XTRA CORP /DE/, 10-Q, 1994-02-14

XTRA CORP /DE/
10-Q, 1994-02-14
EQUIPMENT RENTAL & LEASING, NEC

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended December 31, 1993 Commission File Number 1-7654
---------------------- ------

XTRA CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 06-0954158
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

60 State Street
Boston, Massachusetts 02109
------------------------------- -------------------
(Address of principal (Zip Code)
executive offices)

Registrant's telephone number, including area code (617) 367-5000
-------------------
</TABLE>

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

Yes X No
-------- ---------
<TABLE>
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

<CAPTION>
Class Outstanding at January 31, 1994
----------------------- -------------------------------
<S> <C>
Common Stock, Par Value 16,889,192
$.50 Per Share
</TABLE>

<PAGE> 2

<TABLE>
XTRA CORPORATION AND SUBSIDIARIES

INDEX

<CAPTION>
Page No.
<S> <C>
Part I - Financial Information:

Management Representation . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Balance Sheets
December 31, 1993 and September 30, 1993. . . . . . . . . . . . . 4

Consolidated Income Statements
For the Three Months Ended
December 31, 1993 and 1992. . . . . . . . . . . . . . . . . . . . 5

Consolidated Statements of Cash Flows
For the Three Months Ended
December 31, 1993 and 1992 . . . . . . . . . . . . . . . . . . . 6

Consolidated Statements of Stockholders' Equity
For the Period September 30, 1992
Through December 31, 1993 . . . . . . . . . . . . . . . . . . . . 7

Notes to Consolidated Financial Statements. . . . . . . . . . . . . 8 - 9

Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . 10 - 12

Part II - Other Information:

Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . 13

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 14

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

<PAGE> 3

PART I - FINANCIAL INFORMATION
------------------------------

XTRA CORPORATION AND SUBSIDIARIES
---------------------------------

MANAGEMENT REPRESENTATION
-------------------------

The financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
The Company believes, however, that the disclosures are adequate to
make the information presented not misleading.

The Board of Directors carries out its responsibility for the
financial statements included herein through its Audit Committee,
composed of non-employee Directors. During the year, the committee
meets periodically with both management and the independent public
accountants to ensure that each is carrying out its responsibilities.
The independent public accountants have full and free access to the
Audit Committee and meet with its members, with and without management
being present, to discuss auditing and financial reporting matters.

These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's
latest Annual Report on Form 10-K.

This financial information reflects, in the opinion of
management, all adjustments consisting of only normal recurring
adjustments necessary to present fairly the results for the interim
periods. The results of operations for such interim periods are not
necessarily indicative of the results to be expected for the full
year.

<PAGE> 4
<TABLE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1993 and September 30, 1993
(Thousands of dollars except per share and share amounts)

<CAPTION>
December 31,
1993 September 30,
(Unaudited) 1993
ASSETS ----------- ------------
- ------
<S> <C> <C>
Cash $ 9,577 $ 9,046

Trade receivables, less allowance
for doubtful accounts of $10,147 a
December 31, 1993 and $9,60
at September 30, 1993 48,325 49,437

Lease contracts receivable 30,717 33,981

Property and equipment, at cost
Revenue equipment 1,106,538 1,082,970
Land, buildings and other 50,148 50,212
---------- ----------
1,156,686 1,133,182
Less - Accumulated depreciation (412,083) (391,479)
---------- ----------
Net property and equipment 744,603 741,703
---------- ----------

Other assets 24,535 23,864
---------- ----------

$ 857,757 $ 858,031
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable $ 3,363 $ 5,478

Other accrued expenses 44,961 42,037

Long term debt, including current portion of $34,959 at
December 31, 1993 and $36,100 at September 30, 1993 368,138 359,130

Deferred income taxes 147,252 141,960
---------- ----------
563,714 548,605
---------- ----------
COMMITMENTS AND CONTINGENCIES

SERIES C CUMULATIVE REDEEMABLE EXCHANGEABLE
PREFERRED STOCK (liquidation preference $30 million)
issued and outstanding: 300 shares at September 30, 1993 - 29,149

STOCKHOLDERS' EQUITY
Preferred Stock, without par value; total
authorized: 3,000,000 shares; Series authorized
Series C (classified above Stockholders' Equity)

Common Stock, par value $.50 per share; authorized
30,000,000 shares; issued and outstanding
16,889,192 shares at December 31, 1993 and
16,886,992 at September 30, 1993 8,445 8,443
Capital in excess of par value 124,239 124,196
Retained earning 161,880 148,161
Cumulative translation adjustment (521) (523)
---------- ----------
Total stockholders' equity 294,043 280,277
---------- ----------
$ 857,757 $ 858,031
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements

4
<PAGE> 5

<TABLE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
For the three months ended December 31, 1993 and 1992
(Thousands of dollars except per share amounts)
(Unaudited)

<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
REVENUES $ 88,524 $ 87,056

OPERATING EXPENSES
Depreciation on rental equipment 22,916 23,672
Rental equipment lease financing 3,566 3,565
Rental equipment operating expense 19,128 19,142
Selling & administrative expense 7,494 8,485
---------- ----------
53,104 54,864
---------- ----------
Operating income 35,420 32,192

INTEREST EXPENSE 8,503 10,359
---------- ----------
Income from operations before
provision for income taxes 26,917 21,833

PROVISION FOR INCOME TAXES 11,171 8,740
---------- ----------
Net Income 15,746 13,093

Dividends on and accretion of issuance costs
of Series C Cumulative Redeemable
Exchangeable Preferred Stock - (963)
---------- ----------
Net Income before dividends
on Series B Preferred Stock 15,746 12,130
---------- ----------
Less: Preferred dividends - Series B - (806)
---------- ----------
Net income available to common
stockholders $ 15,746 $ 11,324
========== ==========
PER COMMON SHARE AND SHARE DATA:

Earnings per Common Share:

Primary $ 0.93 $ 0.95

Fully diluted $ 0.93 $ 0.79

Weighted average number of common
shares outstanding (in thousands):

Primary 17,009 11,893

Fully diluted 17,013 15,444

Cash dividends declared $ 0.12 $ 0.10
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

5
<PAGE> 6

<TABLE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 1993 and 1992
(Thousands of dollars)
(Unaudited)

<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net Income $ 15,746 $ 13,093
Add non-cash income and expense items:
Depreciation & amortization, net 23,023 23,468
Deferred income taxes, net 5,283 4,560
Bad debt expense 1,349 1,237
Add (deduct) other cash items:
Net change in receivables, miscellaneous assets,
payables and accrued expenses 16 636
Cash receipts from lease contracts receivable 4,779 7,436
Recovery of property and equipment net book value 2,425 2,747
---------- ----------
TOTAL CASH PROVIDED FROM OPERATIONS 52,621 53,177
---------- ----------
CASH USED FOR INVESTMENT ACTIVITIES
Additions to property and equipment (28,977) (10,652)
Purchase of Strick Lease * - (110,543)
---------- ----------
TOTAL CASH USED FOR INVESTMENT ACTIVITIES (28,977) (121,195)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of long-term debt - 102,300
Payments of long-term debt (21,086) (61,683)
Net proceeds from issuance of Series C Preferred Stock - 28,298
Costs of converting Series B Preferred Stock to Common Stock - (486)
Dividends paid (2,027) (2,384)
---------- ----------
TOTAL CASH (USED FOR)/PROVIDED FROM FINANCING ACTIVITIES (23,113) 66,045
---------- ----------
NET INCREASE (DECREASE) IN CASH 531 (1,973)
========== ==========
CASH AT BEGINNING OF PERIOD 9,046 9,869
========== ==========
CASH AT END OF PERIOD 9,577 7,896
========== ==========
Total Interest Paid $ 9,040 $ 9,294
========== ==========
Total Income Taxes Paid (net of refunds) $ 704 $ 2,369
========== ==========
<FN>
* Does not include $235,937 of Strick Lease debt assumed on October 2, 1992, the acquisition date.

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE> 7

<TABLE>
XTRA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Period September 30, 1992 through December 31, 1993
(Thousands of dollars)
(Unaudited)

<CAPTION>
Cumulative Common
Convertible Stock Capital in Cumulative
Preferred $.50 Excess of Retained Translation
Stock Par Value Par Value Earnings Adjustment
----------- --------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1992 $ 62,450 $ 5,871 $ 262 $ 122,077 $ -

Net income - - - 37,811 -
Common Stock cash dividends
declared at $.46 per share - - - (7,069) -
Series B Preferred Stock cash dividends
accrued at $.322917 per share - - - (806) -
Conversion of Series B Preferred Stock (62,450) 1,805 60,645 - -
Issuance of Common Stock - 747 62,385 - -
Dividends accrued on and accretion of
issuance costs of Series C Cumulative
Redeemable Exchangeable Preferred Stock - - - (3,852) -
Options exercised and related tax benefits, net
of shares forfeited under restricted stock plan - 20 904 - -
Translation adjustment - - - - (523)
----------- --------- --------- ---------- -----------
BALANCE AT SEPTEMBER 30, 1993 - 8,443 124,196 148,161 (523)

Net income - - - 15,746 -
Common Stock cash dividends
declared at $.12 per share - - - (2,027) -
Options exercised - 2 43 - -

Translation adjustment - - - - 2
----------- --------- --------- ---------- -----------
BALANCE AT DECEMBER 31, 1993 $ - $ 8,445 $124,239 $ 161,880 $ (521)
=========== ========= ========= ========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

7
<PAGE> 8

XTRA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) The consolidated financial statements include the accounts of
XTRA Corporation and its wholly-owned subsidiaries ("the
Company"). All material intercompany accounts and transactions
have been eliminated. In fiscal 1994, the Company adopted a non-
classified balance sheet format in which there is no distinction
between current and long-term assets and liabilities. Certain
amounts in the prior periods financial statements have been
reclassified to be consistent with the current periods
presentation.

(2) The Company declared on March 16, 1993 a two for one stock split
of its common stock in the form of a 100% stock dividend. The
stock dividend was paid on May 18, 1993 to common stockholders of
record on April 27, 1993. The stated par value per share of the
common stock was not changed from $.50. All share and per share
data presented in these financial statements and notes have been
restated for the effect of the stock split.

(3) The computation of primary earnings per common share is based on
net income after deduction of $1.9375 Series B Preferred Stock
dividends and dividends on and accretion of issuance costs of
Series C Cumulative Redeemable Exchangeable Preferred Stock,
divided by the weighted average number of outstanding common
shares plus common stock equivalents. Fully diluted earnings per
share also assumes the conversion of the $1.9375 Series B
Cumulative Convertible Preferred Stock as of the beginning of the
periods presented. Earnings per share have been calculated
giving retroactive effect to the two for one stock split
described in Note 2 above.

(4) In October 1993, the Company elected to exercise its option to
exchange the outstanding Series C shares for subordinated
debt with a coupon of 10%. This subordinated debt is subject
to the following mandatory redemption schedule: $10 million at
October 2, 1994, 1995 and 1996 respectively. The Company has
the option to prepay the entire issue on October 2, 1994 or
thereafter.

(5) The effective income tax rates used in the interim financial
statements are estimates of the fiscal years' rates. The
effective income tax rate for fiscal year 1993 was 48% reflecting
the required restatement of deferred tax liabilities and assets
as a result of the higher tax rate associated with the enactment,
in August 1993, of the Revenue Reconciliation Bill of 1993.
Absent the required adjustment for prior years, the effective
income tax rate for 1993 would have been approximately 41%. For
the three months ended December 31, 1992, the Company recorded a
provision for income taxes using an estimated effective income
tax rate of approximately 40%. For the three

<PAGE> 9

months ended December 31, 1993, the Company has recorded a
provision for income taxes using an estimated effective income
tax rate of approximately 42%.

The Company's effective income tax rate for fiscal 1993 and its
estimated effective income tax rate for fiscal 1994 are higher
than the statutory U.S. Federal income tax rate due primarily to
state income taxes.

<TABLE>
(6) The consolidated financial data for XTRA, Inc. included in the
consolidated financial statements of the Company for the balance
sheets dated December 31, 1993 and September 30, 1993 and income
statements for the three months ended December 31, 1993 and 1992
are summarized below:

<CAPTION>
Selected Balance Sheet Data:
---------------------------- December 31, September 30,
(Thousands of dollars) 1993 1993
----------- -----------
<S> <C> <C>
Cash $ 9,571 $ 9,044
Receivables, net 79,047 83,656
Property and equipment, net 744,603 741,703
Other assets 24,535 23,864
--------- ----------
Total assets $ 857,756 $ 858,267
========= ==========

Other liabilities $ 48,518 $ 47,901
Long-term debt, including current portion
of $34,959 at December 31, 1993 and
$36,100 at September 30, 1993 368,138 359,130
Deferred income taxes 147,252 141,960
--------- ----------
Total liabilities 563,908 548,991
--------- ----------
Stockholders' equity 293,848 309,276
--------- ----------
Total liabilities and stockholders' equity $ 857,756 $ 858,267
========= ==========
</TABLE>
<TABLE>
<CAPTION>
Income Statement Data:
----------------------
(Thousands of Dollars)

For the three months ended December 31, 1993 1992
--------- ----------
<S> <C> <C>
Revenues $ 88,524 $ 87,056
Income before provision for income taxes 26,917 21,833
Net income 15,746 13,093
</TABLE>
9
<PAGE> 10

XTRA CORPORATION AND SUBSIDIARIES
---------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------

The First Quarter of 1994
-------------------------
Versus the First Quarter of 1993
--------------------------------

Revenues
--------

Revenues are generated by two leasing divisions, XTRA Lease which
includes over- the-road trailers as well as storage trailers and XTRA
Intermodal which includes intermodal trailers, chassis and domestic
containers. Revenues are primarily a function of fleet size,
utilization and lease rates.

Revenues increased by 2% or $1.5 million for the three months
ended December 31, 1993, over the same period a year ago.

XTRA Lease revenues increased by 3% or $1.6 million primarily due
to increased demand for the Company's equipment.

XTRA Intermodal revenues remained relatively unchanged from the
prior year's first quarter despite a decrease in working units
attributable to a smaller fleet size. The decrease in revenues
related to fewer working units was offset by an increase in average
lease rates.

<TABLE>
The following table sets forth, for each division, average
equipment utilization and average fleet size in units (including units
held under operating leases) during the three months ended December 31:

<CAPTION>
1993 1992
---- ----
<S> <C> <C>
XTRA Lease
Utilization 92% 88%
Units 65,100 67,700

XTRA Intermodal
Utilization 95% 94%
Units 56,700 60,200
</TABLE>

<PAGE> 11

Operating Expenses
------------------
Total operating expenses decreased by 3% or $1.8 million from the
first quarter of fiscal 1993.

Depreciation expense decreased by 3% or $.8 million due to a
decrease of approximately 6,000 units in the Company's overall average
fleet size .

Selling and administrative expenses decreased by 12% or $1
million due principally to cost savings realized from the integration
of the Strick Lease business.

Interest Expense
----------------
Net interest expense decreased by 18% or $1.9 million for the
three months ended December 31, 1993, due to a decrease in average net
debt outstanding partially offset by a slightly higher average
interest rate.

Income from Operations Before
-----------------------------
Provision for Income Taxes
--------------------------
Pretax income from operations for the three months ended December
31, 1993, increased by 23% or $5.1 million over the same period of the
prior year due primarily to higher equipment utilization, cost savings
realized from combining two large over-the-road leasing businesses,
and reduced interest expense.

Provision for Income Taxes
--------------------------
The effective income tax rates used in the interim financial
statements are estimates of the fiscal years' rates. The effective
income tax rate for fiscal year 1993 was 48% reflecting the required
restatement of deferred tax liabilities and assets as a result of the
higher tax rate associated with the enactment, in August 1993, of the
Revenue Reconciliation Bill of 1993. Absent the required adjustment
for prior years, the effective income tax rate for 1993 would have
been approximately 41%. For the three months ended December 31, 1992,
the Company recorded a provision for income taxes using an estimated
effective income tax rate of approximately 40%. For the three months
ended December 31, 1993, the Company has

<PAGE> 12

recorded a provision for income taxes using an estimated effective
income tax rate of approximately 42%.

The Company's effective income tax rate for fiscal 1993 and its
estimated effective income tax rate for fiscal 1994 are higher than
the statutory U.S. Federal income tax rate due primarily to state
income taxes.

Liquidity and Capital Resources
-------------------------------
During the three months ended December 31, 1993, the Company
generated cash flows from operations of $52.6 million and reduced net
debt outstanding (debt less cash) by $21.6 million. During the same
period XTRA invested $29.0 million in property and equipment and paid
dividends of $2.0 million.

Committed capital expenditures for fiscal 1994 currently amount
to approximately $120 million including the exercise by XTRA of $20
million in purchase options for equipment already in the fleet. The
Company has increased fiscal 1994 capital expenditures over the levels
of recent years in order to respond to increased market demand and to
replace older equipment being retired. XTRA deems its sources of
financing adequate to meet projected needs.

On January 14, 1994, the Company amended one of its Revolving
Credit Agreements to extend the agreement by one year and increase the
banks' lending commitment from $65 million to $90 million. This
increase brings the total bank commitments under the Company's two
revolving credit agreements to $180 million.

At December 31, 1993 the Company had $68 million of unused credit
available under its Revolving Credit Agreements, not including the
subsequent $25 million increase, on January 14, 1994, in the
commitment level of the Company's revolving credit agreements.

On January 27, 1994, XTRA's Board of Directors voted to raise the
regular quarterly cash dividend from $.12 per share to $.14 per share
and declared a quarterly cash dividend of $.14 per share, payable on
February 28, 1994 to common stockholders of record on February 11,
1994.

<PAGE> 13

Part II - OTHER INFORMATION
---------------------------
<TABLE>
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------

At the 1994 Annual Meeting of Stockholders held on January 27,
1994, at which a quorum was present, the stockholders re-elected the
incumbent Directors and approved the following proposals by the number
of shares of common stock voted as noted:

(1) Nominees for the office of Director:
<CAPTION>
Proposals Number of Shares
--------- ------------------------
Voted For Withheld
---------- --------
<S> <C> <C>
Gilbert Butler 14,404,134 37,889
J. Russell Duncan 14,398,977 43,046
Robert M. Gintel 14,330,557 111,466
Robert B. Goergen 14,331,062 110,961
Herbert C. Knortz 14,400,227 41,796
John J. Lee 14,331,062 110,961
Francis J. Palamara 14,403,707 38,316
Lewis Rubin 14,330,880 111,143
Donald B. Smiley 14,400,197 41,826
Martin L. Solomon 14,331,054 110,969
</TABLE>

<TABLE>

<CAPTION>
Number of Shares Voted
---------------------------------------------
For Against Abstain
----------- --------- -------
<S> <C> <C> <C>
(2) To approve the 1993
XTRA Corporation
Deferred Director Fee
Option Plan. 13,270,208 1,097,465 74,350

(3) To approve an amendment
to the 1991 Non-Employee
Director Stock Option Plan
increasing the number of
shares covered by options
awarded annually to non-
employee directors from
400 to 500. 13,282,499 1,094,524 65,000

</TABLE>

13
<PAGE> 14

<TABLE>
Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits
--------
<CAPTION>

Exhibit No. Description
----------- -----------

<S> <C>
4.1 Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of January 14, 1994,
among XTRA, Inc., Continental Bank N.A., as Agent,
and the other banks named therein.

4.1.1 Guaranty, dated as of October 2, 1992, together with Consent of
Guarantor, dated as of January 14, 1994, pursuant to which
XTRA Corporation guarantees the obligations of XTRA, Inc.
under the Amended and Restated Revolving Credit and Term
Loan Agreement identified in Exhibit 4.1 above.

11.1 Statement of the calculation of earnings per share for the three
months ended December 31, 1993 and 1992.

12.1 Statement of the calculation of earnings to fixed charges for the
three months ended December 31, 1993 and 1992 for XTRA
Corporation.

12.2 Statement of the calculation of earnings to fixed charges for the
three months ended December 31, 1993 and 1992 for XTRA,
Inc.
</TABLE>

<PAGE> 15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

XTRA CORPORATION
--------------------------------
(Registrant)

Date February 14, 1994 /s/Michael J. Soja
----------------- --------------------------------
Michael J. Soja
Vice President and
Chief Financial Officer

Date February 14, 1994 /s/Robert B. Blakeley
----------------- --------------------------------
Robert B. Blakeley
Controller and
Chief Accounting Officer

<PAGE> 16

<TABLE>
EXHIBIT INDEX
-------------

EXHIBIT NO.
-----------

A. EXHIBITS:
-------------
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of
January 14, 1994, among XTRA, Inc.,
Continental Bank N.A., as Agent, and the
other banks named therein.

4.1.1 Guaranty, dated as of October 2, 1992,
together with Consent of Guarantor, dated
as of January 14, 1994, pursuant to which
XTRA Corporation guarantees the obligations
of XTRA, Inc. under the Amended and Restated
Revolving Credit and Term Loan Agreement
identified in Exhibit 4.1 above.

11.1 Statement of the calculation of earnings
per share for the three months
ended December 31, 1993 and 1992.

12.1 Statement of the calculation of earnings
to fixed charges for the three months
ended December 31, 1993 and 1992 for
XTRA Corporation.

12.2 Statement of the calculation of earnings
to fixed charges for the three months
ended December 31, 1993 and 1992 for
XTRA, Inc.
</TABLE>

<PAGE> 1

AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT

DATED AS OF JANUARY 14, 1994

AMONG

XTRA, INC.,

CONTINENTAL BANK N.A.

CORESTATES BANK, N.A.

