<PAGE>

                                                                   EXHIBIT 10.48


                                 AMENDMENT NO. 2

                           Dated as of April 11, 2003

                                       to

                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 11, 2002

                  THIS AMENDMENT NO. 2 ("Amendment") is made as of April 11,
2003 by and among Wabash National Corporation (the "Borrower"), the financial
institutions listed on the signature pages hereof (the "Lenders") and Bank One,
NA, as Administrative Agent (the "Agent"), under that certain Amended and
Restated Credit Agreement dated as of April 11, 2002 by and among the Borrower,
the Lenders and the Agent, as amended prior to the date hereof (the "Credit
Agreement"). Defined terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement.

                  WHEREAS, the Borrower, the Lenders and the Agent have agreed
to amend the Credit Agreement on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent have agreed to the following amendments to
the Credit Agreement.

                  1. Amendments to Credit Agreement. Subject to the satisfaction
of the conditions precedent set forth in Section 3 below, the Credit Agreement
is hereby amended as follows:

                  (a) Section 1.1 of the Credit Agreement is amended by adding
the following new defined terms to such Section:

                  "AMORTIZATION DEBT" means, at any time the same is to be
         determined, the sum of (i) the outstanding principal amount of the
         Senior Notes (excluding in any event the Related Notes) as of such time
         plus (ii) the sum of (A) the outstanding principal amount of all of the
         Term Loans (other than the PIK Notes) plus (B) the amount then
         available for drawing under all Term Letters of Credit plus (C) the
         amount of unpaid reimbursement obligations with respect to drawings
         under all Term Letters of Credit.

                  "BANK DEFERRED FEE ALLOCATION" means, at any time, the
         percentage determined by dividing (a) the aggregate amount of the
         amendment fees in favor of the Administrative Agent and the Lenders as
         required by, and in connection with, the Second Amendment by (b) the
         aggregate of the Second Amendment Closing Fees (as defined in Section
         2.14(d) hereof).



<PAGE>




                  "ELIGIBLE ASSET DISPOSITION CHARGES" means charges, calculated
         in accordance with Agreement Accounting Principles, incurred by the
         Borrower in its fiscal year ending on December 31, 2003 but only to the
         extent (i) such charges relate solely and directly to the sales of
         assets and properties permitted under Section 6.3(B) (including without
         limitation charges composed of brokerage and investment banking fees,
         rental and used trailer disposition fees and charges and other
         disposition transaction costs) and (ii) the proceeds of such sales are
         used to prepay Indebtedness of the Borrower and its Subsidiaries to the
         extent permitted hereunder.

                  "ELIGIBLE ASSET IMPAIRMENT CHARGES" means up to $35,000,000 in
         the aggregate attributable to, without duplication, any charges
         incurred by the Borrower in its fiscal year ending on December 31, 2003
         but only to the extent such charges relate solely and directly to the
         impairment of long-lived assets, goodwill and other intangible assets,
         all in accordance with Agreement Accounting Principles.

                  "ELIGIBLE MISCELLANEOUS NON-CASH CHARGES" means non-cash
         charges (including but not limited to non-cash losses on finance
         contracts, severance and other loss contingencies but excluding
         Eligible Asset Impairment Charges and Eligible Restructuring Charges),
         calculated in accordance with Agreement Accounting Principles and, to
         the extent deducted in computing Consolidated Operating Income,
         incurred by the Borrower in its fiscal year ending on December 31, 2003
         but only to the extent the aggregate amount of such non-cash charges do
         not exceed $10,000,000.

                  "ELIGIBLE RESTRUCTURING CHARGES" means any charges incurred by
         the Borrower in its fiscal year ending on December 31, 2003 but only to
         the extent such charges (i) are incurred in accordance with Agreement
         Accounting Principles and (ii) relate solely and directly to the
         restructuring, waiving or amending of the instruments and documents
         evidencing any of the Secured Obligations and other lines of credit,
         leases or other extensions of credit, including any amounts paid to any
         lenders, advisor fees and other related costs.

                  "FLEET EQUIVALENT INCREASE" is defined in Section 2.6(b)
         hereof.

                  "FLEET PARTICIPATION AGREEMENT" means that certain Amended and
         Restated Participation Agreement dated as of March 30, 2001 as
         currently in effect among Apex Trailer Leasing & Rentals, L.P., the
         Borrower, certain financial institutions from time to time party
         thereto, U.S. Bank National Association, as trustee and Fleet Capital
         Corporation individually and as owner participant, collateral agent and
         administrative agent, as such agreement may be amended, restated,
         supplemented or otherwise modified from time to time.

                  "MONTHLY AMORTIZATION AMOUNT" means (i) $1,166,667 with
         respect to the first nine (9) installments, (ii) $4,958,333 with
         respect to the succeeding four (4) installments, (iii) $2,479,167 with
         respect to the succeeding eight (8) installments and (iv) $4,958,333
         with respect to the remaining three (3) installments; provided that,
         with respect to the additional January 15, 2004 installment required
         under Section 2.1(B)(c), "Monthly Amortization Amount" means
         $19,833,332 minus the aggregate amount of payments in


                                       2
<PAGE>




         excess, if any, of $19,833,332 made by the Borrower on the Amortization
         Debt from the Second Amendment Effective Date to December 31, 2003.

                  "SECOND AMENDMENT" means that certain Amendment No. 2 dated as
         of April 11, 2003 among the Borrower, the Lenders and the
         Administrative Agent.

