<PAGE>   1
                                                                   EXHIBIT 10.35



                                 THIRD AMENDMENT
                                       TO
                      REVOLVING LOAN AND SECURITY AGREEMENT


         THIS THIRD AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT (this
"Amendment") dated as of March 31, 2001 between FIRSTAR BANK, N.A., a national
banking association and formerly known as Firstar Bank Milwaukee, N.A.
("Lender"), and FEATHERLITE, INC., a Minnesota corporation ("Debtor"), is as
follows:

                             PRELIMINARY STATEMENTS

         A. Lender and Debtor are parties to a Revolving Loan and Security
Agreement dated September 24, 1998, as amended by a letter agreement dated
February 8, 1999 and by a letter agreement dated January 5, 2000 (as amended,
the "Loan Agreement"). Capitalized terms which are used, but not defined, in
this Amendment will have the meanings given to them in the Loan Agreement.

         B. Debtor has requested Lender (i) to waive existing defaults of the
Minimum EBITDA, Minimum Fixed Charge Coverage Ratio, Capital Expenditures, and
Debt to Tangible Net Worth financial covenants set forth in Section 12 of the
Loan Agreement for the periods ending in, and as of, the fiscal year ended
December 31, 2000 (the "Existing Defaults"), (ii) to amend certain financial
covenants for periods ending during the fiscal year ending December 31, 2001,
and (iii) to increase until May 31, 2001 the amount of availability under the
Line of Credit, in the form of Special Advance Availability (as defined in this
Amendment), to be added to the Collateral-Obligation Ratio set forth in
subsections (a) and (b) of Section 3 of the Loan Agreement.

         C. In consideration of the increase in the rate of interest payable on
the Obligations, the fee payable to Lender, and the other terms and conditions
provided in this Amendment, Lender is willing to waive the Existing Defaults and
to so amend the Loan Agreement, all as contemplated by the terms, and subject to
the conditions, of this Amendment.

                             Statement of Amendment

         In consideration of the mutual covenants and agreements set forth in
this Amendment, and for other good and valuable consideration, Lender and Debtor
hereby agree as follows:

1.       Amendments to Loan Documents. Subject to the satisfaction of the
conditions of this Amendment, the Loan Agreement is hereby amended as follows:
<PAGE>   2



         1.1 The first sentence of Section 3. COLLATERAL-OBLIGATION RATIO is
hereby amended in its entirety by substituting in its stead the following:

         Without Lender's prior written consent, Debtor shall not permit
         advances (including, without limitation, accrued interest, expenses,
         fees and reserves) against Qualified Accounts and Qualified Inventory
         at any time outstanding to exceed the lesser of $25,000,000 or an
         amount equal to the sum of:

         (a)      up to 85% of the amount owing on Qualified Accounts (minus
                  payments on Qualified Accounts which are in the process of
                  collection by Lender); plus

         (b)      up to the lesser of $21,000,000 or the following percentages
                  of Qualified Inventory at cost or wholesale market value,
                  whichever is lower, as reflected below:

<TABLE>
<CAPTION>
                -----------------------------------------------------------------------------------------------
                      TYPE OF                 FEATHERLITE MANUFACTURING       VANTARE DIVISION          VOGE
                QUALIFIED INVENTORY                    DIVISION                                        DIVISION
                -----------------------------------------------------------------------------------------------
                <S>                           <C>                             <C>                      <C>
                   Raw Materials                         70%                        70%                  70%

                  Work-In-Process                        70%                        70%                  70%
                   Sub-Assembly

                  Finished Goods                         70%                         0%                  0%
                -----------------------------------------------------------------------------------------------
</TABLE>

                  plus

         (c)      the Special Advance Availability, as defined, and to the
                  extent and in the manner provided for, in subsection (h) of
                  Section 12.

         1.2 The third sentence in Section 1. LOANS AND SECURITY INTEREST,
subsection (a) LOANS AND INTEREST RATE, being a description of the applicable
interest rate charged by Lender, is hereby amended in its entirety by
substituting in its stead the following:

         The interest rate hereunder shall be computed at an annual rate equal
         to the rate announced from time to time by Lender as its "prime rate",
         which may or may not be the best rate available at Lender.

