<PAGE>
                                                                   EXHIBIT 10.45
================================================================================


                           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: $50,000,000 Adjusting Rate Senior Secured Notes,
                          Series A, due March 30, 2004



================================================================================


<PAGE>



        SECOND AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

                  This Second Amendment dated as of April 11, 2003 ("Second
Amendment") to the Amended and Restated Note Purchase Agreement, dated as of
April 12, 2002 and as amended on December 13, 2002, is among Wabash National
Corporation, a Delaware corporation ("Company"), 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 (the "Note Agreement"). The Company has heretofore issued its
$50,000,000 9.66% Senior Secured Notes, Series A, due March 30, 2004 bearing PPN
929566 F# 9 (the "Notes"), dated April 12, 2002, its Senior Secured PIK Notes,
due March 30, 2004 bearing PPN 929566 G* 2 (the "Deferral Fee Notes") and its
Senior Secured PIK Grid Notes, due March 30, 2004 bearing PPN 929566 H* 1 (the
"Make-Whole 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"), Wabash National Trailer Centers, Inc. (formerly known as NOAMTC,
Inc.), a Delaware corporation ("Trailer"), 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, Trailer, Wabash Financing,
Wabash National, Services, Technology, WNC Cloud, Receivables and WTSI are
hereinafter collectively referred to as the "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 Guarantors guaranteed the payment of the Notes and
the performance by the Company of its obligations under the Note Agreement.

                  C. The Company and the Noteholders now desire to (i) modify
the Note Agreement by amending certain provisions of the Note Agreement and
provide that the amendment to the Note Agreement be effective as of the date
hereof (the "Second Amendment Effective Date") and (ii) amend and restate the
Notes, the Make-Whole Notes and the Deferral Fee Notes (provided that in lieu of
receiving an amended and restated Note, Make-Whole Note, or Defferal Fee Note,
each Noteholder may elect to receive an allonge to be attached to the Notes,
Make-Whole Notes and Deferral Fee Notes originally issued to such Noteholder
pursuant to the Note Agreement), such amended and restated notes together with
such allonges are collectively referred to herein as the "Amended and Restated
Notes").

<PAGE>

                  D. The Guarantors in connection with this Second Amendment
desire to reaffirm their respective obligations under the Subsidiary Guarantee
Agreement.

                  E. 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
Section 5 hereof, the Company 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. The Company and the Noteholders agree that the
Note Agreement shall be amended as follows:

         2.1 Section 8.1(b) of the Note Agreement shall be and hereby is amended
in its entirety to read as follows:

                  "(b) The Company will prepay the Notes as follows, provided
         that no portion of such prepayments shall be applied to any Deferral
         Fee Note or Make-Whole Note:

                           (i) on the last Business 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 A Note Principal Allocation times
                  $4,958,833, together with the Make-Whole Amount payable with
                  respect thereto;

                           (ii) on the last Business Day of each month
                  commencing with May 31, 2003 through December 31, 2003, the
                  Company will prepay the Notes in an aggregate principal amount
                  equal to the product of the Series A Note Principal Allocation
                  times $2,479,167, together with the Make-Whole Amount payable
                  with respect thereto;

                           (iii) on January 15, 2004, the Company shall prepay
                  the Notes in an aggregate principal amount equal to the Series
                  A Note Principal Allocation times the sum of $19,833,332 minus
                  the aggregate amount of principal prepayments in excess, if
                  any, of $19,833,332 made by the Company on the Amortization
                  Debt from the Second Amendment Effective Date to December, 31,
                  2003, together with the Make-Whole Amount payable with respect
                  thereto; provided, however,

                                       2

<PAGE>



                  that the amount required to be prepaid on the Notes pursuant
                  to this clause (iii) shall in no event be less than zero; and

                           (iv) on the last Business 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 A Note Principal Allocation
                  times $4,958,333, together with the Make-Whole Amount payable
                  with respect thereto."

         2.2 Section 8.1(c) of the Note Agreement shall be and hereby is amended
by deleting the reference to "June 30, 2002" therein and inserting "March 31,
2004" in lieu thereof.

         2.3 Section 8 to the Note Agreement shall be and hereby is amended by
inserting the following new paragraph at the end of such paragraph 4:

                  "Section 8.7 Deferred Amounts. (a) In addition to the rate of
         interest otherwise payable with respect to the Notes and all other
         amounts payable hereunder or in connection herewith, the Company shall
         pay, by no later than January 15, 2004, additional interest to the
         Noteholders in accordance with their respective pro rata principal
         amount in an amount equal to the aggregate of (i) each Series A
         Deferred Principal Amount multiplied by a rate per annum equal to 2.00%
         per annum from the date such Series A Deferred Principal Amount is
         created and determined hereunder until the date such Series A Deferred
         Principal Amount has been paid in full plus (ii) each Series A Deferred
         Principal Amount multiplied by a rate per annum equal to 1.00% per
         annum from the date such Series A Deferred Principal Amount has been
         paid in full (through voluntary prepayments pursuant to Section 8.2
         hereof) to (but not including) January 15, 2004 (the amounts referred
         to in clauses (i) and (ii) hereof are collectively referred to as
         "Deferred Principal Amount Fees"). Each such voluntary prepayment shall
         be applied to the earliest occurring Series A Deferred Principal Amount
         and, after the same has been paid in full, thereafter to each
         immediately succeeding Series A Deferred Principal Amount until all
         Series A Deferred Principal Amounts have been paid in full. On January
         15, 2004, the Company shall pay all Series A Deferred Principal
         Amounts. As used in this Section 8.7(a), "Deferred Principal Amount"
         means, with respect to each monthly repayment of the Amortization Debt
         occurring on or after the Second Amendment Effective Date but prior to
         January 1, 2004, the excess, if any, of (x) $4,958,333 minus (y) the
         actual amount of such repayment; it being understood and agreed that
         each occurrence of such an excess will create a new and independent
         Deferred Principal Amount. As used in this Section 8.7(a), "Series A
         Deferred Principal Amount" means the Series A Note Principal Allocation
         times each Deferred Principal Amount. The Company agrees that in
         connection with any payment of fees payable to the Specified Holders
         similar to the Deferred Principal Amount Fees, the Company shall pay to
         the Noteholders a pro rata amount of such payment.