NATIONAL WESTMINSTER BANK USA

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

SUCH OTHER BANKS AS MAY BECOME PARTIES
TO THIS AGREEMENT FROM TIME TO TIME

and

CONTINENTAL BANK N.A.
as Agent

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<C> <S> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. THE REVOLVING CREDIT LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Commitment to Make Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Making the Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.3 Promissory Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.4 Funding of Revolving Credit Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

3. TERM LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.1 Term Conversion Date; Term Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

4. CONVERSION, INTEREST, PAYMENTS AND COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.1 Conversion of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.3 Overdue Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.4 Interest Period Selection; Alternative Interest Rates . . . . . . . . . . . . . . . . . . . . 20
4.5 Illegality or Impossibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.6 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.7 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.8 Payments and Computations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.9 Payment to be Free of Deductions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.11 Additional Amounts Payable on Account of Credit Facilities. . . . . . . . . . . . . . . . . . 26
4.12 Additional Costs and Expenses; Reserve Requirements. . . . . . . . . . . . . . . . . . . . . 26
4.13 Failure to Make Funds Available. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.14 Prepayment of Eurodollar Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.15 Interest Limitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.16 Extension of Revolver Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

5. FEES; REDUCTION OF TOTAL COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.1 Reduction and Termination of Commitment of the Company . . . . . . . . . . . . . . . . . . . . 29
5.2 Non Use Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

6. EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.1 Loan Documentation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
6.2 Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.3 Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.4 Corporate Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.5 Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.6 No Material Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.7 Other Consents and Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.8 Consent of Guarantor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.9 Fees and Expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.10 Debt Rating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
</TABLE>

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7. CONDITIONS OF BORROWING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.1 Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
7.2 Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
7.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

8. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.1 Corporate Existence and Good Standing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.2 Corporate Power; Consent; Absence of Conflict with Other Agreements. . . . . . . . . . . . . . 33
8.3 Title to Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.4 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.5 Holding Company and Investment Company Acts. . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.6 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.7 No Materially Adverse Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.8 Compliance with Other Instruments, Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.9 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.10 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.11 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.13 Licenses and Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.14 Condition of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.15 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.16 Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
8.17 Full Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

9. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
9.1 Punctual Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.2 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
9.3 Notification of Defaults and Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . 39
9.4 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
9.5 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.6 Maintenance of Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.7 Maintenance of Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.8 Records and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.9 Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
9.10 Notice of Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.11 Pension Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
9.12 Depreciation Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.13 Perform Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.14 Comply with ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
9.15 Environmental Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

10. CERTAIN NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.1 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
10.2 Leverage Ratio of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.3 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.4 Maximum Secured Equipment Indebtedness of Company. . . . . . . . . . . . . . . . . . . . . . . 45
10.5 Maximum Equipment Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.6 Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.7 Consolidated Leverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>

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<TABLE>
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10.8 Consolidated Cash Flow Coverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.9 Consolidated Fixed Charge Coverage Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.10 Limitations on Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
10.11 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.12 Minimum Asset Composition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.13 Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.14 Investments in Parent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.15 Mergers, Acquisitions, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
10.16 Changes in Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
10.17 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

11. EVENTS OF DEFAULT; ACCELERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

12. NOTICE AND WAIVERS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
12.1 Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
12.2 Waivers of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

13. REMEDIES ON DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.1 Rights of Banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
13.2 Setoff; Sharing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

14. GUARANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

15. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.1 Appointment of Agent, Power and Immunities. . . . . . . . . . . . . . . . . . . . . . . . . . 52
15.2 Reliance by Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
15.3 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
15.4 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
15.5 Documents and Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
15.6 Non-Reliance on Agent and Other Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
15.7 Continental and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
15.8 Notice to Holder of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
15.9 Resignation or Removal of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
15.10 Withholding Tax Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

16. ASSIGNMENT; PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

17. CONSENT TO JURISDICTION; WAIVER OF TRIAL BY JURY . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

18. BINDING EFFECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

19. FEES AND EXPENSES; INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

20. REMEDIES CUMULATIVE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

21. FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

22. SURVIVAL OF COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

23. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

24. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
</TABLE>

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<TABLE>
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25. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

26. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

27. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

28. CONSENTS, AMENDMENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

29. AGREEMENT AS TO BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
</TABLE>

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<TABLE>
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EXHIBIT A Form of Revolving Credit Note

EXHIBIT B Form of Term Note

EXHIBIT C-1 Form of Opinion of Ropes & Gray

EXHIBIT C-2 Form of Opinion of Pierce, Atwood, Scribner Allen,
Smith & Lancaster

EXHIBIT C-3 Form of Opinion of General Counsel to the Company

EXHIBIT D Form of Compliance Certificate.

EXHIBIT E Guaranty Agreement

EXHIBIT F Form of Assignment and Acceptance

EXHIBIT G Consent of Guarantor

SCHEDULE 1.1 Applicable Margin

SCHEDULE 1.2 Terms of Subordination

SCHEDULE 8.12 Plans listed by the Company which could give rise to
direct or contingent liabilities of the Company to
the PBGC, the Department of Labor or the IRS.

SCHEDULE 8.15 Subsidiaries

SCHEDULE 9.12 Depreciation Schedules for all Depreciable Assets
</TABLE>

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<PAGE> 7
AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT

This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT, dated as of January 14, 1994, is among XTRA, INC., a Maine
corporation (the "Company"), CONTINENTAL BANK N.A., a national banking
association ("Continental"), NATIONAL WESTMINSTER BANK USA, a national banking
association ("NatWest"), CORESTATES BANK, N.A., a national banking association
("CoreStates"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
national banking association ("Bank of America"), such other banks as may
become parties to this Agreement from time to time in accordance with the
provisions hereof (collectively, the "Banks", and each, singularly, a "Bank")
and CONTINENTAL BANK N.A., as Agent (the "Agent").

WHEREAS, the parties hereto are parties to that certain
Revolving Credit and Term Loan Agreement, dated as of October 2, 1992, as
amended by a First Amendment to the Revolving Credit and Term Loan Agreement,
dated as of November 25, 1992, as further amended by a Second Amendment to the
Revolving Credit and Term Loan Agreement, dated as of May 27, 1993, as further
amended by a Third Amendment to the Revolving Credit and Term Loan Agreement,
dated as of September 30, 1993, as further amended by a Fourth Amendment to
Revolving Credit and Loan Agreement, dated as of September 30, 1993 Agreement,
as amended (the "Original Credit Agreement").

WHEREAS, the parties hereto desire to amend and restate the
Original Credit Agreement to reflect the modifications set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS. The following terms shall have the
meanings assigned to them below in this Section 1 or in the provisions of this
Agreement and the exhibits referred to below:

ACQUIRED EQUIPMENT INDEBTEDNESS - with respect to any Person,
all Indebtedness (including all Lease Obligations) of the Person in question if
such Indebtedness (a) is Secured Equipment Indebtedness and (b) was incurred by
another Person prior to the time the Person in question acquired the
Transportation Equipment or leases of Transportation Equipment securing such
Secured Equipment Indebtedness from such other Person or prior to the time the
Person in question acquired such other Person (but only to the extent such
Indebtedness does not exceed the fair value of the Transportation Equipment or
leases of Transportation Equipment securing the Indebtedness at the time such
Transportation Equipment, or Transportation Equipment leases or such other
Person was acquired) and shall include all extensions, renewals and
refinancings of such Indebtedness not in excess of the principal amount thereof
outstanding immediately prior to such extension, renewal or refinancing.
<PAGE> 8
ADJUSTED BASE RATE - as at any date of determination, an
interest rate per annum equal to the sum of (i) the Base Rate then in effect,
plus (ii) the Applicable Margin then in effect.

AGENT - see preamble.

AGREEMENT - this Amended and Restated Revolving Credit and
Term Loan Agreement, including the exhibits and schedules hereto, as amended,
supplemented or modified from time to time.

APPLICABLE MARGIN - with respect to Revolving Credit Loans
and the Term Loans, the percentages set forth in SCHEDULE 1.1 attached hereto
corresponding to the Type of Loan and, at any time of determination, the
rating (or lack thereof) of the Company's long-term senior unsecured debt by
Moody's and S&P (with the understanding that the term "rating" as used herein
shall include "preliminary" or "indicative" senior debt ratings or their
equivalents). Any change in the Applicable Margin resulting from a change in
the rating of the Company's long-term senior unsecured debt shall become
effective as of the fifth Business Day after the effective date of such
change. In the event that the provisions of this definition result in excess
amounts of interest being paid or additional amounts of interest being owed
hereunder, any such excess amounts will be credited against interest payable
on the next date interest would otherwise be payable hereunder and any
additional amounts of interest owed will be payable on the next date interest
would otherwise be payable hereunder.

APPLICABLE LENDING OFFICE - each Bank's Domestic Lending
Office(s), except in the case of a Eurodollar Loan, each Bank's Eurodollar
Lending Office(s).

ASSETS - with respect to any Person, all assets of such
Person, as determined in accordance with generally accepted accounting
principles.

ASSIGNMENT - see Section 16(a) hereof.

BALANCE SHEET DATE - September 30, 1993.

BANKS - see preamble.

BASE RATE - for any day, a fluctuating rate per annum
(rounded upwards, if necessary, to the next 1/8 of 1%) equal to the greater of
(a) the rate of interest announced from time to time by Continental at its head
office as its "reference rate," as in effect on such day, or (b) the Federal
Funds Effective Rate in effect on such day plus 1/2%. For purposes of this
Agreement, any change in the Base Rate due to a change in Continental's
"reference rate" shall be effective on the effective date of such change in
Continental's "reference rate". If Continental shall have determined (which
determination shall be conclusive absent manifest error) that it is

2
<PAGE> 9
unable to ascertain the Federal Funds Effective Rate for any reason, including,
without limitation, the inability or failure of Continental to obtain
sufficient quotes or publications in accordance with the terms hereof, the Base
Rate shall be Continental's "reference rate" as in effect at the applicable
time until the circumstances giving rise to such inability no longer exist.

BASE RATE LOAN - all or a portion of any Revolving Credit
Loans or Term Loan hereunder, the rate on which is calculated by reference to
the Adjusted Base Rate.

BASE RATE TERM LOAN - a Term Loan hereunder, the rate on
which is calculated by reference to the Adjusted Base Rate.

BORROWING - the borrowing of a Revolving Credit Loan
hereunder.

BORROWING DATE - the day on which a Revolving Credit Loan is
made or is to be made to the Company.

BUSINESS DAY - any day on which commercial banking
institutions in Boston, Massachusetts and Chicago, Illinois are open for the
transaction of banking business, and, if the applicable Business Day relates to
a Euro Rate, a day on which dealings are carried on in the Eurodollar interbank
market used for the determination of the Euro Rate by the Bank.

CAPITALIZED LEASE - a lease the obligations under which are
required to be capitalized and included in determining total liabilities in
accordance with Financial Accounting Standard No. 13 of the Financial
Accounting Standards Board as in effect on the Balance Sheet Date.

CASH - with respect to any Person, such Person's cash and
cash equivalents, as defined in accordance with generally accepted accounting
principles.

CASH FLOW - for any period and with respect to any Person,
the sum of (a) Cash Flow From Continuing Operations of such Person for such
period, PLUS (b) all Interest Charges of such Person for such period, PLUS
(c) all payments under Lease Obligations of such Person (other than payments in
respect of obligations under Capitalized Leases) for such period.

CASH FLOW FROM CONTINUING OPERATIONS - for any period and
with respect to any Person, cash flow from continuing operations of such Person
for such period, as determined in accordance with GAAP as in effect on the
Balance Sheet Date, LESS the aggregate amount of the cash portion of all
charges as extraordinary items of expense (if any) made during such period.

3
<PAGE> 10
CASH REQUIREMENTS - for any period and with respect to any
Person, the sum of (a) the amount of Interest Charges of such Person for such
period (but excluding imputed interest, accrued original issue discount and
interest payable in kind), plus (b) the amount of payments (excluding optional
prepayments) which were due under all Lease Obligations of such Person (other
than payments in respect of obligations under Capitalized Leases) for such
period, plus (c) the amount of all scheduled payments of principal on
long-term Indebtedness of such Person (including current maturities of
long-term Indebtedness) which are due and payable during such period pursuant
to any agreement or instrument to which such Person is a party relating to the
borrowing of money or the obtaining of credit (including any such principal
payments on Lease Obligations which are obligations in respect of Capitalized
Leases).

CODE - the Internal Revenue Code of 1986, as amended.

<TABLE>
COMMITMENT - in relation to any Bank, such Bank's commitment
to participate in the revolving credit facility provided under this Agreement
upon the terms and subject to the conditions of this Agreement up to and
including the amount set opposite its name below (such amount to be deemed
reduced by the amount of any reductions of such Bank's Commitment in accordance
with the terms of this Agreement), which Commitment shall, subject to the terms
of Section 4.16 and 5.1 hereof, terminate on the last day of the Revolver
Period.

<CAPTION>
Bank Commitment
---- ----------
<S> <C>
Continental Bank N.A. $30,000,000

National Westminster Bank USA $10,000,000

CoreStates Bank, N.A. $25,000,000

Bank of America National Trust $25,000,000
and Savings Association
</TABLE>

COMMITMENT PERCENTAGE(S) - with respect to each Bank, the
percentage set forth beside its name below (subject to adjustment permitted by
he terms hereof):

4
<PAGE> 11
<TABLE>
<CAPTION>
Bank Commitment Percentage
---- ---------------------
<S> <C>
Continental Bank N.A. 33.3%

National Westminster Bank USA 11.1%

CoreStates Bank, N.A. 27.8%

Bank of America National Trust 27.8%
and Savings Association
</TABLE>

COMMITMENT TERMINATION DATE - December 31, 1995 (as such date
may be extended pursuant to Section 4.16 hereof), or such earlier date as the
Commitment terminates or is terminated in accordance with the provisions of
this Agreement.

COMPLIANCE CERTIFICATE - see Section 9.2(a) hereof.

COMPANY - see preamble.

CONSENT OF GUARANTOR - see Section 6.8 hereof.

CONSOLIDATED OR CONSOLIDATED - with reference to each such
term, that term as applied to the accounts of the Person in question and its
Subsidiaries consolidated in accordance with generally accepted accounting
principles, after eliminating all intercompany items.

CONTINENTAL - see preamble.

CONTRIBUTION OF CAPITAL - an amount equal to the aggregate
net proceeds received by a Person from the issuance or in respect of its
capital stock or upon cancellation of its indebtedness by the holders thereof
in exchange for or in respect of capital stock of such Person.

CONTROLLED GROUP - all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, are treated as a single
employer under Section 414(b), 414(c) or 414(m) of the Code and Section
4001(a)(2) of ERISA.

CONVERT, CONVERSION, AND CONVERTED - refers to (i) the
conversion of Base Rate Loans or Eurodollar Loans to Loans of another Type, and
(ii) conversion of Revolving Credit Loans to Term Loans on the Term Conversion
Date.

DEFAULT(S) - see Section 11 hereof.

EFFECTIVE DATE - see Section 6 hereof.

5
<PAGE> 12
ENVIRONMENTAL MATTER(S) - a release of any Hazardous
Materials into the environment or the generation, treatment, storage or
disposal of any Hazardous Material.

ENVIRONMENTAL LAWS - all environmental, health and safety
laws, regulations, resolutions, and ordinances applicable to the Company or any
of its Subsidiaries or any of their respective assets or properties, including,
without limitation: (i) all regulations, resolutions, ordinances, decrees, and
other similar documents and instruments of all courts and governmental
authorities, bureaus and agencies, domestic and foreign, whether issued by
environmental regulatory agencies or otherwise, and (ii) all laws, regulations,
resolutions, ordinances and decrees relating to Environmental Matters.

ENVIRONMENTAL LIABILITY - any liability under any applicable
law for any release of a Hazardous Material caused by the seeping, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing of Hazardous Material into the
environment, and any liability for the costs of any clean-up or other remedial
action including, without limitation, costs arising out of security fencing,
alternative water supplies, temporary evacuation and housing and other
emergency assistance undertaken by any environmental regulatory body having
jurisdiction over the Company or any of its Subsidiaries to prevent or minimize
any actual or threatened release by the Company or any of its Subsidiaries of
any Hazardous Material into the environment.

ENVIRONMENTAL PROCEEDING - any judgment, action, proceeding
or investigation pending before any court or governmental authority, bureau or
agency, including, without limitation, any environmental regulatory body, with
respect to or threatened against or affecting the Company or any of its
Subsidiaries or relating to the assets or liabilities of any of them,
including, without limitation, in respect of any "facility" owned, leased or
operated by any of them under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, or under any state, local
or municipal statute, ordinance or regulation in respect thereof, in connection
with any release of any Hazardous Material into the environment, or with the
generation, storage or disposal of any Hazardous Material.

EQUIPMENT INDEBTEDNESS - with respect to any Person, all
Indebtedness of such Person except for Indebtedness secured by real property or
improvements thereon, but for purposes of such exception, only to the extent
that the amount of such excepted Indebtedness does not exceed the greater of
the cost or appraised value of such real property and improvements at the time
such excepted Indebtedness was incurred.

ERISA - means the Employee Retirement Income Security Act of
1974, as amended from time to time.

6
<PAGE> 13
EURO RATE - with respect to each Interest Period, the rate
per annum equal to the average (rounded upwards, if necessary, to the nearest
1/16 of 1%) of the rates per annum at which deposits in Dollars in immediately
available funds are offered to the Agent for delivery on the first day of the
applicable Interest Period in whatever Eurodollar interbank market may be
selected by the Agent, in its sole discretion, acting in good faith, at or
about 11:00 A.M., Chicago time, two Business Days prior to the first day of the
applicable Interest Period for a period equal to the period of such Interest
Period and in an amount substantially equal to the unpaid principal amount of
any Eurodollar Loan except as provided in Section 4.4(b) hereof.

EURODOLLAR LENDING OFFICE - with respect to any Bank other
than Continental, such office or affiliate of such Bank as that Bank may from
time to time specify in writing to the Agent and the Company as its "Eurodollar
Lending Office". With respect to Continental, Continental's head office, or
such other office or affiliate of Continental as Continental may, from time to
time, specify in writing to the Company as its "Eurodollar Lending Office".

EURODOLLAR LIABILITIES - has the meaning assigned to that
term in Regulation D of the Board of Governors of the Federal Reserve System,
as in effect from time to time.

EURODOLLAR LOAN - all or a portion of any Revolving Credit or
Term Loans, the interest rate on which is calculated by reference to the
Eurodollar Rate.

EURODOLLAR RATE - with respect to any Interest Period
applicable to each Eurodollar Loan, an interest rate per annum equal at all
times during the Interest Period to the sum of (i) the Euro Rate, plus (ii)
the Reserve Charge for such period, plus (iii) the Applicable Margin for such
period.

EURODOLLAR TERM LOANS - all or any portion of any Term Loans,
the interest rate on which is calculated by reference to the Eurodollar Rate.

EVENT(S) OF DEFAULT - see Section 11 hereof.

FEE LETTER AGREEMENT - the Fee Letter Agreement, dated as of
January 14, 1994, between the Company and Continental.

FEDERAL FUNDS EFFECTIVE RATE - for any day, a fluctuating
interest rate per annum equal for such day to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next-preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such

7
<PAGE> 14
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it. In the case of a day which is not a
Business Day, the Federal Funds Effective Rate for such day shall be the
Federal Funds Effective Rate for the next preceding Business Day. For purposes
of this Agreement and the Notes, each change in the Base Rate due to a change
in the Federal Funds Effective Rate shall take effect on the effective date of
such change in the Federal Funds Effective Rate.

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR GAAP - generally
accepted accounting principles which are (a) consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors as in effect on the Balance Sheet Date, (b) such that a certified
public accountant would, insofar as the use of accounting principles is
pertinent, be in a position to deliver an unqualified opinion as to financial
statements in which such principles as in effect on the Balance Sheet Date have
been properly applied, and (c) applied on a basis consistent with prior
periods, provided that for purposes of the financial statements required to be
delivered pursuant to Section 9.2 hereof and for purposes of the covenants in
Section 9.8 hereof, generally accepted accounting principles shall mean
generally accepted accounting principles in effect from time to time.

GUARANTY - see Section 14 hereof.

HAZARDOUS MATERIAL - any substance (i) the presence of which
requires or may hereafter require notification, investigation or remediation
under any federal, state or local statute, regulation, or rule, ordinance,
order, action or policy; (ii) which is or becomes defined as a "hazardous
waste", "hazardous material" or "hazardous substance" or "controlled industrial
waste" or "pollutant" or "contaminant" under any present or future federal,
state or local statute, regulation, rule or ordinance or amendments thereto
including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. section 9601 et sea.) and any
applicable local statutes and the regulations promulgated thereunder; (iii)
which is toxic, explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is or becomes regulated by
any governmental authority, agency, department, commission, board, agency or
instrumentality of the United States, any state of the United States, or any
political subdivision thereof; (iv) the presence of which would endanger the
public health or the environment; (v) without limitation, which contains
gasoline, diesel fuel or other petroleum hydrocarbons or volatile organic
compounds; (vi) without limitation, which contains polychlorinated biphenyls
(PCBs) or asbestos or urea formaldehyde foam insulation; or (vii) without
limitation, which contains or emits radioactive particles, waves or material,
including radon gas.

8
<PAGE> 15
INDEBTEDNESS - (a) the principal of all indebtedness (i) for
borrowed money or (ii) for the deferred purchase price of property unless the
price thereof was payable in full within twelve months from the date on which
the obligation was created or (iii) evidenced by notes, bonds or other
instruments, (b) all Lease Obligations and (c) all guaranties and other
contingent obligations in respect of the principal of Indebtedness of others;
PROVIDED, HOWEVER, that Indebtedness shall not include Subordinated
Indebtedness.

INDEPENDENT ACCOUNTANT - a firm of independent public
accountants of national reputation selected by the Company or by Parent which
is "independent" as that term is defined in Rule 2-01 of Regulation S-X
promulgated by the Securities and Exchange Commission.

INSTALLMENT AMOUNT - see Section 4.6 hereof.

INSTALLMENT PAYMENT DATE - see Section 3.1(c) hereof.

INTEREST CHARGES - for any period and with respect to any
Person, the expenses (net of any interest income earned during such period) of
such Person accrued for such period for interest (including, without
limitation, imputed interest, accrued original issue discount and interest
payable in kind) on all Indebtedness (including Indebtedness consisting of
Lease Obligations in respect of Capitalized Leases but excluding Indebtedness
consisting of Lease Obligations other than Capitalized Leases) and on all
Subordinated Indebtedness, determined in accordance with generally accepted
accounting principles.

INTEREST PAYMENT DATE - with respect to any Interest Period,
the last day of such Interest Period.

INTEREST PERIOD - initially, the period commencing on the
date a Revolving Credit Loan is made to the Company and ending one, two, three
or six months thereafter as the Company may select pursuant to Section 2.2
hereof; thereafter, each subsequent Interest Period shall begin on the last day
of the preceding Interest Period and shall end one, two, three or six months
thereafter as the Company may select pursuant to Section 4.4 hereof. The number
of days in each Interest Period and the particular day on which each Interest
Period ends and the next begins shall be fixed by the Agent in accordance with
the Agent's generally accepted practice in the applicable foreign currency
deposits market; PROVIDED that (i) any Interest Period which would otherwise
end on a day which is not a Business Day shall end, and the next Interest
Period shall commence, on the next preceding or the next succeeding day which
is a Business Day unless such Business Day falls in another calendar month, in
which case such preceding Business Day, (ii) any Interest Period which begins
on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month in which such Interest
Period ends) shall, subject to CLAUSES (III) and (iv) below,

9
<PAGE> 16
end on the last Business Day of a calendar month, (iii) any Interest Period
which begins prior to the Termination Date and which would otherwise end after
the Termination Date shall end on the Termination Date, and (iv) if any
Interest Period applicable to a Loan would, by virtue of CLAUSE (III) above,
be less than, in the case of a Eurodollar Loan, one month, such Loan shall be
made as a Base Rate Loan.

INTEREST PERIOD SELECTION NOTICE - see Section 4.4(a) hereof.

INVESTMENT - with respect to any Person, any loans, capital
contributions, advances, transfers of assets (other than transfers for fair
value as determined by the transferring Person in good faith) and any purchases
and other acquisitions for consideration of evidences of indebtedness, capital
stock or other securities. With respect to a parent corporation's investment
in a Consolidated Subsidiary, "Investment" shall also include any retained
earnings of such Subsidiary reflected on the Consolidated balance sheet of the
parent and its Subsidiaries.

INVESTMENT EARNINGS - with respect to any Person, at any date
as of which the amount thereof shall be determined, the amount of the net
earnings of all Subsidiaries of such Person, which would be set forth on an
income statement of such Person at such date as a result of such Person's
equity interest in such Subsidiaries, determined in accordance with generally
accepted accounting principles.

IRS - Internal Revenue Service.

LEASE OBLIGATION - with respect to any Person, all rental
obligations under leases of property (other than electronic data processing and
computer equipment and leases of office space by such Person) either (a) which
are Capitalized Leases, or (b) if not Capitalized Leases, which are leases of
equipment which had an initial term of more than three years (including any
renewal terms at the option of the lessor). The amount of Lease Obligations
shall be equal to the aggregate value of rentals payable (other than rentals
consisting of taxes, indemnities, maintenance items, replacements and other
similar charges which are in addition to the basic financial rent for the use
of the property) by the lessee thereof during the remaining term thereof,
including periods of renewal at the option of the lessor, discounted to present
value using the lessee's "incremental borrowing rate at the inception of the
lease" in accordance with Financial Accounting Standard No. 13 of the Financial
Accounting Standards Board in effect on the Balance Sheet Date.