                  "SECOND AMENDMENT EFFECTIVE DATE" means April 11, 2003.

                  "TARGETED CONSOLIDATED EBITDA AMOUNT" means, for each relevant
         month, the cumulative Consolidated EBITDA amount (measured from and
         after January 1, 2003) furnished on March 6, 2003 to the Lenders as
         part of the Borrower's 2003 budget minus that portion of such
         cumulative Consolidated EBITDA amount which is attributable to the
         sale, from and after January 1, 2003, of any assets or any Subsidiary
         to the extent permitted herein or otherwise approved by the Required
         Lenders.

                  "UNADJUSTED CONSOLIDATED EBITDA" means , for any period, on a
         consolidated basis for the Borrower and its consolidated Subsidiaries,
         the sum of the amounts for such period, without duplication, of (i)
         Consolidated Operating Income, plus (ii) charges against income for
         foreign taxes and U.S. income taxes to the extent deducted in computing
         Consolidated Operating Income, plus (iii) Interest Expense to the
         extent deducted in computing Consolidated Operating Income, plus (iv)
         depreciation expense to the extent deducted in computing Consolidated
         Operating Income, plus (v) amortization expense, including, without
         limitation, amortization of goodwill and other intangible assets to the
         extent deducted in computing Consolidated Operating Income, plus (vi)
         Eligible Asset Disposition Charges to the extent deducted in computing
         Consolidated Operating Income, minus (a) the total interest income of
         the Borrower and its Subsidiaries to the extent included in computing
         Consolidated Operating Income minus (b) the total tax benefit reported
         by the Borrower and its Subsidiaries to the extent included in
         computing Consolidated Operating Income.

                  (b) Section 1.1 of the Credit Agreement is further amended by
amending the definitions of "BANK PRINCIPAL ALLOCATION", "CONSOLIDATED EBITDA",
"CONSOLIDATED EQUITY" and "PAYMENT DATE" in their entirety to read as follows:

                  "BANK PRINCIPAL ALLOCATION" shall mean, at any time, the
         percentage determined by dividing (a) the sum of (i) the outstanding
         principal amount of all of the Term Loans (other than the PIK Notes)
         plus (ii) the amount then available for drawing under all Term Letters
         of Credit plus (iii) the amount of unpaid reimbursement obligations
         with respect to drawings under all Term Letters of Credit by (b) the
         sum of (i) the outstanding principal amount of the Senior Notes
         (excluding in any event the Related Notes) as of such time and (ii) the
         sum of (A) the outstanding principal amount of all of the Term Loans
         (other than the PIK Notes) plus (B) the amount then available for
         drawing under all Term Letters of Credit plus (C) the amount of unpaid
         reimbursement obligations with respect to drawings under all Term
         Letters of Credit.

                  "CONSOLIDATED EBITDA" means, for any period, on a consolidated
         basis for the Borrower and its consolidated Subsidiaries, the sum of
         the amounts for such period,


                                       3
<PAGE>



         without duplication, of (i) Consolidated Operating Income, plus (ii)
         charges against income for foreign taxes and U.S. income taxes to the
         extent deducted in computing Consolidated Operating Income, plus (iii)
         Interest Expense to the extent deducted in computing Consolidated
         Operating Income, plus (iv) depreciation expense to the extent deducted
         in computing Consolidated Operating Income, plus (v) amortization
         expense, including, without limitation, amortization of goodwill and
         other intangible assets to the extent deducted in computing
         Consolidated Operating Income, plus (vi) Eligible Asset Disposition
         Charges to the extent deducted in computing Consolidated Operating
         Income, plus (vii) Eligible Asset Impairment Charges to the extent
         deducted in computing Consolidated Operating Income, plus (viii)
         Eligible Miscellaneous Non-Cash Charges to the extent deducted in
         computing Consolidated Operating Income, plus (ix) Eligible
         Restructuring Charges to the extent deducted in computing Consolidated
         Operating Income, minus (a) the total interest income of the Borrower
         and its Subsidiaries to the extent included in computing Consolidated
         Operating Income minus (b) the total tax benefit reported by the
         Borrower and its Subsidiaries to the extent included in computing
         Consolidated Operating Income.

                  "CONSOLIDATED EQUITY" means as of the date of any
         determination thereof for any relevant period, the total stockholders'
         equity of the Borrower and its Subsidiaries on a consolidated basis, as
         determined in accordance with Agreement Accounting Principles, plus the
         sum of the amounts for such period, without duplication, of (i) foreign
         currency translation and transaction gains and losses, plus (ii) all
         charges against income for foreign taxes and U.S. income taxes, plus
         (iii) Eligible Asset Disposition Charges, plus (iv) Eligible Asset
         Impairment Charges, plus (v) Eligible Non-Cash Miscellaneous Charges,
         plus (vi) Eligible Restructuring Charges.

                  "PAYMENT DATE" means the last Business Day of each calendar
         month.

                  (c)      Section 2.1(B)(c)(i) of the Credit Agreement is
         amended in its entirety to read as follows:

                           (c) Repayment of the Term Credit. (i) The unpaid
                  principal balance of the Term Credit shall be repaid in
                  twenty-four (24) consecutive monthly principal installments,
                  payable on the last Business Day of each calendar month,
                  commencing on April 30, 2002, and continuing thereafter until
                  the Termination Date (provided that one additional installment
                  shall be due and payable on January 15, 2004), and the Term
                  Credit shall be permanently reduced by the amount of each
                  installment on the date payment thereof is made hereunder.
                  Each monthly installment on the Term Credit shall be in an
                  aggregate principal amount equal to the product of the Bank
                  Principal Allocation times the Monthly Amortization Amount.
                  The then outstanding principal balance of the Term Credit, if
                  any, shall be due and payable on the Termination Date. No
                  installment of any Term Credit shall be reborrowed once
                  repaid.

