Exhibit 10.2
                              AMENDED AND RESTATED
                             STOCKHOLDERS AGREEMENT


                  This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
("Agreement"), dated as of April 24, 2001, is by and among MCII Holdings (USA),
Inc., a Delaware corporation (the "Company"), Joseph Littlejohn & Levy Fund III,
L.P. ("JLL"), CIBC WG Argosy Merchant Fund 2, L.L.C., ("CIBC Argosy"), CIBC WMC,
Inc. ("CIBC WMC"), Co-Investment Merchant Fund 3, LLC ("CMF" and, together with
CIBC Argosy and CIBC WMC, "CIBC"), Coaches, LLC ("Coaches") and Consorcio G
Grupo Dina, S.A. de C.V., a corporation organized under the laws of the United
Mexican States ("Dina").


                               W I T N E S S E T H


                  WHEREAS, JLL, CIBC, and Dina entered into a Stockholders
Agreement dated June 16, 1999 (the "Original Agreement");

                  WHEREAS, JLL transferred certain shares to Coaches and the
parties agreed that Coaches would have certain rights and obligations under the
Original Agreement; and

                  WHEREAS, JLL, CIBC and Dina desire to amend and restate the
Original Agreement upon the terms and subject to the conditions set forth
herein.

                  NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
of which is hereby acknowledged, and intending to be legally bound, the parties
agree as follows:


<PAGE>







                                     ARTICLE

                               Certain Definitions

2.1 Section  Definitions.  For purposes of this  Agreement,  the following terms
shall have the following meanings:

(a) The term "Applicable Percentage" shall mean, with respect to any Preemptive
Rights Stockholder (as hereinafter defined), at the time of any issuance and
sale of Common Stock by the Company, a number equal to the quotient of (i) the
total number of shares of Common Stock held by such Preemptive Rights
Stockholder immediately prior to such issuance and sale, divided by (ii) the
aggregate number of shares of Common Stock outstanding immediately prior to such
issuance and sale.

(b) The term "Business" shall mean the ownership or management of, or investment
in, any business or Person engaged in (a) the designing, manufacturing,
assembling or marketing of coaches of monocoque or unitized construction
configuration or (b) the distribution of replacement parts which are for the use
of intercity coaches or monocoque transit buses.

(c) The term  "Commission"  shall mean the United States Securities and Exchange
Commission or any successor agency.

(d) The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

(e) The term "Initial Public  Offering" shall mean the first Public Offering (as
hereinafter defined) of shares of Common Stock.

(f) The term "Initial Stockholder" shall mean any of JLL, Dina or CIBC.

(g) The term "Permitted Transferee" shall mean, with respect to each Stockholder
(as hereinafter defined) bound by the terms of this Agreement, (i) any
descendant, Affiliate or Associate (each, as defined in Rule 405 of the
Securities Act (as hereinafter defined)) of such Stockholder or any Permitted
Transferee of such Affiliate; (ii) the Company; (iii) in the event of the
dissolution, liquidation or winding up of any such Stockholder that is a
corporation or a partnership, the partners of a partnership that is such
Stockholder, the stockholders of a corporation that is such Stockholder or a
successor partnership all of the partners of which or a successor corporation
all of the stockholders of which are the Persons (as hereinafter defined) who
were the partners of such partnership or the stockholders of such corporation
immediately prior to the dissolution, liquidation or winding up of such
Stockholder; (iv) a transferee by testamentary or intestate disposition; (v) a
transferee by inter vivos transfer to the transferring Person's spouse, children
and/or other lineal descendants; (vi) a trust transferee by inter vivos
transfer, the beneficiaries of which are the transferring Person, spouse,
children and/or other lineal descendants; (vii) a successor nominee or trustee
for the beneficial owner of the Shares (as hereinafter defined) for which such
Person acts as nominee or trustee, as the case may be; or (viii) with respect to
any Initial Stockholder, any other Initial Stockholder.
<PAGE>

(h) The term "Person" shall mean any individual, firm, corporation, partnership,
limited liability company or other entity, and shall include any successor (by
merger or otherwise) of such entity.

(i) The term "Public Offering" shall mean a public offering of equity securities
of the Company pursuant to an effective registration statement under the
Securities Act.

(j) The term "Qualified Stockholder" shall mean Dina so long as it, together
with its Affiliates or Associates (as such terms are defined in Rule 405 of the
Securities Act), owns at least 117,000 Shares.

(k) The term "Registrable Securities" shall mean (i) the Shares and (ii)
additional shares of Common Stock acquired by one or more Stockholders after the
date hereof. As to any particular Registrable Securities, such securities shall
cease to be Registrable Securities when (i) a registration statement registering
such securities under the Securities Act has been declared effective and such
securities have been sold or otherwise transferred by the holder thereof
pursuant to such effective registration statement, (ii) such securities are sold
in accordance with Rule 144 (or any successor provision) promulgated under the
Securities Act or (iii) such securities are transferred under circumstances in
which any legend borne by the certificates for such securities relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is removed by the Company.

(l) The term "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

(m) The term "Shares" shall mean the shares of Common Stock owned by each
Stockholder on the date hereof, as set forth opposite each Stockholder's name on
Annex I hereto, and all shares of Common Stock acquired by any Stockholder after
the date of this Agreement.
<PAGE>

(n) The term "Stockholders" shall mean collectively, JLL, Dina, CIBC Argosy,
CMF, Coaches and each other stockholder of the Company identified on Annex I
hereto, as such annex may be amended from time to time to reflect the addition
of any new stockholder and the transfer of Shares, each as permitted by the
terms of this Agreement.

(o) The term "Transfer" shall mean any voluntary or involuntary attempt to,
directly or indirectly through the transfer of interests in controlled
Affiliates or otherwise, offer, sell, assign, transfer, grant a participation
in, pledge or otherwise dispose of any Shares, or the consummation of any such
transactions, or the soliciting of any offers to purchase or otherwise acquire,
or taking a pledge of, any of the Shares; provided, however, that the transfer
of an interest in any of the Stockholders shall not be deemed to be a transfer.

2.2 Section Other Definitions. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Investment
Agreement, dated as of June 11, 1999, by and among JLL, CIBC and Dina, as
amended.


                                     ARTICLE

3            Representations, Warranties and Covenants

3.1 Section Representations and Warranties of the Company. The Company
represents and warrants to each Stockholder as follows:

(a) Corporate Authority. The Company has full corporate power and authority to
execute, deliver and perform this Agreement;

(b) Due Authorization. This Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms;

(c) No Conflict. The execution, delivery and performance of this Agreement by
the Company do not violate or conflict with or constitute a default under (i)
the Company's certificate of incorporation or by-laws, (ii) any judgment, order
or decree or statute, law, ordinance, rule or regulation of any governmental
entity applicable to the Company or (iii) any material agreement to which the
Company is a party or by which it or its property is bound;

(d) Registration Rights. Except as provided herein, no other party is entitled
to any registration or similar right with respect to any securities of the
Company; and

(e) Voting Agreements. Except as set forth herein, the Company is not aware of
any voting trust, voting agreement or arrangement with respect to any of its
voting securities.

