<PAGE>
                                                                   Exhibit 10.25

                                                              MW&E DRAFT 4/12/02
================================================================================


                           WABASH NATIONAL CORPORATION

                                       Re:

     $22,000,000 10.41% Senior Secured Notes, Series C, due March 30, 2004,
    $9,000,000 10.56% Senior Secured Notes, Series D, due December 17, 2004,
      $3,000,000 10.61% Senior Secured Notes, Series E, due March 13, 2005,
    $13,000,000 10.72% Senior Secured Notes, Series F, due December 17, 2006,
    $20,000,000 10.78% Senior Secured Notes, Series G, due December 30, 2008

                                       and

    $25,000,000 10.80% Senior Secured Notes, Series H, due December 17, 2008




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


                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

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



                           Dated as of April 12, 2002

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



<PAGE>

                                TABLE OF CONTENTS

                          (Not a part of the Agreement)

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                <C>
Section 1.        Amendment and Restatement; Guaranties; Security................................................7

         Section 1.1.      Amendment and Restatement of Note Purchase Agreements and Notes.......................7

         Section 1.2.      Guaranty..............................................................................8

         Section 1.3.      Security for the Notes and Note Guaranty..............................................9

         Section 1.4.      Intercreditor Agreement...............................................................9

Section 2.        Issuance and Exchange of Notes.................................................................9

Section 3.        Closing........................................................................................9

Section 4.        Conditions to Closing..........................................................................9

         Section 4.1.      Representations and Warranties........................................................9

         Section 4.2.      Performance; No Default...............................................................9

         Section 4.3.      Compliance Certificates..............................................................10

         Section 4.4.      Opinions of Counsel..................................................................10

         Section 4.5.      Purchase Permitted By Applicable Law, etc............................................10

         Section 4.6.      Exchange of Other Notes..............................................................10

         Section 4.7.      Payment of Special Counsel Fees......................................................10

         Section 4.8.      Private Placement Number.............................................................11

         Section 4.9.      Changes in Corporate Structure.......................................................11

         Section 4.10.     Collateral Documents; Related Transactions; Amendment Fee............................11

         Section 4.11.     PIK Notes............................................................................12

         Section 4.12.     Consent of Other Creditors...........................................................12

         Section 4.13.     Payment of Accrued Interest on all Notes and Extension Fee on the Series C
                           Notes................................................................................12

         Section 4.14.     Proceedings and Documents............................................................12

Section 5.        Representations and Warranties of the Company.................................................12

         Section 5.1.      Organization; Power and Authority....................................................12

         Section 5.2.      Authorization, etc...................................................................13

         Section 5.3.      Disclosure...........................................................................13

         Section 5.4.      Organization and Ownership of Shares of Subsidiaries; Affiliates.....................13
</TABLE>



                                       -i-
<PAGE>

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                <C>
         Section 5.5.      Financial Statements.................................................................14

         Section 5.6.      Compliance with Laws, Other Instruments, etc.........................................14

         Section 5.7.      Governmental Authorizations, etc.....................................................15

         Section 5.8.      Litigation; Observance of Agreements, Statutes and Orders............................15

         Section 5.9.      Taxes................................................................................15

         Section 5.10.     Title to Property; Leases............................................................15

         Section 5.11.     Licenses, Permits, etc...............................................................16

         Section 5.12.     Compliance with ERISA................................................................16

         Section 5.13.     Margin Regulations...................................................................17

         Section 5.14.     Existing Indebtedness; Future Liens..................................................17

         Section 5.15.     Status under Certain Statutes........................................................17

         Section 5.16.     Environmental Matters................................................................18

         Section 5.17.     Credit Agreement Representations.....................................................18

         Section 5.18.     Restructuring Fees...................................................................18

Section 6.        Representations of the Purchaser..............................................................18

         Section 6.1.      Purchase for Investment..............................................................18

         Section 6.2.      Source of Funds......................................................................19

Section 7.        Information as to Company.....................................................................20

         Section 7.1.      Financial and Business Information...................................................20

         Section 7.2.      Inspection...........................................................................25

         Section 7.3.      Information Required by Rule 144A....................................................25

Section 8.        Prepayment of the Notes.......................................................................25

         Section 8.1.      Required Prepayments.................................................................25

         Section 8.2.      Optional Prepayments with Make-Whole Amount..........................................27

         Section 8.3.      Allocation of Partial Prepayments....................................................27

         Section 8.4.      Maturity; Surrender, etc.............................................................27

         Section 8.5.      Purchase of Notes....................................................................27

         Section 8.6.      Make-Whole Amount....................................................................28

Section 9.        Affirmative Covenants.........................................................................29

         Section 9.1.      Existence, Etc.......................................................................29

         Section 9.2.      Powers...............................................................................30

         Section 9.3.      Compliance with Laws, Etc............................................................30
</TABLE>



                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                <C>
         Section 9.4.      Payment of Taxes and Claims..........................................................30

         Section 9.5.      Intentionally Omitted................................................................30

         Section 9.6.      Inspection of Property; Books and Records; Discussions...............................30

         Section 9.7.      ERISA Compliance.....................................................................31

         Section 9.8.      Maintenance of Properties; Insurance.................................................31

         Section 9.9.      Environmental Compliance.............................................................31

         Section 9.10.     Foreign Employee Benefit Compliance..................................................32

         Section 9.11.     Maintenance of Rights................................................................32

         Section 9.12.     Conduct of Business..................................................................32

         Section 9.13.     Subsidiary Documentation.............................................................32

         Section 9.14.     Collateral Documents; Post-Closing Real Estate Covenants.............................32

         Section 9.15.     Restructuring Consultant.............................................................35

         Section 9.16.     Chief Restructuring Officer..........................................................35

         Section 9.17. Approved Refinancing Indebtedness........................................................35

Section 10.       Negative Covenants; Financial Covenants.......................................................35

         Section 10.1.     Fiscal Year 2004 Covenants...........................................................35

         Section 10.2.     Negative Covenants...................................................................36

         Section 10.3.     Financial Covenants..................................................................43

         Section 10.4.     Additional Negative Covenants........................................................45

Section 11.       Events of Default.............................................................................48

Section 12.       Remedies on Default, etc......................................................................51

         Section 12.1.     Acceleration.........................................................................51

         Section 12.2.     Other Remedies.......................................................................52

         Section 12.3.     Rescission...........................................................................52

         Section 12.4.     No Waivers or Election of Remedies, Expenses, etc....................................52

Section 13.       Registration; Exchange; Substitution of Notes.................................................52

         Section 13.1.     Registration of Notes................................................................52

         Section 13.2.     Transfer and Exchange of Notes.......................................................53

         Section 13.3.     Replacement of Notes.................................................................53

Section 14.       Payments on Notes.............................................................................54

         Section 14.1.     Place of Payment.....................................................................54

         Section 14.2.     Home Office Payment..................................................................54
</TABLE>



                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                <C>
Section 15.       Expenses, Etc.................................................................................54

         Section 15.1.     Transaction Expenses.................................................................54

         Section 15.2.     Survival.............................................................................55

Section 16.       Survival of Representations and Warranties; Entire Agreement..................................55

Section 17.       Amendment and Waiver..........................................................................55

         Section 17.1.     Requirements.........................................................................55

         Section 17.2.     Solicitation of Holders of Notes.....................................................56

         Section 17.3.     Binding Effect, etc..................................................................56

         Section 17.4.     Notes Held by Company, etc...........................................................56

Section 18.       Notices.......................................................................................56

Section 19.       Reproduction of Documents.....................................................................57

Section 20.       Confidential Information......................................................................57

Section 21.       Substitution of Purchaser.....................................................................58

Section 22.       Miscellaneous.................................................................................58

         Section 22.1.     Successors and Assigns...............................................................58

         Section 22.2.     Payments Due on Non-Business Days....................................................59

         Section 22.3.     Severability.........................................................................59

         Section 22.4.     Construction.........................................................................59

         Section 22.5.     Counterparts.........................................................................59

         Section 22.6.     Governing Law........................................................................59

         Section 22.7.     WAIVER OF JURY TRIAL.................................................................59

         Section 22.8.     Amendment and Restatement of Original Note Purchase Agreement........................59

         Section 22.9.     Release..............................................................................60
</TABLE>



                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
<S>                          <C>      <C>
SCHEDULE A                   --       INFORMATION RELATING TO PURCHASERS

SCHEDULE B                   --       DEFINED TERMS

SCHEDULE 4.9                 --       Changes in Corporate Structure

SCHEDULE 5.3                 --       Disclosure Materials

SCHEDULE 5.4                 --       Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5                 --       Financial Statements

SCHEDULE 5.8                 --       Certain Litigation

SCHEDULE 5.11                --       Patents, etc.

SCHEDULE 5.14                --       Existing Indebtedness; Existing Liens; Existing Investments

SCHEDULE 9.14(A)             --       Schedule of Excluded Real Estate

SCHEDULE 10.2(B)             --       Sales of Assets

SCHEDULE 10.2(L)             --       Excluded Prepayment Restricted Indebtedness

SCHEDULE B-19                --       Covenant Case Projections (Financials)

EXHIBIT 1                    --       Form of 10.41% Senior Secured Note, Series C,
                                      due March 30, 2004

EXHIBIT 2                    --       Form of 10.56% Senior Secured Note, Series D, due December 17, 2004

EXHIBIT 3                    --       Form of 10.61% Senior Secured Note, Series E,
                                      due March 13, 2005

EXHIBIT 4                    --       Form of 10.72% Senior Secured Note, Series F, due December 17, 2006

EXHIBIT 5                    --       Form of 10.78% Senior Secured Note, Series G, due December 30, 2008

EXHIBIT 6                    --       Form of 10.80% Senior Secured Note, Series H, due December 17, 2008

EXHIBIT 7                    --       Form of Deferral Fee Note

EXHIBIT 8                    --       Form of Make-Whole Note
</TABLE>



                                       -v-
<PAGE>

<TABLE>
<CAPTION>
<S>                          <C>      <C>
EXHIBIT 4.4(a)               --       Form of Opinion of Special Counsel for the Company

EXHIBIT 4.4(b)               --       Form of Opinion of Special Indiana Counsel for the Company

EXHIBIT 4.4(c)                        Form of Opinion for the Collateral Agent

EXHIBIT 7.1(a)               --       Form of Officer's Certificate

EXHIBIT 7.1(b)               --       Form of Compliance Certificate
</TABLE>



                                      -vi-
<PAGE>

                           WABASH NATIONAL CORPORATION
                           1000 SAGAMORE PARKWAY SOUTH
                            LAFAYETTE, INDIANA 47905

                                       Re:

     $22,000,000 10.41% Senior Secured Notes, Series C, due March 30, 2004,
    $9,000,000 10.56% Senior Secured Notes, Series D, due December 17, 2004,
      $3,000,000 10.61% Senior Secured Notes, Series E, due March 13, 2005,
    $13,000,000 10.72% Senior Secured Notes, Series F, due December 17, 2006,
    $20,000,000 10.78% Senior Secured Notes, Series G, due December 30, 2008

                                       and

    $25,000,000 10.80% Senior Secured Notes, Series H, due December 17, 2008

                                                                     Dated as of

                                                                  April 12, 2002

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

         WABASH NATIONAL CORPORATION, a Delaware corporation (the "Company"),
agrees with you as follows:

SECTION 1. AMENDMENT AND RESTATEMENT; GUARANTIES; SECURITY.

         Section 1.1. Amendment and Restatement of Note Purchase Agreements and
Notes. The Purchasers and the Company are parties to those certain separate and
several Note Purchase Agreements each dated as of December 1, 1996, as amended
by the First Amendment dated as of March 1, 1998, the Second Amendment dated as
of September 30, 1999, and the Third Amendment dated as of November 30, 2000 (as
so amended, collectively, the "Original Note Purchase Agreement"), pursuant to
which the Company authorized the issue and sale of, and the Purchasers purchased
from the Company (a) $8,000,000 aggregate principal amount of its 6.99% Senior
Notes, Series B, due December 17, 2001 (the "Original Series B Notes"), (b)
$22,000,000 aggregate principal amount of its Designated Rate Senior Notes,
Series C, due March 13, 2002 (the "Original Series C Notes"), (c) $9,000,000
aggregate principal amount of its 7.31% Senior Notes, Series D, due December 17,
2004 (the "Original Series D Notes"), (d) $3,000,000 aggregate principal amount
of its Designated Rate Senior Notes, Series E, due March 13, 2005 (the "Original
Series E Notes"), (e) $13,000,000 aggregate principal amount of its 7.47% Senior
Notes, Series F, due December 17, 2006 (the "Original Series F Notes"), (f)
$20,000,000 aggregate principal amount of its 7.53% Senior Notes, Series G, due
December 30, 2008 (the "Original Series G Notes"), and (g) $25,000,000 aggregate
principal amount of its 7.55% Senior Notes, Series H, due December 17, 2008 (the
"Original Series H Notes"; the Original Series B Notes, the Original Series C
Notes, the Original Series D Notes, the Original Series E Notes, the Original
Series F Notes, the Original Series G Notes and the Original



<PAGE>
Series H Notes being hereinafter collectively referred to as the "Original
Notes". The Original Series B Notes have been paid in full and are no longer
outstanding under the Original Note Purchase Agreement.

         On the Closing (as defined below) the Company will amend and restate
the Original Notes (other than the Original Series B Notes) in the forms of
EXHIBITS 1-6. Reference in this Agreement to the "Series C Notes" shall be a
reference to the Original Series C Notes as amended and restated in the form of
EXHIBIT 1 together with the applicable PIK Notes related thereto described
below. Reference in this Agreement to the "Series D Notes" shall be a reference
to the Original Series D Notes as amended and restated in the form of EXHIBIT 2
together with the applicable PIK Notes related thereto described below.
Reference in this Agreement to the "Series E Notes" shall be a reference to the
Original Series E Notes as amended and restated in the form of EXHIBIT 3
together with the applicable PIK Notes related thereto described below.
Reference in this Agreement to the "Series F Notes" shall be a reference to the
Original Series F Notes as amended and restated in the form of EXHIBIT 4
together with the applicable PIK Notes related thereto described below.
Reference in this Agreement to the "Series G Notes" shall be a reference to the
Original Series G Notes as amended and restated in the form of EXHIBIT 5
together with the applicable PIK Notes related thereto described below.
Reference in this Agreement to the "Series H Notes" shall be a reference to the
Original Series H Notes as amended and restated in the form of EXHIBIT 6
together with the applicable PIK Notes related thereto described below. On the
Closing the Company will issue the PIK Notes in the form of EXHIBITS 7 and 8 to
you in accordance with the terms and provisions of SECTION 4.11. Reference in
this Agreement to the "Notes" shall be a reference to the Original Notes as so
amended and restated in said EXHIBITS 1-6 together with the related PIK Notes
with such changes therefrom, if any, as may be approved by you and the Company.
The Notes shall be substantially in the form set out in EXHIBITS 1-8,
respectively, with such changes therefrom, if any, as may be approved by you and
the Company. Certain capitalized terms used in this Agreement are defined in
SCHEDULE B; references to a "SCHEDULE" or an "EXHIBIT" are, unless otherwise
specified, to a SCHEDULE or an EXHIBIT attached to this Agreement.

         The Company and the Purchasers now desire to amend and restate the
Original Note Purchase Agreement and the Original Notes to, among other things,
(a) amend certain covenants and related definitions, (b) provide for collateral
to secure the obligations represented by the Notes and the Note Guaranty, and
(c) make certain other changes to the Original Note Purchase Agreement.

         Section 1.2. Guaranty. The payment and performance obligations of the
Company under and pursuant to the Original Note Purchase Agreement and the
Original Notes are fully and unconditionally guaranteed by each of the
Guarantors pursuant to the Note Guaranty dated as of September 30, 1999 (the
"Original Note Guaranty"). The Purchasers have required as a condition to the
execution and delivery of this Agreement that the Guarantors execute and deliver
an Amended and Restated Note Guaranty dated the date hereof (the "Note
Guaranty") to the Purchasers under and pursuant to which the Guarantors shall
fully and unconditionally guaranty the payment and performance obligations of
the Company under this Agreement and the Notes.



                                       -2-
<PAGE>

         Section 1.3. Security for the Notes and Note Guaranty. The Notes and
the obligations of the Guarantors under the Note Guaranty shall be secured,
equally and ratably with the other Secured Obligations, by the Collateral
Documents.

         Section 1.4. Intercreditor Agreement. The Collateral described in the
Collateral Documents shall be held by Bank One, N.A., as Collateral Agent for
the benefit of the Purchasers and the other Secured Parties pursuant to the
Intercreditor Agreement.

SECTION 2. ISSUANCE AND EXCHANGE OF NOTES.

         Subject to the terms and conditions of this Agreement, the Company will
issue the amended and restated Notes to each Purchaser upon surrender by it of
the Original Notes (other than the Original Series B Notes) for cancellation by
the Company. Contemporaneously with entering into this Agreement, the Company is
entering into separate Amended and Restated Note Purchase Agreements (the "Other
Agreements") identical with this Agreement with each of the other purchasers
named in SCHEDULE A (the "Other Purchasers"), providing for the issue and
exchange, as the case may be, to each of the Other Purchasers of Notes in the
principal amount and of the series specified opposite its name in SCHEDULE A.
Your obligation hereunder, and the obligations of the Other Purchasers under the
Other Agreements, are several and not joint obligations, and you shall have no
obligation under any Other Agreement and no liability to any Person for the
performance or nonperformance by any Other Purchaser thereunder.

SECTION 3. CLOSING.

         The issue and exchange of the Notes to be purchased by you and the
Other Purchasers shall occur at the offices of McDermott, Will & Emery, 227 West
Monroe Street, Chicago, Illinois 60606-5096, at 10:00 A.M. Chicago time, at a
closing (the "Closing") on April 12, 2002 or on such other Business Day
thereafter on or prior to April 15, 2002 as may be agreed upon by the Company
and you and the Other Purchasers. If at the Closing the Company shall fail to
tender such Notes to you as provided above in this SECTION 3, or any of the
conditions specified in SECTION 4 shall not have been fulfilled to your
satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.

SECTION 4. CONDITIONS TO CLOSING.

         Your obligation to exchange the Original Notes for the Notes to be
issued to you at the Closing is subject to the fulfillment to your satisfaction,
prior to or at the Closing, of the following conditions:

         Section 4.1. Representations and Warranties. The representations and
warranties of the Company in this Agreement shall be correct when made and at
the time of the Closing.

         Section 4.2. Performance; No Default. The Company shall have performed
and complied with all agreements and conditions contained in this Agreement
required to be



                                       -3-
<PAGE>

performed or complied with by it prior to or at the Closing, and after giving
effect to the issue and exchange of the Notes, no Default or Event of Default
shall have occurred and be continuing.

