<PAGE>

                                                                   EXHIBIT 10.24


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                           WABASH NATIONAL CORPORATION

                                   $50,000,000

             9.66% Series A Senior Secured Notes due March 30, 2004

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

                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

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



                           Dated as of April 12, 2002




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                                TABLE OF CONTENTS

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                                                                                   PAGE
                                                                                   ----
<S>                                                                                <C>
SECTION 1.        AMENDMENT AND RESTATEMENT; GUARANTIES; SECURITY....................1

        Section 1.1       Amendment and Restatement of Note Purchase
                          Agreement and Notes........................................1
        Section 1.2       Guaranty...................................................2
        Section 1.3       Security for the Notes and Note Guaranty...................2
        Section 1.4       Intercreditor Agreement....................................2

SECTION 2.        ISSUANCE AND EXCHANGE..............................................2

        Section 2.1       Issuance and Exchange of Notes.............................2

SECTION 3.        CLOSING............................................................2

SECTION 4.        CONDITIONS TO CLOSING..............................................3

        Section 4.1       Representations and Warranties.............................3
        Section 4.2       Performance; No Default....................................3
        Section 4.3       Compliance Certificates....................................3
        Section 4.4       Opinions of Counsel........................................3
        Section 4.5       Exchange Permitted By Applicable Law, etc..................3
        Section 4.6       Exchange of Other Notes....................................4
        Section 4.7       Payment of Special Counsel Fees............................4
        Section 4.8       Private Placement Number...................................4
        Section 4.9       Changes in Corporate Structure.............................4
        Section 4.10      Collateral Documents; Related Transactions; Amendment Fee..4
        Section 4.11      PIK Notes..................................................5
        Section 4.12      Consent of Other Creditors.................................5
        Section 4.13      Proceedings and Documents..................................6

SECTION 5.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................6

        Section 5.1       Organization; Power and Authority..........................6
        Section 5.2       Authorization, etc.........................................6
        Section 5.3       Disclosure.................................................6
        Section 5.4       Organization and Ownership of Shares of Subsidiaries.......7
        Section 5.5       Financial Statements.......................................8
        Section 5.6       Compliance with Laws, Other Instruments, etc...............8
        Section 5.7       Governmental Authorizations, etc...........................8
        Section 5.8       Litigation; Observance of Agreements, Statutes and Orders..8
        Section 5.9       Taxes......................................................9
        Section 5.10      Title to Property; Leases..................................9
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<S>                                                                                <C>
        Section 5.11      Licenses, Permits, etc.....................................9
        Section 5.12      Compliance with ERISA.....................................10
        Section 5.13      Margin Regulations........................................11
        Section 5.14      Existing Indebtedness; Existing Liens; Existing
                          Investments...............................................11
        Section 5.15      Status under Certain Statutes.............................11
        Section 5.16      Environmental Matters.....................................11
        Section 5.17      Credit Agreement Representations..........................12
        Section 5.18      Restructuring Fees........................................12

SECTION 6.        REPRESENTATIONS OF THE PURCHASER..................................12

        Section 6.1       Purchase for Investment...................................12
        Section 6.2       Source of Funds...........................................13

SECTION 7.        INFORMATION AS TO COMPANY.........................................14

        Section 7.1       Financial and Business Information........................14
        Section 7.2       Inspection................................................18
        Section 7.3       Information Required by Rule 144A.........................19

SECTION 8.        PREPAYMENT OF THE NOTES...........................................19

        Section 8.1       Required Prepayments......................................19
        Section 8.2       Optional Prepayments with Make-Whole Price................20
        Section 8.3       Allocation of Partial Prepayments.........................21
        Section 8.4       Maturity; Surrender, etc..................................21
        Section 8.5       Purchase of Notes.........................................21
        Section 8.6       Make-Whole Amount.........................................21

SECTION 9.        AFFIRMATIVE COVENANTS.............................................23

        Section 9.1       Existence, Etc............................................23
        Section 9.2       Powers....................................................23
        Section 9.3       Compliance with Laws, Etc.................................23
        Section 9.4       Payment of Taxes and Claims...............................23
        Section 9.5       Intentionally Omitted.....................................24
        Section 9.6       Inspection of Property; Books and Records; Discussions....24
        Section 9.7       ERISA Compliance..........................................24
        Section 9.8       Maintenance of Properties; Insurance......................24
        Section 9.9       Environmental Compliance..................................25
        Section 9.10      Foreign Employee Benefit Compliance.......................25
        Section 9.11      Maintenance of Rights.....................................25
        Section 9.12      Conduct of Business.......................................26
        Section 9.13      Subsidiary Documentation..................................26
        Section 9.14      Collateral Documents......................................26
        Section 9.15      Restructuring Consultant..................................27
        Section 9.16      Chief Restructuring Officer...............................28

SECTION 10.       NEGATIVE COVENANTS; FINANCIAL COVENANTS...........................28
</TABLE>

                                       ii

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<S>                                                                                <C>
        Section 10.1      Fiscal Year 2004 Covenants................................28
        Section 10.2      Negative Covenants........................................29
        Section 10.3      Financial Covenants.......................................36
        Section 10.4      Additional Negative Covenants.............................40

SECTION 11.       EVENTS OF DEFAULT.................................................44

SECTION 12.       REMEDIES ON DEFAULT, ETC..........................................48

        Section 12.1      Acceleration..............................................48
        Section 12.2      Other Remedies............................................48
        Section 12.3      Rescission................................................49
        Section 12.4      No Waivers or Election of Remedies, Expenses, etc.........49

SECTION 13.       REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.....................49

        Section 13.1      Registration of Notes.....................................49
        Section 13.2      Transfer and Exchange of Notes............................50
        Section 13.3      Replacement of Notes......................................50

SECTION 14.       PAYMENTS ON NOTES.................................................50

        Section 14.1      Place of Payment..........................................50
        Section 14.2      Home Office Payment.......................................51

SECTION 15.       EXPENSES, ETC.....................................................51

        Section 15.1      Transaction Expenses......................................51
        Section 15.2      Survival..................................................52

SECTION 16.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT......52

SECTION 17.       AMENDMENT AND WAIVER..............................................52

        Section 17.1      Requirements..............................................52
        Section 17.2      Solicitation of Holders of Notes..........................52
        Section 17.3      Binding Effect, etc.......................................53
        Section 17.4      Notes Held by Company, etc................................53

SECTION 18.       NOTICES...........................................................53

SECTION 19.       REPRODUCTION OF DOCUMENTS.........................................54

SECTION 20.       CONFIDENTIAL INFORMATION..........................................54

SECTION 21.       SUBSTITUTION OF PURCHASER.........................................55

SECTION 22.       MISCELLANEOUS.....................................................55

        Section 22.1      Successors and Assigns....................................56
        Section 22.2      Payments Due on Non-Business Days.........................56
        Section 22.3      Severability..............................................56
        Section 22.4      Construction..............................................56
        Section 22.5      Counterparts..............................................56
        Section 22.6      Governing Law.............................................56
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                                      iii

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<S>                                                                                <C>
        Section 22.7      WAIVER OF JURY TRIAL......................................57
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                                       iv

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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 9.1          --     Inactive Subsidiaries
SCHEDULE 10.2(b)      --     Property Held for Sale
SCHEDULE B19          --     Projections
EXHIBIT 1             --     Form of 9.66% Series A Senior Secured Note due
                             March 30, 2004
EXHIBIT 2             --     Form of Deferral Fee Note
EXHIBIT 3             --     Form of Make-Whole Note
EXHIBIT 4.4(a)        --     Form of Opinion of Special Counsel for the Company
EXHIBIT 4.4(b)        --     Form of Opinion of Counsel for the Company
EXHIBIT 4.4(c)        --     Form of Opinion of Special Counsel for the
                             Collateral Agent
EXHIBIT 7.1(a)        --     Form of Officer's Certificate
EXHIBIT 7.1(b)        --     Form of Compliance Certificate



                                       v

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                           WABASH NATIONAL CORPORATION
                           1000 SAGAMORE PARKWAY SOUTH
                            LAFAYETTE, INDIANA 47905

             9.66% Series A Senior Secured Notes due March 30, 2004


                                                      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 set forth below. Reference is made to
        SCHEDULE B attached hereto for capitalized terms used herein and not
        otherwise defined herein. References to a "SCHEDULE" or an "EXHIBIT"
        are, unless otherwise specified, to a SCHEDULE or an EXHIBIT attached to
        this Agreement.

SECTION 1.     AMENDMENT AND RESTATEMENT; GUARANTIES; SECURITY.

        Section 1.1 Amendment and Restatement of Note Purchase Agreement and
Notes. The Purchasers and the Company are parties to those certain separate and
several Note Purchase Agreements each dated as of January 31, 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 $50,000,000 aggregate principal amount of its 6.41% Series A
Senior Notes due January 31, 2003 (the "Original Notes").

                On the Closing (as defined below) the Company will amend and
        restate the Original Notes in the form of EXHIBIT 1. Reference in this
        Agreement to the "Notes" shall be a reference to the Original Notes as
        amended and restated in the form of EXHIBIT 1 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 2 and 3 to you
        in accordance with the terms and provisions of SECTION 4.11. The Notes
        shall be substantially in the form set out in EXHIBITS 1-3,
        respectively, with such changes therefrom, if any, as may be approved by
        you and the Company.

                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.


<PAGE>

        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.

        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.

        Section 2.1 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 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 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 issued to you and the
        Other Purchasers shall occur at the offices of Schiff Hardin & Waite,
        7200 Sears Tower, Chicago, Illinois 60606 at 10:00 a.m. Central 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.



                                       2
<PAGE>

                      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
        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, substantially in the form
        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 in connection with such transactions,
        substantially in the form set forth in EXHIBIT 4.4(b) with respect to
        the Lafayette Property and covering such other matters incident to such
        transactions as you may reasonably request (and the Company hereby
        instructs its counsel to deliver such opinion to you), and (c) from
        special counsel to the Collateral Agent substantially in the form set
        forth in EXHIBIT 4.4(c).

        Section 4.5   Exchange Permitted By Applicable Law, etc.

                      On the date of the Closing your exchange of Notes shall
        (i) 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, (ii) not violate any applicable law or regulation
        (including, without limitation, Regulation T, U or X of the Board of
        Governors of the




                                       3
<PAGE>

        Federal Reserve System) and (iii) 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 and the Other Purchasers shall surrender the
        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 Schiff Hardin & Waite, your special counsel, 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 the Closing.

        Section 4.8   Private Placement Number.

                      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 the Notes.

        Section 4.9   Changes in Corporate Structure.

                      Except as specified in SCHEDULE 4.9, neither the Company
        nor any of its Subsidiaries shall have changed its respective
        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.



                                       4
<PAGE>

               (c) The Series C-H 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.

               (d) 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.

               (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.

        Section 4.11 PIK Notes.

               (a) The Company shall have issued to each holder of Notes a
promissory note substantially in the form of EXHIBIT 2 (each a "Deferral Fee
Note" and collectively, the "Deferral Fee Notes") which shall evidence the
payment by the Company to each such holder of a deferral fee. The deferral fee
evidenced by the Deferral Fee Note issued to each such holder shall accrue in
the manner and bear interest at the interest rate set forth in the Deferral Fee
Notes.

               (b) The Company shall have issued to each Holder a promissory
grid note in substantially the form of EXHIBIT 3 (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 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 9.66% 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.




                                       5
<PAGE>

                      The Company shall have paid to the Holders all unpaid and
        accrued interest to the date of Closing on the Notes.

        Section 4.14  Proceedings and Documents.

                      All corporate and other proceedings in connection with the
        transactions contemplated by this Agreement 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 Delaware, 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 would 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 (i) applicable
        bankruptcy, insolvency, reorganization, moratorium or other similar laws
        affecting the enforcement of creditors' rights generally and (ii)
        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




                                       6
<PAGE>

        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 of its Subsidiaries 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.

               (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.

               (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.




                                       7
<PAGE>

                      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.

                      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.

               (a) 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 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



                                       8
<PAGE>

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 (i) the amount of which is not
        individually or in the aggregate Material or (ii) 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.

        Section 5.11  Licenses, Permits, etc.

               Except as disclosed in SCHEDULE 5.11, (a) the Company and its
        Subsidiaries own, possess, are licensed or otherwise 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,




                                       9
<PAGE>

        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 term "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 postretirement 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 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 and the
Collateral Documents and the issuance and exchange of the Notes hereunder will
not involve any transaction that is subject to the prohibitions of Section 406
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




                                       10
<PAGE>

upon and subject to 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 purchased by
you.

        Section 5.13  Margin Regulations.

                      Margin stock (excluding any shares of Common Stock, par
        value $0.10 per share, of the Company which have been retired) does not
        constitute more than 25% 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 25% of the value
        of such assets. As used in this SECTION, 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 shares of Common Stock.

        Section 5.14 Existing Indebtedness; Existing Liens; Existing
Investments.

               (a) SCHEDULE 5.14 sets forth a complete and correct list of all
(i) outstanding Indebtedness of the Company and its Subsidiaries representing an
obligation to pay in excess of $50,000 as of December 31, 2001, (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, or the Federal Power Act, as amended, except
        for Continental Transit Corp., a Subsidiary, which is subject to the
        Interstate Commerce Act, as amended.

        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:




                                       11
<PAGE>

               (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.

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



                                       12
<PAGE>

        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 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; or

               (b) if you are an insurance company, the source is your
"insurance company general account" (as such term is defined under Section V of
the United States Department of Labor's Prohibited Transaction Class Exemption
("PTCE") 95-60), and as of the date of the purchase of the Notes you satisfy all
of the applicable requirements for relief under Sections I and IV of PTCE 95-60;
or

               (c) the Source is either (i) an insurance company pooled separate
account, within the meaning of Prohibited Transaction Exemption ("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 employee organization and managed by such QPAM, exceed 20% of the total
client assets managed by such QPAM, the conditions of Part I(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




                                       13
<PAGE>

               (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, other than a plan exempt from the coverage of ERISA.

               (h) 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. The Company shall 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 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




                                       14
<PAGE>

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 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 the terms of SECTION 9.14(b);
and




                                       15
<PAGE>

                      (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.

               (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.




                                       16
<PAGE>

               (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;

                      (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



                                       17
<PAGE>

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 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




                                       18
<PAGE>

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 7.5,
        the term "qualified institutional buyer" shall have the meaning
        specified in Rule 144A under the Securities Act.

SECTION 8.     PREPAYMENT OF THE NOTES.

        Section 8.1   Required Prepayments.

               (a) 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 A 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.

               (b) 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 A 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.

               (c) 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 A Note Principal Allocation times the Excess Cash
Flow if positive, for such quarter, together with the Make-Whole Amount payable
with respect; provided that no portion of such prepayment shall be applied to
any Deferral Fee Note or Make-Whole Note.

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

        Section 8.2   Optional Prepayments with Make-Whole Amount.




                                       19
<PAGE>

                      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 other Notes are paid in full at such time), 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 such date, the aggregate principal amount of the Notes to be
        prepaid on such date, the principal amount of each Note held by such
        holder to be prepaid (determined in accordance with SECTION 8.3), and
        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. The Company shall, on or
        before the day on which it gives written notice of prepayment pursuant
        to this SECTION 8.2, give telephonic notice of the principal amount of
        the Notes to be prepaid and the prepayment date to each Institutional
        Investor which shall have designated a recipient of such notices in
        SCHEDULE A attached hereto or by notice in writing to the Company.

        Section 8.3   Allocation of Partial Prepayments.