LIABILITIES - with respect to any Person, an amount equal to
the sum (without duplication) of (a) all liabilities of such Person, as
determined as at the date as of which Liabilities are to be determined in
accordance with generally accepted accounting

10
<PAGE> 17
principles, plus (b) all Indebtedness of such Person as at the date as of
which Indebtedness is to be determined, plus (c) the aggregate amount of such
Person's reimbursement obligations in respect of letters of credit, minus (d)
the aggregate deferred income tax liability of such Person, minus (e) the
aggregate amount of Subordinated Indebtedness of such Person.

LIENS - see Section 10.1 hereof.

LOAN DOCUMENTS - the Original Credit Agreement, this
Agreement, the Notes, the Guaranty, the Consent of Guarantor, the Fee Letter
Agreement and such other documents as the parties thereto designate in writing
to be Loan Documents.

LOANS - collectively, the Revolving Credit Loans and Term
Loans made or to be made by the Banks to the Company upon the terms and subject
to the conditions contained in this Agreement and Loan means any one of such
Loans.

MAJORITY BANKS - at the time any determination thereof is to
be made, the Banks whose Commitments aggregate to at least 66% of the Total
Commitment, or, if the Total Commitment has been terminated (pursuant to the
terms of Section 11 hereof or otherwise), the holders of Notes evidencing at
least 66% of the aggregate unpaid principal amount of the Loans.

MAXIMUM RATE - see Section 4.15 hereof.

MOODY'S - Moody's Investors Services, Inc. or any successor
thereto performing the same function.

MULTI-EMPLOYER PLAN - a "Multi-employer Plan" as defined in
Section 4001(a)(3) of ERISA, and to which the Company or any member of a
Controlled Group of which the Company is a member is making or is obligated to
make, contributions or has made, or been obligated to make, contributions.

NET BOOK VALUE - with respect to Transportation Equipment of
any Person (a) in the case of Transportation Equipment owned by such Person and
leased by such Person as lessor under leases the rentals from which are carried
as a finance lease receivable on the balance sheet of the Person in question in
accordance with generally accepted accounting principles, the sum of (i) the
net amounts carried as receivables on the balance sheet of such Person in
respect of such leases, plus (ii) the residual value of all Transportation
Equipment subject to such leases, all computed in accordance with generally
accepted accounting principles, (b) in the case of other Transportation
Equipment owned by such Person, the initial cost of the Transportation
Equipment to such Person as carried on the balance sheet of such Person
depreciated by such person in accordance with generally accepted accounting
principles and in accordance with the depreciation schedule for such
Transportation Equipment set forth on

11
<PAGE> 18
SCHEDULE 9.12 attached hereto, (c) in the case of Transportation Equipment
leased by such Person as lessee under a Capitalized Lease the amount shown on
the asset side of the balance sheet of such Person in accordance with Financial
Accounting Standard No. 13 adopted by the Financial Accounting Standards Board,
as in effect on the Balance Sheet Date, in respect of such Transportation
Equipment, and (d) in the case of Transportation Equipment leased by a Person
as lessee under a lease which is not a Capitalized Lease but which is included
as a Lease Obligation under this Agreement, the amount of such Lease
Obligation.

NET EARNINGS AVAILABLE FOR INTEREST CHARGES - for any period
and with respect to any Person, an amount equal to the sum of (a) Net Income of
such Person for such period, plus (b) Interest Charges for such Person for
such period, plus (c) the aggregate amount of all taxes accrued with respect
to such period by such Person as determined in accordance with generally
accepted accounting principles.

NET INCOME - the net income or loss, as the case may be, of a
Person for any period as determined in accordance with generally accepted
accounting principles, after eliminating all extraordinary items of income.

NET WORTH - with respect to any Person, at any date as of
which the amount thereof shall be determined, the sum of the following amounts
which would be set forth on a balance sheet of such Person at such date,
determined in each case in accordance with generally accepted accounting
principles: (a) the par value (or values stated on the books of such Person) of
the capital stock of all classes of such Person other than capital stock held
in the treasury of such Person, PLUS (b) the amount of the surplus, whether
capital or earned, of such Person, PLUS (c) Subordinated Indebtedness of such
Person, LESS (d) the amount which would be carried in the asset side of such
balance sheet of such Person in respect of goodwill, trade names, trademarks,
patents, unamortized debt issuance expense and other intangibles, less (e) any
increase in the net book value of fixed assets arising from a revaluation
thereof after September 30, 1993. For purposes of computation of the Net Worth
of the Company for the covenants set forth in Sections 10.2 and 10.4 hereof,
there shall also be deducted (i) that amount, if any, by which the aggregate
amount of net inter- company loans ("Inter-Company Advances") from the Company
to its Subsidiaries, to the Parent, to Subsidiaries of the Parent and to any
affiliates of the Company or the Parent which are outstanding on such date of
determination exceeds $40,000,000, and (ii) that amount, if any, by which the
aggregate amount of Investments (other than Inter-Company Advances) of the
Company in its Subsidiaries, in the Parent, in Subsidiaries of the Parent and
in any affiliates of the Company or the Parent which are outstanding on such
date of determination exceeds an amount equal to $120,000,000 PLUS the amount
of any increase in or minus the amount of any decrease in the aggregate

12
<PAGE> 19
amount of Investments (if any) of the Company which is a result of changes in
the retained earnings of Subsidiaries of the Company since December 31, 1992
(as reflected on the Consolidated balance sheet of the Company and its
Subsidiaries); PROVIDED, HOWEVER, Inter-Company Advances or Investments (as
measured by the lesser of their cost or fair market value) in capital stock or
debt instruments of the Parent of a class which is publicly traded on a
nationally recognized market and as to which there is an active trading market
on the date of determination up to an aggregate amount of $10,000,000 shall not
be included as Inter-Company Advances or Investments in computing the amounts
described in clauses (i) or (ii) of this sentence.

NON USE FEE - see Section 5.2 hereof.

NOTES - collectively, the Revolving Credit Notes and the Term
Notes.

NOTICE OF BORROWING - see Section 2.2 hereof.

NOTICE OF CONVERSION - see Section 4.1 hereof.

OBLIGATIONS - all unsatisfied indebtedness, obligations and
liabilities to the Banks of the Company arising or incurred under this
Agreement or in respect of the Loans made and any notes or other instruments at
any time evidencing any of the foregoing, whether such be direct or indirect,
joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise.

ORIGINAL CREDIT AGREEMENT - see preamble.

OTHER TAXES - see Section 4.10(b) hereof.

PARENT - XTRA Corporation, a Delaware corporation.

PBGC - the Pension Benefit Guaranty Corporation created by
Section 4002 of ERISA and any successor entities having similar
responsibilities.

PERSON - any individual, corporation (including a business
trust), partnership, trust, unincorporated association, joint stock company or
other legal entity or organization and any government or agency or political
subdivision thereof.

PLAN - at any time an employee pension benefit plan as
defined in Section 3(2) of ERISA (including Multi-employer Plans) and is
either: (i) maintained by the Company or any member of the Controlled Group for
employees of the Company or by the Company for any other member of such
Controlled Group, or (ii) maintained pursuant to a collective bargaining
agreement or any other arrangement under which more than one employer makes
contributions and to which the Company or any member of the Controlled Group is

13
<PAGE> 20
then making or accruing an obligation to make contributions or has within the
preceding five plan years made contributions.

PREPAYMENT DATE - in relation to prepayment of Loans
hereunder pursuant to the terms of Section 4.7 hereof, the date on which such
prepayment is made or to be made.

PURCHASE MONEY EQUIPMENT INDEBTEDNESS - with respect to any
Person, all Indebtedness of such Person which is Secured Equipment Indebtedness
and which is incurred to finance the purchase of Transportation Equipment if
such Indebtedness (a) shall have been incurred within 180 days of the
acquisition of such Transportation Equipment by the Person whose Purchase Money
Equipment Indebtedness is being determined and (b) does not exceed in principal
amount the initial cost of such Transportation Equipment and shall include all
extensions, renewals and refinancings of such Indebtedness not in excess of the
principal amount thereof outstanding immediately prior to such extension,
renewal or refinancing. The initial cost of Transportation Equipment may
include, in addition to the purchase price thereof and the purchase price of
all accessories and equipment installed thereon, all freight, delivery and
handling charges, excise, sales and use taxes and all other amounts which may
be capitalized and included in the cost of the equipment under generally
accepted accounting principles.

REEMPLOYMENT PERIOD - see Section 4.6 hereof.

REGULATION D - Regulation D of the Board of Governors of the
Federal Reserve System and any successor regulation, in each case, as in effect
from time to time.

RESERVE CHARGE - with respect to any Interest Period for any
Eurodollar Loans, the reserve charge (which may be zero) on each Eurodollar
Loan for the Interest Period thereof, calculated at an annual rate equal to the
difference of (i) a fraction, the numerator of which is the Euro Rate
(expressed as a decimal) and the denominator of which is one minus the Reserve
Rate, MINUS (ii) the Euro Rate (as so expressed).

RESERVE RATE - with respect to any Eurodollar Loan for any
Interest Period, a percentage (expressed as a decimal) equal to the daily
average during such Interest Period of the percentages in effect on each day of
such Interest Period, as prescribed by the Federal Reserve Board, for
determining the aggregate maximum reserve requirements (including all basic,
supplemental, marginal and other reserves) applicable to "Eurocurrency
liabilities" pursuant to Regulation D or any other then applicable regulation
of the Federal Reserve Board which prescribes reserve requirements applicable
to "Eurocurrency liabilities," as presently defined in Regulation D. Without
limiting the effect of the foregoing, the Reserve Rate shall

14
<PAGE> 21
reflect any other reserves required to be maintained by the Agent against (i)
any category of liabilities that includes deposits by reference to which the
Euro Rate or Eurodollar Rate is to be determined, or (ii) any category of
extensions of credit or other assets that includes Eurodollar Loans. For
purposes of this Agreement, any Eurodollar Loans hereunder shall be deemed to
be "Eurocurrency liabilities," as defined in Regulation D, and, as such, shall
be deemed to be subject to such reserve requirements without the benefit of, or
credit for, proration, exceptions or offsets which may be available to the
Agent or the Banks from time to time under Regulation D.

RESTRICTED PAYMENT - with respect to any Person, any payment
in cash, property, or other assets upon or in respect of any shares of any
class of capital stock of the Company or Parent, including but not limited to,
payments as dividends and payments for repurchasing any class of capital stock
or making any other distribution in respect of any such shares of stock,
excluding, however, any dividends which may be payable solely in common stock.

REVOLVER PERIOD - the period commencing on the date hereof
and ending on December 31, 1995, subject to extension pursuant to Section 4.16
hereof.

REVOLVING CREDIT LOANS - any Loan made pursuant to Section 2
hereof.

REVOLVING CREDIT NOTES - see Section 2.3 hereof.

S&P - Standard & Poors Corporation or any successor thereto
performing the same function.

SECURED EQUIPMENT INDEBTEDNESS - with respect to any Person,
all Indebtedness which is secured by any Lien on Transportation Equipment or on
leases of any such Transportation Equipment by the owner thereof and includes
all Lease Obligations. Transportation Equipment which is subject to a lease or
contract which is included as a Lease Obligation is deemed to secure the
Indebtedness evidenced thereby.

SECURED INDEBTEDNESS - with respect to any Person, all
Indebtedness which is secured by any Lien on any Asset of such Person or on
leases of any such Assets by the owner thereof and includes all Lease
Obligations of such Person.

SECURITY TRUSTEE - see Section 10.1 hereof.

SUBORDINATED INDEBTEDNESS - as of any date of determination
thereof, that portion of Indebtedness of the Company or Parent which (i) does
not in the aggregate exceed an amount equal to 30% of the sum of the amounts
referred to in clauses (a) and (b) MINUS the amounts referred to in clauses
(d) and (e) as set forth in the

15
<PAGE> 22
definition of Net Worth, and (ii) is expressly subordinated to the payment and
performance of the Obligations upon substantially the terms set forth in
SCHEDULE 1.2 attached hereto, and (iii) is not due and payable within three
(3) years of such date of determination.

SUBSIDIARY - with respect to the Company or Parent, a
corporation more than fifty percent (50%) of the voting stock of which is owned
by the Company or Parent and/or one or more Subsidiaries of the Company or
Parent.

TAXES - see Section 4.10(a) hereof.

TERM CONVERSION DATE - see Section 2.1 hereof.

TERM LOAN - see Section 3.1 hereof.

TERM LOAN NOTICE - see Section 3.1(b) hereof.

TERM NOTE - see Section 3.1(c) hereof.

TERM PERIOD - the period commencing on the first day
following the last day of the Revolver Period and ending on the Termination
Date.

TERMINATION DATE - December 31, 2000, subject to extension by
a period of time equal to the number of days that the Revolver Period is
extended pursuant to Section 4.16 hereof.

TOTAL COMMITMENT - the aggregate Commitments of the Banks at
any time of determination thereof.

TRANSPORTATION EQUIPMENT - containers, trucks, tractors,
trailers, chassis, cranes, portable ramps, lifting equipment, railroad rolling
stock, modular office units and mobile office trailers, and includes all
accessories and attachments thereto.

TYPE OF LOAN - any Loan bearing interest at the Eurodollar
Rate or Adjusted Base Rate, as the case may be.

WELFARE PLAN - with respect to the Company or any member of a
Controlled Group in which the Company is a member, at any time, an employee
welfare benefit plan as defined in Section 3(1) of ERISA that is maintained for
the employees of the Company or any member of a Controlled Group of which the
Company is a member.

2. THE REVOLVING CREDIT LOANS.

2.1 COMMITMENT TO MAKE REVOLVING CREDIT LOANS.
Upon the terms and subject to the conditions set forth in this Agreement, the
Banks, in accordance with their respective Commitment Percentages, hereby
severally agree to make Revolving Credit Loans to the Company from time to time
on any Business Day during the period

16
<PAGE> 23
from the date hereof to the date the Total Commitment shall terminate (the
"Term Conversion Date") as requested by the Company in an aggregate amount
outstanding at any time not to exceed the amount of the Total Commitment. In no
event shall the aggregate outstanding principal balance of all Revolving Credit
Loans exceed the Total Commitment in effect at any one time. Each Borrowing
shall be in a minimum amount of $1,000,000 or some greater integral multiple of
$1,000,000. Subject to the terms of this Agreement, the Company may borrow,
prepay pursuant to Section 4.7 and reborrow under this Section 2.1.

2.2 MAKING THE REVOLVING CREDIT LOANS. (a) (i)
Each Borrowing of a Revolving Credit Loan under this Section 2 shall be made on
notice given to the Agent from the Company not later than 11:00 A.M. (Chicago
time) (1) on the date of the proposed Borrowing in the case of a proposed
Borrowing comprised of Base Rate Loans, and (2) on the third Business Day prior
to the date of the proposed Borrowing in the case of a proposed Borrowing of
Eurodollar Loans. Each such notice of a Borrowing (a "Notice of Borrowing")
shall be by telephone, telex or cable, in each case confirmed immediately in
the manner specified in Section 24 by the Company specifying therein (A) the
requested date of such Borrowing, (B) the requested Type of Revolving Credit
Loan comprising such Borrowing, (C) in the case of a Borrowing comprised of a
Eurodollar Loan, the initial Interest Period for such Loan, and (D) the amount
of such Borrowing. Notwithstanding anything to the contrary herein, the
obligation of the Banks to make any and all Revolving Credit Loans hereunder is
subject to the terms of Sections 4.4 and 4.5.

(ii) A Notice of Borrowing with respect to a
Eurodollar Loan shall be irrevocable and binding on the Company.

(b) If after giving a Notice of Borrowing the
Company fails to borrow any Eurodollar Loan on the date specified in such
Notice of Borrowing, the Company shall indemnify the Banks against any loss or
expense incurred by the Banks as a result of such failure, including, without
limitation, any loss or expense incurred by the Banks as a result of such
failure including, without limitation, any loss or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by the
Banks to fund or maintain a Loan to be made by the Banks, including, without
limitation, compensation as provided for in Section 4.6.

2.3 PROMISSORY NOTES. (a) The Indebtedness of
the Company resulting from the Revolving Credit Loans made to the Company shall
be evidenced by separate promissory notes (the "Revolving Credit Notes")
executed and delivered by the Company to each of the Banks on the date of this
Agreement in substantially the form of EXHIBIT A attached hereto,
representing the obligation of the Company to pay the applicable Bank an amount
equal to the Total Commitment (as in effect on the date hereof), or, if less,
the

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<PAGE> 24
aggregate unpaid principal amount of all Revolving Credit Loans made by the
Banks to the Company hereunder, plus interest accrued thereon.

(b) All Revolving Credit Loans made to the
Company by the Banks shall be recorded by the Banks on the Revolving Credit
Notes and all payments made on account of principal thereof shall be similarly
recorded. Any failure of a Bank or the Agent to record a transaction in a
timely fashion shall not affect or impair the validity of any Obligation.

2.4 FUNDING OF REVOLVING CREDIT LOANS. Not
later than 11:00 A.M. (Chicago time) on the Borrowing Date for any Revolving
Credit Loan specified in the applicable Notice of Borrowing received by the
Agent as set forth in Section 2.2, each of the Banks will make available to the
Agent, in immediately available funds, such Bank's Commitment Percentage of the
Revolving Credit Loan to be loaned by it on such Borrowing Date at the Agent's
head office. Upon receipt from the applicable Bank of the amount of its
Revolving Credit Loan, and subject to the provisions of Section 2.1 and upon
fulfillment of the applicable conditions of Section 7, the Agent shall make
available to the Company, in immediately available funds, the amount of funds
so specified in the applicable Notice of Borrowing at the Agent's head office.

3. TERM LOANS.

3.1 TERM CONVERSION DATE; TERM LOANS. (a)
Subject to the terms conditions of this Agreement, and upon execution and
delivery of the Term Notes, all outstanding Revolving Credit Loans shall
automatically Convert into a Term Loan in an amount equal to the amount of the
Revolving Credit Loans outstanding (a "Term Loan") on the Term Conversion Date.

(b) The Company shall give the Agent irrevocable
notice (which must be received by the Agent prior to 11:00 A.M. (Chicago time)
five Business Days prior to the Term Conversion Date) requesting that the Banks
make the Term Loan on the Term Conversion Date. Such notice shall specify: (i)
the amount of the Revolving Credit Loans outstanding and the amount thereof
being requested to be converted into a Term Loan, (ii) the requested Type of
Term Loan, and (iii) the length of the initial Interest Period in the case of a
Eurodollar Rate Term Loan (the "Term Loan Notice"). Such Term Loan Notice shall
be by telephone, telex or cable, in each case confirmed immediately in the
manner provided in Section 24, by the Company. Promptly upon receipt of the
Term Loan Notice, the Agent shall notify each of the Banks thereof.

(c) The obligation of the Company to pay the Term
Loan and to pay interest thereon and other sums which may be payable with
respect thereto shall be evidenced by separate promissory notes (the "Term
Notes") substantially in the form of EXHIBIT B attached hereto, appropriately
completed in accordance with this Section

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<PAGE> 25
3.1(c), payable to the order of each of the Banks. Each Term Note shall be in
the principal amount equal to the payee-Bank's Commitment Percentage (as in
effect on the Term Conversion Date) multiplied by the principal amount of the
Term Loan, and shall be dated the Term Conversion Date. The Term Loan shall be
payable in twenty (20) consecutive, substantially equal quarterly installments
of principal, due and payable on the last Business Day of each three-month
period following the Term Conversion Date (each an "Installment Payment Date")
with a final maturity on the Termination Date, PROVIDED, that the last such
installment shall in any case be in the amount necessary to repay in full the
outstanding principal amount of the Term Loan, plus all accrued and unpaid
interest thereon.

(d) On the Term Conversion Date, the Company
shall pay to the Agent any accrued and unpaid fees payable to the Agent for the
account of the Banks pursuant to Sections 5.2 hereunder.

(e) Notwithstanding any provision to the contrary
contained herein, if on the Term Conversion Date the outstanding Revolving
Credit Loans are not Converted to the Term Loan pursuant to the terms of
Section 4 hereof, the Revolving Credit Loans, plus all accrued and unpaid
interest thereon shall be due and payable on the Term Conversion Date.

4. CONVERSION, INTEREST, PAYMENTS AND COSTS.

4.1 CONVERSION OF LOANS. Subject to the terms
and conditions of this Agreement, notice given to the Agent not later than
11:00 A.M. (Chicago time) (a) in the case of Conversions into Base Rate Loans
on the date of the proposed Conversion and (b) in the case of Conversions into
Eurodollar Loans on the third Business Day prior to the date of the proposed
Conversion, the Company may Convert, on any Business Day, Loans of one Type
made to the Company into Loans of another Type, PROVIDED, HOWEVER, that any
Conversion of Eurodollar Loans may be made only on the last day of the
respective Interest Period for such Loans. Each such notice of Conversion (a
"Notice of Conversion") shall, within the restrictions specified above, specify
(i) the date of such Conversion, (ii) the Loans to be Converted, and (iii) if
such Conversion is to Eurodollar Loans, the duration of the initial Interest
Period for such Loans. Each Notice of Conversion with respect to a Eurodollar
Rate Loan shall be irrevocable and binding on the Company.

4.2 INTEREST. The Company shall pay interest on
the unpaid principal amount of each Revolving Credit Loan from the date of such
Revolving Credit Loan until the Term Conversion Date, and on each Term Loan
from the Term Conversion Date until such principal amount is paid in full, at
such interest rates, and payable at such times as follows:

(a) on Base Rate Loans, at the Adjusted Base
Rate, such interest to be payable quarterly in arrears on the last day of

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<PAGE> 26
each December, March, June and September and on the Term Conversion Date and on
the date the Base Rate Term Loans shall be paid in full; and

(b) on Eurodollar Loans, at the Eurodollar Rate,
such interest to be payable on each Interest Payment Date, PROVIDED THAT if
the duration of any such Interest Period is longer than three months, the
Company shall pay the accrued interest on the last Business Day of each
successive three-month period within such Interest Period and on the Interest
Payment Date relating thereto.

4.3 OVERDUE PRINCIPAL AND INTEREST. Any amount
of principal of any Loan which is not paid when due (whether at stated
maturity, by acceleration or otherwise) and, to the extent permitted by law,
any amount of interest on any Loan which is not paid when due, shall bear
interest from the date on which such amount shall have become due and payable
by the Company until payment in full (whether before or after judgment),
payable on demand, at a rate equal to 2% per annum above the rate of interest
then applicable to such Loan.

4.4 INTEREST PERIOD SELECTION; ALTERNATIVE
INTEREST RATES. (a) Subject to Section 4.4(b) hereof, the Company shall have
the option to select Interest Periods (i) in accordance with Section 2.2 with
respect to the duration of the initial Interest Period of Revolving Credit
Loans; (ii) in accordance with Section 4.1 with respect to the duration of a
Converted Loan; and (iii) in accordance with Section 3.1 with respect to the
duration of initial Term Loans. As to subsequent Interest Periods applicable to
such Loans, the Company may select the duration of the Interest Period by
giving notice (each an "Interest Period Selection Notice") to the Agent on the
third Business Day prior to the first day of such subsequent Interest Period in
the case of Eurodollar Loans. If no such notice is received with respect to an
outstanding Loan, the Company shall be deemed to have elected to Convert the
Loan into a Base Rate Loan.

(b) The Company's ability to select Interest
Periods shall be limited to the extent necessary to insure that on any
Installment Payment Date, the aggregate principal amount of Base Rate Loans
then outstanding and the Eurodollar Loans then coming due on such date shall
equal or exceed the principal installment then due on such Installment Payment
Date.