                 (b) The Company acknowledges that it is required to pay certain
         amendment/closing fees (in addition to and not including the 0.25% fee
         described in subsection (c) below and reimbursement for out of pocket
         costs and expenses) to the Noteholders and the Specified Holders in
         connection with, and as required by, the Second

                                       3
<PAGE>


         Amendment and the amendments to the Specified Agreements in form and
         substance substantially similar to the Second Amendment (the "Second
         Amendment Closing Fees"). In lieu of paying the entire balance of the
         Second Amendment Closing Fees on the Second Amendment Effective Date,
         the Company shall pay (i) on the Second Amendment Effective Date, at
         least $2,000,000 of such Second Amendment Closing Fees and the portion
         of the Second Amendment Closing Fees paid to the Noteholders on the
         Second Amendment Effective Date shall not be less than the Series A
         Deferred Fee Allocation multiplied by the actual amount of the Second
         Amendment Closing Fees paid to the Noteholders and the Specified
         Holders on the Second Amendment Effective Date and (ii) by no later
         than January 15, 2004, (A) the then unpaid balance of the Second
         Amendment Closing Fees multiplied by the Series A Deferred Fee
         Allocation and (B) a deferral fee to the Noteholders in accordance with
         their pro rata portion of the Deferred Fee Amount multiplied by the
         Series A Deferred Fee Allocation at a rate per annum equal to the sum
         of (x) the Series A Applicable Rate plus (y) (i) 2.00% from the Second
         Amendment Effective Date until the date such Deferred Fee Amount has
         been paid in full plus (z) 1.00% on the date immediately prior to the
         day such Deferred Fee Amount balance has been paid in full and for the
         period from the date such Deferred Fee Amount has been paid in full
         until January 15, 2004. As used in this Section 8.7(b), "Deferred Fee
         Amount" means, with respect to the Second Amendment Closing Fees, the
         excess of (a) the actual amount of the Second Amendment Closing Fees
         minus (b) the amount of the Second Amendment Closing Fees paid on the
         Second Amendment Effective Date. The Company agrees that in connection
         with any payment on any date of the Deferred Fee Amount or the deferral
         fee referred to above (or a similar deferral fee to any Specified
         Holder) to any Specified Holder, the Company, on the same date, shall
         pay to each Noteholder pro rata in accordance with the unpaid principal
         amount of Notes (other than the Deferral Fee Notes and the Make-Whole
         Notes) held by such Noteholder an amount equal to the Series A Deferred
         Fee Allocation times the amount of such payment.

                  (c) The Company shall pay, on January 15, 2004, a
         restructuring fee pro rata to each Noteholder, in an amount equal to
         0.25% of the then outstanding principal amount of the Notes (other than
         the Make-Whole Notes and the Deferral Fee Notes) held by such
         Noteholder (it being understood and agreed that such restructuring fee
         shall be non-refundable and is deemed to be fully earned on the Second
         Amendment Effective Date)."

         2.4 Section 7.1(a) to the Note Agreement shall be and hereby is amended
by inserting new subsections (vii) and (viii) immediately following subsection
(vi) thereto which shall read as follows:

                  "(vii) Cash Sources. 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 Required
         Holder(s)): (a) a statement of projected cash sources and uses of the
         Company and its Subsidiaries for the 13 calendar weeks following the
         end of such monthly accounting period and a report (to the extent
         requested by the Required Holder(s) from time to time) containing
         management's discussion and analysis of such projections and (b) a
         statement of cash sources and uses for the immediately preceding

                                       4
<PAGE>

         monthly accounting period of the Company and for such historical period
         as is reasonably required by the Required Holder(s), in comparative
         form against the figures and for the corresponding date and period in
         the projected cash flow statements required under the foregoing
         subsection (a); the foregoing statements required under subsections (a)
         and (b) being duly certified by the chief financial officer or
         treasurer of the Company.

                  (viii) Fleet Equivalent Increase. 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 each Noteholder
         copies of such reports and information and any other information
         relevant to the calculation and determination of the Fleet Equivalent
         Increase."

         2.5 Section 9 of the Note Agreement shall be and hereby is amended by
inserting a new Section 9.18 immediately following Section 9.17 thereto which
shall read as follows:

                  "Section 9.18. Canadian Guaranty and Collateral. By no later
         than May 31, 2003, the Company shall (a) cause its Canadian Subsidiary
         to execute and deliver to each holder of a Note, a guarantee of the
         Obligations pursuant to a guaranty agreement, or supplement thereto, in
         form and substance satisfactory to the Required Holder(s) and their
         counsel, (b) cause its Canadian Subsidiary to execute and deliver to
         the Collateral Agent a general security agreement, or supplement
         thereto, with a copy to each Noteholder, in form and substance
         satisfactory to the Collateral Agent and its counsel, (c) execute and
         deliver a Pledge Agreement, or supplement thereto, pledging 100% of the
         capital stock of its Canadian Subsidiary and (d) deliver to the
         Required Holder(s) 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 Required Holder(s)
         and their counsel) related to the delivery of the foregoing agreements;
         provided that the Company shall not be required to provide that portion
         or amount of collateral described above and evidenced by any of the
         foregoing instruments and documents to the extent but only to the
         extent that delivery of such collateral would cause its Canadian
         Subsidiary's accumulated and undistributed earnings and profits to be
         deemed to be repatriated to the 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."