                  (d)      Section 2.3(B)(c) of the Credit Agreement is amended
         by deleting the reference to "June 30, 2002" appearing therein and
         inserting "March 31, 2004" in lieu thereof.



                                       4
<PAGE>





                  (e)      Section 2.6(b) of the Credit Agreement is amended
in its entirety to read as follows:

                  (b) Determination of Applicable Margin, Applicable Letter of
                  Credit Fee and Applicable Revolving Loan Commitment Fee. As
                  used in this Section 2.6(b) and in this Agreement, the
                  following terms shall have the following meanings:

                  "Applicable Margin", "Applicable Revolving Loan Commitment
                  Fee" and "Applicable Letter of Credit Fee" shall mean the sum
                  of (x) the per annum rates, effective as of February 27, 2003,
                  constituting the Applicable Margin, Applicable Revolving Loan
                  Commitment Fee and Applicable Letter of Credit Fee,
                  respectively, as set forth in the chart below plus (y) the
                  "Additional Spread" described below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
  APPLICABLE    APPLICABLE    APPLICABLE    APPLICABLE     APPLICABLE      APPLICABLE    APPLICABLE
 MARGIN WITH   MARGIN WITH   MARGIN WITH    MARGIN WITH  REVOLVING LOAN    LETTER OF     LETTER OF
  RESPECT TO    RESPECT TO    RESPECT TO    RESPECT TO   COMMITMENT FEE    CREDIT FEE    CREDIT FEE
  BASE RATE     BASE RATE     EURODOLLAR    EURODOLLAR                    FOR REVOLVER    FOR TERM
 LOANS WHICH   LOANS WHICH    RATE LOANS    RATE LOANS                     LETTERS OF    LETTERS OF
ARE REVOLVING    ARE TERM     WHICH ARE      WHICH ARE                       CREDIT        CREDIT
    LOANS         LOANS       REVOLVING     TERM LOANS
                                LOANS
---------------------------------------------------------------------------------------------------
<S>            <C>           <C>            <C>          <C>              <C>            <C>
    2.00%         2.00%         4.05%          4.30%          1.00%          4.05%         4.30%
---------------------------------------------------------------------------------------------------
</TABLE>

                  In addition, the foregoing per annum rates (other than the
                  Applicable Revolving Loan Commitment Fee) shall be subject,
                  for each month the same are determined, to an increase during
                  such month equal to the sum of (i) 0.50% for every 10% of
                  negative variance from the Targeted Consolidated EBITDA
                  Amount, (ii) 0.50% for every quarterly occurrence of a
                  Leverage Valuation Ratio above 0.85 to 1 as of the end of the
                  Borrower's most recently ended fiscal quarter and to be paid
                  in the quarter following such occurrence (it being understood
                  and agreed that, once in effect, such Leverage Valuation
                  Ratio-based increase (a "LEVERAGE INCREASE") will remain in
                  effect for each month prior to the Borrower's achievement of a
                  Leverage Valuation Ratio of 0.85 to 1 or less but shall cease
                  to apply (subject to subsequent quarterly occurrences of a
                  Leverage Valuation Ratio above 0.85 to 1) during and after
                  such month when the Borrower's quarterly-based Leverage
                  Valuation Ratio is equal to or less than 0.85 to 1), (iii)
                  0.50% for every monthly occurrence of a negative monthly
                  Unadjusted Consolidated EBITDA and (iv) 0.20% for every month
                  during which the "Additional Fee" (as identified and defined
                  in Section 10.1(d) of the Fleet Participation Agreement) is
                  payable under the Fleet Participation Agreement (a "Fleet
                  Equivalent Increase") (the amount calculated by adding the sum
                  of increases specified in the foregoing subsections (i), (ii),
                  (iii) and (iv) being referred to as the "ADDITIONAL Spread").
                  Each calculation of the Additional Spread (1) will be
                  determined as of the end of each calendar month (or quarter in
                  the case of the applicability of a Leverage Increase) and
                  shall be in effect for the next succeeding calendar month (or
                  quarter in the case of a Leverage Increase),


                                       5
<PAGE>


                  (2) shall be determined without giving effect to, and shall
                  not be additive of, the Additional Spread determined in any
                  previous month and (3) shall be subject to the limitation that
                  the amount calculated by adding the sum of the increases
                  specified in the foregoing subsections (i), (ii) and (iii)
                  shall not exceed 5.00% for any month.