(c) In the event the Agent shall reasonably and
in good faith determine that, by reason of circumstances affecting the
applicable Eurodollar interbank market, adequate and reasonable methods do not
exist for ascertaining the Euro Rate which would otherwise be applicable during
any Interest Period, the Agent shall forthwith give notice to the Company and
the Banks of such determination as soon as the Agent has made such
determination (which shall be conclusive and binding on the Company and the
Banks). In

20
<PAGE> 27
such event: (i) any Notice of Borrowing, Notice of Conversion or Term Loan
Notice with respect to any Eurodollar Loan shall be automatically converted
into a request for a Base Rate Loan; (ii) each Eurodollar Loan will
automatically, on the last day of the then current Interest Period thereof,
Convert into a Base Rate Loan; and (iii) the obligations of the Banks to make
Eurodollar Loans shall be suspended until the Agent determines that the
circumstances giving rise to such suspension no longer exist, whereupon the
Agent shall promptly notify the Company and the Banks.

4.5 ILLEGALITY OR IMPOSSIBILITY. Notwithstanding
any other provision of this Agreement, (a) if the introduction of or any change
in any law or regulation (or change in the interpretation thereof) applicable
to any Bank or its Eurodollar Lending Office shall make it unlawful, or any
central bank or other governmental authority having jurisdiction over such Bank
or its Eurodollar Lending Office shall assert that it is unlawful, for such
Bank or its Eurodollar Lending Office to perform its obligations hereunder to
make Eurodollar Loans to the Company or to continue to fund or maintain
Eurodollar Loans to the Company hereunder or (b) if the Majority Banks
determine after making all reasonable efforts, that deposits of the relevant
amount and for the relevant Interest Period for Eurodollar Loans to the Company
are not available to such Banks in the relevant Eurodollar interbank market,
then, on notice thereof by such Banks to the Agent and the Company, (i) the
obligation of the Banks to the Company to make Eurodollar Loans and to Convert
Loans into Eurodollar Loans shall terminate, and (ii) if it shall be unlawful
for any Bank to continue to fund or maintain any outstanding Eurodollar Loan,
within five Business Days after such Bank gives such notice of the unlawfulness
of the funding or maintaining of such Loan, the Company shall prepay in full
all such Eurodollar Loans then outstanding, together with interest accrued
thereon, unless the Company elects to Convert all its outstanding Eurodollar
Loans to Loans of another Type.

4.6 INDEMNIFICATION. If, due to payments or
Conversions to Types of Loans made by the Company pursuant to this Agreement or
due to acceleration of the maturity of the Loans pursuant to Section 11 or due
to any other reason, including, without limitation, the events specified in
Section 4.5, a Bank receives payments of principal of a Eurodollar Rate Loan,
or is subject to Conversion of a Eurodollar Rate Loan into another Base Rate
Loan other than on the last day of an Interest Period relating thereto, or the
Company fails to borrow or Convert (as the case may be) any amount after an
irrevocable request therefor, the Company shall, upon demand by such Bank, pay
to such Bank any amounts required to compensate such Bank for any losses, costs
or expenses which it may reasonably incur as a result of such payment,
Conversion or failure to borrow, as the case may be, including, without
limitation, any loss, costs or expenses incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Bank to fund

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<PAGE> 28
or maintain such Loans. Such compensation shall include, without limitation, an
amount calculated as follows:

(i) First, such Bank shall determine the amount
by which (A) the total amount of interest which would have
otherwise accrued hereunder (calculated at the rate of
interest otherwise in effect LESS the Applicable Margin) on
each installment of principal so paid or not borrowed, during
the period beginning on the date of such payment or failure to
borrow and ending on the date such installment would have been
due (the "Reemployment Period"), exceeds (B) the total amount
of interest which would accrue, during the Reemployment
Period, on any readily marketable bond or other obligation of
the United States of America designated by such Bank in its
sole discretion at or about the time of such payment, such
bond or other obligation of the United States of America to be
in an amount equal (as nearly as may be) to the amount of
principal so paid or not borrowed and to have a maturity
comparable to the Reemployment Period, and the interest to
accrue thereon to take account of amortization of any discount
from par or accretion of premium above par at which the same
is selling at the time of designation. Each such amount is
hereafter referred to as an "Installment Amount".

(ii) Second, each Installment Amount shall be
treated as payable as of the date on which the related
principal installment would have been payable by the Company
had such principal installment not been prepaid or not
borrowed.

(iii) Third, the amount to be paid on each such date
shall be the present value of the Installment Amount
determined by discounting the amount thereof from the date on
which such Installment Amount is to be treated as payable, at
the same annual interest rate as that payable upon the bond or
other obligation of the United States of America designated as
aforesaid by such Bank.

4.7 PREPAYMENTS. (a) The Company may, on any
Business Day, upon written notice given by the Company to the Agent not less
than (x) three days prior to the proposed Prepayment Date in the case of a
prepayment of Eurodollar Loans, and (y) one day prior to the proposed
Prepayment Date in the case of a prepayment of Base Rate Loans, prepay the
outstanding aggregate principal amount of a Type of Loan extended to the
Company, in whole at any time, or ratably part from time to time, with accrued
interest to the date of such prepayment on the principal amount prepaid;
PROVIDED, HOWEVER, that: (i) each partial prepayment shall be in a minimum
amount of $1,000,000 or some greater integral multiple of 1,000,000 or any
lesser amount which prepays in full the outstanding principal amount of such
Type of Loan, and (ii) if any such prepayment of Eurodollar Rate Loans shall be
made on any day other than the last day of any

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<PAGE> 29
Interest period applicable thereto, the Company shall indemnify the Banks as
provided in Section 4.6.

(b) Each partial prepayment of principal of the
Term Loans shall be applied to an installment or installments of principal of
the Term Loans in the inverse order of their maturity.

(c) If, at any time, the aggregate principal
amount of all Loans then outstanding exceeds the Total Commitment then in
effect, the Company shall immediately prepay an aggregate principal amount of
such Loans to the Agent, for the account of the Banks in proportion to the then
outstanding principal amount of each Bank's Loans, in an amount at least equal
to such excess, with accrued interest to the date of the prepayment on the
principal amount prepaid. Notwithstanding the foregoing, at no time shall the
Company request a Revolving Credit Loan or Revolving Credit Loans which, if
consummated, would cause the aggregate principal amount of all Revolving Credit
Loans then outstanding (and after giving effect to the refinancing of any
Revolving Credit Loan with any other Revolving Credit Loan) to exceed the Total
Commitment then in effect.

4.8 PAYMENTS AND COMPUTATIONS. (a) The Company
shall make each payment to be made by it hereunder not later than 12:00 noon
Chicago time on the day when due in lawful money of the United States of
America to the Agent, at its address set forth in Section 24 in immediately
available funds. Promptly after receipt the Agent will cause to be distributed
like funds relating to the payment of principal or interest in respect of
Revolving Credit Loans, the Term Loans or fees (other than fees to be retained
by the Agent for its own account pursuant to the terms of this Agreement)
ratably to the Banks, in accordance with their applicable shares of such
payments, for the account of the respective Applicable Lending Offices, and
like funds relating to the payment of any other amounts payable to any Bank
separately to such Person for the account of its Applicable Lending Office, in
each case to be applied in accordance with the terms of this Agreement. The
Agent shall be entitled to debit any general account of the Company with the
Agent in the amount of any payment to be made by the Company when due in order
to effect timely payment thereof; PROVIDED, HOWEVER, that, the Agent shall
promptly notify the Company that its account has been so debited.

(b) Except for computations of interest on Base
Rate Loans and fees (which shall be made on the basis of a year of 365 or 366
days, as the case may be), all computations hereunder shall be made by the
Agent on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) elapsed. The outstanding
amount of the Loans as reflected on the Agent's records from time to time shall
be presumed to be correct and binding on the Company unless within ten (10)
days after receipt by the Company of any notice from the Agent of such
outstanding amount, the Company notifies the Agent to the contrary.

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<PAGE> 30
(c) Any change in the rate of interest payable
hereunder resulting from a change in the Base Rate shall become effective as of
the opening of business on the day on which such change in the Base Rate
becomes effective. The Agent will promptly notify the Company and the Banks of
each change in the Base Rate. Any change in the rate of interest payable
hereunder resulting from a change in the Consolidated Leverage Ratio shall
become effective retroactive to the end of the fiscal quarter for which the
Compliance Certificate reflecting such change is furnished to the Agent.

(d) Each determination of an interest rate by the
Agent pursuant to this Agreement shall be conclusive and binding on the Company
and the Banks in the absence of manifest error.

(e) Whenever any payment to be made hereunder
shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day (except as provided in the
definition of Interest Period), and such extension of time shall in such case
be included in the computation of any payment of interest or fees, as the case
may be.

4.9 PAYMENT TO BE FREE OF DEDUCTIONS. All
payments by the Company hereunder shall be made without set-off or counterclaim
and free and clear of and without deduction unless the Company is required by
law to make such deductions. If any such obligation is imposed upon the
Company with respect to any amount payable by it hereunder, it will pay to each
affected Bank, on the date on which such amount becomes due and payable
hereunder, such additional amount as shall be necessary to enable such Bank to
receive the same net amount which it would have received on such due date had
no such obligation been imposed upon the Company.

4.10 TAXES. (a) Any and all payments by the
Company hereunder and under the Fee Letter Agreement, including principal,
interest, the Non Use Fee, and any other payments hereunder, shall be made free
and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, EXCLUDING, in the case of a Bank, taxes imposed on its net
income and franchise taxes imposed on it except in a jurisdiction in which such
Bank is not doing any business except making loans to the Company hereunder
(all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes"). If the
Company shall be required by law to deduct any Taxes from or in respect of any
sum payable hereunder to a Bank or the Agent, (i) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
4.10) such Bank receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Company shall make such deductions and
(iii) the Company shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with

24
<PAGE> 31
applicable law. Each Bank agrees that if, after the payment by the Company of
any such additional amount, any amount identifiable as a part thereof is
subsequently recovered or used as a credit by such Bank, such Bank shall
reimburse the Company to the extent of the amount so recovered or used. A
certificate of any officer of such Bank setting forth the amount of such Tax or
recovery or use and the basis therefor shall, in the absence of manifest error,
be conclusive. The provisions of the first sentence and clause (ii) of the
second sentence of this SECTION 4.10(A) shall not apply to any Bank which
fails to comply with the provisions of SECTION 15.10 hereof.

(b) In addition, the Company agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, or any Federal, state or local tax or charges or similar levies payable
in respect of the issuance of the Notes, EXCLUDING taxes imposed on a Bank by
the jurisdiction under the laws of which such Bank is organized or any
political subdivision thereof and, in the case of a Bank, taxes imposed on its
net income and franchise taxes imposed on it which arise from any payment made
by it hereunder or from the execution, delivery or registration of, or
otherwise with respect to this Agreement (hereinafter referred to as "Other
Taxes") except in a jurisdiction in which such Bank is not doing any business
except making loans to the Company hereunder.

(c) The Company will indemnify each Bank and the
Agent on demand for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable by the Company under this Section 4.10) paid by such Bank or any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto whether or not such Taxes or Other Taxes were correctly or
legally asserted, provided, that the Company shall have the right to contest,
reasonably and in good faith to the appropriate governmental authorities,
whether such Taxes or Other Taxes were correctly or legally asserted if the
Company has set as aside on its books provisions reasonably adequate for the
payment of such Taxes or Other Taxes. Such Bank shall promptly notify the
Company of Taxes or Other Taxes or the filing of a tax return which creates
liability for Taxes or Other Taxes for which the Company has an obligation of
indemnification hereunder.

(d) Within 30 days after the date of any payment
of Taxes by the Company, the Company will furnish to each Bank, at its
respective address referred to in Section 24 hereof, the original or a
certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any
other agreement of the Company hereunder, the agreements and obligations of the
Company contained in this Section 4.10 shall survive the payment in full of
principal and interest hereunder.

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<PAGE> 32
4.11 ADDITIONAL AMOUNTS PAYABLE ON ACCOUNT OF
CREDIT FACILITIES. If any Bank shall have determined that any present or future
applicable law, rule, regulation, guideline, directive or request (whether or
not having force of law) regarding capital requirements for banks or bank
holding companies, or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by such Bank with any of the foregoing, imposes or increases a
requirement by such Bank to allocate capital resources to such Bank's
commitment to make, or to such Bank's maintenance of, loans hereunder, which
has or would have the effect of reducing the return on such Bank's capital to a
level below that which such Bank could have achieved (taking into consideration
the Bank's then existing policies with respect to capital adequacy and assuming
full utilization of such Bank's capital) but for such applicability, change,
interpretation, administration or compliance, by any amount deemed by such Bank
to be material, such Bank shall promptly after its determination of such
occurrence give notice to the Company of (i) the occurrence thereof, and (ii)
the additional amount payable by the Company which in such Bank's reasonable
determination will compensate such Bank for such reduction and, subject to the
further terms of this paragraph, such amount shall be due and payable by the
Company to such Bank at the time of such notice. If, at the time of notice to
the Company that amounts are due under this Section 4.11, the Company and such
Bank disagree as to the amounts payable, then the Company and such Bank shall
thereafter attempt to negotiate in good faith an adjustment to the compensation
payable hereunder which will adequately compensate such Bank for such
reduction. If the Company and such Bank are unable to agree to such adjustment,
then, unless the Total Commitment shall have been terminated and any amount on
which adjustments are to be made under this Section 4.11 have been prepaid in
full, as the case may be, commencing on the thirty first day following such
notice (but not earlier than the effective date of any such applicability,
change, interpretation, administration or compliance), the fees payable
hereunder shall increase by an amount which will, in such Bank's reasonable
determination, compensate such Bank for such reduction, such Bank's
determination of such amount to be conclusive and binding on the Company,
absent manifest error. In determining such amount, such Bank may use any
reasonable methods of averaging, allocating or attributing such reduction among
its customers.

4.12 ADDITIONAL COSTS AND EXPENSES; RESERVE
REQUIREMENTS. (a) Anything herein to the contrary notwithstanding, if any
present or future applicable law (which expression, as used herein, includes
statutes, rules and regulations thereunder and interpretations thereof by any
competent court or by any governmental or other regulatory body or official
charged with the administration or the interpretation thereof and requests,
directives, instructions and notices at any time or from time to time hereafter
made upon or otherwise issued to any Bank by any central bank or other fiscal,

26
<PAGE> 33
monetary or other authority, whether or not having the force of law) shall:

(i) impose or increase or render applicable any
special deposit or reserve or similar requirements (whether or
not having the force of law and which are not already
reflected in any amounts payable by the Company hereunder)
against assets held by, or deposits in or for the account of,
or loans by an office of such Bank with respect to such Bank's
commitment to make Loans bearing interest based on the
Eurodollar Rate or such Bank's Loans bearing interest based on
the Eurodollar Rate; or

(ii) impose on such Bank any other condition or
requirement (not already provided for in the calculation of
any amounts payable by the Company hereunder) with respect to
such Bank's commitment to make Loans bearing interest based on
the Eurodollar Rate or such Bank's Loans bearing interest
based on the Eurodollar Rate or any class of loans of which
any of the Loans bearing interest based on the Eurodollar Rate
forms a part,

and the result of any of the foregoing is:

(A) to increase the cost to such Bank
attributable to the making, funding or maintaining of
loans bearing interest based on the Eurodollar Rate;
or

(B) to reduce the amount of principal, interest
or other amount payable to such Bank hereunder; or

(C) to require such Bank to make any payment or
to forego any interest or other sum payable
hereunder, the amount of which payment or foregone
interest or other sum is calculated by reference to
the gross amount of any sum receivable or deemed
received by such Bank from the Company hereunder,

then, and in each such case, the Company will, upon demand made by such Bank at
any time and from time to time as often as the occasion therefor may arise, pay
to such Bank such additional amounts as will be sufficient, in the good faith
opinion of such Bank, to compensate such Bank for such additional costs,
reduction, payment or foregone interest or other sum.

4.13 FAILURE TO MAKE FUNDS AVAILABLE. (a) The
failure or refusal of any of the Banks to make available to the Agent that
portion of a Revolving Credit Loan to be made by such Bank shall not relieve
any other Bank from its obligations hereunder to fund such Revolving Credit
Loan in the amount of its Commitment Percentage of the Revolving Credit Loan
requested, but no Bank shall be

27
<PAGE> 34
responsible for the failure of any other Bank to make the Revolving Credit Loan
to be made by such other Bank.

(b) The Agent may (unless notified to the
contrary by a Bank prior to a Borrowing Date) assume that each Bank has made
available to the Agent on such Borrowing Date such Bank's applicable portion of
the Revolving Credit Loans to be made on such Borrowing Date, and the Agent may
(but it shall not be required to), in reliance upon such assumption, make
available to the Company a corresponding amount. If such amount is made
available to the Agent on a date after such Borrowing Date, such Bank shall pay
to the Agent on demand an amount equal to the product of (i) the average
computed for the period referred to in clause (iii) below, of the weighted
average interest rate paid by the Agent for Federal funds acquired by the Agent
during each day included in such period, TIMES (ii) the amount equal to such
Bank's applicable portion of such borrowing, TIMES (iii) a fraction, the
numerator of which is the number of days that elapse from and including such
Borrowing Date to the date on which such Bank's applicable portion of such
borrowing shall become immediately available to the Agent, and the denominator
of which is 360. A statement of the Agent submitted to any Bank with respect to
any amounts owing under this paragraph shall be PRIMA FACIE evidence of the
amount due and owing.

(c) The Commitments and the other obligations of
the Banks under this Agreement are several and are not joint or joint and
several.

4.14 PREPAYMENT OF EURODOLLAR LOANS. When any
prepayment of any Loan is made under this Agreement, the Company may specify
that such prepayment shall be applied to Eurodollar Loans or Base Rate Loans.
Upon any prepayments by the Company pursuant to this Section 4.14 of any Loans
which are Eurodollar Rate Loans on any date other than the last day of the
Interest Period relating thereto (whether such prepayment is optional or
mandatory or as a consequence of acceleration pursuant to Section 11 or
otherwise), the Company shall, upon demand made by any Bank at any time, pay to
such Bank the additional amounts, if any, determined in accordance with the
provisions of Section 4.6, which shall be in addition to all other amounts
payable under this Agreement as a result of such prepayment. In the event
there are Eurodollar Loans outstanding on the Term Conversion Date with
corresponding Interest Periods which expire after the Term Conversion Date, the
Company's failure to Convert such Eurodollar Loans on the Term Conversion Date
into Term Loans which are Eurodollar Loans shall constitute a prepayment of
Eurodollar Loans under this Section 4.14.

4.15 INTEREST LIMITATION. Notwithstanding any
other term of this Agreement or the Notes or any other document referred to
herein or therein, the maximum amount of interest which may be charged to or
collected from any Person liable hereunder or under the Notes by any Bank,
shall be absolutely limited to, and

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<PAGE> 35
shall in no event exceed, the maximum amount of interest (the "Maximum Rate")
which could lawfully be charged or collected under law (including, to the
extent applicable, the provisions of Section 5197 of the Revised Statutes of
the United States of America, as amended, 12 U.S.C. Section 85, as amended), so
that the maximum of all amounts constituting interest under applicable law,
howsoever computed, shall never exceed as to any Person liable therefor the
Maximum Rate, and any term of this Agreement or the Notes or any other document
referred to herein or therein which could be construed as providing for
interest in excess of such lawful maximum shall be and hereby is made expressly
subject to and modified by the provisions of this paragraph. If, in any month,
the effective interest rate on any amounts owing pursuant to this Agreement,
the Notes or any of the other documents referred to herein or therein, absent
the Maximum Rate limitation contained herein, would have exceeded the Maximum
Rate, and if in the future months, such effective interest rate would otherwise
be less than the Maximum Rate, then the effective interest rate for such month
shall be increased to the Maximum Rate until such time as the amount of
interest paid hereunder equals the amount of interest which would have been
paid if the same had not been limited by the Maximum Rate. In the event that,
upon payment in full of the Company's Obligations pursuant to this Agreement or
the Notes, the total amount of interest paid or accrued under the terms of this
Agreement is less than the total amount of interest which would have been paid
or accrued had the interest not been limited hereby to the Maximum Rate, then
the Company shall, to the extent permitted by such applicable federal, state or
other law, pay to the Banks hereunder or under the Notes an amount equal to the
excess, if any, of (i) the lesser of (A) the amount of interest which would
have been charged if the Maximum Rate had, at all times, been in effect with
respect to the Obligations hereunder or under the Notes and (B) the amount of
interest which would have accrued had the effective interest rate applicable
not been limited hereunder by the Maximum Rate over (ii) the amount of interest
actually paid or accrued under this Agreement.

4.16 EXTENSION OF REVOLVER PERIOD. Upon (i) the
written request of the Company to the Agent and (ii) the written consent of all
the Banks (such consent to be given at the sole discretion of each Bank), the
Revolver Period may be extended for such period of time as the Banks and the
Company may agree upon. Promptly after the Agent's receipt of any such request,
the Agent shall notify the Banks of the submission thereof by the Company.

5. FEES; REDUCTION OF TOTAL COMMITMENT.

5.1 REDUCTION AND TERMINATION OF COMMITMENT OF
THE COMPANY. The Company may, at any time and from time to time, permanently
reduce ratably in part (in multiples of $5,000,000) or terminate in whole the
unused portion of the Total Commitment (as in effect at such time) on not less
than three Business Days' notice in writing or telegraphic or telephonic notice
to the Agent, confirmed

29
<PAGE> 36
in the manner provided in Section 24 in writing to the Agent. At the time of
reduction or termination of the Total Commitment, as the case may be, the
Company shall pay to the Agent, for the account of the Banks in proportion to
the then outstanding principal amount of each Bank's Loans, the amount, if any,
by which the aggregate unpaid principal amount of Revolving Credit Loans
exceeds the then reduced or terminated Total Commitment. Subject to the terms
of Section 4.6 hereof, any such termination or reduction may be effected by the
Company without penalty. No termination or reduction of the Commitment by the
Company shall be subject to reinstatement.

5.2 NON USE FEE. The Company agrees to pay to
the Agent, for the account of the Banks in accordance with their respective
Commitment Percentages a non use fee (the "Non Use Fee") during the period from
the Effective Date until the Term Conversion Date at the rate set forth in
SCHEDULE 1.1 attached hereto corresponding to the rating (or lack thereof) of
the Company's long-term unsecured debt by Moody's and S&P (with the
understanding that the term "rating" as used herein shall include "preliminary"
or "indicative" senior debt ratings or their equivalents). The Non Use Fee
shall be calculated based on the daily average amount during each calendar
quarter or portion thereof by which the Total Commitment exceeded the sum of
the aggregate principal balance of Revolving Credit Loans outstanding. The Non
Use Fee shall be payable quarterly in arrears on the last day of each March,
June, September and December of each year for the immediately preceding
calendar quarter or portion thereof then ended, commencing on March 31, 1994
and ending on the Term Conversion Date. Any change in the Non Use Fee
resulting from a change in the rating of the Company's long-term senior
unsecured debt shall become effective as of the fifth Business Day after the
effective date of such change. In the event that the provisions of this
definition result in excess amounts of Non Use Fees being paid or additional
amounts of Non Use Fees being owed hereunder, any such excess amounts will be
credited against Non Use Fees payable hereunder and any additional Non Use Fees
owed will be payable on the next date Non Use Fees would otherwise be payable
hereunder, PROVIDED, HOWEVER, that all Non Use Fees shall be payable no later
than the earlier to occur of the Termination Date and the Term Conversion Date.