                      In the case of each partial prepayment of the Notes
        pursuant to SECTION 8.1 or 8.2, the principal amount of the Notes to be
        prepaid shall be allocated among all of the Notes (not counting the
        Make-Whole Notes and the Deferral Fee Notes) at the time outstanding in
        proportion, as nearly as practicable, to the respective unpaid principal
        amounts thereof not theretofore called for prepayment; provided that all
        such partial prepayments shall be applied against the principal amount
        of the Notes 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.

        Section 8.5   Purchase of Notes.




                                       20
<PAGE>

                      The Company will not and will not permit any Affiliate to
        purchase, redeem, prepay or otherwise acquire, directly or indirectly,
        any of the outstanding Notes except upon the payment or prepayment 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 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 basis points over the yield to maturity
        implied by (i) 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 (ii) 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 (a) converting U.S. Treasury
        bill quotations to bond equivalent yields in accordance with accepted
        financial practice and (b) interpolating linearly between (1) the
        actively traded U.S. Treasury security with the duration closest to and
        greater than the Remaining




                                       21
<PAGE>

        Average Life and (2) the actively traded U.S. Treasury security with the
        duration closest to and less than the Remaining Average Life.

                      "Remaining Average Life" means, with respect to any Called
        Principal, the number of years (calculated to the nearest one-twelfth
        year) obtained by dividing (i) such Called Principal into (ii) the sum
        of the products obtained by multiplying (a) the principal component of
        each Remaining Scheduled Payment with respect to such Called Principal
        by (b) 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 SECTION 8.1, 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 SECTION 8.1 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 Notes shall be deemed to be January 31, 2003 and (2) all Remaining
        Scheduled Payments on the Notes shall be determined on the assumption
        that the interest rates borne by the Notes is 6.41% 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 9.1 hereto, 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




                                       22
<PAGE>

        consolidated net worth of 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 9.1 hereto, 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




                                       23
<PAGE>

        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, 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
        conduct no 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




                                       24
<PAGE>

        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.

        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.




                                       25
<PAGE>

                      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 and
        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;

                      (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;




                                       26
<PAGE>

                      (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 10.2(b) hereto);

                      (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 and 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 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(b) 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




                                       27
<PAGE>

        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(b) 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;

                      (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.




                                       28
<PAGE>

                      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 Holder 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 such 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) fifteen (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 an 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:

               (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.




                                       29
<PAGE>

               (b) Funded Debt. The Company shall not at any time permit the
aggregate amount of all Consolidated Funded Debt to exceed an amount equal to
50% of Consolidated Total Capitalization determined at such time.

               (c) Priority Debt. The Company shall not at any time permit the
aggregate amount of all Consolidated Priority Debt outstanding at any time to
exceed an amount equal to 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);

                      (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);



                                       30
<PAGE>

                      (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 Transfers;

                      (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; and

                      (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:

                      (i)    Permitted Existing Liens;

                      (ii)   Customary Permitted Liens;




                                       31
<PAGE>

                      (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 the Holders and the other 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
        the Holders and the other 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 the Holders 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;

                      (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);




                                       32
<PAGE>

                      (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.

               (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



                                       33
<PAGE>

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 5.14 hereto.

               (m) Limitations on Restrictive Agreements. Neither the Company
nor any of its Subsidiaries shall enter into, or suffer to exist, any agreement
(other than this Agreement, the Credit Agreement, the Series C-H 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,



                                       34
<PAGE>

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
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.

               (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.




                                       35
<PAGE>

               (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;

                      (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.

               (u) 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.




                                       36
<PAGE>

               (v) Prohibition Against Trade-In Value Guaranties. The Company
shall not, and shall cause its Subsidiaries to not, make any Guaranty 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>
                     Fiscal Quarter Ending          Minimum Consolidated 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>


               (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
</TABLE>



                                       37
<PAGE>

<TABLE>
                     <S>                                  <C>
                     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
                       Month Ending                  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>

               (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.

               (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.




                                       38
<PAGE>

               (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 into 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 date of
Closing 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 Tax
                     Fiscal Quarter Ending             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
                     June 30, 2003                       $100,681,000
                     September 30, 2003                  $103,283,000
</TABLE>




                                       39
<PAGE>

<TABLE>
                     <S>                                 <C>
                     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>
                     Fiscal Quarter Ending     Minimum Consolidated 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 period commencing on April 1, 2002 and ending on the last day
        of such calendar month, at an




                                       40
<PAGE>

        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>
                                                   Minimum Rolling 12 Month
                     Month Ending                     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 prior 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, including, without limitation,
the provisions of SECTION 10 hereof, or the Credit Agreement;

                      (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 Company or any of its Subsidiaries in any of the other
Note Documents or in any statement or



                                       42
<PAGE>

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




                                       43
<PAGE>

               (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 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.




                                       44
<PAGE>

               (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
in paragraph (b)(iv), (f) or (g) of SECTION 11 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 50% 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.

               (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.




                                       45
<PAGE>

                      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 50% in principal amount of the Notes then outstanding
        (other than the Deferral Fee Notes and the Make-Whole 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



                                       46
<PAGE>

        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 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 his 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, 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 OR 3, 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.




                                       47
<PAGE>

                      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, an original Purchaser or another holder of a Note with a
minimum net worth of at least $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 at 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 hereof.

        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.




                                       48
<PAGE>

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 a special counsel and local or
        other counsel) incurred by you and 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 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.




                                       49
<PAGE>

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, except 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 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 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 Notes as
consideration for or as an inducement to the entering into by any 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 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 Notes and is binding upon
        them and upon each future holder of any Note 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




                                       50
<PAGE>

        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 nor any delay in exercising any rights hereunder or
        under any Note 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 Notes to be taken
        upon the direction of the holders of a specified percentage of the
        aggregate principal amount of Notes then outstanding, Notes 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




                                       51
<PAGE>

        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.

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
        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 use your best efforts to 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,
        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




                                       52
<PAGE>

        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 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. If the date for
        payment is extended to the next succeeding Business Day by reason of the
        preceding sentence, the period of such extension shall be included 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.



                                       53
<PAGE>
                      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.

        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 (b) 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  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




                                       54
<PAGE>

        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 does 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.

                                    * * * * *

                           [Signature pages to follow]



                                       55
<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______________________________________
                                         Name: Christopher A. Black
                                         Title: Vice President & Treasurer




                                       56
<PAGE>


The foregoing is hereby agreed
to as of the date thereof.

[VARIATION]



By ____________________________________
   [Title]




                                       57
<PAGE>

                                                                      SCHEDULE A

                       INFORMATION RELATING TO PURCHASERS

                                                             Principal Amount of
Name and Address of Purchaser                                    Notes Held
-----------------------------                                -------------------

THE PRUDENTIAL INSURANCE COMPANY
        OF AMERICA                                               $25,000,000

        (1)  All payments by wire transfer of immediately
               available funds to:

               ACCOUNT NO. 890-0304-391

               The Bank of New York
               New York, New York
               (ABA No: 021-000-018)

               Each such wire transfer shall set forth the
               name of the Company, a reference to "9.66%
               Series A Senior Secured Notes due March 30,
               2004, Security No. !INV5315!, and the
               application (as among principal, interest and
               Make-Whole Amount) of the payment being made.

        (2)  All notices of payments and written
               confirmations of such wire transfers:

               The Prudential Insurance Company
               of America
               c/o Prudential Capital Group
               Gateway Center Three
               100 Mulberry Street
               Newark, New Jersey  07102

               Attention:  Manager, Investment
               Operation Group
               Telephone: (973) 802-5260
               Telecopy:  (973) 802-8055

        (3)  All communications:

               The Prudential Insurance Company
               of America




                                       1
<PAGE>

               c/o Prudential Capital Group
               Four Gateway Center, 7th Floor
               100 Mulberry Street
               Newark, New Jersey 07102

               Attention:  Managing Director
               Telephone:  (973) 802-9819
               Telecopy:

        (4)    Recipient of telephonic prepayment notices:

               Attention:  Manager, Investment Structuring
                             and Pricing

               Telephone: (973) 802-6660
               Telecopy:  (973) 802-9425

        (5)    Tax Identification No. 22-1211670

NATIONWIDE LIFE INSURANCE COMPANY                                  $11,500,000

        (1)    All payments by wire transfer of immediately
               available funds to:

               F/A/O Nationwide Life Insurance
               Company Custody Account
               No. 71615

               Morgan Guaranty Trust Company of
               New York
               23 Wall Street
               New York, New York  10015
               (ABA No. 021-000-238)
               Journal No. 999-99-024
               Attn:  Custody Service Dept.
               PPN No.:  __________

               Each such wire transfer shall set forth the
               name of the Company, a reference to "9.66%
               Series A Senior Secured Notes due March 30,
               2004, and the application (as among
               principal, interest and Make-Whole Amount) of
               the payment being made.

        (2)    All notices of payments and written
               confirmations of such wire transfers:




                             2
<PAGE>

               Nationwide Life Insurance Company
               One Nationwide Plaza (1-32-09)
               Columbus, Ohio 43215-2220

               Attention: Corporate Money Management

        (3)    All other communications:

               Nationwide Life Insurance Company
               One Nationwide Plaza (1-33-07)
               Columbus, Ohio 43216-2220

               Attention: Corporate Fixed Income
               Securities

        (4)    Tax Identification No. 31-4156830

WEST COAST LIFE INSURANCE COMPANY                                   $2,500,000

        (1)    All payments by wire transfer of immediately
               available funds to:

               F/A/O West Coast Life Custody Account
               No. 73290

               Morgan Guaranty Trust Company of
               New York
               23 Wall Street
               New York, New York  10015
               (ABA No. 021-000-238)
               Journal No. 999-99-024
               Attn:  Custody Service Dept.
               PPN No.:  ___________

               Each such wire transfer shall set forth the
               name of the Company, a reference to "9.66%
               Series A Senior Secured Notes due March 30,
               2004, and the application (as among
               principal, interest and Make-Whole Amount) of
               the payment being made.

        (2)    All notices of payments and written
               confirmations of such wire transfers:

               West Coast Life Insurance Company
               343 Sansone Street




                             3
<PAGE>

               San Francisco, California 94104

               Attention: Karl Snover

        (3)    All other communications:

               West Coast Life Insurance Company
               One Nationwide Plaza (1-33-07)
               Columbus, Ohio  43215-2220

               Attention: Corporate Fixed Income
               Securities

        (4)    Tax Identification No. 94-0971150

NATIONWIDE LIFE AND ANNUITY INSURANCE                             $1,000,000
               COMPANY

        (1)    All payments by wire transfer of immediately
               available funds to:

               F/A/O Nationwide Life and Annuity
               Insurance Company Custody
               Account No. 71620

               Morgan Guaranty Trust Company of
               New York
               23 Wall Street
               New York, New York  10015
               (ABA No. 021-000-238)
               Journal No. 999-99-024
               Attn:  Custody Service Dept.
               PPN No.:  ___________

               Each such wire transfer shall set forth the
               name of the Company, a reference to "9.66%
               Series A Senior Secured Notes due March 30,
               2004, and the application (as among
               principal, interest and Make-Whole Amount) of
               the payment being made.

        (2)    All notices of payments and written
               confirmations of such wire transfers:

               Nationwide Life and Annuity Insurance
               Company




                             4
<PAGE>

               One Nationwide Plaza (1-32-09)
               Columbus, Ohio  43215-2220

               Attention: Corporate Money Management

        (3)    All other communications:

               Nationwide Life and Annuity Insurance
               Company
               One Nationwide Plaza (1-33-07)
               Columbus, Ohio 43216-2220

               Attention: Corporate Fixed Income
               Securities

        (4)    Tax Identification No. 31-1000740

GREAT-WEST LIFE & ANNUITY INSURANCE                               $10,000,000
               COMPANY

        (1)    All payments by wire transfer of immediately
               available funds to:

               Bank of New York
               ABA No.: 021-000-018 Bkof NYC/CTR/BBK=IOC565
               Instit. Custody Department - GWL #640935

               Each such wire transfer shall set forth the
               name of the Company, a reference to "9.66%
               Series A Senior Secured Notes due March 30,
               2004, PPN No. ____________" and the
               application (as among principal, interest and
               Make-Whole Amount) of the payment being made
               and confirmation of principal balance.

        (2)    All notices of payments and written
               confirmations of such wire transfers:

               The Bank of New York
               Institutional Custody Department, 14th Floor
               One Wall Street
               New York, New York 10286

               Telecopier: 212/635-8844

        (3)    All other communications:




                             5
<PAGE>

               Great-West Life & Annuity Insurance
               Company
               8515 East Orchard Road, 3T2
               Greenwood, Colorado  80111

               Attention:  Corporate Finance Investments
               Telecopier: (303) 737-6193

        (4)    Tax Identification No. 84-0467907



                             6
<PAGE>


                                                  SCHEDULE B

                                  DEFINED TERMS

               As used herein, the following terms have the respective meanings
        set forth below or set forth in the SECTION hereof following such term:

               "Acquisition" means any transaction, or any series of related
        transactions, consummated on or after the date of this Agreement, by
        which the Company or any of its Subsidiaries (a) acquires any going
        business or all or substantially all of the assets of any firm,
        corporation or division thereof which constitutes a going business,
        whether through purchase of assets, merger or otherwise or (b) directly
        or indirectly acquires (in one transaction or as the most recent
        transaction in a series of transactions) at least a majority (in number
        of votes) of the securities of a corporation which have ordinary voting
        power for the election of directors (other than securities having such
        power only by reason of the happening of a contingency) or a majority
        (by percentage of voting power) of the outstanding partnership interests
        of a partnership or a majority (by percentage or voting power) of the
        outstanding ownership interests of a limited liability company.

               "Administrative Agent" means Bank One in its capacity as
        contractual representative for itself and the Lenders pursuant to the
        Credit Agreement and any successor Administrative Agent appointed
        pursuant thereto.

               "Advance" is defined in the Credit Agreement.

               "Affiliate" of any Person means any other Person directly or
        indirectly controlling, controlled by or under common control with such
        Person. A Person shall be deemed to control another Person if the
        controlling Person is the "beneficial owner" (as defined in Rule 13d-3
        under the Securities Exchange Act of 1934) of greater than ten percent
        (10%) or more of any class of voting securities (or other voting
        interests) of the controlled Person or possesses, directly or
        indirectly, the power to direct or cause the direction of the management
        or policies of the controlled Person, whether through ownership of
        Capital Stock, by contract or otherwise. In addition, each director of
        the Company or any Subsidiary of the Company shall be deemed to be an
        Affiliate of the Company.

               "Aggregate Revolving Loan Commitment" means the aggregate of the
        Revolving Loan Commitments of all the Lenders, as reduced from time to
        time pursuant to the terms hereof. The initial Aggregate Revolving Loan
        Commitment is $18,000,000.00, of which $10,444,995.69 is outstanding as
        of the Closing.

               "Agreement" means this Amended and Restated Note Purchase
        Agreement, as it may be amended, restated or otherwise modified and in
        effect from time to time.

               "Approved Refinancing Indebtedness" is defined in SECTION
        10.4(b).

               "Authorized Officer" means any of the chief executive officer,
        chief financial officer, controller and treasurer of the Company, acting
        singly.




                             1
<PAGE>

               "Available Liquidity" means, for any period, the sum of the
        average monthly balances during such period of (i) the amount by which
        (A) the Aggregate Revolving Loan Commitment in effect during such period
        exceeds (B) the aggregate outstanding amount of the Revolving Advances
        (as defined in the Credit Agreement) and Revolver L/C Obligations (as
        defined in the Credit Agreement) during such period and (ii)
        "Availability" (as defined in the Receivables Purchase Agreement) during
        such period.

               "Bank One" means Bank One, Indiana, N.A. in its individual
        capacity, together with its successors.

               "Bank Notes" means the Revolving Notes, the Term Notes and the
        PIK Notes (as defined in the Credit Agreement).