3.2 Section Representations and Warranties of the Stockholders. Each Stockholder
individually represents and warrants to each other Stockholder and the Company
as follows:

(a) Authority. Such Stockholder has full power, capacity and authority to
execute, deliver and perform this Agreement;

(b) Due Authorization. This Agreement has been duly authorized, executed and
delivered by such Stockholder and constitutes a valid and binding obligation of
such Stockholder, enforceable against such Stockholder in accordance with its
terms; and

(c) No Conflict. The execution, delivery and performance of this Agreement by
such Stockholder do not violate or conflict with or constitute a default under
(i) such Stockholder's organizational documents, (ii) any judgment, order or
decree or statute, law, ordinance, rule or regulation of any governmental entity
applicable to such Stockholder or (iii) any material agreement to which such
Stockholder is a party or by which it or its property is bound.
<PAGE>


3.3                        Section  Covenants.

(a) The Company shall use its commercially reasonable efforts to cooperate with
Dina in consummating an exchange with the holders of Dina's convertible
debentures (the "Dina Bondholders") of Shares owned by Dina for such convertible
debentures (the "Dina Exchange"), including providing all publicly filed
information with respect to Motor Coach Industries International, Inc. and its
subsidiaries; provided, however, that in no event shall the Company be required
to make any filings under any applicable securities laws or regulations in
connection with such exchange, including, without limitation, the filing of a
registration statement under the Securities Act; and provided, further, that any
such cooperation shall be at the sole cost and expense of Dina. The Company
further agrees to provide to Dina such other information, as may be reasonably
requested by Dina, in connection with the Dina Exchange; provided, however, that
the Company shall not be obligated to provide such information if, in the
Company's reasonable discretion, public disclosure of such information would
require the Company to make filings under applicable securities laws or
regulations, including, without limitation, the filing of a registration
statement under the Securities Act or the Exchange Act.

<PAGE>


(b) For so long as each of Dina and CIBC are Stockholders, the Company covenants
(i) that it will afford such Stockholder and their respective officers,
employees, financial advisors, legal counsel, accountants, consultants and other
representatives (except to the extent not permitted under applicable law as
advised by counsel to the Company and except as may be limited by any
confidentiality obligations contained in any contract with a third party)
reasonable access during normal business hours during the term of this Agreement
to all of its books and records and its properties and facilities and, during
such period, shall furnish promptly to such of Dina and CIBC that remains a
Stockholder periodic financial and other information provided to the Board and
(ii) to promptly provide to such of Dina and CIBC that remains a Stockholder
copies of all monthly, quarterly and annual financial information prepared for
any directors, creditors or stockholders of the Company. Unless otherwise
required by law, Dina and CIBC each agrees that it shall (i) hold in confidence
all non-public information so acquired and (ii) not use any such information as
the basis for any market transaction in the securities of the Company unless and
until such information is made generally available to the public; provided,
however, that the foregoing shall not apply to any information provided pursuant
to Section 2.03(a).


4                                    ARTICLE

                               Board of Directors

4.1                        Section  Composition.

(a)                                         Members.

(i)      For so long as Dina is a Qualified Stockholder, each party hereto shall
         use its best efforts to cause the Board to consist of six members
         composed as follows: (A) four members shall be designees of JLL (the
         "JLL Designees"), who shall initially be Messrs. Paul Levy, Jeffrey
         Lightcap, Frank Rodriguez and Dean Kehler, (B) one member shall be a
         designee of Dina (the "Dina Designee"), who shall initially be Mr. Juan
         Jaime Petersen and (C) one member shall be the Chief Executive Officer
         of the Company.
<PAGE>

(ii)     Once Dina is no longer a Qualified Stockholder, the Dina Designee shall
         resign from the Board and Dina shall not be entitled to elect any
         members to the Board.

(iii)    Any successor Dina Designee must be reasonably acceptable to JLL and,
         for so long as Dina is a Qualified Stockholder, any successor JLL
         Designee must be reasonably acceptable to Dina.

(b) Removal. No Stockholder shall take any action to cause the removal of any
director designated by any other Stockholder other than "for cause."

(c) Vacancies. If at any time a vacancy is created on the Board by reason of the
death, removal or resignation of any director who was nominated and elected as a
director pursuant to Section 3.01(a) above or this Section 3.01(c), the
Stockholders shall, as soon as practicable, cause their designees on the Board,
to the extent not inconsistent with their fiduciary duties under applicable law,
to elect the individual designated to fill such vacancy or vacancies by JLL or
Dina, as the case may be, to fill such vacancy for the unexpired term of the
director whom such individual is replacing.

(d)                             Voting Agreement.

     (i)  Each Stockholder agrees that, during the term of this Agreement, (A)
          it will be present, in person or represented by proxy, at all
          stockholder meetings of the Company for the election of directors, so
          that all shares of Voting Common Stock beneficially owned by it shall
          be counted for the purpose of determining the presence of a quorum for
          the election of directors at such meetings, and (B) it shall vote, or
          act by consent with respect to, all shares of Voting Common Stock
          beneficially owned by it for the election of the nominees for the
          Board nominated by the Board so long as such nominees consist of
          individuals meeting the requirements of this Section 3.01.

     (ii) Except as specifically set forth in this Section 3.01(e), each
          Stockholder shall be entitled to vote its Shares on all other matters
          as it deems fit.

4.2 Section Supermajority Vote Requirement. For so long as Dina is a Qualified
Stockholder, the following actions shall require the approval of the Dina
Designee:
<PAGE>


(a) any increase or decrease in the number of members constituting the Board;

(b) any amendment or modification of any provision of this Agreement, which
amendment materially and adversely affects Dina;

(c) any amendment or modification of the Amended and Restated Certificate of
Incorporation, which amendment materially and adversely affects Dina, other than
to amend Article IV thereof to increase the authorized shares of capital stock
(which amendment will only require the affirmative vote of a majority of the
members of the Board);

(d) any amendment of the By-Laws of the Company, which materially and adversely
affects Dina;

(e) any transaction with JLL or any of its affiliates with a value in excess of
twenty million dollars, unless such transaction is fair to the Company as
determined by an independent third party selected by the Company with the
consent of Dina, such consent not to be unreasonably withheld or delayed;
provided, however, that in the event that Dina shall withhold consent more than
once with respect to any transaction, the Company shall than have right to
appoint the independent third party without obtaining the consent of Dina; and

(f) any acquisition by the Company or any of its subsidiaries of a business or
assets unrelated to the Business whether by merger, consolidation or other
business combination.

4.3 Section Initial Public Offering. The parties acknowledge and agree that the
provisions of this Article III may not be appropriate following the Initial
Public Offering. Accordingly, JLL and Dina agree to use their reasonable best
efforts to reach an agreement with respect to the appropriate composition of the
Board and supermajority voting requirements following the Initial Public
Offering and amend this Agreement accordingly.