         Section 4.3. Compliance Certificates.

                  (a) Officer's Certificate. The Company shall have delivered to
you an Officer's Certificate, dated the date of the Closing, certifying that the
conditions specified in SECTIONS 4.1, 4.2 and 4.9 have been fulfilled.

                  (b) Secretary's Certificate. The Company shall have delivered
to you a certificate certifying as to the resolutions attached thereto and other
corporate proceedings relating to the authorization, execution and delivery of
the Notes and the Agreements.

         Section 4.4. Opinions of Counsel. You shall have received opinions in
form and substance satisfactory to you, dated the date of the Closing (a) from
Baker & Daniels, independent counsel for the Company, covering the matters set
forth in EXHIBIT 4.4(a) and covering such other matters incident to the
transactions contemplated hereby as you or your counsel may reasonably request
(and the Company hereby instructs its counsel to deliver such opinion to you),
(b) from Baker & Daniels, special local counsel to the Company, covering the
matters set forth in EXHIBIT 4.4(b) with respect to the Lafayette Property and
covering such other matters incident to the transactions contemplated hereby as
you or your counsel may reasonably request (and the Company hereby instructs its
counsel to deliver such opinion to you), and (c) from counsel to the Collateral
Agent covering the matters set forth in EXHIBIT 4.4(c).

         Section 4.5. Purchase Permitted By Applicable Law, etc. On the date of
the Closing your exchange of Notes shall (a) be permitted by the laws and
regulations of each jurisdiction to which you are subject, without recourse to
provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting
limited investments by insurance companies without restriction as to the
character of the particular investment, (b) not violate any applicable law or
regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject you to any tax,
penalty or liability under or pursuant to any applicable law or regulation,
which law or regulation was not in effect on the date hereof. If requested by
you, you shall have received an Officer's Certificate certifying as to such
matters of fact as you may reasonably specify to enable you to determine whether
such exchange is so permitted.

         Section 4.6. Exchange of Other Notes. Contemporaneously with the
Closing, the Company shall issue to the Other Purchasers scheduled to exchange
the Original Notes on the date of the Closing, and such Other Purchasers shall
surrender, the Original Notes to be exchanged by them at the Closing as
specified in SCHEDULE A.

         Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of SECTION 15.1, the Company shall have paid on or before the Closing
the fees, charges and disbursements of McDermott, Will & Emery, special counsel
to certain Purchasers, and Mayer,



                                       -4-
<PAGE>

Brown, Rowe & Maw, counsel to a certain Purchaser, incurred in connection with
the preparation of this Agreement, the Other Agreements and matters incident
thereto to the extent reflected in a statement of such counsel rendered to the
Company (which statement may contain an estimate for fees, expenses and
disbursements anticipated to be made) at least one Business Day prior to such
Closing.

         Section 4.8. Private Placement Number. On or prior to the date of the
Closing, a new Private Placement number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained for
each series of the Notes.

         Section 4.9. Changes in Corporate Structure. Except as specified in
SCHEDULE 4.9, the Company shall on the date of the Closing not have changed its
jurisdiction of incorporation or been a party to any merger or consolidation and
shall not have succeeded to all or any substantial part of the liabilities of
any other entity, at any time following the date of the most recent financial
statements referred to in SCHEDULE 5.5.

         Section 4.10. Collateral Documents; Related Transactions; Amendment
Fee. (a) Subject to the terms and provisions of SECTION 9.14(b), each of the
Collateral Documents shall have been duly executed and delivered in the
respective forms thereof and shall be in full force and effect and all of the
security interests granted thereunder shall be duly perfected to the
satisfaction of your special counsel.

                  (b) The Credit Agreement and the Intercreditor Agreement shall
have been duly executed and delivered by the parties thereto and all of the
transactions contemplated thereby shall have been consummated to your
satisfaction.

                  (c) The Company shall have entered into definitive and binding
documentation pertaining to, and closed on, the Permitted Receivables Transfer
on terms and conditions satisfactory to you.

                  (d) The Series A Note Purchase Agreements and the Series I
Note Purchase Agreement shall have been duly executed and delivered by the
parties thereto and all of the transactions contemplated thereby shall have been
consummated to your satisfaction.

                  (e) The Company shall have closed on an amendment to the Fleet
Lease Transaction on terms and conditions satisfactory to you.

                  (f) The Company shall have paid in cash an amendment fee to
each of you in an amount equal to 0.50% of the aggregate principal amount of the
Notes held by you.

                  (g) The Company shall have provided you written copies of any
fee letter entered into among the Company and any Secured Party or the
Administrative Agent relating to the transactions contemplated by this
Agreement, the Credit Agreement and the Intercreditor Agreement other than fees
paid to the Administrative Agent or Collateral Agent in their agent capacities.



                                       -5-
<PAGE>

         Section 4.11. PIK Notes. (a) The Company shall have issued to each
Series C Holder a promissory note substantially in the form of EXHIBIT 7 (each a
"Deferral Fee Note" and collectively, the "Deferral Fee Notes") which shall
evidence the payment by the Company to each Series C Holder of a deferral fee.
The deferral fee evidenced by the Deferral Fee Note issued to each Series C
Holder shall accrue at the interest rate and in the manner set forth in the
Deferral Fee Notes.

                  (b) The Company shall have issued to each Holder (other than
to the Series C Holders) a promissory grid note in substantially the form of
EXHIBIT 8 (each a "Make-Whole Note" and collectively, the "Make-Whole Notes")
which shall evidence the payment by the Company to each such Holder of the
applicable Make-Whole Amount upon the prepayment of the Notes (other than the
Series C Notes) in accordance with the terms and provisions of SECTION 8.1(b).
Interest on the Make-Whole Notes shall accrue monthly, shall be computed at a
rate equal to (i) in the case of the Make-Whole Notes held by the Series D
Holders, 10.56% per annum, (ii) in the case of the Make-Whole Notes held by the
Series E Holders, 10.61% per annum, (iii) in the case of the Make-Whole Notes
held by the Series F Holders, 10.72% per annum, (iv) in the case of the
Make-Whole Notes held by the Series G Holders, 10.78% per annum, and (v) in the
case of the Make-Whole Notes held by the Series H Holders, 10.80% per annum, and
shall be added to the interest-bearing principal amount of the Make-Whole Notes.

         Section 4.12. Consent of Other Creditors. Any consents or approvals
required to be obtained from any holder of any outstanding debt of the Company
or any Guarantor and any amendments of agreements pursuant to which any debt may
have been incurred by the Company or any Guarantor, which shall be necessary to
permit the consummation of the transactions contemplated hereby or by the
Restructuring Transaction shall have been obtained and all such consents,
approvals or amendments shall be satisfactory in form and substance to you and
your special counsel.

         Section 4.13. Payment of Accrued Interest on all Notes and Extension
Fee on the Series C Notes. The Company shall have paid to the Holders all unpaid
and accrued interest to the date of Closing on the Notes and shall have paid the
extension fee to the Series C Holders as set forth in the Extension Agreement
dated as of March 31, 2002 among the Company and the Series C Holders.

         Section 4.14. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
on the date of the Closing and all documents and instruments incident to such
transactions shall be satisfactory to you and your special counsel, and you and
your special counsel shall have received all such counterpart originals or
certified or other copies of such documents as you or they may reasonably
request.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         The Company represents and warrants to you that:

         Section 5.1. Organization; Power and Authority. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of



                                       -6-
<PAGE>

incorporation, and is duly qualified as a foreign corporation and is in good
standing in each jurisdiction in which such qualification is required by law,
other than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. The Company has the corporate power
and authority to own or hold under lease the properties it purports to own or
hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver this Agreement, the Other Agreements, the
Collateral Documents and the Notes and to perform the provisions hereof and
thereof.

         Section 5.2. Authorization, etc. This Agreement, the Other Agreements,
the Collateral Documents and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement and
each Collateral Document constitutes, and upon execution and delivery thereof
each Note will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

         Section 5.3. Disclosure. Except as disclosed in SCHEDULE 5.3, this
Agreement, the documents, certificates or other writings delivered to you by or
on behalf of the Company in connection with the transactions contemplated
hereby, including, without limitation, the December 31, 2000 SEC Form 10-K
(including all documents incorporated by reference therein), the March 31, 2001
SEC Form 10-Q, the June 30, 2001 SEC Form 10-Q and the September 30, 2001 SEC
Form 10-Q of the Company, and the financial statements listed in SCHEDULE 5.5,
taken as a whole, do not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were made. Except as
expressly described in SCHEDULE 5.3, or in one of the documents, certificates or
other writings identified therein, or in the March 31, 2001, June 30, 2001 or
September 30, 2001 SEC Forms 10-Q or in the financial statements listed in
SCHEDULE 5.5, since December 31, 2000, there has been no change in the financial
condition, operations, business, properties or prospects of the Company or any
Subsidiary except changes that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect. There is no fact known
to the Company that could reasonably be expected to have a Material Adverse
Effect that has not been set forth herein or in the other documents,
certificates and other writings delivered to you by or on behalf of the Company
specifically for use in connection with the transactions contemplated hereby.

         Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) SCHEDULE 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary,
the correct name thereof, the jurisdiction of its organization, and the
percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, (ii) of
the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's
directors and executive officers.



                                       -7-
<PAGE>

                  (b) All of the outstanding shares of capital stock or similar
equity interests of each Subsidiary shown in SCHEDULE 5.4 as being owned by the
Company and its Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or another Subsidiary free and clear
of any Lien (except as otherwise disclosed in SCHEDULE 5.4).

                  (c) Each Subsidiary identified in SCHEDULE 5.4 is a
corporation or other legal entity duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization, and is duly
qualified as a foreign corporation or other legal entity and is in good standing
in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. Each such Subsidiary has the corporate or other
power and authority to own or hold under lease the properties it purports to own
or hold under lease and to transact the business it transacts and proposes to
transact.

                  (d) No Subsidiary is a party to, or otherwise subject to any
legal restriction or any agreement (other than this Agreement, the agreements
listed on SCHEDULE 5.4 and customary limitations imposed by corporate law
statutes) restricting the ability of such Subsidiary to pay dividends out of
profits or make any other similar distributions of profits to the Company or any
of its Subsidiaries that owns outstanding shares of capital stock or similar
equity interests of such Subsidiary.

         Section 5.5. Financial Statements. The Company has delivered to each
Purchaser copies of the financial statements of the Company and its Subsidiaries
listed on SCHEDULE 5.5. All of said financial statements (including in each case
the related schedules and notes) fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of the
respective dates specified in such SCHEDULE and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end adjustments).

         Section 5.6. Compliance with Laws, Other Instruments, etc. (a) The
execution, delivery and performance by the Company of this Agreement, the
Collateral Documents and the Notes will not (i) contravene, result in any breach
of, or constitute a default under, or result in the creation of any Lien in
respect of any property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
charter or by-laws, or any other agreement or instrument to which the Company or
any Subsidiary is bound or by which the Company or any Subsidiary or any of
their respective properties may be bound or affected, (ii) conflict with or
result in a breach of any of the terms, conditions or provisions of any order,
judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Company or any Subsidiary or (iii) violate any provision of
any statute or other rule or regulation of any Governmental Authority applicable
to the Company or any Subsidiary.

                  (b) The Notes and all other obligations under this Agreement
of the Company are direct and secured obligations of the Company ranking pari
passu with all of the other




                                       -8-
<PAGE>

Secured Obligations of the Company (actual or contingent) other than as set
forth in the Intercreditor Agreement.

         Section 5.7. Governmental Authorizations, etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by the Company of this Agreement, the Collateral Documents or the Notes.

         Section 5.8. Litigation; Observance of Agreements, Statutes and Orders.
(a) Except as disclosed in SCHEDULE 5.8, there are no actions, suits or
proceedings pending or, to the knowledge of the Company, threatened against or
affecting the Company or any Subsidiary or any property of the Company or any
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

                  (b) Neither the Company nor any Subsidiary is in default under
any term of any agreement or instrument to which it is a party or by which it is
bound, or any order, judgment, decree or ruling of any court, arbitrator or
Governmental Authority or is in violation of any applicable law, ordinance, rule
or regulation (including without limitation Environmental Laws) of any
Governmental Authority, which default or violation, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

         Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have paid
all taxes shown to be due and payable on such returns and all other taxes and
assessments levied upon them or their properties, assets, income or franchises,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (a) the amount
of which is not individually or in the aggregate Material or (b) the amount,
applicability or validity of which is currently being contested in good faith by
appropriate proceedings and with respect to which the Company or a Subsidiary,
as the case may be, has established adequate reserves in accordance with GAAP.
The Company knows of no basis for any other tax or assessment that could
reasonably be expected to have a Material Adverse Effect. The charges, accruals
and reserves on the books of the Company and its Subsidiaries in respect of
Federal, state or other taxes for all fiscal periods are adequate. The Federal
income tax liabilities of the Company and its Subsidiaries have been determined
by the Internal Revenue Service and paid for all fiscal years up to and
including the fiscal year ended December 31, 1996.

         Section 5.10. Title to Property; Leases. The Company and its
Subsidiaries have good and sufficient title to their respective properties that
individually or in the aggregate are Material (other than assets subject to
Capitalized Leases), including all such properties reflected in the most recent
audited balance sheet referred to in SECTION 5.5 or purported to have been
acquired by the Company or any Subsidiary after said date (except as sold or
otherwise disposed of in the ordinary course of business), in each case free and
clear of Liens prohibited by this Agreement, except for those defects in title
and Liens that, individually or in the aggregate, would not have a Material
Adverse Effect. All leases that individually or in the aggregate are Material
are valid and subsisting and are in full force and effect in all material
respects.



                                       -9-
<PAGE>

         Section 5.11. Licenses, Permits, etc. Except as disclosed in SCHEDULE
5.11,

                  (a) the Company and its Subsidiaries own, possess or have the
lawful right to use all licenses, permits, franchises, authorizations, patents,
copyrights, service marks, trademarks and trade names, or rights thereto, that
individually or in the aggregate are Material, without known conflict with the
rights of others, except for those conflicts that, individually or in the
aggregate, would not have a Material Adverse Effect;

                  (b) to the best knowledge of the Company, no product of the
Company or any of its Subsidiaries infringes in any material respect any
license, permit, franchise, authorization, patent, copyright, service mark,
trademark, trade name or other right owned by any other Person; and

                  (c) to the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its Subsidiaries
with respect to any patent, copyright, service mark, trademark, trade name or
other right owned or used by the Company or any of its Subsidiaries.

         Section 5.12. Compliance with ERISA. (a) The Company and each ERISA
Affiliate have operated and administered each Plan in compliance with all
applicable laws except for such instances of noncompliance as have not resulted
in and could not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability pursuant
to Title I or IV of ERISA or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA), and no
event, transaction or condition has occurred or exists that could reasonably be
expected to result in the incurrence of any such liability by the Company or any
ERISA Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either case
pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions
or to Section 401(a)(29) or 412 of the Code, other than such liabilities or
Liens as would not be individually or in the aggregate have a Material Adverse
Effect.

                  (b) The present value of the aggregate benefit liabilities
under each of the Plans (other than Multiemployer Plans), determined as of the
end of such Plan's most recently ended plan year on the basis of the actuarial
assumptions specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the assets of
such Plan allocable to such benefit liabilities. The terms "benefit liabilities"
has the meaning specified in section 4001 of ERISA and the terms "current value"
and "present value" have the meaning specified in section 3 of ERISA.

                  (c) The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
Plans that individually or in the aggregate are Material.

                  (d) The expected post-retirement benefit obligation
(determined as of the last day of the Company's most recently ended fiscal year
in accordance with Financial Accounting Standards Board Statement No. 106,
without regard to liabilities attributable to continuation



                                      -10-
<PAGE>

coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material.

                  (e) The execution and delivery of this Agreement, the
Collateral Documents and the issuance and sale of the Notes hereunder will not
involve any transaction that is subject to the prohibitions of section 406(a)(1)
of ERISA or in connection with which a tax could be imposed pursuant to section
4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first
sentence of this SECTION 5.12(e) is made in reliance upon and subject to (i) the
accuracy of your representation in SECTION 6.2 as to the sources of the funds
used to pay the purchase price of the Notes to be purchased by you and (ii) the
assumption, made solely for the purpose of making such representation, that
Department of Labor Interpretive Bulletin 75-2 with respect to prohibited
transactions remains valid in the circumstances of the transactions contemplated
herein.

         Section 5.13. Margin Regulations. Margin stock (excluding shares of
Common Stock, par value $0.01 per share, of the Company which have been retired)
does not constitute more than 5% of the value of the consolidated assets of the
Company and its Subsidiaries and the Company does not have any present intention
that margin stock will constitute more than 5% of the value of such assets. As
used in this SECTION 5.13, the terms "margin stock" and "purpose of buying or
carrying" shall have the meanings assigned to them in said Regulation U, but
shall not include the aforesaid shares of Common Stock.

         Section 5.14. Existing Indebtedness; Future Liens. (a) SCHEDULE 5.14
sets forth a complete and correct list of all (i) outstanding Indebtedness of
the Company and its Subsidiaries aggregating in excess of $50,000 as of December
31, 2001, since which date there has been no Material change in the amounts,
interest rates, sinking funds, installment payments or maturities of the
Indebtedness of the Company or its Subsidiaries, (ii) Liens on property of the
Company and its Subsidiaries as of December 31, 2001 and (iii) Investments of
the Company and its Subsidiaries as of December 31, 2001. Neither the Company
nor any Subsidiary is in default and no waiver of default is currently in
effect, in the payment of any principal or interest on any Indebtedness of the
Company or such Subsidiary and no event or condition exists with respect to any
Indebtedness of the Company or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.

                  (b) Except as disclosed in SCHEDULE 5.14, neither the Company
nor any Subsidiary has agreed or consented to cause or permit in the future
(upon the happening of a contingency or otherwise) any of its property, whether
now owned or hereafter acquired, to be subject to a Lien not permitted by
SECTION 10.2(c).

         Section 5.15. Status under Certain Statutes. Neither the Company nor
any Subsidiary is subject to regulation under the Investment Company Act of
1940, as amended, the Public Utility Holding Company Act of 1935, as amended,
the Interstate Commerce Act, as amended (the "ICA"), or the Federal Power Act,
as amended, except that Continental Transit Corp. is subject to regulation under
the ICA.