               "Benefit Plan" means a defined benefit plan as defined in Section
        3(35) of ERISA (other than a Multiemployer Plan) in respect of which the
        Company or any other member of the Controlled Group is, or within the
        immediately preceding six (6) years was, an "employer" as defined in
        Section 3(5) of ERISA.

               "Business Day" means (a) for the purposes of SECTION 8.6 only,
        any day other than a Saturday, a Sunday or a day on which commercial
        banks in New York City are required or authorized to be closed, and (b)
        for the purposes of any other provision of this Agreement, any day other
        than a Saturday, a Sunday or a day on which commercial banks in New
        York, Indiana or Illinois are required or authorized to be closed.

               "Capital Expenditures" means, for any period, the aggregate of
        all expenditures (whether paid in cash or accrued as liabilities and
        including Capitalized Leases and purchase money Indebtedness to the
        extent permitted hereunder) by the Company and its Subsidiaries during
        that period that, in conformity with GAAP, are required to be included
        in or reflected by the property, plant, equipment or similar fixed asset
        accounts reflected in the consolidated balance sheet of the Company and
        its Subsidiaries.

               "Capital Stock" means (i) in the case of a corporation, corporate
        stock, (ii) in the case of an association or business entity, any and
        all shares, interests, participations, rights or other equivalents
        (however designated) of corporate stock, (iii) in the case of a
        partnership, partnership interests (whether general or limited) and (iv)
        any other interest or participation that confers on a Person the right
        to receive a share of the profits and losses of, or distributions of
        assets of, the issuing Person.

               "Capitalized Lease" of a Person means any lease of property by
        such Person as lessee which would be capitalized on a balance sheet of
        such Person prepared in accordance with GAAP.

               "Capitalized Lease Obligations" of a Person means the amount of
        the obligations of such Person under Capitalized Leases which would be
        capitalized on a balance sheet of such Person prepared in accordance
        with GAAP.

               "Cash Equivalents" means (a) marketable direct obligations issued
        or unconditionally guaranteed by the government of the United States;
        (b) domestic and



                             2
<PAGE>

        Eurodollar certificates of deposit and time deposits, bankers'
        acceptances and floating rate certificates of deposit issued by any
        commercial bank organized under the laws of the United States, any state
        thereof, the District of Columbia, or its branches or agencies and
        having capital and surplus in an aggregate amount not less than
        $500,000,000 (fully protected against currency fluctuations for any such
        deposits with a term of more than ten (10) days); (c) shares of money
        market, mutual or similar funds having net assets in excess of
        $500,000,000 maturing or being due or payable in full not more than one
        hundred eighty (180) days after the Company's acquisition thereof and
        the investments of which are limited to investment grade securities
        (i.e., securities rated at least Baa by Moody's Investors Service, Inc.
        or at least BBB by Standard & Poor's Ratings Group) and (d) commercial
        paper of United States banks and bank holding companies and their
        subsidiaries and United States finance, commercial, industrial or
        utility companies which, at the time of acquisition, are rated A-1 (or
        better) by Standard & Poor's Ratings Group or P-1 (or better) by Moody's
        Investors Service, Inc.; provided that the maturities of such Cash
        Equivalents shall not exceed 365 days.

               "Change of Control" means the acquisition by any Person, or two
        or more Persons acting in concert, of beneficial ownership (within the
        meaning of Rule 13d-3 of the Commission under the Securities Exchange
        Act of 1934) of 30% or more of the outstanding shares of voting stock of
        the Company.

               "Closing" is defined in SECTION 3.

               "Code" means the Internal Revenue Code of 1986, as amended,
        reformed or otherwise modified from time to time.

               "Collateral" means all real and personal property and interests
        in real and personal property now owned or hereafter acquired by the
        Company or any of the Company's Domestic Subsidiaries in or upon which a
        security interest or lien is granted to the Collateral Agent, for the
        benefit of the Secured Parties, whether under the Security Agreement,
        under any of the other Collateral Documents or under any of the other
        Note Documents.

               "Collateral Agent" means Bank One, NA, a national banking
        association, in its capacity as contractual representative for itself
        and the Secured Parties pursuant to the terms of the Intercreditor
        Agreement and any successor Collateral Agent appointed pursuant to the
        terms thereof.

               "Collateral Documents" means the Security Agreement, the Pledge
        Agreements, the Mortgages and all other security agreements, pledges,
        powers of attorney, assignments, financing statements, vehicle titles
        and all other instruments and documents delivered to the Collateral
        Agent pursuant to SECTION 9.14 hereof, together with all agreements,
        instruments and documents referred to therein or contemplated thereby.

               "Commission" means the Securities and Exchange Commission and any
        Person succeeding to the functions thereof.




                             3
<PAGE>

               "Company" means Wabash National Corporation, a Delaware
        corporation, and its successors and assigns.

               "Compliance Certificate" means a certificate substantially in the
        form of EXHIBIT 7.1(b) delivered to the Holders by the Company pursuant
        to the provisions of this Agreement and covering, among other things,
        its compliance with the financial covenants contained in SECTION 10 and
        certain other provisions of this Agreement.

               "Confidential Information" is defined in SECTION 20.

               "Consolidated EBITDA" means, for any period, on a consolidated
        basis for the Company and its consolidated Subsidiaries, the sum of the
        amounts for such period, without duplication, of (i) Consolidated
        Operating Income, plus (ii) charges against income for foreign taxes and
        U.S. income taxes to the extent deducted in computing Consolidated
        Operating Income, plus (iii) Interest Expense to the extent deducted in
        computing Consolidated Operating Income, plus (iv) depreciation expense
        to the extent deducted in computing Consolidated Operating Income, plus
        (v) amortization expense, including, without limitation, amortization of
        goodwill and other intangible assets to the extent deducted in computing
        Consolidated Operating Income, plus (vi) other non-cash charges (in an
        aggregate amount not in excess of $15,000,000 during any fiscal year of
        the Company) in accordance with GAAP to the extent deducted in computing
        Consolidated Operating Income, minus (x) the total interest income of
        the Company and its Subsidiaries to the extent included in computing
        Consolidated Operating Income minus (y) the total tax benefit reported
        by the Company and its Subsidiaries to the extent included in computing
        Consolidated Operating Income.

               "Consolidated Equity" means as of the date of any determination
        thereof, the total stockholders' equity of the Company and its
        Subsidiaries on a consolidated basis, all as determined in accordance
        with GAAP.

               "Consolidated Funded Debt" means Funded Debt of the Company and
        its Subsidiaries, determined on a consolidated basis eliminating
        intercompany items.

               "Consolidated Net Income" means, with reference to any period,
        the net income (or loss) of the Company and its Subsidiaries for such
        period (taken as a cumulative whole), as determined in accordance with
        GAAP, after eliminating all offsetting debits and credits between the
        Company and its Subsidiaries and all other items required to be
        eliminated in the course of the preparation of consolidated financial
        statements of the Company and its Subsidiaries in accordance with GAAP.

               "Consolidated Operating Income" means, with reference to any
        period, the net operating income (or loss) of the Company and its
        Subsidiaries for such period (taken as a cumulative whole on a
        consolidated basis) including, without limitation, all restructuring
        expenses for such period (exclusive of "other income/expenses" as
        reflected in the Company's consolidated statement of income of the
        Company and its Subsidiaries for such period and related to
        non-operating and non-recurring income and expenses), as determined in
        accordance with GAAP, after eliminating all offsetting debits and
        credits



                             4
<PAGE>

        between the Company and its Subsidiaries and all other items required to
        be eliminated in the course of the preparation of consolidated financial
        statements of the Company and its Subsidiaries in accordance with GAAP.

               "Consolidated Priority Debt" means Priority Debt of the Company
        and its Subsidiaries, determined on a consolidated basis eliminating
        intercompany items.

               "Consolidated Tangible Net Worth" means as of the date of any
        determination thereof, the arithmetic sum of:

               (a) the amount of the capital stock accounts (net of treasury
stock, at cost) plus (or minus in the case of deficit) the surplus and retained
earnings of the Company and its Subsidiaries,

                PLUS

               (b) minority interests and deferred taxes of the Company and its
Subsidiaries,

                MINUS

               (c) the net book value, after deducting any reserves applicable
thereto, of all items of the following character which are included in the
assets of the Company and its Subsidiaries, to wit:

                      (i) the incremental increase in an asset resulting from
any reappraisal, revaluation or write-up of assets (other than any revaluation
or write-up of assets in accordance with GAAP); and

                      (ii) goodwill, patents, patent applications, permits,
trademarks, trade names, copyrights, licenses, franchises, experimental expense,
organizational expense, unamortized debt discount and expense, the excess of
cost of shares acquired over book value of related assets and such other assets
as are properly classified as "intangible assets" acquired by the Company or any
Subsidiary after December 1, 1996 to the extent and in the amount by which the
fair market value thereof is in excess of 10% of Consolidated Total Assets as of
any date of determination of Consolidated Total Assets;

               all determined in accordance with GAAP.

               "Consolidated Tax Adjusted Equity" means as of the date of any
        determination thereof, Consolidated Equity plus the cumulative federal,
        state and local income tax benefit reported by the Company in accordance
        with GAAP.

               "Consolidated Total Assets" means as of the date of any
        determination thereof, total assets of the Company and its Subsidiaries
        determined on a consolidated basis in accordance with GAAP.




                                       5
<PAGE>

               "Consolidated Total Capitalization" means as of the date of any
        determination thereof, the sum of (a) Consolidated Funded Debt plus (b)
        Consolidated Tangible Net Worth.

               "Contaminant" means any waste, pollutant, hazardous substance,
        toxic substance, hazardous waste, special waste, petroleum or
        petroleum-derived substance or waste, asbestos, polychlorinated
        biphenyls ("PCBs"), or any constituent of any such substance or waste,
        and includes but is not limited to these terms as defined in
        Environmental, Health or Safety Requirements of Law.

               "Contingent Obligation", as applied to any Person, means any
        obligation (except the endorsement in the ordinary course of business of
        negotiable instruments for deposit or collection) of such Person
        guaranteeing or in effect guaranteeing any Indebtedness, dividend or
        other obligation of any other Person in any manner, whether directly or
        indirectly, including (without limitation) obligations incurred through
        an agreement, contingent or otherwise, by such Person:

               (a) to purchase such Indebtedness or obligation or any property
constituting security therefor;

               (b) to advance or supply funds (i) for the purchase or payment of
such Indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness or obligation;

               (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

               (d) otherwise to assure the owner of such Indebtedness or
obligation against loss in respect thereof.

               In any computation of the Indebtedness or other liabilities of
        the obligor under any Contingent Obligation, the Indebtedness or other
        obligations that are the subject of such Contingent Obligation shall be
        assumed to be direct obligations of such obligor.

               "Contractual Obligation", as applied to any Person, means any
        provision of any equity or debt securities issued by that Person or any
        indenture, mortgage, deed of trust, security agreement, pledge
        agreement, guaranty, contract, undertaking, agreement or instrument, in
        any case in writing, to which that Person is a party or by which it or
        any of its properties is bound, or to which it or any of its properties
        is subject.

               "Controlled Group" means the group consisting of (a) any
        corporation which is a member of the same controlled group of
        corporations (within the meaning of Section 414(b) of the Code) as the
        Company; (b) a partnership or other trade or business (whether or not
        incorporated) which is under common control (within the meaning of
        Section 414(c) of the Code) with the Company; and (c) a member of the
        same affiliated service group (within the meaning of Section 414(m) of
        the Code) as the Company, any



                                       6
<PAGE>

        corporation described in clause (a) above or any partnership or trade or
        business described in clause (b) above.

               "Credit Agreement" means the Amended and Restated Credit
        Agreement dated as of April 11, 2002, among the Company, the financial
        institutions from time to time party thereto as lenders and Bank One,
        Indiana, N.A. as Administrative Agent, as amended from time to time in
        accordance with SECTION 10.2(t) hereof.

               "Customary Permitted Liens" means:

               (a) Liens (other than Environmental Liens and Liens in favor of
the IRS or the PBGC) with respect to the payment of taxes, assessments or
governmental charges in all cases which are not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves or other appropriate provisions are being maintained in
accordance with GAAP;

               (b) statutory Liens of landlords and Liens of suppliers,
mechanics, carriers, materialmen, warehousemen or workmen and other similar
Liens imposed by law created in the ordinary course of business for amounts not
yet due or which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves or other appropriate provisions are
being maintained in accordance with GAAP;

               (c) Liens (other than Environmental Liens and Liens in favor of
the IRS or the PBGC) incurred or deposits made in the ordinary course of
business in connection with worker's compensation, unemployment insurance or
other types of social security benefits or to secure the performance of bids,
tenders, sales, contracts (other than for the repayment of borrowed money),
surety, appeal and performance bonds; provided that (A) all such Liens do not in
the aggregate materially detract from the value of assets or property of the
Company and its Subsidiaries taken as a whole or materially impair the use
thereof in the operation of their businesses taken as a whole, and (B) all Liens
securing bonds to stay judgments or in connection with appeals that do not
secure at any time an aggregate amount exceeding $5,000,000;

               (d) Liens arising with respect to zoning restrictions, easements,
licenses, reservations, covenants, rights-of-way, utility easements, building
restrictions and other similar charges or encumbrances on the use of real
property which do not interfere in any material respect with the ordinary
conduct of the business of the Company or any Subsidiary of the Company;

               (e) Liens of attachment or judgment with respect to judgments,
writs or warrants of attachment, or similar process against the Company or any
Subsidiary of the Company which do not constitute a Default under SECTION 11;

               (f) Liens arising from leases, subleases or licenses granted to
others which do not interfere in any material respect with the business of the
Company or any Subsidiary of the Company; and




                                       7
<PAGE>

               (g) any interest or title of the lessor in the property subject
to any operating lease entered into by the Company or any Subsidiary of the
Company in the ordinary course of business.

               "Default" means an event or condition the occurrence or existence
        of which would, with the lapse of time or the giving of notice or both,
        become an Event of Default.

               "Default Rate" means that rate of interest that is the greater of
        (a) 11.66% per annum or (b) 2% over the rate of interest publicly
        announced by Morgan Guaranty Bank of New York in New York City, New York
        as its "base" or "prime" rate.

               "Deferral Fee Notes" is defined in SECTION 4.11(a).

               "Disqualified Stock" means any Capital Stock that, by its terms
        (or by the terms of any security into which it is convertible or for
        which it is exchangeable), or upon the happening of any event, matures
        or is mandatorily redeemable, pursuant to a sinking fund obligation or
        otherwise, or redeemable at the option of the holder thereof, in whole
        or in part, on or prior to the date that is 91 days after March 30,
        2004.

               "DOL" means the United States Department of Labor and any Person
        succeeding to the functions thereof.

               "Dollar" and "$" means dollars in the lawful currency of the
        United States of America.

               "Domestic Subsidiary" means a Subsidiary organized under the laws
        of a jurisdiction located in the United States of America, including,
        without limitation, those Subsidiaries identified as "Domestic
        Subsidiaries" on SCHEDULE 5.4 hereto.

               "Environmental, Health or Safety Requirements of Law" means all
        Requirements of Law derived from or relating to federal, state and local
        laws or regulations relating to or addressing pollution or protection of
        the environment, or protection of worker health or safety, including,
        but not limited to, the Comprehensive Environmental Response,
        Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., the
        Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et
        seq., and the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
        Section 6901 et seq., in each case including any amendments thereto, any
        successor statutes, and any regulations or guidance promulgated
        thereunder, and any state or local equivalent thereof.

               "Environmental Laws" means any and all Federal, state, local, and
        foreign statutes, laws, regulations, ordinances, rules, judgments,
        orders, decrees, permits, concessions, grants, franchises, licenses,
        agreements or governmental restrictions relating to pollution and the
        protection of the environment or the release of any materials into the
        environment, including but not limited to those related to hazardous
        substances or wastes, air emissions and discharges to waste or public
        systems.