5                                 ARTICLE

6                          Restrictions on Transfer

6.1 Section General Restrictions. Except as expressly permitted by JLL in its
sole discretion (which may be withheld or delayed for any reason or no reason
whatsoever), no Stockholder or any of its respective Permitted Transferees
(other than JLL) may, prior to the fifth anniversary of the date hereof (the
"Restricted Period"), Transfer any Shares except for Transfers (a) to any of
their Permitted Transferees; provided, however, that prior to any Transfer of
Shares, such Permitted Transferee shall agree in writing to take such Shares
subject to, and to comply with, all of the provisions of this Agreement, a copy
of which agreement shall be on file with the Secretary of the Company and shall
include the address of such Permitted Transferee to which notices hereunder


<PAGE>


shall be sent, (b) pursuant to the provisions of Section 4.04 (but only with
respect to Shares Transferred as a Notice Recipient (as defined herein)), (c)
pursuant to any corporate transaction requiring the approval of the holders of a
majority of the shares of Common Stock outstanding and as to which the requisite
approval of the stockholders shall have been obtained or (d) by Dina to the Dina
Bondholders; provided, however, that prior to any Transfer of Shares, (i) such
Dina Bondholders shall agree in writing to take such Shares subject to, and to
comply with, all of the provisions of this Agreement, a copy of which agreement
shall be on file with the Secretary of the Company and shall include the address
of such Dina Bondholders to which notices hereunder shall be sent or (ii) the
Company and JLL shall be satisfied, in their reasonable discretion, that the
Dina Bondholders are taking the Shares subject to, and are obligated to comply
with, the provisions of this Agreement; provided, further, that no Transfer of
Shares to the Dina Bondholders shall be valid if, as a result of the Dina
Exchange, more than 475 Dina Bondholders would become Stockholders. The
foregoing restrictions of this Section 4.01 shall also apply to any transfer of
the Warrant and the Warrant Shares.

6.2 Section Compliance with Securities Laws. Each Stockholder agrees that every
Transfer of its Shares shall comply with all federal, state, local and foreign
securities laws applicable to such transaction. At the request of the Company,
the transferring Stockholder shall deliver to the Company an opinion of counsel,
which counsel and opinion shall be reasonably satisfactory to the Company, to
the effect that the sale, transfer or other disposition satisfies this Section
4.02.

6.3 Section Transfers not in Compliance. In the event of any purported or
attempted Transfer of Shares by a Stockholder that does not comply with this
Agreement, the purported transferee or successor by operation of law shall not
be deemed to be a stockholder of the Company for any purpose and shall not be
entitled to any of the rights of a stockholder, including, without limitation,
the right to vote the Shares or to receive a certificate for the Shares or any
dividends or other distributions on or with respect to the Shares.

6.4 Section Tag-Along Rights. Except as provided below, if, at any time during
the term of this Agreement, either JLL or CIBC proposes to directly or
indirectly Transfer its Shares to a Person (other than Transfers to Permitted
Transferees), including pursuant to a Public Offering, such Stockholder (the
"Transferring Stockholder") shall provide every other Stockholder (the "Notice
Recipients") and the Company with not less than thirty (30) days' prior written
notice (the "Sale Notice") of such proposed Transfer, which notice shall include
all of the terms and conditions of such proposed Transfer and which shall
identify such purchaser; and each Notice Recipient shall have the option,
exercisable by written notice to the Transferring Stockholder within fifteen
(15) days after the receipt of the Sale Notice, to require the Transferring
Stockholder to arrange for such purchaser or purchasers to purchase the same
percentage (the "Percentage") of the Shares then owned by such Notice Recipient
as the ratio of the total number of Shares which are to be Transferred by the
Transferring Stockholder pursuant to the proposed Transfer to the total number
of Shares owned by the Transferring Stockholder immediately prior to such


<PAGE>

Transfer, or any lesser amount of Shares as such Notice Recipient shall desire,
together with the Transferring Stockholder's Shares at the same time as, and
upon the same terms and conditions (including all direct or indirect
consideration or compensation) at which, the Transferring Stockholder sells its
Shares. If a Notice Recipient shall so elect, the Transferring Stockholder
agrees that it shall either (a) arrange for the proposed purchaser or purchasers
to purchase all or a portion (as such Notice Recipient shall specify) of the
same Percentage of the Shares then owned by such Notice Recipient at the same
time as and upon the same terms and conditions at which the Transferring
Stockholder sells its Shares, and provided that if such purchaser or purchasers
shall elect to purchase only such aggregate number of Shares as originally
agreed with the Transferring Stockholder, then the number of Shares to be sold
by the Transferring Stockholder and all Notice Recipients electing to
participate in the proposed Transfer shall be reduced pro rata to such aggregate
number or (b) not effect the proposed Transfer to such purchaser or purchasers.
In the event that a Notice Recipient does not exercise its right to participate
in such Transfer or declines to so participate, the Transferring Stockholder
shall have 120 days from the date of such Sale Notice to consummate the
transaction on the terms set forth therein without being required to provide an
additional Sale Notice to the remaining Stockholders. The provisions of this
Section 4.04 shall not apply to the Transfer of Shares by Dina to the Dina
Bondholders.

6.5                        Section  Drag-Along Rights.

(a) If at any time JLL proposes to directly or indirectly Transfer for value all
or substantially all of its Shares to a Person (other than Transfers to
Permitted Transferees), JLL shall have the right, upon not less than twenty (20)
business' days prior written notice of such proposed sale (the "Purchase
Notice"), which notice shall include all of the material terms and conditions of
such proposed sale and which shall identify such Shares and the proposed
purchaser, to require each other Stockholder to sell to such purchaser that
number of such Shares ("Stockholder Call Shares") equal to the product, rounded
down to the nearest whole number, of (i) a fraction, the numerator of which is
the number of such Shares to be sold by JLL and the denominator of which is the
number of such Shares then owned by JLL, multiplied by (ii) the number of such
Shares then owned by the Stockholder, or any lesser number of such Shares as JLL
shall desire. If JLL shall so elect, JLL shall arrange for such purchaser to
purchase the Stockholder Call Shares at the same time as, and upon the same
terms and conditions (including all direct or indirect consideration or
compensation), at which JLL sells its Shares; provided, however, that the only
representations and warranties that such Stockholders shall be required to make
shall be with respect to due authorization to sell such Stockholder Call Shares
and ownership of such Stockholder Call Shares free of all liens, as the case may
be, and such Stockholders shall not be required to agree to any related covenant
not to compete or similar restriction. Upon receipt of the Purchase Notice, the
Stockholder shall cooperate with JLL and otherwise take, or cause to be taken,
all reasonable actions and do, or cause to be done, all things reasonably
necessary and appropriate to so enter into, consummate and make effective the
sale and purchase of the Stockholder Call Shares, together with JLL's Shares.
Notwithstanding any provision hereof to the contrary, from and after the date on
which JLL consummates a Transfer subject to this Section 4.05 and each
Stockholder receives the consideration for such Stockholder Call Shares
contemplated by the Transfer, (i) the Stockholder shall have no rights of a
stockholder with respect to the Stockholders Call Shares sold and purchased in
such transaction and (ii) the Stockholder shall not seek, nor shall JLL have any
obligation, to enforce any such right with respect to such Stockholder Call
Shares.
<PAGE>

(b) JLL represents and warrants that, as of the date hereof, it does not have
any agreement with a third party to consummate a Transfer.

