<PAGE>   1
                                                                   EXHIBIT 10.33

                                                                  EXECUTION COPY



                           AMENDMENT NO. 4 AND WAIVER
                                       to
                           SECOND AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 4 AND WAIVER is entered into as of March 30, 2001 by
and among HEAFNER TIRE GROUP, INC., a Delaware corporation, WINSTON TIRE
COMPANY, a California corporation, THE SPEED MERCHANT, INC., a California
corporation, CALIFORNIA TIRE COMPANY, a California corporation (the
"Borrowers"), the financial institutions party from time to time to the Loan
Agreement (as hereinafter defined) (the "Lenders"), and FLEET CAPITAL
CORPORATION, a Rhode Island corporation, as administrative agent (the
"Administrative Agent") for the Lenders.

                              Preliminary Statement

         The Borrowers, the Lenders and the Administrative Agent are parties to
the Second Amended and Restated Loan and Security Agreement dated as of March 6,
2000, as amended by Amendment No. 1 dated as of July 20, 2000, Amendment No. 2
dated as of February 2, 2001 and Amendment No. 3 dated as of February 14, 2001
(the "Loan Agreement"; terms defined therein, unless otherwise defined herein,
being used herein as therein defined).

         The Borrowers are in default of certain financial covenants set forth
in the Loan Agreement as a result of which the Lenders are entitled to exercise
their remedies under the Loan Agreement (the "Existing Defaults"). The Borrowers
have requested that the Lenders waive the Existing Defaults and amend the Loan
Agreement as hereinafter set forth and the Lenders have agreed to grant such
waivers and so to amend the Loan Agreement, upon and subject to the terms and
conditions of this Amendment.

                             Statement of Agreement

         NOW, THEREFORE, in consideration of the Loan Agreement, the Loans
outstanding thereunder, the mutual covenants set forth therein and herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

         Section 1. Amendment to Loan Agreement. Subject to the provisions of
SECTION 3, the Loan Agreement is hereby amended by:


<PAGE>   2

         (a) amending Section 1.1 Definitions by deleting therefrom the
definitions "Applicable Margin", "Borrowing Base", "EBIT", " EBITDA" and
"Revolving Credit Facility" and substituting therefor the following respective
definitions:

                  "Applicable Margin" from and after the Amendment No. 4
         Effective Date means as to each Type of Loan, the Tier I rate per annum
         set forth under the appropriate caption on the pricing matrix attached
         hereto as ANNEX B, subject to quarterly adjustment as follows: From and
         after delivery of the consolidated quarterly financial statements of
         Heafner and its Consolidated Subsidiaries for the Fiscal Quarter ending
         on or about June 30, 2001 and each Fiscal Quarter ending thereafter and
         the related officer's certificate in accordance with the respective
         provisions of SECTIONS 10.1(B) and 10.3, the foregoing percentages will
         be adjusted, PROVIDED that no Default or Event of Default has occurred
         and is continuing, effective the first day of the calendar month that
         begins at least 10 days after delivery of such financial statements for
         such Fiscal Quarter or any succeeding Fiscal Quarter, to the
         percentages set forth in ANNEX B that correspond to the Leverage Ratio
         reflected in such financial statements and the related certificate.

                  "Borrowing Base" means at any time an amount equal to the
         lesser of:

                  (a)      the aggregate Commitments, MINUS the sum of

                           (i)      the Letter of Credit Reserve, PLUS

                           (ii)     the Rent Reserve, PLUS

                           (iii)    any Additional Reserves, and

                  (b)      an amount equal to

                           (i) 85% (or such lesser percentage as the
                  Administrative Agent may in its reasonable credit judgment
                  determine from time to time) of the face value of Eligible
                  Receivables due and owing at such time, PLUS