               "Environmental Lien" means a lien in favor of any Governmental
        Authority for (a) any liability under Environmental, Health or Safety
        Requirements of Law, or (b)



                                       8
<PAGE>

        damages arising from, or costs incurred by such Governmental Authority
        in response to, a Release or threatened Release of a Contaminant into
        the environment.

               "Environmental Property Transfer Act" means any applicable
        requirement of law that conditions, restricts, prohibits or requires any
        notification or disclosure triggered by the closure of any property or
        the transfer, sale or lease of any property or deed or title for any
        property for environmental reasons, including, but not limited to, any
        so-called "Industrial Site Recovery Act" or "Responsible Property
        Transfer Act."

               "Equity Interests" means Capital Stock and all warrants, options
        or other rights to acquire Capital Stock (including any debt security
        that is convertible into, or exchangeable for, Capital Stock).

               "ERISA" means the Employee Retirement Income Security Act of
        1974, as amended from time to time including (unless the context
        otherwise requires) any rules or regulations promulgated thereunder.

               "ERISA Affiliate" means any trade or business (whether or not
        incorporated) that is treated as a single employer together with the
        Company under section 414 of the Code.

               "Event of Default" is defined in SECTION 11.

               "Excess Cash Flow" means, without duplication, for any fiscal
        quarter of the Company, an amount equal to:

                      (a) the sum of cash and Cash Equivalents of the Company
        and its Subsidiaries on the last day of such fiscal quarter;

        (plus)        (b) Available Liquidity on the last day of such fiscal
                          quarter;

        minus         (c) the Projected Liquidity Amount on the last day of
                          such fiscal quarter;

        minus         (d) $5,000,000.

               "Exchange Act" means the Securities Exchange Act of 1934, as
        amended.

               "Existing Letters of Credit" is defined in the Credit Agreement.

               "Finance Contracts" means any chattel paper originated by the
        Company or any of its Subsidiaries pursuant to a bona fide sale
        transaction in the ordinary course of business with a customer or any
        Subsidiary.

               "First Tier Foreign Subsidiary" means each Foreign Subsidiary
        with respect to which any one or more of the Company or its Domestic
        Subsidiaries directly owns or controls more than 50% of such Foreign
        Subsidiary's Capital Stock.



                                       9

<PAGE>

               "Fleet Lease Transaction" means (i) the lease transaction among
        Wabash Statutory Trust - 2000 as lessor and Apex Trailer Leasing &
        Rentals, L.P. as lessee under that certain Amended and Restated
        Equipment Lease dated as of March 30, 2001, as amended, restated,
        supplemented or otherwise modified from time to time and all other
        instruments and documents related thereto and (ii) the lease transaction
        among Fleet Capital Corporation (as successor to BancBoston Leasing,
        Inc.) as lessor and Apex Trailer Leasing & Rentals, L.P. as lessee under
        that certain Master Lease Agreement dated as of September 5, 1997, as
        amended, restated, supplemented or otherwise modified from time to time
        and all other instruments and documents related thereto.

               "Foreign Employee Benefit Plan" means any employee benefit plan
        as defined in Section 3(3) of ERISA which is maintained or contributed
        to for the benefit of the employees of the Company, any of its
        Subsidiaries or any members of its Controlled Group and is not covered
        by ERISA pursuant to ERISA Section 4(b)(4).

               "Foreign Pension Plan" means any employee benefit plan as
        described in Section 3(3) of ERISA which (a) is maintained or
        contributed to for the benefit of employees of the Company, any of its
        Subsidiaries or any of its ERISA Affiliates, (b) is not covered by ERISA
        pursuant to Section 4(b)(4) of ERISA, and (c) under applicable local
        law, is required to be funded through a trust or other funding vehicle.

               "Foreign Subsidiary" means a Subsidiary of the Company which is
        not a Domestic Subsidiary.

               "Fruehauf Preferred Stock" means the Series A 6% Cumulative
        Convertible Exchangeable Preferred Stock of the Company.

               "Funded Debt" of any Person means all Indebtedness of such Person
        which would, in accordance with GAAP, constitute long-term Indebtedness,
        including, without limitation (a) all Indebtedness of such Person for
        borrowed money or which has been incurred in connection with the
        acquisition of assets in each case having a final maturity of more than
        one year from the date of origin thereof (or which is renewable or
        extendible at the option of the obligor for a period or periods more
        than one year from the date of origin), including in any event all
        payments in respect thereof that are required to be made within one year
        from the date of any determination of Funded Debt, whether or not the
        obligation to make such payments shall constitute a current liability of
        the obligor under GAAP, and all Indebtedness of such Person outstanding
        under any revolving credit, line of credit, commercial extension of
        credit or similar agreement between such Person and an Institutional
        Investor which is classified as long-term in accordance with GAAP, (b)
        all Capitalized Rentals of such Person, (c) all Guaranties by such
        Person of Funded Debt of others, and (d) all Indebtedness of such Person
        outstanding under any revolving credit, line of credit, commercial
        extension of credit or similar agreement between such Person and an
        Institutional Investor, whether or not classified as long-term or
        short-term Indebtedness, if, during the 365-day period immediately
        preceding the date of any determination of Funded Debt of such Person,
        there shall not have been a period of at least 30 consecutive days
        during which Indebtedness of such Person outstanding under such
        revolving credit, line of credit, commercial extension of credit or
        similar




                                       10
<PAGE>

        agreement is equal to zero, in which event there shall be included in
        such determination of Funded Debt an amount equal to the highest
        aggregate amount of all such Indebtedness outstanding during any period
        of 30 consecutive days selected by such Person during such preceding
        365-day period.

               "GAAP" means generally accepted accounting principles as in
        effect from time to time in the United States, applied in a manner
        consistent with those used in preparing the financial statements
        referred to in SECTION 7.1 hereof.

               "Governmental Acts" is defined in the Credit Agreement.

               "Governmental Authority" means any nation or government, any
        foreign, federal, state, local or other political subdivision thereof
        and any entity exercising executive, legislative, judicial, regulatory
        or administrative functions of or pertaining to government.

               "Guarantor" means each Initial Guarantor and each other Domestic
        Subsidiary that executes and delivers a Note Guaranty, and in each case
        their respective successors and assigns.

               "Guaranty" means, with respect to any Person, any obligation
        (except the endorsement in the ordinary course of business of negotiable
        instruments for deposit or collection) of such Person guaranteeing or in
        effect guaranteeing any Indebtedness, dividend or other obligation of
        any other Person in any manner, whether directly or indirectly,
        including (without limitation) obligations incurred through an
        agreement, contingent or otherwise, by such Person:

               (a) to purchase such Indebtedness or obligation or any property
constituting security therefor;

               (b) to advance or supply funds (i) for the purchase or payment of
such Indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any other
Person or otherwise to advance or make available funds for the purchase or
payment of such Indebtedness or obligation;

               (c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such Indebtedness or
obligation of the ability of any other Person to make payment of the
Indebtedness or obligation; or

               (d) otherwise to assure the owner of such Indebtedness or
obligation against loss in respect thereof.

               In any computation of the Indebtedness or other liabilities of
        the obligor under any Guaranty, the Indebtedness or other obligations
        that are the subject of such Guaranty shall be assumed to be direct
        obligations of such obligor.

               "Hazardous Material" means any and all pollutants, toxic or
        hazardous wastes or any other substances that might pose a hazard to
        health or safety, the removal of which




                                       11
<PAGE>

        may be required or the generation, manufacture, refining, production,
        processing, treatment, storage, handling, transportation, transfer, use,
        disposal, release, discharge, spillage, seepage, or filtration of which
        is or shall be restricted, prohibited or penalized by any applicable law
        (including, without limitation, asbestos, urea formaldehyde foam
        insulation and polychlorinated biphenyls).

                "Hedging Obligations" of a Person means any and all obligations
        of such Person, whether absolute or contingent and howsoever and
        whensoever created, arising, evidenced or acquired (including all
        renewals, extensions and modifications thereof and substitutions
        therefor), under (a) any and all agreements, devices or arrangements
        designed to protect at least one of the parties thereto from the
        fluctuations of interest rates, commodity prices, exchange rates or
        forward rates applicable to such party's assets, liabilities or exchange
        transactions, including, but not limited to, dollar-denominated or
        cross-currency interest rate exchange agreements, forward currency
        exchange agreements, interest rate cap or collar protection agreements,
        forward rate currency or interest rate options, puts and warrants, and
        (b) any and all cancellations, buy backs, reversals, terminations or
        assignments of any of the foregoing.

                "holder" or "Holder" means, with respect to any Note, the Person
        in whose name such Note is registered in the register maintained by the
        Company pursuant to SECTION 13.1.

                "Indebtedness" means, with respect to any Person, without
        duplication,

               (a) its liabilities for borrowed money, including reimbursement
obligations (contingent or otherwise) with respect to letters of credit;

               (b) its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including, without limitation, all liabilities created or
arising under any conditional sale or other title retention agreement with
respect to any such property);

               (c)    its Capitalized Lease Obligations;

               (d) all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has assumed or
otherwise become liable for such liabilities);

               (e)    its Off-Balance Sheet Liabilities;

               (f)    its Receivables Facility Attributed Indebtedness; and

               (g) any Contingent Obligation of such Person with respect to
liabilities of a type described in any of clauses (a) through (f) hereof.

               Indebtedness of any Person shall include all obligations of such
        Person of the character described in clauses (a) through (g) to the
        extent such Person remains legally liable in respect thereof
        notwithstanding that any such obligation is deemed to be




                                       12
<PAGE>

        extinguished under GAAP. In no event shall Indebtedness include Unfunded
        Liabilities of any Plan of the Company and its Subsidiaries, which
        amount, as of December 31, 2001, was zero.

               "Initial Guarantors" means each Domestic Subsidiary (other than
        WNC, WNC Receivables Management Corp., WNC Funding LLC and WNC Funding
        Manager Corp.) in existence on the Closing.

               "Institutional Investor" means (a) any original purchaser of a
        Note, (b) any holder of a Note holding more than 5% of the aggregate
        principal amount of the Notes then outstanding, and (c) any bank, trust
        company, savings and loan association or other financial institution,
        any pension plan, any investment company, any insurance company, any
        broker or dealer, or any other similar financial institution or entity,
        regardless of legal form.

               "Intercreditor Agreement" means the Intercreditor and Collateral
        Agency Agreement dated as of April 11, 2002, among the Collateral Agent,
        the Administrative Agent and the Secured Parties, as such agreement may
        be amended, restated, supplemented (including by way of joinder of
        additional parties thereto in accordance with its terms) or otherwise
        modified from time to time.

               "Interest Coverage Ratio" means, as of any date the same is to be
        determined, the ratio of (a) Consolidated EBITDA as of such date for (i)
        in the case of calculating Consolidated EBITDA for each relevant month
        in the Company's fiscal year ending on or about December 31, 2002, the
        cumulative period of months ending on and after April 30, 2002 and (ii)
        in the case of calculating Consolidated EBITDA for each month
        thereafter, the period of four consecutive fiscal quarters then ending
        to (b) Interest Expense during the same applicable periods.

               "Interest Expense" means, for any period, the total interest
        expense of the Company and its consolidated Subsidiaries, whether paid
        or accrued (including the total interest expense under the Permitted
        Receivables Transfer), including interest expense not payable in cash
        (including amortization or write-off of debt discount and debt issuance
        costs and commissions and discounts and other fees and charges
        associated with Indebtedness (including the Obligations)), all as
        determined in conformity with GAAP.

               "Interest Rate Agreements" is defined in Section 10.2(p) hereof.

               "Investment" means, with respect to any Person, (a) any purchase
        or other acquisition by that Person any Indebtedness, Equity Interests
        or other securities, or of a beneficial interest in any Indebtedness,
        Equity Interests or other securities, issued by any other Person, (b)
        any purchase by that Person of all or substantially all of the assets of
        a business conducted by another Person, and (c) any loan, advance (other
        than deposits with financial institutions available for withdrawal on
        demand, prepaid expenses, accounts receivable, advances to employees and
        similar items made or incurred in the ordinary course of business) or
        capital contribution by that Person to any other Person,



                                       13
<PAGE>

        including all Indebtedness to such Person arising from a sale of
        property by such Person other than in the ordinary course of its
        business.

               "IRS" means the Internal Revenue Service and any Person
        succeeding to the functions thereof.

               "Lafayette Property" means all of the real property owned by
        Wabash National, L.P. in Lafayette, Indiana which includes the central
        offices and manufacturing facilities of the Company.

               "L/C Obligations" is defined in the Credit Agreement.

               "Lenders" means the lending institutions listed on the signature
        pages of the Credit Agreement, including the Issuing Lender (as defined
        in the Credit Agreement) and their respective successors and assigns.

               "Letter(s) of Credit" is defined in the Credit Agreement.

               "Leverage Valuation Ratio" means, as of any date the same is to
        be determined, the ratio of (a) the sum of the aggregate outstanding
        principal amount of the Obligations, the Series C-H Obligations, the
        Series I Obligations and the Indebtedness (excluding L/C Obligations)
        under the Credit Agreement to (b) Consolidated Total Assets only to the
        extent consisting of cash and Cash Equivalents, net inventory, net
        prepaid and other expenses and net property, plant and equipment as of
        such date, in all cases as determined in accordance with GAAP.

               "Lien" means any lien (statutory or other), mortgage, pledge,
        hypothecation, assignment, deposit arrangement, encumbrance or
        preference, priority or security agreement or preferential arrangement
        of any kind or nature whatsoever (including, without limitation, the
        interest of a vendor or lessor under any conditional sale, Capitalized
        Lease or other title retention agreement).

               "Loan(s)" is defined in the Credit Agreement.

               "Loan Parties" means the Company and each of the Guarantors.

               "Make-Whole Amount" is defined in SECTION 8.6.

               "Make-Whole Notes" is defined in SECTION 4.11(b).

               "Margin Stock" shall have the meaning ascribed to such term in
        Regulation U.

               "Material" means material in relation to the business,
        operations, affairs, financial condition, assets, properties or
        prospects of the Company and its Subsidiaries taken as a whole.

               "Material Adverse Effect" means a material adverse effect upon
        (a) the business, condition (financial or otherwise), operations,
        performance, Properties or prospects of the




                                       14
<PAGE>

        Company and its Subsidiaries taken as a whole, (b) the ability of the
        Company and its Subsidiaries to perform their respective obligations
        under the Note Documents, or (c) the ability of the Holders to enforce
        the Obligations in any material respect.

               "Material Real Estate Property" shall mean each individual parcel
        of property owned by the Company or its Domestic Subsidiaries that has a
        net book value in excess of $3,000,000, excluding therefrom any parcels
        that are anticipated to be included in the SunTrust Sale Leaseback.

               "Mortgages" means the mortgages and deeds of trust from time to
        time executed by one or more of the Loan Parties in favor of the
        Collateral Agent for the benefit of the Holders and the other Secured
        Parties, as amended, restated, supplemented or otherwise modified from
        time to time.

               "Multiemployer Plan" means a "Multiemployer Plan" as defined in
        Section 4001(a)(3) of ERISA which is, or within the immediately
        preceding six (6) years was, contributed to by either the Company or any
        member of the Controlled Group.

               "National City Lease Transaction" means the lease transaction
        among National City Leasing Corporation as lessor and Apex Trailer
        Leasing & Rentals, L.P. (as successor to Wabash National Finance
        Corporation) as lessee under that certain Master Equipment Lease
        Agreement No. 07008 dated as of December 30, 1996, as amended, restated,
        supplemented or otherwise modified from time to time.

