<PAGE>
                                                                     Exhibit 3.1














                           THE SECOND AMENDED AND RESTATED

                         LIMITED LIABILITY COMPANY AGREEMENT

                                          OF

                                  GROVE HOLDINGS LLC

                        (a Delaware limited liability company)




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


                              Dated as of July 31, 1998


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




<PAGE>

 
                                  TABLE OF CONTENTS

ARTICLE I.          FORMATION; NAME; TERM. . . . . . . . . . . . . . . . . . . 1
     1.1       Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.2       Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
     1.3       Effective Date; Term. . . . . . . . . . . . . . . . . . . . . . 1
     1.4       Principal Place of Business . . . . . . . . . . . . . . . . . . 1
     1.5       Registered Office . . . . . . . . . . . . . . . . . . . . . . . 2
     1.6       Registered Agent. . . . . . . . . . . . . . . . . . . . . . . . 2
     1.7       Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     1.8       Authorized Person . . . . . . . . . . . . . . . . . . . . . . . 2
     1.9       Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
     1.10      Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II.         INTERESTS; COMMITMENTS; CLOSING; CONTRIBUTIONS . . . . . . 4
     2.1       Capital Contributions . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III.   DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 5
     3.1       Distributions . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE IV.    MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
     4.1       Management of the Company . . . . . . . . . . . . . . . . . . . 5
     4.2       Powers of the Management Committee. . . . . . . . . . . . . . . 6
     4.3       Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
     4.4       No Management by Other Persons or Entities. . . . . . . . . . . 8
     4.5       By-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
     4.6       Reliance by Third Parties . . . . . . . . . . . . . . . . . . . 8

ARTICLE V.          ACCOUNTING; FINANCIAL AND TAX MATTERS. . . . . . . . . . . 9
     5.1       Accounting Method . . . . . . . . . . . . . . . . . . . . . . . 9
     5.2       Accounting Records. . . . . . . . . . . . . . . . . . . . . . . 9
     5.3       Fiscal Year and Taxable Year. . . . . . . . . . . . . . . . . . 9
     5.4       Financial Statements. . . . . . . . . . . . . . . . . . . . . . 9
     5.5       Bank and Investment Accounts. . . . . . . . . . . . . . . . . .10
     5.6       Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . .10
     5.7       Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
     5.8       Classification as a Disregarded Entity. . . . . . . . . . . . .11
     5.9       Accounting Decisions. . . . . . . . . . . . . . . . . . . . . .11

ARTICLE VI.    LIABILITY; EXCULPATION; INDEMNIFICATION . . . . . . . . . . . .11
     6.1       Liability of Members. . . . . . . . . . . . . . . . . . . . . .11
     6.2       Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . .11


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     6.3       Duties and Liabilities of Covered Persons . . . . . . . . . .  12
     6.4       Indemnification . . . . . . . . . . . . . . . . . . . . . . .  13
     6.5       Insurance . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ARTICLE VII.   TERMINATION; DISSOLUTION; LIQUIDATION AND
               WINDING-UP. . . . . . . . . . . . . . . . . . . . . . . . . .  14
     7.1       Events of Dissolution . . . . . . . . . . . . . . . . . . . .  14
     7.2       Liquidation and Winding-Up. . . . . . . . . . . . . . . . . .  15
     7.3       Survival of Rights, Duties and Obligations. . . . . . . . . .  15
     7.4       Claims of the Member. . . . . . . . . . . . . . . . . . . . .  16

ARTICLE VIII.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .  16
     8.1       Assignments . . . . . . . . . . . . . . . . . . . . . . . . .  16
     8.2       Resignation . . . . . . . . . . . . . . . . . . . . . . . . .  16
     8.3       Admission of Additional Members . . . . . . . . . . . . . . .  16
     8.4       Liability of Members. . . . . . . . . . . . . . . . . . . . .  16
     8.5       Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     8.6       Governing Law . . . . . . . . . . . . . . . . . . . . . . . .  16




                                      iii
<PAGE>

                        THE SECOND AMENDED AND RESTATED
                      LIMITED LIABILITY COMPANY AGREEMENT

                                      OF

                              GROVE HOLDINGS LLC


       This Second Amended and Restated Limited Liability Company Agreement
(this "Agreement") of Grove Holdings LLC, a Delaware limited liability company
(the "Company"), is made as of the 31st day of July 1998, by Grove Investors
LLC, as member (the "Member" or "Managing Member").