                           (ii) the lesser of

                                    (A) 65% (or such lesser percentage as the
                  Administrative Agent may in its reasonable credit judgment
                  determine from time to time) of the lesser of cost determined
                  on a FIFO (or first-in-first-out) accounting basis and fair
                  market value of Eligible Inventory consisting of tires, at
                  such time, and

                                    (B) $100,000,000, PLUS

                           (iii) the lesser of

                                    (A) 50% (or such lesser percentage as the
                  Administrative Agent may in its reasonable credit judgment
                  determine from time to time) of the lesser



                                       2
<PAGE>   3

                  of cost determined on a FIFO (or first-in-first-out)
                  accounting basis and fair market value of Eligible Inventory
                  other than tires, at such time, and

                                    (B) $40,000,000, MINUS

                           (iv) the sum of

                                    (A) the Letter of Credit Reserve, PLUS

                                    (B) the Rent Reserve, PLUS

                                    (C) the Dilution Reserve, PLUS

                                    (D) the Minimum Availability Reserve, PLUS

                                    (E) any Additional Reserves.

                  "EBIT" for any specified accounting period for a specified
         Person, means Net Income of such Person(s) for such period before
         provision for net interest expense and income taxes PLUS, in the case
         of EBIT of Heafner, up to $3,500,000 in non-recurring charges related
         to what is commonly referred to by the Borrowers as the "Riggs
         Settlement" deducted in computing Net Income of Heafner for such
         specified period.

                  "EBITDA" for any specified accounting period for a specified
         Person means EBIT for such period for such Person PLUS depreciation and
         amortization expense deducted in computing such EBIT.

                  "Revolving Credit Facility" means the credit facility
         providing for Revolving Credit Loans based upon the Borrowing Base and
         described in SECTION 2.1 up to an aggregate principal amount at any one
         time outstanding not to exceed $180,000,000 or such lesser or greater
         amount as shall be agreed upon from time to time in writing by the
         Administrative Agent, the Syndication Agent, the Documentation Agent,
         the Lenders and the Borrowers.

         (b) amending Section 1.1 Definitions by adding the following
definitions thereto in the appropriate alphabetical order:

                  "Amendment No. 4" means the Amendment No. 4 and Waiver to the
         Second Amended and Restated Loan and Security Agreement between the
         Borrowers, the Lenders and the Administrative Agent dated as of March
         30, 2001.

                  "Amendment No. 4 Effective Date" means the date on which
         Amendment No. 4 shall have become effective in accordance with its
         terms.



                                       3
<PAGE>   4

                  "EBITDA - Heafner Group" means for any specified accounting
         period, EBITDA of Heafner and its Consolidated Subsidiaries other than
         Winston on a consolidated basis for such period, as reported in
         accordance with GAAP.

                  "EBITDA - Winston" means for each of the four Fiscal Quarters
         of Fiscal Year 2000 (i) ($657,000), (ii) ($3,251,000), (iii)
         ($3,842,000) and (iv) ($13,009,000), respectively, and for any
         specified accounting period ending after the last day of Fiscal Year
         2000, EBITDA of Winston for such period, as reported pursuant to
         SECTION 10.1(C).

                  "Leverage Ratio" means as of any specified date, the ratio of
         (a) total Debt of Heafner and its Consolidated Subsidiaries on a
         consolidated basis as of such date to (b) the sum of (i) EBITDA -
         Heafer, plus (ii) EBITDA - Winston for the period of four consecutive
         Fiscal Quarters ended on or most recently before such date; PROVIDED,
         HOWEVER, that from and after the earlier of the date on which (x)
         Heafner no longer owns, directly or indirectly, any shares of the
         capital stock of Winston or (y) a balance sheet of Winston prepared on
         a basis consistent with the financial statements prepared and submitted
         pursuant to SECTION 10.1(C) would reflect no assets or liabilities,
         EBITDA - Winston shall not be included in the calculation of the
         Leverage Ratio.

                  "Minimum Availability Reserve" means $15,000,000 or such
         greater amount as the Administrative Agent may in its reasonable credit
         judgment determine from time to time.