         2.6 Section 10.3 of the Note Agreement shall be and hereby is amended
and restated 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:


               Fiscal Quarter Ending
                                            Minimum Consolidated


                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                  Equity

<S>                                             <C>
                  March 31, 2003                $40,000,000
                  June 30, 2003                 $35,000,000
                  September 30, 2003            $30,000,000
                  December 31, 2003             $25,000,000
</TABLE>

                  (c) Maximum Leverage Valuation Ratio. The 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>
                                               Maximum Leverage
                  Fiscal Quarter Ending         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, at an amount not less than the applicable "Minimum
         Cumulative Consolidated EBITDA" specified below for the period
         commencing on January 1, 2003 and ending on such last day:

<TABLE>
<CAPTION>
                                          Minimum Cumulative Consolidated
                   Month Ending                      EBITDA

<S>                                       <C>
                   March 31, 2003                      $0
                   June 30, 2003                    $5,000,000
                   September 30, 2003              $15,000,000
                   December 31, 2003               $20,000,000
</TABLE>


                  (e) Minimum Interest Coverage Cash Collateral. The 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 ("Cash Collateral Funds") with the Collateral Agent
         in an amount not less than the aggregate amount of interest required to
         be paid, through the end of the immediately succeeding fiscal quarter,
         under this Agreement and under the Specified Agreements; provided that
         (i) in the case of interest required to be paid through the end of the
         fiscal quarter ending on March 31, 2004, the 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
         holders of the Senior Notes or the Administrative Agent,

                                       6
<PAGE>

         deposit additional funds with the Collateral Agent in an aggregate
         amount not less than the amount of such increase)."

         2.7 Section 10.3(f) of the Note Agreement shall be and hereby is
amended by deleting the reference to "$6,000,000" contained therein and
inserting "$4,000,000" in lieu thereof.

         2.8 Section 11(b)(iv) of the Note Agreement shall be and hereby is
amended by inserting "or Section 9.18" immediately after the reference to
"Section 9.17" appearing therein.

         2.9 Section 11 to the Note Agreement shall be and hereby is amended by
inserting the following new subsections immediately following subsection (r)
contained therein:

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

         2.10 Schedule B of the Note Agreement shall be and hereby is amended by
inserting the following new defined terms and in the correct alphabetical order
to such schedule:

                  "Amortization Debt" means, at any time the same is to be
         determined, the sum of (i) the outstanding principal amount of the
         Senior Secured Notes (other than the Deferral Fee Notes and the
         Make-Whole Notes) (as each such term is defined in the Intercreditor
         Agreement), as of such time plus (ii) the sum of (1) the outstanding
         principal amount of all of the Term Loans (other than the PIK Notes)
         plus (B) the amount then available for drawing under all Term Letters
         of Credit plus (C) the amount of unpaid reimbursement obligations with
         respect to drawings under all Term Letters of Credit (as each such term
         is defined in the Credit Agreement as in effect at the date of the
         Closing).

         "Applicable Margin" means, for each month the same is determined, the
         sum of (i) 0.50% for every 10% of negative variance from the Targeted
         Consolidated EBITDA Amount for such month, (ii) 0.50% for every
         quarterly occurrence of a Leverage Valuation Ratio above 0.85 to 1 as
         of the end of the Company's most recently ended fiscal quarter and to
         be paid in the quarter following such occurrence (it being understood
         and agreed that, once in effect, such Leverage Valuation Ratio-based
         increase (a "Leverage Increase") will remain in effect for each month
         prior to the Company's achievement of a Leverage Valuation Ratio of
         0.85 to 1 or less but shall cease to apply (subject to subsequent
         quarterly occurrences of a Leverage Valuation Ratio above 0.85 to 1)
         during and after such month when the Company's quarterly-based Leverage
         Valuation

                                        7
<PAGE>


         Ratio is equal to or less than 0.85 to 1), (iii) 0.50% for every
         monthly occurrence of a negative monthly Unadjusted Consolidated EBITDA
         and (iv) 0.20% for every month during which the "Additional Fee" (as
         identified and defined in Section 10.1(d) of the Fleet Participation
         Agreement) is payable under the Fleet Participation Agreement (a "Fleet
         Equivalent Increase"). Each calculation of the Applicable Margin (1)
         will be determined as of the end of each calendar month (or quarter in
         the case of the applicability of a Leverage Increase) and shall be in
         effect for the next succeeding calendar month (or quarter in the case
         of a Leverage Increase), (2) shall be determined without giving effect
         to, and shall not be additive of, the Applicable Margin determined in
         any previous month and (3) shall be subject to the limitation that the
         amount calculated by adding the sum of the increases specified in the
         foregoing subsections (i), (ii) and (iii) shall not exceed 5.00% for
         any month.

                  "Canadian Subsidiary" means any subsidiary of the Company
         organized under the laws of Canada or any province thereof.

                  "Deferred Fee Amount" is defined in Section 8.7(b).

                  "Deferred Principal Amount" is defined in Section 8.7(a).

                  "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.

                  "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, without limitation, to non-cash losses on finance
         contracts, severance and other loss contingencies but excluding
         Eligible Asst 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.