6. EFFECTIVE DATE; CONDITIONS TO EFFECTIVENESS. This
Agreement shall not become effective unless and until the date (the "Effective
Date") that each of the conditions precedent specified in this Section 6 is
satisfied. The execution of this Agreement by all parties hereto shall indicate
that the conditions precedent specified in this Section 6 have been satisfied:

6.1 LOAN DOCUMENTATION. The Company shall have
executed and delivered to the Agent this Agreement and the Revolving Credit
Notes. The Agent shall have received the following documents in form and
substance satisfactory to the Agent and its special counsel: (i) a certificate
of the Clerk or an Assistant Clerk of the

30
<PAGE> 37
Company certifying (A) the votes of the Board of Directors of the Company
approving this Agreement and the Notes and the transactions contemplated
thereby, (B) the by-laws (or the equivalent thereof) of the Company, and (C)
the names and true signatures of the officers of the Company authorized to sign
the Loan Documents to which the Company is a party; (ii) the certified Charter
documents of the Company and a legal existence certificate with respect to the
Company, in each case issued by the Secretary of State of the State of Maine;
(iii) a favorable opinion of Ropes & Gray, special counsel to the Company and
the Parent, addressing the matters set forth in EXHIBIT C-1 attached hereto,
a favorable opinion of Pierce, Atwood, Scribner, Allen, Smith & Lancaster,
special Maine counsel to the Company, addressing the matters set forth in
EXHIBIT C-2 attached hereto, and a favorable opinion of the Vice President and
General Counsel of the Company and the Parent, addressing the matters set forth
in EXHIBIT C-3 attached hereto; and (iv) all documents evidencing other
necessary corporate action and governmental approvals, if any, for the
execution, delivery and performance by the Company of the Loan Documents to
which it is a party.

6.2 REPRESENTATIONS AND WARRANTIES. The
representations and warranties contained in Section 8 hereof shall be correct
in all respects as of the Effective Date.

6.3 PERFORMANCE; NO DEFAULT. The Company shall
have performed and complied with all terms and conditions herein required to be
performed or complied with by it prior to or at the Effective Date, and on the
Effective Date there shall exist no Default or Event of Default. The Banks
shall have received a closing certificate dated the Effective Date, in form and
substance satisfactory to the Banks, in which the Company certifies that the
conditions precedent set forth in Sections 6.3 and 6.4 hereof were satisfied at
and as of the Effective Date.

6.4 CORPORATE ACTION. All corporate action
required by law which is necessary for the valid execution, delivery and
performance by each of the Company and Parent of each of the Loan Documents to
which such Person is a party and for consummation by the Company of the
transactions contemplated herein and therein shall have been duly and
effectively taken.

6.5 PROCEEDINGS AND DOCUMENTS. All proceedings
in connection with the transactions contemplated by this Agreement and all
documents incident thereto shall be satisfactory in substance and in form to
the Agent and to its special counsel, and both shall have received all
information and such counterpart originals or certified or other copies of such
documents and such other approvals, opinions or documents as they may
reasonably request.

6.6 NO MATERIAL ADVERSE CHANGE. No material
adverse change shall occur, in the judgment of the Agent, in the

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<PAGE> 38
business, assets, financial condition or prospects of the Company or the
Parent.

6.7 OTHER CONSENTS AND APPROVALS. The Agent
shall have received waivers or consents from any source reasonably requested by
it, in form satisfactory to the Agent and its special counsel, in connection
with the transaction contemplated by this Agreement.

6.8 CONSENT OF GUARANTOR. Parent shall have
duly executed and delivered the consent of Parent substantially in the form of
EXHIBIT G hereto (the "Consent of Guarantor") to the Agent and the Guaranty
shall continue to constitute the legally binding obligation of Parent,
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally, and by general principles of equity. The Agent
shall have received the following documents in form and substance satisfactory
to the Agent and its special counsel: (i) a certificate of the Secretary or an
Assistant Secretary of Parent certifying (A) the votes of the Board of
Directors of Parent or its Executive Committee approving the Consent of
Guarantor, (B) the by-laws (or the equivalent thereof) of Parent, and (C) the
names and true signatures of the officers of Parent authorized to sign the
Consent of Guarantor; (ii) the certified Charter documents of Parent and legal
existence certificate with respect to Parent, in each case issued by the
Secretary of State of the State of Delaware and (iii) all documents evidencing
other necessary corporate action and governmental approvals, if any, for the
execution, delivery and performance by Parent of the Guaranty.

6.9 FEES AND EXPENSE. The Agent shall have
received all fees in accordance with the terms of the Fee Letter Agreement and
the other fees and expenses required to be paid by the Company pursuant to
Section 19 hereof.

6.10 DEBT RATING. The Company shall have
notified the Agent of the Company's long-term senior unsecured debt rating by
Moody's and S&P.

7. CONDITIONS OF BORROWING. The obligation of the Banks
to make Loans to the Company on any Borrowing Date or the Term Conversion Date
is subject to satisfaction of the following conditions precedent:

7.1 REPRESENTATIONS AND WARRANTIES. The
representations and warranties contained in Section 8 and otherwise made by the
Company in connection with the transactions contemplated by this Agreement
subsequent to the Effective Date shall have been correct in all material
respects as of the date on which made and shall also be correct in all material
respects at and as of the date of the Loan with the same effect as if made at
and as of such time,

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<PAGE> 39
except to the extent that the facts upon which such representations and
warranties are based may be changed by the transactions permitted or
contemplated hereby and except to the extent that such representations and
warranties relate expressly to an earlier date.

7.2 PERFORMANCE; NO DEFAULT. The Company shall
have performed and complied with all terms and conditions herein required to be
performed or complied with by it prior to or at the time of the Loans and at
the time of the Loans there shall exist no Default or Event of Default, and no
Default or Event of Default shall be created upon consummation of the Loans.

7.3 NOTICES. The Agent shall have received a
Notice of Borrowing from the Company as required by Section 2.2 hereof or a
Term Loan Notice as required by Section 3.1 hereof. Each submission by the
Company to the Agent of a Notice of Borrowing or a Term Loan Notice with
respect to a Loan and the acceptance by the Company of the proceeds of each
such Loan shall constitute (i) a representation and warranty by the Company as
of the Borrowing Date of each subsequent Loan or the Term Conversion Date that
all of the conditions contained in this Section 7 have been satisfied and (ii)
a reaffirmation that each of the representations and warranties of the Company
contained in this Agreement and all of the other Loan Documents to which the
Company is a party is true and correct in all material respects at and as of
the Borrowing Date of each subsequent Loan except as otherwise provided in
Section 7.1. hereof.

8. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Banks that:

8.1 CORPORATE EXISTENCE AND GOOD STANDING. The
Company and each Subsidiary, (i) are corporations duly organized, validly
existing and in good standing under the laws of the respective jurisdictions in
which they are incorporated, (ii) have corporate power to own their property
and conduct their respective businesses as now conducted and as presently
contemplated, and (iii) are duly qualified to do business and in good standing
as foreign corporations in each jurisdiction where the conduct of their
business or the nature of their assets require such qualification and as to
which failure so to be qualified would have a materially adverse effect upon
the business or operations of the Company and its Subsidiaries taken as a
whole.

8.2 CORPORATE POWER; CONSENT; ABSENCE OF
CONFLICT WITH OTHER AGREEMENTS. The execution, delivery and performance of
this Agreement and the Notes by the Company and the borrowings and transactions
contemplated hereby:

(a) are within the corporate powers of the
Company, have been duly authorized by all necessary corporate
action, and do not and will not contravene any provision of

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<PAGE> 40
law applicable to it or any contractual restriction binding on
or affecting it;

(b) do not require any approval or consent of, or
filing with, any governmental agency or authority bearing on
the validity of such instruments and borrowings which is
required by law or the regulation of any such agency or
authority except for those which have been duly obtained or
made and are in full force and effect, and are not in
contravention of the terms of the Company's charter documents
or by-laws, or any amendment thereof, and are not in
contravention of the terms of any Subsidiary's charter or
by-laws, or any amendment thereof;

(c) will not conflict with or result in any
breach or contravention of or the creation of any lien (other
than liens permitted under Section 10.1 hereof) under any
indenture, agreement, lease, instrument or undertaking to
which the Company or any Subsidiary is a party or by which it
is bound and which is material to the Company and its
Subsidiaries taken as a whole; and

(d) are and will be duly executed, valid and
legally binding obligations of the Company and are and will be
enforceable in accordance with their respective terms, except
as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting generally
the enforcement of creditors' rights.

8.3 TITLE TO PROPERTIES. The Company and each
Subsidiary has good and valid title to all properties, assets and rights of
every name and nature now purported to be owned by it which are material to the
business of the Company and its Subsidiaries, on a consolidated basis, free
from all defects, liens, charges and encumbrances whatsoever other than
insubstantial defects in title which do not materially detract from the value
or impair the use of the affected properties and liens, charges or encumbrances
permitted under Section 10.1 hereof. The Company and its Subsidiaries possess
all patents, patent applications, patent licenses, copyrights, trademarks,
service marks and trade names and rights with respect to the foregoing
necessary for the conduct of the businesses of the Company and its Subsidiaries
substantially as now conducted without any known conflict with the rights of
others except conflicts which are not in the aggregate material to the business
of the Company and its Subsidiaries, on a consolidated basis.

8.4 FINANCIAL STATEMENTS. The Company has
furnished to the Banks the following: (a) (i) consolidated balance sheet as at
September 30, 1993 and related consolidated statements of operations,
stockholders' equity and cash flows of Parent and its Subsidiaries for the
fiscal year then ended, all certified by Parent's Independent Accountants, (ii)
consolidating balance sheet as

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<PAGE> 41
at September 30, 1993 and related consolidating statement of operations of
Parent and its Subsidiaries, (iii) consolidated and consolidating balance
sheets as at September 30, 1993 of the Company and its Subsidiaries, and
related statement of operations, and (b) as at the Balance Sheet Date or for
the fiscal period then ended (i) a consolidated balance sheet and related
consolidated statements of operations, stockholders' equity and cash flows of
Parent and its Subsidiaries, (ii) a consolidating balance sheet and
consolidating related statement of operations of Parent and its Subsidiaries
for the portion of the fiscal year then ended and (iii) consolidated and
consolidating balance sheets and statement of operations of the Company and its
Subsidiaries. The balance sheets, statements of operations, stockholders'
equity and cash flows described above (i) have been prepared in conformity with
GAAP applied on a consistent basis throughout the periods specified except
where such principles are inconsistent with the applicable provisions of
regulatory authorities having jurisdiction in the premises (and such exception
has been noted to the Banks and explained in reasonable detail in the
applicable statements), and (ii) present fairly the financial position of
Parent and its Subsidiaries and the Company and its Subsidiaries as at the
dates thereof subject, with respect to unaudited statements, to year end audit
adjustments.

8.5 HOLDING COMPANY AND INVESTMENT COMPANY ACTS.
Neither the Company nor any Subsidiary is a "registered holding company" or a
"subsidiary company" of a "registered holding company", or any "affiliate" of a
"registered holding company" or of a "subsidiary company" of a "registered
holding company", as such terms are defined in the Public Utility Holding
Company Act of 1935, as amended. Neither the Company nor any Subsidiary is a
"registered investment company" or an "affiliated company" or a "principal
underwriter" of a "registered investment company", as such terms are defined in
the Investment Company Act of 1940, as amended.

8.6 LITIGATION. There is no action, suit,
investigation or proceeding pending, or to the knowledge of its officers,
threatened against the Parent or any Subsidiary before any court or
administrative agency which, by itself or taken together with other such
litigation, involves an amount not covered by insurance material to the Parent
and its Subsidiaries, on a consolidated basis, nor is any substantial basis for
any such litigation known to exist.

8.7 NO MATERIALLY ADVERSE CONTRACTS. Neither
the Parent nor any of its Subsidiaries (including the Company) is subject to
any indenture, bond, note, agreement or charter, corporate or other legal
restriction, or any judgment, decree, order, rule, ordinance, resolution or
regulation which could have a materially adverse effect on the business, assets
or financial condition of the Parent and its Subsidiaries, on a consolidated
basis. Neither the Parent nor any of its Subsidiaries is a party to any
contract or agreement which has or is expected to have any materially adverse

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<PAGE> 42
effect on the business of the Parent and its Subsidiaries, on a consolidated
basis, except as reflected in adequate reserves.

8.8 COMPLIANCE WITH OTHER INSTRUMENTS, LAWS.
Neither the Parent nor any of its Subsidiaries (including the Company) is in
violation of any provision of its charter documents or by-laws or any agreement
or instrument by which it or any of its properties may be bound or any decree,
order, judgment, or, to the knowledge of the Company's officers, any statute,
license, rule or regulation, in each case in a manner which could (i) result in
the imposition in each case of substantial penalties material to the Parent and
its Subsidiaries, or (ii) materially and adversely affect the financial
condition, properties or business of the Parent and its Subsidiaries, on a
consolidated basis.

8.9 TAXES. All federal, state and other tax
returns of the Parent and the Subsidiaries (including the Company) required by
law to be filed have been filed, and all federal, state and other taxes,
assessments and other governmental charges upon the Parent and the Subsidiaries
or their properties which are due and payable have been paid. The Parent has
set aside on its books provisions reasonably adequate for the payment of all
taxes for periods subsequent to the periods for which such returns have been
filed to the extent such provisions are required by GAAP.

8.10 NO DEFAULT. No Default or Event of Default
exists at the delivery of this Agreement.

8.11 USE OF PROCEEDS. The proceeds of Revolving
Credit Loans will be used by the Company for general corporate purposes. No
portion of the Revolving Credit Loans is to be or will be used for the purpose
of purchasing or carrying any "margin security" or "margin stock" of an issuer
as such terms are used in Regulations G and U of the Board of Governors of the
Federal Reserve System, 12 C.F.R. 207 and 221 in violation of such Regulations
G and U.

8.12 ERISA. Except as set forth in SCHEDULE
8.12 attached hereto, neither the Parent, the Company nor any of their
Subsidiaries (i) has or maintains or has during the past five years, maintained
or established any Plan or Welfare Benefit Plan, or (ii) is, or during the past
five years has been, a participating employer in any Plan under which more than
one employer makes contributions described in Sections 4063 and 4064 of ERISA
or a Multi-employer Plan. All such Plans and Welfare Plans have been
maintained, operated and funded in all material respects in compliance with the
requirements of ERISA, the Code and applicable law. The Parent, the Company
and each of their Subsidiaries have funded all of their respective obligations
to any Multi-employer Plans.

8.13 LICENSES AND APPROVAL. The Company and each
of the Subsidiaries has all necessary licenses, permits and

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<PAGE> 43
governmental authorizations, including, without limitation, licenses, permits
and authorizations relating to Environmental Matters, to own and operate its
properties and to carry on its business as now conducted, except where the
failure to do so would not have a material and adverse effect on the financial
condition or business of the Company and its Subsidiaries taken as a whole and
would not have any effect on the enforceability of the Loan Documents.

8.14 CONDITION OF ASSETS. All of the Assets of
the Company and its Subsidiaries, which are reasonably necessary for the
operation of the business of the Company and its Subsidiaries taken as a whole,
are in good working condition, ordinary wear and tear excepted, and are able to
serve the function for which they are currently being used.

8.15 SUBSIDIARIES. SCHEDULE 8.15 attached
hereto correctly identifies all Subsidiaries. All of the issued and outstanding
shares of the capital stock of each Subsidiary are duly issued and outstanding,
fully paid and non-assessable and except for directors' qualifying shares and
shares issued solely for the purpose of satisfying local requirements
concerning the minimum number of shareholders, are owned by the Company or a
Subsidiary free and clear of any mortgage, pledge, lien, encumbrance, charge or
restriction on transfer.

8.16 GUARANTY. The Guaranty is in full force and
effect.

8.17 FULL DISCLOSURE. None of the Financial
Statements nor the Balance Sheet, nor any certificate, opinion, or any other
statement made or furnished in writing to any Bank by or on behalf of the
Parent, the Company or any of their Subsidiaries in connection with this
Agreement or the transactions contemplated herein, contains any untrue
statement of a material fact, or omits to state, under the circumstances in
which made, a material fact necessary in order to make the statements contained
therein or herein not misleading, as of the date such statement was made.
There is no fact known to the Company which has, or would in the now
foreseeable future have, a material adverse effect on the business, prospects
or condition, financial or otherwise taken as a whole, of the Parent, the
Company or any of their Subsidiaries, which fact was required to be and was not
set forth in the Parent's reports and filings filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.

9. AFFIRMATIVE COVENANTS. The Company covenants and
agrees that, so long as any portion the Total Commitment remains outstanding or
until such date as the Loans and all other Obligations have been paid and
satisfied in full, whichever shall later occur, it will and each of its
Subsidiaries will:

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<PAGE> 44
9.1 PUNCTUAL PAYMENT. Duly and punctually pay
or cause to be paid principal and interest and all other sums due under this
Agreement and the Notes in accordance with the terms hereof.

9.2 FINANCIAL STATEMENTS. Furnish to the Banks:

(a) as soon as practicable and in any event
within 90 days after the end of each of the first three
quarterly periods of each fiscal year of Parent and the
Company, financial statements of the type set forth in Section
8.4 hereof as at the end of each of such quarterly periods or
for the respective fiscal periods then ended and for the
period from the beginning of the current fiscal year to the
end of such period, setting forth in comparative form the
figures for the corresponding periods of the previous fiscal
year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles, subject to changes
resulting from audit and year-end adjustments, certified by
the principal financial officer of Parent or the Company, as
the case may be, who shall also provide a certificate and
covenant compliance worksheet in the form of EXHIBIT D
hereto as to the computations evidencing compliance by Parent
or the Company, as the case may be, with Sections 10.2 through
10.13 of this Agreement (the "Compliance Certificate");

(b) as soon as practicable and in any event within
120 days after the end of each fiscal year, audited financial
statements of the type set forth in Section 9.2(a) as at the
end of such year and for the fiscal year then ended, setting
forth in comparative form the figures for the previous fiscal
year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles and, with respect to
Parent, such consolidated balance sheets and statements,
accompanied to the extent required by Section 9.2(a) by a
report and opinion of the Independent Accountant, which report
and opinion shall have been prepared in accordance with
generally accepted auditing standards, and all such financial
statements in all cases shall be certified by the principal
financial officer of the Company; PROVIDED, HOWEVER, that at
any time that the Consolidated Assets of the Company and its
Subsidiaries comprise less than 85% of the Consolidated Assets
of the Parent and its Subsidiaries (including the Company and
its Subsidiaries), the Company shall furnish to the Bank,
within the time period set forth above, the consolidated, but
not consolidating, audited financial statements as described
above in this Section 9.2(b) for the Company and its
Subsidiaries, accompanied by a report and opinion of the
Independent Accountant, which report and opinion shall have
been prepared in accordance with

38
<PAGE> 45
generally accepted auditing standards, and all such financial
statements shall be certified by the principal financial
officer of the Company.

(c) promptly upon their becoming available,
copies of all financial statements, reports, notices and proxy
statements sent by Parent, the Company or any Subsidiary to
stock holders, and of all regular and periodic reports filed
by Parent, the Company or any Subsidiary with any securities
exchange or with the Securities and Exchange Commission or any
governmental authority succeeding to any or all of the
functions of said Commission; and

(d) from time to time any such information
regarding the financial and other affairs of Parent, the
Company, or any Subsidiary as may reasonably be requested by
the Banks, including, without limitation, copies of all
letters issued by the Independent Accountants or other
management consultants with respect to any material
inadequacies in the Company's internal control systems, copies
of the corporate documents of the Company and each of the
Subsidiaries.

At the time of each delivery of financial statements pursuant
to paragraph (b) of this Section 9.2, the Company shall furnish a statement of
the Independent Accountant addressed to the Agent and the Banks that such
accountant has caused the provisions of this Agreement to be reviewed, and that
such accountant has no knowledge of the existence of any Default or Event of
Default, or if such accountant has such knowledge, specifying the nature and
period of existence thereof and reasons therefor. At the time of each delivery
of financial statements pursuant to paragraphs (a) and (b) of this Section 9.2,
the Company shall furnish the Banks a Compliance Certificate evidencing
compliance with the covenants described therein as at the end of the fiscal
period covered by such financial statements which shall include a certification
to the effect that no Event of Default hereunder and no event which, with the
giving of notice or the lapse of time, or both, would constitute such an Event
of Default exists, or, if such cannot be so certified, specifying in reasonable
detail the exceptions, if any, to such statement.

9.3 NOTIFICATION OF DEFAULTS AND EVENT OF
DEFAULT. If the Company or any of its Subsidiaries shall at any other time
obtain knowledge of the existence of any Default or Event of Default, the
Company shall forthwith deliver to the Agent (for transmittal to the Banks) a
certificate specifying the nature and period of existence thereof and what
action the Company proposes to take with respect thereto.

9.4 CONDUCT OF BUSINESS. Cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, corporate rights and franchises; effect and

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maintain its foreign qualifications, licensing, domestication or authorization
except as terminated by its Board of Directors in the exercise of its
reasonable judgment; use its best efforts to comply with all applicable laws,
and shall not become obligated under any contract or binding arrangement which,
at the time it was entered into, would materially adversely impair the
financial condition of the Company and the Subsidiaries, on a consolidated
basis.

9.5 TAXES. Duly pay and discharge, or cause to
be paid and discharged, before the same shall become in arrears, all taxes,
assessments and other governmental charges imposed upon it and its properties,
sales and activities, or any part thereof, or upon the income or profits
therefrom, as well as all claims for labor, materials, or supplies which if
unpaid might by law become a lien or charge upon any of its property, except
such of those items as are being in good faith appropriately contested by it,
if in such case the Company shall have set aside on its books reserves deemed
by it to be adequate with respect to such tax, assessment, or other charge.

9.6 MAINTENANCE OF PROPERTIES. Maintain and
keep the properties used or deemed by it to be useful in its business in good
repair, working order and condition, and make or cause to be made all necessary
and proper repairs thereto and replacements thereof.

9.7 MAINTENANCE OF INSURANCE. Maintain with
financially sound and reputable insurers, insurance with respect to properties
and business of the Company and its Subsidiaries against such casualties and
contingencies and in such types and amounts as shall be in accordance with
sound business practices for companies in similar businesses similarly
situated.

9.8 RECORDS AND ACCOUNTS. Keep true records and
books of account in which full, true and correct entries will be made in
accordance with generally accepted accounting principles and with the
requirements of regulatory authorities having jurisdiction in the premises and
maintain adequate accounts and reserves for all taxes (including income taxes),
all depreciation, depletion, obsolescence and amortization of its properties,
all other contingencies, and all other proper reserves.

9.9 INSPECTION. (a) Permit any officer
designated by any Bank, at such Bank's expense, to visit and inspect any of its
properties and to examine its books of account and discuss the affairs,
finances and accounts of the Company or any Subsidiary with its officers, all
at such reasonable times, in a reasonable manner and as often as such Bank may
reasonably request.

(b) All confidential information and documents concerning Parent,
the Company, or any Subsidiary supplied by the Company to such Bank pursuant to
the terms of this Agreement shall be held in confidence by such Bank and such
Bank shall not disclose such in-

<PAGE> 47

formation and documents, except the Company hereby authorizes such Bank to
disclose any information obtained pursuant to this Agreement (i) to any bank
regulatory authority, (ii) to any independent auditor or counsel or participant
or potential assignee or potential participant of such Bank, PROVIDED that the
independent auditor or counsel or participant or potential assignee or
potential participant enters into a confidentiality agreement with the Company
substantially similar to such Bank's agreement in this section, and (iii) to
all other appropriate governmental regulatory authorities to the extent
required of such Bank by law or subpoena, but only to the extent permitted by
applicable laws and regulations, including those applying to classified
material. Upon receipt of a notice of any requirement to disclose any
information to such governmental authorities, such Bank will promptly notify,
unless prohibited by applicable law and regulations, the Company of such
notice, and unless otherwise required by law, will not disclose such
information until the Company has been afforded an opportunity to contest the
requirement of such disclosure.

