Exhibit 10.1


 








EXECUTION
VERSION










 


AMENDMENT
NO. 5 TO CREDIT AGREEMENT


 


AMENDMENT NO. 5 TO CREDIT
AGREEMENT, dated as of November 17, 2017 (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 by that certain Amendment No. 1 to Credit Agreement dated as of April 25, 2013,
by and among the Borrower, each lender and each additional refinancing lender party or consenting thereto and MSSF, as administrative
agent, as amended by that certain Amendment No. 2 to Credit Agreement dated as of March 19, 2015, by and among the Borrower, each
lender and each additional refinancing lender party or consenting thereto and MSSF, as administrative agent, as amended by that
certain Amendment No. 3 to Credit Agreement dated as of February 24, 2017, by and among the Borrower, each lender and each additional
refinancing lender party or consenting thereto and MSSF, as administrative agent, as amended by that certain Amendment No. 4 to
Credit Agreement dated as of August 18, 2017, by and among the Borrower, each lender and each additional refinancing lender party
or consenting thereto and MSSF, as administrative agent, and as further 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 the Borrower, the
Lenders party thereto, and MSSF, as Administrative Agent;


 


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 in an aggregate principal amount of $188,049,185.91 (the “Tranche B-4 Loans”;
the Refinancing Loan Commitments relating thereto, the “Tranche B-4 Commitments”; and the Lenders and Additional
Refinancing Lenders with Tranche B-4 Commitments and any permitted assignees thereof, the “Tranche B-4 Lenders”)
to refinance in full the outstanding Tranche B-3 Loans on the Effective Date (as defined below);


 


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, on the Effective
Date, the Borrower has offered to (a) issue the Tranche B-4 Loans in exchange for certain existing Tranche B-3 Loans pursuant to
a cashless settlement as described herein and (b) to the extent any Tranche B-3 Loans are not so exchanged, to use the proceeds
of the Tranche B-4 Loans to refinance the Tranche B-3 Term Loans outstanding as of the Effective Date after giving effect to such
cashless settlement;


 


WHEREAS, upon the Effective
Date, each Tranche B-4 Lender shall have the Tranche B-4 Commitment set forth opposite its name in the Register;


 


WHEREAS, Wells Fargo
Securities, LLC (“WFS”) will act as sole lead arranger and sole bookrunner for this Agreement, the Tranche B-4
Commitments and the Tranche B-4 Loans; and


 






    	 	 	 



    
 



    

 


WHEREAS, contemporaneously
with the effectiveness of the Tranche B-4 Commitments, the Borrower wishes to make certain amendments to the Credit Agreement to
provide for the incurrence of the Tranche B-4 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. 5” shall mean Amendment No. 5 to this Agreement, dated as of November 17, 2017, among the Borrower, the other Credit
Parties party thereto, the Lenders party thereto, and the Administrative Agent.


 


“Amendment
No. 5 Effective Date” shall mean the “Effective Date” under and as defined in Amendment No. 5.


 


“Replacement
Rate” has the meaning assigned thereto in Section 2.10(d).


 


“Tranche
B-4 Loan” shall have the meaning specified in Amendment No. 5.


 


“Tranche
B-4 Loan Maturity Date” shall have the meaning specified in Amendment No. 5.


 


		(b)	The definition of “Eurodollar Rate” in Section 1.1 of the Credit Agreement
is amended by deleting such definition in its entirety and replacing it with the following:



 