                  "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


                                       8
<PAGE>




         Obligations and other lines of credit, leases or other extensions of
         credit, including any amounts paid to any lenders, advisor fees and
         other related costs.

                  "Fleet Equivalent Increase" is defined in the definition of
         "Applicable Margin" contained in Schedule B hereof.

                  "Fleet Participation Agreement" means that certain Amended and
         Restated Participation Agreement dated as of March 30, 2001 as
         currently in effect among Apex Trailer Leasing & Rentals, L.P., the
         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.

                  "Second Amendment" means that certain Second Amendment to the
         Amended and Restated Note Purchase Agreement, dated as of April 12,
         2002 and as amended on December 13, 2002, dated as of April 11, 2003
         among the Company, and the Noteholders.

                  "Second Amendment Closing Fees" is defined in Section 8.7(b).

                  "Second Amendment Effective Date" means April 11, 2003.

                  "Series I Applicable Rate" means, at any time, the sum of (i)
         a rate per annum equal to 10.16% plus (ii) the Applicable Margin at
         such time.

                  "Series I Deferred Fee Allocation" means at any time, the
         percentage determined by dividing (a) the aggregate amount of the
         amendment fees in favor of the Noteholders as required by, and in
         connection with, the Second Amendment by (b) the sum of (i) the
         aggregate amount of the amendment fees in favor of the holders of the
         Senior Secured Notes (other than the Deferral Fee Notes and the
         Make-Whole Notes) (as each such term is defined in the Intercreditor
         Agreement) as required by, and in connection with, the Second Amendment
         and the amendments (comparable to the Second Amendment) to the Note
         Agreements (as such term is defined in the Intercreditor Agreement),
         (ii) the aggregate amount of the amendment fees in favor of the
         Administrative Agent and the Lenders as required by, and in connection
         with, the Second Amendment, (iii) the aggregate amount of the amendment
         fees in favor of General Electric Capital Corporation as required by,
         and in connection with, the amendments (comparable to the Second
         Amendment) to the Receivables Purchase Agreement and (iv) the aggregate
         amount of amendment fees in favor of Fleet Capital Corporation as
         required by, and in connection with, the Amendment (comparable to the
         Second Amendment) to the lease agreements evidencing the Fleet Lease
         Transaction.

                  "Specified Agreements" means the Credit Agreement, the
         Receivables Purchase Documents, the Series I Note Purchase Agreement,
         the Series C-H Note Purchase Agreement and the lease agreements
         evidencing the Fleet Lease Transaction.


                                       9
<PAGE>




                  "Specified Holders" means the holders of the Obligations,
         under and as defined in the Credit Agreement, the financial
         institutions party to Receivables Purchase Documents, the holders of
         the Series I Notes, the holders of the Series C-H Notes and the
         financial institutions party to the lease agreements evidencing the
         Fleet Lease Transaction.

                  "Targeted Consolidated EBITDA Amount" means, for each relevant
         month, the cumulative Consolidated EBITDA amount (measured from and
         after January 1, 2003) furnished on March 6, 2003 to the Noteholders as
         part of the Company's 2003 budget and as set forth on Schedule B
         attached hereto 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 Holder(s).

                  "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 minus (b) the total tax benefit reported
         by the Company and its Subsidiaries to the extent included in computing
         Consolidated Operating Income.

         2.11 Schedule B to the Note Agreement is further amended by amending
the definitions of "Consolidated EBITDA," "Consolidated Equity" and "Default
Rate" 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 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

                                       10
<PAGE>



         Operating Income, minus (a) the total interest income of the Company
         and its Subsidiaries to the extent included in computing Consolidated
         Operating Income 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, plus (ii) all charges against income
         for foreign taxes and U.S. income taxes, plus (iii) Eligible Asset
         Disposition Charges, plus (iv) Eligible Asset Impairment Charges, plus
         (v) Eligible Non-Cash Miscellaneous Charges, plus (vi) Eligible
         Restructuring Charges.

                  "Default Rate" means the greater of (i) 2.00% over the then
         applicable Series I Applicable Rate or (ii) 2.00% over the rate of
         interest publicly announced by Morgan Guaranty Trust Company of New
         York from time to time in New York, New York as its "base" or "prime"
         rate.

         2.12 The Note Purchase Agreement shall be and hereby is amended by
inserting a new Schedule C in the form of Schedule C attached to this Second
Amendment.

         2.13 Exhibit 1 to the Note Purchase Agreement is amended in its
entirety by substituting therefor Amended Exhibit 1 attached to this Amendment.

         2.14 Exhibit 2 to the Note Purchase Agreement is amended in its
entirety by substituting therefor Amended Exhibit 2 attached to this Amendment.

         2.15 Exhibit 7.1(b) to the Note Purchase Agreement is amended in its
entirety by substituting therefor Amended Exhibit 7.1(b) attached to this
Amendment.

         SECTION 3 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 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 has been duly authorized,
                     executed and delivered by it and this Second Amendment
                     constitutes the legal, valid and binding obligation,
                     contract and agreement of the Company and Guarantors
                     enforceable against each of them in accordance with its
                     terms, except as enforcement may be limited by bankruptcy,
                     insolvency, reorganization,

                                       11
<PAGE>




                     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 the legal, valid and binding
                     obligation, contract and agreement of the Company
                     enforceable against it 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 Amended and Restated Notes have been duly
                     authorized by all necessary corporate action on the part of
                     the Company and the Amended and Restated Notes being
                     delivered on the Effective Date have been duly executed and
                     delivered by the Company and constitute the legal, valid
                     and binding obligations of the Company enforceable against
                     the Company in accordance with their terms except as such
                     enforceability 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);

                           (e) the execution, delivery and performance by the
                     Company of this Second Amendment and the Amended and
                     Restated Notes and by the Guarantors of this Second
                     Amendment (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) 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
                     Section 3(e);

                           (f) except as set forth in Sections 5(d) and (e) and
                     as set forth in the description of the 0.25% restructuring
                     fee contained in Section 2.3 of this Second Amendment and
                     comparable fees as set forth in the separate amendments
                     dated as of the date hereof to each of the Specified
                     Agreements, 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;

                                       12
<PAGE>
                           (g) as of the date hereof and after giving effect to
                     this Second Amendment, no Default or Event of Default has
                     occurred which is continuing; and

                           (h) 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.