         1.3 The following is added to the end of subsection (b) of Section 4,
CREDIT FOR COLLECTIONS, to provide in its entirety as follows:

         For the purpose of determining availability under the Line of
         Credit, all Collections will reduce the outstanding principal
         balance of Qualified Accounts on the business day on which
         Lender's Structured Capital Division receives notice of the
         deposit of such Collections into the Special Account.



                                      -2-
<PAGE>   3


         1.4 The third sentence of Section 7. OTHER LOAN PROVISIONS, subsection
(a) PARTICIPATIONS, PARTICIPANT INTEREST RATE, is hereby amended in its entirety
by substituting in its stead the following:

         The annual rate of interest charged to Debtor on any advances
         subject to participation shall be the rate announced from time
         to time by Lender as its "prime rate."

         1.5 Subsections (c), (d), (e) and (f) of Section 12 are hereby amended
in their entirety by substituting in their stead the following:

         (c)      CAPITAL EXPENDITURES. Debtor shall not make Capital
                  Expenditures (as defined in Section 2. DEFINITIONS) (excluding
                  aircraft purchased in replacement of any existing aircraft in
                  the ordinary course of business) in a total amount that
                  exceeds $1,500,000 in the aggregate for any fiscal year of
                  Debtor ending on or after December 31, 2001.

         (d)      DEBT TO TANGIBLE NET WORTH. Debtor shall maintain a ratio of
                  Debt to Tangible Net Worth (as defined in Section 2.
                  DEFINITIONS) not greater than 4.500 to 1.000 as of December
                  31, 2001 and as of the end of any fiscal year ended
                  thereafter.

         (e)      MINIMUM EBITDA. Debtor shall achieve EBITDA (as defined in
                  Section 2. DEFINITIONS) of at least $10,000,000 for Debtor's
                  fiscal year ending December 31, 2001 and at least $10,000,000
                  for each of Debtor's fiscal years ending thereafter.

         (f)      MINIMUM FIXED CHARGE COVERAGE RATIO. Debtor shall not permit
                  the Fixed Charge Coverage Ratio (as defined in Section 2.
                  DEFINITIONS) to be less than the Fixed Charge Coverage Ratios
                  set opposite the periods ending on the following dates:

<TABLE>
<CAPTION>
                                    Period                             Fixed Charge Coverage Ratio
                                    ------                             ---------------------------
                  <S>                                                  <C>
                  As of June 30, 2001 from
                   April 1, 2001                                              1.000 : 1.000

                  As of September 30, 2001 from
                    July 1, 2001                                              1.400 : 1.000

                  As of December 31, 2001 from
                    October 1, 2001                                           1.400 : 1.000

                  As of December 31, 2001 from
                    January 1, 2001                                           1.000 : 1.000

                  As of the end of each fiscal
                   quarter ended on and after                                 1.250 : 1.000
                   December 31, 2001 from the
                   beginning of the applicable fiscal
                   year
</TABLE>



                                      -3-
<PAGE>   4


         1.6 Section 12 of the Loan Agreement is hereby amended to add the
following subsections to provide in their entirety as follows:

         (g)      FINANCIAL COVENANTS. All financial covenants set for in
                  subsections (c), (d), (e) and (f) of Section 12 will be tested
                  by Lender based upon Debtor's internally prepared financial
                  statements and/or, at Lender's option, Lender's or a certified
                  public accounting firm's audit of Debtor's financial records.