                  "Series C Preferred Stock Purchase Agreement" means the Share
         Purchase Agreement dated as of March 30, 2001 among Heafner,
         Charlesbank Equity Fund IV, Limited Partnership, and The 1818 Mezzanine
         Fund, L.P., as in effect on the Amendment No. 4 Effective Date and as
         amended after the Amendment No. 4 Effective Date in accordance with the
         terms of this Agreement.

         (c) amending Section 4.6(b) Termination of Agreement by amending
subpart (iv) thereof by substituting the phrase "the earlier of March 30, 2001
and the Amendment No. 4 Effective Date" for the phrase "the Effective Date" the
three times it appears therein;

         (d) amending Section 8.12(c) Cash Receipts and Disbursements Forecasts;
Borrowing Base Certificate in its entirety to read as follows:

                  (c) Cash and Collateral Reporting. The Borrowers shall deliver
         to the Administrative Agent (i) not less frequently than weekly the
         forecasted cash receipts and disbursements, in form and substance
         satisfactory to the Administrative Agent, of Heafner and its
         Subsidiaries, on a consolidated basis, for the succeeding 13 weeks,
         (ii) not later than Wednesday of each week, a Borrowing Base
         Certificate prepared as of the close of business on the preceding
         Friday, (iii) not less frequently than weekly, as requested by the
         Administrative Agent, a weekly summary accounts payable aging, and



                                       4
<PAGE>   5

         (iv) on the 20th day of each calendar month, a Borrowing Base
         Certificate prepared as of the last Business Day of the preceding
         Fiscal Month.

         (e) amending Section 10.1 Financial Statements by redesignating
subsection (c) as subsection (d) and inserting therein immediately following
subsection (b) a new subsection (c) to read as follows:

                  (c) Winston Financial Statements. As soon as available after
         the end of each Fiscal Month, but in any event within 30 days after the
         end of each Fiscal Month (or 45 days after the end of any Fiscal Month
         that is the last Fiscal Month of a Fiscal Quarter), copies of the
         unaudited balance sheet of Winston as at the end of such Fiscal Month
         and the related unaudited statements of operations and cash flows for
         Winston for such Fiscal Month and for the portion of the Fiscal Year
         through such Fiscal Month, certified by a Financial Officer as
         presenting fairly the financial condition and results of Winston to the
         maximum extent possible as if it were a continuing operation (subject
         to audit adjustments) for the applicable period(s);

         (f) amending Section 10.3 Officer's Certificate by amending subsection
(a) thereof in its entirety to read as follows:

                  (a) setting forth as at the end of such Fiscal Quarter or
         Fiscal Year, as the case may be, the calculations required to establish
         whether or not the Borrowers were in compliance with the requirements
         of SECTIONS 11.1, 11.2 and 11.5 as at the end of each respective period
         and the calculations necessary to determine the Leverage Ratio as at
         the end of each respective period, and

         (g) amending Section 11.1 Financial Covenants in its entirety to read
as follows:

                  SECTION 11.1 Financial Covenants.

                  (a) Minimum EBITDA. Permit EBITDA - Heafner Group or EBITDA -
         Winston, for any period specified on SCHEDULE 11.1(A) attached hereto,
         to be less (or more negative) than the amount set forth opposite such
         period on SCHEDULE 11.1(A).

                  (b) Minimum Fixed Charge Coverage. Permit the ratio of (i) the
         sum of EBITDA - Heafner Group, plus EBITDA - Winston, plus, during the
         period from the Amendment No. 4 Effective Date through the last day of
         the first Fiscal Quarter of Fiscal Year 2002, $12,000,000 (attributable
         to the amount of equity contributed in cash to Heafner on or
         immediately prior to the Amendment No. 4 Effective Date), minus cash
         taxes paid, minus Capital Expenditures (other than Financed Capex) to
         (ii) the sum of interest expense, plus scheduled principal payments on
         Debt (other than the Loans), in each case for Heafner and its
         Consolidated Subsidiaries (and Winston, to the extent not otherwise
         included therein) on a consolidated basis, for any period specified on
         SCHEDULE



                                       5
<PAGE>   6

         11.1(B) attached hereto, to be less than the ratio set forth opposite
         such period on SCHEDULE 11.1(B).