                                      -11-
<PAGE>

         Section 5.16. Environmental Matters. Neither the Company nor any
Subsidiary has knowledge of any claim or has received any notice of any claim,
and no proceeding has been instituted raising any claim against the Company or
any of its Subsidiaries or any of their respective real properties now or
formerly owned, leased or operated by any of them or other assets, alleging any
damage to the environment or violation of any Environmental Laws, except, in
each case, such as could not reasonably be expected to result in a Material
Adverse Effect. Except as otherwise disclosed to you in writing:

                  (a) neither the Company nor any Subsidiary has knowledge of
any facts which would give rise to any claim, public or private, of violation of
Environmental Laws or damage to the environment emanating from, occurring on or
in any way related to real properties now or formerly owned, leased or operated
by any of them or to other assets or their use, except, in each case, such as
could not reasonably be expected to result in a Material Adverse Effect;

                  (b) neither the Company nor any of its Subsidiaries has stored
any Hazardous Materials on real properties now or formerly owned, leased or
operated by any of them and has not disposed of any Hazardous Materials in a
manner contrary to any Environmental Laws, in each case in any manner that could
reasonably be expected to result in a Material Adverse Effect; and

                  (c) all buildings on all real properties now owned, leased or
operated by the Company or any of its Subsidiaries are in compliance with
applicable Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect.

         Section 5.17. Credit Agreement Representations. The representations and
warranties set forth in Article V of the Credit Agreement are hereby
incorporated by reference herein as if such representations and warranties were
set forth herein in full.

         Section 5.18. Restructuring Fees. Neither the Company nor any
Subsidiary has agreed to or has paid any amendment fee, restructuring fee,
default premium or fee or any other fee, premium or charge to any holder of
Indebtedness in connection with the Restructuring Transaction other than (a) the
fees and charges specifically set forth in the Wabash National Corporation
Proposal for Debt Restructure letter dated April 1, 2002, (b) the fees, costs
and expenses specifically provided for in the Master Amendment dated as of the
Closing to certain of the Fleet Lease Transaction documentation, (c) the
extension fee paid to National City Leasing Corporation in connection with the
extension of the National City Lease Transaction, and (d) fees paid to the
Administrative Agent or the Collateral Agent solely in their respective
capacities as Administrative Agent or Collateral Agent. The Company and its
Subsidiaries have disclosed to the Holders all written fee letters or other
agreements regarding the payment of the fees and charges described in this
SECTION 5.18 paid to or agreed to in connection with the Restructuring
Transaction other than those fees described in clause (d) above.



                                      -12-
<PAGE>

SECTION 6. REPRESENTATIONS OF THE PURCHASER.

         Section 6.1. Purchase for Investment. You represent that you purchased
the Notes for your own account or for one or more separate accounts maintained
by you or for the account of one or more pension or trust funds managed by you
and not with a view to the distribution thereof, provided that the disposition
of your or their property shall at all times be within your or their control.
You understand that the Notes have not been registered under the Securities Act
and may be resold only if registered pursuant to the provisions of the
Securities Act or if an exemption from registration is available, except under
circumstances where neither such registration nor such an exemption is required
by law, and that the Company is not required to register the Notes.

         Section 6.2. Source of Funds. You represent that at least one of the
following statements is an accurate representation as to each source of funds (a
"Source") which was used by you to pay the purchase price of the Notes purchased
by you:

                  (a) if you are an insurance company, the Source is an
"insurance company general account" within the meaning of Department of Labor
Prohibited Transaction Exemption ("PTE") 95-60 (issued July 12, 1995) and there
is no employee benefit plan, treating as a single plan all plans maintained by
the same employer or employee organization, with respect to which the amount of
the general account reserves and liabilities for all contracts held by or on
behalf of such plan exceeds ten percent (10%) of the total reserves and
liabilities of such general account (exclusive of separate account liabilities)
plus surplus, as set forth in the NAIC Annual Statement filed with your state of
domicile; or

                  (b) if you are an insurance company, the Source does not
include assets allocated to any separate account maintained by you in which any
employee benefit plan (or its related trust) has any interest, other than a
separate account that is maintained solely in connection with your fixed
contractual obligations under which the amounts payable, or credited, to such
plan and to any participant or beneficiary of such plan (including any
annuitant) are not affected in any manner by the investment performance of the
separate account; or

                  (c) the Source is either (i) an insurance company pooled
separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or
(ii) a bank collective investment fund, within the meaning of the PTE 91-38
(issued July 12, 1991) and, except as you have disclosed to the Company in
writing pursuant to this paragraph (c), no employee benefit plan or group of
plans maintained by the same employer or employee organization beneficially owns
more than 10% of all assets allocated to such pooled separate account or
collective investment fund; or

                  (d) the Source constitutes assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a "qualified
professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM
Exemption), no employee benefit plan's assets that are included in such
investment fund, when combined with the assets of all other employee benefit
plans established or maintained by the same employer or by an affiliate (within
the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same



                                      -13-
<PAGE>

employee organization and managed by such QPAM, exceed 20% of the total client
assets managed by such QPAM, the conditions of Part l(c) and (g) of the QPAM
Exemption are satisfied, neither the QPAM nor a person controlling or controlled
by the QPAM (applying the definition of "control" in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Company and (i) the identity of
such QPAM and (ii) the names of all employee benefit plans whose assets are
included in such investment fund have been disclosed to the Company in writing
pursuant to this paragraph (d); or

                  (e) the Source is a governmental plan; or

                  (f) the Source is one or more employee benefit plans, or a
separate account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to this
paragraph (f); or

                  (g) the Source does not include assets of any employee benefit
plan that is subject to ERISA.

         If you or any subsequent transferee of the Notes indicates that you or
such transferee are relying on any representation contained in paragraph (c),
(d) or (f) above, the Company shall deliver on the date of Closing on which you
are scheduled to purchase Notes and on the date of any applicable transfer a
certificate, which shall either state that (i) it is neither a party in interest
nor a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with
respect to any plan identified pursuant to paragraphs (c) or (f) above, or (ii)
with respect to any plan, identified pursuant to paragraph (d) above, neither it
nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption) has at
such time, and during the immediately preceding one year, exercised the
authority to appoint or terminate said QPAM as manager of any plan identified in
writing pursuant to paragraph (d) above or to negotiate the terms of said QPAM's
management agreement on behalf of any such identified plan. As used in this
SECTION 6.2, the terms "employee benefit plan", "governmental plan", "party in
interest" and "separate account" shall have the respective meanings assigned to
such terms in Section 3 of ERISA.

SECTION 7. INFORMATION AS TO COMPANY.

         Section 7.1. Financial and Business Information.

                  (a) Financial Reporting. Furnish to each Holder that is an
Institutional Investor:

                  (i) Monthly Reports. As soon as practicable and in any event
         within thirty (30) days after the end of each monthly accounting period
         of the Company (other than those monthly periods which are the last
         month in a fiscal quarter or fiscal year which reports for such periods
         shall be delivered within the time period specified in SECTIONS
         7.1(a)(ii) and 7.1(a)(iii), respectively), the consolidated balance
         sheet of the Company and its Subsidiaries as of the end of such period,
         and the related consolidated statements of income and cash flows for
         the period commencing at the end of the previous fiscal year and ending
         with the end of such period setting forth in each case in comparative



                                      -14-
<PAGE>

         form the corresponding figures for the corresponding date or period of
         the preceding fiscal year, all in reasonable detail and duly certified
         (subject to year-end audit adjustments) by the chief financial officer
         or treasurer of the Company as having been prepared in accordance with
         GAAP, together with a certificate of the chief financial officer or
         treasurer of the Company on behalf of the Company stating that no
         Default or Event of Default has occurred and is continuing or, if a
         Default or Event of Default has occurred and is continuing, a statement
         setting forth the details thereof and the action which the Company has
         taken and proposes to take with respect thereto;

                  (ii) Quarterly Reports. As soon as practicable, and in any
         event within forty-five (45) days (or such shorter period of time as is
         required by the Commission for delivery of quarterly financial
         statements) after the end of each of the first three fiscal quarters in
         each fiscal year, the consolidated and consolidating balance sheet of
         the Company and its Subsidiaries as at the end of such period and the
         related consolidated and consolidating statements of income and cash
         flows of the Company and its Subsidiaries for such fiscal quarter and
         for the period from the beginning of the then current fiscal year to
         the end of such fiscal quarter, certified by the chief financial
         officer or treasurer of the Company on behalf of the Company as fairly
         presenting in all material respects the consolidated and consolidating
         financial position of the Company and its Subsidiaries as at the dates
         indicated and the results of their operations and cash flow for the
         periods indicated in accordance with GAAP, subject to normal year end
         adjustments. Delivery within the time period specified above of copies
         of the Company's Quarterly Report on Form 10-Q prepared in compliance
         with the requirements therefor and filed with the Commission shall be
         deemed to satisfy the requirements of this SECTION 7.1(a)(ii);

                  (iii) Annual Reports. As soon as practicable, and in any event
         within ninety (90) days (or such shorter period of time as is required
         by the Commission for delivery of annual financial statements) after
         the end of each fiscal year (including the fiscal year ended on or
         about December 31, 2001), (a) the consolidated and consolidating
         balance sheet of the Company and its Subsidiaries as at the end of such
         fiscal year and the related consolidated and consolidating statements
         of income, stockholders' equity and cash flows of the Company and its
         Subsidiaries for such fiscal year and, in comparative form the
         corresponding figures for the previous fiscal year and (b) an audit
         report on the items (other than the consolidating financial statements)
         listed in CLAUSE (a) hereof of independent certified public accountants
         of recognized national standing, which audit report shall be
         unqualified and shall state that such financial statements fairly
         present in all material respects the consolidated financial position of
         the Company and its Subsidiaries as at the dates indicated and the
         results of their operations and cash flows for the periods indicated in
         conformity with GAAP and that the examination by such accountants in
         connection with such consolidated financial statements has been made in
         accordance with generally accepted auditing standards. Delivery within
         the time period specified above of the Company's Annual Report on Form
         10-K for such fiscal year (together with the Company's annual report to
         shareholders, if any, prepared pursuant to Rule 14a-3 under the
         Securities Exchange Act of 1934) prepared in accordance with the
         requirements therefor and filed with the Commission shall be deemed to
         satisfy the



                                      -15-
<PAGE>

         foregoing requirements of this SECTION 7.1(a)(iii), provided that the
         auditors' report contained therein satisfies the requirements specified
         in CLAUSE (b) above. The deliveries made pursuant to this CLAUSE (iii)
         shall be accompanied by a certificate of such accountants that, in the
         course of their examination necessary for their certification of the
         foregoing, they have obtained no knowledge of any Default or Event of
         Default, or if, in the opinion of such accountants, any Default or
         Event of Default shall exist, stating the nature and status thereof;

                  (iv) Officer's Certificate. Together with each delivery of any
         financial statement pursuant to CLAUSES (i), (ii) and (iii) of this
         SECTION 7.1(a), (a) an Officer's Certificate of the Company,
         substantially in the form of EXHIBIT 7.1(a) attached hereto and made a
         part hereof, stating that no Default or Event of Default exists, or if
         any Default or Event of Default exists, stating the nature and status
         thereof and (b) a Compliance Certificate, substantially in the form of
         EXHIBIT 7.1(b) attached hereto and made a part hereof, signed by the
         Company's chief financial officer or treasurer, setting forth (1)
         calculations which demonstrate compliance with the provisions of
         SECTION 10 and (2) in the case of a Compliance Certificate accompanying
         the financial statements delivered pursuant to Section 7.1(a)(ii), a
         detailed description and calculation of the Excess Cash Flow for the
         applicable fiscal quarter then-ended;

                  (v) Valuations and Appraisals. By no later than such date as
         the Collateral Agent may specify, such valuations, appraisals and
         certificates (all costs and expenses with respect to which shall be for
         the account of the Company) as the Collateral Agent may require with
         respect to the value of the Collateral, the financial condition and
         insurance coverage of the Company and its Subsidiaries and the material
         Contingent Obligations of the Company and its Subsidiaries in
         compliance with terms of SECTION 9.14(b); and

                  (vi) Other Information. Promptly, such other information
         respecting the business, properties operations or financial condition
         of the Company or any of its Subsidiaries, or the Collateral,
         including, without limitation, schedules identifying and describing the
         Collateral and any dispositions thereof, as any Holder may from time to
         time reasonably request.

                  (b) Notice of Default. Promptly upon any of the chief
executive officer, chief operating officer, chief financial officer, treasurer
or controller of the Company obtaining knowledge (i) of any condition or event
which constitutes a Default or Event of Default, or becoming aware that any
Holder has given any written notice with respect to a claimed Default or Event
of Default under this Agreement, or (ii) that any Person has given any written
notice to the Company or any Subsidiary of the Company or taken any other action
with respect to a claimed default or event or condition of the type referred to
in SECTION 11(e), deliver to the Holders an Officer's Certificate specifying (a)
the nature and period of existence of any such claimed default, Default, Event
of Default, condition or event, (b) the notice given or action taken by such
Person in connection therewith, and (c) what action the Company has taken, is
taking and proposes to take with respect thereto.



                                      -16-
<PAGE>

                  (c) Lawsuits. (i) Promptly upon the Company obtaining
knowledge of the institution of, or written threat of, any action, suit,
proceeding, governmental investigation or arbitration against or affecting the
Company or any of its Subsidiaries or any property of the Company or any of its
Subsidiaries not previously disclosed pursuant to SECTION 5.8, which action,
suit, proceeding, governmental investigation or arbitration exposes, or in the
case of multiple actions, suits, proceedings, governmental investigations or
arbitrations arising out of the same general allegations or circumstances which
expose, in the Company's reasonable judgment, the Company or any of its
Subsidiaries to liability in an amount aggregating $1,000,000 or more (exclusive
of claims covered by insurance policies of the Company or any of its
Subsidiaries unless the insurers of such claims have disclaimed coverage or
reserved the right to disclaim coverage on such claims and exclusive of claims
covered by the indemnity of a financially responsible indemnitor in favor of the
Company or any of its Subsidiaries (unless the indemnitor has disclaimed or
reserved the right to disclaim coverage thereof)), give written notice thereof
to the Holders and provide such other information as may be reasonably available
to enable each Holder and its counsel to evaluate such matters; and (ii) in
addition to the requirements set forth in CLAUSE (i) of this SECTION 7.1(c),
upon request of the Required Holders, promptly give written notice of the status
of any action, suit, proceeding, governmental investigation or arbitration
covered by a report delivered pursuant to CLAUSE (i) above and provide such
other information as may be reasonably available to it that would not result in
loss of any attorney-client privilege by disclosure to the Holders to enable
each Holder and its counsel to evaluate such matters.

                  (d) Material Developments. Promptly and in any event within
three (3) calendar days after the Company obtaining knowledge of the occurrence
of any development in the business or affairs of the Company or any of its
Subsidiaries which has resulted in or, which is likely in the reasonable
judgment of the Company to result in, a Material Adverse Effect, or affects the
value of, or the Collateral Agent's interest in, the Collateral, taken as a
whole, in any material respect, deliver to the Holders a statement of the chief
financial officer or treasurer of the Company setting forth details of each such
development and the action which the Company or such Subsidiary, as the case may
be, has taken and proposes to take with respect thereto.

                  (e) ERISA Notices. Deliver or cause to be delivered to the
Holders, at the Company's expense, the following information and notices as soon
as reasonably possible, and in any event:

                  (i) (x) within ten (10) Business Days after the Company
         obtains knowledge that a Termination Event has occurred, a written
         statement of the chief financial officer of the Company describing such
         Termination Event and the action, if any, which the Company has taken,
         is taking or proposes to take with respect thereto, and when known, any
         action taken or threatened by the IRS, DOL or PBGC with respect thereto
         and (y) within ten (10) Business Days after any member of the
         Controlled Group obtains knowledge that a Termination Event has
         occurred which could reasonably be expected to subject the Company to
         liability in excess of $1,000,000, a written statement of the chief
         financial officer of the Company describing such Termination Event and
         the action, if any, which the member of the Controlled Group has taken,
         is taking or proposes to take with respect thereto, and when known, any
         action taken or threatened by the IRS, DOL or PBGC with respect
         thereto;



                                      -17-
<PAGE>

                  (ii) within ten (10) Business Days after the Company or any of
         its Subsidiaries obtains knowledge that a non-exempt prohibited
         transaction (as defined in ERISA and the Code) has occurred, a
         statement of the chief financial officer of the Company describing such
         transaction and the action which the Company or such Subsidiary has
         taken, is taking or proposes to take with respect thereto;

                  (iii) within ten (10) Business Days after the Company or any
         of its Subsidiaries receives notice of any unfavorable determination
         letter from the IRS regarding the qualification of a Plan under Section
         401(a) of the Code, copies of each such letter;

                  (iv) within ten (10) Business Days after the filing thereof
         with the IRS, a copy of each funding waiver request filed with respect
         to any Benefit Plan and all communications received by the Company or a
         member of the Controlled Group with respect to such request;

                  (v) within ten (10) Business Days after receipt by the Company
         or any member of the Controlled Group of the PBGC's intention to
         terminate a Benefit Plan or to have a trustee appointed to administer a
         Benefit Plan, copies of each such notice;

                  (vi) within ten (10) Business Days after receipt by the
         Company or any member of the Controlled Group of a notice from a
         Multiemployer Plan regarding the imposition of withdrawal liability,
         copies of each such notice;

                  (vii) within ten (10) Business Days after the Company or any
         member of the Controlled Group fails to make a required installment or
         any other required payment under Section 412 of the Internal Revenue
         Code on or before the due date for such installment or payment, a
         notification of such failure; and

                  (viii) within ten (10) Business Days after the Company or any
         member of the Controlled Group knows or has reason to know that (a) a
         Multiemployer Plan has been terminated, (b) the administrator or plan
         sponsor of a Multiemployer Plan intends to terminate a Multiemployer
         Plan, or (c) the PBGC has instituted or will institute proceedings
         under Section 4042 of ERISA to terminate a Multiemployer Plan.

For purposes of this SECTION 7.1(e), the Company, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the Administrator of any Plan of which the Company or any member of the
Controlled Group or such Subsidiary is the plan sponsor.

                  (f) Other Reports. Deliver or cause to be delivered to the
Holders copies of all financial statements, reports and notices, if any, sent or
made available generally by the Company to owners of ownership, membership or
other equity interests in the Company or filed with the Commission by the
Company, all press releases made available generally by the Company or any of
the Company's Subsidiaries to the public concerning material developments in the
business of the Company or any such Subsidiary and all notifications received
from the



                                      -18-
<PAGE>

Commission by the Company or its Subsidiaries pursuant to the Securities
Exchange Act and the rules promulgated thereunder.

                  (g) Environmental Notices. As soon as possible and in any
event within ten (10) days after receipt by the Company or any of its
Subsidiaries, a copy of (i) any notice or claim to the effect that the Company
or any of its Subsidiaries is or may be liable to any Person as a result of the
Release by the Company, any of its Subsidiaries, or any other Person of any
Contaminant into the environment, and (ii) any notice alleging any violation of
any Environmental, Health or Safety Requirements of Law by the Company or any of
its Subsidiaries if, in either case, such notice or claim relates to an event
which could reasonably be expected to subject the Company or any of its
Subsidiaries to liability in excess of $5,000,000.