         SECTION 4 Reaffirmation of Subsidiary Guarantee Agreement. Each of the
  Guarantors hereby reaffirms each of their obligations under the Subsidiary
  Guarantee Agreement after giving effect to this Second Amendment.

         SECTION 5 Conditions to Effectiveness of this Amendment. Subject to the
  proviso below, this Second Amendment shall be deemed effective as of April 11,
  2003, provided that each and every one of the following conditions shall have
  been satisfied:

                           (a) each Amended and Restated Note or, if requested
                     by any Noteholder, each Allonge shall have been duly
                     executed by the Company and shall have been delivered to
                     the Noteholders or their special counsel;

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

                           (c) the representations and warranties of the Company
                     and the Guarantors set forth in Section 3 hereof are true
                     and correct on and with respect to the date hereof;

                           (d) subject to Section 8.7(b) of the Note Purchase
                     Agreement, the Company shall have paid in cash an amendment
                     fee to each Noteholder in an amount equal to 0.625% of the
                     outstanding principal amount of the Notes (other than the
                     Deferral Fee Notes and Make-Whole Notes) held by such
                     Noteholder (each as calculated on the Second Amendment
                     Effective Date);

                           (e) the Company shall have paid to each Noteholder
                     the aggregate amount of interest, accrued and unpaid up to
                     and including the Second Amendment Effective Date, on the
                     Notes, including, without limitation as a result of the
                     effectiveness of the 0.50% increase in the Series A
                     Applicable Rate effective as of February 27, 2003 pursuant
                     hereto;

                           (f) the Company shall have paid the reasonable fees
                     and expenses of Schiff Hardin & Waite, special counsel to
                     the Noteholders, in connection with the negotiation,
                     preparation, approval, execution and delivery of this
                     Second Amendment;

                           (g) the Noteholders shall have received similar
                     executed amendments to the Specified Agreements in form and
                     substance satisfactory to the Noteholders;

                                       13
<PAGE>

         provided that upon the satisfaction of the foregoing conditions
         precedent, the amendments set forth in this Second Amendment relating
         to the Series A Applicable Rate 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.

         SECTION 6 Consents and Waivers. Upon and by virtue of this Second
  Amendment becoming effective as herein contemplated, the Noteholders hereby
  consent to the amendments specified herein, including the amendment of the
  Specified Agreements, in each case in a manner similar to the amendments
  hereunder.

         SECTION 7 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




<PAGE>




Accepted and Agreed:

                                            THE PRUDENTIAL INSURANCE COMPANY OF
                                            AMERICA

                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------




<PAGE>




Accepted and Agreed:

                                            NATIONWIDE LIFE INSURANCE COMPANY


                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------




<PAGE>




Accepted and Agreed:

                                            WEST COAST LIFE INSURANCE COMPANY


                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------




<PAGE>




Accepted and Agreed:

                                            NATIONWIDE LIFE AND ANNUITY
                                            INSURANCE COMPANY



                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------




<PAGE>




Accepted and Agreed:

                                            GREAT-WEST LIFE & ANNUITY INSURANCE
                                            COMPANY



                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------


                                            By:
                                                 -------------------------------
                                            Name:
                                                   -----------------------------
                                            Title:
                                                    ----------------------------
<PAGE>
                            CONSENT AND REAFFIRMATION

                  Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Second Amendment dated as of April 11, 2003 ("Second
Amendment") to the Amended and Restated Note Purchase Agreement, dated as of
April 12, 2002 and as amended on December 13, 2002 by and among Wabash National
Corporation, a Delaware corporation ("Company"), and the several Noteholders
party to the Note Agreement (collectively, the "Noteholders"). Capitalized terms
used in this Consent and Reaffirmation and not defined herein shall have the
meanings given to them in the Note Purchase Agreement. Without in any way
establishing a course of dealing by the Noteholders, each of the undersigned
consents to the Second Amendment and reaffirms the terms and conditions of the
Guaranty, the Note Purchase Agreement and any other Note Document executed by it
and acknowledges and agrees that such agreement and each and every such Note
Document executed by the undersigned in connection with the Note Purchase
Agreement remains in full force and effect and is hereby reaffirmed, ratified
and confirmed. All references to the Note Purchase Agreement contained in the
above-referenced documents shall be a reference to the Note Purchase Agreement
as so modified by the Second Amendment and as the same may from time to time
hereafter be amended, modified or restated.

Dated:  April 11, 2003

                          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
<PAGE>
                          FTSI DISTRIBUTION COMPANY, L.P.


                          By:      Wabash National Trailer Centers, Inc.,
                                     formerly known as NOAMTC, Inc.,
                                     its general partner


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


                          NATIONAL TRAILER FUNDING, L.L.C.


                          By:      Wabash National Trailer Centers, Inc.,
                                     formerly known as NOAMTC, Inc., its Member


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


                          WABASH NATIONAL TRAILER CENTERS, INC.,
                          formerly known as NOAMTC, Inc.