                  (c) Minimum Tangible Capital Funds. At any time during any
         Fiscal Month specified on SCHEDULE 11.1(C) attached hereto, permit the
         sum of Net Worth (including, without duplication, any amount of equity
         contributed in cash to Heafner from time to time on or after the
         Amendment No. 4 Effective Date, but excluding the effect of any gain or
         loss recognized by Heafner in connection with the disposition of
         Winston, and excluding up to $3,379,000 attributable to an adjustment
         to deferred taxes of Heafner resulting in a negative adjustment to Net
         Worth effective December 30, 2000), plus the outstanding principal
         amount of the Senior Notes, minus the aggregate net book value of all
         intangible assets, to be less than the amount set forth opposite such
         Fiscal Month.

         (h) amending Section 11.4 Acquisitions in its entirety to read as
follows:

                  SECTION 11.4 Acquisitions. Acquire, after the Amendment No. 4
         Effective Date, any Business Unit or Investment or, after the Amendment
         No. 4 Effective Date, maintain any Investment other than Permitted
         Investments.

         (i) amending Section 11.5 Capital Expenditures in its entirety to read
as follows:

                  SECTION 11.5 Capital Expenditures. Make or incur any Capital
         Expenditures (excluding Financed Capex) in the aggregate in excess of
         (i) $6,750,000 for Fiscal Year 2001 and (ii) $12,000,000 for any Fiscal
         Year thereafter, PROVIDED that any amount of such allowance not used in
         a Fiscal Year may be carried forward, but only to the succeeding Fiscal
         Year.

         (j) amending Section 11.11 Amendments of Other Agreements by
redesignating clause (iii) thereof as clause (iv) and inserting a new clause
(iii) immediately following clause (ii) thereof to read as follows:

                  (iii) the Series C Preferred Stock Purchase Agreement

         (k) amending Section 15.9(b)(iii) in its entirety to read as follows:

                  (iii) except to the extent expressly provided in SECTIONS 4.7
         and 14.1, no amendment shall be made to the definition of any of the
         following terms, "Applicable Margin", "Borrowing Base" (except as
         otherwise expressly contemplated hereunder) and the defined terms used
         in such definition, EXCEPT that the Required Lenders may reduce the
         Minimum Availability Reserve to an amount less than $15,000,000,
         "Eligible Assignee", "Proportionate Share", "Ratable", "Ratable Share",
         "Commitment Percentage", "Secured Obligations", or "Commitment";

         (l) amending Section 15.2(a)(iv) by deleting therefrom the phrase "two
times per year" and substituting therefor the phrase "three times per year";



                                       6
<PAGE>   7

         (m) further amending the Loan Agreement by deleting Annex A -
Commitments and Annex B - Pricing Matrix and substituting therefor a new Annex A
- Commitments and a new Annex B - Pricing Matrix in the forms attached hereto as
ANNEX 1 and ANNEX 2, respectively, and adding thereto new Schedules 11.1(a),
11.1(b) and 11.1(c) in the respective forms attached hereto as ANNEXES 3, 4 and
5.

         Section 2. Waiver. Effective in accordance with SECTION 3 hereof, the
Lenders hereby waive compliance and the effects of noncompliance by the
Borrowers with (a) the provisions of Section 11.1(a) (Minimum Net Worth) and
Section 11.1(c) (Minimum Interest Coverage Ratio) of the Loan Agreement as of
and for the Fiscal Year ended December 30, 2000 and (b) the provisions of
Section 9.4 (Conduct of Business) to the extent that classifying the operations
of Winston as "discontinued" would otherwise result in a violation thereof.