                  (f) Section 2.14 of the Credit Agreement is amended to insert
new subsections (c), (d) and (e) thereto which shall read as follows:

                           (c) In addition to the rate of interest otherwise
                  applicable thereto under Section 2.6(b) hereof and all other
                  amounts payable hereunder or in connection herewith, the
                  Borrower shall pay, by no later than January 15, 2004,
                  additional interest ("ADDITIONAL INTEREST") to the Lenders in
                  accordance with their Pro Rata Shares in an amount equal to
                  the aggregate of (i) each Deferred Principal Amount multiplied
                  by a rate per annum equal to 2.00% from the date such Deferred
                  Principal Amount is created and determined hereunder until the
                  date such Deferred Principal Amount has been paid in full plus
                  (ii) each Deferred Principal Amount multiplied by a rate per
                  annum equal to 1.00% from the date such Deferred Principal
                  Amount has been paid in full (through voluntary prepayments
                  pursuant to Section 2.3(a) hereof) to (but not including)
                  January 15, 2004. Each such voluntary prepayment shall be
                  applied to the earliest occurring Deferred Principal Amount
                  and, after the same has been paid in full, thereafter to each
                  immediately succeeding Deferred Principal Amount until all
                  Deferred Principal Amounts have been paid in full. On January
                  15, 2004, the Borrower shall pay all Deferred Principal
                  Amounts. As used in this Section 2.14(c), "DEFERRED PRINCIPAL
                  AMOUNT" means, with respect to each monthly repayment of the
                  Amortization Debt occurring on or after the Second Amendment
                  Effective Date but prior to January 1, 2004, the Bank
                  Principal Allocation multiplied by the excess of (x)
                  $4,958,333 minus (y) the actual amount of such repayment; it
                  being understood and agreed that each occurrence of such an
                  excess will create a new and independent Deferred Principal
                  Amount. Any payments of the Deferred Principal Amounts and
                  interest constituting, or comparable to, the Additional
                  Interest shall be made concurrently and on a ratable basis
                  among the relevant holders of the Amortization Debt.

                           (d) The Borrower acknowledges that it is required to
                  pay certain amendment/closing fees (in addition to and not
                  including the 0.25% fee described in subsection (e) below and
                  reimbursement for out of pocket costs and expenses) to (i) the
                  Administrative Agent and the Lenders in connection with, and
                  as required by, the Second Amendment, (ii) the holders of the
                  Senior Notes in connection with, and as required by,
                  amendments (comparable to the Second Amendment) to the Note
                  Agreements, (iii) General Electric Capital Corporation in
                  connection with, and as required by, the amendment (comparable
                  to the Second Amendment) to the Receivables Purchase Documents
                  and (iv) Fleet Capital Corporation in connection with, and as
                  required by, the amendment (comparable to the Second
                  Amendment) to the lease agreements evidencing the Fleet Lease
                  Transaction (such fees to such financial institutions being
                  hereinafter referred to


                                       6
<PAGE>




                  collectively as the "SECOND AMENDMENT CLOSING FEES"). In lieu
                  of paying the entire balance of the Second Amendment Closing
                  Fees on the Second Amendment Effective Date, the Borrower
                  shall pay (1) to such financial institutions, on the Second
                  Amendment Effective Date, at least $2,000,000 (in the
                  aggregate) of such Second Amendment Closing Fees and the
                  portion of the Second Amendment Closing Fees paid to the
                  Lenders on the Second Amendment Effective Date shall not be
                  less than the Bank Deferred Fee Allocation multiplied by the
                  actual amount of the Second Amendment Closing Fees paid on the
                  Second Amendment Effective Date and (2) by a date no later
                  than January 15, 2004, (a) the then unpaid balance of the
                  Second Amendment Closing Fees to such financial institutions
                  and the portion of such unpaid balance paid to the Lenders on
                  such date shall not be less than the Bank Deferred Allocation
                  multiplied by such unpaid balance and (b) a deferral fee to
                  the Lenders in accordance with their Pro Rata Shares on the
                  Deferred Fee Amount at a rate per annum equal to the sum of
                  (A) the rate of interest applicable to Base Rate Loans which
                  are Term Loans plus (B) (i) 2.00% from the Second Amendment
                  Effective Date until the date such Deferred Fee Amount has
                  been paid in full plus (ii) 1.00% on the date immediately
                  prior to the day such Deferred Fee Amount balance has been
                  paid in full [and for the period from the date such Deferred
                  Fee amount has been paid in full until January 15, 2004. As
                  used in this Section 2.14(d), "DEFERRED FEE AMOUNT" means,
                  with respect to the Second Amendment Closing Fees, the Bank
                  Deferred Fee Allocation multiplied by the excess of (x) the
                  actual amount of the Second Amendment Closing Fees minus (y)
                  the amount of the Second Amendment Closing Fees paid on the
                  Second Amendment Effective Date. The Borrower agrees that in
                  connection with any payment on any date of the Deferred Fee
                  Amount or the deferral fees described above, the Borrower
                  shall pay to the Lenders (in accordance with their Pro Rata
                  Shares) on the same date an amount equal to the Bank Deferred
                  Fee Allocation multiplied by the amount of such payment.

                           (e) The Borrower shall pay, on January 15, 2004, a
                  restructuring fee to the Administrative Agent, for the ratable
                  account of each Lender, in an amount equal to 0.25% of the sum
                  of (i) the then outstanding amount of the Term Credit and (ii)
                  the daily average balance of the Revolving Credit Obligations
                  for the period of 30 days ending on January 15, 2004 (it being
                  understood and agreed that such restructuring fee shall be
                  non-refundable and is deemed to be fully earned on the Second
                  Amendment Effective Date).