               "Note Documents" means this Agreement, the Notes, the Note
        Guaranty, the Collateral Documents and all other documents, instruments
        and agreements executed in connection therewith or contemplated thereby,
        including the letter agreement regarding fees among the Administrative
        Agent, the Collateral Agent and the Company, in each case as the same
        may be amended, restated or otherwise modified and in effect from time
        to time.

               "Note Guaranty" is defined in SECTION 1.2.

               "Notes" is defined in SECTION 1.

               "Obligations" means all Notes, advances, debts, liabilities,
        obligations, covenants and duties owing by the Company to any Holder,
        any Affiliate of any of the foregoing or any indemnitee, of any kind or
        nature, present or future, arising under this Agreement, the Notes or
        any other Note Document, whether or not evidenced by any note, guaranty
        or other instrument, whether or not for the payment of money, whether
        arising by reason of an extension of credit, loan, guaranty,
        indemnification, or in any other manner, whether direct or indirect
        (including those acquired by assignment), absolute or contingent, due or
        to become due, now existing or hereafter arising and however acquired.
        The term includes, without limitation, all interest, charges, expenses,
        fees, attorneys' fees and disbursements, paralegals' fees (in each case
        whether or not allowed), and any other sum chargeable to the Company
        under this Agreement or any other Note Document.





                                       15
<PAGE>

               "Off-Balance Sheet Liabilities" of a Person means (a) any
        repurchase obligation or liability of such Person or any of its
        Subsidiaries with respect to accounts or notes receivable sold by such
        Person or any of its Subsidiaries, (b) any liability of such Person or
        any of its Subsidiaries under any sale and leaseback transactions which
        do not create a liability on the consolidated balance sheet of such
        Person, (c) any liability of such person or any of its Subsidiaries
        under any so-called "synthetic" lease transaction, or (d) any obligation
        arising with respect to any other transaction which is the functional
        equivalent of or takes the place of borrowing but which does not
        constitute a liability on the consolidated balance sheets of such Person
        and its Subsidiaries.

               "Officer's Certificate" means a certificate of a Senior Financial
        Officer or of any other officer of the Company whose responsibilities
        extend to the subject matter of such certificate.

               "Original Credit Agreement" means the Credit Agreement dated as
        of September 30, 1997 among the Company, the financial institutions
        parties thereto and the Administrative Agent, as amended by Amendment
        No. 1 dated as of January 30, 1998, Amendment No. 2 dated as of
        September 30, 1999 and Amendment No. 3 dated as of November 30, 2000.

               "Original Note Guaranty" is defined in SECTION 1.2.

               "Original Note Purchase Agreement" is defined in SECTION 1.1.

               "Original Notes" is defined in SECTION 1.1.

               "Originators" means Wabash National, L.P. and NOAMTC, Inc., in
        their capacities as parties to the Receivables Sale Agreement.

               "Other Agreements" is defined in SECTION 2.

               "Other Purchasers" is defined in SECTION 2.

               "PBGC" means the Pension Benefit Guaranty Corporation referred to
        and defined in ERISA or any successor thereto.

               "Permitted Acquisition" means any Acquisition made by the Company
        or any of its Subsidiaries provided that: (a) as of the date of such
        Acquisition, no Default or Event of Default shall have occurred and be
        continuing or would result from such Acquisition or from the incurrence
        of any Indebtedness in connection with such Acquisition; (b) prior to
        the date of such Acquisition, such Acquisition shall have been approved
        by the board of directors and, if applicable, the shareholders of the
        Person whose stock or assets are being acquired in connection with such
        Acquisition and no claim or challenge has been asserted or threatened by
        any shareholder or director of such Person which could reasonably be
        expected to have a material adverse effect on such Acquisition or a
        Material Adverse Effect; (c) as of the date of any such Acquisition, all
        approvals required in connection with such Acquisition shall have been
        obtained and (d) the Purchase Price




                                       16
<PAGE>

        paid or payable to the Company and its Subsidiaries for all Permitted
        Acquisitions during any fiscal year of the Company shall not exceed
        $2,500,000.

               "Permitted Existing Contingent Obligations" means the Contingent
        Obligations of the Company and its Subsidiaries identified as such on
        SCHEDULE 5.14 to this Agreement.

               "Permitted Existing Indebtedness" means the Indebtedness of the
        Company and its Subsidiaries identified as such on SCHEDULE 5.14 to this
        Agreement.

               "Permitted Existing Investments" means the Investments of the
        Company and its Subsidiaries identified as such on SCHEDULE 5.14 to this
        Agreement.

               "Permitted Existing Liens" means the Liens on assets of the
        Company or its Subsidiaries identified as such on SCHEDULE 5.14 to this
        Agreement.

               "Permitted Receivables Transfer" means (i) a sale or other
        transfer by any Originator to WNC of "Receivables," and "Collections"
        under, and as such terms are defined in, the Receivables Sale Agreement,
        in accordance with the terms of the Receivables Sale Agreement, and/or
        (ii) a sale by WNC to purchasers of "Purchaser Interests" under, and as
        such term is defined in, the Receivables Purchase Agreement, in
        accordance with the terms of the Receivables Purchase Agreement.

               "Person" means any individual, corporation, firm, enterprise,
        partnership, trust, incorporated or unincorporated association, joint
        venture, joint stock company, limited liability company or other entity
        of any kind, or any government or political subdivision or any agency,
        department or instrumentality thereof.

               "PIK Notes" means the Deferral Fee Notes and the Make-Whole
        Notes, collectively.

               "Plan" means an employee benefit plan defined in Section 3(3) of
        ERISA in respect of which the Company or any member of the Controlled
        Group is, or within the immediately preceding six (6) years was, an
        "employer" as defined in Section 3(5) of ERISA.

               "Pledge Agreements" means the pledge agreements from time to time
        executed pursuant to the terms of CLAUSE (a) and CLAUSE (b) of SECTION
        9.14 in favor of the Collateral Agent for the benefit of the Secured
        Parties, as amended, restated, supplemented or otherwise modified from
        time to time.

               "Priority Debt" means (i) all Indebtedness of the Company or any
        Subsidiary secured by a Lien on any property of the Company or any
        Subsidiary, excluding Indebtedness secured by Liens permitted by CLAUSES
        (i), (ii), (iii), (iv), (vi) and (vii) of SECTION 10.2(c), but including
        Indebtedness secured by Liens permitted by CLAUSE (v) of SECTION
        10.2(c), and (ii) all Indebtedness of Subsidiaries other than
        Indebtedness of a Subsidiary to the Company.


                                       17
<PAGE>

               "Projected Liquidity Amount" means, for any period, the
        applicable amount so designated for such period in the Company's
        "Covenant Case Projection" as set forth in SCHEDULE B19 to this
        Agreement.

               "Property" of a Person means any and all property, whether real,
        personal, tangible, intangible, or mixed, of such Person, or other
        assets owned, leased or operated by such Person.

               "Purchase Price" means the total consideration and other amounts
        payable in connection with any Acquisition, including, without
        limitation, any portion of the consideration payable in cash, the value
        of any Capital Stock or other equity interests of the Company or any
        Subsidiary issued as consideration for such Acquisition, all
        Indebtedness and other monetary liabilities incurred or assumed in
        connection with such Acquisition and all transaction costs and expenses
        incurred in connection with such Acquisition.

               "QPAM Exemption" means Prohibited Transaction Class Exemption
        84-14 issued by the United States Department of Labor.

               "Real Estate Instruments" is defined in SECTION 9.14(d).

               "Receivables Facility Attributed Indebtedness" means the amount
        of obligations outstanding under a receivables purchase facility on any
        date of determination that would be characterized as principal if such
        facility were structured as a secured lending transaction rather than as
        a purchase.

               "Receivables Purchase Agreement" means that certain Receivables
        Purchase and Servicing Agreement dated as of April 11, 2002 among WNC,
        as seller, Wabash Financing LLC, as servicer, WNC Receivables Management
        Corporation, as independent member, General Electric Capital
        Corporation, as sole initial purchaser and as agent, and the other
        purchasers from time to time party thereto, as such agreement may be
        amended, restated or otherwise modified from time to time, or any
        replacement or substitution therefor.

               "Receivables Purchase Documents" means the Receivables Sale
        Agreement and the Receivables Purchase Agreement.

               "Receivables Sale Agreement" means that certain Receivables Sale
        and Contribution Agreement, dated as of April 11, 2002, by and among the
        Company, Wabash National, L.P., NOAMTC, Inc., and WNC, as such agreement
        may be amended, restated or otherwise modified from time to time, or any
        replacement or substitution therefor.

               "Regulation T" means Regulation T of the Board of Governors of
        the Federal Reserve System as from time to time in effect and any
        successor or other regulation or official interpretation of said Board
        of Governors relating to the extension of credit by




                                       18
<PAGE>

        and to brokers and dealers of securities for the purpose of purchasing
        or carrying margin stock (as defined therein).

               "Regulation U" means Regulation U of the Board of Governors of
        the Federal Reserve System as from time to time in effect and any
        successor or other regulation or official interpretation of said Board
        of Governors relating to the extension of credit by banks and nonbank,
        nonbroker lenders for the purpose of purchasing or carrying Margin
        Stock.

               "Regulation X" means Regulation X of the Board of Governors of
        the Federal Reserve System as from time to time in effect and any
        successor or other regulation or official interpretation of said Board
        of Governors relating to the extension of credit by foreign lenders for
        the purpose of purchasing or carrying margin stock (as defined therein).

               "Release" means any release, spill, emission, leaking, pumping,
        injection, deposit, disposal, discharge, dispersal, leaching or
        migration into the indoor or outdoor environment, including the movement
        of Contaminants through or in the air, soil, surface water or
        groundwater.

               "Released Parties" shall have the meaning assigned thereto in
        SECTION 22.9.

               "Reportable Event" means a reportable event as defined in Section
        4043 of ERISA and the regulations issued under such section, with
        respect to a Plan, excluding, however, such events as to which the PBGC
        by regulation waived the requirement of Section 4043(a) of ERISA that it
        be notified within 30 days after such event occurs, provided, however,
        that a failure to meet the minimum funding standards of Section 412 of
        the Code and of Section 302 of ERISA shall be a Reportable Event
        regardless of the issuance of any such waiver of the notice requirement
        in accordance with either Section 4043(a) of ERISA or Section 412(d) of
        the Code.

               "Required Holders" means, at any time, the holders of more than
        50% in principal amount of the Notes at the time outstanding (exclusive
        of Notes then owned by the Company or any of its Affiliates and
        exclusive of Deferral Fee Notes and Make-Whole Notes).

               "Required Secured Parties" shall have the meaning assigned
        thereto in the Intercreditor Agreement.

               "Requirements of Law" means, as to any Person, the charter and
        by-laws or other organizational or governing documents of such Person,
        and any law, rule or regulation, or determination of an arbitrator or a
        court or other Governmental Authority, in each case applicable to or
        binding upon such Person or any of its property or to which such Person
        or any of its property is subject including, without limitation, the
        Securities Act of 1933, the Securities Exchange Act 1934, Regulations T,
        U and X promulgated by the Board of Governors of the Federal Reserve
        System, ERISA, the Fair Labor Standards Act, the Worker Adjustment and
        Retraining Notification Act, Americans with Disabilities Act of




                                       19
<PAGE>

        1990, and any certificate of occupancy, zoning ordinance, building,
        environmental or land use requirement or permit or environmental, labor,
        employment, occupational safety or health law, rule or regulation,
        including Environmental, Health or Safety Requirements of Law.

               "Responsible Officer" means any Senior Financial Officer and any
        other officer of the Company with responsibility for the administration
        of the relevant portion of this agreement.

               "Restricted Payment" means (i) any dividend or other
        distribution, direct or indirect, on account of any Equity Interests of
        the Company now or hereafter outstanding, except a dividend payable
        solely in the Company's Capital Stock (other than Disqualified Stock) or
        in options, warrants or other rights to purchase such Capital Stock,
        (ii) any redemption, retirement, purchase or other acquisition for
        value, direct or indirect, of any Equity Interests of the Company or any
        of its Subsidiaries now or hereafter outstanding, other than in exchange
        for, or out of the proceeds of, the substantially concurrent sale (other
        than to a Subsidiary of the Company) of other Equity Interests of the
        Company (other than Disqualified Stock), (iii) any redemption, purchase,
        retirement, defeasance, prepayment or other acquisition for value,
        direct or indirect, of any Indebtedness prior to the stated maturity
        thereof, other than the Obligations and (iv) any payment of a claim for
        the rescission of the purchase or sale of, or for material damages
        arising from the purchase or sale of, any Indebtedness (other than the
        Obligations) or any Equity Interests of the Company or any of the
        Company's Subsidiaries, or of a claim for reimbursement, indemnification
        or contribution arising out of or related to any such claim for damages
        or rescission.

               "Restructuring Transaction" means the transactions contemplated
        by this Agreement and the Credit Agreement which include the extension
        of the maturities of the Original Series C Notes, the execution and
        delivery of the Collateral Documents, the execution and delivery of the
        Permitted Receivables Transfer, the amendments and/or waivers to the
        Fleet Lease Transaction and all transactions relating thereto.

               "Revolving Lender" means any Lender with a Revolving Loan
        Commitment.

               "Revolving Loan" means a loan by a Lender to the Company as part
        of a Revolving Advance.

               "Revolving Loan Commitment" is defined in the Credit Agreement.

               "Revolving Note" is defined in the Credit Agreement.

               "Secured Obligations" has the meaning ascribed to such term in
        the Intercreditor Agreement.

               "Secured Parties" has the meaning ascribed to such term in the
        Intercreditor Agreement.

               "Securities Act" means the Securities Act of 1933, as amended
        from time to time.




                                       20
<PAGE>

               "Security Agreement" means that certain Security Agreement dated
        as of April 11, 2002, executed by the Company and the Initial Guarantors
        in favor of the Collateral Agent for the benefit of the Secured Parties,
        as amended, restated, supplemented or otherwise modified from time to
        time.

               "Senior Financial Officer" means the chief financial officer,
        principal accounting officer, treasurer or comptroller of the Company.

               "Senior Funded Debt" of any Person means Funded Debt of such
        Person which is not expressed to be subordinate or junior in rank to any
        other Funded Debt of such Person.

               "Senior Notes" means $192,000,000 aggregate principal amount of
        the Company's Senior Notes, Series A and Series C through I, due
        2004-2008.

               "Series A Note Principal Allocation" shall mean, at any time, the
        percentage determined by dividing (a) the outstanding principal amount
        of the Notes (other than the Deferral Fee Notes and the Make-Whole
        Notes) as of such time, by (b) the sum of (i) the outstanding principal
        amount of the Senior Secured Notes (other than the Deferral Fee Notes
        and the Make-Whole Notes)(as each such term is defined in the
        Intercreditor Agreement), and (ii) the sum of (1) the outstanding
        principal amount of all of the Term Loans (other than the PIK Notes)
        plus (2) the amount then available for drawing under all Term Letters of
        Credit plus (3) the amount of unpaid reimbursement obligations with
        respect to drawings under all Term Letters of Credit (as each such term
        is defined in the Credit Agreement as in effect at the Closing).

               "Series C-H Note Purchase Agreements" means the separate and
        several Amended and Restated Note Purchase Agreements relating to the
        Series C-H Notes of the Company dated as of the date hereof among the
        Company and the institutional investors named therein, as amended from
        time to time in accordance with SECTION 10.2(t) hereof.

               "Series C-H Obligations" means "Obligations" as defined in the
        Series C-H Note Purchase Agreements.

               "Series I Note Purchase Agreement" means that certain Amended and
        Restated Note Purchase Agreement relating to the Series I Notes of the
        Company dated as of the date hereof among the Company and the
        institutional investors named therein, as amended from time to time in
        accordance with SECTION 10.2(t) hereof.

