THIRD AMENDMENT AND
CONSENT 



        THIS
THIRD AMENDMENT AND CONSENT (this “Amendment”) dated as of August 15, 2003 is
entered into among OSHKOSH TRUCK CORPORATION, a Wisconsin corporation (the
“Company”), the financial institutions signatory hereto and BANK OF AMERICA,
N.A., as Agent. 



W I T N E S S E T H:  



        WHEREAS,
the Company, various financial institutions (the “Lenders”) and Bank of America,
N.A., as Agent, are parties to a Second Amended and Restated Credit Agreement dated as of
July 23, 2001 (as previously amended, the “Credit Agreement”; capitalized terms
used but not defined herein have the respective meanings ascribed thereto in the Credit
Agreement); and 



        WHEREAS,
the parties hereto desire to amend the Credit Agreement on the terms and conditions set
forth below; 



        NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows: 



    SECTION 1.    AMENDMENTS
TO CREDIT AGREEMENT.  Subject to the conditions set forth in Section 4, the Credit
Agreement is amended as follows:  




    1.1         Amendment
to Definition of "Applicable Base Rate Margin".  The definition of "Applicable Base Rate
Margin" is amended as follows:  




    (i)               The
chart set forth therein is amended in its entirety to read as follows:  


	Leverage Ratio
	Applicable Base Rate Margin (in basis points)

for Revolving Loans and Term Loan A

	Less

Than	Greater Than

or Equal to	
	1.5:1.0	--	0 
	2.0:1.0	1.5:1.0	0 
	2.5:1.0	2.0:1.0	12.5
	3.0:1.0	2.5:1.0	37.5
	--	3.0:1.0	62.5















    (ii)              The
reference in the last paragraph thereof to “125 basis points” is
          replaced with “62.5 basis points”.  



    1.2     Amendment
to Definition of "Applicable Commitment Fee Percentage".  The definition of "Applicable
Commitment Fee Percentage" is amended as follows: 



    (i)              The
chart set forth therein is amended in its entirety to read as follows:  


	Leverage Ratio
	Applicable Commitment Fee

Percentage (in basis points)

	Less

Than	Greater Than

or Equal to	 
	1.5:1.0	--	20.0
	2.0:1.0	1.5:1.0	25.0
	2.5:1.0	2.0:1.0	30.0
	3.0:1.0	2.5:1.0	35.0
	   --	3.0:1.0	40.0






    (ii)              The
reference in the last paragraph thereof to “50 basis points” is
          replaced with “40 basis points”.  



    1.3     Amendment
to Definition of "Applicable Offshore Rate Margin".  The definition of "Applicable
Offshore Rate Margin" is amended as follows: 



    (i)              The
chart set forth therein is amended in its entirety to read as follows:  


	Leverage Ratio
	Applicable Offshore Rate Margin (in basis points)

for Revolving Loans and Term Loan A

	Less

Than	Greater Than

or Equal to	
	1.5:1.0	--	100.0
	2.0:1.0	1.5:1.0	112.5
	2.5:1.0	2.0:1.0	137.5
	3.0:1.0	2.5:1.0	162.5
	   --	3.0:1.0	187.5







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    (ii)     The reference
in the last paragraph thereof to “250 basis points” is replaced with “187.5
basis points”.  



    1.1     Amendment
to Definition of “Offshore Currency Sublimit”. The definition of “Offshore
Currency Sublimit” is amended by replacing the reference to “$100,000,000” with
“$150,000,000".  



    1.2     Amendment
to Section 2.09(c). The first sentence of Section 2.09(c) is amended in its entirety to
read as follows: “The Company may, from time to time prior to January 31, 2005, seek
to increase the Aggregate Revolving Loan Commitment by an aggregate amount of up to
$75,000,000 (resulting in a maximum Aggregate Revolving Loan Commitment of $245,000,000)
upon at least three (3) Business Days’ prior written notice to the Agent, which
notice shall specify the amount of any such increase and shall be delivered at a time
when no Default or Event of Default has occurred and is continuing; provided that any
such increase in the Aggregate Revolving Loan Commitment shall be in a minimum amount of
$5,000,000 and an integral multiple of $1,000,000.” 



    1.3     Amendment
to Section 8.04(d). Section 8.04(d) is amended by (i) replacing the reference to “$35,000,000" with
“$50,000,000” and (ii) replacing the reference to “$100,000,000” with
“$150,000,000".  