         Section 3. Effectiveness of Amendment. The provisions of SECTIONS 1 and
2 of this Amendment shall become effective as of the date hereof on the date
(the "Amendment Effective Date") on which the Administrative Agent shall have
received (1) an amendment fee in the amount of $450,000 for the Ratable account
of the Lenders and (2) the following documents, each of which shall be
satisfactory in form and substance to the Administrative Agent and in sufficient
copies for each Lender:

         (a) at least seven copies of this Amendment duly executed by the
Borrowers, the Subsidiary Guarantors and the Lenders;

         (b) a certificate of the president or chief financial officer of
Heafner stating that, to the best of his knowledge and based on an examination
sufficient to enable him to make an informed statement, after giving effect to
the Amendment,

                  (i) all of the representations and warranties made or deemed
                  to be made under the Loan Agreement are true and correct in
                  all material respects on and as of the Amendment Effective
                  Date, and

                  (ii) no Default or Event of Default exists;

and the Administrative Agent shall be satisfied as to the truth and accuracy
thereof;

         (c) evidence satisfactory to it that the Investors (as defined in the
Series C Preferred Stock Purchase Agreement) have made or committed to make an
additional cash equity contribution to Heafner in an aggregate amount not less
than $12,000,000 on terms and conditions satisfactory to the Administrative
Agent and the Lenders in their reasonable discretion;

         (d) an appraisal of all Inventory of the Loan Parties performed by
Hilco Appraisal Services, LLC, or another qualified independent appraiser
acceptable to the Administrative Agent, in form and substance satisfactory to
the Administrative Agent;



                                       7
<PAGE>   8

         (e) evidence satisfactory to the Administrative Agent that, effective
as of the last day of Fiscal Year 2000, the net assets of Winston shall appear
on the consolidated balance sheet of Heafner and its Consolidated Subsidiaries
as "held for sale" and the business of Winston shall be accounted for as a
discontinued operation; and

         (f) such other documents and instruments as the Administrative Agent
may reasonably request.

         Section 4. Additional Event of Default. The failure by the Investors
(as defined in the Series C Preferred Stock Purchase Agreement) to satisfy
timely their respective commitments to make additional cash equity contributions
to Heafner in an aggregate amount not less than $12,000,000, in each case upon
the terms set forth in the Series C Preferred Stock Purchase Agreement, shall,
at the option of the Required Lenders, constitute an Event of Default under the
Loan Agreement.

         Section 5. Representations and Warranties. Each Borrower hereby makes
the following representations and warranties to the Administrative Agent and the
Lenders, which representations and warranties shall survive the delivery of this
Amendment and the making of additional Loans under the Loan Agreement as amended
hereby:

         (a) Authorization of Agreements. Each Borrower has the right and power,
and has taken all necessary action to authorize it, to execute, deliver and
perform this Amendment and each other agreement contemplated hereby to which it
is a party in accordance with their respective terms. This Amendment and each
other agreement contemplated hereby to which it is a party has been duly
executed and delivered by the duly authorized officers of such Borrower and each
is, or each when executed and delivered in accordance with this Amendment will
be, a legal, valid and binding obligation of such Borrower, enforceable in
accordance with its terms.

         (b) Compliance of Agreements with Laws. The execution, delivery and
performance of this Amendment and each other agreement contemplated hereby to
which such Borrower is a party in accordance with their respective terms do not
and will not, by the passage of time, the giving of notice or otherwise,

                  (i) require any Governmental Approval or violate any
         Applicable Law relating to such Borrower or any of its Subsidiaries,

                  (ii) conflict with, result in a breach of or constitute a
         default under the articles or certificate of incorporation or by-laws
         or any shareholders' agreement of such Borrower or any of its
         Subsidiaries, any material provisions of any indenture, agreement or
         other instrument to which such Borrower, any of its Subsidiaries or any
         of such Borrower's or such Subsidiaries' property may be bound or any
         Governmental Approval relating to such Borrower or any of its
         Subsidiaries, or



                                       8
<PAGE>   9

                  (iii) result in or require the creation or imposition of any
         Lien upon or with respect to any property now owned or hereafter
         acquired by such Borrower other than the Security Interest.