9.10 NOTICE OF LITIGATION. Promptly notify the
Agent of the commencement of any litigation against the Parent or any
Subsidiary which might have a material adverse effect on the Parent and its
Subsidiaries on a consolidated basis.

9.11 PENSION PLAN. (a) Maintain, operate and
administer all Plans in all material respects in accordance with the
requirements of ERISA, the Code and applicable law.

(b) Fund and cause each Subsidiary to fund any Plan, if
maintained by the Company or any Subsidiary, as required by the provisions of
Section 302 of ERISA and Section 412 of the Code, or, if the Plan is maintained
by a third party or is a Multi- employer Plan, make payments to such third
party or Multi-employer Plan in the amounts and at the times required by
applicable law. The Company and each Subsidiary will deliver to the Bank,
copies of any request for waiver from the funding standards or extension of the
amortization periods required by 303 and 304 of ERISA or 412 of the Internal
Revenue Code of 1986, as amended, promptly following the date on which the
request is submitted to the Internal Revenue Service.

(c) Upon request made by any Bank, send to such Bank
copies of all Forms 5500, Forms 5500-R and/or Forms 5500-C relating to a Plan
or Welfare Plan (with the exception of Multi-employer Plans) together with all
attachments thereto, including any actuarial statement required to be made
under 103(d) of ERISA, promptly following the date on which such Form is filed
with the Internal Revenue Service.

(d) The Company or the applicable Subsidiary will furnish
to the Agent forthwith upon filing or receipt, as the case may be, (i) a copy
of the Company report, or demand sent or received by the Company or any
Subsidiary under Section 4041, 4042, 4043, 4063, 4065,

<PAGE> 48

4066, or 4068 of ERISA; (ii) a statement of the action, if any, which the
Company or such Subsidiary proposes to take with respect to such Company
report, or demand sent or received by the Company or such Subsidiary under
Section 4041, 4042, 4043, 4063, 4065, 4066 or 4068 of ERISA; (iii) a copy of
all correspondence with the PBGC, the Secretary of Labor or any representative
of the IRS with respect to any Plan, relating to an actual or threatened change
or development which would be materially adverse to the Company or any
Subsidiary; (iv) copies of all actuarial valuations received by the Company
with respect to any Plan; and (v) copies of any notices of Plan termination
filed by any Plan Administrator (as those terms are used in ERISA) with the
PBGC and of any notices from PBGC to the Company with respect to the intent of
the PBGC to institute involuntary termination proceedings.

(e) The Company shall cause any Plan maintained by the
Company or any Subsidiary to pay all benefits guaranteed by the PBGC when due,
except where the obligation to pay such benefits is being contested in good
faith by the Company or any of its Subsidiaries.

9.12 DEPRECIATION SCHEDULE. For purposes of
calculation of all of the financial covenants contained in this Agreement, the
Company will, and will cause Parent and each of the Company's Subsidiaries to,
(a) calculate depreciation on such Person's Transportation Equipment and all
other depreciable assets in accordance with the depreciation schedules for such
assets set forth in Schedule 9.12 attached hereto, and (b) with respect to
depreciable assets acquired from and after the Effective Date, calculate
depreciation for such assets in accordance with depreciation schedules similar
to those set forth in said Schedule 9.12 for similar assets.

9.13 PERFORM OBLIGATIONS. Pay and discharge all
of its obligations and liabilities, including, without limitation, all material
taxes, assessments and governmental charges upon its income and properties,
when due, unless and to the extent only that such obligations, liabilities,
taxes, assessments and governmental charges shall be contested in good faith
and by appropriate proceedings and that, to the extent required by generally
accepted accounting principles then in effect, proper and adequate book
reserves relating thereto are established and maintained by the Company, or, as
the case may be, by the appropriate Subsidiary or the Parent.

9.14 COMPLY WITH ERISA. Comply with all
applicable provisions of ERISA now or hereafter in effect with respect to the
Plans, Welfare Plans and Multi-employer Plans set forth on SCHEDULE 8.12
hereto and all other Plans, Welfare Plans and Multi-employer Plans hereafter
established unless and to the extent only that such compliance shall be
contested in good faith and by appropriate proceedings and that, to the extent
required by generally accepted accounting principles then in effect, proper and
adequate book reserves relating thereto are established and maintained by the

42
<PAGE> 49

Company, or, as the case may be, by the appropriate Subsidiary or the Parent.
The Company shall promptly notify the Agent of the establishment or assumption
of any Plans, Welfare Plans and Multi-employer Plans in addition to the plans
set forth on Schedule 8.12 hereto, and upon such notification, such plans
shall be deemed to be included on such Schedule.

9.15 ENVIRONMENTAL COMPLIANCE. In the event that
any claim is made, or any obligation arises, under any Environmental Law, the
Parent, the Company or such Subsidiary shall, if such claim or obligation would
materially and adversely affect the financial condition, properties or business
of the Company and its Subsidiaries taken as a whole, undertake any required
removal or containment so as to comply with such Environmental Law or contest
said claim in good faith by appropriate proceedings and, to the extent required
by generally accepted accounting principles then in effect, establish and
maintain proper and adequate book reserves with respect thereto.

9.16 DEBT RATING. Notify the Agent, by
telephone, telex or cable, in each case confirmed, immediately in the manner
specified in Section 24, of any change in the rating of the Company's long-term
senior unsecured debt by Moody's or S&P within five Business Days of such
change.

10. CERTAIN NEGATIVE COVENANTS. The Company covenants
and agrees that, so long as any portion of the Total Commitment remains
outstanding or until such date as the Loans and all other Obligations have been
paid and satisfied in full, whichever shall later occur, the following
covenants will be complied with:

10.1 LIENS. The Company shall not create or
permit to exist any mortgage, charge, pledge, deed of trust, financing lease,
security interest or other similar encumbrance ("Liens") on any of its
property, whether owned at the date hereof or hereafter acquired other than:

(a) Liens on Transportation Equipment securing
Acquired Equipment Indebtedness;

(b) Liens on Transportation Equipment securing
Purchase Money Equipment Indebtedness, but only on the Transportation Equipment
in respect to the purchase of which such Purchase Money Equipment Indebtedness
shall have been incurred;

(d) Liens incurred or deposits made in the
ordinary course of business (i) in connection with workmen's compensation,
unemployment insurance, social security and other like laws, or (ii) to secure
the performance of letters of credit, bids, tenders, sales contracts, leases,
statutory obligations, surety appeal and performance bonds and other similar
obligations not incurred in

43
<PAGE> 50

connection with Indebtedness or (iii) in connection with the opening of
commercial letters of credit naming the Company as account party;

(e) Liens on Transportation Equipment securing
Lease Obligations; PROVIDED, HOWEVER, that no such Lease Obligations shall
arise out of the sale and leaseback of Transportation Equipment unless the sale
and leaseback in question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment being sold and
leased back; and PROVIDED, FURTHER, that the leasing of Transportation
Equipment which has been remanufactured so that it is the substantial
equivalent of new equipment shall be considered the leasing of new equipment
and not of used equipment which was remanufactured and subsequently sold and
leased back; and

(f) Liens to secure Indebtedness and other
obligations (excluding Subordinated Indebtedness) which are not referred to as
permitted Liens in sub-paragraphs (a), (b), (c), (d) or (e) above; PROVIDED,
HOWEVER, that the aggregate principal amount of Indebtedness and other
obligations secured thereby at any one time outstanding shall not exceed 3% of
the Consolidated Net Worth of the Company and its Subsidiaries;

unless prior to or simultaneously with the inception of any such Lien which is
not referred to as a permitted Lien in sub-paragraphs (a), (b), (c), (d), (e)
or (f) above, the Company shall have executed and delivered to a Security
Trustee (as hereinafter defined), a security agreement or security agreements
and such other documents as the Security Trustee may reasonably request, each
in form and substance reasonably satisfactory to the Agent, granting to the
Security Trustee a security interest in such property subject to such Lien,
such security interest to be for the equal and ratable benefit of the Banks and
such other holder or holders of Indebtedness with which the Company has agreed
to permit such holders to share in such Lien. Such security agreement or
security agreements may provide, at the option of the Company, that the
security interest to the Security Trustee thereby shall terminate upon the
termination of all other Liens for the benefit of such other holder or holders
of Indebtedness. The Security Trustee shall be such Person as may be selected
by the Company, or any holder of Indebtedness to whom the Company has
specifically granted the right to select such Security Trustee and who shall be
entitled to act without qualification or who, if required, shall qualify to act
as such under the Trust Indenture Act of 1939.

10.2 LEVERAGE RATIO OF COMPANY. The Company
shall not permit the ratio of Liabilities of the Company to Net Worth of the
Company to exceed 4 to l as of the end of any fiscal quarter.

10.3 INTENTIONALLY OMITTED.

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<PAGE> 51
10.4 MAXIMUM SECURED EQUIPMENT INDEBTEDNESS OF
COMPANY<eu>. The Company shall not permit the Secured Equipment Indebtedness
(including Lease Obligations) of the Company to exceed 15% of the Net Worth of
the Company at the end of any fiscal quarter.

10.5 MAXIMUM EQUIPMENT INDEBTEDNESS. The Company
shall not permit (a) the Equipment Indebtedness of the Company to exceed 90% of
Net Book Value of the Company's Transportation Equipment plus the amount of its
Cash and (b) the Equipment Indebtedness (less Secured Equipment Indebtedness)
of the Company to exceed 90% of Net Book Value of the Company's Transportation
Equipment (less the Net Book Value of Equipment which secures or is subject to
leases which secure Secured Equipment Indebtedness) plus the amount of its
Cash, in each case as of the end of each fiscal quarter.

10.6 INTENTIONALLY OMITTED.

10.7 CONSOLIDATED LEVERAGE RATIO. The Company
shall not permit the ratio of Consolidated Liabilities of the Company and its
Subsidiaries to Consolidated Net Worth of the Company and its Subsidiaries to
exceed (A) 4.00 to 1 at any time prior to the Term Conversion Date, and (B)
3.50 to 1 at any time on or after the Term Conversion Date.

10.8 CONSOLIDATED CASH FLOW COVERAGE RATIO. The
Company shall not permit the ratio of (a) Consolidated Cash Flow of the Company
and its Subsidiaries for the four fiscal quarters ending on the last day of any
fiscal quarter to (b) the Consolidated Cash Requirements of the Company and its
Subsidiaries for the four fiscal quarters ending on the last day of such fiscal
quarter to be less than 1.25 to 1.

10.9 CONSOLIDATED FIXED CHARGE COVERAGE RATIO.
The Company shall not permit the ratio of (a) the sum of Consolidated Net
Earnings Available for Interest Charges of the Company and its Subsidiaries for
the best four of the five most recent consecutive fiscal quarters to (b) the
sum of Consolidated Interest Charges of the Company and its Subsidiaries for
the four most recent consecutive fiscal quarters to be less than 1.2 to 1.

10.10 LIMITATIONS ON RESTRICTED PAYMENTS. The
Company shall not, and shall not permit any of its Subsidiaries to, make any
Restricted Payment unless immediately after such Restricted Payment the sum of
Restricted Payments made by the Company for the period subsequent to September
30, 1992 would not exceed an amount equal to the sum of (a) $53,000,000, PLUS
(b) Contribution of Capital subsequent to September 30, 1992 PLUS or MINUS as
the case may be, (c) the cumulative Consolidated Net Income of the Company and
its Subsidiaries for the period subsequent to September 30, 1992. For purposes
of calculating Restricted Payments of the Company, all monies advanced to the
Parent from the Company, net of repayment of

45
<PAGE> 52

such advances, for the payment of dividends on, or the repurchase of, the
common and preferred stock of the Parent shall be treated as dividends and not
as advances.

10.11 INTENTIONALLY OMITTED.

10.12 MINIMUM ASSET COMPOSITION. The Company will
not permit less than 90% of all assets of the Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP, to be (i) engaged
in or related to the business of leasing Transportation Equipment or (ii) cash
or cash equivalents.

10.13 INTENTIONALLY OMITTED.

10.14 INVESTMENTS IN PARENT. The Company shall
not acquire any of the capital stock of Parent except for the purpose of the
immediate retirement of any such capital stock.

10.15 MERGERS, ACQUISITIONS, ETC. (a) Neither the
Parent, the Company nor any of their Subsidiaries shall consolidate with or
merge into any other corporation or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, and neither the Parent,
the Company nor any of their Subsidiaries shall permit any Person to
consolidate with or merge into the Parent, the Company or any of their
Subsidiaries, as the case may be, or convey, transfer or lease its properties
and assets substantially as an entirety to the Parent, the Company or any of
their Subsidiaries, as the case may be, unless:

(1) in case the Parent, the Company or any of
their Subsidiaries, as the case may be, shall consolidate with
or merge into another corporation or convey, transfer or lease
its properties and assets substantially as an entirety to any
Person, the corporation formed by such consolidation or into
which the Parent or the Company, as the case may be, is merged
or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Parent or the
Company, as the case may be, substantially as an entirety
shall be a corporation organized and existing under the laws
of the United States of America, any State thereof or the
District of Columbia and shall expressly assume, by an
instrument, executed and delivered to the Agent, in form
reasonably satisfactory to the Agent and its counsel, in the
case of the Company, the due and punctual payment of the
principal of (and premium,if any) and interest on the Notes
and the performance and observance of every covenant of this
Agreement on the part of the Company to be performed or
observed and, in the case of the Parent, the due and punctual
performance of the Obligations (as defined in the Guaranty)
and the performance and observance of every covenant in the
Guaranty to be performed or observed by the Parent;

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<PAGE> 53
(2) immediately after giving effect to such
transaction and treating any Indebtedness which becomes an
obligation of the Company or a Subsidiary or of the Parent or
a Subsidiary as a result of such transaction as having been
incurred by the Company, the Parent or such Subsidiary at the
time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing;

(3) as a result of any such consolidation or merger
or conveyance, transfer or lease none of the properties or
assets of the Company or the Parent or a Subsidiary would
become subject to a Lien, which would not be permitted by this
Agreement; and

(4) the Company or the Parent, as the case may be,
has delivered to the Agent a certificate executed by its
President or any of its Vice Presidents and its Secretary, any
of its Assistant Secretaries, its Clerk or any of its
Assistant Clerks and an opinion of counsel reasonably
satisfactory to the Agent addressed to the Banks, each stating
that all conditions precedent herein provided for relating to
such consolidation, merger, conveyance, transfer or lease have
been complied with.

(b) Upon any consolidation by the Company or the Parent,
as the case may be, with or merger by the Company or the Parent, as
the case may be, into any other corporation or any conveyance,
transfer or lease of the properties and assets of the Company or the
Parent, as the case may be, substantially as an entirety in accordance
with this Section 10.15, the successor corporation formed by such
consolidation or into which the Company or the Parent, as the case may
be, is merged or to which such conveyance, transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right
and power of, the Company or the Parent, as the case may be, under
this Agreement and the Notes or the Guaranty, as the case may be, with
the same effect as if such successor corporation had been named as the
Company or the Parent, as the case may be, herein; PROVIDED, HOWEVER,
that neither the Company nor the Parent, and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of
their respective obligations and covenants under this Agreement and
the Notes or the Guaranty, as the case may be.

10.16 CHANGES IN BUSINESS. The Company will not,
and it will not permit any of its Subsidiaries, to make any material change in
its business, or in the nature of its operation, or liquidate or dissolve
itself (or suffer any liquidation or dissolution).

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<PAGE> 54
10.17 ERISA. The Company shall not directly or
indirectly, and will not permit any member of any Controlled Group in which the
Company is a member to directly or indirectly enter into any new Plan, Welfare
Plan or Multi-employer Plan without complying with the notification obligations
contained in Section 9.14.

11. EVENTS OF DEFAULT; ACCELERATION. If any of the
following events "Events of Default" or, if notice or lapse of time or notice
and lapse of time is required, then, prior to such notice and/or lapse of time,
"Defaults") shall occur:

(a) if the Company shall default in any payment
of any principal amount outstanding hereunder or under the
Notes when due and payable, whether at maturity or at any date
fixed for payment or prepayment or by declaration or
otherwise; or

(b) if the Company shall fail to pay any interest
with respect to principal outstanding hereunder or under the
Notes or any fee pursuant to the terms of Section 5.2 hereof
or the Fee Letter Agreement within five Business Days after
the date due and payable, whether at maturity or at any date
fixed for payment or prepayment or by declaration or otherwise
other than due to a failure of the Agent to charge an account
of the Company having a sufficient credit balance; or

(d) if the Company shall default in the
performance of or compliance with any term contained herein
other than those referred to above in this Section 11, and
such default shall not have been remedied within 30 Business
Days after the occurrence thereof; or

(e) if any representation or warranty made in
writing by or on behalf of the Company herein, in any other
Loan Document or in connection with any of the transactions
contemplated hereby shall prove to have been false or
incorrect in any material respect on the date as of which
made; or

(f) if the Company or any Subsidiary or Parent
shall default (as principal or guarantor or other surety) in
the payment of any principal or premium, if any, or interest
or fees on any other Indebtedness or Subordinated Indebtedness
to any Bank, or any other Indebtedness or Subordinated
Indebtedness in respect of borrowed money in an aggregate
principal amount of $1,000,000 or more (which default is in
payment thereof at its stated maturity or shall result in

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<PAGE> 55
such Indebtedness or Subordinated Indebtedness becoming or
being declared due prior to the scheduled maturity thereof) or
if the Company or any Subsidiary shall fail to comply (and
such failure to comply has not been cured or waived) with any
of the terms of any evidence of such Indebtedness or
Subordinated Indebtedness or any mortgage, pledge, assignment,
indenture or other agreement relating thereto, and as a
consequence of any of the foregoing the holder of such
Indebtedness or Subordinated Indebtedness shall have the right
to declare all amounts payable with respect thereto to be due
and payable by reason of such default prior to the scheduled
maturity thereof or demand payment of all amounts payable in
respect of any Indebtedness payable on demand; or

(g) if the Parent, the Company or any of their
Subsidiaries makes an assignment for the benefit of creditors,
or petitions or applies for the appointment of a liquidator or
receiver of the Parent, the Company or any of their
Subsidiaries or of any substantial part of the assets of the
Parent, the Company or any of their Subsidiaries or commences
any proceeding relating to the Parent, the Company or any of
their Subsidiaries under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation or similar law of any jurisdiction, now or
hereafter in effect; or

(h) if any such petition or application is filed
or any such proceeding is commenced against the Parent, the
Company or any of their Subsidiaries, and the Parent, the
Company or any of their Subsidiaries indicates its approval
thereof, consent thereto or acquiescence therein or any such
petition, application or proceeding remains undischarged for
30 days, or an order is entered appointing any such liquidator
or receiver, or adjudicating the Parent, the Company or any of
their Subsidiaries bankrupt or insolvent, or approving a
petition in any such proceeding; or

(i) if any order is entered in any proceeding by
or against the Parent, the Company or any of their
Subsidiaries decreeing or permitting the dissolution or
split-up of the Parent, the Company or any of their
Subsidiaries or the winding-up of its affairs; or

(j) if there shall be in force, undischarged,
unsatisfied and unstayed, for more than 30 days, whether or
not consecutive, any final judgment (from which all appeals
have been taken and determined or as to which all time for the
taking of appeals has lapsed) in excess of $1,000,000 against
the Parent, the Company or any of their Subsidiaries in an
aggregate amount; or

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<PAGE> 56
(k) if Parent shall default in respect of any of
its obligations under the Guaranty or if the Guaranty shall
cease to be in full force and effect without the prior written
consent of all of the Banks; or

(l) if the Parent shall at any time own,
beneficially, and of record, less than a majority of all of
the issued and outstanding shares of capital stock of the
Company having ordinary voting rights for the election of
directors;

then and in any such event (unless all Defaults and Events of Default shall
theretofore have been cured or waived by the Majority Banks), except for those
events set forth in Section 11(h), (i) or (j), the Agent may, and upon the
request of the Majority Banks, the Agent shall, by notice to the Company
declare the obligation of the Banks to make Revolving Credit Loans and/or Term
Loan to the Company to be terminated, whereupon the same shall terminate, and
the Agent may, and upon the request of the Majority Banks shall, declare the
Loans, all interest thereon and all other amounts payable under this Agreement
to be forthwith due and payable, whereupon such Loans, all such interest and
all such amounts shall become and be forthwith due and payable without
presentment, demand, protest or notice, all of which are hereby expressly
waived by the Company. If an Event of Default specified in Section 11(g), (h)
or (i) occurs, the obligations of the Banks to make Revolving Credit Loans
and/or the Term Loans to the Company shall terminate and all amounts owing
hereunder shall IPSO FACTO become immediately due and payable without any
declaration or other act on the part of the Agent of the Banks.

12. NOTICE AND WAIVERS OF DEFAULT.

12.1 NOTICE OF DEFAULT. If any Person shall give
any notice or take any other action in respect of a claimed Default (whether or
not constituting an Event of Default) under this Agreement or any other note,
evidence of indebtedness, indenture or other obligation as to which the Company
or any of its Subsidiaries is a party, or obligor, whether as principal or
surety, the Company shall forthwith give written notice thereof to the Agent,
describing the notice or action and the nature of the claimed Default.

12.2 WAIVERS OF DEFAULT. Any Default or Event of
Default may be waived as provided in Section 28 hereof. Any Default or Event of
Default so waived shall be deemed to have been cured and to be not continuing;
but no such waiver shall extend to or affect any subsequent like default or
impair any rights arising therefrom.

13. REMEDIES ON DEFAULT.

13.1 RIGHTS OF BANKS. In case any one or more of
the Events of Default specified in Section 11 hereof shall have

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<PAGE> 57
occurred and be continuing, and whether or not all amounts owing with respect
to the Loans have been declared due and payable pursuant to said Section 11,
the Agent may (and upon the request of the Majority Banks, shall) proceed to
protect and enforce its rights by suit in equity, action at law and/or other
appropriate proceeding, whether for the specific performance of any covenant or
agreement contained in this Agreement, including to the extent legally
available the obtaining of the ex parte appointment of a receiver, or in aid
of any right granted pursuant hereto, and, if such amount shall have become
due, by declaration or otherwise, proceed to enforce the payment thereof or any
other legal or equitable right of the Agent or the Banks hereunder.

13.2 SETOFF; SHARING. (a) (i) Regardless of the
adequacy of any collateral, to the fullest extent permitted by applicable law,
any deposits or other sums credited by or due from any Bank to the Company may
be applied to or set off against the payment of the Obligations hereunder and
under the Notes and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter
arising, of the Company to such Bank hereunder or under the Notes at any time
after the occurrence and during the continuance of any Event of Default. Each
Bank agrees that it will notify the Agent and each other Bank prior to
exercising any of its set-off rights under this Section 13.2 (which notice may
be by telephone, telex or facsimile, confirmed in writing).

(ii) Each Bank agrees with the other Banks (A) if an amount to
be set off is to be applied to indebtedness of the Company to a Bank, other
than indebtedness evidenced by this Agreement, such amount shall be applied
ratably to such other indebtedness and to the indebtedness evidenced by this
Agreement, and (B) that if such Bank shall receive from the Company or any
other source whatsoever, whether by voluntary payment, exercise of the right of
set-off, counterclaim, cross-action or enforcement of any claim evidenced by
the Notes or this Agreement, or by proof thereof in bankruptcy, reorganization,
liquidation, receivership or similar proceedings or otherwise, and retain and
apply to the payment of the amounts owing with respect to the Notes or to any
amounts due to such Bank under this Agreement any amount which is in excess of
its ratable portion of the payments received by all of the Banks, then such
Bank will make such dispositions and arrangements with each other Bank with
respect to such excess, either by way of distribution until the amount of such
excess has been exhausted, assignment of claims, subrogation or otherwise, as
shall result in each such Bank receiving in respect of its Notes and the
amounts due such Bank under this Agreement its ratable share of such payments;
PROVIDED, HOWEVER, that if all or any part of such excess payment is thereafter
recovered from such Bank, such disposition and arrangements shall be rescinded
and the amount restored to the extent of such recovery, but without interest.