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


                          WABASH FINANCING LLC


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


                          WABASH NATIONAL L.P.


                          By:      Wabash National Trailer Centers, Inc.,
                                    formerly known as NOAMTC, Inc.,
                                    its general partner


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


<PAGE>
                          WABASH NATIONAL SERVICES, L.P.


                          By:      Wabash National Trailer Centers, Inc.,
                                     formerly known as NOAMTC, Inc.,
                                     its general partner


                             By: _______________________________________________
                                 Christopher A. Black, Authorized Representative


                          WABASH TECHNOLOGY CORP.


                             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
<PAGE>
                                 [FORM OF NOTE]

                              AMENDED AND RESTATED

                           WABASH NATIONAL CORPORATION

         SERIES A ADJUSTING RATE SENIOR SECURED NOTE DUE MARCH 30, 2004

No. [_____]                                                      [Date]
$[_______]                                                       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 rate equal to the Series A Applicable Rate (as defined
below) from the date hereof, payable monthly, on the last Business Day of each
calendar month in each year, commencing with the last Business Day of the
calendar month next succeeding the date hereof, 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) 2.00% over the Series A
Applicable Rate or (ii) 2.00% over the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York from time to time in New York, New
York as its "base" or "prime" rate. As used herein, "Series A Applicable Rate"
means, at any time, the sum of (i) 10.16% per annum plus (ii) the Applicable
Margin (as defined in the Note Purchase Agreement) at such time.

         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 Agreements referred to below.

         This Note is one of a series of Series A Senior Secured Notes (herein
called the "Notes") issued pursuant to separate Amended and Restated Note
Purchase Agreements, each dated as of April 12, 2002 (as from time to time
amended, the "Note Purchase Agreements"), between 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
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements.

This Note is a registered Note and, as provided in the Note Purchase Agreements,
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


                                    EXHIBIT 1
                          (to Note Purchase Agreement)
<PAGE>
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 mandatory and optional prepayment, in whole or
from time to time in part, at the times and on the terms specified in the Note
Purchase Agreements, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
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
Agreements.

         This Note is equally and ratably secured by the Collateral Documents
(as defined in the Note Purchase Agreements). 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 Agreements) 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 Agreements) pursuant to the Note Guaranty (as defined in
the Note Purchase Agreements). 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 OF THE 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:____________________________





                                     E-1-2
<PAGE>
                            [FORM OF MAKE-WHOLE NOTE]

                              AMENDED AND RESTATED

                           WABASH NATIONAL CORPORATION

       SERIES A ADJUSTING RATE SENIOR SECURED PIK NOTE DUE MARCH 30, 2004

No. [_______]                                                    [_____________]
$[__________]                                                    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 [____] Note Accreted
Principal Amount on March 30, 2004. The outstanding principal amount of this
Senior Secured PIK Note shall accrete at the Series A Applicable Rate on a
monthly basis on the last Business Day of each calendar month in each year
commencing with the last Business 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) from January 31, 2003 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 Business Day of any calendar month, the outstanding
principal amount of this Senior Secured PIK Note shall accrete at the Series A
Applicable Rate on a daily basis from the date of the last Business 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 Agreements
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) 2% over the Series A Applicable Rate or (ii) 2% over the rate of interest
publicly announced by Morgan Guaranty 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 [____] Note Accreted
Principal Amount thereof whether or not specifically set forth. As used herein,
"Series A Applicable Rate" means, at any time, the sum of (i) 10.16% per annum
plus (ii) the Applicable Margin (as defined in the Note Purchase Agreement) at
such time.


         "[____] Note Accreted Principal Amount" shall mean with reference to
this Senior Secured PIK Note, as of any date of determination, the sum of (a)
[__________] and (b) the outstanding principal amount of this Senior Secured PIK
Note which shall have been accreted thereon from January 31, 2003 through such
date, such amount shall accrete at the Series A Applicable Rate on a monthly
basis on the last Business Day of each calendar month in each year commencing
with the last Business 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 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

                                   EXHIBIT 2
                          to Note Purchase Agreement)
<PAGE>
on any date other than the last Business Day of any calendar month, the
outstanding principal amount of this Senior Secured PIK Note shall accrete at
the Series A Applicable Rate on a daily basis from the date of the last Business
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 Agreements referred to below.

         This Note is one of the Series A Applicable Rate Senior Secured PIK
Notes, due March 30, 2004 (the "Deferral Fee Notes") of the Company in the
aggregate original principal amount of [_________] which, together with the
Company's Notes and Make-Whole Notes (as each is defined in the Note Purchase
Agreements described below) are hereinafter referred to collectively as the
"Notes", are issued and outstanding pursuant to separate Amended and Restated
Note Purchase Agreements, each dated as of April 12, 2002 (as from time to time
amended, the "Note Purchase Agreements"), between 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
Agreements and (ii) to have made the representation set forth in SECTION 6.2 of
the Note Purchase Agreements.

         This Note is a registered Note and, as provided in the Note Purchase
Agreements, 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 Agreements. 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 Agreements, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the [____] 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 Agreements.

This Note is equally and ratably secured by the Collateral Documents (as defined
in the Note Purchase Agreements). 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




                                     E-2-2
<PAGE>
Notes, the rights of the holders of the Notes, the Collateral Agent (as defined
in the Note Purchase Agreements) in respect of such security and otherwise.