“‘Eurodollar
Rate’ shall mean, subject to the implementation of a Replacement Rate in accordance with Section 2.10(d), for
any Interest Period, the greater of (i) an interest rate per annum equal to the rate per annum obtained by dividing (a) the rate
per annum (rounded upward to the nearest whole multiple of 1/100 of 1% per annum) as published by the ICE Benchmark Administration
Limited, a United Kingdom company, or a comparable successor quoting service approved by the Administrative Agent, as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not such so published,
the average (rounded upward to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of
the rate per annum at which deposits in Dollars is offered by the principal office of the Reference Bank in London, England to
prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest
Period in an amount substantially equal to the Reference Bank’s Eurodollar Loan comprising part of such Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest Period by (b) a percentage equal to 100% minus the Eurodollar
Rate Reserve Percentage for such Interest Period and (ii) 1.00% per annum. If the ICE Benchmark Administration Limited, a United
Kingdom company, or a comparable successor quoting service is unavailable, the Eurodollar Rate for any Interest Period shall be
determined by the Administrative Agent on the basis of applicable rates furnished to and received by the Administrative Agent from
the Reference Bank two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section
2.8. Notwithstanding the foregoing, unless otherwise specified in any amendment to this Agreement entered into in accordance
with Section 2.10(d), in the event that a Replacement Rate with respect to Eurodollar Rate is implemented, then all references
herein to Eurodollar Rate shall be deemed references to such Replacement Rate.”


 






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		(c)	The definition of “Permitted Inventory Financing Inventory” in Section 1.1 of
the Credit Agreement is amended by replacing the phrase “the purchase of which is financed by Ally Financial Inc. or its
Affiliates” in clause (a) therein with “which is subject to a lien”.



 


		(d)	The definition of “Real Property Collateral” in Section 1.1 of the Credit Agreement
is amended by replacing the amount “1,000,000” therein with “$5,000,000”.



 


		(e)	Article I of the Credit Agreement is hereby amended by adding the following new Section
1.3 thereto and in connection therewith the table of contents shall be amended to include a reference to “Section 1.3
Rates”:



 


“1.3Rates.
The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the rates in the definition of ‘Eurodollar Rate’.”


 


		(f)	Section 2.10(a) of the Credit Agreement is amended by adding the following phrase at the
beginning of such section: “Unless and until a Replacement Rate is implemented in accordance with clause (d) below,”



 


		(g)	Article II of Credit Agreement is hereby amended by adding the following new Section
2.10(d) thereto:



 


“Notwithstanding
anything to the contrary in Section 2.10(a) above, if the Administrative Agent has made the determination (such determination
to be conclusive absent manifest error) that (i) the circumstances described in Section 2.10(a)(i) or (a)(ii) have
arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer
a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the applicable currency or
(iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental
Authority having or purporting to have jurisdiction over the Administrative Agent has made a public statement identifying a specific
date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans
in the U.S. syndicated loan market in the applicable currency, then the Administrative Agent may, to the extent practicable (with
the consent of the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations
in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish
a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next
two sentences, replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described
in Section 2.10(a)(i), (a)(ii), or (a)(iii), occurs with respect to the Replacement Rate or (B) the Administrative
Agent (or the Required Lenders through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately
and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the
establishment and application of the Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with
the consent of the Administrative Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Administrative
Agent, to effect the provisions of this Section 2.10(d). Notwithstanding anything to the contrary in this Agreement or the
other Loan Documents (including, without limitation, Section 13.1), such amendment shall become effective without any further
action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five
(5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute
Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity
the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the
Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent with market
practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative
Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Administrative Agent (it being understood
that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders).”


 






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		(h)	Section 2.15(a) of the Credit Agreement is amended by (i) replacing each reference to “Tranche
B-3 Loans” therein with “Tranche B-4 Loans” and (ii) replacing the reference to “Tranche B-3 Loan Maturity
Date” with “Tranche B-4 Loan Maturity Date”.



 


		(i)	Section 13.1(a) of the Credit Agreement is amended by deleting the “and” before
“(v)” and adding the following after the phrase “the Administrative Agent’s Fee Letter may be amended or
modified, or rights or privileges thereunder waived, in a writing executed only by the parties thereto”:



 


“and (vi)
the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this
Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably
deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 2.10(d) in accordance
with the terms of Section 2.10(d)”


 


		(j)	Section 13.6(b)(i)(A) of the Credit Agreement is amended by (i) replacing the reference
to “Amendment No. 3 Effective Date” with “Amendment No. 5 Effective Date” and (ii) replacing the reference
to “Tranche B-3 Loans” with “Tranche B-4 Loans”.