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(b) Except as otherwise expressly provided in this Agreement
(i) each payment or prepayment of principal by the Company and each payment of
interest by the Company with respect to a Revolving Credit Loan shall be
allocated pro rata among the Banks in accordance with the respective principal
amounts of the Revolving Credit Loans extended by the Banks and (ii) each
cancellation of the Commitments shall be made PRO RATA among the Banks in
accordance with their respective Commitments immediately prior to such
cancellation. Recoveries by any Bank (whether by direct payment, by exercise of
any right of set-off, combination of accounts or lien, or otherwise) in respect
of the total sum which has become due to it from the Company under this
Agreement before that time shall be applied pro-rata to all Obligations
outstanding.

14. GUARANTY. The Obligations shall be guaranteed by
Parent pursuant to the terms of an unlimited unconditional guarantee executed
in connection with the Original Credit Agreement, a true, complete and correct
copy of which is attached as EXHIBIT E hereto (the "Guaranty").

15. THE AGENT.

15.1 APPOINTMENT OF AGENT, POWER AND IMMUNITIES.
Each Bank hereby appoints and authorizes Continental as the Agent to act as its
agent hereunder and each Bank authorizes the Agent to take such action on
behalf of each of the Banks and to exercise all such powers as are expressly
delegated to the Agent hereunder and all related documents, together with such
other powers as are reasonably incidental thereto. Each Bank hereby authorizes,
consents to, and directs the Company and the Parent to deal with the Agent as
the true and lawful agent of such Bank to the extent set forth herein. The
Agent shall not have any duties or responsibilities or any fiduciary
relationship with any Bank except those expressly set forth in this Agreement.
Neither the Agent nor any of its affiliates shall be responsible to the Banks
for any recitals, statements, representations or warranties made by the Company
or any other person whether contained herein or otherwise or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any other document referred to or provided for herein or therein or
for any failure by the Company or any other person to perform its obligations
hereunder or thereunder or in respect of the Notes. The Agent may employ agents
and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. Neither the Agent nor any of its directors, officers,
employees or agents shall be responsible for any action taken or omitted to be
taken by it or them hereunder or in connection herewith, except for its or
their own gross negligence or willful misconduct. The Agent in its separate
capacity as a Bank shall have the same rights and powers hereunder as any other
Bank.

<PAGE> 59

15.2 RELIANCE BY AGENT. The Agent shall be
entitled to rely upon any certificate, notice or other document (including any
cable, telegram or telex) believed by it to be genuine and correct and to have
been signed or sent by or on behalf of the proper person or persons, and upon
advice and statements of legal advisers, independent accountants and other
experts selected by the Agent. As to any matters not expressly provided for in
this Agreement or in any other document referred to herein, the Agent shall in
all cases be fully protected in acting, or in refraining from acting, in
accordance with the written instructions of the Majority Banks, and such
instructions of the Majority Banks and any action taken or failure to act
pursuant thereto shall be binding on all of the Banks. The Agent shall be fully
justified in failing or refusing to take action under this Agreement or any
other document referred to herein on behalf of any Bank unless it shall first
receive such advice or undertaking from such Banks as it deems appropriate or
it shall first be indemnified to its satisfaction by such bank against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

15.3 INDEMNIFICATION. Without limiting the
obligations of the Company hereunder or under any other document referred to
herein, the Banks agree to indemnify the Agent, ratably in accordance with
their respective Commitment Percentages, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may at any
time be imposed on, incurred by or asserted against the Agent in any way
relating to or arising out of this Agreement or any other documents
contemplated by or referred to herein or the transactions contemplated hereby
or thereby or the enforcement of any of the terms hereof or of any such other
documents; PROVIDED, THAT no Bank shall be liable for any of the foregoing to
the extent they arise from the Agent's gross negligence or willful misconduct.
The Agent shall be fully justified in failing or refusing to take action under
this Agreement on behalf of any Bank unless it shall first receive such advice
or undertaking from the Banks as it deems appropriate or it shall first be
indemnified, with appropriate bond or security, to its satisfaction against any
and all liability which may be incurred by its by reason of taking or
continuing to take any such action.

15.4 REIMBURSEMENT. (a) Without limiting the
provisions of Section 15.3, the Banks and the Agent hereby agree that the Agent
shall not be obliged to make available to any Person any sum which the Agent is
expecting to receive for the account of that Person until the Agent has
determined that it has received that sum. The Agent may, however, disburse
funds prior to determining that the sums which the Agent expects to receive
have been finally and unconditionally paid to the Agent, if the Agent wishes to
do so. If and to the extent that the Agent does disburse funds and it later
becomes apparent that the Agent did not then receive a payment in an amount
equal to the sum paid out, then any Person to whom such Agent

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<PAGE> 60
made the funds available shall, on demand from the Agent, refund to the Agent
the sum paid to that Person.

(b) If, in the reasonable opinion of the Agent, the
distribution to the Banks of any amount received by it in such capacity
hereunder or under other documents referred to herein might involve it in
liability, it may refrain from making distribution until its right to make
distribution shall have been adjudicated by a court of competent jurisdiction.
If a court of competent jurisdiction shall adjudge that any amount received and
distributed by the Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay the Agent its
proportionate share of the amount so adjudged to be repaid or shall pay over
the same in such manner and to such Persons as shall be determined by such
Court.

15.5 DOCUMENTS AND NOTICE. The Agent will
forward to each Bank, promptly after the receipt thereof, a copy of each notice
or other document furnished to the Agent for such Bank hereunder. The Agent
will promptly notify the banks of (a) any notice of an Event of Default which
the Agent delivers to the Company or (b) any Default or Event of Default of
which the Agent has actual knowledge.

15.6 NON-RELIANCE ON AGENT AND OTHER BANKS. Each
Bank represents that it has, independently and without reliance on the Agent or
any other Bank, and based on such documents and information as it has deemed
appropriate, made its own appraisal of the financial condition and affairs of
the Company and decision to enter into this Agreement and the other documents
referred to herein and agrees that it will, independently and without reliance
on the Agent or any other Bank, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own appraisals and
decisions in taking or not taking action under this Agreement or any other
documents referred to herein. The Agent shall not be required to keep informed
as to the performance or observance by the Company of this Agreement or any
other document referred to or provided for herein or by any other person of any
other agreement or to make inquiry of, or to inspect the properties or books
of, any Person. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the Agent
hereunder, the Agent shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning which may come into the
possession of the Agent or any of its Affiliates. Each Bank shall have access
to all documents relating to the Agent's performance of its duties hereunder at
such Bank's request. Unless any Bank shall promptly object to any action taken
by the Agent hereunder (other than actions to which the provisions of Section
28 are applicable and other than gross negligence and willful misconduct by the
Agent), such Bank shall conclusively be presumed to have approved the same.

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<PAGE> 61
15.7 CONTINENTAL AND AFFILIATES. With respect to
Continental's commitment and any Loan by Continental under this Agreement and
any Note and any interest of Continental in any Note, Continental shall have
the same rights and powers under this Agreement and such Note, as any other
Bank and may exercise the same as though it were not the Agent. Subject to the
limitations set forth in this Agreement, Continental and its affiliates may
accept deposits from, lend money to, and generally engage, and continue to
engage, in any kind of business with the Company as if Continental were not the
Agent.

15.8 NOTICE TO HOLDER OF NOTES. The Agent may
deem and treat the payees of the Notes as the owners thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof has been
filed with the Agent. Any request, authority or consent of any holder of any
Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note.

15.9 RESIGNATION OR REMOVAL OF AGENT. The Agent
may resign at any time by giving 30 days' prior written notice thereof to the
Banks and the Company. Upon any such resignation, the Banks shall have the
right to appoint a successor Agent, who shall be one of the Banks, or, if not
one of the Banks, shall be reasonably acceptable to the Company. If no
successor Agent shall have been so appointed within 30 days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Banks, appoint a successor Agent, which shall be a financial institution
having a combined capital and surplus in excess of $300,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation, the provisions of this Agreement shall continue
in effect for its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as Agent.

15.10 WITHHOLDING TAX FORMS. Each Bank represents
and warrants, for the benefit of the Company and the Agent, that it is and will
remain during the terms of this Agreement either a U.S. Person or otherwise
entitled to receive interest payments and all other payments due hereunder
without withholding or deduction of any income or other taxes with respect to
any jurisdiction. Each Bank that is not a U.S. Person shall deliver to the
Company and the Agent, on or before the date of disbursement of the initial
Loans, two (2) original United States Internal Revenue Service Forms 1001 or
4224 or any successor to either of such forms, as appropriate, properly
completed and claiming complete exemption from withholding and deduction of all
United States income taxes.

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<PAGE> 62
16. ASSIGNMENT; PARTICIPATION. (a) Except as provided
herein, each Bank may, with the prior written consent of the Company and of the
Agent (such consent not to be unreasonably withheld), assign to one or more
banks or other financial institutions all or a portion of its interests, rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment Percentage and Commitment hereunder and the Note or
Notes held by it); provided, however, that (i) each such assignment shall be
of a fixed, and not a varying, percentage of all the assigning Bank's rights
and obligations under this Agreement, (ii) the amount of the assigning Bank's
portion of the Total Commitment or the aggregate principal amount of the Term
Loans, as the case may be, subject to each such assignment (determined as of
the date of the Assignment with respect to such assignment) shall in no event
be less than $5,000,000 and shall be in an amount which is an integral multiple
of $1,000,000, and (iii) the parties to such assignment shall execute and
deliver to the Agent, for recording in the Register, an Assignment and
Acceptance, substantially in the form of EXHIBIT F hereto (the "Assignment"),
together with any Note or Notes subject to such assignment and together with
payment by the assigning bank to the Agent, for the accounts of the Agent, an
assignment administration fee in the amount of $2,500. Upon such execution,
delivery, acceptance and recording, from and after the date of each Assignment,
the assignee thereunder shall be a party hereto and, to the extent provided in
such Assignment, have the rights and obligations of a Bank hereby.

(b) The Agent shall maintain a copy of each Assignment
delivered to it and a register for the recordation of the names and addresses
of the Banks and the Commitment Percentages of the Banks from time to time (the
"Register"). The entries in the Register shall be conclusive, in the absence
of manifest error, and the Company, the Agent and the Banks may treat each
person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or the Banks at any reasonable time and from time to time upon
reasonable prior notice.

(c) Promptly upon the Agent's receipt of an Assignment
executed by the parties thereto and the assignment administration fee described
in Section 16(a) hereof, the Agent shall (i) record the information contained
therein in the Register, and (ii) give prompt notice thereof to the Company and
the Banks.

(d) The Company, at its own expense, shall immediately
execute and deliver to the Agent, for subsequent delivery to the applicable
Bank or Banks, in exchange for the surrendered Note or Notes, a new Note or
Notes to the order of the applicable assignee in an amount equal to the amount
assumed by such assignee pursuant to such Assignment and if the assigning Bank
has retained some portion of its obligations hereunder, a new Note or Notes to
the order of the assigning Bank in an amount equal to the amount retained by it

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<PAGE> 63
hereunder. The aggregate principal amount of such new Note or Notes shall be
equal to the aggregate principal amount of the surrendered Note or Notes, shall
be dated the date of such Assignment and shall otherwise be in substantially
the form of the assigned Notes. Notwithstanding the first sentence of this
subsection (d), the Company shall not be liable for the payment of any transfer
taxes incurred by any party to an assignment as the result of transfer or
issuance of any Note in connection therewith.

(e) Contemporaneously with the delivery of the new Note
or Notes to the Agent, as specified in (d) above, the surrendered Note or Notes
shall be cancelled and returned to the Company.

(f) Each Bank may, with the prior written consent of the
Company and the Agent (such consent not to be unreasonably withheld), sell
participations to one or more banks or other entities in all or a portion of
its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment hereunder, the Term Loan owing to it and the
Note or Notes held by it); PROVIDED, HOWEVER, that the only rights granted to
the participant pursuant to such participation arrangements with respect to
waivers, amendments or modifications of this Agreement shall be the right to
approve waivers, amendments or modifications which require the consent of all
of the Banks as provided in Section 28 hereof.

(g) No Bank shall be permitted to enter into any
Assignment of its Loans or Notes to any Person who (i) is not a U.S. Person
unless, in connection with such Assignment, such Person represents and warrants
to the Company, the Agent and such Bank that such Person, as at the date of
such Assignment, is entitled to receive interest payments and all other
payments due hereunder without withholding or deduction of any income or other
taxes and such Person executes and delivers to the Company, the Agent (with
copies to such Bank), on or before the date of execution and delivery of such
Assignment, two (2) original United States Internal Revenue Service Form 1001
or 4224, or any successor to either of such forms, as appropriate, properly
completed and claiming complete exemption from withholding and deduction of all
United States income taxes.

17. CONSENT TO JURISDICTION; WAIVER OF TRIAL BY JURY.
(a) The Company hereby irrevocably submits to the jurisdiction of any Illinois
state or federal court sitting in Chicago, Illinois over any action or
proceeding arising out of or relating to this Agreement and the Company hereby
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined in such Illinois state or federal court. Service of
copies of the summons and complaint and any other process in any action or
proceeding may be made to the Company by mailing or delivering a copy of such
process to the Company at the Company's address as specified in Section 24
hereof. The Company agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in

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other jurisdictions by suit on the judgment or in any other manner provided by
law.

(b) Nothing in this Section 17 shall affect the right of
the Agent to serve legal process in any other manner permitted by law or affect
the right of the Agent to bring any action or proceeding against the Company or
its property in the courts of any other jurisdictions.

(c) The Company hereby waives all rights to trial by jury
in any action, suit, proceeding or counterclaim arising out of or relating to
this Agreement or any other agreement, instrument or other document executed in
connection herewith.

18. BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by all the parties hereto and shall
be binding upon and inure to the benefit of the Company, the Banks and the
Agent and their respective successors and assigns, except that the Company
shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Banks and any attempted assignment
without such consent shall be void.

19. FEES AND EXPENSES; INDEMNITY. Whether or not the
transactions contemplated hereby are consummated, the Company will promptly pay
all costs of the Agent in preparing the Loan Documents and all costs and
expenses of the issue of the Notes and of the Parent's, Company's and their
Subsidiaries' performance of and compliance with all agreements and conditions
contained herein on its part to be performed or complied with (including,
without limitation, all costs of filing or recording any assignments and other
documents), and the reasonable fees and expenses and disbursements of special
counsel to the Agent, in connection with the preparation, execution and
delivery, administration, interpretation and enforcement of this Agreement, the
other Loan Documents and all other agreements, instruments and documents
relating to this transaction, the consummation of the transactions contemplated
by all such documents, the preservation of all rights of the Banks and the
Agent, the negotiation, preparation and execution and delivery of any
amendment, modification or supplement of or to, or any consent or waiver under,
any such document (or any such instrument which is proposed but not executed
and delivered) and with any claim or action threatened, made or brought against
any Bank and/or the Agent arising out of or relating to any extent to this
Agreement, the other Loan Documents or the transactions contemplated hereby or
thereby. In addition, the Company will promptly pay all costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel)
suffered or incurred by the Banks in connection with its enforcement of the
payment of the Notes or any other sum due to it under this Agreement or any of
the other Loan Documents or any of its other rights hereunder or thereunder.
In addition to the foregoing, the Company shall indemnify the Banks and the
Agent and their

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directors, officers, employees, attorneys and agents against, and hold each of
them harmless from, any losses, liabilities, damages, claims, costs and
expenses (including reasonable attorneys' fees and disbursements) suffered or
incurred by any of them arising out of, resulting from or in any manner
connected with, the execution, delivery and performance of each of the Loan
Documents, the Loans and any and all transactions related to or consummated in
connection with the Loans, including, without limitation, losses, liabilities,
damages, claims, costs and expenses suffered by the Banks or the Agent or any
of their directors, officers, employees, attorneys or agents arising out of or
related to any Environmental Matter, Environmental Liability or Environmental
Proceeding, or in investigating, preparing for, defending against, or providing
evidence, producing documents or taking any other action in respect of any
commenced or threatened litigation, administrative proceeding or investigation
under any federal securities law or any other statute of any jurisdiction, or
any regulation, or at common law or otherwise, which is alleged to arise out of
or is based upon: (i) any untrue statement or alleged untrue statement of any
material fact of the Company and its affiliates in any document or schedule
filed with the Securities and Exchange Commission or any other governmental
body; (ii) any omission or alleged omission to state any material fact required
to be stated in such document or schedule, or necessary to make the statements
made therein, in light of the circumstances under which made, not misleading;
(iii) any acts, practices or omission or alleged acts, practices or omissions
of the Company or its agents related to the making of any acquisition, purchase
of shares or assets pursuant thereto, financing of such purchases or the
consummation of any other transactions contemplated by any such acquisitions
which are alleged to be in violation of any federal securities law or of any
other statute, regulation or other law of any jurisdiction applicable to the
making of any such acquisition, the purchase of shares or assets pursuant
thereto, the financing of such purchases or the consummation of the other
transactions contemplated by any such acquisition; or (iv) any withdrawals,
termination or cancellation of any proposed such acquisition for any reason
whatsoever other than the failure of the Banks to perform their obligations
hereunder as required by law. The Banks and the Agent shall give the Company
written notice of any event for which indemnification is sought promptly after
it shall have become aware of the same, provided that the failure to give such
notice shall not affect the Company's obligations under this Section 19. The
Company shall have the right to control the defense and/or settlement of any
action or suit which gives rise to indemnification hereunder, PROVIDED that the
Company shall obtain the prior written consent of the Banks and the Agent to
all actions taken by the Company with respect to any such action, suits or
settlement (which consent shall not be unreasonably withheld or delayed). The
indemnity set forth herein shall be in addition to any other obligations or
liabilities of the Company to the Banks and the Agent hereunder or at common
law or otherwise. The covenants of this Section 19 shall survive the

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payment or satisfaction of payment of amounts owing with respect to the Loans.

20. REMEDIES CUMULATIVE. Each and every right granted to
the Banks and the Agent hereunder or under any other document delivered
hereunder or in connection herewith, or allowed it by law or equity, shall be
cumulative and may be exercised from time to time. No failure on the part of
any Bank or the Agent or the holder of any Note to exercise, and no delay in
exercising, any right shall operate as a waiver thereof, nor shall any single
or partial exercise of any right preclude any other or future exercise thereof
or the exercise of any other right. The due payment and performance of the
Company's indebtedness, liabilities and obligations under the Notes and this
Agreement shall be without regard to any counterclaim, right of offset or any
other claim whatsoever which the Company may have against the Banks and the
Agent and without regard to any other obligation of any nature whatsoever which
the Banks and the Agent may have to the Company, and no such counterclaim
(other than any compulsory counterclaims) or offset shall be asserted by the
Company in any action, suit or proceeding instituted by any Bank for payment or
performance of the Company's indebtedness, liabilities or obligations under the
Notes, this Agreement or any of the other Loan Documents or otherwise.

21. FURTHER ASSURANCES. At any time and from time to
time, upon the request of any Bank or the Agent, the Company shall execute,
deliver and acknowledge or cause to be executed, delivered and acknowledged,
such further documents and instruments and do such other acts and things as
such Bank or the Agent may reasonably request in order to fully effect the
purposes of this Agreement, the other Loan Documents and any other agreements,
instruments and documents delivered pursuant hereto or in connection with the
Loans.

22. SURVIVAL OF COVENANTS. All covenants, agreements,
representations and warranties made herein and in any certificates or other
papers delivered by or on behalf of the Company pursuant hereto are material
and shall be deemed to have been relied upon by the Agent and the Banks,
notwithstanding any investigation heretofore or hereafter made by the Agent or
the Banks, and shall survive the making by the Banks of the Loans as herein
contemplated and shall continue in full force and effect so long as any Loans
or other amounts due under this Agreement remain outstanding and unpaid. All
statements contained in any certificate or other paper delivered to the Agent
or the Banks at any time by or on behalf of the Company pursuant hereto or in
connection with the transaction contemplated hereby shall constitute
representations and warranties by the Company hereunder.

23. SEVERABILITY. The provisions of this Agreement are
severable, and if any clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such

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clause or provision, or part thereof, in such jurisdiction and shall not in any
manner affect such clause or provision in any other jurisdiction, or any other
clause or provision in this Agreement in any jurisdiction. Each of the
covenants, agreements and conditions contained in this Agreement is independent
and compliance by the Company with any of them shall not excuse noncompliance
by the Company with any other. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of an Event of Default or Default if such action is taken or
condition exists.

24. NOTICE. Except as otherwise specified herein, all
notices and other communications made or required to be given pursuant to this
Agreement shall be in writing and shall be either delivered by hand or mailed
by United States of America first-class mail, postage prepaid, or sent by
telegraph, confirmed by letter, addressed as follows:

(a) if to the Company, at 60 State Street, Boston,
Massachusetts 02109, Attention: Michael J. Soja, Vice President and
Chief Financial Officer, or at such other address for notice as the
Company shall last have furnished in writing to the Person giving the
notice; and

(b) if to the Agent, at 231 South LaSalle Street,
Chicago, Illinois, Attention: Leasing and Finance Company Division or
at such other address for notice as the Agent shall last have
furnished in writing to the Person giving the notice.

(c) if to any Bank, at the address set forth opposite
such Bank's signature hereto, or such other address for notice as such
Bank shall last have furnished in writing to the Person giving such
notice.

All such notices and communication shall, when mailed, telexed
or cabled, be effective when deposited in the mails or delivered to the telex
or cable system, respectively, except the notices and communications to the
Agent and the Banks pursuant to Sections 2, 3, 4 and 5 hereof shall not be
effective until received by such Person. The agents and the Banks shall be
deemed to have received notices given by telephone upon receipt of such
telephone call, PROVIDED that such Person receives a confirming facsimile or
telex on the same day such telephone call is received.

25. GOVERNING LAW. This Agreement shall for all purposes
be construed in accordance with and governed by the internal substantive laws
of the State of Illinois without regard to the conflicts of laws provisions
thereof.

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26. MISCELLANEOUS. The rights and remedies herein
expressed are cumulative and not exclusive of the other rights which the Banks
would otherwise have. Any instruments required by any of the provisions hereof
to be in the form annexed hereto as an exhibit shall be substantially in such
form with such changes therefrom, if any, as may be approved by the Majority
Banks and the Company. The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof. This
Agreement or any amendment may be executed in separate counter parts, each of
which when so executed and delivered shall be an original, but all of which
together shall constitute one instrument. In proving this Agreement, it shall
not be necessary to produce or account for more than one Agreement, executed by
each of the parties hereto.

27. ENTIRE AGREEMENT. This Agreement and any other
documents executed in connection herewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Agreement nor any term hereof may be changed, waived, discharged or terminated
orally or in writing, except as provided in Section 28 hereof.

