertible Notes or, if such
date is not a Business Day, the immediately preceding Business Day.


 






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		(h)	Termination of Commitments. The Tranche B-1 Commitments shall terminate at the earlier of
(i) funding of Tranche B-1 Loans (and/or the exchange of Tranche B-1 Loans for Initial Loans) and (ii) 5:00 p.m. (New York City
time) on the Effective Date.



 


		(i)	Credit Agreement Governs. Except as set forth in this Agreement, the Tranche B-1 Loans shall
have identical terms as the Initial Loans and shall otherwise be subject to the provisions, including any provisions restricting
the rights, or regarding the obligations, of the Credit Parties or any provisions regarding the rights or obligations of the Lenders,
of the Credit Agreement and the other Credit Documents, each reference to a “Loan” in the Credit Agreement shall be
deemed to include the Tranche B-1 Loans, each reference to a “Commitment” in the Credit Agreement shall be deemed to
include the Tranche B-1 Commitments and other related terms will have correlative meanings mutatis mutandis.



 


		3.	Refinancing Amendment. In each case for all purposes of the Credit Agreement and each of
the other Credit Documents, (a) this Amendment shall constitute a “Refinancing Amendment”, (b) the Tranche B-1 Loans
shall constitute “Refinancing Loans” and “Credit Agreement Refinancing Indebtedness”, (c) the Lenders’
Tranche B-1 Commitments in respect of the Tranche B-1 Loans shall constitute “Refinancing Loan Commitments”, (d) the
Tranche B-1 Lenders shall constitute “Refinancing Lenders” and “Lenders” and (e) the Tranche B-1 Loan Maturity
Date shall constitute the “Refinancing Loan Maturity Date” for the Tranche B-1 Loans.



 


		4.	Conditions to Effectiveness.



 


		(a)	This Agreement shall become effective on the first date (the “Effective Date”)
on or after May 9, 2013, when, and only when, each of the following conditions have been satisfied (or waived) in accordance with
the terms therein:



 


		(i)	this Agreement shall have been executed and delivered by the Borrower, the other Credit Parties
and the Administrative Agent;



 


		(ii)	the Administrative Agent shall have received fully executed and delivered Tranche B-1 Participation
Notices from Participating Lenders representing 100% of the aggregate outstanding principal amount of the Existing Loans;



 


		(iii)	the Administrative Agent shall have received a certificate of each Credit Party dated as of the
Effective Date signed by an Authorized Officer of such Credit Party (i) (A) certifying and attaching the resolutions or similar
consents adopted by such Credit Party approving or consenting to the Tranche B-1 Loans, (B) certifying that the certificate or
articles of incorporation or formation and by-laws or operating (or limited liability company) agreement of such Credit Party either
(x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying
as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of such
Credit Party and (ii) in the case of the Borrower, certifying as to the matters set forth in clauses (vi), (vii) and (viii) below;



 






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		(iv)	(A) all fees and out-of-pocket expenses required to be paid or reimbursed by the Borrower in connection
with this Agreement shall have been paid or reimbursed and (B) all accrued interest and fees in respect of the Existing Loans outstanding
immediately prior to effectiveness of this Agreement shall have been paid;



 


		(v)	the Administrative Agent shall have received an opinion of Hogan Lovells US LLP, in form and substance
reasonably satisfactory to the Administrative Agent;



 


		(vi)	both immediately before and after giving effect to the Effective Date and the incurrence of the
Tranche B-1 Loans thereon, all representations and warranties made by each Credit Party contained in the Credit Agreement and in
the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that
is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects)
with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where
such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall
have been true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality”
or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date);



 


		(vii)	the representations and warranties in Section 5 of this Agreement shall be true and correct in
all material respects as of the Effective Date;



 


		(viii)	no Default or Event of Default shall exist on the Effective Date before or after giving effect
to the effectiveness hereof and the incurrence of the Tranche B-1 Loans;



 


		(ix)	The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency
Management Agency Standard Flood Hazard Determination with respect to the Real Property Collateral (together with, to the extent
applicable, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and the
applicable Credit Party relating thereto).