 


		2.	New Term Loans. Subject to the terms and conditions set forth herein, each Tranche B-4 Lender
severally agrees to make Tranche B-4 Loans to the Borrower in a single borrowing on the Effective Date in the amount of its Tranche
B-4 Commitment. Pursuant to Section 3.2 of the Credit Agreement, the Tranche B-4 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-4 Loans shall mean a percentage
per annum equal to 1.25%. The Eurodollar Margin with respect to the Tranche B-4 Loans shall mean a percentage per annum equal to
2.25%.



 


		(b)	Eurodollar Rate Floor. With respect to the Tranche B-4 Loans, the interest rate in clause
(ii) of the definition of “Eurodollar Rate” shall be “0% per annum”.



 


		(c)	ABR Floor. With respect to the Tranche B-4 Loans, the interest rate in the proviso to the
definition of “ABR” shall be “0% per annum”.



 






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		(d)	Mandatory Prepayments. The Tranche B-4 Loans shall be subject to mandatory prepayments as
set forth in Section 5.2 of the Credit Agreement.



 


		(e)	Optional Prepayments. The Tranche B-4 Loans may be optionally prepaid as set forth in Section
5.1 of the Credit Agreement.



 


		(f)	Call Protection. In the event that, during the six month period following the Effective
Date, the Borrower (x) makes any prepayment of Tranche B-4 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-4 Lenders, without duplication, (I) in the case of clause (x), a prepayment premium of 1.0% of the amount of the
Tranche B-4 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-4 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-4 Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding
Business Day) (each, a “Tranche B-4 Loan Repayment Date”), a principal amount in respect of the Tranche B-4
Loans equal to (x) the outstanding principal amount of Tranche B-4 Loans on the Effective Date multiplied by (y) the percentage
set forth below opposite such Tranche B-4 Loan Repayment Date (each, a “Tranche B-4 Loan Repayment Amount”),
as each such Tranche B-4 Loan Repayment Amount may be reduced pursuant to the other terms hereof and the Credit Agreement:



 


	
         

        Date
	Tranche B-4 Loan Repayment

                                                                                Amount

	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%
	June 30, 2019	0.25%
	September 30, 2019	0.25%
	December 31, 2019	0.25%
	March 31, 2020	0.25%
	June 30, 2020	0.25%
	September 30, 2020	0.25%
	December 31, 2020	0.25%
	March 31, 2021	0.25%
	June 30, 2021	0.25%
	September 30, 2021	0.25%
	December 31, 2021	0.25%
	Tranche B-4 Loan Maturity Date	Remaining outstanding amounts


 


To the extent not previously paid,
all Tranche B-4 Loans shall be due and payable on the Tranche B-4 Loan Maturity Date.


 






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The “Tranche B-4 Loan
Maturity Date” shall mean March 19, 2022 or, if such date is not a Business Day, the immediately preceding Business Day;
provided that if the Permitted Convertible Notes (and any Permitted Refinancing Indebtedness in respect thereof) 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-4 Loan Maturity Date, the Tranche B-4 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
(such date, the “Springing Maturity Date”); provided further, that no Springing Maturity Date shall be
deemed to occur if on the Springing Maturity Date and at all times following the Springing Maturity Date until the Permitted Convertible
Notes (and any Permitted Refinancing Indebtedness in respect thereof, the maturity date of which is not at least 91 days after
the Tranche B-4 Loan Maturity Date) are converted, redeemed, repurchased or refinanced in full, the Borrower maintains Liquidity
of not less than $125,000,000.


 


		(h)	Termination of Commitments. The Tranche B-4 Commitments shall terminate at the earlier of
(i) funding of Tranche B-4 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-4 Loans shall
have identical terms as the Tranche B-3 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-4 Loans, each reference to a “Commitment” in the Credit Agreement shall be deemed to
include the Tranche B-4 Commitments and other related terms will have correlative meanings mutatis mutandis.