       WHEREAS, the Company was formed under the laws of the State of
Delaware by filing a certificate of formation with the Secretary of the State of
Delaware pursuant to an Operating Agreement dated as of January 15, 1998 (the
"Original Agreement"); and

       WHEREAS, the Company was operating in accordance with the Amended and
Restated Limited Liability Company Agreement dated as of April 29, 1998 (the
"Amended Agreement"), and the Company wishes to amend and restate the Original
Agreement and the Amended Agreement as set forth below:

                                   ARTICLE I.

                             FORMATION; NAME; TERM

       1.1  FORMATION.  The Company was formed on January 15, 1998, pursuant
to the provisions of the Delaware Limited Liability Company Act, as amended from
time to time (the "ACT") upon the filing of the Certificate of Formation with
the Secretary of State of Delaware.  The Company shall be governed by, and the
rights, duties and liabilities of the Member shall be as provided in, the Act
and this Agreement.

       1.2  NAME.  The name of the Company shall be "Grove Holdings LLC". 
The business of the Company may be conducted upon compliance with all applicable
laws under any other name designated by the Management Committee (as defined in
Section 4.1).

       1.3  EFFECTIVE DATE; TERM.  This Agreement shall become effective upon
the execution of this Agreement by the Member.  The Company shall continue in
existence until it is dissolved and its affairs wound up in accordance with the
Act and this Agreement or until it is terminated as provided in the Act or this
Agreement.

       1.4  PRINCIPAL PLACE OF BUSINESS.  The principal place of business of
the Company shall be at 1565 Buchanan Trail East, P.O. Box 21, Shady Grove, PA
17256 or at


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<PAGE>

such other or additional place or places as the Managing Member or Management
Committee shall determine from time to time.  The Company may have other
offices, either within or outside of the State of Delaware, at such place or
places as the Managing Member or  Management Committee may from time to time
designate or the business of the Company may require.

       1.5  REGISTERED OFFICE.  The address of the Company's registered
office in Delaware shall be c/o National Corporate Research, Ltd., 9 East
Loockerman Street, Dover, County of Kent, Delaware 19901.

       1.6  REGISTERED AGENT.  The name and address of the registered agent
of the Company for service of process on the Company in the State of Delaware
initially is National Corporate Research, Ltd., 9 East Loockerman Street, Dover,
County of Kent, Delaware 19901.  The Management Committee may at any time and
from time to time designate another registered agent.

       1.7  FILINGS.  The Managing Member promptly shall cause the execution
and delivery of such documents and performance of such acts consistent with the
terms of this Agreement as may be necessary to comply with the requirements of
law for the formation, qualification and operation of a limited liability
company under the laws of each jurisdiction in which the Company shall conduct
business.  All expenses of such filings shall be borne by the Company.
       
       1.8  AUTHORIZED PERSON.  Salvatore J. Bonanno is hereby designated as
an authorized person, within the meaning of the Act, to execute, deliver and
file the certificate of formation of the Company, and any amendments and/or
restatements thereof.

       1.9  PURPOSE.  The Company is formed for the purpose of, directly or
indirectly, engaging in the business of designing, manufacturing, selling and
providing customer support for mobile hydraulic cranes, aerial work platforms,
truck mounted cranes and similar devices and in any and all activities and
transactions which are necessary, convenient, desirable or incidental to the
foregoing and in any lawful business, act or activity related thereto as the
Management Committee may determine from time to time and for which a limited
liability company may be organized under the Act, and in any and all activities
necessary, convenient, desirable or incidental to the foregoing.

       1.10 POWERS.  Except as otherwise limited in this Agreement,

            (a)  the Company shall have the power and authority to do any and
all acts necessary, appropriate, proper, advisable, convenient or incidental to
or for the furtherance of the purpose set forth in Section 1.9, including:


                           2
<PAGE>

                 (i)  to conduct its business, carry on its operations and
have and exercise the powers granted to a limited liability company by the Act
in any state, territory, district or possession of the United States, or in any
foreign country that may be necessary, convenient or incidental to the
accomplishment of the purpose of the Company;

                 (ii) to acquire by purchase, lease, contribution of property
or otherwise, own, hold, operate, maintain, finance, improve, lease, sell,
convey, mortgage, transfer, demolish or dispose of any real or personal property
that may be necessary, convenient or incidental to the accomplishment of the
purpose of the Company;