         Section 6. Effect of Amendment. From and after the Amendment Effective
Date, all references in the Loan Agreement and in any other Loan Document to
"this Agreement," "the Loan Agreement," "hereunder," "hereof" and words of like
import referring to the Loan Agreement, shall mean and be references to the Loan
Agreement as amended by this Amendment. Except as expressly amended hereby, the
Loan Agreement and all terms, conditions and provisions thereof remain in full
force and effect and are hereby ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Administrative
Agent and the Lenders under any of the Loan Documents, nor constitute a waiver
of any provision of any of the Loan Documents.

         Section 7. Counterpart Execution; Governing Law.

         (a) Execution in Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed signature page of any party hereto by facsimile
transmission shall be as effective as delivery of a manually delivered
counterpart thereof.

         (b) Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
conflicts of law principles thereof.



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<PAGE>   10

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


                                               BORROWERS:

                                               HEAFNER TIRE GROUP, INC.

[CORPORATE SEAL]

Attest:                                        By: /s/ Richard P. Johnson
                                                   ----------------------------
                                                   Name: Richard P. Johnson
                                                         ----------------------
/s/ J. Michael Gaither                             Title: President & CEO
----------------------                                    ---------------------
[Assistant] Secretary


                                               WINSTON TIRE COMPANY

[CORPORATE SEAL]

Attest:                                        By: /s/ Richard P. Johnson
                                                   ----------------------------
                                                   Name: Richard P. Johnson
/s/ J. Michael Gaither                                   ----------------------
----------------------                             Title: Chairman
[Assistant] Secretary                                     ---------------------

                                               By: /s/ David H. Taylor
                                                   ----------------------------
                                                   Name: David H. Taylor
                                                         ----------------------
                                                   Title: Vice President
                                                          ----------------------


                                       10
<PAGE>   11


                                               THE SPEED MERCHANT, INC.

[CORPORATE SEAL]

Attest:                                        By: /s/ Richard P. Johnson
                                                   ----------------------------
                                                   Name: Richard P. Johnson
/s/ J. Michael Gaither                                   ----------------------
----------------------                             Title: Chairman
[Assistant] Secretary                                     ---------------------

                                               By: /s/ David H. Taylor
                                                   ----------------------------
                                                   Name: David H. Taylor
                                                         ----------------------
                                                   Title: Vice President
                                                          ----------------------


                                               CALIFORNIA TIRE COMPANY

[CORPORATE SEAL]

Attest:                                        By: /s/ Richard P. Johnson
                                                   ----------------------------
                                                   Name: Richard P. Johnson
/s/ J. Michael Gaither                                   ----------------------
----------------------                             Title: Chairman
[Assistant] Secretary                                     ---------------------

                                               By: /s/ David H. Taylor
                                                   ----------------------------
                                                   Name: David H. Taylor
                                                         ----------------------
                                                   Title: Vice President
                                                          ----------------------



                                       11
<PAGE>   12



                                          FLEET CAPITAL CORPORATION, as
                                          Administrative Agent and as a Lender

                                          By: /s/ Stephen Y. McGehee
                                              ---------------------------------
                                              Stephen Y. McGehee
                                              ---------------------------------
                                              Senior Vice President
                                              ---------------------------------


                                          BANK OF AMERICA, N.A., as Syndication
                                          Agent and as a Lender

                                          By: /s/ ???????????????
                                              ---------------------------------
                                              Name:
                                                    ---------------------------
                                              Title:
                                                    ---------------------------


                                          FIRST UNION NATIONAL BANK, as
                                          Documentation Agent and as a Lender