               "Series I Obligations" means "Obligations" as defined in the
        Series I Note Purchase Agreement.

               "Significant Real Estate Property" shall mean each individual
        parcel of property owned by the Company or its Domestic Subsidiaries
        that has a net book value in excess of $1,000,000 and less than
        $3,000,000, excluding therefrom any parcels that are anticipated to be
        included in the SunTrust Sale Leaseback.




                                       21
<PAGE>

               "Single Employer Plan" means a Plan maintained by the Company or
        any member of the Controlled Group for employees of the Company or any
        member of the Controlled Group.

               "Subordinated Debt" means, for any period, on a consolidated
        basis for the Company and its Subsidiaries, the sum of Indebtedness of
        such Persons the payment of which is subordinated to the payment of the
        Secured Obligations to the written satisfaction of the Required Holders.

               "Subsidiary" of a Person means (a) any corporation more than 50%
        of the outstanding securities having ordinary voting power of which
        shall at the time be owned or controlled, directly or indirectly, by
        such Person or by one or more of its Subsidiaries or by such Person and
        one or more of its Subsidiaries, or (b) any company, partnership,
        limited liability company, association, joint venture or similar
        business organization more than 50% of the ownership interests having
        ordinary voting power of which shall at the time be so owned or
        controlled. Unless otherwise expressly provided, all references herein
        to a "Subsidiary" shall mean a direct or indirect Subsidiary of the
        Company.

               "SunTrust Sale Leaseback" means that certain sale and leaseback
        of certain real property owned by the Company and/or certain of its
        Domestic Subsidiaries to be effected pursuant to that certain engagement
        letter agreement between the Company and SunTrust Robinson Humphrey
        dated February 1, 2002.

               "Tangible Assets" means as of the date of any determination
        thereof, with respect to any Person, total assets of such Person in
        accordance with GAAP, but excluding therefrom goodwill, patents, patent
        applications, permits, trademarks, trade names, copyrights, licenses,
        franchises, experimental expense, organizational expense, unamortized
        debt discount and expense, the excess of cost of shares acquired over
        book value of related assets and such other assets as are properly
        classified as "intangible assets" in accordance with GAAP.

               "Term Letter(s) of Credit" is defined in the Credit Agreement.

               "Term Loans" is defined in the Credit Agreement.

               "Term Loan Lender" is defined in the Credit Agreement.

               "Term Note" is defined in the Credit Agreement.

               "Termination Event" means (i) a Reportable Event with respect to
        any Benefit Plan; (ii) the withdrawal of the Company or any member of
        the Controlled Group from a Benefit Plan during a plan year in which the
        Company or such Controlled Group member was a "substantial employer" as
        defined in Section 4001(a)(2) of ERISA or the cessation of operations
        which results in the termination of employment of twenty percent (20%)
        of Benefit Plan participants who are employees of the Company or any
        member of the Controlled Group; (iii) the imposition of an obligation on
        the Company or any member of the Controlled Group under Section 4041 of
        ERISA to provide affected parties written notice of intent to terminate
        a Benefit Plan in a distress termination described in Section



                                       22
<PAGE>

        4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
        terminate a Benefit Plan; (v) any event or condition which could
        reasonably be expected to constitute grounds under Section 4042 of ERISA
        for the termination of, or the appointment of a trustee to administer,
        any Benefit Plan; or (vi) the partial or complete withdrawal of the
        Company or any member of the Controlled Group from a Multiemployer Plan.

               "Transfer" means, with respect to any property, the sale,
        exchange, conveyance, lease, transfer or other disposition of such
        property.

               "Unfunded Liabilities" means the amount (if any) by which the
        present value of all vested and unvested accrued benefits under all
        Single Employer Plans exceeds the fair market value of all such Plan
        assets allocable to such benefits, all determined as of the then most
        recent valuation date for such Plans using PBGC actuarial assumptions
        for single employer plan terminations.

               "Value" means, with respect to any property on any date, the
        greater of the book value of such property on such date or the fair
        market value of such property on such date.

               "Wholly-Owned Subsidiary" means, at any time, any Subsidiary one
        hundred percent (100%) of all of the equity interests (except directors'
        qualifying shares) and voting interests of which are owned by any one or
        more of the Company and the Company's other Wholly-Owned Subsidiaries at
        such time.

               "WNC" means WNC Receivables LLC, a Delaware limited liability
        company and a wholly-owned Subsidiary of the Company.



                                       23
<PAGE>

                                                                    SCHEDULE 4.9

                         CHANGES IN CORPORATE STRUCTURE

                              (none to be reported)





                                       1
<PAGE>

                                                                    SCHEDULE 5.3

                              DISCLOSURE MATERIALS

                              (none to be reported)



                                       1

<PAGE>



                                                                    SCHEDULE 5.4

          Subsidiaries of the Company and Ownership of Subsidiary Stock

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                             JURISDICTION
                                                  OF                % OF SHARES OWNED
    NAME OF SUBSIDIARY                       ORGANIZATION               BY COMPANY
-------------------------------------------------------------------------------------
<S>                                          <C>                    <C>
Domestic Subsidiaries
-------------------------------------------------------------------------------------
Apex Trailer Leasing & Rentals, L.P.            Delaware                   100%
-------------------------------------------------------------------------------------
Cloud Oak Flooring Company, Inc.                Arkansas                   100%
-------------------------------------------------------------------------------------
Continental Transit Corporation                 Indiana                    100%
-------------------------------------------------------------------------------------
FTSI Distribution Company, L.P.                 Delaware                   100%
-------------------------------------------------------------------------------------
National Trailer Funding, L.L.C.                Delaware                   100%
-------------------------------------------------------------------------------------
NOAMTC, Inc.                                    Delaware                   100%
-------------------------------------------------------------------------------------
WNC Cloud Merger Sub, Inc.                      Arkansas                   100%
-------------------------------------------------------------------------------------
WNC Funding Manager Corp.                       Delaware                   100%
-------------------------------------------------------------------------------------
WNC Funding LLC                                 Delaware                   100%
-------------------------------------------------------------------------------------
WNC Receivables, LLC                            Delaware                   100%
-------------------------------------------------------------------------------------
WNC Receivables Management Corp.                Delaware                   100%
-------------------------------------------------------------------------------------
WTSI  Technology Corp.                          Delaware                   100%
-------------------------------------------------------------------------------------
Wabash Financing LLC                            Delaware                   100%
-------------------------------------------------------------------------------------
Wabash National Services, L.P.                  Delaware                   100%
-------------------------------------------------------------------------------------
Wabash National, L.P.                           Delaware                   100%
-------------------------------------------------------------------------------------
Wabash Technology Corp.                         Delaware                   100%
-------------------------------------------------------------------------------------
Foreign Subsidiaries
-------------------------------------------------------------------------------------
FTSI Canada, Ltd.                               New Brunswick          (unavailable)
-------------------------------------------------------------------------------------
Roadrailer Bimodal, Ltd.                        U.K.                       100%
-------------------------------------------------------------------------------------
Roadrailer Mercosul, Ltda.                      Brazil                     50%
-------------------------------------------------------------------------------------
Roadrailer Technology Development Co., Ltd.     PRC                        81%
-------------------------------------------------------------------------------------
Wabash do Brasil                                Brazil                     100%
-------------------------------------------------------------------------------------
Wabash International, Inc.                      U.S. Virgin                100%
                                                Islands
-------------------------------------------------------------------------------------
Wabash National, GmbH                           Germany                    100%
-------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>

                            SCHEDULE 5.4 (CONTINUED)

AFFILIATES

        None.


DIRECTORS

        John T. Hackett             Chairman of the Board
        Richard E. Dessimoz
        Mark R. Holden
        E. Hunter Harrison
        Ludvik F. Koci
        Donald J. Ehrlich
        Dr. Martin C. Jischke
        Dave Burdakin


EXECUTIVE OFFICERS

        Richard E. Dessimoz         Acting CEO and President
        Mark R. Holden              Senior Vice President, CFO, Member Office
                                    of the CEO
        Derek L. Nagle              Senior Vice President, Member Office of
                                    the CEO
        Arthur R. Brown             Senior Vice President, COO
        Charles R. Ehrlich          Vice President - Manufacturing
        Rodney P. Ehrlich           Senior Vice President - Engineering
        Lawrence J. Gross           Senior Vice President - Marketing
        Wilfred E. Lewallen         Vice President - Industrial Engineering
        Stanley E. Sutton           Vice President - Purchasing
        Richard H. Snodgress        Vice President - Quality Assurance
        Christopher A. Black        Vice President - Treasurer
        Angela Knowlton             Vice President - Controller
        Nick C. Fletcher            Vice President - Human Resources
        Gary L. Bateman             Vice President - Management Information
                                    Systems
        Bryan K. Langford           Vice President - Aftermarket Parts &
                                    Accessories
        Cynthia J. Kretz            Secretary
        Donald J. Hurtt             Assistant Secretary




                                       2


<PAGE>


                                                                    SCHEDULE 5.5

                              FINANCIAL STATEMENTS

The following financial data has been provided to each Purchaser:




                                       1

<PAGE>


                                                                    SCHEDULE 5.8

                    Certain Pending or Threatened Litigation

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
   NAME/PARTIES               DESCRIPTION OR             CURRENT STATUS      RELIEF SOUGHT
                           NATURE OF PROCEEDINGS
------------------------------------------------------------------------------------------------
<S>                  <C>                                <C>               <C>
JAN C. AMOS V.       Wrongful death; piece of metal     Discovery phase   Damages in excess
WNC, ET AL.          came off semi-trailer and                            of $1,000,000.
                     through windshield of
                     plaintiff's vehicle,
                     decapitating plaintiff's wife.
                     Co-defendant, owner-operator,
                     determined responsible by
                     highway patrol report.                               Outcome unknown.
------------------------------------------------------------------------------------------------
MORALES, ET AL.      Wrongful death; WNC trailer        Several very      Money damages; WNC
V. ORTIZ V.          stopped with warning flashers on   important         has self-insured
BUNNER, ET AL.       due to accident ahead; driver of   motions pending.  retention policy of
                     van smuggling 16 illegal aliens                      $250,000. Any
                     fell asleep, hit rear of stopped                     damages over that
                     trailer, killing 13 and injuring                     amount up to $51
                     4.                                                   million insured.
------------------------------------------------------------------------------------------------
LISA MOTOR LINES,    Strict liability, negligence,      Pending.          Damages in excess
INC., CONWELL        misrepresentation, breach of       Second amended    of $1,000,000.
CORP., AND FFE       warranty/contract.  Plaintiffs     petition.
TRANSPORTATION V.    allege axle and wheel failures;                      Outcome unknown.
WABASH NATIONAL      Defendants include several
CORPORATION          manufacturers of trailers, parts
                     and lubricants.
------------------------------------------------------------------------------------------------
WABASH  NATIONAL     Wabash complained against PPG      Pending.          Value of goods and
CORP., PPG           for negligent misrepresentation    Wabash            pro-rata share of
INDUSTRIES, INC.     and breach of warranty/contract    vigorously        PPG's initial
                     for selling Wabash a painting      defending         investment in
                     system.  PPG counter-claimed for   counter-claim.    painting system,
                     alleged consigned goods provided                     interest, and costs.
                     Wabash.
------------------------------------------------------------------------------------------------
TENNESSEE            Environmental dispute.  Grand      Threatened.       Unknown.
DEPARTMENT OF        jury subpoena in 2nd quarter       Investigation
ENVIRONMENTAL        2000 requested documents for       ongoing.
CONSERVATION;        discharge of wastewater at         Unable to
WABASH NATIONAL      Huntsville, TN facility.           predict outcome
CORPORATION          Company appealed assessment        of appeal.
                     order of 10/10/00 and fine for
                     violations.
------------------------------------------------------------------------------------------------
BERNARD KRONE DO     Joint venture between BK and       Pending before    BK asserts damages
BRASEL V. WABASH     Wabash dissolved; BK sued Wabash   Brazil            in amount of $8.4
NATIONAL             over non-compete agreement and     bankruptcy        million (US)
CORPORATION          technology disclosures.            court.
(BRAZIL)
------------------------------------------------------------------------------------------------
ESTATE OF            Product liability.  NOAMTC         Pending.  CM&S    Money damages.
EBERHARDT V.         leased trailer to CM & S           insurer will      NOAMTC has
NOAMTC, INC., ET     Enterprises.  Eberhardt's          defend NOAMTC,    self-insured
AL.                  vehicle collided with trailer,     which also        retention policy of
                     stopped without lights, and        seeks             $100,000.  Any
                     died.  Claim NOAMTC negligently    indemnification.  damages over that
                     manufactured trailer.              $1 million        amount up to $51
                                                        policy limit.     million insured.
------------------------------------------------------------------------------------------------
</TABLE>



                                       1

<PAGE>

                                  SCHEDULE 5.11

                                  Patents, Etc.

        Knowledge of potential claim: Wabash National Corporation received a
letter dated August 13, 2001 from North American Trailer Sales, Ltd., a
Minnesota corporation, requesting that NOAMTC, Inc. cease using the d/b/a "North
American Trailer Centers" in Minnesota. The letter does not allege infringement
of intellectual property. The matter was referred to Trexler, Bushnell,
Giangiorgi, Blackstone & Marr, Ltd., intellectual property counselors to Wabash
National Corporation. As of the date hereof, Wabash National Corporation has not
responded to the letter.



                                       1

<PAGE>

                                                                   SCHEDULE 5.14

                              Existing Indebtedness

                           CONSOLIDATED DEBT SCHEDULE
                        FOR YEAR ENDING DECEMBER 31, 2001


<TABLE>
<CAPTION>
                                                      CURRENT
            DESCRIPTION                  LENDER         RATE      MATURITY   BALANCE 12/31/2001
------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>        <C>         <C>
ON BALANCE SHEET
PRIVATE PLACEMENT DEBT:
SERIES A - interest due 1/31 & 7/31                     6.41%     30-Mar-04          50,000,000
SERIES C - 3/13 & 9/13                                  7.16%     30-Mar-04          22,000,000
SERIES D - 6/17 & 12/17                                 7.31%     17-Dec-04           9,000,000
SERIES E - 3/13 & 9/13                                  7.36%     13-Mar-05           3,000,000
SERIES F - 6/17 & 12/17                                 7.47%     17-Dec-06          13,000,000
SERIES G - 6/30 & 12/30                                 7.53%     31-Dec-06           6,667,000
SERIES G - 6/30 & 12/30                                 7.53%     31-Dec-07           6,667,000
SERIES G - 6/30 & 12/30                                 7.53%     31-Dec-08           6,666,000
SERIES H - 6/17 & 12/17                                 7.55%     17-Dec-07          12,500,000
SERIES H - 6/17 & 12/17                                 8.04%     17-Dec-08          12,500,000
SERIES I - 3/29 & 9/29                                  8.04%     29-Sep-05          25,000,000
SERIES I - 3/29 & 9/29                                  8.04%     29-Sep-07          25,000,000
                                                                             -------------------
                                                                                    192,000,000

CREDIT FACILITY DEBT:
REVOLVING CREDIT - WNC              Bank One - Agent    2.44%     30-Mar-04          75,000,000
REVOLVING CREDIT - CANADA(1)        Toronto Dominion    3.40%     30-Mar-04          14,641,976
RENTAL FLEET FACILITY               Fleet Boston                  30-Jun-05          65,233,521
AR SECURITIZATION                   National City       4.75%     30-Mar-04          17,700,000
                                                                             -------------------
                                                                                    172,575,497

OTHER DEBT:
CAPITAL LEASE - AIRPLANE            First Security      7.50%     30-Nov-02          12,080,750
SWIFT HIGH CUBE                     National City       0.00%     30-Jun-02          13,825,000
INSTALLMENT BREADNER                Seller Note         7.25%     15-Jan-06           8,500,000
TERM LOAN NORTHERN                  Northern Trust      8.16%     30-Sep-08          10,965,356
INSTALLMENT APEX                    National City       7.55%     15-Sep-02             453,300
MORTGAGE CLOUD                      Public Bonds        4.75%      VARIES             1,331,585
BILL REINDERS - CANADA              Seller Note         8.00%     30-Jun-02             285,965
                                                                             -------------------
                                                                                     47,441,956

                                                                             -------------------
TOTAL ON BALANCE SHEET DEBT                                                         412,017,453
                                                                             ===================

OFF BALANCE SHEET
</TABLE>

--------
      (1) The Canadian revolving credit facility includes any and all renewals,
extensions, continuations and refinancings of any of the foregoing, to the
extent that the maximum principal amount thereof is not increased.