                 (iii)     to enter into, perform and carry out contracts of
any kind, including, without limitation, contracts with any Member or any
Affiliate thereof, or any agent of the Company necessary to, in connection with,
convenient to, or incidental to the accomplishment of the purposes of the
Company;

                 (iv) to purchase, take, receive, subscribe for or otherwise
acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or other
interests in or obligations of domestic or foreign corporations, associations,
general or limited partnerships (including the power to be admitted as a partner
thereof and to exercise the rights and perform the duties created thereby),
trusts, limited liability companies (including the power to be admitted as a
member or appointed as a manager thereof and to exercise the rights and perform
the duties created thereby), or individuals or direct or indirect obligations of
the United States or of any government, state, territory, governmental district
or municipality or of any instrumentality of any of them;

                 (v)  to lend money for any proper purpose, to invest and
reinvest funds and to take and hold real and personal property for the payment
of funds so loaned or invested;

                 (vi) to sue and be sued, complain and defend and participate
in administrative or other proceedings, in its name;

                 (vii)     to appoint employees and agents of the Company,
define their duties and fix their compensation;

                 (viii)    to indemnify any Person to the fullest extent
permitted by the Act and to obtain any and all types of insurance;

                 (ix) to cease its activities and cancel its Certificate;


                           3
<PAGE>

                   (x)    to negotiate, enter into, renegotiate, extend, 
renew, terminate, modify, amend, waive, execute, acknowledge or take any 
other action with respect to any lease, contract or security agreement in 
respect of any assets of the Company;

                   (xi)   to borrow money and issue evidences of 
indebtedness, and to secure the same by a mortgage, pledge or other lien on 
the assets of the Company;

                   (xii)  to pay, collect, compromise, litigate, arbitrate or 
otherwise adjust or settle any other claims or demands of or against the 
Company or to hold such proceeds against the payment of contingent 
liabilities; and

                   (xiii) to make, execute, acknowledge and file any and all 
documents or instruments necessary, convenient or incidental to the 
accomplishment of the purpose of the Company.

              (b)  The Company, and the Managing Member, on behalf of the
Company, may enter into and perform any and all documents, agreements and
instruments contemplated thereby, all without any further act, vote or approval
of any Member notwithstanding any other provision of this Agreement, the Act or
other applicable law.  The Managing Member or Management Committee may authorize
any Person (including, without limitation, any other Member) to enter into and
perform any document on behalf of the Company.

              (c)  The Company may merge with, or consolidate into, another
Delaware limited liability company or other business entity (as defined in
Section 18-209(a) of the Act) upon the approval of the Managing Member or the
Management Committee.

                                   ARTICLE II.

                INTERESTS; COMMITMENTS; CLOSING; CONTRIBUTIONS

           2.1     CAPITAL CONTRIBUTIONS.  The Member shall contribute, 
transfer, assign and convey (collectively, "CONTRIBUTE"), or cause to be 
contributed, to the capital of the Company, an amount in cash equal to 
$120,000,000 in exchange for 100% of the interest (an "Interest") in the 
Company.  The Member will have no interest in specific Company property.

                                      4
<PAGE>

                                ARTICLE III.

                               DISTRIBUTIONS

           3.1     DISTRIBUTIONS.  

              (a)  The Company shall, to the extent the Managing Member or
Management Committee determines that Company has cash available to do so, make
quarterly distributions of cash to the Member in an amount equal to (i) the
product of (A) the taxable income of the Company and (B) the maximum combined
Federal, state and local income tax rates applicable to an individual resident
of New York City or Los Angeles, California, whichever is higher, PROVIDED,
HOWEVER, that in determining such amount, the effect thereon of any net
operating loss carryforwards or other carryforwards or tax attributes, such as
alternative minimum tax carryforwards shall be taken into account, and adjusted
to take into account any applicable credits, deductions or other adjustments
allowed under both New York and California law to a direct or indirect owner of
an Interest in the Company for state and local income tax purposes.

              (b)  Additional distributions shall be made to the Member at the
times and in the aggregate amounts determined by the Managing Member or
Management Committee.

                                   ARTICLE IV.

                                   MANAGEMENT

           4.1     MANAGEMENT OF THE COMPANY.

              (a)  The Company shall be managed by a Management Committee.  
The Management Committee shall manage the Company in accordance with this 
Agreement and the actions of the Management Committee taken in such capacity 
and in accordance with this Agreement shall bind the Company.