         The payment of all [____] 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 Agreements) pursuant to the Note
Guaranty (as defined in the Note Purchase Agreements). 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:__________________________




                                     E-2-3
<PAGE>
                             [FORM OF PIK GRID NOTE]

                              AMENDED AND RESTATED

                           WABASH NATIONAL CORPORATION

                 SENIOR SECURED PIK GRID NOTE DUE MARCH 30, 2004

No. [____]                                                       [_____________]
                                                                 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 [____] Note Accreted Principal Amount on March 30,
2004. The outstanding principal amount of this Senior Secured PIK Grid Note
shall accrete at the Series A Applicable Rate per annum on a monthly basis on
the last Business Day of each calendar month in each year commencing with the
last Business 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) 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 Business Day of any calendar month, the outstanding
principal amount of this Senior Secured PIK Grid Note shall accrete at the
Series A Applicable Rate per annum on a daily basis from the date of the last
Business 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) 2.00% over the Series A Applicable Rate or (ii)
2.00% over the rate of interest publicly announced by Morgan Guaranty 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 [____] Note Accreted Principal Amount thereof whether
or not specifically set forth. As used herein, "Series A Applicable Rate" means,
at any time, the sum of (i) 10.16% per annum plus (ii) the Applicable Margin (as
defined in the Note Purchase Agreement) at such time.

         "[____] 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 A Notes, 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 A Applicable Rate per annum on a monthly basis on the last
Business Day of each calendar month in each year commencing with the last
Business Day of the calendar month next succeeding the date hereof (computed on
the basis of a year of 360 days and twelve 30-day




                                    EXHIBIT 3
                          (to Note Purchase Agreement)
<PAGE>
months) 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 Business Day of any calendar month, the outstanding
principal amount of this Senior Secured PIK Grid Note shall accrete at the
Series A Applicable Rate per annum on a daily basis from the date of the last
Business 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
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 that certain Amended and Restated Note
Purchase Agreement, dated as of April 12, 2002 (as from time to time amended,
the "Note Purchase Agreement"), between 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.


                                     E-3-2
<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 [____] 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: ______________________________










                                     E-3-3
<PAGE>
                           WABASH NATIONAL CORPORATION
  SCHEDULE OF MAKE-WHOLE AMOUNTS DUE UNDER THE SENIOR SECURED PIK GRID NOTE DUE
                                 MARCH 30, 2004


<TABLE>
<CAPTION>
                                                                                  Total
                                                                                Accreted
                                                                               Principal,
                                    Accreted                     Accreted     Interest and
                      Make-Whole   Principal     Applicable      Interest     Deferral Fee
        Date            Amount       Amount    Interest Rate      Payable       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
</TABLE>




                                     E-2-4
<PAGE>
                             Amended 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")
                  between 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 Event of
                  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.








                                 Exhibit 7/1(b)
                          (to Note Purchase Agreement)
<PAGE>
                                    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:

                  ______________________________________________________________

                  ______________________________________________________________





                                   E-7.1(b)-2
<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]
<PAGE>
Wabash National Corporation
Quarterly Compliance Certificate Worksheet

                             COMPLIANCE CERTIFICATE
          QUARTERLY SCHEDULE OF COMPLIANCE AS OF _______________, 2002
                             (DOLLARS IN THOUSANDS)

A.       EXCESS CASH FLOW (PARAGRAPH 4B(c))

<TABLE>
<S>      <C>      <C>                                                                   <C>
         1.       Actual Amount:
                  a.       Sum of Cash & Cash Equivalents                               $        -
                  b.       Quarterly Average Available Liquidity                        $        -
                                                                                        -----------
                  c.       Total Available Liquidity (a+b)                              $        -
         2.       Projected Amount:
                  a.       Liquidity Amount (Schedule B-19)                             $        -
                  b.       Cash Basket                                                  $     5,000
                                                                                        -----------
                  c.       Total Projected Liquidity Amount (a+b)                       $     5,000

         3.       Cash Flow Available for Debt Paydown (1c -  2c)                       $   (5,000)
</TABLE>

B.       MAXIMUM LEVERAGE VALUATION RATIO (PARAGRAPH 6C(c))

<TABLE>
<S>      <C>      <C>                                                                   <C>
         1.       Actual Amount:
                  a.       Senior Notes
                  b.       Indebtedness under Credit Agreement
                           (excluding L/C Obligations)                                  -----------
                  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.       Leveraged Ratio (c/h)                                              0.00x

         2.       Maximum Permitted Ratio                                                         x
</TABLE>

C.       MAXIMUM CAPITAL EXPENDITURES (PARAGRAPH 6C(f))

<TABLE>
<S>      <C>      <C>                                                                   <C>
         1.       Actual Amount:
                  a.       Capital Expenditures (Fiscal Year-to-Date)                   $        -

         2.       Maximum Annual Allowed Amount                                         $     6,000
</TABLE>

D.       MAXIMUM FINANCE CONTRACTS (PARAGRAPH 6C(g))

<TABLE>
<S>      <C>      <C>                                                                   <C>
         1.       Actual Amount:
                  a.       Finance Contracts (12 mth period 4/12/02-4/11/03)            $        -

         2.       Maximum Annual Allowed Amount                                         $     5,000
</TABLE>
<PAGE>
Wabash National Corporation
Monthly Compliance Certificate Worksheet

                             COMPLIANCE CERTIFICATE
              MONTHLY SCHEDULE OF COMPLIANCE AS OF _________, 2003
                             (DOLLARS IN THOUSANDS)