         (h)      SPECIAL ADVANCE AVAILABILITY. Subject to the other terms and
                  conditions of this Agreement, Lender will provide to Debtor,
                  and Debtor may draw, additional revolving loan availability
                  underneath the Line of Credit (as in effect on a date, the
                  "Special Advance Availability"). Special Advance Availability
                  will be added to the availability determined under subsections
                  (a) and (b) of Section 3. The Special Advance Availiability
                  will not exceed an amount, as at any time of determination,
                  equal to (i) $1,500,000 less (ii) the sum of all outstanding
                  amounts drawn (or deemed to be drawn) under the Special
                  Advance Availability as of each date of drawing by Debtor of
                  the Special Advance Availability. Subject to the other terms
                  and conditions of this Agreement, Special Advance Availability
                  will be available until 5:00 p.m. on May 31, 2001 (the
                  "Special Advance Termination Date"). As of the Special Advance
                  Termination Date, the entire unpaid principal balance of, and
                  all accrued interest on, that portion of the Line of Credit
                  attributable to Special Advance Availability, if not sooner
                  repaid, will be due and payable in full and the amount of the
                  Special Advance Availability will be equal to zero (0)
                  dollars; and, for purposes of this Agreement, the other Loan
                  Documents and availability under the Line of Credit, the
                  Special Advance Availability will be terminated.
                  Notwithstanding anything to the contrary in this Agreement or
                  in the other Loan Documents, payments applied to reduce the
                  principal balance of the Line of Credit will be applied first
                  to reduce all outstanding amounts drawn under the Special
                  Advance Availability and second to reduce the remainder of the
                  Line of Credit. For all purposes of this Agreement and the
                  other Loan Documents, Debtor will be deemed to have made a
                  drawing of the Special Advance Availability, and the Special
                  Advance Availability will be deemed outstanding, in the amount
                  by which the outstanding balance of the Line of Credit, as at
                  any time of



                                      -4-
<PAGE>   5


                  determination, exceeds availability under the Line of Credit
                  determined under subsections (a) and (b) of Section 3.

         (i)      CONTROLLED DISBURSEMENT ACCOUNT; ADVANCEMENTS. All
                  disbursements of proceeds of the Line of Credit requested by
                  Debtor shall be effectuated by Lender's crediting Debtor's
                  Account No. 520002042 at Lender, which shall be structured and
                  utilized as a controlled disbursement account in accordance
                  with Lender's policies and procedures ("Controlled
                  Disbursement Account"); however, Lender may at any time
                  hereafter elect not to credit proceeds of the Line of Credit
                  to the Controlled Disbursement Account, but instead may
                  establish a similar non-controlled disbursement account or
                  accounts for Debtor at Lender and disburse proceeds of the
                  Line of Credit by crediting such non-controlled disbursement
                  account of Debtor at Lender. Debtor hereby authorizes Lender
                  without any further written or oral request of Debtor to make
                  advances of the Line of Credit to Debtor in amounts necessary
                  for the payment of checks and other items drawn on the
                  Controlled Disbursement Account as such checks and other items
                  are presented to Lender for payment. In addition to advances
                  of the Line of Credit made pursuant to Lender's controlled
                  disbursement account system, Lender will, from time to time
                  prior to the termination of the Line of Credit and subject to
                  the other terms and conditions of this Agreement, advance the
                  Line of Credit via wire transfer of funds on the written
                  request of Debtor therefor. Debtor shall specify in each such
                  request whether an advance of the Line of Credit is requested
                  by Debtor. If Lender receives such a request from Debtor for
                  an advance of the Line of Credit prior to 12:00 noon,
                  Cincinnati, Ohio time, Lender will make such advance of the
                  Line of Credit on that same business day subject to the other
                  terms and conditions of this Agreement. If Lender receives
                  such a request from Debtor for an advance of the Line of
                  Credit after 12:00 noon, Cincinnati, Ohio time, Lender will
                  make such advance of the Line of Credit on the next business
                  day subject to the other terms and conditions of this
                  Agreement.

         (j)      CHARGING OF LINE OF CREDIT. Debtor hereby authorizes Lender,
                  at Lender's option, to charge any account of Debtor at Lender
                  or charge or increase the Line of Credit for the payment or
                  repayment of any interest or principal of Obligations, any
                  fees, charges or other amounts due to Lender under the Loan
                  Documents or any of the other Obligations.