                  (h) Other Information. Promptly upon receiving a request
therefor from any Holder, prepare and deliver to the Holders such other
information with respect to the business, Property, prospects, condition
(financial or otherwise) or results of operations of the Company and its
Subsidiaries as from time to time may be reasonably requested by any Holder.

         Section 7.2. Inspection. The Company shall permit the representatives
of each holder of Notes that is an Institutional Investor:

                  (a) No Default - if no Default or Event of Default then
exists, at the expense of such holder and upon reasonable prior notice to the
Company, to visit the principal executive office of the Company, to discuss the
affairs, finances and accounts of the Company and its Subsidiaries with the
Company's officers, and (with the consent of the Company, which consent will not
be unreasonably withheld) its independent public accountants, and (with the
consent of the Company, which consent will not be unreasonably withheld) to
visit the other offices and properties of the Company and each Subsidiary, all
at such reasonable times and as often as may be reasonably requested in writing;
and

                  (b) Default - if a Default or Event of Default then exists, at
the expense of the Company to visit and inspect any of the offices or properties
of the Company or any Subsidiary, to examine all their respective books of
account, records, reports and other papers, to make copies and extracts
therefrom, and to discuss their respective affairs, finances and accounts with
their respective officers and independent public accountants (and by this
provision the Company authorizes said accountants to discuss the affairs,
finances and accounts of the Company and its Subsidiaries), all at such times
and as often as may be requested.

         Section 7.3. Information Required by Rule 144A. The Company covenants
that it will upon the request of the holder of any Note, provide such holder,
and any qualified institutional buyer designated by such holder, such financial
and other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under
the Securities Act in connection with the resale of Notes, except at such times
as the Company is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act. For the purpose of this SECTION 7.4, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act.



                                      -19-
<PAGE>

SECTION 8. PREPAYMENT OF THE NOTES.

         Section 8.1. Required Prepayments.

                  (a) Without Make-Whole Premium. (i) On December 30, 2006 and
December 30, 2007 the Company will prepay $6,666,667 principal amount (or such
lesser principal amount as shall then be outstanding) of the Series G Notes at
par and without payment of the Make-Whole Amount or any premium, provided that
upon any partial prepayment of the Series G Notes pursuant to SECTION 8.2 or
purchase of the Series G Notes permitted by SECTION 8.5 the principal amount of
each required prepayment of the Series G Notes becoming due under this SECTION
8.1 on and after the date of such prepayment or purchase shall be reduced in the
same proportion as the aggregate unpaid principal amount of the Series G Notes
is reduced as a result of such prepayment or purchase.

                  (ii) On December 17, 2007 the Company will prepay $12,500,000
principal amount (or such lesser principal amount as shall then be outstanding)
of the Series H Notes at par and without payment of the Make-Whole Amount or any
premium, provided that upon any partial prepayment of the Series H Notes
pursuant to SECTION 8.2 or purchase of the Series H Notes permitted by SECTION
8.5 the principal amount of each required prepayment of the Series H Notes
becoming due under this SECTION 8.1 on and after the date of such prepayment or
purchase shall be reduced in the same proportion as the aggregate unpaid
principal amount of the Series H Notes is reduced as a result of such prepayment
or purchase.

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

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

                  (iii) Within three Business Days after the each of each fiscal
quarter of the Company (commencing with the fiscal quarter ending on June 30,
2002), the Company will prepay the Notes in an aggregate principal amount equal
to the product of the Series C-H Note Principal Allocation times the Excess Cash
Flow if positive, for such quarter, together with the Make-Whole Amount payable
with respect thereto; provided that no portion of such prepayment shall be
applied to any Deferral Fee Note or Make-Whole Note.

                  (iv) All prepayments made under and pursuant to this SECTION
8.1(b) shall be applied in accordance with the terms and provisions of SECTION
8.3. All amounts of Make-Whole Amount due and payable with respect to such
prepayments shall be added to the outstanding



                                      -20-
<PAGE>

principal amount of the Make-Whole Notes and an appropriate entry on the grid
attached thereto shall be made by each holder of such Make-Whole Notes.

         Section 8.2. Optional Prepayments with Make-Whole Amount. The Company
may, at its option, upon notice as provided below, prepay at any time all, or
from time to time any part of, the Notes (other than the Deferral Fee Notes and
the Make-Whole Notes unless all Notes are paid in full at such time), in an
amount not less than 10% of the aggregate principal amount of the Notes then
outstanding in the case of a partial prepayment (but if in the case of a partial
prepayment, then against each series of Notes in proportion to the aggregate
principal amount outstanding on each series), at 100% of the principal amount so
prepaid, plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount. The Company will give each holder of Notes
written notice of each optional prepayment under this SECTION 8.2 not less than
30 days and not more than 60 days prior to the date fixed for such prepayment.
Each such notice shall specify (a) such date, (b) the aggregate principal amount
of the Notes to be prepaid on such date, (c) the principal amount of each series
of Notes to be prepaid and the principal amount of each Note held by such holder
to be prepaid (in each case determined in accordance with SECTION 8.3), and (d)
the interest to be paid on the prepayment date with respect to such principal
amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection with
such prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two Business Days
prior to such prepayment, the Company shall deliver to each holder of Notes a
certificate of a Senior Financial Officer specifying the calculation of such
Make-Whole Amount as of the specified prepayment date.

         Section 8.3. Allocation of Partial Prepayments. In the case of each
partial prepayment of the Notes and any prepayment made under SECTION 8.1(b),
the principal amount of the Notes to be prepaid shall be: (a) allocated among
each series of Notes in proportion to the aggregate unpaid principal amount of
each such series of Notes (not counting Make-Whole Notes and Deferred Fee Notes
for this purpose), and (b) allocated pro rata among all of the holders of each
series of Notes at the time outstanding in accordance with the unpaid principal
amount thereof; provided that, within each series, all such partial prepayments
shall be applied against the principal amount of the Notes of such series
scheduled to become due in the inverse order of maturity thereof.

         Section 8.4. Maturity; Surrender, etc. In the case of each prepayment
of Notes pursuant to this SECTION 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the applicable Make-Whole Amount, if any. From and after such date, unless
the Company shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full
shall be surrendered to the Company and cancelled and shall not be reissued, and
no Note shall be issued in lieu of any prepaid principal amount of any Note.



                                      -21-
<PAGE>

         Section 8.5. Purchase of Notes. The Company will not and will not
permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly
or indirectly, any series of the outstanding Notes or any part or portion of any
thereof, except upon the payment or prepayment of each series of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

         Section 8.6. Make-Whole Amount. The term "Make-Whole Amount" means,
with respect to any Note, an amount equal to the excess, if any, of the
Discounted Value of the Remaining Scheduled Payments with respect to the Called
Principal of such Note over the amount of such Called Principal, provided that
the Make-Whole Amount may in no event be less than zero. For the purposes of
determining the Make-Whole Amount, the following terms have the following
meanings:

                  "Called Principal" means, with respect to any Note, the
         principal of such Note that is to be prepaid pursuant to SECTIONS
         8.1(b) OR 8.2 or has become or is declared to be immediately due and
         payable pursuant to SECTION 12.1, as the context requires.

                  "Discounted Value" means, with respect to the Called Principal
         of any Note, the amount obtained by discounting all Remaining Scheduled
         Payments with respect to such Called Principal from their respective
         scheduled due dates to the Settlement Date with respect to such Called
         Principal, in accordance with accepted financial practice and at a
         discount factor (applied on the same periodic basis as that on which
         interest on the Notes is payable) equal to the Reinvestment Yield with
         respect to such Called Principal.

                  "Reinvestment Yield" means, with respect to the Called
         Principal of any Note, .50% over the yield to maturity implied by (a)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to such
         Called Principal, on the display designated as "Page PX1" on the
         Bloomberg Financial Markets Services Screen (or such other display as
         may replace Page PX1 on the Bloomberg Financial Markets Services
         Screen) for actively traded U.S. Treasury securities having a maturity
         closest to the Remaining Average Life of such Called Principal as of
         such Settlement Date, or (b) if such yields are not reported as of such
         time or the yields reported as of such time are not ascertainable, the
         Treasury Constant Maturity Series Yields reported, for the latest day
         for which such yields have been so reported as of the second Business
         Day preceding the Settlement Date with respect to such Called
         Principal, in Federal Reserve Statistical Release H. 15 (519) (or any
         comparable successor publication) for actively traded U.S. Treasury
         securities having a constant maturity equal to the Remaining Average
         Life of such Called Principal as of such Settlement Date. Such implied
         yield will be determined, if necessary, by (i) converting U.S. Treasury
         bill quotations to bond-equivalent yields in accordance with accepted
         financial practice and (ii) interpolating linearly between (1) the
         actively traded U.S. Treasury security with the duration closest to and
         greater than the Remaining Average Life of such Called Principal and
         (2) the actively traded U.S. Treasury security with the duration
         closest to and less than the Remaining Average Life.



                                      -22-
<PAGE>

                  "Remaining Average Life" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (a) such Called Principal into (b) the sum
         of the products obtained by multiplying (i) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (ii) the number of years (calculated to the nearest one-twelfth
         year) that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "Remaining Scheduled Payments" means, with respect to the
         Called Principal of any Note, all payments of such Called Principal and
         interest thereon that would be due after the Settlement Date with
         respect to such Called Principal if no payment of such Called Principal
         were made prior to its scheduled due date, provided that if such
         Settlement Date is not a date on which interest payments are due to be
         made under the terms of the Notes, then the amount of the next
         succeeding scheduled interest payment will be reduced by the amount of
         interest accrued to such Settlement Date and required to be paid on
         such Settlement Date pursuant to SECTIONS 8.1(b), 8.2 or 12.1.

                  "Settlement Date" means, with respect to the Called Principal
         of any Note, the date on which such Called Principal is to be prepaid
         pursuant to SECTIONS 8.1(b) OR 8.2 or has become or is declared to be
         immediately due and payable pursuant to SECTION 12.1, as the context
         requires.

         Notwithstanding anything to the contrary contained herein or in the
Notes, for purposes of computing any Make-Whole Amount under this Agreement, (1)
the "scheduled due date" of the Called Principal of the Series C Notes shall be
deemed to be March 13, 2002 and (2) all Remaining Scheduled Payments on the
Notes shall be determined on the assumption that the interest rates borne by the
Notes are as follows: (A) with respect to the Series C Notes, 7.16% per annum,
(B) with respect to the Series D Notes, 7.31% per annum, (C) with respect to the
Series E Notes, 7.36% per annum, (D) with respect to the Series F Notes, 7.47%
per annum, (E) with respect to the Series G Notes, 7.53% per annum and (F) with
respect to the Series H Notes, 7.55% per annum.

SECTION 9. AFFIRMATIVE COVENANTS.

         The Company covenants that from and after the date of the Closing and
continuing so long as any of the Notes are outstanding:

         Section 9.1. Existence, Etc. Except with respect to the inactive
Subsidiaries identified on SCHEDULE 5.4 hereof, the Company shall, and shall
cause each of its Subsidiaries to, at all times maintain its existence and
preserve and keep, or cause to be preserved and kept, in full force and effect
its rights and franchises material to its businesses, and except that any
Subsidiary of the Company may merge with or liquidate into the Company or any
other Subsidiary of the Company, provided that the surviving entity expressly
assumes any liabilities, if any, of any of such Subsidiaries with respect to the
Obligations pursuant to an assumption agreement reasonably satisfactory to the
Required Holders and provided further that the consolidated net worth of the
surviving corporation is not less than the consolidated net worth of



                                      -23-
<PAGE>

the Subsidiary with any liability with respect to the Obligations immediately
prior to such merger. The Holders acknowledge that the Company intends to, and
the Company hereby agrees to, legally dissolve by no later than sixty (60) days
after the Closing the inactive Subsidiaries identified on SCHEDULE 5.4 hereof,
and the Holders expressly consent to such dissolution.

         Section 9.2. Powers. The Company shall, and shall cause each of its
Subsidiaries to, qualify and remain qualified to do business in each
jurisdiction in which the nature of its business requires it to be so qualified
and where the failure to be so qualified will have or is reasonably likely to
have a Material Adverse Effect.

         Section 9.3. Compliance with Laws, Etc. The Company shall, and shall
cause its Subsidiaries to, (a) comply with all Requirements of Law and all
restrictive covenants affecting such Person or the business, properties, assets
or operations of such Person, and (b) obtain as needed all permits, licenses and
franchises necessary for its operations and maintain such permits in good
standing unless failure to comply or obtain could not reasonably be anticipated
to have a Material Adverse Effect.

         Section 9.4. Payment of Taxes and Claims. The Company shall pay, and
cause each of its Subsidiaries to pay, (a) all taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or in
respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (b) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Lien permitted by SECTION 10.2(c)) upon any of the Company's or such
Subsidiary's property or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, however, that no such taxes,
assessments and governmental charges referred to in CLAUSE (a) above or claims
referred to in CLAUSE (b) above (and interest, penalties or fines relating
thereto) need be paid if being contested in good faith by appropriate
proceedings diligently instituted and conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor; and provided further that no Default or Event of
Default shall arise or occur with respect to this SECTION 9.4 unless unpaid
taxes, assessments, governmental charges and claims (other than those being
contested pursuant to the preceding proviso) exceed $1,000,000 in the aggregate.

         Section 9.5. Intentionally Omitted.

         Section 9.6. Inspection of Property; Books and Records; Discussions. In
addition to the provisions set forth in SECTION 7.2, the Company shall permit,
and cause each of the Company's Subsidiaries to permit, (a) any authorized
representative(s) designated by any Holder to visit and inspect any of the
properties of the Company or any of its Subsidiaries, to examine, audit, check
and make copies of their respective financial and accounting records, books,
journals, orders, receipts and any correspondence and other data relating to
their respective businesses or the transactions contemplated hereby (including,
without limitation, in connection with environmental compliance, hazard or
liability), and to discuss their affairs, finances and accounts with their
directors, officers, employees and independent certified public accountants,



                                      -24-
<PAGE>

and (ii) permit the Collateral Agent or any of its agents or representatives to
conduct a comprehensive field audit of its books, records, properties and
assets, including without limitation, the Collateral, all upon reasonable
notice, at such reasonable times during normal business hours, as often as may
be reasonably requested and at the cost and expense of the Company; provided,
however, so long as no Event of Default has occurred and is continuing, the
Collateral Agent shall not conduct more than one (1) such comprehensive field
audit during any twelve (12) month period and the reimbursable cost associated
therewith shall not exceed $15,000. The Company shall keep and maintain, and
cause each of the Company's Subsidiaries to keep and maintain, in all material
respects, proper books of record and account in which entries in conformity with
GAAP shall be made of all dealings and transactions in relation to their
respective businesses and activities. If a Default has occurred and is
continuing, the Company, upon the request of the Required Holders, shall turn
over any such records to the Holders or their representatives.

         Section 9.7. ERISA Compliance. The Company shall, and shall cause each
of the Company's Subsidiaries and ERISA Affiliates to, establish, maintain and
operate all Plans to comply in all material respects with the provisions of
ERISA, the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans.

         Section 9.8. Maintenance of Properties; Insurance. The Company shall
maintain, preserve and protect all Property that is material to the conduct of
the business of the Company or any of its Subsidiaries and keep such Property in
good repair, working order and condition and from time to time make, or cause to
be made all needful and proper repairs, renewals, additions, improvements and
replacements thereto necessary in order that the business carried on in
connection therewith may be properly conducted at all times in accordance with
customary and prudent business practices for similar businesses; and maintain in
full force and effect insurance with responsible and reputable insurance
companies or associations in such amounts, on such terms and covering such
risks, including fire and other risks insured against by extended coverage, as
is usually carried by companies engaged in similar businesses and owning similar
properties similarly situated and maintain in full force and effect public
liability insurance, insurance against claims for personal injury or death or
property damage occurring in connection with any of its activities or any
properties owned, occupied or controlled by it, in such amounts as it shall
reasonably deem necessary, and maintain such other insurance as may be required
by law. The Company shall deliver to the Collateral Agent, by no later than
thirty (30) days after the Closing, endorsements (y) to all "All Risk" physical
damage insurance policies on all of the Company's and its Subsidiaries' tangible
personal property and assets and business interruption insurance policies naming
the Collateral Agent as loss payee, and (z) to all general liability and other
liability policies naming the Collateral Agent and each Holder as an additional
insured. In the event the Company or any of its Subsidiaries, at any time or
times hereafter shall fail to obtain or maintain any of the policies of
insurance required herein or to pay any premium in whole or in part relating
thereto, then the Collateral Agent, without waiving or releasing any obligations
or resulting Default hereunder, may at any time or times thereafter (but shall
be under no obligation to do so) obtain and maintain such policies of insurance
and pay such premiums and take any other action with respect thereto which the
Collateral Agent deems advisable.



                                      -25-
<PAGE>

         Section 9.9. Environmental Compliance. The Company and its Subsidiaries
shall comply with all Environmental, Health or Safety Requirements of Law,
except where noncompliance will not have or is not reasonably likely to subject
the Company and its Subsidiaries to liability, individually or in the aggregate,
in excess of $5,000,000 (excluding amounts covered by indemnity claims that are
not in dispute).

         Section 9.10. Foreign Employee Benefit Compliance. The Company shall,
and shall cause each of its Subsidiaries and ERISA Affiliates to, establish,
maintain and operate all Foreign Employee Benefit Plans to comply in all
material respects with all laws, regulations and rules applicable thereto and
the respective requirements of the governing documents for such Plans, except
for failures to comply which, in the aggregate, would not result in liability in
excess of $1,000,000.

         Section 9.11. Maintenance of Rights. The Company shall obtain and
maintain, and shall cause each of its Subsidiaries to obtain and maintain, in
full force and effect all licenses, franchises, permits other similar rights
necessary for the operation of its business, except where the failure to obtain
or maintain such rights does not have and could not reasonably be expected to
have a Material Adverse Effect.

         Section 9.12. Conduct of Business. Subject to SECTIONS 9.1(a) and
10.2(h), the Company will continue, and will cause each Subsidiary to continue,
to engage primarily in the material lines of business which the Company and its
Subsidiaries operate, respectively, as of the Closing.

         Section 9.13. Subsidiary Documentation. As soon as practicable and in
any event within 30 days after any Person becomes a Domestic Subsidiary of the
Company, the Company shall cause each such Person to execute and deliver a Note
Guaranty to the Holders and Collateral Documents to the Collateral Agent and to
deliver or cause to be delivered to the Holders (in the case of a Note Guaranty)
and the Collateral Agent (in the case of any Collateral Documents) all related
documentation with respect to the execution and delivery of such Note Guaranty
and Collateral Documents by such Person that the Holders or Collateral Agent may
reasonably request, including, without limitation, certified resolutions,
incumbency certificates, organizational documents and legal opinions.

