0001144204-12-023157 Sample Contracts

WABASH NATIONAL CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of April 23, 2012 to Indenture Dated as of April 23, 2012 3.375% Convertible Senior Notes due 2018
First Supplemental Indenture • April 23rd, 2012 • Wabash National Corp /De • Truck trailers • New York

FIRST SUPPLEMENTAL INDENTURE dated as of April 23, 2012 (this “Supplemental Indenture”) between Wabash National Corporation, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01), supplementing the Indenture relating to “Senior Debt Securities” dated as of April 23, 2012, between the Company and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 23rd, 2012 • Wabash National Corp /De • Truck trailers

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April 17, 2012, by and among Wells Fargo Capital Finance, LLC, a Delaware limited liability company, as the arranger and administrative agent (the "Agent") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, WABASH NATIONAL CORPORATION, a Delaware corporation ("Wabash"), certain Subsidiaries of Wabash designated on the signature pages hereto as borrowers (together with Wabash, such Subsidiaries are collectively referred as the "Borrowers") and certain Subsidiaries of Wabash designated on the signature pages hereto as guarantors.

WABASH NATIONAL CORPORATION 3.375% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENT
Underwriting Agreement • April 23rd, 2012 • Wabash National Corp /De • Truck trailers • New York
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