28. CONSENTS, AMENDMENTS AND WAIVERS. Except as
otherwise expressly provided in this Section 28 or otherwise in this Agreement
and except with respect to the Fee Letter Agreement (which may be amended or
modified with the approval of all parties thereto), any action to be taken or
any consent or approval required or permitted by this Agreement to be given by
the Banks may be given, and any term of this Agreement or any other instrument,
document or agreement related to this Agreement may be amended and the
performance or observance by the Company or any other Person of any of the
terms thereof and any Default or Event of Default (as defined in any of the
above referenced documents or instruments) may be waived (either generally or
in a particular instance and either retroactively or prospectively) with, but
only with, the written consent of the Majority Banks; PROVIDED, HOWEVER, that
no such consent or amendment which affects the rights, duties or liabilities of
the Agent shall be effective without the written consent of the Agent.
Notwithstanding the foregoing, no amendment, waiver or consent shall, unless
in writing and signed by all of the Banks, do any of the following: (a)
increase the principal amount of the Loans (or subject the Banks to any
additional obligations); (b) reduce the principal of or interest on the Notes
or any fees payable hereunder; (c) extend or postpone any date fixed for any
payment in respect of principal of, or interest on, the Loans, or any fees
payable hereunder; (d) change the definition of "Majority Banks" or the
aggregate Commitment Percentage, or the aggregate amount of Loans, or other of
Banks which shall be required for the Banks or any of them to take any action
under this Agreement or any other document referred to herein; (e) amend
Sections 16, 19 or this Section 28 or (f) change the Commitment Percentage of
any Bank, except by assignments pursuant to and in accordance with the terms of
Section 16 hereof.

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No waiver shall extend or affect any obligation not expressly
waived or impair any right consequent thereon. No course of dealing or delay
or omission on the part of any Bank or the Agent in exercising any right shall
operate as a waiver thereof or otherwise be prejudicial thereto. No notice to
or demand upon the Company shall entitle the Company to other or further notice
or demand in similar or other circumstances.

29. AGREEMENT AS TO BROKERS. The Company hereby agrees
to indemnify and hold the Banks harmless against and in respect of any claim
for brokerage or other commissions relating to this Agreement or the
transactions contemplated hereby resulting from the Company's dealings with any
broker in connection with this transaction. Each Bank agrees to indemnify and
hold the Company harmless against and in respect of any claim for brokerage or
other commissions relating to this Agreement or the transactions contemplated
hereby resulting from such Bank's dealings with any broker in connection with
this transaction.

Signed, sealed and delivered, as of the date set forth at the
beginning of this Amended and Restated Revolving Credit and Term Loan
Agreement, by the Company, the Banks and the Agent.

XTRA, INC.
60 State Street
Boston, Massachusetts 02109

By: /s/ Christopher P. Joyce
------------------------
Title: Treasurer
---------------------

CORESTATES BANK, N.A.
1500 Market Street, West Tower
Philadelphia, Pennsylvania 19101

By: /s/ Verna R. Prentice
------------------------
Title: Vice President
---------------------

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NATIONAL WESTMINSTER BANK USA
175 Water Street
New York, New York 10038

By: /s/ Harris Mehos
----------------------------
Title: Vice President
-------------------------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
1230 Peachtree Street, N.E.
Suite 3600
Atlanta, Georgia 30309

By: /s/ Robert Kilgannon
----------------------------
Title: Vice President
-------------------------

CONTINENTAL BANK N.A.

Address:

231 South LaSalle Street
Chicago, Illinois 60697
Attention: Leasing and Finance
Co. Division

By: /s/ Bonita J. Althoff
----------------------------
Title: Vice President
-------------------------

CONTINENTAL BANK N.A., AS AGENT

Address:
231 South LaSalle Street
Chicago, Illinois 60697
Attention: Leasing and Finance
Co. Division

By: /s/ Bonita J. Althoff
----------------------------
Title: Vice President
-------------------------

<PAGE> 1

GUARANTY

GUARANTY, dated as of October 2, 1992, by XTRA CORPORATION (the
"Guarantor"), in favor of the Banks (as defined in the Credit Agreement
referred to below). In consideration of the Banks giving, in their discretion,
time, credit or banking facilities or accommodations to XTRA, Inc. and its
successors (the "Company"), the Guarantor agrees as follows:

1. GUARANTY OF PAYMENT AND PERFORMANCE. The Guarantor hereby
irrevocably, absolutely and unconditionally guarantees to the Banks the full
and punctual payment when due (whether at maturity, by acceleration or
otherwise), and the performance, of all liabilities, agreements and other
obligations of the Company to the Banks, whether direct or indirect, absolute
or contingent, due or to become due, secured or unsecured, now existing or
hereafter arising under the Revolving Credit and Term Loan Agreement (as the
same may be amended or modified from time to time, the "Credit Agreement")
dated as of October 2, 1992 among the Company, the Bank, such other banks as
may become parties thereto from time to time, and First Union National Bank of
North Carolina, as agent, and the Notes (the "Obligations"). Capitalized terms
used herein without definition which are defined in the Credit Agreement shall
have the same meanings herein as in the Credit Agreement. This Guaranty is an
absolute, unconditional and continuing guaranty of the full and punctual
payment and performance of the Obligations and not of their collectibility only
and is in no way conditioned upon any requirement that any Bank first attempt
to collect any of the Obligations from the Company or resort to any security or
other means of obtaining payment of the Obligations which the Banks may now
have or may acquire after the date hereof, or upon any other contingency
whatsoever. Should the Company default in the full and punctual payment or
performance of any of the Obligations, the liabilities and obligations of the
Guarantor hereunder shall become immediately due and payable to the Banks,
without demand or notice of any nature, all of which are expressly waived by
the Guarantor. Payments by the Guarantor hereunder may be required by the
Banks on any number of occasions.

2. GUARANTOR'S AGREEMENT TO PAY. The Guarantor further agrees,
as the principal obligor and not as a guarantor only, to pay to the Agent for
the benefit of, on demand, all costs and expenses (including court costs and
legal fees and expenses) incurred or expended by the Banks in connection with
the Obligations, this Guaranty and the enforcement thereof.

3. LIMITED GUARANTY. The liability of the Guarantor shall be
limited to the Obligations and the obligations of the Guarantor set forth in
Section 2 hereof.

<PAGE> 2
4. WAIVERS BY GUARANTOR; BANKS' FREEDOM TO ACT. The Guarantor
agrees that the Obligations will be paid and performed strictly in accordance
with their respective terms regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Bank with respect thereto. The Guarantor waives, to maximum
extent permitted by law, presentment, demand, protest, notice of acceptance,
notice of Obligations incurred, notice of default or nonpayment, notice of
dishonor and all other notices of any kind, all defenses which may be available
by virtue of any valuation, stay, moratorium law, or other similar law now or
hereafter in effect, any right to require the marshalling of assets of the
Company, and all suretyship defenses generally. Without limiting the
generality of the foregoing, the Guarantor agrees to the provisions of any
instrument evidencing, securing or otherwise executed in connection with any
Obligation and agrees, to the maximum extent permitted by law, that the
obligations of the Guarantor hereunder shall not be released or discharged, in
whole or in part, or otherwise affected by (i) the failure of any Bank to
assert any claim or demand or to enforce any right or remedy against the
Company; (ii) any extensions or renewals of any Obligation; (iii) any
rescissions, waivers, amendments or modifications of any of the terms or
provisions of any agreement or instrument evidencing, securing or otherwise
executed in connection with any Obligation; (iv) the substitution or release of
any entity primarily or secondarily liable for any Obligation; (v) the adequacy
of any rights any Bank may have against any collateral or other means of
obtaining repayment of the Obligations; (vi) the impairment of any collateral
securing the Obligations, including without limitation the failure to perfect
or preserve any rights any Bank might have in such collateral or the
substitution, exchange, surrender, release, loss or destruction of any such
collateral; or (vii) to the fullest extent permitted by applicable law, any
other act or omission which might in any manner or to any extent vary the risk
of the Guarantor or otherwise operate as a release or discharge of the
Guarantor, all of which may be done without notice to the Guarantor.

5. UNENFORCEABILITY OF OBLIGATIONS AGAINST COMPANY. If for any
reason the Company has no legal existence or is under no legal obligation to
discharge any of the Obligations undertaken or purported to be undertaken by it
or on its behalf, or if any of the Obligations have become irrecoverable from
the Company by operation of law or for any other reason, this Guaranty shall
nevertheless be binding on the Guarantor to the same extent as if the Guarantor
at all times had been the principal obligor on all such Obligations. In the
event that acceleration of the time for payment of the Obligations is stayed
upon the insolvency, bankruptcy or reorganization of the Company, or for any
other reason, all such amounts otherwise subject to acceleration under the
terms of any agreement or instrument evidencing, securing or

-2-

<PAGE> 3
otherwise executed in connection with any Obligation shall be immediately due
and payable by the Guarantor.

6. WAIVER OF SUBROGATION; SUBORDINATION. Notwithstanding any
other provision of this Guaranty, the Guarantor hereby forever waives all
rights of subrogation against the Company arising as a result of payment by the
Guarantor hereunder and will not prove any claim in competition with any Bank
in respect of any payment hereunder in bankruptcy or insolvency proceedings of
any nature. The Guarantor hereby acknowledges that the waiver contained in the
preceding sentence (the "Subrogation Waiver") is given as an inducement to the
Banks to consummate the transactions contemplated by the Credit Agreement and
any other agreement referred to therein and, in consideration of the
willingness of the Bank to consummate said transactions, the Guarantor agrees
that it shall not in any way amend or modify the Subrogation Waiver without the
prior written consent of the Banks. The Guarantor further acknowledges that
the Subrogation Waiver is made for the benefit of any and all creditors of the
Company, whether existing on the date hereof or thereafter arising, whether the
claim of any such creditor against the Company is direct or indirect, joint or
several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or
otherwise. This Subrogation Waiver and the provisions of this section shall
survive the expiration or termination of the Credit Agreement, this Guaranty
and the other Loan Documents. The Guarantor will not claim any set-off or
counterclaim against the Company in respect of any liability of the Guarantor
to the Company; the Guarantor will not claim any set- off or counterclaim
(other than any compulsory counterclaim) against any Bank in any proceeding or
action to enforce this Guaranty; and the Guarantor waives any benefit of and
any right to participate in any collateral which may be held by any Bank. The
payment of any amounts due with respect to any indebtedness of the Company now
or hereafter held by the Guarantor is hereby subordinated to the prior payment
in full of the Obligations. The Guarantor agrees that after the occurrence of
any Event of Default in the payment or performance of the Obligations, the
Guarantor will not demand, sue for or otherwise attempt to collect any such
indebtedness of the Company to the Guarantor. If, notwithstanding the
foregoing sentence, the Guarantor shall collect, enforce or receive any amounts
in respect of such indebtedness, such amount shall be collected, enforced and
received by the Guarantor as trustee for the Banks and be paid over to the
Agent on account of the Obligations without affecting in any manner the
liability of the Guarantor under the other provisions of this Guaranty.

7. SETOFF. Each Bank is hereby authorized at any time and from
time to time, without notice to the Guarantor (any such notice being expressly
waived by the Guarantor) and to the fullest extent permitted by law, to set off
and apply such

-3-

<PAGE> 4
deposits and other sums against the obligations of the Guarantor under this
Guaranty.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Guarantor
hereby represents, warrants, and covenants to and with the Bank that:

8.1 (A) CORPORATE STATUS. The Guarantor is a
corporation duly formed, validly existing and in good standing under the laws
of the State of Delaware and has the power and authority to own its property,
conduct its business as now being conducted and to make and perform this
Guaranty and the transactions contemplated hereby, and is duly qualified to do
business and in good standing as a foreign corporation in each jurisdiction
where the nature and extent of the business conducted by it, or property owned
by it, and applicable law required such qualification, except where the failure
to so qualify would not have a material adverse effect on the Guarantor and its
Subsidiaries, taken as a whole.

(B) AUTHORIZATION. The execution, delivery and
performance of this Guaranty by the Guarantor have been duly authorized by all
necessary corporate action and will not violate any provision of law or any
order of any court or governmental agency or the charter, or other
incorporation papers or bylaws (or the equivalent thereof) of the Guarantor or
conflict with, or result in a breach of, or constitute (with or without notice
or lapse of time or both) a default under, or result in the creation of any
security interest, lien, charge or encumbrance upon any property or assets of
the Guarantor pursuant to any agreement, indenture or other instrument to which
it is a party or by which it may be bound which would have a material adverse
effect upon the financial condition or operations of the Guarantor and its
Subsidiaries, taken as a whole.

(C) LITIGATION. Except as disclosed to the Banks
in writing prior to the execution hereof, no action, suit, investigation or
proceeding is pending or known to be threatened against or affecting the
Guarantor which, if adversely determined, would have a material adverse effect
upon the financial condition or operations of the Guarantor and its
Subsidiaries, taken as a whole.

(D) ABSENCE OF DEFAULT. The Guarantor is not in
default under any provision of its charter, or other incorporation papers,
bylaw (or the equivalent thereof) or stock provisions or any amendment of any
thereof, or any provision of law, or of any agreement, note, indenture or other
instrument to which it is a party or by which it or any of its property is
bound, or of any order of any court or public body or authority by which it or
any of its property is bound, which would have a material adverse effect upon
the financial condition or

-4-

<PAGE> 5
operations of the Guarantor and its Subsidiaries, taken as a whole.

(E) NO CONSENTS REQUIRED. No license, consent or
approval of or filing with any governmental body or other regulatory authority
is required for the making and performance of this Guaranty by the Guarantor or
any instrument or transaction contemplated herein. The Guarantor holds all
certificates and authorizations of all governmental agencies and authorities
required by law to governmental agencies and authorities required by law to
enable it to engage in the business currently transacted by it, except where
the failure to obtain such certificates and authorization would not have a
material adverse effect upon the financial condition or operations of the
Guarantor and its Subsidiaries, taken as a whole.

(F) ENFORCEABILITY. This Guaranty is the valid
and legally binding obligation of the Guarantor, enforceable in accordance with
its terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting generally the enforcement
of creditors' rights.

(G) SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
All representations and warranties of the Guarantor made herein shall survive
until payment in full of all of the Obligations.

8.2. CERTAIN NEGATIVE COVENANTS. The Guarantor covenants
and agrees that, until all of the Obligations have been paid and satisfied in
full, the following covenants shall be complied with:

(a) The Guarantor shall not create or suffer to
exist any mortgage, pledge, deed of trust or security interest on the capital
stock (or any indebtedness convertible in capital stock) of any of its
Subsidiaries.

(b) The Guarantor shall not permit the ratio of
Consolidated Liabilities of the Guarantor and its Subsidiaries to Consolidated
Net Worth of the Guarantor and its Subsidiaries to exceed 3.5 to 1 as of the
end of any fiscal quarter.

9. TERMINATION; REINSTATEMENT. The obligations of the Guarantor
under this Guaranty shall remain in full force and effect until all of the
Obligations have been indefeasibly satisfied. This Guaranty shall continue to
be effective or be reinstated, if at any time any payment made or value
received with respect to an Obligation is rescinded or must otherwise be
returned by any Bank upon the insolvency, bankruptcy or reorganization of the
Company, or otherwise, all as though such payment had not been made or value
received.

-5-

<PAGE> 6
10. SUCCESSORS AND ASSIGNS. The obligations represented by this
Guaranty may not be assigned or delegated by the Guarantor without the prior
written consent of the Banks. This Guaranty shall be binding upon the
Guarantor, its permitted successors and assigns, and shall inure to the benefit
of and be enforceable by each Bank and its successors, transferees and assigns.
Without limiting the generality of the foregoing sentence, each Bank may assign
or otherwise transfer this Guaranty and/or any agreement or any note held by it
evidencing, securing or otherwise executed in connection with the Obligations,
or sell participations in any interest therein, to any other person or entity
and such other person or entity shall thereupon become vested to the extent set
forth in the agreement evidencing such assignment, transfer or participation,
with all the rights in respect thereof granted to such Bank herein.

11. AMENDMENTS AND WAIVERS. No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the Guarantor
therefrom shall be effective unless made in writing and the same shall be
signed by the Agent. No failure on the part of any Bank to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right.

12. NOTICES. All notices and other communications called for
hereunder shall be made in accordance with Section 24 of the Credit Agreement
(and shall be deemed to be effective at the times provided therein), addressed
as follows: if to the Guarantor, at the address set forth beneath the
appropriate signature line hereto, and if to the Banks, at the address set
forth for the Banks in the Credit Agreement, or at such other address as any
party may designate in writing in accordance with the provisions hereof.

13. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF TRIAL BY
JURY. This Guaranty is intended to take effect as a sealed instrument and
shall be governed by, and construed in accordance with the laws of the State of
New York. The Guarantor agrees that any suit for the enforcement of this
Guaranty may be brought in the courts of the State of New York or any Federal
Court sitting therein and consents to the non-exclusive jurisdiction of such
court and to service of process in any such suit being made upon the Guarantor
by mail at the address of the Company specified in 21 of the Credit Agreement.
The Guarantor hereby waives any objection that it may now or hereafter have the
venue of any such suit or any such court or that such suit was brought in an
inconvenient court. The Guarantor hereby waives all rights to trial by jury in
any action, suit, proceeding or counterclaim arising out of or relating to this
Guaranty or any other agreement, instrument or other document executed in
connection therewith.

-6-

<PAGE> 7
14. MISCELLANEOUS. This Guaranty constitutes the entire agreement
of the Guarantor with respect to the matters set forth herein. The rights and
remedies herein provided are cumulative and not exclusive of any remedies
provided by law or any other agreement, and this Guaranty shall be in addition
to any other guaranty of the Obligations. The invalidity or unenforceability
of any one or more sections of this Guaranty shall not affect the validity or
enforceability of its remaining provisions. Captions are for the ease of
reference only and shall not affect the meaning of the relevant provisions.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
executed and delivered by its duly authorized officer as of the date first
written above.

XTRA CORPORATION

By: /s/ MICHAEL J. SOJA
Title: Vice President
Finance and Treasurer

Address: 60 State Street
Boston, Massachusetts 02109

Accepted and agreed to:

FIRST UNION NATIONAL BANK OF
NORTH CAROLINA

By: /s/ SCOTT SHANNON
Title: Vice President

-7-

<PAGE> 8
CONSENT OF GUARANTOR

Dated as of January 14, 1994

Reference is made to the Amended and Restated Revolving Credit and
Term Loan Agreement dated as of the date hereof (the "Amended and Restated
Credit Agreement") among XTRA, INC., a Maine corporation (the "Company"),
CONTINENTAL BANK N.A. ("Continental"), NATIONAL WESTMINSTER BANK USA, a
national banking association ("NatWest"), CORESTATES BANK, N.A., a national
banking association ("CoreStates"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, a national banking association ("Bank of America"), such other
banks as may become parties to the Credit Agreement (as hereinafter defined)
from time to time in accordance with the provisions thereof and CONTINENTAL
BANK N.A., as Agent (the "Agent"). Capitalized terms used herein and not
otherwise defined herein have the respective meanings set forth in the Amended
and Restated Credit Agreement.

The undersigned party (the "Guarantor") hereby consents to the
execution, delivery and performance of the Amended and Restated Credit
Agreement and agrees that the Guaranty, dated as of October 2, 1992, of the
Guarantor in favor of the Banks is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, except that, on
and after the date hereof, (i) each reference in such Guaranty to the "Credit
Agreement", "thereunder", "thereof", "therein", and words of like import
referring to the Revolving Credit and Term Loan Agreement, dated as of October
2, 1992 (the "Credit Agreement") as amended by the First Amendment to the
Credit Agreement, dated as of November 25, 1992, as further amended by the
Second Amendment to the Credit Agreement, dated as May 27, 1993, as further
amended by, the Third Amendment to the Credit Agreement, dated September 30,
1993, as further amended by the Fourth Amendment to Credit Agreement, dated
September 30, 1993, shall mean and be a reference to the Amended and Restated
Credit Agreement.

This Consent shall be governed by, and construed in accordance with,
the laws of the State of Illinois.

XTRA CORPORATION

By: /s/ JAMES R. LAJOIE
Title: Vice President

-8-

<PAGE> 1

EXHIBIT 11.1

<TABLE>
XTRA Corporation
Earnings Per Share Calculations
-------------------------------
For the three months ended December 31, 1993 and 1992
(Thousands of dollars except per share amounts)
(Unaudited)

<CAPTION>
1993 1992
--------- ---------
<S> <C> <C>
Net Income $ 15,746 $ 13,093

Dividends on and accretion of issuance costs
of Series C Cumulative Redeemable
Exchangeable Preferred Stock - (963)
--------- ---------
Net Income before dividends
on Series B Preferred Stock $ 15,746 $ 12,130

Less: Preferred Stock Dividends - Series B - (806)
--------- ---------
Net Income Available to Common Stockholders $ 15,746 $ 11,324
========= =========
Primary EPS
- -----------

Primary Shares Outstanding (in thousands): 17,009 11,893

Primary Earnings Per Share $ 0.93 $ 0.95
========= =========

Fully Diluted EPS
- -----------------

Fully Diluted Shares Outstanding (in thousands): 17,013 15,444

Fully Diluted Earnings Per Share $ 0.93 $ 0.79
========= =========
</TABLE>

<PAGE> 2

EXHIBIT 11.1

<TABLE>

XTRA Corporation
Calculation of Weighted Average Shares Outstanding
--------------------------------------------------
For the three months ended December 31, 1993 and 1992
(Thousands of shares)
(Unaudited)

<CAPTION>
1993 1992
------ ------
<S> <C> <C>
Computation of Primary Shares Outstanding
- -----------------------------------------
Weighted average common shares outstanding 16,876 11,775

Common stock equivalents for primary EPS:

$1.9375 Series B Cumulative Convertible Preferred Stock (note) - -

Stock options outstanding 133 118

Weighted average number of common ------ ------
shares outstanding (primary) 17,009 11,893
====== ======
Computation of Fully Diluted Shares Outstanding
- -----------------------------------------------
Weighted average common shares outstanding 16,876 11,775

Common stock equivalents for fully diluted EPS:

$1.9375 Series B Cumulative Convertible Preferred Stock, issued 7/17/87
Conversion rate of .7225 per common share (converted 12/29/92)
Per each preferred share
2,498 shares X 1.445 X 90/92 (post-split) - 3,531
Stock options outstanding 137 138

Weighted average number of common ------ ------
Shares outstanding (fully diluted) 17,013 15,444
====== ======
</TABLE>

Note: The 1.9375 Series B Cumulative Convertible Preferred Stock shares are
not common stock equivalents since they were issued to yield 7.75% which
is more than 2/3 of the average Aa corporate bond yield (2/3 of
9.68% = 6.45%) on the day of issuance. However they do enter into the
computation of fully diluted earnings per share because of potential
dilution.

<PAGE> 1

EXHIBIT 12.1

<TABLE>

XTRA CORPORATION
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
---------------------------------------------------------
For the three months ended December 31, 1993 and 1992
(Thousands of dollars)
(Unaudited)

<CAPTION>
1993 1992
--------- ---------
<S> <C> <C>
EARNINGS
Income from operations before provision for income taxes $ 26,917 $ 21,833
Add: Fixed charges (below) 9,897 11,831
--------- ---------
$ 36,814 $ 33,664
========= =========
FIXED CHARGES
Interest expense $ 8,503 $ 10,359
Interest portion of rent expense 1,394 1,472
--------- ---------
$ 9,897 $ 11,831
========= =========

Ratio of Earnings to Fixed Charges 3.7 2.8
========= =========
</TABLE>

Note: For purposes of computing the ratio of earnings to fixed charges,
"earnings" represents income from operations before taxes plus fixed
charges. "Fixed charges" for operations consist of interest on
indebtedness and the portion of rental expense which represents
interest.

<PAGE> 1

EXHIBIT 12.2

<TABLE>

XTRA INC.
STATEMENT OF THE CALCULATION OF EARNINGS TO FIXED CHARGES
---------------------------------------------------------
For the three months ended December 31, 1993 and 1992
(Thousands of dollars)
(Unaudited)

FIXED CHARGES
Interest expense $ 8,503 $ 10,359
Interest portion of rent expense 1,394 1,472
--------- ---------
$ 9,897 $ 11,831
========= =========

Ratio of Earnings to Fixed Charges 3.7 2.8
========= =========
</TABLE>