6.6 Section Non-Compete. In the event of the sale, transfer or disposition
(including by merger or other business combination) of all or a substantial
portion of the Shares or all or substantially all of the Company's assets (a
"Company Sale") is consummated, until the third anniversary of the consummation
of the Company Sale, Dina shall not, directly or indirectly, (a) participate in
the ownership, management, operation or control of, or be connected with or
employed by, or act as a consultant for, or have any financial interest in or
aid or knowingly assist any other Person in the conduct of, any business or
entity which (i) engages in any aspect of the Business, (ii) is contemplating
engaging in such Business or (iii) provides any services that compete with those
services provided by the Company or the Company Subsidiaries, in the case of
(i), (ii) and (iii), anywhere within the Territory or (b) hire any officer or
other employee of the Company or any Company Subsidiary or solicit or direct
anyone else to solicit any officer or other employee of the Company or any
Company Subsidiary (i) to terminate his or her employment or other relationship
with the Company or any Company Subsidiary; or (ii) to seek or accept employment
or other affiliation with any other entity (other than any solicitation directed
at the public in general in publications available to the public in general).

<PAGE>

7                                  ARTICLE

8                            Registration Rights

8.1                        Section  Piggyback Registrations.

(a) Right to Piggyback. Following the Initial Public Offering of the Common
Stock and subject to the provisions of Section 4.01, whenever the Company
proposes to register any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (other than a registration relating to the Company employee benefit plans,
exchange offers by the Company or a merger or acquisition of a business or
assets by the Company including, without limitation, a registration on Form S-4
or Form S-8 or any successor form) (a "Piggyback Registration"), the Company
shall give all Stockholders prompt written notice thereof (but not less than ten
(10) days prior to the filing by the Company with the Commission of any
registration statement with respect thereto). Such notice (a "Piggyback Notice")
shall specify, at a minimum, the number of securities proposed to be registered,
the proposed date of filing of such registration statement with the Commission,
the proposed means of distribution, the proposed managing underwriter or
underwriters (if any and if known), and a good faith estimate by the Company of
the proposed minimum offering price of such securities. Upon the written request
of a Stockholder given within ten (10) business days of such Stockholder's
receipt of the Piggyback Notice (which written request shall specify the number
of Registrable Securities intended to be disposed of by such Stockholder and the
intended method of distribution thereof), the Company shall include, subject to
Section 5.01(b) below, in such registration all Registrable Securities with
respect to which the Company has received such written requests for inclusion.

(b) Priority on Piggyback Registrations. If, in connection with a Piggyback
Registration, any managing underwriter (or, if such Piggyback Registration is
not an underwritten offering, a nationally recognized independent investment
banking firm selected by the Company (and reasonably acceptable to the holders
of a majority of the Registrable Securities sought to be included in such
Piggyback Registration and whose fees and expenses shall be borne solely by the
Company)) advises the Company and the holders of the Registrable Securities to
be included in such Piggyback Registration, that, in its opinion, the inclusion
of all the securities sought to be included in such Piggyback Registration by
the Company, any holders of Registrable Securities seeking to sell such
securities in such Piggyback Registration ("Piggyback Sellers") and any other
proposed sellers, in each case, if any, would adversely affect the marketability
of the securities sought to be sold pursuant thereto, then the Company shall
include in the registration statement applicable to such Piggyback Registration
only such securities as the Company and the Piggyback Sellers are so advised by
such underwriter can be sold without such an effect (the "Maximum Piggyback
Number"), as follows and in the following order of priority:
<PAGE>

(i)      first, such number of securities to be sold by the Company as the
         Company, in its reasonable judgment and acting in good faith and in
         accordance with sound financial practice, shall have determined; and

(ii)     second, if the number of securities to be included under clause (i)
         above is less than the Maximum Piggyback Number, pro rata in proportion
         to the Registrable Securities sought to be registered by all the
         Piggyback Sellers and all other proposed sellers, which, in the
         aggregate, when added to the number of securities to be registered
         under clause (i) above, equals the Maximum Piggyback Number.

(c) Withdrawal by the Company. If, at any time after giving written notice of
its intention to register any of its securities as set forth in this Section
5.01 and prior to the time the registration statement filed in connection with
such registration is declared effective, the Company shall determine for any
reason not to register such securities, the Company may, at its election, give
written notice of such determination to each Stockholder and thereupon shall be
relieved of its obligation to register any Registrable Securities in connection
with such particular withdrawn or abandoned registration (but not from its
obligation to pay the Registration Expenses (as hereinafter defined) in
connection therewith as provided herein).

8.2 Section Withdrawal Rights. Any Stockholder having notified or directed the
Company to include any or all of its Registrable Securities in a registration
statement under the Securities Act shall have the right to withdraw any such
notice or direction with respect to any or all of the Registrable Securities
designated for registration thereby by giving written notice to such effect to
the Company prior to the effective date of such registration statement. In the
event of any such withdrawal, the Company shall not include such Registrable
Securities in the applicable registration and such Registrable Securities shall
continue to be Registrable Securities hereunder. No such withdrawal shall affect
the obligations of the Company with respect to the Registrable Securities not so
withdrawn.

8.3 Section Holdback Agreements. Each Stockholder agrees not to effect any
public sale or distribution (including sales pursuant to Rule 144 under the
Securities Act) of equity securities of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the
ten (10) day period prior to the date which the Company has notified the
Stockholders that it intends to commence a Public Offering through the 180-day
period immediately following the effective date of any Piggyback Registration
(in each case, except as part of such registration), or, in each case, if later,
the date of any underwriting agreement with respect thereto; provided, however,
that the Stockholders shall not be obligated to comply with this Section 5.03 on
more than one (1) occasion in any nine (9) month period.
<PAGE>

8.4                        Section  Registration Procedures.

(a) Whenever the Stockholders have requested that any Registrable Securities be
registered pursuant to this Agreement, the Company (subject to its right to
withdraw such registration as contemplated by Section 5.01(c)) shall use its
best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof and, in
connection therewith, the Company shall as expeditiously as possible:

     (i)  prepare and file with the Commission a registration statement with
          respect to such Registrable Securities on any form for which the
          Company then qualifies and is available for the sale of Registrable
          Securities to be registered thereunder in accordance with the intended
          method of distribution and use its best efforts to cause such
          registration statement to become effective within ninety (90) days of
          the date of the Piggyback Notice;

     (ii) prepare and file with the Commission such amendments and supplements
          to such registration statement and the prospectus used in connection
          therewith as may be necessary to keep such registration statement
          effective for a continuous period of not less than ninety (90) days
          (or, if earlier, until all Registrable Securities included in such
          registration statement have been sold thereunder in accordance with
          the manner of distribution set forth therein) and comply with the
          provisions of the Securities Act with respect to the disposition of
          all securities covered by such registration statement during such
          period in accordance with the intended methods of disposition by the
          sellers thereof as set forth in such registration statement
          (including, without limitation, by incorporating in a prospectus
          supplement or post-effective amendment, at the request of a seller of
          Registrable Securities, the terms of the sale of such Registrable
          Securities);