              (b)  The Management Committee shall have full and complete 
discretion to manage and control the business and affairs of the Company, to 
make all decisions affecting the business and affairs of the Company and to 
take all such actions as it deems necessary or appropriate to accomplish the 
purpose of the Company as set forth herein.  The Management Committee shall 
be the sole person or entity with the power to bind the Company, except and 
to the extent that such power is expressly delegated to any other person, 
committee or entity by this Agreement or by the Management Committee, and 
such delegation shall not cause the Management Committee to cease being the 
Management Committee.  There shall not be a "manager" (within the meaning of 
the Act) of the Company.


                                      5
<PAGE>


              (c)  The Management Committee may appoint individuals with or 
without such titles as it may elect, including the titles of Chairman, Chief 
Executive Officer, Vice President, Treasurer, Assistant Treasurer, Secretary, 
and Assistant Secretary, to act on behalf of the Company with such power and 
authority as the Management Committee may delegate in writing to any such 
persons, and otherwise such officers shall have all the powers and authority 
customarily exercised by such officers.

              (d)  The Management Committee may adopt the By-laws of the 
Company consistent with this Agreement and the Act.

           4.2     POWERS OF THE MANAGEMENT COMMITTEE.  The Management 
Committee shall have the right, power and authority, in the management of the 
business and affairs of the Company, to do or cause to be done, at the 
expense of the Company, any and all acts deemed by the Management Committee 
to be necessary or appropriate to effectuate the business, purposes and 
objectives of the Company.

              Without limiting the generality of the foregoing, the 
Management Committee shall have the power and authority to: 

              (a)  issue from time to time in one or more series of any 
number of Interests, and with such powers, preferences, rights and 
qualifications, limitations or restrictions thereof, and such distinctive 
serial designations, all as shall hereafter be stated and expressed in the 
resolution or resolutions adopted by the Management Committee.  Each series 
of Interests (a) may have such voting rights or powers, full or limited, or 
may be without voting rights or powers; (b) may be subject to redemption at 
such time or times and at such prices; (c) may be entitled to receive 
allocations and distributions (which may be cumulative or non-cumulative) at 
such rate or rates, on such conditions and at such times, and allocable and 
payable in preference to, or in such relation to, the allocations and 
distributions allocable and payable to any other class or classes or series 
of Interests; (d) may have such rights upon the voluntary or involuntary 
liquidation, winding up or dissolution of, or upon any distribution of the 
assets of, the Company; (e) may be made convertible into or exchangeable for, 
Interests of any other class or classes or of any other series of the same or 
any other class or classes of interests of the Company at such price or 
prices or at such rates of exchange and with such adjustments; (f) may be 
entitled to the benefit of a sinking fund to be applied to the purchase or 
redemption of Interests of such series in such amount or amounts; (g) may be 
entitled to the benefit of conditions and restrictions upon the creation of 
indebtedness of the Company or any subsidiary, upon the issue of any 
additional Interests (including additional Interests of such series or of any 
other series) and upon the making of allocations or distributions on, and the 
purchase, redemption or other acquisition by the Company or any subsidiary 
of, any outstanding Interests of the Company and (h) may have such other 
relative, participating, optional or other special rights, qualifications, 
limitations or restrictions thereof; all as shall be stated in said 
resolution or resolutions providing for the issue of such Interests;


                                       6
<PAGE>

              (b)  cause the Interests of the Company to be represented by 
certificates in such form and on the basis of such procedure as shall be 
approved by the Management Committee, including with respect to the issuance 
of new certificates to replace lost, destroyed, stolen or mutilated 
certificates.

              (c)  establish a record date with respect to all actions to be 
taken hereunder that require a record date be established, including with 
respect to allocations and distributions;

              (d)  bring and defend on behalf of the Company actions and 
proceedings at law or in equity before any court or governmental, 
administrative or other regulatory agency, body or commission or otherwise; 
and

              (e)  execute all documents or instruments, perform all duties 
and powers and do all things for and on behalf of the Company in all matters 
necessary, desirable, convenient or incidental to the purpose of the Company, 
including, without limitation, all documents, agreements and instruments 
related to the making of investments of Company funds.