                  (g) Section 6.1(A) of the Credit Agreement is amended to
insert the following immediately after the reference to "As soon as practicable
and in any event" appearing therein:

                           "(A) By no later than fifteen (15) days after the end
                  of each monthly accounting period of the Borrower, the
                  following (prepared in such format and detail as is required
                  by the Administrative Agent): (1) a statement of projected
                  cash sources and uses of the Borrower and its Subsidiaries for
                  the 13 calendar weeks following the end of such monthly
                  accounting period and a report (to the extent requested by the
                  Administrative Agent from time to time)


                                       7
<PAGE>


                  containing management's discussion and analysis of such
                  projections and (2) a statement of cash sources and uses for
                  the immediately preceding monthly accounting period of the
                  Borrower and for such historical period as is reasonably
                  required by the Administrative Agent, in comparative form
                  against the figures and for the corresponding date and period
                  in the projected cash flow statements required under the
                  foregoing subsection (1); the foregoing statements required
                  under subsections (1) and (2) being duly certified by the
                  chief financial officer or treasurer of the Borrower, (B)
                  Concurrently with the delivery of each monthly report and
                  information under the Fleet Participation Agreement (including
                  without limitation under Section 6.1(e)(vii) thereof), the
                  Borrower shall deliver to the Administrative Agent copies of
                  such reports and information and any other information
                  relevant to the calculation and determination of the Fleet
                  Equivalent Increase and (C)"

                  (h) Section 6.2 of the Credit Agreement is amended to insert a
new Section 6.2(R) thereto which shall read as follows:

                           (R) Canadian Guaranty and Collateral. By no later
                  than May 31, 2003, the Borrower shall (i) cause its Canadian
                  Subsidiary to execute and deliver to the Agent, a guarantee of
                  the Obligations pursuant to a guaranty agreement, or
                  supplement thereto, in form and substance satisfactory to the
                  Administrative Agent and its counsel, (ii) cause its Canadian
                  Subsidiary to execute and deliver to the Collateral Agent a
                  general security agreement, or supplement thereto, in form and
                  substance satisfactory to the Collateral Agent and its
                  counsel, (iii) execute and deliver a Pledge Agreement, or
                  supplement thereto, pledging 100% of the capital stock of its
                  Canadian Subsidiary and (iv) deliver to the Administrative
                  Agent corporate resolutions and other documentation (including
                  legal opinions, Personal Property Security Act financing
                  statements and such other instruments and documents as are
                  requested by, and in form and substance satisfactory to, the
                  Administrative Agent and its counsel) related to the delivery
                  of the foregoing agreements; provided that the Borrower may
                  elect not to provide that portion or amount of collateral
                  described above and evidenced by any of the foregoing
                  instruments and documents to the extent but only to the extent
                  that delivery of such collateral would cause its Canadian
                  Subsidiary's accumulated and undistributed earnings and
                  profits to be deemed to be repatriated to the Borrower or a
                  Domestic Subsidiary for U.S. federal income tax purposes and
                  the effect of such repatriation would be to cause materially
                  adverse tax consequences for the Borrower.

                  (i) Sections 6.4(A), (B), (C), (D), (E) and (F) of the Credit
Agreement are amended and restated in their entirety to read as follows:

                  (A) Intentionally Omitted.

                  (B) Minimum Consolidated Equity. The Borrower shall, as of the
                  last day of each of the fiscal quarters specified below,
                  maintain Consolidated Equity at an


                                       8
<PAGE>


                  amount not less than the applicable "Minimum Consolidated
                  Equity" specified below:

<TABLE>
<CAPTION>
Fiscal Quarter Ending                        Minimum Consolidated
---------------------                        --------------------
                                                    Equity
                                                    ------
<S>                                          <C>
March 31, 2003                                   $40,000,000
June 30, 2003                                    $35,000,000
September 30, 2003                               $30,000,000
December 31, 2003                                $25,000,000
</TABLE>

                  (C) Maximum Leverage Valuation Ratio. The Borrower shall not
                  permit, as of the last day of each of the fiscal quarters
                  specified below, the Leverage Valuation Ratio to exceed the
                  applicable "Maximum Leverage Valuation Ratio" specified below:

<TABLE>
<CAPTION>
Fiscal Quarter Ending                     Maximum Leverage Valuation
---------------------                     --------------------------
                                                    Ratio
                                                    -----
<S>                                       <C>
March 31, 2003                                    0.95 to 1
June 30, 2003                                     0.95 to 1
September 30, 2003                                0.95 to 1
December 31, 2003                                 0.95 to 1
</TABLE>

                  (D) Minimum Consolidated EBITDA. The Borrower shall, as of the
                  last day of each of the fiscal quarters specified below,
                  maintain Consolidated EBITDA, at an amount not less than the
                  applicable "Minimum Cumulative Consolidated EBITDA" specified
                  below, for the period commencing on January 1, 2003 and ending
                  on such last day:

<TABLE>
<CAPTION>
                                   Minimum Cumulative Consolidated
                                   -------------------------------
Month Ending                                    EBITDA
------------                                    ------
<S>                                <C>
March 31, 2003                                    $0
June 30, 2003                                 $5,000,000
September 30, 2003                            $15,000,000
December 31, 2003                             $20,000,000
</TABLE>

                   (E) Minimum Interest Coverage Cash Collateral. The Borrower
                   shall, by no later than December 31, 2002, enter into a Cash
                   Collateral Agreement and, by no later than one (1) Business
                   Day prior to the first day of each fiscal quarter of the
                   Borrower ending on or after March 31, 2003, deposit funds
                   ("CASH COLLATERAL FUNDS") with the Collateral Agent in an
                   amount not less than the aggregate amount of interest
                   required to be paid, through the end of the immediately
                   succeeding fiscal quarter, under this Agreement and under the
                   Note Agreements; provided that (i) in the case of interest
                   required to be paid through the end of the fiscal quarter
                   ending on March 31, 2004, the Borrower may deposit Cash


                                       9
<PAGE>




                   Collateral Funds on or before (but not after) January 15,
                   2004 and (ii) it being understood and agreed that if, at any
                   time subsequent to the date Cash Collateral Funds are
                   deposited, the aggregate amount of interest required to be so
                   paid increases, the Borrower shall promptly, and in any event
                   within three (3) Business Days after demand by the Agent or
                   by the holders of the Senior Notes, deposit additional funds
                   with the Collateral Agent in an aggregate amount not less
                   than the amount of such increase).