         (k)      SPECIAL ACCOUNT. Upon collection of Collections (as defined in
                  subsection (a) of Section 4) and other proceeds of accounts
                  and other Collateral from the lock box, Lender shall deposit
                  the same in Account No. 183146490 at Lender (the "Special
                  Account"). Any Collection or other proceeds of accounts and
                  other Collateral received by Debtor shall be deemed held by
                  Debtor in trust and as fiduciary for Lender, and Debtor
                  immediately shall deliver the same, in its original form, to
                  Lender by



                                      -5-
<PAGE>   6


                  overnight delivery carrier into the lock box. Pending such
                  deposit, Debtor agrees that it will not commingle any such
                  Collection or other proceeds of accounts and other Collateral
                  with any of Debtor's other funds or property, but will hold it
                  separate and apart therefrom in trust for Lender until deposit
                  is made into the lock box or Special Account or until delivery
                  is made to Lender by overnight delivery carrier as described
                  above. All deposits to the Special Account and the lock box
                  shall be Lender's property and shall be subject only to the
                  signing authority designated from time to time by Lender, and
                  Debtor shall have no interest therein or control over such
                  deposits or funds. Lender shall have sole access to the
                  Special Account and the lock box, and Debtor shall have no
                  access thereto. Lender shall have, and Debtor hereby confirms
                  its prior grant and hereby re-grants to Lender, a lien on and
                  security interest in all funds held in the Special Account and
                  the lock box as security for the Obligations. The Special
                  Account shall not be subject to any deduction, set-off,
                  banker's lien or any other right in favor or any person other
                  than Lender. Deposits to the Special Account shall be applied
                  to the Obligations in such order and method of application as
                  may be elected by Lender in its discretion exercised in good
                  faith. Any funds in the Special Account remaining after the
                  applications set forth in the preceding sentence ("Available
                  Funds") will be paid over by Lender to Debtor; however, at any
                  time on and after the occurrence of an event of default, all
                  Available Funds may, at Lender's option be retained in the
                  Special Account as continuing security for the Obligations. If
                  any Collection deposited in the Special Account is dishonored
                  or returned unpaid for any reason, Lender, in its discretion,
                  may charge the amount of such dishonored or returned
                  Collection directly against Debtor and any account maintained
                  by Debtor with Lender and such amount shall be deemed part of
                  the Obligations. Lender shall not be liable for any loss or
                  damage resulting from any error, omission, failure or
                  negligence on the part of Lender arising out of the lock box
                  or Special Account, but shall be liable for any such loss or
                  damage only to the extent of any direct, as opposed to
                  consequential, damages suffered by Debtor from Lender's gross
                  negligence or willful misconduct. Until a payment is received
                  by Lender for Lender's account in Milwaukee, Wisconsin in
                  finally collected funds, all risks associated with such
                  payment will be borne solely by Debtor. From time to time,
                  Lender may adopt such regulations and procedures as it may
                  deem reasonable and appropriate with respect to the operation
                  of the Special Account, the lock box, and the services to be
                  provided by Lender under this Agreement.

         (l)      COSTS. All reasonable costs of collection of Debtor's
                  accounts, including, without limitation, attorney's fees,
                  out-of-pocket expenses, administrative and recordkeeping
                  costs, and all service charges and costs related to the
                  establishment and maintenance of the lock box, the Controlled
                  Disbursement Account and the Special Account shall be the sole



                                      -6-
<PAGE>   7


                  responsibility of Debtor, whether the same are incurred by
                  Lender or Debtor.