 


		(x)	The Lenders shall have received on or prior to the Effective Date, all documentation and other
information reasonably requested by them in writing at least three (3) Business Days prior to the Effective Date in order to allow
the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including
the Patriot Act.



 






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		(b)	On the Effective Date, upon the satisfaction of the conditions set forth in Section 4(a) hereof,
the outstanding amount of Initial Loans of each Converting Lender (or such lesser amount as may be allocated by the Lead Arranger
and/or specified by such Converting Lender in its Tranche B-1 Participation Notice) shall be deemed to be exchanged for an equal
outstanding amount of Tranche B-1 Loans under the Credit Agreement. Such exchange shall be effected by book entry in such manner,
and with such supporting documentation, as may be reasonably determined by the Administrative Agent.



 


		(c)	On or prior to the Effective Date, the Lenders (including Existing Lenders and the Fronting Banks,
if applicable) shall sell and purchase Initial Loans, and make and receive payments, in immediately available funds, among themselves
(and the Fronting Banks, if applicable), as directed by the Lead Arranger, in order to permit the exercise of Section 13.7 of the
Credit Agreement. All such sales and purchases shall be deemed to have been made in compliance with Section 13.6 and Section 13.7
of the Credit Agreement and are hereby ratified and confirmed. The purchases and sales described in this Section 4(c) shall be
effected by book entry in such manner, and with such supporting documentation, as may be reasonably determined by the Administrative
Agent.



 


		(d)	To the extent there exists any Reallocated Loans, promptly following the Effective Date (but not
later than 30 days following the Effective Date), each New Lender and each Converting Lender purchasing additional Tranche B-1
Loans shall purchase Reallocated Loans from the Fronting Banks as directed by the Lead Arranger in accordance with such Participating
Lender’s Tranche B-1 Participation Notice and as allocated by the Lead Arranger. Except to the extent otherwise agreed by
the Fronting Banks, purchases and sales of Reallocated Loans shall be made on a ratable basis among the Fronting Banks.



 


		(e)	To the extent there exists any Non-Participating Lenders, such Non-Participating Lenders shall
be replaced (and the Initial Loans of such Non-Participating Lenders shall be assumed) by one or more Converting Lenders pursuant
to Section 13.7 of the Credit Agreement as directed by the Lead Arranger. To the extent that this Section 4(e) and Section 4.1(c)
cannot be effected or otherwise at the election of the Lead Arranger, each Participating Lender (other than a Converting Lender
(except to the extent such Converting Lender is purchasing additional Tranche B-1 Loans)) shall severally advance Tranche B-1 Loans
in Dollars on the Effective Date in accordance with its Tranche B-1 Participation Notice (or such lesser amount as the Lead Arranger
may allocate and/or as such Participating Lender may specify in its Tranche B-1 Commitment). Such funding of Tranche B-1 Loans
shall be deemed, automatically and without further act by any Person, to constitute a simultaneous (A) Borrowing by the Borrower
of Tranche B-1 Loans pursuant to Section 2.1(a) of the Credit Agreement and (B) prepayment of Initial Loans of Non-Participating
Lenders pursuant to Section 5.1 of the Credit Agreement, and such Participating Lenders shall be Tranche B-1 Lenders, and such
advance shall constitute a borrowing of Tranche B-1 Loans, for all purposes of the Credit Agreement and the other Credit Documents.



 






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		(f)	Any prepayment of Initial Loans made by the Borrower on the Effective Date but prior to effectiveness
of this Agreement may be applied, in the Lead Arranger’s discretion, first, to prepay Initial Loans of Non-Participating
Lenders in such manner as the Lead Arranger shall direct, and second, to prepay Initial Loans of Participating Lenders on a pro
rata basis (or, with respect to any Participating Lender, such lesser amount as such Participating Lender may agree).