                   (F) Maximum Capital Expenditures. The Borrower will not, and
                   will not permit any Subsidiary to, expend for Capital
                   Expenditures during any fiscal year of the Borrower and its
                   Subsidiaries, in excess of $4,000,000 in the aggregate for
                   the Borrower and its Subsidiaries.

                  (j)      Section 7.1 of the Credit Agreement is amended to add
new subsections (s) and (t) which shall read as follows:

                                    (s) Failure to Deliver Refinancing
                  Commitment Letter. The Borrower shall fail to deliver, by no
                  later than January 31, 2004, one or more binding commitment
                  letters (in form and substance satisfactory to the Required
                  Secured Parties as defined in the Intercreditor Agreement)
                  from a bank, institutional lender or other qualified lending
                  source to pay in full, on or before the Termination Date, the
                  Secured Obligations as defined in the Intercreditor Agreement.

                                    (t) Default under Fleet Participation
                  Agreement. A default or breach shall occur under the Fleet
                  Participation Agreement, regardless of whether such default is
                  waived or whether any right with respect to such default or
                  breach is exercised (including, without limitation, any
                  default or breach arising out of failure by Performance
                  Guarantor to deliver a business plan as required by Section
                  6.1(o) thereof).

                  (k)      Section 7.1(b)(ii) of the Credit Agreement is
amending by inserting "or Section 6.2(R)" immediately after the reference to
"Section 6.2(Q)" appearing therein.

                  (l)      Exhibit F to the Credit Agreement is amended in its
entirety by substituting therefor Amended Exhibit F attached to this Amendment.

                  2.       Consent. Subject to the conditions precedent set
forth in Section 3 below, the Agent and the Lenders grant their consent to
certain transactions as follows:

                  Amendments to Documents. In connection with the amendments
                  specified in Section 1 hereof, the Borrower has informed the
                  Agent and Lenders of its intention to amend the Note
                  Agreements, the Receivables Purchase Documents and the lease
                  agreements evidencing the Fleet Lease Transactions, in each
                  case in a manner similar to the amendments hereunder. At the
                  Borrower's request, the Lenders consent to such amendments.

                  3.       Conditions of Effectiveness.  The effectiveness of
this Amendment is



                                       10
<PAGE>
subject to the conditions precedent that (i) the Agent shall have received
counterparts of this Amendment duly executed by the Borrower, the Lenders and
the Agent and the Consent attached hereto duly executed by the Guarantors, (ii)
amendments to the Note Agreements, the Receivables Purchase Documents and the
lease agreements evidencing the Fleet Lease Transaction shall have been executed
and delivered by the parties thereto and become effective, which amendments
shall be in form and substance acceptable to the Agent and its counsel, (iii)
subject to the amendment set forth in Section 1(f) hereof, the Borrower shall
have paid to the Agent, for the ratable account of each Lender, an amendment fee
in an amount equal to 0.625% of such Lender's Revolving Loan Commitment and Term
Credit (each as calculated on the Second Amendment Effective Date), (iv) the
Agent shall have received, for the ratable account of each Lender, the aggregate
amount of unpaid interest on the relevant Obligations, accrued for the period
from February 27, 2003 up to and including the Second Amendment Effective Date,
including without limitation an amount equal to the excess of (A) the amount
that would have been payable on the relevant Obligations as a result of the
effectiveness, as of February 27, 2003, of the 0.50% increase in the Applicable
Margin, Applicable Letter of Credit Fee and Applicable Revolving Loan Commitment
Fee and the implementation of the Additional Spread, in each case pursuant
hereto minus (B) the amount of interest actually paid thereon for such period
and (v) the Agent shall have received reimbursement in full of the Agent's legal
and other advisory fees and expenses it has heretofore incurred in connection
with the preparation, negotiation, execution and delivery of this Amendment and
the transactions contemplated hereby.

                  4.       Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:

                  (a)      This Amendment and the Credit Agreement as amended
hereby constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.

                  (b)      As of the date hereof and giving effect to the terms
of this Amendment, (i) there exists no Default or Unmatured Default and (ii) the
representations and warranties contained in Article V of the Credit Agreement,
as amended hereby, are true and correct, except for representations and
warranties made with reference solely to an earlier date and changes reflecting
events, conditions or transactions permitted or not prohibited by the Credit
Agreement.

                  5.       Reference to and Effect on the Credit Agreement.

                  (a)      Upon the effectiveness of Sections 1 and 2 hereof,
each reference to the Credit Agreement in the Credit Agreement or any other Loan
Document shall mean and be a reference to the Credit Agreement as amended or
waived (as applicable) hereby.

                  (b)      Except as specifically amended above, the Credit
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are
hereby ratified and confirmed.

                  (c)      The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any


                                       11
<PAGE>


other documents, instruments and agreements executed and/or delivered in
connection therewith.