     (iii) promptly (A) notify each seller of Registrable Securities of each of
          (1) the filing and effectiveness of the registration statement and
          prospectus and any amendment or supplements thereto, (2) the receipt
          of any comments from the Commission or any state securities law
          authorities or any other governmental authorities with respect to any
          such registration statement or prospectus or any amendments or
          supplements thereto and (3) any oral or written stop order with
          respect to such registration, any suspension of the registration or
          qualification of the sale of such Registrable Securities in any
          jurisdiction or any initiation or threatening of any proceedings with
          respect to any of the foregoing and (B) use its best efforts to obtain
          the withdrawal of any order suspending the registration or
          qualification (or the effectiveness thereof) or suspending or
          preventing the use of any related prospectus in any jurisdiction with
          respect thereto;
<PAGE>

     (iv) furnish to each seller of Registrable Securities, the underwriters and
          the sales or placement agent, if any, and counsel for each of the
          foregoing, a conformed copy of such registration statement and each
          amendment and supplement thereto (in each case, including all exhibits
          thereto and documents incorporated by reference therein) and such
          additional number of copies of such registration statement, each
          amendment and supplement thereto (in such case without such exhibits
          and documents), the prospectus (including each preliminary prospectus)
          included in such registration statement and prospectus supplements and
          all exhibits thereto and documents incorporated by reference therein
          and such other documents as such seller, underwriter, agent or counsel
          may reasonably request in order to facilitate the disposition of the
          Registrable Securities owned by such Seller;

     (v)  if requested by the managing underwriter or underwriters of any
          registration, subject to approval of counsel to the Company in its
          reasonable judgment, promptly incorporate in a prospectus, supplement
          or post-effective amendment to the registration statement such
          information concerning underwriters and the plan of distribution of
          the Registrable Securities as such managing underwriter or
          underwriters or such holders reasonably shall furnish to the Company
          in writing and request be included therein, including, without
          limitation, with respect to the number of Registrable Securities being
          sold by such holders to such underwriter or underwriters, the purchase
          price being paid therefor by such underwriter or underwriters and with
          respect to any other terms of the underwritten offering of the
          Registrable Securities to be sold in such offering; and make all
          required filings of such prospectus, supplement or post-effective
          amendment as soon as possible after being notified of the matters to
          be incorporated in such prospectus, supplement or post-effective
          amendment;

     (vi) use its best efforts to register or qualify such Registrable
          Securities under such securities or "blue sky" laws of such
          jurisdictions as the holders of a majority of Registrable Securities
          sought to be registered reasonably request and do any and all other
          acts and things which may be reasonably necessary or advisable to
          enable the holders of a majority of Registrable Securities sought to
          be registered to consummate the disposition in such jurisdictions of

<PAGE>

          the Registrable Securities owned by such holders and keep such
          registration or qualification in effect for so long as the
          registration statement remains effective under the Securities Act;
          provided that the Company shall not be required to (A) qualify
          generally to do business in any jurisdiction where it would not
          otherwise be required to qualify but for this paragraph, (B) subject
          itself to taxation in any such jurisdiction where it would not
          otherwise be subject to taxation but for this paragraph or (C) consent
          to the general service of process in any jurisdiction where it would
          not otherwise be subject to general service of process but for this
          paragraph;

     (vii) notify each seller of such Registrable Securities, at any time when a
          prospectus relating thereto is required to be delivered under the
          Securities Act, upon the discovery that, or of the happening of any
          event as a result of which, the registration statement covering such
          Registrable Securities, as then in effect, contains an untrue
          statement of a material fact or omits to state any material fact
          required to be stated therein or any fact necessary to make the
          statements therein not misleading, and promptly prepare and furnish to
          each such seller a supplement or amendment to the prospectus contained
          in such registration statement so that such registration statement
          shall not, and such prospectus as thereafter delivered to the
          purchasers of such Registrable Securities shall not, contain an untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or any fact necessary to make the
          statements therein not misleading;

   (viii) cause all such Registrable Securities to be listed on any securities
          exchange or established over-the-counter market on which or through
          which similar securities of the Company are listed or traded and, if
          not so listed or traded, to be listed on the National Association of
          Securities Dealers automated quotation system ("Nasdaq") and if listed
          on Nasdaq, use its reasonable efforts to secure designation of all
          such Registrable Securities covered by such registration statement as
          a Nasdaq "national market system security" within the meaning of Rule
          11Aa2-1 under the Exchange Act or, failing that, to secure Nasdaq
          authorization for such Registrable Securities;

<PAGE>


     (ix) make available for inspection by any seller of Registrable Securities,
          any underwriter participating in any disposition pursuant to such
          registration statement, and any attorney, accountant or other agent
          retained by any such seller or underwriter all financial and other
          records, pertinent corporate documents and properties of the Company,
          and cause the Company's officers, directors, employees, attorneys and
          independent accountants to supply all information reasonably requested
          by any such sellers, underwriters, attorneys, accountants or agents in
          connection with such registration statement. Information which the
          Company determines, in good faith, to be confidential shall not be
          disclosed by such persons unless (A) the disclosure of such
          information is necessary to avoid or correct a misstatement or
          omission in such registration statement, or (B) the release of such
          information is ordered pursuant to a subpoena or other order from a
          court of competent jurisdiction. Each seller of Registrable Securities
          agrees, on its own behalf and on behalf of all its underwriters,
          accountants, attorneys and agents, that the information obtained by it
          as a result of such inspections shall be deemed confidential and shall
          not be used by it as the basis for any market transactions in the
          securities of the Company unless and until such is made generally
          available to the public. Each seller of Registrable Securities further
          agrees, on its own behalf and on behalf of all its underwriters,
          accountants, attorneys and agents, that it will, upon learning that
          disclosure of such information is sought in a court of competent
          jurisdiction, give notice to the Company and allow the Company, at its
          expense, to undertake appropriate action to prevent disclosure of the
          information deemed confidential;

     (x)  use its best efforts to comply with all applicable laws related to
          such registration statement and offering and sale of securities and
          all applicable rules and regulations of governmental authorities in
          connection therewith (including, without limitation, the Securities
          Act and the Exchange Act) and make generally available to its security
          holders as soon as practicable (but in any event not later than
          fifteen (15) months after the effectiveness of such registration
          statement) an earnings statement of the Company and its subsidiaries
          complying with Section 11(a) of the Securities Act;


<PAGE>

(xi)     permit any Stockholder, which Stockholder, in its sole and exclusive
         judgment, might be deemed to be an underwriter or controlling person of
         the Company, to participate in the preparation of such registration
         statement and to require the insertion therein of material, furnished
         to the Company in writing, which in the reasonable judgment of such
         holder and such holder's counsel should be included;

    (xii) use reasonable best efforts to furnish to each seller of Registrable
          Securities a signed counterpart of (A) an opinion of counsel for the
          Company and (B) a "comfort" letter signed by the independent public
          accountants who have certified the Company's financial statements
          included or incorporated by reference in such registration statement,
          covering such matters with respect to such registration statement and,
          in the case of the accountants' comfort letter, with respect to events
          subsequent to the date of such financial statements, as are
          customarily covered in opinions of issuer's counsel and in
          accountants' comfort letters delivered to the underwriters in
          underwritten public offerings of securities for the account of, or on
          behalf of, an issuer of common stock, such opinion and comfort letters
          to be dated the date such opinions and comfort letters are customarily
          dated in such transactions, and covering in the case of such legal
          opinion, such other legal matters and, in the case of such comfort
          letter, such other financial matters, as the holders of a majority of
          the Registrable Securities being sold may reasonably request; and

  (xiii) take all such other actions as the holders of a majority of the
         Registrable Securities being sold or the underwriters, if any,
         reasonably request in order to expedite or facilitate the disposition
         of such Registrable Securities.