         (m)      REPORTING OF RECEIVABLES; PAYABLES. Debtor shall deliver to
                  Lender (a) a borrowing base certificate in the form of
                  Schedule 12(m) (a "Borrowing Base Certificate") by Tuesday of
                  each week which certifies the applicable information as of the
                  immediately preceding Friday and (b) reports of Debtor's
                  sales, credits to sales or credit memoranda applicable to
                  sales, collections and non-cash charges (from whatever source,
                  including, without limitation, sales and noncash journals or
                  other credits to accounts receivable and non-accounts
                  receivable collections) for the immediately preceding calendar
                  week (including, without limitation, a report indicating the
                  U.S. Dollar value of Debtor's Qualified Accounts, and all
                  other information deemed necessary by Lender to determine
                  levels of that which is and is not Qualified Accounts). By no
                  later than the 20th day after the end of each calendar month,
                  or sooner if available, Debtor shall deliver to Lender monthly
                  agings, broken down by due date, of accounts receivable, in
                  each case reconciled to the Borrowing Base Certificate for the
                  end of such month and Debtor's general ledger, and setting
                  forth any changes in the reserves made for bad accounts or any
                  extensions of the maturity of or any other material changes in
                  the terms of any accounts, together with such further
                  information with respect thereto as Lender may reasonably
                  require. By no later than the 20th day after the end of each
                  calendar month, or sooner if available, Debtor shall deliver
                  to Lender monthly agings of accounts payable listed by invoice
                  date, in each case reconciled to Debtor's general ledger for
                  the end of such month.

         (n)      REPORTING OF INVENTORY. By no later than the 20th day after
                  the end of each calendar month, Debtor shall submit to Lender
                  a perpetual inventory report reconciled to (i) the Borrowing
                  Base Certificate for the end of such month, (ii) Debtor's
                  inventory records, and (iii) Debtor's general ledger, broken
                  down into such detail and with such categories as Lender shall
                  reasonably require (including, without limitation, a report
                  indicating the type, location, and U.S. Dollar value of
                  Debtor's Raw Materials, Work-In-Process, Sub-Assembly and
                  Finished Goods inventory, and all other information deemed
                  necessary by Lender to determine levels of that which is and
                  is not Qualified Inventory). Values shown on reports of
                  inventory shall be at the lower of cost or market value
                  determined in accordance with a "first in-first out" cost
                  accounting system. By Tuesday of each week, Debtor shall
                  deliver to Lender a Borrowing Base Certificate, which
                  certifies the applicable information as of the immediately
                  preceding Friday, and acceptable supporting documentation
                  thereto, reporting the value of Debtor's inventory as of the
                  end of the immediately preceding calendar month for which
                  Debtor has provided an inventory report in accordance with
                  this subsection (n) of Section 12.



                                       -7-
<PAGE>   8


         (o)      AUDITS. Debtor, on demand, will pay to Lender its then current
                  audit fee, travel and any other out-of-pocket expenses
                  incurred by Lender in connection with its periodic audit of
                  the books and records of Debtor. Debtor authorizes Lender to
                  pay such fee and expenses and charge the same as an advance of
                  the Line of Credit. Lender currently charges $850.00 per day
                  based on an 8 hour day plus out-of-pocket expenses per auditor
                  or field examiner for the services of its auditors and field
                  examiners.

         1.7 The Loan Agreement is hereby amended to add as Schedule 12(m),
Schedule 12(m) attached to this Amendment.

2.       Waiver of Specific Events of Default; Consideration of Additional
Special Advance.

         2.1 Lender hereby waives the Existing Defaults (as defined in
Preliminary Statement B to this Amendment) for the specific periods indicated in
Preliminary Statement B to this Amendment. This waiver shall not extend to any
other breaches of the Loan Agreement (or of any other Loan Document) by Debtor,
past, present or future, including, without limitation, any violations of the
above described financial covenants as of dates other than that specifically
referenced in Preliminary Statement B to this Amendment. Lender is waiving the
Existing Defaults based on information supplied by Debtor with respect to its
current and projected financial performance.

         2.2 Debtor has requested that Lender consider providing Special Advance
Availability for an additional period after May 31, 2001. Lender has apprised
Debtor that Lender is not making any commitment to provide any additional
Special Advance Availability beyond May 31, 2001 as of the date of this
Amendment; however, Lender will, in its sole discretion, consider Debtor's
request after Debtor provides appraisals, satisfactory to Lender, of Debtor's
real estate and equipment and Lender is satisfied as to Debtor's financial
performance after the date of this Amendment and the absence of additional
events of default. Any additional Special Advance Availability, including the
amount, duration, and other terms thereof, are subject to the approval of
Lender's and the Participant's applicable credit authorities in their sole
discretion.