 


		3.	Exchange of Term Loans; Cashless Settlement.



 


		(a)	Notwithstanding anything herein to the contrary, each Lender holding Tranche B-3 Loans immediately
prior to the Effective Date (each such Lender, an “Existing Lender”) executing and delivering a Lender Consent
(as defined below) that elects the cashless settlement option (i) shall, in lieu of its requirement to fund a Tranche B-4 Loan,
be deemed to have made to the Borrower a Tranche B-4 Loan on the Effective Date in an amount equal to the lesser of (A) the aggregate
principal amount of the Tranche B-3 Loans held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s
“Existing Tranche B-3 Loan Amount”) and (B) such Existing Lender’s Tranche B-4 Commitment; provided
that if such Existing Lender’s Tranche B-4 Commitment exceeds such Existing Lender’s Existing Tranche B-3 Loan Amount,
then such Existing Lender shall be required to fund a Tranche B-4 Loan on the Effective Date in accordance with Section 2
hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall, in lieu of its obligation to prepay
Tranche B-3 Loans of any Existing Lender, be deemed to have prepaid, on the Effective Date, an amount of the Tranche B-3 Loans
of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Tranche B-3 Loans
and (B) such Existing Lender’s Tranche B-4 Commitment; provided that (1) if such Existing Lender’s Tranche B-3
Loans exceed such Existing Lender’s Tranche B-4 Commitment, then the Borrower shall be required to prepay in full, on the
Effective Date, the outstanding principal amount of the Tranche B-3 Loans of such Existing Lender not deemed to be prepaid pursuant
to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing
Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Tranche B-3
Loans of such Existing Lender immediately prior to the Effective Date.



 






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		(b)	Notwithstanding anything herein to the contrary, each Existing Lender that does not have a Tranche
B-4 Commitment shall be repaid in full in cash with respect to its Tranche B-3 Loans and, by execution of a Lender Consent as described
below, each Tranche B-4 Lender hereby consents to such repayments.



 


		(c)	Each Existing Lender party hereto hereby waives any requirement to pay any amounts due and owing
to it pursuant to Section 2.11 of the Credit Agreement as a result of the prepayment of Tranche B-3 Loans described herein.



 


		(d)	In order to evidence the exchange contemplated above, the Administrative Agent has notified the
Borrower that, upon the occurrence of the Effective Date (and the payment of all interest and other non-principal amounts then
due and owing by the Borrower to such Existing Lender in respect of such Existing Lender’s Existing Tranche B-3 Loan Amount
on the Effective Date), it will mark the Register to reflect (a) the Existing Tranche B-3 Loan Amount of each Existing Lender in
the amount equal to such Existing Lender’s Allocated Amount as no longer outstanding and (b) that each Existing Lender is
a Lender under the Credit Agreement upon the occurrence of the Effective Date in respect of its Tranche B-4 Commitment. None of
the Administrative Agent, WFS, any other agent, or any of their respective affiliates (each of the foregoing, an “Agent-Related
Person”), shall be liable to any Existing Lender, any other Lender, the Borrower or any of their respective affiliates,
equity holders or debt holders for any losses, costs, damages or liabilities incurred, directly or indirectly, as a result of any
Agent-Related Person, or their counsel or other representatives, taking any action in accordance with the Lender Consents or this
Agreement or executing a Lender Consent or this Agreement.



 


		4.	Refinancing Amendment. In each case for all purposes of the Credit Agreement and each of
the other Credit Documents, (a) this Agreement shall constitute a “Refinancing Amendment”, (b) the Tranche B-4 Loans
shall constitute “Refinancing Loans” and “Credit Agreement Refinancing Indebtedness”, (c) the Lenders’
Tranche B-4 Commitments in respect of the Tranche B-4 Loans shall constitute “Refinancing Loan Commitments”, (d) the
Tranche B-4 Lenders shall constitute “Refinancing Lenders” and “Lenders” and (e) the Tranche B-4 Loan Maturity
Date shall constitute the “Refinancing Loan Maturity Date” for the Tranche B-4 Loans.



