Werner Finco

WERNER FINCO LP
WERNER FINCO, INC.

Offer to Exchange
Any and All Outstanding 8.750% Senior Notes due 2025 (the “Old Notes”)
for

New 14.750% (8.750% Cash/6.000% PIK) Second Lien Senior Secured Notes due 2028 (the “Exchange Notes”)

AND

Solicitation of Consents to Amend the Related Indenture Governing the Old Notes

May 23, 2023

To the holders, or representatives acting on behalf of a holder, of the Old Notes:

If you are a holder, or a representative acting on behalf of a holder, of Old Notes that is an Eligible Holder (as described below), please complete the attached letter titled “ELIGIBILITY FOR EXCHANGE OFFER AND RELATED CONSENT SOLICITATION” (the “Response Letter”) and return it to D.F. King & Co., Inc. (the “Exchange Agent”) as instructed therein.

An “Eligible Holder” is a person who certifies that:

(i) if such holder is located in the United States, it is a “Qualified Institutional Buyer” that is acting for either its own account or accounts of certain Qualified Institutional Buyers

OR

(ii) if such holder is located outside the United States, it is not a “U.S. person" and (if resident in a member state of the European Economic Area) it is not a “retail investor” and (if resident in the United Kingdom) it is not a “retail investor” and it is a “relevant person” and (if resident in Canada) it is a “non-U.S. qualified offeree”.

The definitions of “Qualified Institutional Buyer,” “U.S. person” “retail investor” and “relevant person” are set forth in Annex A hereto.

This eligibility letter is neither an offer nor a solicitation of an offer with respect to the Old Notes nor does this eligibility letter create any obligation whatsoever on the part of Werner FinCo LP, Werner FinCo, Inc. (collectively, the “Werner Parties”), or any other person to make any offer to the recipient hereof to participate in the exchange offer or related consent solicitation (the “Exchange Offer ”).

The Exchange Notes and the offering thereof have not and will not be registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. Accordingly, the Securities will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

The Werner Parties have no obligation to register the Exchange Notes for resale or to register the exchange of the Exchange Notes under the Securities Act or the securities laws of any other jurisdiction.

IN ORDER TO BE ELIGIBLE TO RECEIVE MATERIALS RELATING TO THE EXCHANGE OFFER, ELIGIBLE HOLDERS MUST COMPLETE THE ATTACHED RESPONSE LETTER AND RETURN IT AS DIRECTED THEREIN.

PLEASE RETURN THE ATTACHED RESPONSE LETTER AS SOON AS POSSIBLE TO ALLOW SUFFICIENT TIME TO REVIEW THE CONFIDENTIAL OFFERING MEMORANDUM AND CONSENT SOLICITATION STATEMENT, PRIOR TO THE EXPIRATION TIME OF THE EXCHANGE OFFER.

By returning the Response Letter to the Exchange Agent and tendering Old Notes in the Exchange Offer, a tendering holder, or the beneficial holder of Old Notes on behalf of which the holder has tendered, will, subject to that holder’s ability to withdraw its tender, and subject to the terms and conditions of the Exchange Offer generally, be deemed, among other things, to:

irrevocably sell, assign and transfer to or upon the order of the Werner Parties or the order of the Werner Parties’ nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all Old Notes tendered thereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against any fiduciary, trustee, fiscal agent or other person connected with the Old Notes arising under, from or in connection with those Old Notes;
waive any and all rights with respect to the Old Notes tendered thereby, including, without limitation, any existing or past defaults and their consequences in respect of those Old Notes; and
release and discharge the Werner Parties and the trustee with respect to the indenture governing the Old Notes from any and all claims that the holder may have, now or in the future, arising out of or related to the Old Notes tendered thereby, including, without limitation, any claims that the holder is entitled to receive additional principal or interest payments with respect to the Old Notes tendered thereby, other than accrued and unpaid interest on the Old Notes or as otherwise expressly provided in the confidential offering memorandum and consent solicitation statement, or to participate in any redemption or defeasance of the Old Notes tendered thereby.