<TABLE>
<S>      <C>      <C>                                                                   <C>
A.       MINIMUM ROLLING 12 MONTH CONSOLIDATED EBITDA (PARAGRAPH 6C(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.       Other Non-Cash Charges Deducted in Operating Income          $         -
                           (Aggregate Annual Amount not in Excess of $15,000,000)
                  e.       Depreciation Expense Deducted in Operating Income            $         -
                  f.       Amortization Expense Deducted in Operating Income            $         -
                  g.       Interest Income Included in Operating Income                 $         -
                  h.       Total Tax Benefit Included in Operating Income               $         -
                  i.       Consolidated EBITDA (a+b+c+d+e+f-g-h)                        $         -

         2.       Minimum Required Amount                                               $         -
</TABLE>
<PAGE>
Wabash National Corporation
Quarterly Compliance Certificate Worksheet

                             COMPLIANCE CERTIFICATE
             QUARTERLY SCHEDULE OF COMPLIANCE AS OF _________, 2003
                             (DOLLARS IN THOUSANDS)

A.       EXCESS CASH FLOW (PARAGRAPH 4B(c))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:
                  a.       Sum of Cash & Cash Equivalents                       $        -
                  b.       Available Liquidity                                  $        -
                                                                                -----------
                  c.       Total Available Liquidity (a+b)                      $        -

         2.       Deduction                                                     $   50,000

         3.       Gross Excess Cash Flow
                                                                                -----------

         4.       Excess Cash Flow (lesser of $20,000 and item 3)
                                                                                -----------
</TABLE>

B.       MINIMUM CONSOLIDATED TAX ADJUSTED EQUITY (PARAGRAPH 6C(a))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:

                  a.       Consolidated Equity                                  $        -
                  b.       Cumulative Federal, State and Local Income
                           Tax Benefit                                          $        -
                                                                                -----------
                  c.       Consolidated Tax Adjusted Equity(a+b)                $        -

         2.       Minimum Required Amount                                       $        -
</TABLE>

C.       MINIMUM CONSOLIDATED EQUITY (PARAGRAPH 6C(b))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:

                  a.       Consolidated Equity                                  $        -
                  b.       Minimum Required Amount                              $        -
</TABLE>

D.       MAXIMUM LEVERAGE VALUATION RATIO (PARAGRAPH 6C(c))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:
                  a.       Senior Notes                                         $        -
                  b.       Indebtedness under Credit Agreement
                           (excluding L/C Obligations)                          $        -
                                                                                -----------
                  c.       Total Debt (a+b)                                     $        -
                  d.       Cash and Cash Equivalents                            $        -
                  e.       Net Inventory                                        $        -
                  f.       Net Prepaid and Other Expenses                       $        -
</TABLE>


<PAGE>


<TABLE>
<S>      <C>      <C>                                                           <C>
                  g.       Net PP&E                                             $     -
                                                                                -------
                  h.       Total Assets (d+e+f+g)                               $     -
                  i.       Leverage Ratio (c/h)                                        x
                                                                                 ------

         2.       Maximum Permitted Ratio                                              x
                                                                                 ------
</TABLE>

E.       MINIMUM INTEREST COVERAGE RATIO (PARAGRAPH 6C(e))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:
                  a.       Cumulative Consolidated EBITDA                       $     -
                  b.       Cumulative Interest Expense                          $     -
                  c.       Interest Coverage Ratio (a/b)                               x
                                                                                 ------

         2.       Minimum Ratio Allowed                                               -
</TABLE>

F.       MAXIMUM CAPITAL EXPENDITURES (PARAGRAPH 6C(f))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:
                  a.       Capital Expenditures (Fiscal Year-to-Date)           $     -

         2.       Maximum Annual Allowed Amount                                 $ 6,000
</TABLE>

G.       MAXIMUM FINANCE CONTRACTS (PARAGRAPH 6C(g))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:
                  a.       Finance Contracts
                           (12 month period 4/12/02-4/11/03)                    $     -
                           (12 month period 4/12/03-4/11/04)                    $

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

H.       MAXIMUM OTHER UNSECURED INDEBTEDNESS (PARAGRAPH 6B(a)(ix))

<TABLE>
<S>      <C>      <C>                                                           <C>
         1.       Actual Amount:                                                $_______

         2.       Maximum Permitted Amount:                                     $3,000
</TABLE>

I.       SALES OF ASSETS (PARAGRAPH 6B(b) [IF APPLICABLE])

<TABLE>
<S>      <C>      <C>                                                           <C>
         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
</TABLE>
<PAGE>
J.       SALES OF ASSETS BY APEX TRAILER LEASING & RENTALS, L.P. ("APEX")
         (PARAGRAPH 6B(b)(iv))

<TABLE>
<S>      <C>      <C>                                                           <C>
         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:

                  a.       Total Assets of APEX at end of prior fiscal year     $________

                  b.       Intangible assets                                    -________

                  c.       Tangible Assets of APEX at end of prior
                           fiscal year                                         =$________

                                                                                x 0.50

                  d.       Maximum Permitted Amount                            =$_______
</TABLE>

K.       INVESTMENTS (PARAGRAPH 6B(d)(vii))

         For each new Investment pursuant to Paragraph 6B(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:

<TABLE>
<S>               <C>      <C>                                                  <C>
                  a.       Amount of new Investment                             $_______

                  b.       Amount of existing Investments under
                           Paragraph 6B(d)(vii)                                 +_______

                  c.       Total Investments under Paragraph 6B(d)(vii)        =$______

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

L.       LEASES (PARAGRAPH 6B(n))

<TABLE>
<S>      <C>                                                                    <C>
         1.       Actual Amount of Leases:                                      $______

         2.       Maximum Permitted Amount:                                     $3,500
</TABLE>



<PAGE>
                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                  Schedule of Compliance as of __________, ____

                             (Dollars in Thousands)

A.       Sales of Assets

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