         Section 9.14. Collateral Documents; Post-Closing Real Estate Covenants.
(a) The Company shall execute or cause to be executed:

                  (1) on or prior to the Closing, (i) the Security Agreement,
(ii) one or more Pledge Agreements with respect to all of the Capital Stock
owned by the Company and its Domestic Subsidiaries of each of the Domestic
Subsidiaries in existence on the Closing, (iii) a Mortgage from the title owner
of the Lafayette Property with respect to the Lafayette Property, and (iv) such
vehicle title applications (other than with respect to vehicles subject to the
Fleet Lease Transaction or the National City Lease Transaction) as the
Collateral Agent may request, accompanied by the relevant vehicle titles and
fees to be filed with the applicable Governmental Authorities to reflect the
Collateral Agent as lienholder;



                                      -26-
<PAGE>

                  (2) (i) within five (5) Business Days after any Subsidiary
becoming a Domestic Subsidiary, a Pledge Agreement (or supplement thereto) with
respect to all of the Capital Stock of such Subsidiary owned by the Company and
its Domestic Subsidiaries and (ii) within thirty (30) days after any Subsidiary
becoming a First Tier Foreign Subsidiary, a pledge agreement (or supplement
thereto) or share mortgage in favor of the Collateral Agent for the benefit of
the Secured Parties with respect to the lesser of (x) 100% (or, in respect of
any First Tier Foreign Subsidiary, 65% so long as a 100% pledge would cause such
First Tier Foreign 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) of all the outstanding Capital Stock of
each First Tier Foreign Subsidiary and (y) all of the outstanding Capital Stock
of each First Tier Foreign Subsidiary currently or hereafter owned by the
Company and its Domestic Subsidiaries; and provided that no such pledge of the
Capital Stock of a First Tier Foreign Subsidiary shall be required hereunder to
the extent such pledge is prohibited by applicable law or the Collateral Agent
and its counsel reasonably determine that such pledge would not provide material
Collateral for the benefit of the Secured Parties pursuant to legally binding,
valid and enforceable Pledge Agreements;

                  (3) within five (5) Business Days after any Subsidiary
becoming a Guarantor, a supplement to the Security Agreement (in the form
attached thereto), and the other documents required by the Collateral Agent in
connection therewith;

                  (4) within thirty (30) days after the Company or any Domestic
Subsidiary acquires any fee interest in real property, a Mortgage executed by
such acquiring Person, accompanied by such title reports, title insurance,
surveys, appraisals and environmental reports (collectively, "Real Estate
Instruments") as are requested by the Collateral Agent (provided that the
foregoing shall not apply to any real property that is (1) or is expected to be
the subject of the SunTrust Sale Leaseback or (2) identified on SCHEDULE 9.14(a)
hereof;

                  (5) within ten (10) days after any Loan Party acquires an
ownership interest in any vehicle and other item of rolling stock subject to a
certificate of title law, to the extent so required by the Collateral Agent, an
appropriate vehicle title application (other than with respect to vehicles
subject to the Fleet Lease Transaction or the National City Lease Transaction)
accompanied by the relevant vehicle title and fee to be filed with the
applicable Governmental Authority to reflect the Collateral Agent as lienholder
with respect to such vehicle or other item of rolling stock;

and the Company shall deliver to the Collateral Agent all such Pledge
Agreements, Note Guarantees and other Collateral Documents, together with
appropriate corporate resolutions and other documentation (including opinions,
UCC financing statements, real estate title insurance policies, environmental
reports, the stock certificates representing the Capital Stock subject to such
pledge, stock powers with respect thereto executed in blank, and such other
documents as shall be reasonably requested to perfect the Lien of such pledge)
in each case in form and substance reasonably satisfactory to the Collateral
Agent; provided that, with respect to the pledge of Capital Stock in First Tier
Foreign Subsidiaries in existence on the date hereof and vehicles and real
estate owned by the Company or any of its Domestic Subsidiaries on the date
hereof, such relevant Pledge Agreements, vehicle title applications and Real
Estate Instruments



                                      -27-
<PAGE>

are required to be delivered hereunder at the times and in the manner required
in writing by the Holders.

                  (b) In addition to the terms and provisions of SECTION
9.14(a), the Company shall, and shall cause its Subsidiaries to, within the time
periods set forth below (to the extent such actions have not occurred on or
prior to the Closing), cause the following to occur:

                  (1) with respect to the Layfayette Property: (a) within seven
(7) days of the Closing, deliver an executed Mortgage and record and/or file
such Mortgage with the local recorder of deeds/registrar of titles; (b) within
seven (7) days of the Closing, deliver a Lender's 1970 ALTA form of title
insurance policy (or executed Pro-Forma thereof) in favor of the Collateral
Agent in the amount of the net book value of the Lafayette Property; (c) within
sixty (60) days of the Closing, deliver a Phase I Environmental Assessment
addressed to and in form and substance reasonably satisfactory to the Holders,
and prepared by an environmental engineering firm reasonably acceptable to the
Holders; (d) within seven (7) days of the Closing, deliver a legal opinion in
the form as set forth in EXHIBIT 4.4(c) hereto from Baker & Daniels regarding
such Mortgage; (e) within seventy-five (75) days of the Closing, deliver an ALTA
plat of survey prepared by a surveyor licensed in the State of Indiana with
respect to the Layfayette Property; and (f) within sixty (60) days of delivery
of the survey, cause any necessary adjustments or modifications to the Mortgage
or the title insurance policy as may be reasonably required to reflect the
survey and the facts set forth therein on the title insurance policy and the
Mortgage;

                  (2) with respect to each Material Real Estate Property: (a)
within fifteen (15) days of the Closing, deliver an executed Mortgage and record
and/or file such Mortgage with the local recorder of deeds/registrar of titles;
(b) within thirty (30) days of the Closing, deliver a Lender's 1970 ALTA form of
title insurance policy (or executed Pro-Forma thereof) in favor of the
Collateral Agent in the amount of the net book value of the such property; (c)
within sixty (60) days of the Closing, deliver a Phase I Environmental
Assessment addressed to and in form and substance reasonably satisfactory to the
Holders, and prepared by an environmental engineering firm reasonably acceptable
to the Holders; (d) within thirty (30) days of the Closing, deliver a legal
opinion in the form as set forth in EXHIBIT 4.4(c) hereto from special local
counsel reasonably satisfactory to the Holders regarding such Mortgage; (e)
within seventy-five (75) days of the Closing, deliver an ALTA plat of survey
prepared by a surveyor licensed in the state where such property is located with
respect to such property; and (f) within sixty (60) days of delivery of the
survey, cause any necessary adjustments or modifications to the Mortgage or the
title insurance policy as may be reasonably required to reflect the survey and
the facts set forth therein on the title insurance policy and the Mortgage;

                  (3) with respect to each Significant Real Estate Property: (a)
within forty-five (45) days of the Closing, deliver an executed Mortgage and
record and/or file such Mortgage with the local recorder of deeds/registrar of
titles; and (b) within forty-five (45) days of the Closing, deliver a Lender's
1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in
favor of the Collateral Agent in the amount of the net book value of the such
property;



                                      -28-
<PAGE>

                  (4) with respect to all other real property owned by the
Company or its Domestic Subsidiaries: (a) within sixty (60) days of the Closing,
deliver an executed Mortgage and record and/or file such Mortgage with the local
recorder of deeds/registrar of titles; and

                  (5) with respect to all properties which are anticipated to be
included in the SunTrust Sale Leaseback, the Company agrees that if such
SunTrust Sale Leaseback is not consummated on or prior to December 31, 2002, or
if any property which was anticipated to be included in such SunTrust Sale
Leaseback and is not so included, the Company shall comply or cause its Domestic
Subsidiaries to comply with the terms and provisions of this SECTION 9.14(b)
with respect to each such property on or prior to December 31, 2002 in the case
of all such properties if the SunTrust Sale Leaseback is not consummated and
within forty-five (45) days from the date any property is no longer anticipated
to be included in the SunTrust Sale Leaseback.

         Section 9.15. Restructuring Consultant. The Company shall engage and
retain, until such time as the Required Secured Parties so require, a
restructuring consulting firm acceptable to the Required Secured Parties and the
Company shall cause such restructuring consulting firm to deliver such financial
reports, statements and analysis to any Holders as such Holder may reasonably
request from time to time. Each Holder hereby acknowledges that the Company has
engaged and retained PricewaterhouseCoopers as its restructuring consultant and
agrees that PricewaterhouseCoopers is acceptable to each Holder.

         Section 9.16. Chief Restructuring Officer. In the event the Company has
not appointed a full-time permanent chief executive officer by September 30,
2002, the Company shall appoint and retain, until a full-time permanent chief
executive officer of the Company is appointed, a chief restructuring officer
with such qualifications and experience as are acceptable to the Required
Secured Parties, which officer shall report directly to the Company's board of
directors. The Company shall vest such officer with control over the operations
of the Company and its Subsidiaries. Furthermore, until a full-time permanent
chief executive officer of the Company is appointed, the Company hereby agrees
to furnish to the Holders, promptly and in any event within (a) three (3)
calendar days after the Company obtaining knowledge thereof, a statement of the
chief financial officer or treasurer of the Company setting forth details of any
and all material developments in the Company's search for a full-time permanent
chief executive officer and (b) 15 days after the end of each calendar month, a
statement of the chief financial officer or treasurer of the Company setting
forth details of any and all steps the Company proposes to take with respect to
selecting a full-time permanent chief executive officer.

         Section 9.17. Approved Refinancing Indebtedness. The Company shall
incur Approved Refinancing Indebtedness on or prior to March 30, 2004 in an
aggregate principal amount equal to or in excess of the amount of Indebtedness
of the Company which matures on March 30, 2004.

SECTION 10. NEGATIVE COVENANTS; FINANCIAL COVENANTS.

         Section 10.1. Fiscal Year 2004 Covenants. The Company covenants that
from and after December 31, 2003 and continuing so long as any of the Notes are
outstanding:



                                      -29-
<PAGE>

                  (a) Consolidated Tangible Net Worth. The Company will at all
times keep and maintain Consolidated Tangible Net Worth at an amount not less
than the sum of (i) $110,000,000 plus (ii) 75% of Consolidated Net Income
computed on a cumulative basis for each of the elapsed fiscal quarters ending
after December 31, 2003; provided that notwithstanding that Consolidated Net
Income for any such elapsed fiscal quarter may be a deficit figure, no reduction
as a result thereof shall be made on the sum to be maintained pursuant hereto.

                  (b) Funded Debt. The aggregate amount of all Consolidated
Funded Debt shall not at any time exceed 50% of Consolidated Total
Capitalization.

                  (c) Priority Debt. The aggregate amount of all Consolidated
Priority Debt outstanding at any time shall not exceed 20% of Consolidated
Tangible Net Worth.

                  (d) Minimum Interest Coverage Ratio. The Company shall not
permit the Interest Coverage Ratio as of the last day of each fiscal quarter of
the Company (commencing with the fiscal quarter ending on or about March 30,
2004), for the period of four consecutive fiscal quarters then ending, to be
less than 4.00 to 1.

                  (e) Maximum Leverage Ratio. The Company shall not permit the
ratio of (i) Consolidated Funded Debt to (ii) Consolidated EBITDA as of the last
day of each fiscal quarter of the Company (commencing with the fiscal quarter
ending on or about March 30, 2004), for the period of four consecutive fiscal
quarters then ending, to be greater than 2.85 to 1.

         Section 10.2. Negative Covenants. The Company covenants that from and
after the Closing and continuing so long as any of the Notes are outstanding:

                  (a) Indebtedness. Neither the Company nor any of its
Subsidiaries shall directly or indirectly create, incur, assume or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness,
except:

                  (i) the Obligations;

                  (ii) Permitted Existing Indebtedness;

                  (iii) Indebtedness arising from intercompany loans from the
         Company or any Subsidiary to any Subsidiary so long as intercompany
         loans from the Company or any Domestic Subsidiary to a Foreign
         Subsidiary shall not exceed an aggregate of $5,000,000 during the term
         of this Agreement;

                  (iv) Indebtedness with respect to surety, appeal and
         performance bonds obtained by the Company or any of its Subsidiaries in
         the ordinary course of business;

                  (v) Indebtedness constituting Contingent Obligations permitted
         by SECTION 10.2(e);



                                      -30-
<PAGE>

                  (vi) unsecured Indebtedness and other liabilities incurred in
         the ordinary course of business and consistent with past practice, but
         not incurred through the borrowing of money or the obtaining of credit
         (other than customary trade terms);

                  (vii) Indebtedness evidenced by the Bank Notes and other
         Indebtedness under the Credit Agreement in an aggregate principal
         amount not to exceed $125,000,000 plus the PIK Notes (as defined in the
         Credit Agreement);

                  (viii) Indebtedness incurred in connection with the
         Receivables Purchase Documents; provided that Receivables Facility
         Attributed Indebtedness incurred in connection therewith does not
         exceed $110,000,000 in the aggregate at any time;

                  (ix) other unsecured Indebtedness in an aggregate principal
         amount not exceeding $3,000,000 at any time outstanding; and

                  (x) the Approved Refinancing Indebtedness.

                  (b) Sales of Assets. Except in connection with the SunTrust
Sale Leaseback and the sale of any of the assets and properties or consummation
of the transactions identified on SCHEDULE 10.2(b) hereto, neither the Company
nor any of its Subsidiaries shall sell, assign, transfer, lease, convey or
otherwise dispose of any property, whether now owned or hereafter acquired, or
any income or profits therefrom, or enter into any agreement to do so, except:

                  (i) sales of inventory in the ordinary course of business;

                  (ii) the disposition of obsolete equipment in the ordinary
         course of business;

                  (iii) Permitted Receivables Transfer;

                  (iv) sales by Apex Trailer Leasing & Rentals, L.P. in the
         ordinary course of business of lease and other finance contract
         receivables and equipment subject to lease, if such transaction (a) is
         for not less than fair market value and (b) when combined with all
         other such sales during the then current fiscal year represents
         disposition of not greater than 50% of Apex Trailer Leasing & Rentals,
         L.P.'s Tangible Assets at the end of the immediately preceding fiscal
         year;

                  (v) transfers of assets by the Company or any Subsidiary to
         any Subsidiary so long as (1) in the case of a transferee which is a
         Domestic Subsidiary, the security interests granted pursuant to the
         Collateral Documents in the events so transferred shall remain in full
         force and effect and perfected and (2) transfers of assets by the
         Company or any Domestic Subsidiary to any Foreign Subsidiary shall not
         exceed an aggregate of $1,000,000 during the term of this Agreement.

                  (c) Liens. Neither the Company nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or permit to exist any Lien
on or with respect to any of their respective property or assets except:



                                      -31-
<PAGE>

                  (i) Permitted Existing Liens;

                  (ii) Customary Permitted Liens;

                  (iii) purchase money Liens (including the interest of a lessor
         under a Capitalized Lease and Liens to which any property is subject at
         the time of the acquisition thereof by the Company or one of its
         Subsidiaries) securing permitted purchase money Indebtedness; provided
         that such Liens shall not apply to any property of the Company or its
         Subsidiaries other than that purchased or subject to such Capitalized
         Lease;

                  (iv) Liens arising in connection with the Permitted
         Receivables Transfer;

                  (v) Environmental Liens securing liabilities, claims, costs or
         damages not exceeding $5,000,000 in the aggregate;

                  (vi) Liens created by the Collateral Documents; and

                  (vii) Liens granted by a Foreign Subsidiary on Property
         located in Canada to the extent securing Indebtedness permitted by
         SECTION 10.2(a)(iii).

In addition, neither the Company nor any or its Subsidiaries shall, after the
date hereof, become a party to any agreement, note, indenture or other
instrument (other than the Intercreditor Agreement), or take any other action,
which would prohibit the creation of a Lien on any of its properties or other
assets in favor of the Collateral Agent for the benefit of itself and the
Secured Parties as collateral for the Secured Obligations; provided that any
agreement, note, indenture or other instrument in connection with permitted
purchase money Indebtedness (including Capitalized Lease Obligations) may
prohibit the creation of a Lien in favor of the Collateral Agent for the benefit
of itself and the Secured Parties on the items of property obtained with the
proceeds of such permitted purchase money Indebtedness; and provided further
that the Receivables Purchase Documents may prohibit the creation of a Lien in
favor of the Collateral Agent for the benefit of itself and the other Secured
Parties on the assets of WNC and on the "Transferred Assets" (as defined in the
Receivables Sale Agreement) of the Originators.

                  (d) Investments. Neither the Company nor any of its
Subsidiaries shall directly or indirectly make or own any Investment except:

                  (i) Investments in Cash Equivalents;

                  (ii) Permitted Existing Investments;

                  (iii) Investments received in connection with the bankruptcy
         or reorganization of suppliers and customers and in settlement of
         delinquent obligations of, and other disputes with, customers and
         suppliers arising in the ordinary course of business;



                                      -32-
<PAGE>

                  (iv) Investments consisting of deposit accounts maintained by
         the Company or any of its Subsidiaries in connection with their cash
         management systems;

                  (v) Investments with respect to Indebtedness permitted
         pursuant to SECTION 10.2(a)(iii);

                  (vi) Existing Investments in any Subsidiaries;

                  (vii) Investments consisting of minority interests and joint
         ventures and loans or advances to such entities, provided that at the
         time any such Investment is made the amount of all Investments under
         this CLAUSE (vii) (including such new Investment, and including all
         Permitted Existing Investments that are of the type covered by this
         CLAUSE (vii)) does not exceed $5,000,000 at such time;

                  (viii) Investments in WNC required in connection with the
         Receivables Purchase Documents; and

                  (ix) Investments in connection with Permitted Acquisitions.

                  (e) Contingent Obligations. Neither the Company nor any of its
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) Permitted Existing Contingent Obligations and any extensions,
renewals or replacements thereof, provided that any such extension, renewal or
replacement is not greater than the Indebtedness under, and shall be on terms no
less favorable to the Company or such Subsidiary than the terms of, the
Permitted Existing Contingent Obligation being extended, renewed or replaced;
(iii) obligations, warranties, and indemnities, not relating to Indebtedness of
any Person, which have been or are undertaken or made in the ordinary course of
business and not for the benefit of or in favor of an Affiliate of the Company
or such Subsidiary; (iv) Contingent Obligations of the Company or any of its
Subsidiaries with respect to any Indebtedness permitted by this Agreement; and
(v) Contingent Obligations with respect to surety, appeal and performance bonds
obtained by the Company or any Subsidiary in the ordinary course of business.

                  (f) Acquisitions. Neither the Company nor any of its
Subsidiaries shall make any Acquisition other than a Permitted Acquisition.