(b) Underwriting. Without limiting any of the foregoing, in the event that the
offering of Registrable Securities is to be made by or through an underwriter,
the Company shall enter into an underwriting agreement with a managing
underwriter or underwriters containing representations, warranties, indemnities
and agreements customarily included (but not inconsistent with the agreements
contained herein) by an issuer of common stock in underwriting agreements with
respect to offerings of common stock for the account of, or on behalf of, such
issuers. In connection with the sale of Registrable Securities hereunder, any
seller of such Registrable Securities may, at its option, require that any and
all representations and warranties by, and indemnities and agreements of, the
Company to or for the benefit of such underwriter or underwriters (or which
would be made to or for the benefit of such an underwriter or underwriters if
such sale of Registrable Securities were pursuant to a customary underwritten
offering) be made to and for the benefit of such seller and that any or all of
the conditions precedent to the obligations of such underwriter or underwriters
(or which would be so for the benefit of such underwriter or underwriters under
a customary underwriting agreement) be conditions precedent to the obligations
of such seller in connection with the disposition of its securities pursuant to
the terms hereof. In connection with any offering of Registrable Securities
registered pursuant to this Agreement, the Company shall (i) furnish to the
underwriter, if any (or, if no underwriter, the sellers of such Registrable
Securities), unlegended certificates representing ownership of the Registrable
Securities being sold, in such denominations as requested and (ii) instruct any
transfer agent and registrar of the Registrable Securities to release any stop
transfer order with respect thereto.
<PAGE>

(c) Return of Prospectuses. Each seller of Registrable Securities hereunder
agrees that upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 5.04(a)(vii), such seller shall forthwith
discontinue such seller's disposition of Registrable Securities pursuant to the
applicable registration statement and prospectus relating thereto until such
seller's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 5.04(a)(vii) and, if so directed by the Company, deliver
to the Company all copies, other than permanent file copies, then in such
seller's possession of the prospectus current at the time of receipt of such
notice relating to such Registrable Securities. In the event the Company shall
give such notice, the ninety (90) day period during which such registration
statement must remain effective pursuant to this Agreement shall be extended by
the number of days during the period from the date of giving of a notice
regarding the happening of an event of the kind described in Section
5.04(a)(vii) to the date when all such sellers shall receive such a supplemented
or amended prospectus and such prospectus shall have been filed with the
Commission.

8.5 Section Registration Expenses. All expenses incident to the Company's
performance of, or compliance with, its obligations under this Agreement
including, without limitation, all registration and filing fees, all fees and
expenses of compliance with securities and "blue sky" laws (including, without
limitation, the fees and expenses of counsel for underwriters or placement or
sales agents in connection therewith), all printing and copying expenses, all
messenger and delivery expenses, all fees and expenses of underwriters and sales
and placement agents in connection therewith, all fees and expenses of the
Company's independent certified public accountants and counsel (including,
without limitation, with respect to "comfort" letters and opinions)
(collectively, the "Registration Expenses") shall be borne by the Company;
provided, however, that all incremental costs resulting from applicable federal
and blue sky registration and filing fees, National Association of Securities
Dealers filing fees, and underwriting discounts and commissions allocable to
each Stockholder selling Registrable Securities shall be borne by such
Stockholder. The Company shall be responsible for the fees and expenses of one
legal counsel retained by the holders of a majority of the Registrable
Securities included in such registration. Notwithstanding the foregoing, the
Company shall not be responsible for the fees and expenses of any additional
counsel, or any of the accountants, agents or experts retained by the
Stockholders in connection with the sale of Registrable Securities. The Company
will pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties,
the expense of any annual audit and the expense of any liability insurance)
(collectively, "Internal Expenses") and the expenses and fees for listing the
securities to be registered on each securities exchange and included in each
established over-the-counter market on which similar securities issued by the
Company are then listed or traded or for listing on Nasdaq.
<PAGE>


8.6                        Section  Indemnification.

(a) By the Company. The Company agrees to indemnify, to the fullest extent
permitted by law, each holder of Registrable Securities being sold, its
officers, directors, employees and agents and each Person who controls (within
the meaning of the Securities Act) such holder or such other indemnified Person
against all losses, claims, damages, liabilities and expenses (collectively, the
"Losses") caused by, resulting from or relating to any untrue or alleged untrue
statement of material fact contained in any registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
a fact necessary to make the statements therein not misleading, except insofar
as the same are caused by or contained in any information furnished to the
Company by or on behalf of such holder expressly for use therein or by such
holder's failure to deliver a copy of the registration statement or prospectus
or any amendments or supplements thereto after the Company has furnished such
holder with a sufficient number of copies of the same. In connection with an
underwritten offering and without limiting any of the Company's other
obligations under this Agreement, the Company shall indemnify such underwriters,
their officers, directors, employees and agents and each Person who controls
(within the meaning of the Securities Act) such underwriters or such other
indemnified Person to the same extent as provided above with respect to the
indemnification of the holders of Registrable Securities being sold.

(b) By Stockholders. In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish
to the Company in writing information regarding such holder's ownership of
Registrable Securities and its intended method of distribution thereof and, to
the extent permitted by law, shall indemnify the Company, its directors,
officers, employees and agents and each Person who controls (within the meaning
of the Securities Act) the Company or such other indemnified Person against all
Losses caused by, resulting from or relating to any untrue or alleged untrue
statement of material fact contained in the registration statement, prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent
that such untrue statement or omission is caused by or contained in such
information so furnished in writing by or on behalf of such holder; provided,

<PAGE>


however, that each holder's obligation to indemnify the Company hereunder shall
be apportioned between each holder based upon the net amount received by each
holder from the sale of Registrable Securities, as compared to the total net
amount received by all of the holders of Registrable Securities sold pursuant to
such registration statement, no such holder being liable to the Company in
excess of such apportionment.

(c) Notice. Any Person entitled to indemnification hereunder shall give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification; provided, however, that the failure to give such notice
shall not release the indemnifying party from its obligation, except to the
extent that the indemnifying party has been materially prejudiced by such
failure to provide such notice.

(d) Defense of Actions. In any case in which any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not (so long as it shall continue to have the right to
defend, contest, litigate and settle the matter in question in accordance with
this paragraph) be liable to such indemnified party hereunder for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, supervision
and monitoring (unless such indemnified party reasonably objects to such
assumption on the grounds that there may be defenses available to it which are
different from or in addition to the defenses available to such indemnifying
party, in which event the indemnified party shall be reimbursed by the
indemnifying party for the expenses incurred in connection with retaining
separate legal counsel). An indemnifying party shall not be liable for any
settlement of an action or claim effected without its consent. The indemnifying
party shall lose its right to defend, contest, litigate and settle a matter if
it shall fail to diligently contest such matter (except to the extent settled in
accordance with the next following sentence). No matter shall be settled by an
indemnifying party without the consent of the indemnified party (which consent
shall not be unreasonably withheld).
<PAGE>


(e) Survival. The indemnification provided for under this Agreement shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified Person and will survive the transfer of the Registrable
Securities and the termination of this Agreement.