 


		5.	Representations and Warranties. By its execution of this Agreement, each Credit Party hereby
represents and warrants that:



 


		(i)	such Credit Party has the corporate or other organizational power and authority to execute, deliver
and carry out the terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of this Agreement;



 


		(ii)	such Credit Party has duly executed and delivered this Agreement and this Agreement constitutes
the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general
principles of equity; and



 


		(iii)	neither the execution, delivery or performance by such Credit Party of this Agreement nor compliance
with the terms and provisions thereof nor the consummation of the transactions contemplated hereby will (a) contravene any material
provision of any applicable law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality,
(b) result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of such Credit
Party or any of the Subsidiaries (other than Permitted Liens) pursuant to the terms of any Material Contract of any Credit Party
or its Subsidiaries other than any such breach, default or Lien that could not reasonably be expected to result in a Material Adverse
Effect or (c) violate any provision of the certificate of incorporation, by-laws or other Organizational Document of such Credit
Party or any of its Subsidiaries.



 


		6.	Use of Proceeds. The Borrower covenants and agrees that it will use the proceeds
of the Tranche B-1 Loans to refinance the aggregate principal amount of Existing Loans outstanding on the Effective Date and to
pay any interest, fees and/or expenses related thereto.



 






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		7.	Waiver of Notice. By its execution of this Agreement, the Required Lenders and each Tranche
B-1 Lender hereby waives the requirement in Section 3.2 of the Credit Agreement that Refinancing Loan Commitments be in integral
multiples of $10,000,000.



 


		8.	Reaffirmation of the Credit Parties. Each Credit Party hereby consents to the amendment
of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each
Credit Document to which such Credit Party is a party is, and the obligations of such Credit Party contained in the Credit Agreement,
this Agreement or in any other Credit Document to which it is a party are, and shall continue to be, in full force and effect and
are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without
limiting the foregoing, each Credit Party hereby confirms that the existing security interests granted by such Credit Party in
favor of the Secured Parties pursuant to the Credit Documents in the Collateral described therein shall continue to secure the
obligations of the Credit Parties under the Credit Agreement and the other Credit Documents as and to the extent provided in the
Credit Documents.



 


		9.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except in accordance with Section 13.1 of the Credit Agreement.



 


		10.	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute
the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior
agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except
as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Credit Document
to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Credit Agreement as amended
hereby and that this Agreement is a Credit Document. This Agreement shall not constitute a novation of any amount owing under the
Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement
and the other Credit Documents shall, to the extent not paid or exchanged on or prior to the Effective Date, shall continue to
be owing under the Credit Agreement or such other Credit Documents until paid in accordance therewith.



  


		11.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 13.13 AND
13.15 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.



 






    	-11-



    	 



    

 


		12.	Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable,
the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



 


		13.	Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other
electronic means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original
executed counterpart of this Agreement.



 


 


 


[Remainder of Page Intentionally
Blank]


 






    	-12-



    	 



    

 





IN WITNESS WHEREOF,
each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written
above.


 


	 	WABASH NATIONAL CORPORATION,	 
	 	as the Borrower	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Senior Vice President and Chief Financial Officer	 





 


Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 






    	 



    	 



    

 


	 	wabash national, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,	 
	 	 	Its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	wabash WOOD PRODUCTS, INC., (f/k/a WNC Cloud Merger Sub, Inc.),	 
	 	an Arkansas corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	Transcraft Corporation,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	Wabash National Trailer Centers, Inc.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 


 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 




    	 



    	 



    

 


	 	cloud oak flooring company, Inc.,	 
	 	an Arkansas corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	continental transit corporation,	 
	 	an Indiana corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Treasurer	 
	 	 	 	 
	 	ftsi distribution company, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,	 
	 	 	Its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	national trailer funding, L.l.c.,	 
	 	a Delaware limited liability company	 
	 	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,	 
	 	 	Its Sole Member	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 


 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 




    	 



    	 



    

 


 


	 	wabash national Manufacturing, L.P., (f/k/a Wabash National Lease Receivables, L.P.), a Delaware limited partnership	 
	 	 	 	 
