AMENDED AND RESTATED EXTENSION AND
                           AMENDMENT AGREEMENT (2003)


     This Amended and Restated  Extension  and Amendment  Agreement  (2003) (the
"Agreement") is entered into as of October 24, 2003,  among CONTRAN  CORPORATION
("Contran"),   NATIONAL  CITY  LINES,  INC.  ("NCL"),  and  U.S.  BANK  NATIONAL
ASSOCIATION ("U.S. Bank").

                                    RECITALS

     A. Contran, NCL (collectively,  the "Contran Companies"), and U.S. Bank are
parties to a loan agreement dated as of September 3, 1998. That agreement (as it
has been modified and amended (the "1998 Loan  Agreement"),  and certain related
note,  guaranty,  and pledge agreements,  are referred to herein collectively as
the "1998 Loan Documents."

     B.  Capitalized  terms used in this  Agreement  that are not defined herein
have the meanings assigned to those terms in the 1998 Loan Agreement.

     C. The  parties  have  agreed to extend  the Expiry  Date of the  revolving
credit  facility  extended by U.S. Bank  pursuant to the 1998 Loan  Documents to
October 29, 2004.

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  the Contran  Companies  and U.S.  Bank agree as
follows:

                                    AGREEMENT

     1.  Representations  and Warranties of the Contran Companies.  Each Contran
Company  represents  and warrants to U.S.  Bank that (a) it is in good  standing
under  the laws of the state of its  formation,  (b) it has been  authorized  to
execute and  perform  its  obligations  under this  Agreement  and the 1998 Loan
Documents (as modified by this  Agreement),  (c) the  individual  executing this
Agreement on its behalf has been duly  authorized  to take such action,  (d) the
1998 Loan Documents (as amended by this Agreement) are enforceable against it in
accordance with their respective terms, subject only to the effect of insolvency
and other similar laws affecting the rights and remedies of creditors generally,
general  principles of equity whether  applied by a court of law or equity,  and
generally  applicable  rules of law, (e) all  financial  information  previously
provided to U.S. Bank presents  fairly its financial  position as of the date of
such  financial  information  and the results of its  operations  and changes in
financial  position  for the period in  question,  (f) the  representations  and
warranties made to U.S. Bank in the 1998 Loan Documents  continue to be true and
correct in all  material  respects,  and (g) the  Contran  Companies  are not in
default in any material  respect under the 1998 Loan Documents as of the date of
this Agreement.


     2.  Extension of Expiry Date.  U.S. Bank hereby extends the Expiry date and
therefore its commitment to make Advances to the Contran  Companies on the terms
and conditions of the 1998 Loan Documents, to October 29, 2004.

     3.  Reaffirmation  of Obligations.  Contran and NCL hereby  acknowledge and
reaffirm their agreements to pay the Obligations in accordance with the terms of
the Note and the Guaranty, respectively.

     4. Cash  Collateralization  of  Certain  Letters of  Credit.  If U.S.  Bank
discontinues  its  commitment  to extend the  revolving  credit  facility to the
Contran  Companies,  and at that time any  letter of credit or letters of credit
are outstanding  under the 1998 Loan  Documents,  the Contran  Companies  within
three Business Days of U.S. Bank's  termination of that credit  commitment shall
deposit  with  U.S.  Bank  cash  in an  amount  specified  by  U.S.  Bank in its
reasonable  discretion  sufficient to fully collateralize the Contran Companies'
obligations in respect of such letters of credit.

     5.  Effectiveness of this Agreement.  This Agreement shall become effective
only when each of the Contran Companies and U.S. Bank has signed it and has sent
a copy of the signed document to the other parties to this Agreement  (which may
be accomplished by facsimile  transmission).  Each party to this Agreement shall
deliver manually signed counterparts of this Agreement to the other.

     6. Other Terms Unchanged.  All of the terms and conditions of the 1998 Loan
Agreement  and the 1998 Loan  Documents  remain in full  force  and  effect,  as
expressly modified by the terms and conditions of this Agreement.

     7.  Statutory  Notice.  UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES,  AND
COMMITMENTS  MADE BY LENDER AFTER  OCTOBER 3, 1989,  CONCERNING  LOANS AND OTHER
CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY, OR HOUSEHOLD  PURPOSES OR
SECURED  SOLELY  BY  THE  BORROWER'S  RESIDENCE  MUST  BE  IN  WRITING,  EXPRESS
CONSIDERATION, AND BE SIGNED BY LENDER TO BE ENFORCEABLE.


U.S. BANK NATIONAL ASSOCIATION          CONTRAN CORPORATION

By: /s/ Janice T. Thede                 By: /s/ Bobby D. O'Brien
    -----------------------                 ------------------------
    Janice T. Thede                         Bobby D. O'Brien
    Vice President                          Vice President and Treasurer


                                        NATIONAL CITY LINES, INC.

                                        By: /s/ Bobby D. O'Brien
                                            ------------------------
                                            Bobby D. O'Brien
                                            Vice President and Treasurer