(f) Contribution. If recovery is not available under the foregoing
indemnification provisions for any reason or reasons other than as specified
therein, any Person who would otherwise be entitled to indemnification by the
terms thereof shall nevertheless be entitled to contribution with respect to any
Losses with respect to which such Person would be entitled to such
indemnification but for such reason or reasons. In determining the amount of
contribution to which the respective Persons are entitled, there shall be
considered the Persons' relative knowledge and access to information concerning
the matter with respect to which the claim was asserted, the opportunity to
correct and prevent any statement or omission, and other equitable
considerations appropriate under the circumstances. It is hereby agreed that it
would not necessarily be equitable if the amount of such contribution were
determined by pro rata or per capita allocation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not found guilty of
such fraudulent misrepresentation. Notwithstanding the foregoing, no Stockholder
shall be required to make a contribution in excess of the net amount received by
such holder from the sale of Registrable Securities.


9                                 ARTICLE

10                           Preemptive Rights

10.1                       Section  Preemptive Rights.

(a) If, at any time during the term of this Agreement and prior to the
consummation of the Initial Public Offering, the Company proposes to issue and
sell shares of Common Stock to any Person (other than pursuant to the Stock
Option Plan), Dina, JLL, Coaches and CIBC (each, a "Preemptive Rights
Stockholder" and collectively, the "Preemptive Rights Stockholders") shall have
the right to purchase from the Company (at the same price per share paid by the
Investors pursuant to the Investment) a number of shares of Common Stock equal
to such Preemptive Rights Stockholders' Applicable Percentage of the total
number of shares of Common Stock proposed to be issued and sold by the Company.
Each Stockholder hereby agrees that the Company may undertake one or more
issuances of Common Stock at the price of $204.918 per share, subject to the
Preemptive Rights Stockholders' rights under this Section 6.01. Each Stockholder
further hereby acknowledges and agrees that the payment of $204.918 per share
shall be conclusive and binding as evidence of the fair market value of the
Common Stock at such time. The per share price of $204.918 established by this
Section 6.01(a) shall be subject to the provisions of Section 7.13 hereof.
<PAGE>


(b) If the Company proposes to issue and sell shares of Common Stock, it shall
give each Preemptive Rights Stockholder written notice of such issuance,
describing the price and terms upon which the Company intends to issue the same,
the total number of shares to be sold and the amount of Common Stock eligible to
be purchased by each Preemptive Rights Stockholder pursuant to Section 6.01(a)
above. Any revision of the terms of such intended issuance shall require
renotification to the Preemptive Rights Stockholders and a restarting of the ten
(10) business day period provided in Section 6.01(c) below.

(c) Upon receipt by each Preemptive Rights Stockholder of the written notice of
the Company pursuant to Section 6.01(b) above, each Preemptive Rights
Stockholder shall have ten (10) business days during which to exercise its right
to purchase its proportionate share of Common Stock for the price and upon the
terms specified in the aforesaid notice at the price set forth in Section
6.01(a) above. If any Preemptive Rights Stockholder fails to notify the Company
of its exercise of the rights granted by this Section 6.01 within such ten (10)
business day period, such Preemptive Rights Stockholder shall have no further
rights with regard to the purchase of any shares of Common Stock at such price
and upon the terms specified in the notice to such Preemptive Rights
Stockholder, subject to Section 6.01(d) below.

(d) If the Company has not sold the shares of Common Stock included in the
notice issued pursuant to Section 6.01(b) above within sixty (60) days following
the expiration of the ten (10) business day period referred to above, the
Company shall not thereafter issue or sell any shares of Common Stock without
also offering the same to the Preemptive Rights Stockholders in the manner
provided above.

(e) Each share of Common Stock issued and sold to a Preemptive Rights
Stockholder pursuant to the rights set forth in this Section 6.01 shall be
subject to this Agreement and each certificate representing such shares of
Common Stock shall bear substantially the legend set forth in Section 7.01
hereof.

<PAGE>

11                               ARTICLE

12                             Miscellaneous

12.1 Section Legends. Each of the Stockholders agrees that substantially the
following legend shall be placed on the certificates representing any Shares
owned by them:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE
         TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
         DISPOSED OF ("TRANSFERRED") EXCEPT PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION
         THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
         TO THE TERMS OF THE STOCKHOLDERS AGREEMENT DATED AS OF APRIL 24, 2001
         AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE
         PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDERS
         AGREEMENT IS ON FILE WITH THE SECRETARY OF MCII HOLDINGS (USA), INC.
         AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE
         HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES
         TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.

From and after the date of this Agreement, any reference in any legend on any
certificate representing any Shares to the Stockholders Agreement shall be
deemed for all purposes to refer to this Agreement.

12.2 Section Specific Performance. Each of the Stockholders acknowledges and
agrees that in the event of any breach of this Agreement, the non-breaching
party or parties would be irreparably harmed and could not be made whole by
monetary damages. The Stockholders hereby agree that in addition to any other
remedy to which they may be entitled at law or in equity, they shall be entitled
to compel specific performance of this Agreement in any action instituted in any
court of the United States or any state thereof having subject matter
jurisdiction for such action.

12.3 Section Headings. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning o construction of any
provisions hereof.

12.4 Section Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties hereto with respect to the subject matter
contained herein, and there are no restrictions, promises, representations,
warranties, covenants, conditions or undertakings with respect to the subject
matter hereof, other than those expressly set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings between the parties
hereto with respect to the subject matter hereof.
<PAGE>


12.5 Section Proxy. For so long as this Agreement is in effect, if any
Stockholder fails or refuses to vote that Stockholder's Shares pursuant to this
Agreement, then, without further action by such Stockholder, the other
Stockholder shall have an irrevocable proxy coupled with an interest to vote
such Stockholder's Shares in accordance with this Agreement, and each
Stockholder hereby grants to the other Stockholder such irrevocable proxy
coupled with an interest.

12.6 Section Notices. All notices and other communications hereunder shall be in
writing and shall be delivered personally or by next-day courier or telecopied,
with confirmation of receipt, to the parties at the addresses specified below
(or at such other address for a party as shall be specified by like notice;
provided that notices of change of address shall be effective only upon receipt
thereof). Any such notice shall be effective upon receipt, if personally
delivered or telecopied, or one day after delivery to a courier for next-day
delivery.