                                       1

<PAGE>

<TABLE>
<S>                                 <C>                            <C>          <C>
MANUFACTURING EQUIPMENT:
DURAPLATE PLANT                     National City                  23-Dec-04          9,638,234
PLASMA FABRICATOR                   National City                  27-Oct-04            469,576
PRODUCTION LINE EQUIP               Key Bank                       30-Sep-06          3,853,401
DRY KILNS                           Key Bank                       22-Dec-06          1,240,642
DURAPLATE PLANT II                  GE Capital                     20-Nov-08          9,327,575
                                                                                ----------------
                                                                                     24,529,428

(continued next page)
NEW AND USED TRAILERS:
SALES LEASEBACK                     National City                  31-Dec-01                  -
SALES LEASEBACK                     Bank Boston                     5-Sep-04          3,878,124
SALES LEASEBACK                     Bank Boston                     5-Aug-05          5,155,290
SALES LEASEBACK                     Pitney Bowes                   30-Aug-04          8,959,759
SALES LEASEBACK                     Bank Boston                    31-Mar-05          5,877,740
                                                                                ----------------
                                                                                     23,870,914

                                                                                ----------------
TOTAL OFF BALANCE SHEET DEBT                                                         48,400,342
                                                                                ================

                                                                                ----------------
TOTAL CONSOLIDATED DEBT                                                             460,417,795
                                                                                ================
</TABLE>



                                    S-5.14-2


<PAGE>

                         Permitted Existing Investments
                           Wabash National Corporation
                               Investment Accounts
                               as of April 8, 2002

<TABLE>
<CAPTION>

===============================================================================================
                                    BANK ONE, NA                    NORTHERN TRUST BANK
===============================================================================================
<S>                         <C>                                 <C>
Address                     111 Monument Circle                 50 S. LaSalle
                            Indianapolis, IN  46204             Chicago, IL  60675
-----------------------------------------------------------------------------------------------
Relationship Officer        Linda Taylor                        Greta Satek
-----------------------------------------------------------------------------------------------
Bank Account Title          Wabash National Corp.               Wabash National Corp. Finance
-----------------------------------------------------------------------------------------------
Balance                     $45,900,000                         $47,000
-----------------------------------------------------------------------------------------------
Description of Account      WNC Fidelity Accounts               WNC Northern Trust Bank
-----------------------------------------------------------------------------------------------
Account Number              B6681120                            5677211
-----------------------------------------------------------------------------------------------
</TABLE>



                                    S-5.14-3

<PAGE>

                                SCHEDULE 5.14(b)

                                 Existing Liens

<TABLE>
<CAPTION>
===================================================================-==================================
DEBTOR/JURISDICTION                     SECURED PARTY                          COLLATERAL
======================================================================================================
<S>                         <C>                                     <C>
APEX RENTALS, INC.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Associates Commercial Corporation       Specific vehicles, accessions,
                                                                    chattel paper, etc.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Associates Commercial Corporation       Specific vehicles, accessions,
                                                                    chattel paper, etc.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Apex Trailer & Truck Equip. Sales,      Specific equipment, replacement,
                            Inc.                                    proceeds, etc.
------------------------------------------------------------------------------------------------------
APEX TRAILER LEASING & RENTALS, L.P.
------------------------------------------------------------------------------------------------------
Delaware Secretary of       Fleet Capital Corp., as Collateral      Specific equipment/inventory,
State                       Agent and Assignee of Wabash            A/R, rents, proceeds related
                            Statutory Trust-2000                    thereto.  (Vehicles sold to
                                                                    Fleet Boston)
------------------------------------------------------------------------------------------------------
Delaware Secretary of       Fleet Capital Corp., as Collateral      Specific vehicles, accessions,
State                       Agent and Assignee of Wabash            chattel paper, general
                            Statutory Trust-2000                    intangibles, proceeds, etc.
------------------------------------------------------------------------------------------------------
Indiana Secretary of        Fleet Capital Corporation, as           Specific equipment/inventory,
State                       Collateral Agent and Assignee of        A/R, rents, proceeds related
                            Wabash Statutory Trust-2000             thereto.  (Vehicles sold to
                                                                    Fleet Boston)
------------------------------------------------------------------------------------------------------
Missouri Secretary of       Fleet Capital Corp., as Collateral      Specific equipment/inventory,
State                       Agent and Assignee of Wabash            A/R, rents, proceeds related
                            Statutory Trust-2000                    thereto.  (Vehicles sold to
                                                                    Fleet Boston)
------------------------------------------------------------------------------------------------------
CLOUD OAK FLOORING COMPANY, INC.
------------------------------------------------------------------------------------------------------
Arkansas Secretary of       Boatmen's Trust Company of Arkansas     All tangible personal property
State                                                               purchased with $2,350,000
                                                                    Arkansas Development Finance
                                                                    Authority Economic Development
                                                                    Revenue Bonds (1996 Series D)
                                                                    (Plant)
------------------------------------------------------------------------------------------------------
FRUEHAUF TRAILER SERVICES, INC.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Caterpillar Financial Services          3 trucks (substitutions,
                            Corporation                             additions, proceeds)
------------------------------------------------------------------------------------------------------
Iowa Secretary of State     Norwest Bank Iowa, NA                   1 Digital On Hold download, w/
                                                                    productions
------------------------------------------------------------------------------------------------------
Missouri Secretary of       US Fleet Leasing, as Agent              Receivables and Related Security
State                                                               and Collection Accounts.
------------------------------------------------------------------------------------------------------
Missouri Secretary of       US Fleet Leasing                        Specific equipment (trucks and
State                                                               proceeds)
------------------------------------------------------------------------------------------------------
Recorder of Deeds;          US Fleet Leasing, as Agent              Receivables and Related Security
St. Louis County, Missouri                                          and Collection Accounts.
------------------------------------------------------------------------------------------------------
Ohio Secretary of State     Caterpillar Financial Services          3 trucks (substitutions,
                            Corporation                             additions, proceeds)
------------------------------------------------------------------------------------------------------
Ohio Secretary of State     Raymond Leasing Corporation, as         Specific leased equipment (order
                            Assignee (from Storage Concepts, Inc.)  pickers, batteries and chargers)
------------------------------------------------------------------------------------------------------
Franklin County Ohio        Raymond Leasing Corporation, as         Specific leased equipment (order
                            Assignee (from Storage Concepts, Inc.)  pickers, batteries and chargers)
------------------------------------------------------------------------------------------------------
City of Richmond, Virginia  Raymond Leasing Corporation, as         Specific leased equipment (order
                            Assignee (from Storage Concepts, Inc.)  pickers, batteries and chargers)
------------------------------------------------------------------------------------------------------
Scranton, Pennsylvania      City of Scranton sewer authority        $431.26 sewer treatment charges
Court of Common Pleas       (Lackawanna County)                     filed 1/11/98
------------------------------------------------------------------------------------------------------
Greenville County,          Williamson Thermo King Dealerships,     Specific equipment (Thermo King
South Carolina              Inc.                                    unit)
------------------------------------------------------------------------------------------------------
</TABLE>



                                    S-5.14-4

<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------
<S>                         <C>                                     <C>
Texas Secretary of State    US Fleet Leasing                        Specific equipment (trucks and
                                                                    proceeds)
------------------------------------------------------------------------------------------------------
NOAMTC, INC.
------------------------------------------------------------------------------------------------------
Delaware Secretary of       Bankers/Softech Divisions of EAB        Specific equipment (combination
State                       Leasing Corp.                           system, liner bags, filter pads
                                                                    and extended warranty)
------------------------------------------------------------------------------------------------------
WABASH NATIONAL, L.P.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  General Electric Capital Corporation    Equipment and Production line
                                                                    (sale lease-back)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  National City Leasing Corporation       Leased equipment (Whitney Plasma
                                                                    Fabricator)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  First Bank Richmond, assigned           Leased equipment (fax copier)
                            from Mid Continent Financial Corp.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Copelco Capital, Inc.                   Leased equipment
------------------------------------------------------------------------------------------------------
WABASH NATIONAL CORPORATION
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Bank One, Indiana, N.A. (f/k./a NBD     Specific equipment (accessions,
                            Bank, N.A., successor by merger to      proceeds)
                            INB National Bank; f/k/a Lafayette
                            National Bank, original Secured Party)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Caterpillar Financial Services          truck (substitutions, additions,
                                                                    proceeds)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Caterpillar Financial Services          2 trucks (substitutions,
                                                                    additions, proceeds)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  IBM Credit Corporation                  Leased computer equipment and
                                                                    proceeds
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  National City Leasing Corp.             Specific leased equipment
                                                                    (Duraplate)
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Marlin Leasing Corporation              Specific leased equipment
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  Computer Technologies Leasing, Inc.     [Description Unavailable]
------------------------------------------------------------------------------------------------------
Greenville County, S.C.     Williamson Thermo King Dealerships,     Specific equipment (Thermo King
                            Inc.                                    unit)
------------------------------------------------------------------------------------------------------
WABASH NATIONAL FINANCE CORP.
------------------------------------------------------------------------------------------------------
Indiana Secretary of State  First Union National Bank, as           Specific chattel paper (leases)
                            successor by merger to CoreStates       and inventory of leased personal
                            Bank, N.A.                              property, accessions and rights.
------------------------------------------------------------------------------------------------------
WNC CLOUD MERGER SUB, INC.
------------------------------------------------------------------------------------------------------
Arkansas Secretary of       KeyCorp Leasing                         Specific equipment, accessions,
State                                                               proceeds
------------------------------------------------------------------------------------------------------
Arkansas Secretary of       KeyCorp Leasing                         Specific equipment, accessions,
State                                                               proceeds
------------------------------------------------------------------------------------------------------
Boone County, Arkansas      KeyCorp Leasing                         Specific equipment, accessions,
Circuit Clerk                                                       proceeds
------------------------------------------------------------------------------------------------------
</TABLE>




The Liens in favor of Fleet Capital Corporation noted on certificates of title
for vehicles titled in the name of Apex Trailer Leasing & Rentals, L.P. or
Wabash Statutory Trust - 2000.


                                    S-5.14-5


<PAGE>

                                  SCHEDULE 9.1

                              INACTIVE SUBSIDIARIES

1.  Wabash International, Inc.

2.  WNC Funding LLC

3.  WNC Funding Manager Corp.




                                       1

<PAGE>

                                SCHEDULE 10.2(b)

                                 Sales of Assets

1.      THE FOLLOWING PROPERTIES HELD FOR SALE:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
FACILITY      STREET ADDRESS          CITY       STATE  ZIP    NET BOOK        TYPE                      ENTITY
LOCATION                                                CODE    VALUE
----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                     <C>          <C>  <C>    <C>        <C>                     <C>
Fort Madison  2597 Highway 61         Ft Madison   IA   52627  1,751,461  manufacturing (closed)  Wabash National, L.P.
----------------------------------------------------------------------------------------------------------------------------------
Scott County  470 Fruehauf Road       Huntsville   TN   37756  4,950,000  manufacturing (closed)  Wabash National, L.P.
----------------------------------------------------------------------------------------------------------------------------------
Sheridan      606 East Center Street  Sheridan     AK   72150  1,055,682  trailer sales/rental    Cloud Oak Flooring Company, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Sheridan      606 East Center Street  Sheridan     AK   72150      (1)    trailer floor mfg       Cloud Oak Flooring Company, Inc.
                                                                         (closed)
----------------------------------------------------------------------------------------------------------------------------------
Fresno        2727 South East Avenue  Fresno       CA   93725    502,650  branch manufacturing    NOAMTC, Inc.
                                                                         (closed)
----------------------------------------------------------------------------------------------------------------------------------
Greenville    1875 Hwy 101 South      Greer        SC   29651    956,318                          NOAMTC, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Louisville    4700 Astor Road         Louisville   KY   40218    903,785  full service location   FTSI Distribution Co., L.P.
----------------------------------------------------------------------------------------------------------------------------------
Phoenix       902 South 7th Street    Phoenix      AZ   85034    485,609  full service location   NOAMTC, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Seattle       9426 8th Avenue         Seattle      WA   98108  1,235,574  full service location   NOAMTC, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Spokane       East 5316 Broadway      Spokane      WA   99212    490,696  full service location   NOAMTC, Inc.
----------------------------------------------------------------------------------------------------------------------------------
Tampa         5801 East Broadway      Tampa        FL   33619    955,156  full service location   NOAMTC, Inc.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



2. It is anticipated that Wabash National Corporation will sell that certain
1990 Dassault-Breguet Falcon 50 aircraft (serial number-212).



                                       1

<PAGE>


                                 [FORM OF NOTE]

                           WABASH NATIONAL CORPORATION

              9.66% SERIES A SENIOR SECURED NOTE DUE MARCH 30, 2004


No. [_____]                                                               [Date]
$[_______]                                                   PPN[______________]

        FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to [___________________________],
or registered assigns, the principal sum of [___________________________]
DOLLARS on March 30, 2004, with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the rate of
9.66% per annum from the date hereof, payable monthly, on the last day of each
calendar month in each year, commencing with the last day of the calendar month
next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreements referred to below), payable monthly as aforesaid (or, at the
option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 11.66% or (ii) 2% over the rate of
interest publicly announced by Morgan Guaranty Trust Company of New York from
time to time in New York, New York as its "base" or "prime" rate.

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

        This Note is one of a series of Series A Senior Secured Notes (herein
called the "Notes") issued pursuant to separate Amended and Restated Note
Purchase Agreements, each dated as of April 12, 2002 (as from time to time
amended, the "Note Purchase Agreements"), between the Company and the respective
Purchasers named therein and is entitled to the benefits thereof. Each holder of
this Note will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase
Agreements and (ii) to have made the representation set forth in Section 6.2 of
the Note Purchase Agreements.

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


                                    EXHIBIT 1
                          (to Note Purchase Agreement)


<PAGE>

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

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

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

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

        This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                       WABASH NATIONAL CORPORATION


                                       By:_____________________________________

                                          Title:_______________________________


                                     E-1-2

<PAGE>


                           [FORM OF DEFERRAL FEE NOTE]

                           WABASH NATIONAL CORPORATION

                9.66% SENIOR SECURED PIK NOTE DUE MARCH 30, 2004


No. _________                                                             [Date]
$____________ Original Principal Amount                      PPN _______________

        FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to ________________, or registered
assigns, the R-__ Note Accreted Principal Amount on March 31, 2004. The
outstanding principal amount of this Senior Secured PIK Note shall accrete at
the rate of 9.66% per annum on a monthly basis on the last day of each calendar
month in each year commencing with the last day of the calendar month next
succeeding the date hereof (computed on the basis of a year of 360 days and
twelve 30-day months) from January 31, 2003, and shall cease to accrete on the
date on which this Senior Secured PIK Note shall have been paid in full;
provided that in the case of any prepayment or other payment of this Senior
Secured PIK Note on any date other than the last day of any calendar month, the
outstanding principal amount of this Senior Secured PIK Note shall accrete at
the rate of 9.66% per annum on a daily basis from the date of the last day of
such calendar month to the date of such prepayment; provided further that upon
the occurrence of an Event of Default (as defined in the Note Purchase
Agreements referred to below and until such Event of Default has been cured or
waived in writing (such period constituting a "Default Interest Period"), the
outstanding principal amount of this Senior Secured PIK Note shall accrete, to
the extent permitted by law, at a rate per annum from time to time equal to the
greater of (i) 11.66% or (ii) 2% over the rate of interest publicly announced by
Morgan Guaranty Bank of New York from time to time in New York, New York as its
"base" or "prime" rate. It is understood and agreed that any reference in this
Senior Secured PIK Note to the "principal amount" of this Senior Secured PIK
Note shall include a reference to the R-___ Note Accreted Principal Amount
thereof whether or not specifically set forth.