 


		5.	Conditions to Effectiveness.



 


		(a)	This Agreement shall become effective on the first date (the “Effective Date”),
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, on behalf of the Lenders;



 






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		(ii)	an executed signature page or written consent directing the Administrative Agent to execute this
Agreement on its behalf in the form of Exhibit A hereto (each, a “Lender Consent”) from all of the Tranche
B-4 Lenders;



 


		(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-4 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 such document was previously delivered to the Administrative Agent 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) and (vii) below;



 


		(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 Tranche B-3 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-4 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 6 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-4 Loans;



 


		(ix)	The Administrative Agent shall have received
(A) a Notice of Borrowing/Continuation with respect to the Tranche B-4 Loans setting forth the information specified in Section
2.3(a) of the Credit Agreement and (B) a notice of prepayment with respect to the prepayment of the Tranche B-3 Loans required
to be made pursuant to Section 5.1(a) of the Credit Agreement.



 






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		(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.



 


		(b)	On the Effective Date, upon the satisfaction of the conditions set forth in Section 5(a)
hereof, the outstanding amount of Tranche B-3 Loans shall be refinanced in full by the Tranche B-4 Loans.



 


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



 


		(a)	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;



 


		(b)	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



 


		(c)	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.



 


		7.	Use of Proceeds. The Borrower covenants and agrees that it will use the proceeds of the
Tranche B-4 Loans to refinance the aggregate principal amount of Tranche B-3 Loans outstanding on the Effective Date and to pay
any interest, fees and/or expenses related thereto.



 


		8.	Waiver of Certain Amount Limitations. By its execution of this Agreement, each Tranche B-4
Lender hereby waives (a) the requirement in Section 3.2 of the Credit Agreement that Refinancing Loan Commitments be in
integral multiples of $10,000,000 and (b) the requirement in Section 2.2 of the Credit Agreement that Borrowings of the
Tranche B-4 Loans be in integral multiples of $500,000.



 


		9.	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.



 






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



 


		11.	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 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.



 


		12.	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.



 


		13.	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.



 


		14.	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]


 




    	 	10	 



    
 



    

 


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:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 	 	 


 


 


 


 




    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    

 





	 	WABASH NATIONAL, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner


 


 


	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 





	 	 	 	 	 	 
	 	WABASH WOOD PRODUCTS, INC., (f/k/a WNC 
	 	Cloud Merger Sub, Inc.),
	 	an Arkansas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	 	 
	 	TRANSCRAFT CORPORATION,
	 	a Delaware corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Treasurer
	 	 	 	 
	 	 	 	 
	 	WABASH NATIONAL TRAILER CENTERS, INC.,
	 	a Delaware corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 
	 	CLOUD OAK FLOORING COMPANY, INC.,
	 	an Arkansas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Treasurer
	 	 	 	 	 


 



    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    







	 	 	 	 	 	 
	 	CONTINENTAL TRANSIT CORPORATION,
	 	an Indiana corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 





 


	 	FTSI DISTRIBUTION COMPANY, L.P.,
	 	a Delaware limited partnership
	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner


 


 


	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 





 


	 	NATIONAL TRAILER FUNDING, L.L.C.,
	 	a Delaware limited liability company
	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its Sole Member


 


 


	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 





 


	 	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:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 	 	 


 




    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    

 


	 	WABASH NATIONAL SERVICES, L.P., 
	 	a Delaware limited partnership
	 	 	 
	 	 	 
	 	By:	Wabash National Trailer Centers, Inc.,
	 	 	Its General Partner


 


 


	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. 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 L. Taylor	 
	 	 	Name:	Jeffery L. 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 L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 


 







    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    

 





	 	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 L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 





 


	 	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 L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 


 







    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    

 


	 	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 L. Taylor	 
	 	 	Name:	Jeffery L. 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 L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Treasurer
	 	 	 	 	 








	 	 	 	 	 	 
	 	SUPREME INDUSTRIES, INC.,
	 	 a Delaware corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer


 




    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    




	 	 	 	 	 	 
	 	SUPREME CORPORATION,
	 	 a Texas corporation
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME INDIANA OPRATIONS, INC.,
	 	 a Delaware corporation
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME MIDWEST PROPERTIES, INC.,
	 	 a Texas corporation
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME CORPORATION OF GEORGIA,
	 	 a Texas corporation
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME SOUTHEAST PROPERTIES, INC.,
	 	 a Texas corporation
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 	 