3.       Participant's Consent. As a condition of this Amendment, the
Participant, LaSalle National Bank, shall have consented to the terms and
conditions of this Amendment and shall have entered into an amendment of the
Loan Participation Agreement between Lender and Participant, dated October 8,
1998, as amended.

4.       Security. This Amendment is in no way intended, nor may it be
construed, to impair, extinguish, or otherwise adversely affect the creation,
attachment, perfection or priority of the existing security interests in, and
other liens on, the Collateral or other security (or any part thereof) granted
to, or held by, Lender, which existing security interests and other liens (i)
Debtor acknowledges, confirms and reaffirms to Lender and (ii) continue in full
force and effect.



                                      -8-
<PAGE>   9


Debtor acknowledges and agrees that the security interests and liens granted to
Lender in the Collateral or other security held by Lender remain first and valid
security interests and liens.

5.       Other Documents; Appraisals.

         5.1 With the signing of this Amendment, Debtor will deliver to Lender
(i) evidence satisfactory to Lender that this Amendment and the transactions
contemplated hereby were duly authorized by the Board of Directors of Debtor and
(ii) such other documents, instruments, and agreements deemed necessary or
desirable by Lender to effect the amendments to Debtor's credit facilities with
Lender contemplated by this Amendment.

         5.2 Debtor will, at its expense, obtain appraisals of its equipment and
real estate from appraisers and on terms acceptable to Lender. Debtor will
obtain those appraisals no later than 45 days after the date of this Amendment.

6.       Representations.  To induce Lender to accept this  Amendment,  Debtor
hereby represents and warrants to Lender as follows:

         6.1 Debtor has full power and authority to enter into, and to perform
its obligations under, this Amendment, and the execution and delivery of, and
the performance of its obligations under and arising out of, this Amendment have
been duly authorized by all necessary corporate action.

         6.2 This Amendment constitutes the legal, valid and binding obligations
of Debtor enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally.

         6.3 Debtor's representations and warranties contained in the Loan
Agreement are complete and correct as of the date of this Amendment with the
same effect as though these representations and warranties had been made again
on and as of the date of this Amendment, subject to those changes as are not
prohibited by, or do not constitute events of default under, the Loan Agreement.

         6.4 No event of default has occurred and is continuing under the Loan
Agreement.

7.       Costs and Expenses; Fees. As a condition of this Amendment, Debtor will
promptly on demand pay or reimburse Lender for the costs and expenses incurred
by Lender in connection with this Amendment, including, without limitation,
attorneys' fees. As a condition of this Agreement, Debtor will, upon the
execution of this Amendment, pay to Lender an amendment fee in the amount of
$50,000, which fee shall be in addition to any other fees provided for in the
Loan Agreement and shall be fully earned and nonrefundable when paid.

8.       Release. Debtor hereby releases Lender from any and all liabilities,
damages and claims arising from or in any way related to the Obligations or the
Loan Documents, other than such liabilities, damages and claims which arise
after the execution of this Amendment. The foregoing release does not release or
discharge, or operate to waive performance by, Lender of



                                      -9-
<PAGE>   10


its express agreements and obligations stated in the Loan Documents on and after
the date of this Amendment.

9.       Default.  Any default by Debtor in the performance of Debtor's
obligations under this Amendment shall constitute an event of default under the
Loan Agreement.

10.      Continuing Effect of Loan Agreement. Except as expressly amended
hereby, all of the provisions of the Loan Agreement are ratified and confirmed
and remain in full force and effect. To the extent that any provision of this
Amendment conflicts with any terms or conditions set forth in any of the other
Loan Documents or any of the other agreements, instruments or documents between
Debtor and Lender, the provisions of this Amendment shall supersede and control;
however, future administration of the financing arrangements between Debtor and
Lender shall continue to be governed by all of the terms and conditions of the
Loan Agreement, except to the extent that the same have been amended and
supplemented by this Amendment.