                  6.       Governing Law. This Amendment shall be governed by
and construed in accordance with the internal laws (and not the law of
conflicts) of the State of Indiana, but giving effect to federal laws applicable
to national banks.

                  7.       Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

                  8.       Counterparts. This Amendment may be executed by one
or more of the parties hereto on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

                            [Signature Pages Follow]



                                       12
<PAGE>




                                    IN WITNESS WHEREOF, this Amendment has been
                  duly executed as of the day and year first above written.

                          WABASH NATIONAL CORPORATION,
                                 as the Borrower

                          By:_____________________________________________
                          Name:
                          Title:


                          BANK ONE, NA, as Administrative Agent and as a Lender

                          By:_____________________________________________
                          Name:
                          Title:


                          THE NORTHERN TRUST COMPANY,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:


                          U.S. BANK NATIONAL ASSOCIATION,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:



                        Signature Page to Amendment No. 2
                           Wabash National Corporation
        Amended and Restated Credit Agreement dated as of April 11, 2002

<PAGE>




                          SUNTRUST BANK,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:


                          FIFTH THIRD BANK,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:


                          KEYBANK NATIONAL ASSOCIATION,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:


                          NATIONAL CITY BANK OF INDIANA,
                              as a Lender


                          By:_____________________________________________
                          Name:
                          Title:



                        Signature Page to Amendment No. 2
                           Wabash National Corporation
        Amended and Restated Credit Agreement dated as of April 11, 2002

<PAGE>




                            CONSENT AND REAFFIRMATION

                  Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Amendment No. 2 to the Amended and Restated Credit Agreement
dated as of April 11, 2002 (as amended and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement") by
and among Wabash National Corporation (the "Borrower"), the financial
institutions from time to time party thereto (the "Lenders") and Bank One, NA,
in its individual capacity as a Lender and in its capacity as contractual
representative (the "Agent"), which Amendment No. 2 is dated as of April 11,
2003 (the "Amendment"). Capitalized terms used in this Consent and Reaffirmation
and not defined herein shall have the meanings given to them in the Credit
Agreement. Without in any way establishing a course of dealing by the Agent or
any Lender, each of the undersigned consents to the Amendment and reaffirms the
terms and conditions of the Guaranty, the Security Agreement and any other Loan
Document executed by it and acknowledges and agrees that such agreement and each
and every such Loan Document executed by the undersigned in connection with the
Credit Agreement remains in full force and effect and is hereby reaffirmed,
ratified and confirmed. All references to the Credit Agreement contained in the
above-referenced documents shall be a reference to the Credit Agreement as so
modified by the Amendment and as the same may from time to time hereafter be
amended, modified or restated.

Dated:  April 11, 2003

                          WABASH NATIONAL, L.P.

                          By: NOAMTC, Inc., its General Partner

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          WABASH NATIONAL FINANCE CORPORATION

                          By: ___________________________________________
                          Name:
                          Title:


                          APEX TRAILER LEASING & RENTALS, L.P.

                          By: Wabash National Corporation, its General
                          Partner

                          By: ___________________________________________
                          Christopher A. Black, Vice President & Treasurer



                        Signature Page to Amendment No. 2
                           Wabash National Corporation
        Amended and Restated Credit Agreement dated as of April 11, 2002

<PAGE>




                          CLOUD OAK FLOORING COMPANY, INC.

                          By: ______________________________________
                          Christopher A. Black, Authorized Representative


                          CONTINENTAL TRANSIT CORPORATION

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          FTSI DISTRIBUTION COMPANY, L.P.

                          By: NOAMTC, Inc., its General Partner

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          NATIONAL TRAILER FUNDING, L.L.C.

                          By: NOAMTC, INC., its Member

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          NOAMTC, INC.

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative

                          WNC CLOUD MERGER SUB, INC.

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          WTSI TECHNOLOGY CORP.

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative



                        Signature Page to Amendment No. 2
                           Wabash National Corporation
        Amended and Restated Credit Agreement dated as of April 11, 2002

<PAGE>




                          WABASH FINANCING LLC

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          WABASH NATIONAL SERVICES, L.P.

                          By: NOAMTC, Inc., its General Partner

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          WABASH TECHNOLOGY CORP.

                          By: ___________________________________________
                          Christopher A. Black, Authorized Representative


                          WNC RECEIVABLES MANAGEMENT CORP.

                          By:___________________________________________
                          Christopher A. Black, Secretary



                        Signature Page to Amendment No. 2
                           Wabash National Corporation
        Amended and Restated Credit Agreement dated as of April 11, 2002


<PAGE>



                                AMENDED EXHIBIT F

                                    EXHIBIT F

                         FORM OF COMPLIANCE CERTIFICATE

To:      The Lenders Parties to the
         Credit Agreement Described Below


                  This Compliance Certificate is furnished pursuant to that
certain Amended and Restated Credit Agreement dated as of April 11, 2002 (as
amended, modified, renewed or extended from time to time, the "Agreement") among
Wabash National Corporation (the "Borrower"), the Lenders party thereto and Bank
One, NA (successor by merger to Bank One, Indiana, N.A.), as contractual
representative (the "Administrative Agent") for the Lenders. Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

                  1. I am the duly elected ____________________ of the Borrower
and the [Chief Financial Officer] [Treasurer];

                  2. I have reviewed the terms of the Agreement and I have made,
or have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements;

                  3. The examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes a Default or Unmatured Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below; and

                  4. Schedule I and Schedule II attached hereto set forth
financial data and computations evidencing the Company's compliance with certain
covenants of the Agreement and the Excess Cash Flow during the accounting period
covered by the attached financial statements, all of which data and computations
are true, complete and correct.

                  Described below are the exceptions, if any, to paragraph 3,
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which the Borrower has taken, is taking, or
proposes to take with respect to each such condition or event:

-----------------------------------------------------------------

-----------------------------------------------------------------

                  The foregoing certifications, together with the computations
set forth in Schedule I and Schedule II hereto and the financial statements
delivered with this Certificate in support hereof, are made and delivered this
_____ day of __________, ____.


                                   -------------------------------------------
                                            [Insert Name of Officer]



<PAGE>



Wabash National Corporation
Quarterly Compliance Certificate Worksheet

                             COMPLIANCE CERTIFICATE
             QUARTERLY SCHEDULE OF COMPLIANCE AS OF _________, 2003

<TABLE>
<S>                                                                                     <C>
A.       INTENTIONALLY OMITTED


B.       INTENTIONALLY OMITTED


C.       MINIMUM CONSOLIDATED EQUITY (SECTION 6.4(B))

         1.       Actual Amount:

                  a.       Consolidated Equity                                          $        -
                  b.       Minimum Required Amount                                      $        -

D.       MAXIMUM LEVERAGE VALUATION RATIO (SECTION 6.4(C))

         1.       Actual Amount:
                  a.       Term Debt (Notes & Bank Debt)                                $        -
                  b.       Revolver (Super Revolver)                                    $        -
                                                                                        -----------
                  c.       Total Debt (a+b)                                             $        -
                  d.       Cash and Cash Equivalents                                    $        -
                  e.       Net Inventory                                                $        -
                  f.       Net Prepaid and Other Expenses                               $        -
                  g.       Net PP&E                                                     $        -
                                                                                        -----------
                  h.       Total Assets (d+e+f+g)                                       $        -
                  i.       Leverage Ratio (c/h)                                                   x
                                                                                             -----

         2.       Minimum Required Amount                                                         x
                                                                                             -----
</TABLE>


<PAGE>


<TABLE>
<S>                                                                                     <C>
E.       MINIMUM CONSOLIDATED CUMULATIVE (SINCE 1/1/2003) EBITDA (SECTION 6.4(D))

         1.       Actual Amount:

                  a.       Consolidated Operating Income                                           $            -
                  b.       Foreign and Domestic Taxes Deducted in Operating Income                 $            -
                  c.       Interest Expense Deducted in Operating Income                           $            -
                  d.       Eligible Asset Disposition Charges                                      $            -
                  e.       Eligible Asset Impairment Charges                                       $            -
                  f.       Eligible Miscellaneous Non-Cash Charges                                 $            -
                  g.       Eligible Restructuring Charges                                          $            -
                  h.       Depreciation Expense Deducted in Operating Income                       $            -
                  i.       Amortization Expense Deducted in Operating Income                       $            -
                  j.       Interest Income Included in Operating Income                            $            -
                  k.       Total Tax Benefit Included in Operating Income                          $            -
                  l.       Consolidated EBITDA (a+b+c+d+e+f+g+h+i-j-k)                             $            -

         2.       Minimum Required Amount                                                          $            -

F.       INTENTIONALLY OMITTED

G.       MAXIMUM CAPITAL EXPENDITURES (SECTION 6.4(F))

         1.       Actual Amount:
                  a. Capital Expenditures (Year-to-Date)                                $        -

         2.       Maximum Annual Allowed Amount                                         $ 4,000,000

H.       MAXIMUM FINANCE CONTRACTS (SECTION 6.4(G))

         1.       Actual Amount:
                  a. Finance Contracts (Year-To-Date)                                   $        -

         2.       Maximum Annual Allowed Amount                                         $ 5,000,000
</TABLE>


<PAGE>



<TABLE>
<S>                                                                             <C>
A.       MAXIMUM OTHER UNSECURED INDEBTEDNESS (Section 6.3(A))

         1.       Actual Amount:                                                $_____________

         2.       Maximum Permitted Amount:                                     $3,000,000

B.       SALES OF ASSETS (Section 6.3(B)(v))

         1.       Actual Amount:

                  a.       Total amount of sales of assets in current fiscal
                           year to date (See Schedule II for detail)            $_____________

         2.       Maximum Permitted Amount:                                     $5,000,000

C.       INTENTIONALLY OMITTED

D.       INVESTMENTS (Section 6.3(D)(vii))

         For each new Investment pursuant to Section 6.3(D)(vii) of the
         Agreement during the most recent fiscal quarter covered by this
         Certificate, complete the following:

         1.       Date and brief description of nature of new Investment:
                  _______________________________________________________
                  _______________________________________________________

         2.       Actual Amount:

                  a.       Amount of new Investment                             $_____________

                  b.       Amount of existing Investments under
                           Section 6.3(D)(vii)                                  +_____________

                  c.       Total Investments under Section 6.3(D)(vii)          =$_____________

         3.       Maximum Permitted Amount:                                     $5,000,000

E.       LEASES (Section 6.3(N))

         1.       Actual Amount of Leases:                                      $__________

         2.       Maximum Permitted Amount:                                     $5,000,000
</TABLE>



<PAGE>




                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                  Schedule of Compliance as of __________, ____

                             (Dollars in Thousands)

A.       Sales of Assets

         [List separate sales and amounts]                   $_____________
                                                             ______________
                                                             ______________
                                                             ______________
                                                             ______________

                                            Total            $_____________