                                          By: /s/ John T. Trainor
                                              ---------------------------------
                                              Name: John T. Trainor
                                                    ---------------------------
                                              Title: Vice President
                                                    ---------------------------


                                          MELLON BANK, N.A., as a Lender

                                          By: /s/ Roger D. ??????
                                              ---------------------------------
                                              Name: Roger D. ??????
                                                    ---------------------------
                                              Title: V.P.
                                                    ---------------------------


                                          PNC BANK, NATIONAL ASSOCIATION, as a
                                          Lender

                                          By: /s/ John W. Speiser
                                              ---------------------------------
                                              Name: John W. Speiser
                                                    ---------------------------
                                              Title: Vice President
                                                    ---------------------------



                                       12
<PAGE>   13


                                              GUARANTORS:

                                              Acknowledged and consented to this
                                              3rd day of April 2001:

                                              T.O. HAAS TIRE COMPANY, INC.

                                              By: /s/ J. Michael Gaither
                                                  -----------------------------
                                                  Name: J. Michael Gaither
                                                        -----------------------
                                                  Title: Vice President
                                                         ----------------------

                                              T.O. HAAS HOLDING CO., INC.

                                              By: /s/ J. Michael Gaither
                                                  -----------------------------
                                                  Name: J. Michael Gaither
                                                        -----------------------
                                                  Title: Vice President
                                                         ----------------------

                                              HAAS INVESTMENT COMPANY

                                              By: /s/ J. Michael Gaither
                                                  -----------------------------
                                                  Name: J. Michael Gaither
                                                        -----------------------
                                                  Title: Vice President
                                                         ----------------------



                                       13
<PAGE>   14


                                     ANNEX 1

                                   COMMITMENTS

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

                      LENDER                COMMITMENT         COMMITMENT (IN $)
                                            PERCENTAGE
--------------------------------------------------------------------------------

Fleet Capital Corporation                     32.50%               58,500,000
--------------------------------------------------------------------------------

First Union National Bank                     22.50%               40,500,000
--------------------------------------------------------------------------------

Bank of America, N.A.                         22.50%               40,500,000
--------------------------------------------------------------------------------

Mellon Bank, N.A.                             11.25%               20,250,000
--------------------------------------------------------------------------------

PNC Bank, National Association                11.25%               20,250,000
================================================================================

                      TOTAL                    100%               180,000,000

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


                                       14
<PAGE>   15


                                     ANNEX 2

                                 PRICING MATRIX


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
         Tier                  LEVERAGE           EURODOLLAR RATE           BASE RATE          UNUSED COMMITMENT
                                 RATIO                 LOANS                  LOANS                   FEE
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                      <C>                       <C>                <C>

Tier I                   > 5.50 to 1                    3.25%                 2.00%                  0.500%
                         -
--------------------------------------------------------------------------------------------------------------------
                         > 5.00 to 1 and
                         -
Tier II                  < 5.50 to 1                    3.00%                 1.75%                  0.500%
--------------------------------------------------------------------------------------------------------------------
                         > 4.50 to 1 and
                         -
Tier III                 < 5.00 to 1                    2.75%                 1.50%                  0.500%
--------------------------------------------------------------------------------------------------------------------
                         > 4.00 to 1 and
                         -
Tier IV                  <  4.50 to 1                   2.50%                 1.25%                  0.375%
--------------------------------------------------------------------------------------------------------------------
                         > 3.50 to 1 and
                         -
Tier V                   < 4.00 to 1                    2.00%                 0.75%                  0.375%
--------------------------------------------------------------------------------------------------------------------

Tier VI                  < 3.50 to 1                    1.75%                 0.50%                  0.375%
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       15
<PAGE>   16

                                     ANNEX 3

                                SCHEDULE 11.1(a)

                             EBITDA - Heafner Group

The period of four consecutive
Fiscal Quarters ending with:                             EBITDA - Heafner Group
------------------------------                           ----------------------