    1.4     Amendment
to Section 8.08(l). Section 8.08(l) is amended by replacing the reference to “$25,000,000" with
“$35,000,000".  



    1.5     Amendment
to Section 8.16. Section 8.16 is amended by (i) replacing the reference to “$275,000,000" with
“$350,000,000” and (ii) replacing each reference to “the Second
Restatement Date” with “the effectiveness of the Third Amendment to this
Agreement”.  



    1.6     Amendment
to Section 8.17.  Section 8.17 is amended in its entirety to read as follows: 




8.17 Leverage Ratio.  The Company
shall not permit its Leverage Ratio as determined as of the last day of each fiscal
quarter to be greater than 3.50:1.0. 



    1.7     Amendment
to Section 11.09. The following sentence is added to the end of Section 11.09: “Notwithstanding
anything herein to the contrary, the Agent and each Lender may disclose to any Person,
without limitation of any kind, the U.S. tax treatment and tax structure of the
transactions contemplated hereby and all materials of any kind (including opinions or
other tax analyses) that are provided to the Agent or any Lender relating to such U.S.
tax treatment and tax structure.” 



    SECTION 2.    CONSENT. Subject to the conditions set forth in Section 4, the Required Lenders consent
to the prepayment by the Company of all of the outstanding Senior Subordinated Notes and
all related costs, premiums and fees with proceeds of Loans.  



    SECTION 3.           REPRESENTATIONS AND WARRANTIES.  The Company represents and warrants to the
Lenders and the Agent that: 




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    3.1     Authorization;
No Conflict. The execution and delivery by the Company of this Amendment and the
performance by the Company of its obligations under the Credit Agreement as amended
hereby (as so amended, the “Amended Credit Agreement”) have been duly
authorized by all necessary corporate action (including any necessary shareholder
action), have received all necessary governmental approval (if any shall be required),
and do not and will not (a) violate any provision of law or any order, decree or judgment
of any court or other government agency which is binding on the Company, (b) contravene
or conflict with, or result in a breach of, any provision of the articles of
incorporation, partnership agreement, by-laws or other organizational documents of the
Company or of any agreement, indenture, instrument or other document which is binding on
the Company or any Subsidiary or (c) result in, or require, the creation or imposition of
any Lien on any property of the Company or any Subsidiary.  



    3.2     Validity
and Binding Nature. This Amendment has been duly executed and delivered by the Company,
and this Amendment and the Amended Credit Agreement are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their
respective terms, subject to bankruptcy, insolvency and similar laws affecting the
enforceability of creditors’rights generally and to general principles of equity.  



    SECTION 4.   CONDITIONS PRECEDENT. This Amendment shall become effective upon receipt by the Agent of
(a) counterpart originals of this Amendment, duly executed by the Company, the Required
Lenders and the Agent, (b) an executed confirmation of the Guarantors substantially in
the form of Exhibit A and (c) an amendment fee for each Lender that, on or before August
15, 2003, delivers an executed counterpart hereof to the Agent, such fee to equal 0.075%
of the sum of such Lender’s Revolving Loan Commitment and the unpaid principal
amount of such Lender’s Pro Rata Share of Term Loan A. For purposes hereof, a
facsimile executed copy shall be treated as an original.  



    SECTION 5.           MISCELLANEOUS. 



    5.1     Expenses.
The Company agrees to pay promptly after demand all reasonable costs and expenses of the
Agent (including reasonable fees, charges and expenses of counsel for the Agent) in
connection with the preparation, negotiation, execution, delivery and administration of
this Amendment and all other instruments or documents provided for herein or delivered or
to be delivered hereunder or in connection herewith. All obligations provided in this
Section 5.1 shall survive any termination of this Amendment and the Amended Credit
Agreement.  



    5.2     Captions.
Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.  



    5.3     Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAW OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THEREOF);
PROVIDED THAT THE BORROWER, THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING
UNDER FEDERAL LAW. Wherever possible each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under applicable laws, but if any
provision of this Amendment shall be prohibited by or invalid under such laws, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment.  




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    5.4     Counterparts.
This Amendment may be executed in any number of counterparts, and by the parties hereto
on the same or separate counterparts, and each such counterpart, when executed and
delivered (including by facsimile), shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Amendment.  