        "R-__ Note Accreted Principal Amount" shall mean with reference to this
Senior Secured PIK Note, as of any date of determination, the sum of (a)
[$___________] and (b) the outstanding principal amount of this Senior Secured
PIK Note which shall have been accreted thereon from the date of issuance
through such date, such amount shall accrete at the rate of 9.66% per annum on a
monthly basis on the last day of each calendar month in each year commencing
with the last day of the calendar month next succeeding the date hereof
(computed on the basis of a year of 360 days and twelve 30-day months) and shall
cease to accrete on the date on which this Senior Secured PIK Note shall have
been paid in full; provided that in the case of any prepayment or other payment
of this Senior Secured PIK Note on any date other than the last day of any
calendar month, the outstanding principal amount of this Senior Secured PIK Note
shall accrete at the rate of 9.66% per annum on a daily basis from the date of
the last day of such calendar month to the date of such prepayment.


                                    EXHIBIT 2
                          (to Note Purchase Agreement)


<PAGE>

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

        This Note is one of the 9.66% Senior Secured PIK Notes, due March 31,
2004 (the "Deferral Fee Notes") of the Company in the aggregate principal amount
of $_______ which, together with the Company's Notes and Make-Whole Notes (as
each is defined in the Note Purchase Agreements described below) are hereinafter
referred to collectively as the "Notes", are issued and outstanding pursuant to
separate Amended and Restated Note Purchase Agreements, each dated as of April
12, 2002 (as from time to time amended, the "Note Purchase Agreements"), between
the Company and the respective Purchasers named therein and is entitled to the
benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
SECTION 20 of the Note Purchase Agreements and (ii) to have made the
representation set forth in SECTION 6.2 of the Note Purchase Agreements.

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

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

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

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

        The payment of all R-__ Note Accreted Principal Amount of, premium, if
any, and interest on this Note has been unconditionally guaranteed by the
Guarantors (as defined in the Note Purchase Agreements) pursuant to the Note
Guaranty (as defined in the Note Purchase


                                     E-2-2

<PAGE>

Agreements). Reference is hereby made thereto for a statement of the rights and
benefits accorded thereby.

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

                                       WABASH NATIONAL CORPORATION

                                       By _____________________________________

                                       Title __________________________________


                                     E-2-3

<PAGE>

                            [FORM OF MAKE-WHOLE NOTE]

                           WABASH NATIONAL CORPORATION

                 SENIOR SECURED PIK GRID NOTE DUE MARCH 30, 2004


No. _________                                                             [Date]
$____________                                                PPN _______________

        FOR VALUE RECEIVED, the undersigned, WABASH NATIONAL CORPORATION (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Delaware, hereby promises to pay to ________________, or registered
assigns, the R-__ Note Accreted Principal Amount on March 31, 2004. The
outstanding principal amount of this Senior Secured PIK Grid Note shall accrete
at the rate of 9.66% per annum on a monthly basis on the last day of each
calendar month in each year commencing with the last day of the calendar month
next succeeding the date hereof (computed on the basis of a year of 360 days and
twelve 30-day months) from the date of issuance hereof and shall cease to
accrete on the date on which this Senior Secured PIK Grid Note shall have been
paid in full; provided that in the case of any prepayment or other payment of
this Senior Secured PIK Grid Note on any date other than the last day of any
calendar month, the outstanding principal amount of this Senior Secured PIK Grid
Note shall accrete at the rate of 9.66% per annum on a daily basis from the date
of the last day of such calendar month to the date of such prepayment; provided
further that upon the occurrence of an Event of Default (as defined in the Note
Purchase Agreements referred to below and until such Event of Default has been
cured or waived in writing (such period constituting a "Default Interest
Period"), the outstanding principal amount of this Senior Secured PIK Grid Note
shall accrete, to the extent permitted by law, at a rate per annum from time to
time equal to the greater of (i) 11.66% or (ii) 2% over the rate of interest
publicly announced by Morgan Guaranty Bank of New York from time to time in New
York, New York as its "base" or "prime" rate. It is understood and agreed that
any reference in this Senior Secured PIK Grid Note to the "principal amount" of
this Senior Secured PIK Grid Note shall include a reference to the R-___ Note
Accreted Principal Amount thereof whether or not specifically set forth.

        "R-__ Note Accreted Principal Amount" shall mean with reference to this
Senior Secured PIK Grid Note, as of any date of determination, the sum of (a)
the Make-Whole Amounts which shall become payable to the holder of this Note
with respect to such holder's Series A Notes, from time to time upon payment by
the Company of portions of the principal amount of such Notes pursuant to
SECTION 8.1(b) of the Note Purchase Agreements and (b) the outstanding principal
amount of this Senior Secured PIK Grid Note which shall have been accreted
thereon from the date of issuance through such date, such amount shall accrete
at the rate of 9.66% per annum on a monthly basis on the last day of each
calendar month in each year commencing with the last day of the calendar month
next succeeding the date hereof (computed on the basis of a year of 360 days and
twelve 30-day months) and shall cease to accrete on the date on which this
Senior Secured PIK Grid Note shall have been paid in full; provided that in the
case of any prepayment or other payment of this Senior Secured PIK Grid Note on
any date other than the last day of any calendar month, the outstanding
principal amount of this Senior Secured PIK


                                    EXHIBIT 3
                          (to Note Purchase Agreement)

<PAGE>

Grid Note shall accrete at the rate of 9.66% per annum on a daily basis from the
date of the last day of such calendar month to the date of such prepayment. The
amounts of the Make-Whole Amounts payable from time to time may for the
convenience of the parties be recorded by the holder hereof on the attached Grid
however the books and records of the holder shall, in the absence of manifest
error, be conclusive as to the determination of the Make-Whole Amounts evidenced
by this Note.

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

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

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

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

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

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



                                     E-3-2

<PAGE>

Notes, the rights of the holders of the Notes, the Collateral Agent (as defined
in the Note Purchase Agreements) in respect of such security and otherwise.

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

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

                                         WABASH NATIONAL CORPORATION

                                         By ___________________________________

                                         Title ________________________________


                                     E-3-3

<PAGE>

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


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



                                     E-3-4

<PAGE>

            DESCRIPTION OF CLOSING OPINION OF COUNSEL TO THE COMPANY

        The closing opinion of Baker & Daniels, counsel for the Company, which
is called for by SECTION 4.4(a) of the Note Agreements, shall be dated the
Closing Date and addressed to the Purchasers, shall be satisfactory in scope and
form to the Purchasers and shall be to the effect that:

               1. The Company is a corporation, duly incorporated, validly
        existing and in good standing under the laws of the State of Delaware,
        has the corporate power and the corporate authority to execute and
        perform the Note Documents to which it is a party and to issue the Notes
        and has the full corporate power and the corporate authority to conduct
        the activities in which it is now engaged and is duly licensed or
        qualified and is in good standing as a foreign corporation in each
        jurisdiction in which the character of the properties owned or leased by
        it or the nature of the business transacted by it makes such licensing
        or qualification necessary.

               2. Each Subsidiary is a corporation duly organized, validly
        existing and in good standing under the laws of its jurisdiction of
        incorporation and is duly licensed or qualified and is in good standing
        in each jurisdiction in which the character of the properties owned or
        leased by it or the nature of the business transacted by it makes such
        licensing or qualification necessary and all of the issued and
        outstanding shares of capital stock of each such Subsidiary have been
        duly issued, are fully paid and non-assessable and are owned by the
        Company, by one or more Subsidiaries, or by the Company and one or more
        Subsidiaries.

               3. Each Guarantor has the corporate power and the corporate
        authority to execute and perform the Note Documents to which it is a
        party.

               4. Each Note Document has been duly authorized by all necessary
        corporate action on the part of the Company and the Guarantors, has been
        duly executed and delivered by the Company and the Guarantors and
        constitutes the legal, valid and binding contract of the Company or the
        Guarantors, as the case may be enforceable in accordance with its terms,
        subject to bankruptcy, insolvency, fraudulent conveyance or similar laws
        affecting creditors' rights generally, and general principles of equity
        (regardless of whether the application of such principles is considered
        in a proceeding in equity or at law).

               5. The Notes have been duly authorized by all necessary corporate
        action on the part of the Company, have been duly executed and delivered
        by the Company and constitute the legal, valid and binding obligations
        of the Company enforceable in accordance with their terms, subject to
        bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
        creditors' rights generally, and general principles of equity
        (regardless of whether the application of such principles is considered
        in a proceeding in equity or at law).

               6. No approval, consent or withholding of objection on the part
        of, or filing, registration or qualification with, any governmental
        body, Federal, state or local, is necessary in connection with the
        execution, delivery and performance of the Note Documents or the Notes.

               7. The issuance and exchange of the Notes and the execution,
        delivery and performance by the Company and the Guarantors of the Note
        Documents do not conflict


                                 EXHIBIT 4.4(a)
                          (to Note Purchase Agreement)


<PAGE>

        with or result in any breach of any of the provisions of or constitute a
        default under or result in the creation or imposition of any Lien upon
        any of the property of the Company or the Guarantors pursuant to the
        provisions of the Certificate of Incorporation or By-laws of the Company
        and the Guarantors or any agreement or other instrument known to such
        counsel to which the Company or the Guarantors is a party or by which
        the Company or the Guarantors may be bound.

               8. The issuance, exchange and delivery of the Notes under the
        circumstances contemplated by the Note Agreements does not, under
        existing law, require the registration of the Notes under the Securities
        Act of 1933, as amended, or the qualification of an indenture under the
        Trust Indenture Act of 1939, as amended.

               9. There is no litigation pending or, to the best knowledge of
        such counsel, threatened which in such counsel's opinion could
        reasonably be expected to have a materially adverse effect on the
        Company's and the Guarantors' business or assets or which would impair
        the ability of the Company to issue and exchange the Notes or the
        ability of the Company and the Guarantors to comply with the provisions
        of the Note Documents.

        The opinion of Baker & Daniels shall cover such other matters relating
to the sale of the Notes as the Purchasers may reasonably request. With respect
to matters of fact on which such opinion is based, such counsel shall be
entitled to rely on appropriate certificates of public officials and officers of
the Company and of the Guarantors.


                                   E-4.4(a)-2


<PAGE>


                        DESCRIPTION OF CLOSING OPINION OF
                      SPECIAL LOCAL COUNSEL TO THE COMPANY

        The closing opinion of _________, special local counsel to the
Purchasers, which is called for by SECTION 4.4(b) of the Note Agreements, shall
be dated the date of Closing and addressed to the Purchasers, shall be
satisfactory in scope and form to the Purchasers and shall be to the effect
that:

               1. Assuming the Mortgages to which the Company/Guarantor is a
        party have been duly authorized by proper corporate action on the part
        of the Company/Guarantor, have been duly executed and delivered by
        authorized officers of the Company/Guarantor, the Mortgage to which the
        Company/Guarantor is a party constitute legal, valid and binding
        contracts and agreements of the Company/Guarantor enforceable in
        accordance with their respective terms, except as enforcement of such
        terms may be limited by (i) bankruptcy, insolvency or similar laws
        effecting the enforcement of creditors' rights generally, (ii) equitable
        principles of general applicability (regardless of whether such
        enforceability is considered in a preceding in equity or at law), and
        (iii) except that certain remedies provided for in the Mortgage may be
        limited by applicable law, but none of such limitations as to remedies
        will, however, in their opinion, materially interfere with the practical
        realization of the security provided by the Mortgage.

               2. No approval, consent or withholding of objection on the part
        of, or filing, registration or qualification with, any [INSERT STATE]
        governmental body, state or local, is necessary in connection with the
        execution, delivery and performance by the Company/Guarantor of the
        Notes or the Mortgage.

               3. Each Mortgage and financing statements or similar notices
        thereof have been recorded and filed for record in all public offices
        wherein such filing or recordation is necessary to perfect the lien
        thereof against creditors of and purchasers from the Company/Guarantor.

               4. When each Mortgage has been recorded in the real estate
        records in the County in which the property is located and when UCC-1
        financing statements in a form provided by the applicable state law have
        been filed with the office of the Secretary of State of [INSERT STATE]
        and in the real estate records in the county in which the property is
        located, such Mortgage (or financing statements with respect thereto)
        shall have been recorded or filed in all public offices wherein such
        filing or recordation is necessary to perfect the lien or security
        interest thereof as against creditors of and purchasers from the
        Company/Guarantor. Except for the necessity of filing continuation
        statements with respect to such financing statements prior to five years
        from the date of filing thereof and prior to each fifth year thereafter,
        no further filings or recordings are necessary to create or perfect the
        liens and security interests granted under such documents. The opinion
        of is limited to the laws of the State of [INSERT STATE] and the Federal
        laws of the United States.

        With respect to matters of fact upon which such opinion is based,
_______________ may rely on appropriate certificates of public officials and
officers of the Company/Guarantor.



                                 EXHIBIT 4.4(b)
                          (to Note Purchase Agreement)


<PAGE>



       DESCRIPTION OF CLOSING OPINION FOR COUNSEL FOR THE COLLATERAL AGENT

        The closing opinion of the counsel of the Collateral Agent called for by
SECTION 4.4(c) of the Note Agreements, shall be dated the date of Closing and
addressed to the Purchasers, shall be satisfactory in form and substance to the
Purchasers and shall be to the effect that:

               1. The Collateral Agent is a cooperation banking association
        validly existing under the laws of the United States and is duly
        qualified to act as Collateral Agent under the Intercreditor Agreement.

               2. The Collateral Agent has the requisite power and authority to
        execute, deliver and perform its respective obligations under the
        Intercreditor Agreement and has taken all necessary action to authorize
        the execution, delivery and performance by it of each of the said
        agreements or instruments.

               3. The Intercreditor Agreement has been duly authorized, executed
        and delivered by the Collateral Agent and constitutes the legal, valid
        and binding contract of the Collateral Agent enforceable against the
        Collateral Agent in accordance with its terms, subject to bankruptcy,
        insolvency, fraudulent conveyance and similar laws affecting creditors'
        rights generally, and general principles of equity (regardless of
        whether the application of such principles is considered in a proceeding
        in equity or at law).

               4. No authorization, consent, approval, license, exemption of or
        filing or registration with any court or governmental department,
        commission, board, bureau, agency or instrumentality by the Collateral
        Agent or any affiliate thereof is necessary to the valid execution,
        delivery or performance of the Intercreditor Agreement.

        The opinion of the counsel of the Collateral Agent shall cover such
other matters relating to the transactions contemplated by the Note Agreements
as the Purchasers may reasonably request. With respect to matters of fact on
which such opinion is based, such counsel shall be entitled to rely on
appropriate certificates of public officials and other officers of the parties
involved in the transaction.



                                 EXHIBIT 4.4(c)
                          (to Note Purchase Agreement)