 







    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    




	 	 	 	 	 	 
	 	SUPREME CORPORATION OF TEXAS,
	 	 a Texas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME SOUTHWEST PROPERTIES, INC.,
	 	 a Texas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME TRUCK BODIES OF CALIFORNIA,
	 	 a California corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME WEST PROPERTIES,
	 	 a Texas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SUPREME STB, LLC,
	 	 a California limited liability company
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 	 


 




    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    







	 	 	 	 	 	 
	 	SUPREME MID-ATLANTIC CORPORATION,
	 	 a Texas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 
	 	 	 	 
	 	SC TOWER STRUCTURAL LAMINATING, INC.,
	 	 a Texas corporation
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffery L. Taylor	 
	 	 	Name:	Jeffery L. Taylor
	 	 	Title:	Vice President and Assistant Treasurer
	 	 	 	 	 



 





    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    




	 	 	 	 	 	 
	 	MORGAN STANLEY SENIOR FUNDING, INC.,
	 	as Administrative Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Lisa Hanson	 
	 	 	Name:	Lisa Hanson
	 	 	Title:	Vice President
	 	 	 	 	 


 


 


 




    

Wabash National Corporation
Signature Page to Amendment No. 5 to Term Loan Credit Agreement




    
 



    

EXHIBIT A


 


CONSENT TO AMENDMENT
NO. 5


 


CONSENT (this
“ Consent ”) to Amendment No. 5, dated as of November 17, 2017 (the “ Amendment ”),
to the Credit Agreement dated as of May 8, 2012 (as amended, supplemented or otherwise modified from time to time immediately prior
to the effectiveness of the Amendment, the “Credit Agreement”) by and among WABASH NATIONAL CORPORATION (the
“Borrower”), the lenders party thereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (the
“Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning
given to such term in the Credit Agreement or the Amendment.


 


By its signature
below, the undersigned hereby (a) consents and agrees to the amendment of the Credit Agreement as described in the Amendment, (b)
acknowledges that it has received a copy of the Amendment together with all exhibits, schedules and annexes thereto and (c) authorizes
the Administrative Agent, pursuant to authority granted to the Administrative Agent under the Credit Agreement, to execute the
Amendment on its behalf as if it were a party thereto.


 


Exchanging
Term Lenders


 


Cashless Settlement
Option:


 


	 ̈	
        Mark this box to exchange or convert (on
        a cashless basis) 100% of the outstanding principal amount of Tranche B-3 Loans held by such Lender (or such lesser amount allocated
        to such Lender by WFS) into Tranche B-4 Loans in a like principal amount as described in the Amendment.

         

        By choosing this option the undersigned
        Lender hereby agrees (i) that the Administrative Agent may, in its sole discretion, elect to exchange or convert (on a cashless
        basis) less than 100% of the principal amount of such Lender’s Tranche B-3 Loans for Tranche B-4 Loans, in which case the
        difference between the principal amount of such Lender’s Tranche B-3 Loans and the allocated amount of Tranche B-4 Loans
        will be prepaid on the Effective Date and (ii) to the terms of the Amendment, with all rights and obligations attendant thereto.



 


Post-Effectiveness
Settlement Option:


 


	 ̈	Mark this box to have 100% of the outstanding principal amount of your Tranche B-3 Loans prepaid on the Effective Date and to purchase by assignment an aggregate principal amount of Tranche B-4 Loans equal to the amount of such Tranche B-3 Loans prepaid (or such lesser amount allocated by WFS).


 


 


[Signature Page
Follows]


 




     


     


    

 


IN WITNESS WHEREOF,
the undersigned has caused this Consent to be executed and delivered by a duly authorized officer.


 


 


	 		,
	 	as a Lender (type name of the legal entity)
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	If a second signature is necessary:
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


 








    
Consent to Amendment No. 5
Signature Page