                  If to the Company, to:

                  MCII Holdings (USA), Inc.
                  c/o Motor Coach Industries International, Inc.
                  1700 East Golf Road
                  Schaumburg, Illinois  60173
                  Attention:  Timothy J. Nalepka, Esquire
                  Facsimile:  (847) 285-2095

                  If to JLL, to:

                           Joseph Littlejohn & Levy Fund III LP
                  450 Lexington Avenue, Suite 3350
                  New York, New York  10017
                  Attention:  Mr. Jeffrey C. Lightcap
                  Facsimile:  (212) 286-8626

                  with a copy to:

                  Skadden, Arps, Slate, Meagher & Flom LLP
                  One Rodney Square
                  Wilmington, Delaware  19801
                  Attention:  Robert B. Pincus, Esquire
                  Facsimile:  (302) 651-3001
<PAGE>

                  If to CIBC Argosy, CIBC WMC or CMF, to:

                  c/o CIBC World Markets Corp.
                  425 Lexington Avenue
                  New York, New York  10017
                  Attention:  Stephen A. Flyer, Esquire
                  Facsimile:  (212) 885-4946

                  with a copy to:

                  Cahill Gordon & Reindel
                  80 Pine Street
                  New York, New York  10005-1702
                  Attention:  Roger Meltzer, Esquire
                  Facsimile:  (212) 269-5420

                  If to Dina, to:

                  Consorcio G Grupo Dina, S.A. de C.V.
                  Tlacoquemecatl No. 41
                  Colonia Del Valle
                  03100, Mexico D.F., Mexico
                  Attention:  Mr. Gamaliel Garcia Cortes
                  Facsimile:  011-525-420-3977

                  with a copy to:

                  Gibson, Dunn & Crutcher
                  200 Park Avenue
                  New York, New York 10166
                  Attention: Blake T. Franklin, Esq.
                  Facsimile:  (212) 351-4035

12.7 Section Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
the principles and conflicts of law thereof. THE PARTIES HERETO WAIVE THEIR
RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER; ALL SUCH DISPUTES
SHALL BE SETTLED BY BINDING ARBITRATION PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION IN NEW YORK, NEW YORK AND THE ORDER OF SUCH ARBITRATORS
SHALL BE FINAL AND BINDING ON ALL PARTIES HERETO AND MAY BE ENTERED AS A
JUDGMENT IN A COURT HAVING JURISDICTION OVER THE PARTIES. Each Stockholder
hereby agrees and consents to the jurisdiction of the Chancery Court of and for
New Castle County, Delaware (the "Court"). Dina hereby irrevocably consents to
the service of any and all process in any such suit, action or proceeding by the
delivery of such process to such party at the address and in the manner provided
in Section 7.06. Dina has appointed The Corporation Trust Company, 1209 Orange
Street, Wilmington, Delaware 19801, as its authorized agent (the "Dina
Authorized Agent") upon which process may be served in any suit, action or
proceeding based on this Agreement which may be instituted in any Court, by any
Stockholder or the Company, and Dina expressly accepts the jurisdiction of any

<PAGE>

such Court in respect of any such suit, action or proceeding. Such appointment
shall be irrevocable. Dina represents and warrants that the Dina Authorized
Agent has agreed to act as said agent, respectively, for service of process, and
Dina agrees to take any and all action, including the filing of any and all
documents and instruments, which may be necessary to continue such appointment
in full force and effect. Service of process upon the Dina Authorized Agent and
written notice of such service to Dina shall be deemed, in every respect,
effective service of process upon Dina.

12.8 Section Severability. The invalidity, illegality or unenforceability of one
or more of the provisions of this Agreement in any jurisdiction shall not affect
the validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this Agreement,
including any such provision, in any other jurisdiction, it being intended that
all rights and obligations of the parties hereunder shall be enforceable to the
fullest extent permitted by law.

12.9 Section Successors; Assigns. The provisions of this Agreement shall be
binding upon the parties hereto and their respective heirs, successors and
permitted assigns. Neither this Agreement nor the rights or obligations of any
Stockholder hereunder may be assigned, except in connection with the transfer by
a Stockholder of shares of Common Stock to a Permitted Transferee. Any such
attempted assignment in contravention of this Agreement shall be void and of no
effect.

12.10 Section Amendments. This Agreement may not be amended, modified or
supplemented unless such modification is in writing and signed by the Company
and Stockholders owning at least 662/3% of the outstanding Shares as of the date
hereof; provided, however, that no such amendment shall be effective against any
party that does not consent to such amendment, if such party would be materially
and adversely affected thereby.

12.11 Section Waiver. Any waiver (express or implied) of any default or breach
of this Agreement shall not constitute a waiver of any other or subsequent
default or breach.

12.12 Section Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same agreement.

12.13 Section Recapitalization. In the event that any capital stock or other
securities are issued with respect to, in exchange for or in substitution of any

<PAGE>

shares of Common Stock (other than upon the conversion thereof) by reason of any
reorganization, recapitalization, reclassification, merger, consolidation,
spin-off, partial or complete liquidation, stock dividend, split-up, sale of
assets, distribution to stockholders or combination of the shares of Common
Stock (other than upon the conversion thereof) or any other change in the
Company's capital structure, appropriate adjustments shall be made to the terms
hereof if necessary to fairly and equitably preserve the original rights and
obligations of the parties hereto under this Agreement.

12.14 Section Termination. Unless earlier terminated, this Agreement shall
terminate on the fifth anniversary of the date hereof; provided, however, that
the provisions of Article V shall survive any such termination.


                            [SIGNATURE PAGES FOLLOW]


<PAGE>








                  IN WITNESS WHEREOF, the undersigned hereby agree to be bound
by the terms and provisions of this Amended and Restated Stockholders Agreement
as of the date first above written.

                                  MCII HOLDINGS (USA), INC.


                                  By:      ___________________________________

                                           Name:

                                           Title:


                                  JOSEPH LITTLEJOHN & LEVY FUND III, L.P.

                                  By:  JLL ASSOCIATES III, LLC,
                                          its General Partner


                                  By:      ___________________________________

                                           Managing Member







                                  CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.


                                  By:   ___________________________________
                                        Stephen A. Flyer, authorized signatory


                                  CO-INVESTMENT MERCHANT FUND 3, LLC


                                  By:   ___________________________________
                                        Stephen A. Flyer, authorized signatory
<PAGE>


                                  CIBC WMC, Inc.


                                  By:      ____________________________________


                                  COACHES, LLC






                                  By: JOSEPH LITTLEJOHN & LEVY FUND III, L.P.

                                  By:  JLL ASSOCIATES III, LLC,
                                          its General Partner


                                  By:      ___________________________________

                                           Managing Member


                                  CONSORCIO G GRUPO DINA, S.A. de C.V.


                                  By:      ___________________________________

                                  Name:

                                  Title:






<PAGE>



                                                                         Annex I


                                                              Shares of
                Name of                                     Common Stock
              Stockholder                                      Owned (#)
              -----------                                     ---------

Joseph Littlejohn & Levy Fund III, L.P.                      794,617.9

             Coaches, LLC                                     11,340.5

 Consorcio G Grupo Dina, S.A. de C.V.                          302,250

 CIBC WG ArgosyMerchant Fund 2, L.L.C.                      89,712.141

   Co-InvestmentMerchant Fund 3, LLC                         9,967.461

            CIBC WMC, Inc.                                     34,8921

     Estate of Rafael Gomez Flores                                ___2

          C. Roberto Cordaro                                       488









-------------------
1        Includes shares of Nonvoting Common Stock.


2        Mr. Gomez Flores has been granted option to purchase an aggregate
         214,285 shares of Common Stock pursuant to the Stock Option Plan which
         options were transferred to his estate upon his death.