	 	By:	Wabash National Corporation,	 
	 	 	Its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Senior Vice President and Chief Financial Officer	 
	 	 	 	 
	 	wabash national services, L.P.,	 
	 	a Delaware limited partnership	 
	 	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,	 
	 	 	Its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and 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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 


 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 




    	 



    	 



    

 


 


	 	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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and 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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 





 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement


 






    	 



    	 



    

 


	 	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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 
	 	 	 	 
	 	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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 





 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 






    	 



    	 



    

 


	 	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:	/Mark J. Weber/	 
	 	 	Mark J. Weber	 
	 	 	Vice President and Treasurer	 


 





Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 






    	 



    	 



    

 


	 	MORGAN STANLEY SENIOR FUNDING,
INC.,

as Administrative Agent	 
	 	 	 
	 	By:	/ Henrik Sandstrom /	 
	 	 	Name: Henrik Sandstrom	 
	 	 	Title: Authorized Signatory	 



 


Wabash National Corporation

Signature Page to Amendment No. 1 to Term Loan Credit Agreement




 






    	 



    	 



    

  


Exhibit A

Form of Tranche B-1 Participation Notice


 






    	 



    	 



    

 


Date: April __, 2013


 


Morgan Stanley Senior Funding, Inc., as Administrative
Agent

1 Pierrepont Plaza, 7th Floor

Brooklyn, NY 11201

Attention:Michael Gavin

Facsimile:(718) 233-1890


 


Wabash National Corporation

Tranche B-1 Participation Notice


 


Ladies and Gentlemen:


 


Reference is made to
Amendment No. 1 (the “Amendment”) to that certain Credit Agreement, dated as of May 8, 2012 (as amended, restated,
amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”;
and as amended by the Amendment and as otherwise may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among Wabash National Corporation (the “Borrower”),
the Lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (in such capacities,
the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used but not defined herein
are used as defined in the Amendment.


 


By delivery of this Tranche
B-1 Participation Notice, each of the undersigned (each a “Participating Lender”), hereby irrevocably consents
to the Amendment and the amendment of the Existing Credit Agreement contemplated thereby and (check as applicable):


 


For Existing Lenders:


 


		 ̈	Cashless Settlement Option. Hereby elects, upon the Effective Date,
to exchange the outstanding amount of Initial Loans of such Participating Lender (or such lesser amount specified on the schedule
below or as may be allocated by the Lead Arranger) for an equal outstanding amount of Tranche B-1 Loans under the Credit Agreement.



 


	Name of Participating Lender	Amount of Existing Loans	Amount to exchange via Cashless Settlement Option	Additional Commitment (if any)1
	 	$_______	$_______	$_______



 





 



1 If providing an increase
in commitments, insert the additional amount of Tranche B-1 loans you wish to purchase.



 






    	 



    	 



    

 


		 ̈	Cash Settlement Option. Hereby elects to have the outstanding amount
of Initial Loans of such Participating Lender (or such lesser amount specified on the schedule below) repaid or purchased and agrees
to purchase, on or prior to the date that is 30 days following the Effective Date, Tranche B-1 Loans up to the amount set forth
on the schedule below (or such lesser amount as may be allocated by the Lead Arranger).



 


	Name of Participating Lender	Amount of Existing Loans	Amount to exchange via Cash Settlement Option	Additional Commitment (if any)2
	 	$_______	$_______	$_______


 


For New Lenders:


 


		 ̈	Hereby agrees to purchase, on or prior to the date that is 30 days following
the Effective Date, Tranche B-1 Loans up to the amount set forth on the schedule below (or such lesser amount as may be allocated
by the Lead Arranger).



 


	Name of New Lender	New Lender Commitment (if any)
	
         

         

         
	$_______


 


Exit Election


 


		 ̈	Hereby elects to exit the term loan, be repaid in full at the amendment Effective
Date, and not participate in any Tranche B-1 Loans.



 


- Signature Page Follows
-


 


                 Very truly yours,


 


 





 



2 f providing
an increase in commitments, insert the additional amount of Tranche B-1 loans you wish to purchase.



 






    	 



    	 



    

 





	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 




 





	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: