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                                                                   EXHIBIT 10.46

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                           WABASH NATIONAL CORPORATION



                                   ----------



                                SECOND AMENDMENT

                           Dated as of April 11, 2003


                                       To


                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
                           Dated as of April 12, 2002


                                   ----------


      Re: $22,000,000 Adjustable Rate Senior Secured Notes, Series C, due
                                 March 30, 2004
$9,000,000 Adjustable Rate Senior Secured Notes, Series D, due December 17, 2004
$3,000,000 Adjustable Rate Senior Secured Notes, Series E, due March 13, 2005
        $13,000,000 Adjustable Rate Senior Secured Notes, Series F, due
                               December 17, 2006
        $20,000,000 Adjustable Rate Senior Secured Notes, Series G, due
                               December 30, 2008
                                      and
        $25,000,000 Adjustable Rate Senior Secured Notes, Series H, due
                               December 17, 2008



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<PAGE>

        SECOND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

                  This Second Amendment dated as of April 11, 2003 (the or this
"Second Amendment") to the Amended and Restated Note Purchase Agreement dated as
of April 12, 2002 is among Wabash National Corporation, a Delaware corporation
(the "Company"), the Subsidiary Guarantors (as defined below) and the several
Purchasers party to the Note Agreement (collectively, the "Noteholders").

                                    RECITALS:

                  A. The Company and the Noteholders have heretofore entered
into that certain Amended and Restated Note Purchase Agreement dated as of April
12, 2002 as amended by that certain First Amendment dated as of December 13,
2002 (as so amended, the "Note Agreement"). The Company has heretofore issued
its $22,000,000 10.41% Senior Secured Notes, Series C, due March 30, 2004
bearing PPN 929566 D* 5 (the "Original Series C Notes"), dated April 12, 2002,
its $9,000,000 10.56% Senior Secured Notes, Series D, due December 17, 2004
bearing PPN 929566 D@ 3 (the "Original Series D Notes"), dated April 12, 2002,
its $3,000,000 10.61% Senior Secured Notes, Series E, due March 13, 2005 bearing
PPN 929566 D# 1 (the "Original Series E Notes"), dated April 12, 2002, its
$13,000,000 10.72% Senior Secured Notes, Series F, due December 17, 2006 bearing
PPN 929566 E* 4 (the "Original Series F Notes"), dated April 12, 2002, its
$20,000,000 10.78% Senior Secured Notes, Series G, due December 30, 2008 bearing
PPN 929566 E@ 2 (the "Original Series G Notes"), dated April 12, 2002, and its
$25,000,000 10.80% Senior Secured Notes, Series H, due December 17, 2008 bearing
PPN 929566 E# 0 and dated April 12, 2002 (the "Original Series H Notes"; the
Original Series C Notes, the Original Series D Notes, the Original Series E
Notes, the Original Series F Notes, the Series G Notes and the Original Series H
Notes are hereinafter collectively referred to as the "Original Notes") pursuant
to the Note Agreement. The Noteholders are the holders of 100% of the principal
amount of the Notes presently outstanding.

                  B. Apex Trailer Leasing & Rentals, L.P., a Delaware limited
partnership ("Apex"), Cloud Oak Flooring Company, Inc., an Arkansas corporation
("Cloud"), Continental Transit Corporation, an Indiana corporation
("Continental"), FTSI Distribution Company, L.P., a Delaware limited partnership
("FTSI"), National Trailer Funding, L.L.C., a Delaware limited liability company
("National"), NOAMTC, Inc., a Delaware corporation ("NOAMTC"), Wabash Financing
LLC, a Delaware limited liability company ("Wabash Financing"), Wabash National,
L.P., a Delaware limited partnership ("Wabash National"), Wabash National
Services, L.P., a Delaware limited partnership ("Services"), Wabash Technology
Corp., a Delaware corporation ("Technology"), WNC Cloud Merger Sub, Inc., an
Arkansas corporation ("WNC Cloud"), WNC Receivables Management Corp., a Delaware
corporation ("Receivables"), and WTSI Technology Corp., a Delaware corporation
("WTSI") (Apex, Cloud, Continental, FTSI, National, NOAMTC, Wabash Financing,
Wabash National, Services, Technology, WNC Cloud, Receivables and WTSI are
hereinafter collectively referred to as the "Subsidiary Guarantors") have
heretofore entered into that certain Amended and Restated Subsidiary Guarantee
Agreement, dated as of April 12, 2002 (the "Subsidiary Guarantee Agreement")
under and pursuant to which each of the Subsidiary Guarantors guaranteed the
payment of the Original Notes and the performance by the Company of its
obligations under the Note Agreement.

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                  C. The Company and the Noteholders desire to further modify
the Note Agreement and to amend and restate the Notes to, among other things,
(i) amend certain covenants and related definitions, (ii) provide for additional
collateral to secure the obligations represented by the Notes and the Note
Guaranty, (iii) amend certain other provisions of the Note Agreement and (iv)
provide that the amendment to the Note Agreement be effective as of the date
hereof (the "Effective Date") in the respects, but only in the respects,
hereinafter set forth. The Subsidiary Guarantors in connection with this Second
Amendment desire to affirm their respective obligations under the Subsidiary
Guarantee Agreement.

                  D. All requirements of law have been fully complied with and
all other acts and things necessary to make this Second Amendment a valid, legal
and binding instrument according to its terms for the purposes herein expressed
have been done or performed.

                  NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this Second Amendment set forth in
SS.5 hereof, the Company, the Subsidiary Guarantors and the Noteholders, for
good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, do hereby agree as follows:

         Section 1 Definitions; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Note Agreement
shall have the meaning assigned to such term in the Note Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other similar
reference and each reference to "this Agreement" and each other similar
reference contained in the Note Agreement shall from and after the date hereof
refer to the Note Agreement as amended hereby.

         Section 2 Amendments.

                  2.1. Schedule B of the Note Agreement is amended by adding the
following new defined terms in alphabetical order:

                  "Applicable Margin" shall mean the sum of (i) an amount equal
         to 0.50% for every 10% of negative variance from the Targeted
         Consolidated EBITDA Amount, (ii) 0.50% after the occurrence and during
         the continuation of the Leverage Valuation Ratio being determined at
         greater than 0.85 to 1 (which such Leverage Valuation Ratio is
         determined on a quarterly basis), (iii) 0.50% for every monthly
         occurrence of a negative 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"); provided that the amount calculated by adding the sum of
         the amounts set forth in clauses (i), (ii) and (iii) above shall not
         exceed 5.00% in the aggregate. Each calculation of the Applicable
         Margin will be determined and notice of the Company's determination
         will be provided to the Noteholders of the determination (with
         supporting financial information) as at the end of each calendar month
         and shall be applicable for the next succeeding calendar month and
         shall be determined without giving effect to, and shall not be additive
         of, the Applicable Margin determined in any previous month.

                  "Aggregate Closing Fees" shall be as defined in Section 3 of
         the Second Amendment.



                                      -2-
<PAGE>

                   "Deferred Principal Amount" means, with respect to each
         monthly repayment by the Company of principal in accordance with
         Section 8.1(b)(iii) and Section 8.2 hereof occurring on or after the
         Second Amendment Effective Date, but prior to January 1, 2004, the
         Series C-H Note Principal Allocation multiplied by the excess of (x)
         $4,958,333 minus (y) the actual amount of such repayment of the Notes
         made by the Company on the last day of each month pursuant to either
         Section 8.1(b)(ii) or Section 8.2; it being understood and agreed that
         each occurrence of such an excess will create a new and independent
         Deferred Principal Amount.

                  "Eligible Asset Impairment Charges" means up to $35,000,000 in
         the aggregate attributable to, without duplication, any charges
         incurred by the Company 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 GAAP.

                  "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 GAAP and, to the extent deducted in
         computing Consolidated Operating Income, incurred by the Company 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 in
         the aggregate.

                  "Eligible Restructuring Charges" means any charges incurred by
         the Company in its fiscal year ending on December 31, 2003 but only to
         the extent such charges (i) are incurred in accordance with GAAP 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" shall have the meaning assigned
         thereto in the definition of "Applicable Margin" herein.

                  "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
         Company, 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.

                  "Restructuring Fee" shall have the meaning assigned thereto in
         the Second Amendment.

                  "Second Amendment" means the Second Amendment to the Note
         Agreement dated as of April 11, 2003.

                  "Second Amendment Effective Date" means the "Effective Date"
         as defined in Recital C to this Second Amendment.



                                      -3-
<PAGE>

                  "Series C Adjustable Rate" means the rate per annum to be
         borne by the Series C Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 10.91%.

                  "Series C-H Second Amendment Closing Fee" means an amount
         equal to 0.625% of the current principal balance of the Notes on the
         Second Amendment Effective Date.

                  "Series D Adjustable Rate" means the rate per annum to be
         borne by the Series D Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 11.06%.

                  "Series E Adjustable Rate" means the rate per annum to be
         borne by the Series E Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 11.11%.

                  "Series F Adjustable Rate" means the rate per annum to be
         borne by the Series F Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 11.22%.

                  "Series G Adjustable Rate" means the rate per annum to be
         borne by the Series G Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 11.28%.

                  "Series H Adjustable Rate" means the rate per annum to be
         borne by the Series H Notes which shall be the sum of (i) the
         Applicable Margin plus (ii) 11.30%.

                  "Targeted Consolidated EBITDA Amount" means, for any period,
         the cumulative Consolidated EBITDA amount (measured from and after
         January 1, 2003) furnished on March 6, 2003 to the Holders as part of
         the Company'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 Holders.

                  "Unadjusted Consolidated EBITDA" means, for any period, on a
         consolidated basis for the Company 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 Company and its Subsidiaries to the extent included in computing
         Consolidated Operating Income and minus (b) the total tax benefit
         reported by the Company and its Subsidiaries to the extent included in
         computing Consolidated Operating Income.

                  2.2. Schedule B of the Note Agreement is further amended by
amending and restating the following definitions in their entirety to read as
follows:

                  "Consolidated EBITDA" means, for any period, on a consolidated
         basis for the Company and its consolidated Subsidiaries, the sum of the
         amounts for such period, without duplication, of (i) Consolidated
         Operating Income, plus (ii) charges against



                                      -4-
<PAGE>

         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 Company and its Subsidiaries to the
         extent included in computing Consolidated Operating Income and minus
         (b) the total tax benefit reported by the Company 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 Company and its Subsidiaries on a consolidated basis, as
         determined in accordance with GAAP, plus the sum of the amounts for
         such period, without duplication, of (i) foreign currency translation
         and transaction gains and losses, (ii) all charges against income for
         foreign taxes and U.S. income taxes, (iii) Eligible Asset Disposition
         Charges, (iv) Eligible Asset Impairment Charges, (v) Eligible Non-Cash
         Miscellaneous Charges, and (vi) Eligible Restructuring Charges.

                  "Default Rate" means that rate of interest that is the greater
         of (a) the Series C Adjustable Rate plus 2% per annum in case of the
         Series C Notes, the Series D Adjustable Rate plus 2% per annum in case
         of the Series D Notes, the Series E Adjustable Rate plus 2% per annum
         in case of the Series E Notes, the Series F Adjustable Rate plus 2% per
         annum in case of the Series F Notes, the Series G Adjustable Rate plus
         2% per annum in case of the Series G Notes, the Series H Adjustable
         Rate plus 2% per annum in case of the Series H Notes, or (b) 2% over
         the rate of interest publicly announced by JP Morgan Chase Bank of New
         York in New York City, New York as its "base" or "prime" rate.

                  "Eligible Asset Disposition Charges" means charges, calculated
         in accordance with GAAP, incurred by the Company 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 10.2(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 Company and its Subsidiaries to the extent
         permitted hereunder.

                  2.3. The second and third full paragraphs of SECTION 1.1 of
the Note Agreement are hereby amended and restated as follows:

                  "Upon the Second Amendment Effective Date the Company will
         amend and restate the Notes (other than the Original Series B Notes) in
         the forms of EXHIBITS 1-6



                                      -5-
<PAGE>

         attached to the Second Amendment. Reference in this Agreement to the
         "Series C Notes" shall be a reference to the Series C Notes as amended
         and restated in the form of EXHIBIT 1 together with the applicable PIK
         Notes related thereto. Reference in this Agreement to the "Series D
         Notes" shall be a reference to the Series D Notes as amended and
         restated in the form of EXHIBIT 2 together with the applicable PIK
         Notes related thereto. Reference in this Agreement to the "Series E
         Notes" shall be a reference to the Series E Notes as amended and
         restated in the form of EXHIBIT 3 together with the applicable PIK
         Notes related thereto. Reference in this Agreement to the "Series F
         Notes" shall be a reference to the Series F Notes as amended and
         restated in the form of EXHIBIT 4 together with the applicable PIK
         Notes related thereto. Reference in this Agreement to the "Series G
         Notes" shall be a reference to the Series G Notes as amended and
         restated in the form of EXHIBIT 5 together with the applicable PIK
         Notes related thereto. Reference in this Agreement to the "Series H
         Notes" shall be a reference to the Series H Notes as amended and
         restated in the form of EXHIBIT 6 together with the applicable PIK
         Notes related thereto. Upon the Second Amendment Effective Date the
         Company will amend and restate the PIK Notes in the forms of EXHIBIT 7
         and 8 attached to the Second Amendment. Reference in this Agreement to
         the "Notes" shall be a reference to the Notes and PIK Notes as so
         amended and restated in EXHIBITS 1-8 attached to the Second Amendment
         with such changes therefrom, if any, as may be approved by you and the
         Company. The Notes shall be substantially in the form set out in
         EXHIBITS 1-8, respectively, to the Second Amendment, with such changes
         therefrom, if any, as may be approved by you and the Company. Certain
         capitalized terms used in this Agreement are defined in Schedule B;
         references to a "Schedule" or an "Exhibit" are, unless otherwise
         specified, to a Schedule or Exhibit to this Agreement.

                  Each of the Notes shall bear interest from the date thereof
         until such note shall become due and payable in accordance with the
         terms thereof and hereof (whether at maturity by acceleration or
         otherwise) at the applicable adjustable rate. Interest on each note
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. Notwithstanding the foregoing, the Company shall pay interest
         on any overdue payment (including any overdue prepayment) of principal,
         any overdue payment of interest and any overdue payment of any
         Make-Whole Amount at the applicable Default Rate in accordance with the
         Notes and the terms hereof."

                  2.4. SECTION 4.11(B) of the Note Agreement shall be amended
and restated in its entirety as follows:

                  "(b) The Company shall have issued to each Holder (other than
         to the Series C Holders) a promissory grid note in substantially the
         form of EXHIBIT 8 (each a "Make-Whole Note" and collectively, the
         "Make-Whole Notes") which shall evidence the payment by the Company to
         each such Holder of the applicable Make-Whole Amount upon the
         prepayment of the Notes (other than the Series C Notes) in accordance
         with the terms and provisions of SECTION 8.1(B). Interest on the
         Make-Whole Notes shall accrue monthly, shall be computed at a rate
         equal to (i) in the case of the Make-Whole Notes held by the Series D
         Holders, at the Series D Adjustable Rate per annum, (ii) in the case of
         the Make-Whole Notes held by the Series E Holders, at the Series E
         Adjustable Rate per annum, (iii) in the case of the Make-Whole Notes
         held by the Series F Holders, at the



                                      -6-
<PAGE>

         Series F Adjustable Rate per annum, (iv) in the case of the Make-Whole
         Notes held by the Series G Holders, at the Series G Adjustable Rate per
         annum, and (v) in the case of the Make-Whole Notes held by the Series H
         Holders, at the Series H Adjustable Rate per annum, and shall be added
         to the interest-bearing principal amount of the Make-Whole Notes."

                  2.5. SECTION 7.1(A)(I) of the Note 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 Company, the following (prepared in such
         format and detail as is required by the Holders): (1) a statement of
         projected cash sources and uses of the Company and its Subsidiaries for
         the 13 calendar weeks following such monthly accounting period and a
         report (to the extent requested by the Holders from time to time)
         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 Company and for such historical period
         as is reasonably required by the Holders, 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 Company,
         (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 Company shall
         deliver to the Noteholders copies of such reports and information and
         any other information relevant to the calculation and determination of
         the Fleet Equivalent Increase and (C)"

                  2.6. SECTION 8.1(B) of the Note Agreement is amended and
restated in its entirety as follows:

                  "(b) With Make-Whole Premium.

                           (i) On the last day of each month commencing with
                  April 30, 2002 through and including December 31, 2002, the
                  Company will prepay the Notes in an aggregate principal amount
                  equal to the product of the Series C-H Note Principal
                  Allocation times $1,166,667, together with the Make-Whole
                  Amount payable with respect thereto; provided that no portion
                  of such prepayment shall be applied to any Deferral Fee Note
                  or Make-Whole Note.

                           (ii) On the last day of each month commencing with
                  January 31, 2003 through April 30, 2003, the Company will
                  prepay the Notes in an aggregate principal amount equal to the
                  product of the Series C-H Note Principal Allocation times
                  $4,958,333, together with the Make-Whole Amount payable with
                  respect thereto; provided that no portion of such prepayment
                  shall be applied to any Deferral Fee Note or Make-Whole Note.

                           (iii) On the last day of each month commencing with
                  May 31, 2003 through December 31, 2003, the Company will
                  prepay the Notes in an aggregate



                                      -7-
<PAGE>

                  principal amount equal to the product of the Series C-H Note
                  Principal Allocation times $2,479,167, together with the
                  Make-Whole Amount payable with respect thereto; provided that
                  no portion of such prepayment shall be applied to any Deferral
                  Fee Note or Make-Whole Note; further provided however that the
                  Company will prepay the Notes in an aggregate principal amount
                  equal to the aggregate amount of the Deferred Principal
                  Amounts on January 15, 2004, together with the Make-Whole
                  Amount payable with respect thereto.

                           (iv) On the last day of each month commencing with
                  January 31, 2004 through March 30, 2004, the Company will
                  prepay the Notes in an aggregate principal amount equal to the
                  product of the Series C-H Note Principal Allocation times
                  $4,958,333, together with the Make-Whole Amount payable with
                  respect thereto; provided that no portion of such prepayment
                  shall be applied to any Deferral Fee Note or Make-Whole Note.

                           (v) Within three Business Days after the end of each
                  fiscal quarter of the Company (commencing with the fiscal
                  quarter ending on March 31, 2004), the Company will prepay the
                  Notes in an aggregate principal amount equal to the product of
                  the Series C-H Note Principal Allocation times the Excess Cash
                  Flow if positive, for such quarter, together with the
                  Make-Whole Amount payable with respect thereto; provided that
                  no portion of such prepayment shall be applied to any Deferral
                  Fee Note or Make-Whole Note.

                           (vi) All prepayments made under and pursuant to this
                  SECTION 8.1(B) shall be applied in accordance with the terms
                  and provisions of SECTION 8.3. All amounts of Make-Whole
                  Amount due and payable with respect to such prepayments shall
                  be added to the outstanding principal amount of the Make-Whole
                  Notes and an appropriate entry on the grid attached thereto
                  shall be made by each holder of such Make-Whole Notes."

                  2.7. Section 8 of the Note Agreement is amended to insert new
SECTION 8.7 thereto which shall read as follows:

                  "8.7 Deferral Fee; Restructuring Fee. In addition to all other
         amounts otherwise payable under the Notes (as amended and restated in
         accordance herewith), the Company shall pay, by no later than January
         15, 2004, (x) the Restructuring Fee and (y) a fee to the Holders of the
         Notes in accordance with their Pro Rata Shares in an amount equal to
         the aggregate of (i) interest on each Deferred Principal Amount at a
         rate per annum equal to 2.00% above the rate of interest otherwise
         payable under each respective series of Notes (as amended and restated
         in accordance herewith) of the Deferred Principal Amount from the date
         such Deferred Principal Amount is determined under this Agreement until
         the date such Deferred Principal Amount has been paid in full and (ii)
         interest on each Deferred Principal Amount at a rate per annum equal to
         1.00% above the rate of interest otherwise payable under each
         respective series of Notes (as amended and restated in accordance
         herewith) of such Deferred Principal Amount on the day before the
         Deferred Principal Amount has been paid in full and from the date such
         Deferred Principal Amount has been paid in full (through voluntary
         prepayments pursuant to SECTION 8.2 hereof) to, but not including
         January 15, 2004. Each such voluntary prepayment shall be



                                      -8-
<PAGE>

         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 outstanding Deferred
         Principal Amounts have been paid in full. On January 15, 2004, the
         Company shall pay all outstanding Deferred Principal Amounts. The
         Company agrees that in connection with any payment of fees payable to
         (a) the Lenders under the Credit Agreement, or (b) the holders under
         the Series A Note Purchase Agreements or the Series I Note Purchase
         Agreement, that is similar to the interest payable to the Noteholders
         on Deferred Principal Amount and set forth in this Section 8.7, the
         Company shall concurrently pay to the Noteholders a pro rata amount of
         such payment."

                  2.8. SECTION 9 of the Note Agreement is amended to insert a
new SECTION 9.18 thereto which shall read as follows:

                  "9.18 Canadian Guaranty and Collateral. By no later than May
         31, 2003, the Company shall (i) cause its Canadian Subsidiary to
         execute and deliver to the Holders, a guarantee of the Obligations
         pursuant to a guaranty agreement, or supplement thereto, in form and
         substance satisfactory to the Holders and their 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 Holders 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 Holders and their counsel) related
         to the delivery of the foregoing agreements; provided that the Company
         may elect not to provide that portion or amount of the 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 Company 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 Company."

                  2.9. SECTIONS 10.3(A), (B), (C), (D), (E) and (F) of the Note
Agreement are amended and restated in their entireties as follows:

                  "(a)  Intentionally Omitted.

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


                                      -9-
<PAGE>

                  (c) Maximum Leverage Valuation Ratio. The Company 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 Company shall, as of the
         last day of each of the fiscal quarters specified below, maintain
         Consolidated EBITDA, determined on a cumulative basis from January 1,
         2003 through each determination set forth below, at an amount equal to
         or greater than the respective amounts set forth below:

<TABLE>
<CAPTION>
                                                                  Minimum Cumulative
                                   Quarter Ending                 Consolidated 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 Company
         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 Company ending on or after March 31,
         2003, deposit funds (the "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 the Note Agreement, the Series A Note Purchase
         Agreements, the Series I Note Purchase Agreements, and under the Credit
         Agreement; 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 Company may deposit Cash 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 Company shall promptly, and in any event within three
         (3) Business Days after demand by the Agent under the Credit Agreement
         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 Company will not, and
         will not permit any Subsidiary to, expend for Capital Expenditures
         during any fiscal year of the Company and its Subsidiaries, in excess
         of $4,000,000 in the aggregate for the Company and its Subsidiaries."



                                      -10-
<PAGE>

                  2.10. SECTION 11(B)(II) of the Note Agreement is amended by
inserting "or SECTION 9.18" immediately after the reference to "SECTION 9.16"
appearing therein.

                  2.11. SECTION 11 of the Note Agreement is amended to add a new
subsections (s) and (t) which shall read as follows:

                  "(s) Failure to Deliver Refinancing Commitment Letter. The
         Company shall fail to deliver, by no later than January 31, 2004, a
         binding commitment evidenced by a commitment letter (which terms shall
         be 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
         March 30, 2004, the Secured Obligations as defined in the Intercreditor
         Agreement.

                  (t) Fleet Cross Default. A default or breach under the Fleet
         Participation Agreement shall occur, 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 a failure by the Company to deliver a business plan as
         required by Section 6.1(o) thereof."

                  2.12. EXHIBIT 7.1(B) to the Note Agreement is amended in its
entirety by substituting therefor AMENDED EXHIBIT 7.1(B) attached to this Second
Amendment.

                  2.13. EXHIBITS 1 through 8 of the Note Agreement are amended
in their entirety by substituting therefor AMENDED EXHIBITS 1 through 8 attached
to this Second Amendment.

         SECTION 3 Payment of Second Amendment Closing Fees and Restructuring
Fee.

         (a) The Company acknowledges that upon the Effective Date and as a
condition to the effectiveness of this Second Amendment it is required to pay
(i) the Series C-H Second Amendment Closing Fee (plus any reimbursement for out
of pocket costs and expenses) to the Holders of the Notes in connection with,
and as required by, this Second Amendment, and (ii) the closing fees to (a) the
Lenders in connection with and as required by, comparable amendments to the
Credit Agreement, (b) the holders in connection with and as required by,
comparable amendments to the Series A Note Purchase Agreements and the Series I
Note Purchase Agreement, (c) General Electric Capital Corporation in connection
with and as required by, comparable amendments to the Receivables Purchase
Documents, and (d) Fleet Capital Corporation in connection with, and as required
by, comparable amendments to the Lease Agreements evidencing the Fleet Lease
Transaction (collectively, the "Aggregate Closing Fees"). In lieu of paying the
entire balance of the Aggregate Closing Fees on the Effective Date, the Company
may defer a portion of the Series C-H Second Amendment Closing Fee in an amount
equal to the amount obtained by multiplying (x) the Series C-H Deferred Fee
Allocation by (y) the Aggregate Closing Fees in excess of $2,000,000 payment of
which is deferred on the Effective Date; provided, however, that the Company
shall pay, by no later than January 15, 2004 (a) the then unpaid balance of the
Series C-H Second Amendment Closing Fee and (b) a deferral fee to the Holders 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 each respective
Series of Notes plus (B) (1) 2.00% from the Effective Date until the date such
Deferred Fee Amount has been paid in full plus (2) 1.00% per annum of the
Deferred Fee Amount balance on



                                      -11-
<PAGE>

the day immediately prior to the date the Deferred Fee Amount is paid in full
and for the period from the date such Deferred Fee Amount has been paid in full
until January 15, 2004. For purposes of this SECTION 3, "Deferred Fee Amount"
means, with respect to the Series C-H Second Amendment Closing Fee, the Series
C-H Note Principal Allocation multiplied by the excess of (x) the actual amount
of the Aggregate Closing Fees minus (y) the actual amount of the Aggregate
Closing Fees paid by the Company on the Effective Date, which amount shall not
be less than $2,000,000 and "Series C-H Deferred Fee Allocation" means at any
time, the percentage determined by dividing (a) the amount of the Series C-H
Second Amendment Closing Fees payable to the Noteholders as required by, and in
connection with, this Second Amendment by (b) the Aggregate Closing Fees.

                  (b) The Company hereby covenants and agrees to pay, on January
15, 2004, a restructuring fee to the Noteholders in an amount equal to 0.25% of
the outstanding principal balance of the Notes (excluding the Make-Whole Notes
and the Deferral Fee Notes) as of January 15, 2004 (the "Restructuring Fee").
The Restructuring Fee shall be payable to the Noteholders pro rata in proportion
to the Notes held by each Noteholder and shall be non-refundable and is deemed
to be fully earned on the Second Amendment Effective Date.

         SECTION 4 Representations and Warranties of the Company. To induce the
Noteholders to execute and deliver this Second Amendment (which representations
shall survive the execution and delivery of this Second Amendment), each of the
Company and the Subsidiary Guarantors represent and warrant to the Noteholders
that:

                  (a) since December 31, 2002, there has been no change in the
condition, financial or otherwise, of the Company and its Subsidiaries as shown
on the consolidated balance sheet as of such date except changes in the ordinary
course of business, none of which individually or in the aggregate has had, or
reasonably could be expected to have, a Material Adverse Effect;

                  (b) this Second Amendment and the Notes have been duly
authorized, executed and delivered by it and this Second Amendment and the Notes
constitute the legal, valid and binding obligation, contract and agreement of
the Company and Subsidiary Guarantors enforceable against each of them in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or in law);

                  (c) the Note Agreement, as amended by this Second Amendment,
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation, contract and agreement of the Company
enforceable against the Company in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or in law);

                  (d) the execution, delivery and performance by the Company and
the Subsidiary Guarantors of this Second Amendment and the Notes (i) have been
duly authorized by all requisite corporate action and, if required, shareholder
action, (ii) do not require the consent or approval of any governmental or
regulatory body or agency, and (iii) do not and will not (A)



                                      -12-
<PAGE>

violate (1) any provision of law, statute, rule or regulation or its certificate
of incorporation or bylaws, (2) any order of any court or any rule, regulation
or order of any other agency or government binding upon it, or (3) any provision
of any material indenture, agreement or other instrument to which it is a party
or by which its properties or assets are or may be bound, including, without
limitation, the Note Agreement, or (B) result in a breach or constitute (along
or with due notice or lapse of time or both) a default under any indenture,
agreement or other instrument referred to in clause (iii)(A)(3) of this SS.4(D);

                  (e) as of the date hereof and after giving effect to this
Second Amendment, no Default or Event of Default has occurred which is
continuing;

                  (f) all the representations and warranties contained in
SECTION 5 of the Note Agreement are true and correct in all material respects
with the same force and effect as if made by the Company on and as of the date
hereof; and

                  (g) except as specifically set forth herein and comparable
fees as set forth in the separate amendments dated as of the date hereof to each
of the Specified Agreement, the Company has not paid or agreed to pay any fee or
other compensation to any party to the Specified Agreements in connection with
the amendment of the Note Agreement or the Notes.

         SECTION 5 Affirmation of Subsidiary Guarantee Agreement. Each of the
Subsidiary Guarantors hereby affirm each of their obligations under the
Subsidiary Guarantee Agreement after giving effect to this Second Amendment.

         SECTION 6 Conditions to Effectiveness of this Second Amendment. Subject
to the proviso below, this Second Amendment shall not become effective until,
and shall become effective when, each and every one of the following conditions
shall have been satisfied:

                  (a) executed counterparts of this Second Amendment, duly
executed by the Company, the Subsidiary Guarantors and the holders of 100% of
the outstanding principal amount of the Notes, shall have been delivered to the
Noteholders;

                  (b) the Company shall have issued the amended and restated
Notes in accordance with this Second Amendment to each Purchaser upon surrender
by it of the Original Notes (other than the Original Series B Notes) for
cancellation by the Company and all accrued and unpaid interest through the
Second Amendment Effective Date shall have been paid in full (including, without
limitation, interest due and payable at the Series C through H Adjustable Rates,
respectively, on the Notes for the period from and after February 27, 2003 to
the Second Amendment Effective Date); provided that upon the satisfaction of the
foregoing conditions precedent, the amendments set forth in this Second
Amendment relating to the respective Adjustable Rates shall be effective as of
February 27, 2003 and the amounts added to the Make-Whole Notes for February 28,
2003 and March 31, 2003 shall be adjusted accordingly;

                  (c) the representations and warranties of the Company and the
Subsidiary Guarantors set forth in SS.4 hereof are true and correct on and with
respect to the date hereof;

                  (d) subject only to the allowable deferral under SECTION 3
hereof, the Company shall have paid the Aggregate Closing Fees;



                                      -13-
<PAGE>

                  (e) the Company shall have paid the reasonable fees and
expenses of McDermott, Will & Emery, special counsel to the Noteholders, and
Mayer, Brown, Rowe & Maw, special counsel to a Noteholder, in each case in
connection with the negotiation, preparation, approval, execution and delivery
of this Second Amendment; and

                  (f) the Noteholders shall have received similar executed
amendments to the Credit Agreement, the Series A Note Purchase Agreements, the
Series I Note Purchase Agreement, the Receivables Purchase Agreement and the
Receivables Sale Agreement and the lease agreements evidencing the Fleet Lease
Transaction (collectively, the "Specified Agreements") in form and substance
satisfactory to the Noteholders and all conditions precedent to the
effectiveness of each such amendment shall have been satisfied.

         SECTION 7 Consent to Amendments to Documents. In connection with the
amendments specified herein, the Company has informed the Noteholders of its
intention to amend the Series A Note Agreements, the Series I Note Agreement,
the Credit Agreement, the Receivables Purchase Agreement and the Receivables
Sale Agreement and the lease agreements evidencing the Fleet Lease Transactions,
in each case in a manner similar to the amendments hereunder. At the Company's
request, the Noteholders consent to such amendments.

         SECTION 8 Miscellaneous.

                  (a) This Second Amendment shall be construed in connection
with and as part of the Note Agreement, and except as modified and expressly
amended by this Second Amendment, all terms, conditions and covenants contained
in the Note Agreement are hereby ratified and shall be and remain in full force
and effect.

                  (b) Any and all notices, requests, certificates and other
instruments executed and delivered after the execution and delivery of this
Second Amendment may refer to the Note Agreement without making specific
reference to this Second Amendment, but nevertheless all such references shall
include this Second Amendment unless the context otherwise requires.

                  (c) The descriptive headings of the various Sections or parts
of this Second Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.

                  (d) This Second Amendment shall be governed by and construed
in accordance with Illinois law, excluding choice-of-law principles of the law
of such State that would require the application of the laws of a jurisdiction
other than such State.

                  (e) The execution hereof by you shall constitute a contract
between us for the uses and purposes hereinabove set forth, and this Second
Amendment may be executed in any number of counterparts, each executed
counterpart constituting an original, but all together only one agreement.




                                      -14-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.

                              WABASH NATIONAL CORPORATION

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


                              APEX TRAILER LEASING & RENTALS, L.P.

                              By: Wabash National Corporation, its general
                                  partner


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


                              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



<PAGE>



                              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



                              WNC RECEIVABLES MANAGEMENT CORP.


                                  By: ____________________________________
                                  Christopher A. Black, Secretary


                              WTSI TECHNOLOGY CORP.


                                  By: ____________________________________
                                  Christopher A. Black, Authorized
                                  Representative


                              WABASH FINANCING LLC


                                  By: ____________________________________
                                  Christopher A. Black, Authorized
                                  Representative




<PAGE>


                              WABASH NATIONAL SERVICES, L.P.

                              By: Wabash National Trailor Centers, Inc., its
                                  general partner


                                  By: ____________________________________
                                  Christopher A. Black, Authorized
                                  Representative


                              WABASH TECHNOLOGY CORP.



                                  By: ____________________________________
                                  Christopher A. Black, Authorized
                                  Representative




<PAGE>



Accepted and Agreed:

                              THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              PRINCIPAL LIFE INSURANCE COMPANY


                              By: Principal Global Investors, LLC, a Delaware
                                    limited liability company, its authorized
                                    signatory


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________





<PAGE>



Accepted and Agreed:

                              THE GREAT-WEST LIFE ASSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              AMERICAN FAMILY LIFE INSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________
<PAGE>



Accepted and Agreed:

                              MODERN WOODMEN OF AMERICA



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              STATE FARM LIFE INSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________


<PAGE>



Accepted and Agreed:

                              THE STANDARD INSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              AMERICAN STATES LIFE INSURANCE COMPANY



                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              SECURITY CONNECTICUT LIFE INSURANCE COMPANY

                              By: ING Investment Management, LLC, as Agent


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

                              By: Delaware Lincoln Investment Advisers, a Series
                                     of Delaware Management Business Trust,
                                     Its Attorney-in-Fact


                              By: ________________________________________

                              Name: Bradley S. Ritter

                              Title: VP




<PAGE>



Accepted and Agreed:

                              LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK

                              By: Delaware Lincoln Investment Advisers, a Series
                                     of Delaware Management Business Trust,
                                     Its Attorney-in-Fact


                              By: ________________________________________

                              Name: Bradley S. Ritter

                              Title: VP




<PAGE>



Accepted and Agreed:

                              LINCOLN NATIONAL HEALTH & CASUALTY INSURANCE
                              COMPANY


                              By: Swiss Re Asset Management (Americas), Inc.,
                                     Its Attorney-in-Fact


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________




<PAGE>



Accepted and Agreed:

                              LINCOLN NATIONAL REASSURANCE COMPANY

                              By: Swiss Re Asset Management (Americas), Inc.,
                                     Its Attorney-in-Fact


                              By: ________________________________________

                              Name: ______________________________________

                              Title: _____________________________________





<PAGE>



Accepted and Agreed:

                              SONS OF NORWAY


                              By: Delaware Lincoln Investment Advisers, a Series
                                     of Delaware Management Business Trust,
                                     Its Attorney-in-Fact


                              By: ________________________________________

                              Name: Bradley S. Ritter

                              Title: VP



<PAGE>

                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


        ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES C, DUE March 30, 2004

No. _________                                                    April 11, 2003
$____________                                               PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on March 30,
2004, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the Series C Adjustable Rate (as
defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes") of the Company in the aggregate
principal amount of $22,000,000 which, together with the Company's $9,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series D,
due December 17, 2004 (the "Series D Notes"), the Company's $3,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series E, due March
13, 2005 (the "Series E Notes"), the Company's $13,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series F, due December 17, 2006
(the "Series F Notes"), the Company's $20,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series G, due December 30, 2008 (the
"Series G Notes") and the Company's $25,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series H, due December 17, 2008 (the
"Series H Notes", said Series H Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series G Notes
being hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to the


                                AMENDED EXHIBIT 1
                              (to Second Amendment)

<PAGE>

Amended and Restated Note Purchase Agreement, dated as of April 12, 2002 (as
from time to time amended, the "Note Purchase Agreement"), among the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      1-2

<PAGE>

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                                   WABASH NATIONAL CORPORATION




                                   By
                                      ------------------------------------------
                                      Title
                                            ------------------------------------


                                      1-3


<PAGE>



                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


      ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES D, DUE December 17, 2004

No. _________                                                    April 11, 2003
$____________                                               PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on December
17, 2004, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Series D Adjustable Rate
(as defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series D,
due December 17, 2004 (the "Series D Notes") of the Company in the aggregate
principal amount of $9,000,000 which, together with the Company's $22,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes"), the Company's $3,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series E, due March
13, 2005 (the "Series E Notes"), the Company's $13,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series F, due December 17, 2006
(the "Series F Notes"), the Company's $20,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series G, due December 30, 2008 (the
"Series G Notes") and the Company's $25,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series H, due December 17, 2008 (the
"Series H Notes", said Series H Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series G Notes
being hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to


                                AMENDED EXHIBIT 2
                              (to Second Amendment)



<PAGE>


the Amended and Restated Note Purchase Agreement, dated as of April 12, 2002 (as
from time to time amended, the "Note Purchase Agreement"), among the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      2-2

<PAGE>

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                                      WABASH NATIONAL CORPORATION




                                      By
                                         ---------------------------------------
                                         Title
                                               ---------------------------------


                                      2-3

<PAGE>




                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


        ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES E, DUE March 13, 2005

No. _________                                                     April 11, 2003
$____________                                                PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on March 13,
2005, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the Series E Adjustable Rate (as
defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series E,
due March 13, 2005 (the "Series E Notes") of the Company in the aggregate
principal amount of $3,000,000 which, together with the Company's $22,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes"), the Company's $9,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series D, due December
17, 2004 (the "Series D Notes"), the Company's $13,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series F, due December 17, 2006
(the "Series F Notes"), the Company's $20,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series G, due December 30, 2008 (the
"Series G Notes") and the Company's $25,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series H, due December 17, 2008 (the
"Series H Notes", said Series H Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series G Notes
are hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to the


                                AMENDED EXHIBIT 3
                              (to Second Amendment)


<PAGE>

Amended and Restated Note Purchase Agreement, dated as of April 12, 2002 (as
from time to time amended, the "Note Purchase Agreement"), among the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in Section
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      3-2

<PAGE>


         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                                   WABASH NATIONAL CORPORATION




                                   By
                                      -----------------------------------------
                                      Title
                                            -----------------------------------


                                      3-3

<PAGE>


                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


      ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES F, DUE December 17, 2006

No. _________                                                    April 11, 2003
$____________                                               PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on December
17, 2006, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Series F Adjustable Rate
(as defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series F,
due December 17, 2006 (the "Series F Notes") of the Company in the aggregate
principal amount of $13,000,000 which, together with the Company's $22,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes"), the Company's $9,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series D, due December
17, 2004 (the "Series D Notes"), the Company's $3,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series E, due March 13, 2005
(the "Series E Notes"), the Company's $20,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series G, due December 30, 2008 (the
"Series G Notes") and the Company's $25,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series H, due December 17, 2008 (the
"Series H Notes", said Series H Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series G Notes
are hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to the


                                AMENDED EXHIBIT 4
                              (to Second Amendment)


<PAGE>


Amended and Restated Note Purchase Agreement, dated as of April 12, 2002 (as
from time to time amended, the "Note Purchase Agreement"), among the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      4-2

<PAGE>


         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                                      WABASH NATIONAL CORPORATION




                                      By
                                         --------------------------------------
                                         Title
                                               --------------------------------


                                      4-3

<PAGE>




                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


      ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES G, DUE December 30, 2008

No. _________                                                    April 11, 2003
$____________                                               PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on December
30, 2008, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Series G Adjustable Rate
(as defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series G,
due December 30, 2008 (the "Series G Notes") of the Company in the aggregate
principal amount of $20,000,000 which, together with the Company's $22,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes"), the Company's $9,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series D, due December
17, 2004 (the "Series D Notes"), the Company's $3,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series E, due March 13, 2005
(the "Series E Notes"), the Company's $13,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series F, due December 17, 2006 (the
"Series F Notes") and the Company's $25,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series H, due December 17, 2008 (the
"Series H Notes", said Series H Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series G Notes
are hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to the Amended and Restated Note Purchase Agreement, dated
as of April 12, 2002 (as from time to

                                AMENDED EXHIBIT 5
                              (to Second Amendment)

<PAGE>

time amended, the "Note Purchase Agreement"), among the Company and the
respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      5-2

<PAGE>

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                                         WABASH NATIONAL CORPORATION




                                         By
                                            ------------------------------------
                                            Title
                                                  ------------------------------


                                      5-3

<PAGE>


                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


      ADJUSTABLE RATE SENIOR SECURED NOTE, SERIES H, DUE December 17, 2008

No. _________                                                     April 11, 2003
$____________                                                PPN _______________


         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the principal sum of ________________ DOLLARS on December
17, 2008, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Series H Adjustable Rate
(as defined in the Note Purchase Agreement referred to below) per annum from the
date hereof, payable monthly, on the last day of each calendar month in each
year, commencing with the last day of April, 2003, until the principal hereof
shall have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Make-Whole Amount (as defined
in the Note Purchase Agreement referred to below), payable monthly as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the greater of (i) the Default Rate (as defined
in the Note Purchase Agreement referred to below) or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Adjustable Rate Senior Secured Notes, Series H,
due December 17, 2008 (the "Series H Notes") of the Company in the aggregate
principal amount of $25,000,000 which, together with the Company's $22,000,000
aggregate principal amount of Adjustable Rate Senior Secured Notes, Series C,
due March 30, 2004 (the "Series C Notes"), the Company's $9,000,000 aggregate
principal amount of Adjustable Rate Senior Secured Notes, Series D, due December
17, 2004 (the "Series D Notes"), the Company's $3,000,000 aggregate principal
amount of Adjustable Rate Senior Secured Notes, Series E, due March 13, 2005
(the "Series E Notes"), the Company's $13,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series F, due December 17, 2006 (the
"Series F Notes") and the Company's $20,000,000 aggregate principal amount of
Adjustable Rate Senior Secured Notes, Series G, due December 30, 2008 (the
"Series G Notes", said Series G Notes, together with the Series C Notes, the
Series D Notes, the Series E Notes, the Series F Notes and the Series H Notes
are hereinafter referred to collectively as the "Notes"), are issued and
outstanding pursuant to the Amended and Restated Note Purchase Agreement, dated
as of April 12, 2002 (as from time to

                                AMENDED EXHIBIT 6
                              (to Second Amendment)


<PAGE>
time amended, the "Note Purchase Agreement"), among the Company and the
respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         The Company will make a required prepayment of principal on the date
and in the amount specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of the principal amount of, premium, if any, and interest
on this Note has been unconditionally guaranteed by the Guarantors (as defined
in the Note Purchase Agreement) pursuant to the Note Guaranty (as defined in the
Note Purchase Agreement). Reference is hereby made thereto for a statement of
the rights and benefits accorded thereby.


                                      6-2

<PAGE>

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

                              WABASH NATIONAL CORPORATION




                              By
                                 -----------------------------------------------
                                 Title
                                        ----------------------------------------




                                      6-3
<PAGE>

                           [FORM OF DEFERRAL FEE NOTE]


                           WABASH NATIONAL CORPORATION


           ADJUSTABLE RATE SENIOR SECURED PIK NOTE, DUE March 30, 2004

No. DFR-_________                                                 April 11, 2003
$____________ Original Principal Amount                      PPN _______________


         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the DFR-__ Note Accreted Principal Amount on March 30, 2004.
The outstanding principal amount of this Senior Secured PIK Note shall accrete
at the Series C Adjustable Rate (as defined in the Note Purchase Agreement
referred to below) per annum on a monthly basis on the last day of each calendar
month in each year commencing with the last day of April, 2003 (computed on the
basis of a year of 360 days and twelve 30-day months) from the date of issuance
hereof and shall cease to accrete on the date on which this Senior Secured PIK
Note shall have been paid in full; provided that in the case of any prepayment
or other payment of this Senior Secured PIK Note on any date other than the last
day of any calendar month, the outstanding principal amount of this Senior
Secured PIK Note shall accrete at the Series C Adjustable Rate per annum on a
daily basis from the date of the last day of such calendar month to the date of
such prepayment; provided further that upon the occurrence of an Event of
Default (as defined in the Note Purchase Agreement referred to below and until
such Event of Default has been cured or waived in writing (such period
constituting a "Default Interest Period"), the outstanding principal amount of
this Senior Secured PIK Note shall accrete, to the extent permitted by law, at a
rate per annum from time to time equal to the greater of (i) the Default Rate
(as defined in the Note Purchase Agreement referred to below) or (ii) 2% over
the rate of interest publicly announced by JP Morgan Chase Bank of New York from
time to time in New York, New York as its "base" or "prime" rate. It is
understood and agreed that any reference in this Senior Secured PIK Note to the
"principal amount" of this Senior Secured PIK Note shall include a reference to
the R-___ Note Accreted Principal Amount thereof whether or not specifically set
forth.

         "DFR-__ Note Accreted Principal Amount" shall mean with reference to
this Senior Secured PIK Note, as of any date of determination, the sum of (a)
[$117,500.00 for Principal Life/$97,916.67 for the two Great West accounts] and
(b) the outstanding principal amount of this Senior Secured PIK Note which shall
have been accreted thereon from the date of issuance through such date, such
amount shall accrete at the Series C Adjustable Rate per annum on a monthly
basis on the last day of each calendar month in each year commencing with the
last day of April, 2003 (computed on the basis of a year of 360 days and twelve
30-day months) and shall cease to accrete on the date on which this Senior
Secured PIK Note shall have been paid in full; provided that in the case of any
prepayment or other payment of this Senior Secured PIK Note on any date other
than the last day of any calendar month, the outstanding principal amount of


                                AMENDED EXHIBIT 7
                              (to Second Amendment)



<PAGE>

this Senior Secured PIK Note shall accrete at the Series C Adjustable Rate per
annum on a daily basis from the date of the last day of such calendar month to
the date of such prepayment.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Senior Secured PIK Notes, due March 30, 2004
(the "Deferral Fee Notes") of the Company in the aggregate principal amount of
$215,415.67 which, together with the Company's Series C Notes, Series D Notes,
Series E Notes, Series F Notes, Series H Notes and Make-Whole Notes (as each is
defined in the Note Purchase Agreement described below) are hereinafter referred
to collectively as the "Notes", are issued and outstanding pursuant to the
Amended and Restated Note Purchase Agreement, dated as of April 12, 2002 (as
from time to time amended, the "Note Purchase Agreement"), among the Company and
the respective Purchasers named therein and is entitled to the benefits thereof.
Each holder of this Note will be deemed, by its acceptance hereof, (i) to have
agreed to the confidentiality provisions set forth in SECTION 20 of the Note
Purchase Agreement and (ii) to have made the representation set forth in SECTION
6.2 of the Note Purchase Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         The Company will make a required prepayment of principal on the date
and in the amount specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the DFR-__ Note Accreted Principal Amount of this Note
may be declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided in the
Note Purchase Agreement.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.


                                      7-2

<PAGE>

         The payment of all DFR-__ Note Accreted Principal Amount of, premium,
if any, and interest on this Note has been unconditionally guaranteed by the
Guarantors (as defined in the Note Purchase Agreement) pursuant to the Note
Guaranty (as defined in the Note Purchase Agreement). Reference is hereby made
thereto for a statement of the rights and benefits accorded thereby.

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


                              WABASH NATIONAL CORPORATION





                              By
                                 -----------------------------------------------
                                 Title
                                        ----------------------------------------


                                      7-3
<PAGE>




                                 [FORM OF NOTE]


                           WABASH NATIONAL CORPORATION


                SENIOR SECURED PIK GRID NOTE, DUE March 30, 2004

No. _________                                                     April 11, 2003
$____________                                                PPN _______________

         FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION
(herein called the "Company"), a corporation organized and existing under the
laws of the State of Delaware, hereby promises to pay to ________________, or
registered assigns, the MWR-__ Note Accreted Principal Amount on March 30, 2004.
The outstanding principal amount of this Senior Secured PIK Grid Note shall
accrete at the [Series ___ Adjustable Rate] (as defined in the Note Purchase
Agreement referred to below) per annum on a monthly basis on the last day of
each calendar month in each year commencing April  , 2003 (computed on the basis
of a year of 360 days and twelve 30-day months) from the date of issuance hereof
and shall cease to accrete on the date on which this Senior Secured PIK Grid
Note shall have been paid in full; provided that in the case of any prepayment
or other payment of this Senior Secured PIK Grid Note on any date other than the
last day of any calendar month, the outstanding principal amount of this Senior
Secured PIK Grid Note shall accrete at the [Series ___ Adjustable Rate] (as
defined in the Note Purchase Agreement referred to below) per annum on a daily
basis from the date of the last day of such calendar month to the date of such
prepayment; provided further that upon the occurrence of an Event of Default (as
defined in the Note Purchase Agreement referred to below and until such Event of
Default has been cured or waived in writing (such period constituting a "Default
Interest Period"), the outstanding principal amount of this Senior Secured PIK
Grid Note shall accrete, to the extent permitted by law, at a rate per annum
from time to time equal to the greater of (i) [the Default Rate (as defined in
the Note Purchase Agreement referred to below)] or (ii) 2% over the rate of
interest publicly announced by JP Morgan Chase Bank of New York from time to
time in New York, New York as its "base" or "prime" rate. It is understood and
agreed that any reference in this Senior Secured PIK Grid Note to the "principal
amount" of this Senior Secured PIK Grid Note shall include a reference to the
MWR-___ Note Accreted Principal Amount thereof whether or not specifically set
forth.

         "MWR-__ Note Accreted Principal Amount" shall mean with reference to
this Senior Secured PIK Grid Note, as of any date of determination, the sum of
(a) the Make-Whole Amounts which shall become payable to the holder of this Note
with respect to such holder's Series D Notes, Series E Notes, Series F Notes,
Series G Notes or Series H Notes, as the case may be, from time to time upon
payment by the Company of portions of the principal amount of such Notes
pursuant to SECTION 8.1(B) of the Note Purchase Agreement and (b) the
outstanding principal amount of this Senior Secured PIK Grid Note which shall
have been accreted thereon from the date of issuance through such date, such
amount shall accrete at the [Series ___ Adjustable Rate] per annum on a monthly
basis on the last day of each calendar month in each year commencing with the
last day of the calendar month next succeeding the date hereof (computed on the
basis of a year of 360 days and twelve 30-day months) and shall cease to

                                AMENDED EXHIBIT 8
                              (to Second Amendment)



<PAGE>

accrete on the date on which this Senior Secured PIK Grid Note shall have been
paid in full; provided that in the case of any prepayment or other payment of
this Senior Secured PIK Grid Note on any date other than the last day of any
calendar month, the outstanding principal amount of this Senior Secured PIK Grid
Note shall accrete at the [Series ___ Adjustable Rate] per annum on a daily
basis from the date of the last day of such calendar month to the date of such
prepayment. The amounts of the Make-Whole Amounts payable from time to time may
for the convenience of the parties be recorded by the holder hereof on the
attached Grid however the books and records of the holder shall, in the absence
of manifest error, be conclusive as to the determination of the Make-Whole
Amounts evidenced by this Note.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at Chicago, Illinois or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of the Senior Secured PIK Grid Notes, due March 30,
2004 (the "Make-Whole Notes") of the Company which, together with the Company's
Series C Notes, Series D Notes, Series E Notes, Series F Notes, Series H Notes
and Deferral Fee Notes (as each is defined in the Note Purchase Agreement
described below) are hereinafter referred to collectively as the "Notes", are
issued and outstanding pursuant to the Amended and Restated Note Purchase
Agreement, dated as of April 12, 2002 (as from time to time amended, the "Note
Purchase Agreement"), among the Company and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in SECTION 20 of the Note Purchase Agreement and (ii) to
have made the representation set forth in SECTION 6.2 of the Note Purchase
Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

         The Company will make a required prepayment of principal on the date
and in the amount specified in the Note Purchase Agreement. This Note is also
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.


                                      8-2

<PAGE>

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreement). Reference is hereby made to the
Collateral Documents for a description of the collateral thereby mortgaged,
warranted, bargained, sold, released, conveyed, assigned, transferred, pledged
and hypothecated, the nature and extent of the security for the Notes, the
rights of the holders of the Notes, the Collateral Agent (as defined in the Note
Purchase Agreement) in respect of such security and otherwise.

         The payment of all MWR-__ Note Accreted Principal Amount of, premium,
if any, and interest on this Note has been unconditionally guaranteed by the
Guarantors (as defined in the Note Purchase Agreement) pursuant to the Note
Guaranty (as defined in the Note Purchase Agreement). Reference is hereby made
thereto for a statement of the rights and benefits accorded thereby.

         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE
RIGHTS AND PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF ILLINOIS,
EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE
THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.


                              WABASH NATIONAL CORPORATION




                              By
                                 -----------------------------------------------
                                 Title
                                        ----------------------------------------


* Insert the following interest rates and overdue rates for the PIK Grid Notes
issued as follows:

Notes Issued to:
Series D Holders       Series D Adjustable Rate        Series D Default Rate
Series E Holders       Series E Adjustable Rate        Series E Default Rate
Series F Holders       Series F Adjustable Rate        Series F Default Rate
Series G Holders       Series G Adjustable Rate        Series G Default Rate
Series H Holders       Series H Adjustable Rate        Series H Default Rate



                                      8-3
<PAGE>


                           WABASH NATIONAL CORPORATION
  SCHEDULE OF MAKE-WHOLE AMOUNTS DUE UNDER THE SENIOR SECURED PIK GRID NOTE DUE
                                 MARCH 30, 2004

<TABLE>
<CAPTION>
Date               Make-Whole       Accreted        Applicable       Accreted        Total Accreted
                   Amount           Principal       Interest Rate    Interest        Principal and
                                    Amount                           Payable         Interest
                                                                                     Payable
<S>                <C>              <C>             <C>              <C>             <C>
4/30/02
5/31/02
6/30/02
7/31/02
8/31/02
9/30/02
10/31/02
11/30/02
12/31/02
1/31/03
2/28/03
3/31/03
4/30/03
5/31/03
6/30/03
7/31/03
8/31/03
9/30/03
10/31/03
11/30/03
12/31/03
1/31/04
2/28/04
3/31/04
</TABLE>



                                      8-4

<PAGE>


                             AMENDED EXHIBIT 7.1(B)

                                 EXHIBIT 7.1(b)

                         FORM OF COMPLIANCE CERTIFICATE

To:      The Parties to the
         Note Agreements Described Below


                  This Compliance Certificate is furnished pursuant to that
certain Amended and Restated Note Purchase Agreement dated as of April 12, 2002
(as amended, modified, renewed or extended from time to time, the "Agreement")
among Wabash National Corporation (the "Company"), and each of the Purchasers
named therein. 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 Company 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 Company 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 Company has taken, is taking, or
proposes to take with respect to each such condition or event:


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

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


                             AMENDED EXHIBIT 7.1(B)
                              (to Second Amendment)


<PAGE>


                  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]




                                    7.1(B)-2
<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 10.3(B))

         1.       Actual Amount:

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

D.       MAXIMUM LEVERAGE VALUATION RATIO (SECTION 10.3(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>



                                    7.1(B)-3
<PAGE>




<TABLE>
<S>                                                                                                <C>
E.       MINIMUM CONSOLIDATED CUMULATIVE (SINCE 1/1/2003) EBITDA (SECTION 10.3(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 10.3(F))

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

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

H.       MAXIMUM FINANCE CONTRACTS (SECTION 10.3(G))

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

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



                                    7.1(B)-4

<PAGE>


<TABLE>
<S>                                                                             <C>
A.       MAXIMUM OTHER UNSECURED INDEBTEDNESS (Section 10.2(a))

         1.       Actual Amount:                                                $ ____________

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

B.       SALES OF ASSETS (Section 10.2(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 10.2(d)(vii))

         For each new Investment pursuant to Section 10.2(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 10.2(d)(vii)                                 + ____________

                  c.       Total Investments under Section10.2(d)(vii)         =$ ____________

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

E.       LEASES (Section 10.2(n))

         1.       Actual Amount of Leases:                                      $ ____________

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



                                    7.1(B)-5

<PAGE>


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                  Schedule of Compliance as of __________, ____

                             (Dollars in Thousands)

<TABLE>
<S>                                                                             <C>
A.       Sales of Assets

         [List separate sales and amounts]                                      $ ____________

                                                                                  ____________

                                                                                  ____________

                                                                       Total    $ ____________
</TABLE>



                                     7(B)-6