In addition, by tendering Old Notes pursuant to the Exchange Offer, an Eligible Holder will be deemed to have represented and warranted that:

it is the beneficial owner of, or a duly authorized representative of one or more beneficial owners of, the Old Notes tendered thereby, and it has full power and authority to tender, sell, assign and transfer the Old Notes tendered thereby;
the Old Notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and the Issuers will acquire good, indefeasible and unencumbered title to those Old Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the Issuers accept the same;
it will not sell, pledge, hypothecate or otherwise encumber or transfer any Old Notes tendered thereby from the date of the tender, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect; and
the tender of Old Notes shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in the confidential offering memorandum and consent solicitation statement;

Any custodial entity that holds the Eligible Holder’s Old Notes, by delivering, or causing to be delivered, Old Notes to the Exchange Agent is representing and warranting that the Eligible Holder, as owner of the Old Notes, has represented, warranted and agreed to each of the above.

The Werner Parties retain the right to request any additional documentation from Eligible Holders tendering Old Notes to consummate the Exchange Offer. In the event an Eligible Holder tenders its Old Notes but does not deliver such additional requested information or documentation, prior to the relevant date as specified by the Werner Parties, the Werner Parties reserve the right to not accept such Old Notes, which could result in the rejection of all tenders of all Old Notes tendered and Consents delivered by such Eligible Holder pursuant to the Exchange Offer and the Consent Solicitation.

Questions about the Response Letter process may be directed to the Exchange Agent at werner@dfking.com, with a reference to “Werner” in the subject line.

I am an "Eligible Holder"

I am not an "Eligible Holder"

Very truly yours,

Werner FinCo LP
Werner FinCo, Inc.

ANNEX A

“Qualified Institutional Buyer” means:

1. Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

(i) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(iii) Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

(iv) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(v) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974;

(vi) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(vii) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

(viii) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust;

(ix) Any investment adviser registered under the Investment Advisers Act; and

(x) any institutional accredited investor, as defined in rule 501(a) under the Securities Act, of a type not listed in clauses (i) through (ix).

2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3. Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(i) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(ii) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5. Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and

6. Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

1. In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

2. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.

3. In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

4. “Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

“U.S. person” means:

1. Any natural person resident in the United States;

2. Any partnership or corporation organized or incorporated under the laws of the United States;

3. Any estate of which any executor or administrator is a U.S. person;

4. Any trust of which any trustee is a U.S. person;

5. Any agency or branch of a foreign entity located in the United States;

6. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8. Any partnership or corporation if:

1. Organized or incorporated under the laws of any foreign jurisdiction; and

2. Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

1. Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2. Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

1. An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

2. The estate is governed by foreign law;

3. Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4. An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

5. Any agency or branch of a U.S. person located outside the United States if:

1. The agency or branch operates for valid business reasons; and

2. The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6. The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

The “United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“retail investor” means:

in relation to each member state of the European Economic Area, a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129; and

in relation to the United Kingdom, a person who is one (or more) of the following:

(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or

(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or

(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

“relevant person” means:

in relation to an investor in the United Kingdom, a person who is one (or more) of the following:

(i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 (as amended, the “Order”); or

(ii) high net worth companies, and other persons falling within Article 49(2)(a) to (d) of the Order; or

(iii) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”), in connection with the issue or sale of any securities may otherwise lawfully be communicated or be caused to be communicated.

“non-U.S. qualified offeree” means:

1. Any person in Canada which is: (i) located and resident in British Columbia, Québec or Alberta and not subject to the requirements of the securities laws of any other province or territory of Canada, (ii) acquiring, or is deemed to be acquiring, the Exchange Notes as principal and not as agent, (iii) an “accredited investor”, as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), (iv) is a “permitted client” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, and (v) not a person created or used solely to acquire or hold the Exchange Notes as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in section 1.1 of NI 45-106.