11.      One Agreement; References; Fax Signature. The Loan Agreement, as
amended by this Amendment, will be construed as one agreement. All references in
any of the Loan Documents to the Loan Agreement will be deemed to be references
to the Loan Agreement as amended by this Amendment. This Amendment may be signed
by facsimile signatures, and if so signed, (i) may be relied on by each party as
if the document were a manually signed original and (ii) will be binding on each
party for all purposes.

12.      Captions.  The headings to the Sections of this  Amendment  have been
inserted for convenience of reference only and shall in no way modify or
restrict any provisions hereof or be used to construe any such provisions.

13.      Counterparts.  This  Amendment  may be executed in multiple
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.

14.      Entire  Agreement.  This  Amendment  sets forth the entire  agreement
of the parties with respect to the subject matter of this Amendment and
supersedes all previous understandings, written or oral, in respect of this
Amendment.

15.      Governing  Law. This  Amendment  shall be governed by and  construed
in accordance with the laws of the State of Wisconsin.



                                      -10-

<PAGE>   11


         IN WITNESS WHEREOF, Debtor has executed this Amendment to be effective
as of the date set forth in the opening paragraph of this Amendment.



                                       FEATHERLITE, INC.


                                       By:    /s/Conrad Clement
                                          --------------------------------------
                                       Name:  Conrad Clement
                                       Title: Pres.


Accepted at Milwaukee, Wisconsin,
as of March 31, 2001

FIRSTAR BANK, N.A.


By:    /s/ Jim Tepp
   -----------------------------------
Name:  Jim Tepp
Title: Vice President



                                      -11-



<PAGE>   12


                                 Schedule 12 (m)


                           BORROWING BASE CERTIFICATE
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
TO:      Firstar  Bank, National Association            Certificate No.              Certificate Date:
FROM:    Featherlite, Inc.                              Activity From:                             To:
---------------------------------------------------------------------------------------------------------------------
                                                                   A/R          R/M & SUPPLIES        WIP         F/G
---------------------------------------------------------------------------------------------------------------------
     <S>                                                           <C>          <C>                   <C>         <C>
     1 Control Balance from previous cert. # 11

     2 Add: Gross Invoices from              to

     3 Less: Credit Memos from                to

     4 Total Cash Collections from             to

     5 - Non-A/R Collections from              to                    0

     6 + Discounts & Allowance from        to

     7 = Total Gross Payments Posted to A/R (4-5+6)

     8 + Misc. Debit Adjustments                                     0

     9 - Misc. Credit Adjustments                                    0

    10 A/R BALANCE THIS CERTIFICATE (1+2-3-7+8-9)

    11 INVENTORY BALANCE THIS CERTIFICATE

    12 Less Ineligibles as of

    13 Collateral Available (A/R & Inventory)

    14 Approved Rate of Advance                                     85%               70%            70%          70%

    15 Availability (13 x 14)

    16 Total Inventory Available

    17 Loan Sublimit                                                 0

    18 Lesser of Availability or Sublimit (16 or 17)

    19 Combined Availability (A/R & Inventory)

    20 Facility Cap for Revolving portion of loan only

    21 Lessor of the Facility Cap or Total Availability
       (29 or 20)

    22 Less Letters of Credit

    23 Less Loan Reserve

    24 NET AVAILABILITY (21-22-23)

    25 Loan Balance from previous cert. # 11

    26 - Total Cash Collections

    27 + Total Loan Advances

    28 + Loan Fees Charged

    29 +/- Other Adjustments

    30 = LOAN BALANCE THIS CERTIFICATE

    31 EXCESS(DEFICIT) AVAILABILITY (24-30)
---------------------------------------------------------------------------------------------------------------------
Borrower hereby certifies to the truthfulness and accuracy of this report, any attached reports, (invoice registers,
cash receipts journals, monthlyA/R aging reconciled to the G/L, monthly breakdown of inventory by location and type
reconciled to the G/L, and month-end open A/P listing reconciled to the G/L), and the figures set forth herein.

By:

Title:

---------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -12-