                  (g) Transactions with Shareholders or Affiliates. Neither the
Company nor any of its Subsidiaries shall directly or indirectly enter into or
permit to exist any transaction (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any holder or holders of any Equity Interests of the Company, or with any
Affiliate of the Company which is not its Subsidiary, on terms that are less
favorable to the Company or its Subsidiaries, as applicable, than those that
might be obtained in an arm's length transaction at the time from Persons who
are not such a holder or Affiliate.



                                      -33-
<PAGE>

                  (h) Restriction on Fundamental Changes. Neither the Company
nor any of its Subsidiaries shall enter into any merger or consolidation, or
liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or
convey, lease, sell, transfer or otherwise dispose of, in one transaction or
series of transactions, all or substantially all of the Company's or any such
Subsidiary's business or property, whether now or hereafter acquired, except
transactions permitted under SECTIONS 10.2(b) AND 10.2(f) and except that any
Subsidiary of the Company may merge with or liquidate into the Company or any
other Subsidiary of the Company, provided that the surviving entity expressly
assumes any liabilities, if any, of either of such Subsidiaries with respect to
the Obligations pursuant to an assumption agreement reasonably satisfactory to
the Required Holders and provided further that the consolidated net worth of the
surviving corporation is not less than the consolidated net worth of the
Subsidiary with any liability with respect to the Obligations immediately prior
to such merger.

                  (i) Margin Regulations. Neither the Company nor any of its
Subsidiaries shall use all or any portion of the proceeds of any credit extended
under this Agreement to purchase or carry Margin Stock.

                  (j) ERISA. The Company shall not:

                  (i) engage, or permit any of its Subsidiaries to engage, in
         any prohibited transaction described in Sections 406 of ERISA or 4975
         of the Code for which a statutory or class exemption is not available
         or a private exemption has not been previously obtained from the DOL;

                  (ii) permit to exist any accumulated funding deficiency (as
         defined in Sections 302 of ERISA and 412 of the Internal Revenue Code),
         with respect to any Benefit Plan, whether or not waived;

                  (iii) fail, or permit any Controlled Group member to fail, to
         pay timely required contributions or annual installments due with
         respect to any waived funding deficiency to any Benefit Plan; or

                  (iv) terminate, or permit any Controlled Group member to
         terminate, any Benefit Plan which would result in any liability of the
         Company or any Controlled Group member under Title IV of ERISA.

                  (k) Fiscal Year. Neither the Company nor any of its
consolidated Subsidiaries shall change its fiscal year for accounting or tax
purposes from a period consisting of the 12-month period ending on December 31
of each calendar year.

                  (l) Prepayment of Other Indebtedness. Neither the Company nor
any of its Subsidiaries shall make any optional prepayment, redemption,
repurchase or defeasance of any Indebtedness of the Company or any such
Subsidiary which would, in accordance with GAAP, constitute long-term
Indebtedness, other than the Obligations, any intercompany indebtedness
permitted by SECTION 10.2(a)(iii) and other Indebtedness described on SCHEDULE
10.2(l) hereto.



                                      -34-
<PAGE>

                  (m) Limitations on Restrictive Agreements. Neither the Company
nor any of its Subsidiaries shall enter into, or suffer to exist, any agreement
(other than the Credit Agreement, the Series A Note Purchase Agreements and the
Series I Note Purchase Agreement with any Person which, directly or indirectly,
prohibits or limits the ability of any Subsidiary to (i) pay dividends or make
other distributions to the Company or prepay any Indebtedness owed to Company or
(ii) transfer any of its properties or assets to the Company (other than with
respect to assets subject to Liens permitted by SECTION 10.2(c)).

                  (n) Leases. Except in connection with the SunTrust Sale
Leaseback, the Fleet Lease Transaction and the National City Lease Transaction,
the Company shall not create, incur, assume or suffer to exist, or permit any of
its Subsidiaries to create, incur, assume or suffer to exist, any obligation as
lessee for the rental or hire of any real or personal property, except: (i)
leases existing on the date of this Agreement and any extensions or renewals
thereof, but no increase in the amount payable thereunder; and (ii) leases
(other than Capitalized Leases or leases constituting Off-Balance Sheet
Liabilities) which do not in the aggregate require the Company and its
Subsidiaries on a consolidated basis to make payments (including taxes,
insurance, maintenance and similar expenses which the Company or any Subsidiary
is required to pay under the terms of any lease) at any time during the term of
this Agreement in excess of $3,500,000.

                  (o) [Intentionally Omitted.]

                  (p) Hedging Obligations. Enter into any interest rate,
commodity or foreign currency exchange, swap, collar, cap or similar agreements
evidencing Hedging Obligations, other than interest rate, foreign currency or
commodity exchange, swap, collar, cap or similar agreements entered into by the
Company pursuant to which the Company has hedged its actual or forecasted
interest rate, foreign currency or commodity exposure. Such permitted hedging
agreements entered into by the Company and any Lender or any affiliate of any
Lender to hedge floating interest rate risk in an aggregate notional amount not
to exceed at any time an amount equal to the outstanding balance of the Term
Loans and the principal Indebtedness under the Senior Notes at such time are
sometimes referred to herein as "Interest Rate Agreements".

                  (q) Sales and Leasebacks. Neither the Company nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any Property (whether real or personal or mixed) (i) which
it or one of its Subsidiaries sold or transferred or is to sell or transfer to
any other Person, or (ii) which it or one of its Subsidiaries intends to use for
substantially the same purposes as any other Property which has been or is to be
sold or transferred by it or one of its Subsidiaries to any other Person in
connection with such lease, unless (a) in either case the sale involved is not
prohibited under SECTION 10.2(b) and the lease involved is not prohibited under
SECTION 10.2(a) or (b) such sale and leaseback transaction is the SunTrust Sale
and Leaseback. The parties hereto acknowledge and agree that the foregoing shall
not operate to restrict, prohibit or prevent the Fleet Lease Transaction and the
National City Lease Transaction.



                                      -35-
<PAGE>

                  (r) Issuance of Disqualified and Preferred Stock. Neither the
Company nor any of its Subsidiaries shall issue any Disqualified Stock. The
Company shall not issue any new shares of preferred stock and shall not permit
any Subsidiary to issue any shares of preferred stock.

                  (s) Corporate Documents. Neither the Company nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective constituent documents as in effect on the
date hereof in any manner materially adverse to the ability of the Company or
any of its Subsidiaries to perform their respective obligations under the Note
Documents, without the prior written consent of the Required Holders. The
Company shall not amend, modify or otherwise change any of the terms or
provisions of the Fruehauf Preferred Stock.

                  (t) Other Indebtedness. The Company shall not amend, modify or
supplement, or permit any Subsidiary to amend, modify or supplement (or consent
to any amendment, modification or supplement of), any document, agreement or
instrument evidencing the Bank Notes, the Senior Notes (other than the Notes),
the NatCity Lease Transaction, the Fleet Lease Transaction, the Permitted
Receivables Transfer or Subordinated Indebtedness (or any replacements,
substitutions or renewals thereof) or pursuant to which any such Indebtedness is
issued where such amendment, modification or supplement provides for the
following or which has any of the following effects:

                  (i) increases the overall principal amount of any such
         Indebtedness or increases the amount of any single scheduled
         installment of principal or interest;

                  (ii) shortens or accelerates the date upon which any
         installment of principal or interest becomes due or adds any additional
         mandatory redemption provisions;

                  (iii) shortens the final maturity date of such Indebtedness or
         otherwise accelerates the amortization schedule with respect to such
         Indebtedness;

                  (iv) increases the rate of interest accruing on such
         Indebtedness;

                  (v) provides for the payment of additional fees or increases
         existing fees;

                  (vi) amends or modifies any financial or negative covenant (or
         covenant which prohibits or restricts the Company or a Subsidiary of
         the Company from taking certain actions) in a manner which is more
         onerous or more restrictive to the Company (or any Subsidiary of the
         Company) or which is otherwise materially adverse to the Company and/or
         the Lenders or, in the case of adding covenants, which places
         additional restrictions on the Company (or a Subsidiary of the Company)
         or which requires the Company or any such Subsidiary to comply with
         more restrictive covenants than the covenants set forth herein or which
         requires the Company to better its financial performance from that set
         forth in the financial covenants set forth herein;



                                      -36-
<PAGE>

                  (vii) amends, modifies or adds any covenant in a manner which,
         when taken as a whole, is materially adverse to the Company and/or the
         Holders;

                  (viii) amends, modifies or supplements any subordination
         provisions thereof;

                  (ix) amends or modifies the limitations on transfer provided
         therein; or

                  (x) reduces the lending commitments under the Credit Agreement
         or the availability under the Permitted Receivables Transfer facility.

                  (w) No Changes to Standard Warranty. The Company shall not,
and shall cause its Subsidiaries to not, make any material changes to the
warranty policies of the Company and its Subsidiaries in effect on the date of
this Agreement.

                  (x) Prohibition Against Trade-In-Value Guaranties. The Company
shall not, and shall cause its Subsidiaries to not, make any guarantee of
trade-in values of trailers beyond six months in duration.

         Section 10.3. Financial Covenants. The Company covenants that from and
after the Closing and continuing so long as any of the Notes are outstanding:

                  (a) Minimum Consolidated Tax Adjusted Equity. If the Company
shall have reported a cumulative tax benefit as of the last day of any fiscal
quarter specified below, the Company shall, as of the last day of such fiscal
quarter, maintain Consolidated Tax Adjusted Equity at an amount not less than
the applicable "Minimum Consolidated Tax Adjusted Equity" specified below:

<TABLE>
<CAPTION>
                          Minimum Consolidated Tax
Fiscal Quarter Ending         Adjusted Equity
---------------------     ------------------------
<S>                       <C>
March 31, 2003                  $ 99,064,000
June 30, 2003                   $100,681,000
September 30, 2003              $103,283,000
December 31, 2003               $ 96,504,000
</TABLE>

                  (b) Minimum Consolidated Equity. If the Company shall not have
reported a cumulative tax benefit as of the last day of any fiscal quarter
specified below, the Company shall, as of the last day of such fiscal quarter,
maintain Consolidated Equity at an amount not less than the applicable "Minimum
Consolidated Equity" specified below:

<TABLE>
<CAPTION>
                            Minimum Consolidated
Fiscal Quarter Ending             Equity
---------------------       --------------------
<S>                         <C>
March 31, 2003                  $87,882,000
June 30, 2003                   $90,461,000
September 30, 2003              $94,751,000
December 31, 2003               $84,077,000
</TABLE>



                                      -37-
<PAGE>

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

<TABLE>
<CAPTION>
                              Maximum Leverage
Fiscal Quarter Ending         Valuation Ratio
---------------------         ----------------
<S>                           <C>
June 30, 2002                   0.95 to 1
September 30, 2002              0.95 to 1
December 31, 2002               0.95 to 1
March 31, 2003                  0.85 to 1
June 30, 2003                   0.80 to 1
September 30, 2003              0.80 to 1
December 31, 2003               0.75 to 1
</TABLE>

                  (d) Minimum Consolidated EBITDA. (i) The Company shall, as of
the last day of each of the fiscal quarters of the Company occurring in calendar
year 2002, maintain Consolidated EBITDA for the cumulative period commencing on
April 1, 2002 and ending on the last day of such fiscal quarter, at an amount
not less than $(20,000,000).

                  (ii) The Company shall, as of the last day of the calendar
months specified below, maintain Consolidated EBITDA at an amount not less than
the applicable "Minimum Rolling 12 Month Consolidated EBITDA" specified below
for the period of 12 consecutive calendar months then ending:

<TABLE>
<CAPTION>
                             Minimum Rolling 12
                             Month Consolidated
Month Ending                      EBITDA
------------                 ------------------
<S>                          <C>
January 31, 2003                $36,135,000
February 28, 2003               $36,620,000
March 31, 2003                  $39,301,000
April 30, 2003                  $40,541,000
May 31, 2003                    $41,276,000
June 30, 2003                   $42,192,000
July 31, 2003                   $42,877,000
August 31, 2003                 $43,422,000
September 30, 2003              $43,784,000
October 31, 2003                $43,941,000
November 30, 2003               $43,828,000
December 31, 2003               $43,539,000
January 31, 2004                $42,539,000
</TABLE>

                  (e) Minimum Interest Coverage Ratio. The Company shall not
permit the Interest Coverage Ratio as of the last day of each fiscal quarter of
the Company (commencing with the fiscal quarter ending on or about March 31,
2003), for the period of four consecutive fiscal quarters then ending, to be
less than 1.25 to 1.



                                      -38-
<PAGE>

                  (f) Maximum Capital Expenditures. The Company will not, and
will not permit any Subsidiary to, expend for Capital Expenditures during any
fiscal year of the Company and its Subsidiaries, in excess of $6,000,000 in the
aggregate for the Company and its Subsidiaries.

                  (g) Maximum Finance Contracts. The Company will not, and will
not permit any Subsidiary to, enter into any new Finance Contract if and to the
extent that the sum of such Finance Contract (a) when added to the aggregate
amount of all Finance Contracts entered by the Company or any of its
Subsidiaries during the twelve (12) month period that commences on the Closing
Date exceeds $5,000,000 or (b) when added to the aggregate amount of all Finance
Contracts entered by the Company or any of its Subsidiaries during the twelve
(12) month period that commences on the first (1st) anniversary of the Closing
date exceeds $5,000,000.

         Section 10.4. Additional Negative Covenants. The Company covenants that
from and after the Closing and continuing so long as any of the Notes are
outstanding:

                  (a) Restricted Payments. The Company will not, and will not
permit any Subsidiary to, make any Restricted Payment; provided that the Company
may, commencing with the March 15, 2003 scheduled dividend, resume (but may not
make any payments that were previously due and not paid) making the regularly
scheduled dividends on the Fruehauf Preferred Stock on a quarterly basis in an
amount per quarter not to exceed 1.5% of the Stated Value Per Share (as defined
in the Fruehauf Preferred Stock) so long as (i) no Default or Event of Default
shall have occurred and be continuing hereunder, (ii) no Default or Event of
Default would have occurred under the financial covenants set forth in CLAUSES
(1), (2), (3) and (4) below if such financial covenants had been in full force
and effect from the Closing to the date of declaration of such proposed
Restricted Payment on the Fruehauf Preferred Stock and (iii) the Company has
appointed a full-time permanent chief executive officer as of the date of
declaration of such proposed Restricted Payment on the Fruehauf Preferred Stock.

         For purposes of this SECTION 10.4(a), on and prior to the date of the
declaration of any proposed Restricted Payment on the Fruehauf Preferred Stock
pursuant to this SECTION 10.4(a), the Company shall have, and shall have caused
each of its Subsidiaries to have, complied with the following financial
covenants set forth in CLAUSES (1), (2), (3) and (4) below:

                  (1) (A) If the Company shall have reported a cumulative tax
         benefit as of the last day of any fiscal quarter specified below, the
         Company shall, as of the last day of such fiscal quarter, maintain
         Consolidated Tax Adjusted Equity at an amount not less than the
         applicable "Minimum Consolidated Tax Adjusted Equity" specified below:

<TABLE>
<CAPTION>
                                            Minimum Consolidated
               Fiscal Quarter Ending        Tax Adjusted Equity
               ---------------------        --------------------
               <S>                          <C>
               June 30, 2002                    $106,376,000
               September 30, 2002               $113,535,000
               December 31, 2002                $107,267,000
               March 31, 2003                   $ 99,064,000
</TABLE>



                                      -39-
<PAGE>
<TABLE>
                  <S>                             <C>
                  June 30, 2003                   $100,681,000
                  September 30, 2003              $103,283,000
                  December 31, 2003               $ 96,504,000
</TABLE>


                           (B) If the Company shall not have reported a
                  cumulative tax benefit as of the last day of any fiscal
                  quarter specified below, the Company shall, as of the last day
                  of such fiscal quarter, maintain Consolidated Equity at an
                  amount not less than the applicable "Minimum Consolidated
                  Equity" specified below:

<TABLE>
<CAPTION>
                                               Minimum Consolidated
                  Fiscal Quarter Ending              Equity
                  ---------------------        --------------------
                  <S>                          <C>
                  June 30, 2002                   $101,492,000
                  September 30, 2002              $110,961,000
                  December 31, 2002               $100,966,000
                  March 31, 2003                  $ 87,882,000
                  June 30, 2003                   $ 90,461,000
                  September 30, 2003              $ 94,751,000
                  December 31, 2003               $ 84,077,000
</TABLE>

                           (2) (A) The Company shall not permit the Interest
                  Coverage Ratio as of the last day of the calendar months
                  specified below, for the cumulative period commencing April,
                  2002 and ending on the last day of such calendar month, to be
                  less than the applicable "Minimum Interest Coverage Ratio"
                  specified below:

<TABLE>
<CAPTION>
                                                Minimum Interest
                  Fiscal Quarter Ending          Coverage Ratio
                  ---------------------         ----------------
                  <S>                           <C>
                  June 30, 2002                   1.50 to 1
                  September 30, 2002              1.50 to 1
                  December 31, 2002               1.25 to 1
</TABLE>

                           (B) The Company shall not permit the Interest
                  Coverage Ratio as of the last day of each fiscal quarter of
                  the Company specified below, for the period of four
                  consecutive fiscal quarters then ending, to be less than the
                  applicable "Minimum Interest Coverage Ratio" specified below:

<TABLE>
<CAPTION>
                                                 Minimum Interest
                  Fiscal Quarter Ending           Coverage Ratio
                  ---------------------          ----------------
                  <S>                            <C>
                  March 31, 2003                  1.25 to 1
                  June 30, 2003                   1.25 to 1
                  September 30, 2003              1.25 to 1
                  December 31, 2003               1.25 to 1
</TABLE>

                  (3) The Company shall, as of the last day of each of the
                  calendar months specified below, maintain Consolidated EBITDA
                  for the cumulative



                                      -40-
<PAGE>

                  period commencing on April 1, 2002 and ending on the last day
                  of such calendar month, at an amount not less than the
                  applicable "Minimum Cumulative Consolidated EBITDA" specified
                  below:

<TABLE>
<CAPTION>
                                                   Minimum Cumulative
          Month Ending                            Consolidated EBITDA
          <S>                                     <C>
          April 30, 2002                             $ 3,841,000
          May 31, 2002                               $ 8,389,000
          June 30, 2002                              $14,722,000
          July 31, 2002                              $22,084,000
          August 31, 2002                            $28,732,000
          September 30, 2002                         $33,110,000
          October 31, 2002                           $36,753,000
          November 30, 2002                          $37,818,000
          December 31, 2002                          $37,856,000
</TABLE>

                  (4) The Company shall, as of the last day of each of the
         calendar months specified below, maintain Consolidated EBITDA at an
         amount not less than the applicable "Minimum Rolling 12 Month
         Consolidated EBITDA" specified below for the period of 12 consecutive
         calendar months then ending:

<TABLE>
<CAPTION>
            Month Ending                       Minimum Rolling 12 Month
                                                  Consolidated EBITDA
         <S>                                   <C>
         January 31, 2003                             $36,135,000
         February 28, 2003                            $36,620,000
         March 31, 2003                               $39,301,000
         April 30, 2003                               $40,541,000
         May 31, 2003                                 $41,276,000
         June 30, 2003                                $42,192,000
         July 31, 2003                                $42,877,000
         August 31, 2003                              $43,422,000
         September 30, 2003                           $43,784,000
         October 31, 2003                             $43,941,000
         November 30, 2003                            $43,828,000
         December 31, 2003                            $43,539,000
         January 31, 2004                             $42,539,000
</TABLE>

                  (b) Approved Refinancing Indebtedness. The Company will not,
and will not permit any Subsidiary to, incur any Indebtedness other than (x)
Indebtedness permitted under SECTION 10.2(a), (y) other Indebtedness with the
written consent of 100% of the Holders of the Notes and (z) the Approved
Refinancing Indebtedness. For purposes of this Agreement, "Approved Refinancing
Indebtedness" shall mean Indebtedness of the Company which is either approved
under clause (y) above or which satisfies each of the following requirements:



                                      -41-
<PAGE>

                  (i) the maximum principal amount of such Indebtedness does not
         exceed the outstanding principal amount of Indebtedness of the Company
         which matures on March 30, 2004 plus accrued interest thereon and the
         amount of all reasonable costs and expenses incurred in connection with
         the incurrence of such Indebtedness;

                  (ii) the maturity date of such Indebtedness is no earlier than
         March 30, 2007;

                  (iii) immediately prior to and after giving effect to the
         incurrence of such Indebtedness, no Default or Event of Default shall
         have occurred or be continuing under this Agreement or the Credit
         Agreement, including, without limitation the provisions of SECTION 10;

                  (iv) the documentation evidencing such Indebtedness provides
         for collateralization, covenants and other material terms no less
         favorable to the Holders than those set forth in this Agreement, the
         Collateral Documents and the Intercreditor Agreement; and

                  (v) such Indebtedness includes a working capital or revolving
         facility in an amount reasonably required to support the projected
         operations of the Company.