The last day of the first Fiscal Quarter
of Fiscal Year 2001                                            $37,000,000

The last day of the second Fiscal Quarter
of Fiscal Year 2001                                            $37,000,000

The last day of the third Fiscal Quarter
of Fiscal Year 2001                                            $34,000,000

The last day of the fourth Fiscal Quarter
of Fiscal Year 2001                                            $35,000,000

The last day of the first Fiscal Quarter
of Fiscal Year 2002                                            $36,000,000

The last day of the second Fiscal Quarter
of Fiscal Year 2002                                            $37,500,000

The last day of the third Fiscal Quarter
of Fiscal Year 2002                                            $39,500,000

The last day of the fourth Fiscal Quarter of
Fiscal Year 2002 and the last day of each                      $41,000,000
Fiscal Quarter ending thereafter


                                       16
<PAGE>   17


                            Minimum EBITDA - Winston


Period                                                   EBITDA - Winston
------                                                   ----------------

The first and second Fiscal Quarters of
Fiscal Year 2001                                            ($8,000,000)

The first, second and third Fiscal Quarters
of Fiscal Year 2001                                         ($8,000,000)

The period of four consecutive Fiscal
Quarters ending on the last day of Fiscal Year 2001         ($8,000,000)

The period of four consecutive Fiscal Quarters
ending on the last day of the first Fiscal Quarter
of Fiscal Year 2002                                         ($3,400,000)

The period of four consecutive Fiscal Quarters
ending on the last day of the second Fiscal Quarter           ($300,000)
of Fiscal Year 2002

Each period of four consecutive Fiscal Quarters
ending thereafter                                                     $0



                                       17
<PAGE>   18

                                     ANNEX 4

                                SCHEDULE 11.1(b)

         Period                                               Ratio
         ------                                               -----

The second Fiscal Quarter of Fiscal
Year 2001                                                     1.70 to 1

The second and third Fiscal Quarters
of Fiscal Year 2001                                           1.60 to 1

The second, third and fourth Fiscal
Quarters of Fiscal Year 2001                                  1.50 to 1

The period of four consecutive Fiscal
Quarters ending on the last day of the
first Fiscal Quarter of Fiscal Year 2002                      1.20 to 1

The periods of four consecutive Fiscal
Quarters ending on the last day of the
second and third Fiscal Quarters of Fiscal                    1.00 to 1
Year 2002

The periods of four consecutive Fiscal
Quarters ending on the last day of the
fourth Fiscal Quarter of Fiscal Year 2002                     1.10 to 1
and the last day of each Fiscal Quarter
ending thereafter


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<PAGE>   19

                                     ANNEX 5

                                SCHEDULE 11.1(c)


During the Fiscal Month                       Tangible Capital Funds
-----------------------                       ----------------------

April, 2001                                       $28,000,000
May, 2001                                         $28,000,000
June, 2001                                        $30,000,000
July, 2001                                        $30,000,000
August, 2001                                      $30,000,000
September, 2001                                   $34,000,000
October, 2001                                     $34,000,000
November, 2001                                    $34,000,000
December, 2001                                    $34,000,000
January, 2002                                     $34,000,000
February, 2002                                    $34,000,000
March, 2002                                       $34,000,000
April, 2002                                       $35,000,000
May, 2002                                         $35,000,000
June, 2002                                        $37,000,000
July, 2002                                        $37,000,000
August, 2002                                      $37,000,000
September, 2002                                   $40,000,000
October, 2002                                     $40,000,000
November, 2002                                    $40,000,000
December, 2002                                    $40,000,000

Each Fiscal Month thereafter                      $40,000,000, as increased by
                                                  $2,000,000 on the last day of
                                                  the Fiscal Months of
                                                  June and December of each
                                                  Fiscal Year commencing on
                                                  the last day of the Fiscal
                                                  Month of June, 2003



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