    5.5     References
to Credit Agreement. Except as herein amended, the Credit Agreement shall remain in full
force and effect and is hereby ratified in all respects. On and after the effectiveness
of the amendments to the Credit Agreement accomplished hereby, each reference in the
Amended Credit Agreement to “this Agreement,” “hereunder,” “hereof,”“herein” or
words of like import, and each reference to the Credit Agreement in any Note and in any
other agreement, document or other instrument executed and delivered pursuant to the
Amended Credit Agreement, shall mean and be a reference to the Amended Credit Agreement.  



    5.6     Successors
and Assigns. This Amendment shall be binding upon the parties hereto and their respective
successors and assigns, and shall inure to the sole benefit of the parties hereto and the
successors and assigns of the Agent and the Lenders.  



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        IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
day and year first above written. 



		OSHKOSH TRUCK CORPORATION
	
	
By:____________________________________
		Title:___________________________________
	
	
BANK OF AMERICA, N.A., as Agent
	
	
By:____________________________________
		Title:___________________________________
	
	
BANK OF AMERICA, N.A., as a Lender
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
BANK ONE, NA
	
	
By: ________________________________________________________
		Title: ____________________________________
	
	
U.S. BANK NATIONAL ASSOCIATION
	
	
By: _____________________________________
		Title: ____________________________________
	
	
WACHOVIA BANK, NA f/k/a First Union National Association
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
HARRIS TRUST AND SAVINGS BANK
	
	
By: ________________________________________________________
		Title:_____________________________________________________











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LASALLE BANK N.A.
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
CREDIT LYONNAIS CHICAGO BRANCH
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
COMERICA BANK
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
M&I MARSHALL & ILSLEY BANK
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
THE BANK OF NEW YORK
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
BANK OF SCOTLAND
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
SUNTRUST BANK
	
	
By: ________________________________________________________
		Title:_____________________________________________________
	
	
THE NORTHERN TRUST COMPANY
	
	
By: ________________________________________________________
		Title: _____________________________________________________
	
	
MIZUHO CORPORATE BANK, LTD.
	
	
By: ________________________________________________________
		Title: _____________________________________________________





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EXHIBIT A 




CONFIRMATION 




August 15, 2003 



	To: 	Bank
of America, N.A., individually and as Agent, 
and the other financial institutions party
to the 
Credit Agreement referred to below 






        Please
refer to the Third Amendment dated as of the date hereof (the “Amendment”) with
respect to the Second Amended and Restated Credit Agreement dated as of July 23, 2001 (as
amended, the “Credit Agreement”) among Oshkosh Truck Corporation, various
financial institutions (the “Lenders”) and Bank of America, N.A., as Agent (the
“Agent”). 



        Each
of the undersigned hereby confirms to the Agent and the Lenders that such undersigned has
received a copy of the Amendment and that, after giving effect to the Amendment and the
transactions contemplated thereby, each Loan Document to which such undersigned is a party
continues in full force and effect and is the legal, valid and binding obligation of such
undersigned, enforceable against such undersigned in accordance with its terms. 



		OSHKOSH TRUCK CORPORATION
		IOWA CONTRACT FABRICATORS, INC.
		KENSETT FABRICATORS, INC.
		KEWAUNEE FABRICATIONS, L.L.C.
		MCINTIRE FABRICATORS, INC.
		MCNEILUS COMPANIES, INC.
		MCNEILUS FINANCIAL, INC.
		MCNEILUS FINANCIAL SERVICES, INC.
		MEDTEC AMBULANCE CORPORATION
		MCNEILUS TRUCK AND MANUFACTURING, INC.
		PIERCE MANUFACTURING INC.
		PIERCE WESTERN REGION REFURBISHMENT CENTER, INC.
		OSHKOSH LOGISTICS CORPORATION
		VIKING EQUIPMENT LEASING, INC.
		VIKING TRUCK & EQUIPMENT SALES, INC., a Michigan corporation
		VIKING TRUCK & EQUIPMENT SALES, INC., an Ohio corporation
	
	
By: _________________________________
		Name: _______________________________
		Title: _________________________________





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		WINDMILL VENTURES C.V.
		By: Total Mixer Technologies, L.L.C., its general partner
		By: ________________________________
		Name: ______________________________
		Title: _______________________________
		By: Summit Performance Systems, L.L.C., its general partner
		By: ________________________________
		Name: ______________________________
		Title: _______________________________
		TOTAL MIXER TECHNOLOGIES, L.L.C.
		By: _________________________________
		Name: _______________________________
		Title: _________________________________
		SUMMIT PERFORMANCE SYSTEMS, L.L.C.
		By: _________________________________
		Name: _______________________________
		Title: _________________________________






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