SECTION 11. EVENTS OF DEFAULT.

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

                  (a) Failure to Make Payments When Due. The Company shall (i)
fail to pay when due any of the Obligations consisting of principal with respect
to the Notes or (ii) shall fail to pay within three (3) Business Days of the
date when due any of the other Obligations under this Agreement or the other
Note Documents.

                  (b) Breach of Certain Covenants. The Company shall fail duly
and punctually to perform or observe any agreement, covenant or obligation
binding on the Company under:

                  (i) SECTIONS 7.1(c), 7.1(d), 7.1(e), 7.1(f), 7.1(g), 9.2, 9.3
         or 9.6 and such failure shall continue unremedied for fifteen (15)
         days;

                  (ii) SECTION 7.1(a) or 7.1(b) or SECTION 9.13 or SECTION 9.14
         or SECTION 9.15 or SECTION 9.16 and such failure shall continue
         unremedied for five (5) Business Days;

                  (iii) SECTION 10; or

                  (iv) SECTION 9.17.

                  (c) Breach of Representation or Warranty. Any representation
or warranty made or deemed made by the Company to the Collateral Agent or any
Holder herein or by the



                                      -42-
<PAGE>

Company or any of its Subsidiaries in any of the other Note Documents or in any
statement or certificate at any time given by any such Person pursuant to any of
the Note Documents shall be false or misleading in any material respect on the
date as of which made (or deemed made).

                  (d) Other Defaults. The Company shall default in the
performance of or compliance with any term contained in this Agreement (other
than as covered by PARAGRAPHS (a), (b) or (c) of this SECTION 11), or the
Company or any of its Subsidiaries shall default in the performance of or
compliance with any term contained in any of the other Note Documents, and such
default shall continue for thirty (30) days after the earlier of (i) notice from
the Collateral Agent or any Holder or (ii) the date on which the Company knew of
such default or should have known of such default exercising reasonable
diligence.

                  (e) Default as to Other Indebtedness. Any of the Company or
any of its Subsidiaries shall fail to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) with
respect to any Indebtedness (other than the Obligations) the outstanding
principal amount of which Indebtedness is in excess of $2,000,000; or any
breach, default or event of default shall occur, or any other condition shall
exist under any instrument, agreement or indenture pertaining to any such
Indebtedness, if the effect thereof is to either cause or permit the holder
thereof to cause an acceleration, mandatory redemption, a requirement that the
Company or any such Subsidiary offer to purchase such Indebtedness or other
required repurchase of such Indebtedness, or permit the holder(s) of such
Indebtedness to accelerate the maturity of any such Indebtedness or require a
redemption or other repurchase of such Indebtedness; or any such Indebtedness
shall be otherwise declared to be due and payable (by acceleration or otherwise)
or required to be prepaid, redeemed or otherwise repurchased by the Company or
any of its Subsidiaries (other than by a regularly scheduled required
prepayment) prior to the stated maturity thereof.

                  (f) Involuntary Bankruptcy; Appointment of Receiver, Etc.

                  (i) An involuntary case shall be commenced against the Company
         or any of its Subsidiaries and the petition shall not be dismissed,
         stayed, bonded or discharged within sixty (60) days after commencement
         of the case; or a court having jurisdiction in the premises shall enter
         a decree or order for relief in respect of the Company or any of its
         Subsidiaries in an involuntary case, under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect; or any
         other similar relief shall be granted under any applicable federal,
         state, local or foreign law.

                  (ii) A decree or order of a court having jurisdiction in the
         premises for the appointment of a receiver, liquidator, sequestrator,
         trustee, custodian or other officer having similar powers over the
         Company or any of its Subsidiaries or over all or a substantial part of
         the property of the Company or any of its Subsidiaries shall be
         entered; or an interim receiver, trustee or other custodian of the
         Company or any of its Subsidiaries or of all or a substantial part of
         the property of the Company or any of its Subsidiaries shall be
         appointed or a warrant of attachment, execution or similar process
         against any substantial part of the property of the Company or any of
         its Subsidiaries



                                      -43-
<PAGE>

         shall be issued and any such event shall not be stayed, dismissed,
         bonded or discharged within sixty (60) days after entry, appointment or
         issuance.

                  (g) Voluntary Bankruptcy; Appointment of Receiver, Etc. The
Company or any of its Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate,
partnership or comparable action to authorize any of the foregoing.

                  (h) Judgments and Attachments. Any money judgment(s) (other
than a money judgment covered by insurance as to which the insurance company has
not disclaimed or reserved the right to disclaim coverage), writ or warrant of
attachment, or similar process against any of the Company or any of its
Subsidiaries or any of their respective assets involving in any single case or
in the aggregate an amount in excess of $1,000,000 is (are) entered and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days or in any event later than fifteen (15) days prior to the date of any
proposed sale thereunder.

                  (i) Dissolution. Any order, judgment or decree shall be
entered against the Company or any of its Subsidiaries decreeing its involuntary
dissolution or split up and such order shall remain undischarged and unstayed
for a period in excess of sixty (60) days; or the Company or any of its
Subsidiaries shall otherwise dissolve or cease to exist except as specifically
permitted by this Agreement unless the dissolving entity is a limited liability
company which elects to continue its existence.

                  (j) Note Documents; Failure of Security. At any time, for any
reason, (i) any Note Document as a whole that materially affects the ability of
the Collateral Agent or any of the Holders to enforce the Obligations against
the Company or any Guarantor or enforce their rights against the Collateral
ceases to be in full force and effect or (ii) any Loan Party seeks to repudiate
its obligations under the Note Documents or (iii) after the execution and
delivery of the Collateral Documents, except to the extent permitted by the
terms thereof, the Collateral Documents shall cease to create a valid and
perfected first priority Lien subject only to Permitted Liens in any of the
Collateral purported to be covered thereby or (iv) any title insurance coverage
in respect of any Material portion of the Collateral is disavowed or becomes
ineffective.

                  (k) Termination Event. Any Termination Event occurs which the
Required Holders believe is reasonably likely to subject the Company or any of
its Subsidiaries to liability in excess of $1,000,000.

                  (l) Waiver of Minimum Funding Standard. If the plan
administrator of any Plan applies under Section 412(d) of the Code for a waiver
of the minimum funding standards of Section 412(a) of the Code and any Lender
believes the substantial business hardship upon



                                      -44-
<PAGE>

which the application for the waiver is based could reasonably be expected to
subject either the Company or any Controlled Group member to liability in excess
of $1,000,000.

                  (m) Change of Control. A Change of Control shall occur.

                  (n) Environmental Matters. The Company or any of its
Subsidiaries shall be the subject of any proceeding or investigation pertaining
to (i) the Release by the Company or any of its Subsidiaries of any Contaminant
into the environment, (ii) the liability of any of the Company or any of its
Subsidiaries arising from the Release by any other Person of any Contaminant
into the environment, or (iii) any violation of any Environmental, Health or
Safety Requirements of Law by the Company or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject the Company or any of its
Subsidiaries to liability individually or in the aggregate in excess of
$5,000,000 (exclusive of liabilities with respect to which the Company is
maintaining reserves as of the date hereof in accordance with GAAP).

                  (o) Collateral Documents. The Company or any Subsidiary shall
fail to comply with any of the terms or provisions of any Collateral Document
for five (5) Business Days, subject to any applicable cure periods contained
therein, after notice of such non-compliance from the Collateral Agent.

                  (p) Interest Rate Agreements. Nonpayment by the Company or any
Subsidiary of any obligation under any Interest Rate Agreement or the breach by
the Company or any Subsidiary of any term, provision or condition contained in
any such Interest Rate Agreement.

                  (q) Material Adverse Effect. A Material Adverse Effect shall
occur.

                  (r) Intercreditor Agreement. The intercreditor provisions of
the Intercreditor Agreement shall for any reason be revoked or invalidated, or
otherwise cease to be in full force and effect, any Person (including any
Secured Party) shall contest in any manner the validity or enforceability
thereof or deny that it has any further liability or obligation thereunder, or
the Obligations hereunder shall for any reason be subordinated or shall not have
the priority contemplated by this Agreement and the Intercreditor Agreement.

SECTION 12. REMEDIES ON DEFAULT, ETC.

         Section 12.1. Acceleration. (a) If an Event of Default with respect to
the Company described SECTION 11(b)(iv) or in SECTIONS 11(f) or 11(g) has
occurred, all the Notes then outstanding shall automatically become immediately
due and payable.

                  (b) If any other Event of Default has occurred and is
continuing, any holder or holders of more than 35% in principal amount of the
Notes (other than the Deferral Fee Notes and the Make-Whole Notes) at the time
outstanding may at any time at its or their option, by notice or notices to the
Company, declare all the Notes then outstanding to be immediately due and
payable.



                                      -45-
<PAGE>

                  (c) If any Event of Default described in PARAGRAPH (a) of
SECTION 11 has occurred and is continuing, any holder or holders of Notes at the
time outstanding affected by such Event of Default may at any time, at its or
their option, by notice or notices to the Company, declare all the Notes held by
it or them to be immediately due and payable.

         Upon any Notes becoming due and payable under this SECTION 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for), and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

         Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under SECTION 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of the
terms hereof or thereof, or in aid of the exercise of any power granted hereby
or thereby or by law or otherwise.

         Section 12.3. Rescission. At any time after any Notes have been
declared due and payable pursuant to CLAUSE (b) OR (c) of SECTION 12.1, the
holders of not less than 66-2/3% in principal amount of the Notes then
outstanding (other than Make-Whole Notes and Deferral Fee Notes), by written
notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes, all
principal of and Make-Whole Amount, if any, on any Notes that are due and
payable and are unpaid other than by reason of such declaration, and all
interest on such overdue principal and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) any overdue interest in respect of the
Notes, at the Default Rate, (b) all Events of Default and Defaults, other than
non-payment of amounts that have become due solely by reason of such
declaration, have been cured or have been waived pursuant to SECTION 17, and (c)
no judgment or decree has been entered for the payment of any monies due
pursuant hereto or to the Notes. No rescission and annulment under this SECTION
12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.

         Section 12.4. No Waivers or Election of Remedies, Expenses, etc. No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of



                                      -46-
<PAGE>

the Company under SECTION 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under this
SECTION 12, including, without limitation, reasonable attorneys' fees, expenses
and disbursements.

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

         Section 13.1. Registration of Notes. The Company shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Company shall not be affected by any notice or knowledge to the
contrary. The Company shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

         Section 13.2. Transfer and Exchange of Notes. Upon surrender of any
Note at the principal executive office of the Company for registration of
transfer or exchange (and in the case of a surrender for registration of
transfer, duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered holder of such Note or its attorney duly authorized
in writing and accompanied by the address for notices of each transferee of such
Note or part thereof), the Company shall execute and deliver, at the Company's
expense (except as provided below), one or more new Notes (as requested by the
holder thereof) in exchange therefor, of the same series and in an aggregate
principal amount equal to the unpaid principal amount of the surrendered Note.
Each such new Note shall be payable to such Person as such holder may request
and shall be substantially in the form of EXHIBIT 1, 2, 3, 4, 5, 6, 7 or 8, as
the case may be. Each such new Note shall be dated and bear interest from the
date to which interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid thereon. The
Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $100,000, provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
SECTION 6.2.

         Section 13.3. Replacement of Notes. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Note (which evidence shall be, in the case of
an Institutional Investor, notice from such Institutional Investor of such
ownership and such loss, theft, destruction or mutilation), and

                  (a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note is, or
is a nominee for, (i) an Institutional Investor or (ii) another holder of a Note
which has a minimum net worth of at least



                                      -47-
<PAGE>

$50,000,000, such Person's own unsecured agreement of indemnity shall be deemed
to be satisfactory), or

                  (b) in the case of mutilation, upon surrender and cancellation
thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

SECTION 14. PAYMENTS ON NOTES.

         Section 14.1. Place of Payment. Subject to SECTION 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Chicago, Illinois at the principal office of a bank
or trust company in such jurisdiction which the Company agrees to designate at
any time when there is any holder of any Note not entitled to the benefits of
SECTION 14.2. The Company may at any time, by notice to each holder of a Note,
change the place of payment of the Notes so long as such place of payment shall
be either the principal office of the Company in such jurisdiction or the
principal office of a bank or trust company in such jurisdiction.

         Section 14.2. Home Office Payment. So long as you or your nominee shall
be the holder of any Note, and notwithstanding anything contained in SECTION
14.1 or in such Note to the contrary, the Company will pay all sums becoming due
on such Note for principal, Make-Whole Amount, if any, and interest by the
method and at the address specified for such purpose below your name in SCHEDULE
A, or by such other method or at such other address as you shall have from time
to time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation thereon,
except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, you shall
surrender such Note for cancellation, reasonably promptly after any such
request, to the Company at its principal executive office or at the place of
payment most recently designated by the Company pursuant to SECTION 14.1. Prior
to any sale or other disposition of any Note held by you or your nominee you
will, at your election, either endorse thereon the amount of principal paid
thereon and the last date to which interest has been paid thereon or surrender
such Note to the Company in exchange for a new Note or Notes pursuant to SECTION
13.2. The Company will afford the benefits of this SECTION 14.2 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by you under this Agreement and that has made the same agreement
relating to such Note as you have made in this SECTION 14.2.

SECTION 15. EXPENSES, ETC.

         Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Company will pay all reasonable costs
and expenses (including reasonable attorneys' fees of special counsel and local
or other counsel) incurred by you and



                                      -48-
<PAGE>

each Other Purchaser or holder of a Note in connection with such transactions
(including the execution and delivery of the Collateral Documents and the
perfection of Liens thereunder) and in connection with any amendments, waivers
or consents under or in respect of this Agreement, the Collateral Documents or
the Notes (whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in enforcing
or defending (or determining whether or how to enforce or defend) any rights
under this Agreement, the Collateral Documents or the Notes or in responding to
any subpoena or other legal process or informal investigative demand issued in
connection with this Agreement, the Collateral Documents or the Notes, or by
reason of being a holder of any Note, and (b) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-out
or restructuring of the transactions contemplated hereby and by the Notes,
including without limitation, the reasonable professional fees and expenses of
Ernst & Young, LLP incurred in connection with its engagement to assist the
Holders in their evaluation of the projections, business assumptions and other
financial information presented by the Company in connection with the
transactions contemplated herein. All such reasonable fees, costs and expenses
incurred after the Closing shall be paid by the Company on a monthly basis. The
Company will pay, and will save you and each other holder of a Note harmless
from, all claims in respect of any reasonable fees, costs or expenses, if any,
of brokers and finders (other than those retained by you).

         Section 15.2. Survival. The obligations of the Company under this
SECTION 15 will survive the payment or transfer of any Note, the enforcement,
amendment or waiver of any provision of this Agreement or the Notes, and the
termination of this Agreement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

         All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.

SECTION 17. AMENDMENT AND WAIVER.

         Section 17.1. Requirements. This Agreement and the Notes may be
amended, and the observance of any term hereof or of the Notes may be waived
(either retroactively or prospectively), with (and only with) the written
consent of the Company and the Required Holders, provided that (a) no amendment
or waiver of any of the provisions of SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or
any defined term (as it is used therein), will be effective as to you unless



                                      -49-
<PAGE>

consented to by you in writing, and (b) no such amendment or waiver may, without
the written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of SECTION 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of principal
of, or reduce the rate or change the time of payment or method of computation of
interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage
of the principal amount of the Notes the holders of which are required to
consent to any such amendment or waiver, (iii) amend any of SECTIONS 8, 11(a),
12, 17 or 20, (iv) release all or substantially all of the Collateral other than
pursuant to the transactions permitted hereunder or under another Note Document
or (v) release any Guarantor from its obligations under the Note Guaranty or the
Collateral Documents other than pursuant to the transactions permitted hereunder
or under another Note Document.

         Section 17.2. Solicitation of Holders of Notes.

                  (a) Solicitation. The Company will provide each holder of the
Notes (irrespective of the amount or series of Notes then owned by it) with
sufficient information, sufficiently far in advance of the date a decision is
required, to enable such holder to make an informed and considered decision with
respect to any proposed amendment, waiver or consent in respect of any of the
provisions hereof or of the Notes. The Company will deliver executed or true and
correct copies of each amendment, waiver or consent effected pursuant to the
provisions of this SECTION 17 to each holder of outstanding Notes promptly
following the date on which it is executed and delivered by, or receives the
consent or approval of, the requisite holders of Notes.

                  (b) Payment. The Company will not directly or indirectly pay
or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any holder of
any series of the Notes as consideration for or as an inducement to the entering
into by such holder of Notes or any waiver or amendment of any of the terms and
provisions hereof unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of each series
of Notes then outstanding even if such holder did not consent to such waiver or
amendment.

         Section 17.3. Binding Effect, etc. Any amendment or waiver consented to
as provided in this SECTION 17 applies equally to all holders of each series of
Notes and is binding upon them and upon each future holder of any Note of any
series and upon the Company without regard to whether such Note has been marked
to indicate such amendment or waiver. No such amendment or waiver will extend to
or affect any obligation, covenant, agreement, Default or Event of Default not
expressly amended or waived or impair any right consequent thereon. No course of
dealing between the Company and the holder of any Note of any series nor any
delay in exercising any rights hereunder or under any Note of any series shall
operate as a waiver of any rights of any holder of such Note. As used herein,
the term "this Agreement" and references thereto shall mean this Agreement as it
may from time to time be amended or supplemented.

         Section 17.4. Notes Held by Company, etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement or the Notes, or
have directed the taking of any action provided herein or in the



                                      -50-
<PAGE>

Notes to be taken upon the direction of the holders of a specified percentage of
the aggregate principal amount of Notes then outstanding, Notes of any series
directly or indirectly owned by the Company or any of its Affiliates shall be
deemed not to be outstanding.

SECTION 18. NOTICES.

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telefacsimile if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                  (i) if to you or your nominee, to you or it at the address
         specified for such communications in SCHEDULE A, or at such other
         address as you or it shall have specified to the Company in writing,

                  (ii) if to any other holder of any Note, to such holder at
         such address as such other holder shall have specified to the Company
         in writing, or

                  (iii) if to the Company, to the Company at its address set
         forth at the beginning hereof to the attention of the Chief Financial
         Officer, or at such other address as the Company shall have specified
         to the holder of each Note in writing.

Notices under this SECTION 18 will be deemed given only when actually received.

SECTION 19. REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This SECTION 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.



                                      -51-
<PAGE>


SECTION 20. CONFIDENTIAL INFORMATION.

         For the purposes of this SECTION 20, "Confidential Information" means
information delivered to you by or on behalf of the Company or any Subsidiary in
connection with the transactions contemplated by or otherwise pursuant to this
Agreement that is proprietary in nature and that was clearly marked or labeled
or otherwise adequately identified in writing when received by you as being
confidential information of the Company or such Subsidiary, provided that such
term does not include information that (a) was publicly known or otherwise known
to you prior to the time of such disclosure, (b) subsequently becomes publicly
known through no act or omission by you or any Person acting on your behalf, (c)
otherwise becomes known to you other than through disclosure by the Company or
any Subsidiary or (d) constitutes financial statements delivered to you under
SECTION 7.1 that are otherwise publicly available. You will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by you in good faith to protect confidential information of third
parties delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, trustees, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this SECTION 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior
to its receipt of such Confidential Information to be bound by the provisions of
this SECTION 20), (v) any Person from which you offer to purchase any security
of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this SECTION 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access to
information about your investment portfolio or (viii) any other Person to which
such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to you, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which you are a party or (z) if an Event of Default has occurred
and is continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. Each
holder of a Note, by its acceptance of a Note, will be deemed to have agreed to
be bound by and to be entitled to the benefits of this SECTION 20 as though it
were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to
be delivered to such holder under this Agreement or requested by such holder
(other than a holder that is a party to this Agreement or its nominee), such
holder will enter into an agreement with the Company embodying the provisions of
this SECTION 20.

SECTION 21. SUBSTITUTION OF PURCHASER.

         You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to



                                      -52-
<PAGE>

be bound by this Agreement and shall contain a confirmation by such Affiliate of
the accuracy with respect to it of the representations set forth in SECTION 6.
Upon receipt of such notice, wherever the word "you" is used in this Agreement
(other than in this SECTION 21), such word shall be deemed to refer to such
Affiliate in lieu of you. In the event that such Affiliate is so substituted as
a purchaser hereunder and such Affiliate thereafter transfers to you all of the
Notes then held by such Affiliate, upon receipt by the Company of notice of such
transfer, wherever the word "you" is used in this Agreement (other than in this
SECTION 21), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement.

SECTION 22. MISCELLANEOUS.

         Section 22.1. Successors and Assigns. All covenants and other
agreements contained in this Agreement by or on behalf of any of the parties
hereto bind and inure to the benefit of their respective successors and assigns
(including, without limitation, any subsequent holder of a Note) whether so
expressed or not.

         Section 22.2. Payments Due on Non-Business Days. Anything in this
Agreement or the Notes to the contrary notwithstanding, any payment of principal
of or Make-Whole Amount or interest on any Note that is due on a date other than
a Business Day shall be made on the next succeeding Business Day without
including the additional days elapsed in the computation of the interest payable
on such next succeeding Business Day.

         Section 22.3. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

         Section 22.4. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of
each other covenant contained herein, so that compliance with any one covenant
shall not (absent such an express contrary provision) be deemed to excuse
compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.

         Section 22.5. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.

         Section 22.6. Governing Law. THIS AGREEMENT 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.



                                      -53-
<PAGE>

         Section 22.7. WAIVER OF JURY TRIAL. THE COMPANY AND EACH HOLDER HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY NOTE DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

         Section 22.8. Amendment and Restatement of Original Note Purchase
Agreement. The Company and the Purchasers agree that, upon (a) the execution and
delivery of this Agreement by the Company and the Purchasers and (ii)
satisfaction (or waiver by the Purchasers in their sole discretion) of the
conditions precedent set forth in SECTION 4, the terms and provisions of the
Original Note Purchase Agreement shall be and hereby are amended, superseded and
restated in their entirety by the terms and provisions of this Agreement. This
Agreement is not intended to and shall not constitute a novation of the Original
Note Purchase Agreement or the indebtedness created thereunder, including,
without limitation, the Original Notes issued thereunder.

         Section 22.9. Release. The Company hereby acknowledges and confirms
that (a) it does not have any grounds, and hereby agrees not to challenge (or to
allege or to pursue any matter, cause or claim arising under or with respect
to), in any case based upon acts or omissions of the Purchasers occurring prior
to the date hereof or facts otherwise known to it as of the date hereof, the
effectiveness, genuineness, validity, collectibility or enforceability of this
Agreement or any of the other Note Documents, the Obligations, the Liens
securing such Obligations, or any of the terms or conditions of any Note
Document (it being understood that such acknowledgment and confirmation do not
preclude the Company from challenging any Purchaser's interpretation of any term
or provision of this Agreement or of any other Note Document) and (b) it does
not possess (and hereby forever waives, remises, releases, discharges and holds
harmless the Purchasers and their respective affiliates, stockholders,
directors, officers, employees, attorneys, agents and representatives and each
of their respective heirs, executors, administrators, successors and assigns
(collectively, the "Released Parties") from and against, and agrees not to
allege or pursue) any action, cause of action, suit, debt, claim, counterclaim,
cross-claim, demand, defense, offset, opposition, demand and every other right
of action whatsoever, whether in law, equity or otherwise (which it, all those
claiming by, through or under it, or its successors or assigns, have or may
have) against the Released Parties, or any of them, by reason of, any matter,
cause or thing whatsoever, with respect to events or omissions occurring or
arising on or prior to the date hereof and relating to this Agreement or any of
the other Note Documents (including, without limitation, with respect to the
payment, performance, validity or enforceability of the Obligations, the Liens
securing the Obligations or any or all of the terms or conditions of any Note
Document) or any transaction relating thereto; provided, however, that the
Company does not release or hold harmless any Released Party for actions or
omissions by any such Released Party constituting, or losses or expenses
directly resulting from, the gross negligence or willful misconduct of such
Released Party as determined by a final judgment of a court of competent
jurisdiction.

                                    * * * * *



                                      -54-
<PAGE>

         If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

                                              Very truly yours,

                                              WABASH NATIONAL CORPORATION

                                              By
                                                --------------------------------
                                                 Its:
                                                     ---------------------------


AMENDED AND RESTATED
NOTE PURCHASE AGREEMENT
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                        Series of Notes         Principal Amount of
PURCHASER                                                                                Notes Held
<S>                                                         <C>                     <C>
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY                     H                    $25,000,000
720 East Wisconsin Avenue
Milwaukee, Wisconsin  53202
Attention:  Securities Department
Telecopier Number:  (414) 665-7124
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.80% Senior Secured Notes, Series H, due December 17,
2008, PPN 929566 E# 0, principal, interest or premium") to:

         Bankers Trust Company (ABA #021-001-033)
         16 Wall Street Insurance Unit, 4th Floor
         New York, New York  10005

         for credit to:  The Northwestern Mutual Life Insurance Company
         Account Number 00-000-027

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments and written confirmation of each such payment
to be addressed, Attention: Securities Operations.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  39-0509570


                                   SCHEDULE A
                          (to Note Purchase Agreement)
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                 Series of Notes      Principal Amount of
PURCHASER                                                                      Notes Held
<S>                                                  <C>                  <C>
PRINCIPAL LIFE  INSURANCE COMPANY                           D                   $4,000,000
711 High Street                                             C                  $12,000,000
Des Moines, Iowa  50392-0800
Attention:  Principal Capital Management -
Securities Division
Telefacsimile:  (515) 248-2490
Confirmation:  (515) 248-3495
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, (i) 10.41% Senior Secured Notes, Series C, due March 31,
2004, PPN 929566 D* 5; or (ii) 10.56% Senior Secured Notes, Series D, due
December 17, 2004, PPN 929566 D@ 3, as the case may be, principal, interest or
premium") to:

         ABA #073 000 228
         Wells Fargo Bank Iowa
         Des Moines, Iowa
         Series C Notes OBI PFGSE(S)B60887()
         Series D Notes OBI PFGSE(S)B60885()

         Account Number 0000014752 for Principal Life Insurance Company
Notices

All notices concerning payment on or in respect of the Notes, to:

         Principal Life Insurance Company
         711 High Street
         Des Moines, Iowa  50392-0960
         Attention:  Principal Capital Management (Investment Accounting and
         Treasury - Securities)
         Facsimile:  (515) 248-2643
         Confirmation:  (515) 235-9610
All notices and communications other than those in respect to payments to be
addressed as provided above.

Name of Nominee in which Notes are to be issued:  None


                                       A-2
<PAGE>

Taxpayer I.D. Number:  42-0127290



                                       A-3
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                  Series of Notes     Principal Amount of
PURCHASER                                                                      Notes Held
<S>                                                   <C>                 <C>
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY                 C                $5,000,000
3rd Floor, Tower 2                                          E                $3,000,000
8515 East Orchard Road,
Greenwood Village, Colorado  80111
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.41% Senior Secured Notes, Series C, due March 31, 2004,
PPN 929566 D* 5, or 10.61% Senior Secured Notes, Series E, due March 13, 2005,
PPN 929566 D# 1, as the case may be, principal, interest or premium and
confirmation of principal balance") to:

         ABA #021-000-018 BKofNYC/CTR/BBK=IOC565
         Instit. Custody Department - GWL #640935

         Special Instructions: 1) security description (PPN #),
                               2) allocation of payment between principal and
                                  interest, and
                               3) confirmation of principal balance.
Notices

All notices of payments, on or in respect of the Notes and written confirmation
of each such payment to:

                  The Bank of New York
                  Institutional Custody Department, 14th Floor
                  One Wall Street
                  New York, New York  10286
                  Telecopier:  212 635-8844
All notices and communications other than those in respect to payments to be
addressed to:

                  Great-West Life & Annuity Insurance Company
                  8515 East Orchard Road, 3T2
                  Greenwood Village, Colorado  80111
                  Attention:  Corporate Finance Investments
                  Telecopier:  303-737-6193
Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  84-0467907



                                       A-4
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                        Series of Notes                 Principal Amount of
PURCHASER                                                                                        Notes Held
<S>                                                         <C>                             <C>
THE GREAT-WEST LIFE ASSURANCE COMPANY                              C                              $5,000,000
100 Osborne Street North
Winnipeg, Manitoba
Canada R3C 3A5
Facsimile:  (204) 946-8395
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.41% Senior Secured Notes, Series C, due March 31, 2004,
PPN 929566 D* 5, principal, interest or premium and confirmation of principal
balance") to:

         Boston Safe Deposit
         ABA  011001234
         Credit DDA a/c 125261
         Attention:  MBS Income Unit
         cc 1253
         for credit to The Great-West Life Assurance Company
         Account GAWF00050002
            C/M GWL US Bond


   Special Instructions: 1) security description (PPN #),
                         2) allocation of payment between principal and
                            interest, and
                         3) confirmation of principal balance
Notices

All notices of payments, on or in respect of the Notes and written confirmation
of each such payment to:

         Mellon Bank
         P. O. Box 3195
         Pittsburgh, Pennsylvania  15230-3195
         Attention:  MBS Income Unit

All notices and communications other than those in respect to payments to be
addressed to the attention of Securities Administration 2C at the address as
first provided above with a copy to:



                                      A-5
<PAGE>

         Great-West Life & Annuity Insurance Company
         Investments Division
         8515 E. Orchard Road, 3T2
         Greenwood Village, Colorado  80111
Name of Nominee in which Notes are to be issued:  MAC & CO

Taxpayer I.D. Number:  not applicable



                                       A-6
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                  Series of Notes     Principal Amount of
PURCHASER                                                                      Notes Held
<S>                                                   <C>                 <C>
AMERICAN FAMILY LIFE INSURANCE COMPANY                        F               $6,000,000
6000 American Parkway
Madison, Wisconsin  53783-0001
Attention:  Investment Division-
            Private Placements Telecopier
Number:  (608) 243-4923
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.72% Senior Secured Notes, Series F, due December 17,
2006, PPN 929566 E* 4, principal, interest or premium") to:

         Firstar Bank Milwaukee, N.A.
         Account of Firstar Trust Company
         (ABA #075-000-022)

         for credit to Account Number 112 950 027
         Trust Account Number 000018012500 for AFLIC-Traditional Portfolio
         Attention:  Donna Glidden (414) 765-6709

         Credit for CUSIP #929566 E* 4
Notices

All notices .and communications, including notices with respect to payments and
written confirmation of each such payment as well as quarterly and annual
financial statements, to be addressed as first provided above.

Name of Nominee in which Notes are to be issued:  BAND & Co.

Taxpayer I.D. Number:  39-6040365



                                       A-7
<PAGE>

<TABLE>
<CAPTION>
NAMES AND ADDRESS OF                                  Series of Notes     Principal Amount of
PURCHASER                                                                      Notes Held
<S>                                                   <C>                 <C>
MODERN WOODMEN OF AMERICA                                    F                $5,000,000
1701 1st Avenue
Rock Island, Illinois  61201
Attention:  Investment Department
Telecopier Number:  (309) 786-1701
</TABLE>

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.72% Senior Secured Notes, Series F, due December 17,
2006, PPN 929566 E* 4, principal, interest or premium") to:

         The Northern Trust Company
         50 South LaSalle Street
         Chicago, Illinois 60690
         ABA No. 071-000-152
         Account Name: Modern Woodmen of America
         Account Number 84352

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  36-1493430



                                       A-8
<PAGE>

NAMES AND ADDRESS OF                                         Principal Amount of
PURCHASER                               Series of Notes           Notes Held

STATE FARM LIFE INSURANCE COMPANY              D                  $5,000,000
One State Farm Plaza
Bloomington, Illinois  61710
Attn:  Investment Department E10
Telecopier Number:  (309) 766-1914


Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.56% Senior Secured Notes, Series D, due December 17,
2004, PPN 929566 D@ 3, principal, interest or premium") to:

                  The Chase Manhattan Bank
                  ABA No. 021000021
                  SSG Private Income Processing
                  A/C #900-9-000200
                  For Credit To Account Number G 06893
                  Ref. PPN #  929566 D@ 3
                  Rate:  Wabash 10.56% Series D Notes
                  Maturity Date:  2004

Notices

All notices concerning payment on or in respect of the Notes, to the address as
first provided above, Attention: Investment Accounting Department D-3.

All other notices and communications to be addressed as first provided above.

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  37-0533090




                                      A-9
<PAGE>

NAMES AND ADDRESS OF                                         Principal Amount of
PURCHASER                               Series of Notes           Notes Held

STATE FARM LIFE INSURANCE COMPANY             F                   $2,000,000
STANDARD INSURANCE COMPANY
c/o Protective Life Insurance Co.
Investment Department
P.O. Box 2606
Birmingham, AL 35202
Attn: Diane Griswold


Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as Wabash
National Corporation, 10.72% Senior Secured Notes, Series F, due December 17,
2006, PPN 929566 E* 4, principal, interest or premium") to:

                  BK of NYC
                  ABA #021000018
                  GLA 111-565
                  TRUST A/C #: 294512
                  A/C Name: PROTECTIVE/STANDARD CLOSED BLOCK ASSETS
Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as follows:

<TABLE>
         <S>                              <C>                  <C>
         Protective Life Insurance Co.    with a copy to:      Hare & Co.
         c/o Investment Department                             c/o The Bank of New York
         P.O. Box 2606                                         PO Box 11203
         Birmingham, AL 35202                                  New York, NY 10286
         Attn: Diane Griswold
</TABLE>

Name of Nominee in which Notes are to be issued:  HARE & Co.

Taxpayer I.D. Number:  13-6062916




                                      A-10
<PAGE>

NAMES AND ADDRESS OF                                         Principal Amount of
PURCHASER                               Series of Notes           Notes Held

THE LINCOLN NATIONAL LIFE                      G                  $5,350,000
   INSURANCE COMPANY
c/o Lincoln National Corporation
200 East Berry Street
Renaissance Square
Fort Wayne, Indiana  46802
Attention:  K. ESTEP -- Investment Accounting
Fax: (260) 455-2622


Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as
"Wabash National Corporation, 10.78% Senior Secured Notes, Series G, due
December 30, 2008, PPN 929566 E@ 2, principal, premium or interest") to:

         The Bank of New York
         New York, New York
         ABA #021000018
         BNF Acct#: IOC566

         Attn: Private Placement P&I Dept.

         For Further Credit: The Lincoln National Life Insurance Company --
         Segment 66
         Custody Account No.: 215733

Notices

All notices and communications, including notices with respect to payments and
written confirmation of each such payment, to be addressed as first provided
above with duplicate notices with to:

                  Delaware Lincoln Investment Advisers
                  2005 Market Street, 40th Floor
                  Philadelphia, PA 19103
                  Attn: Fixed Income/Private Placements
                  Fax: (215) 255-1296

A separate notice of payment shall be sent to:

         The Bank of New York
         P.O. Box 19266
         Newark, New Jersey




                                      A-11
<PAGE>

         Attn: Priv Placement P&I Department
         Ref: Account Name and PPN

Name of Nominee in which Notes are to be issued:  None

Taxpayer I.D. Number:  35-0472300





                                      A-12