              In connection with the issuance of any Interests as 
contemplated under Subsection (a) above, the Management Committee is hereby 
authorized to enter into such amendments or supplements to this Agreement as 
the Management Committee determines to be necessary or advisable to give 
effect to such issuance, including to make appropriate adjustments to the 
total number of Interests outstanding; provided, however, that such 
adjustments shall not treat Members differently and adversely from the manner 
in which other Members holding similar Interests are treated.

              The expression of any power or authority of the Management 
Committee in this Agreement shall not in any way limit or exclude any other 
power or authority of the Management Committee which is not specifically or 
expressly set forth in this Agreement. 

              Notwithstanding anything in this Agreement to the contrary, all 
transactions between the Company or any Subsidiary and any Member, its 
Affiliates or any officer, director, shareholder, partner, member, employee 
or agent of a Member or an Affiliate of a Member or family members of the 
foregoing shall be on an arms length basis.

           4.3     GOVERNANCE.

              (a)  NUMBER.  The Management Committee shall consist of one or 
more members.  Each Management Committee member shall hold office until a 
successor is elected and qualified or until such member's death, resignation 
or removal.


                                       7
<PAGE>

              (b)  ELECTION.  Management Committee members shall be elected 
by the Managing Member from time to time.

              (c)  RESIGNATION.  Any Management Committee member may resign 
at any time upon written notice to the Company.

              (d)  REMOVAL.  Any or all of the Management Committee members 
may be removed with or without cause by the Managing Member.

              (e)  TIMES AND PLACES OF MEETINGS.  The times and places for 
fixing meetings may be fixed from time to time by the Management Committee.

              (f)  QUORUM.  A majority of the Management Committee members 
shall be necessary and sufficient to constitute a quorum for the transaction 
of business at any meeting of the Management Committee.

              (g)  ACTION BY MAJORITY VOTE.  The act of a majority of the 
Management Committee members present at a meeting at which a quorum is 
present shall be the act of the Management Committee.

              (h)  ACTION WITHOUT A MEETING.  Any action or permitted action 
required to be taken at any meeting of the Management Committee may be taken 
without a meeting, without prior notice and without a vote, if a consent in 
writing, setting forth the action so taken, shall be signed by a majority of 
the Management Committee members and such consent is filed with the minutes 
of the proceedings of the Company.

           4.4     NO MANAGEMENT BY OTHER PERSONS OR ENTITIES.  Except and 
only to the extent expressly delegated by the Management Committee, no person 
or entity other than the Management Committee shall be an agent of the 
Company or have any right, power or authority to transact any business in the 
name of the Company or to act for or on behalf of or to bind the Company.

           4.5     BY-LAWS.  The Member or the Management Committee may adopt 
by-laws consistent with this Agreement and the Act. 

           4.6     RELIANCE BY THIRD PARTIES.  Any person or entity dealing 
with the Company or the Management Committee or a Member, in his capacity as 
a Member, may rely upon a certificate signed by the Management Committee as 
to:

              (a)  the identity of the Management Committee or the Member;


                                       8
<PAGE>

              (b)  the existence or non-existence of any fact or facts which 
constitute a condition precedent to acts by the Management Committee or the 
Member or are in any other manner germane to the affairs of the Company;

              (c)  the persons who or entities which are authorized to 
execute and deliver any instrument or document of or on behalf of the 
Company; or

              (d)  any act or failure to act by the Company as to any other 
matter whatsoever involving the Company or the Member.

                                  ARTICLE V.

                    ACCOUNTING; FINANCIAL AND TAX MATTERS

           5.1     ACCOUNTING METHOD.  The Company shall keep its accounting 
records and shall report its profits or losses on the accrual method of 
accounting in accordance with the principles used by the Company for Federal 
income tax purposes and otherwise in accordance with Generally Accepted 
Accounting Principles ("GAAP") and, to the extent inconsistent therewith, in 
accordance with this Agreement.

           5.2     ACCOUNTING RECORDS.  The Company shall keep complete and 
accurate business and accounting records reflecting all transactions of the 
Company. Such accounting records shall be kept in accordance with the 
principles used by the Company for Federal income tax purposes and otherwise 
in accordance with GAAP consistently applied and, to the extent inconsistent 
therewith, in accordance with this Agreement.  The Company shall also keep 
all records required to be kept pursuant to the Act.  The Company's records, 
together with a copy of this Agreement and of the Certificate, shall be 
maintained at the principal place of business of the Company and shall be 
subject to inspection or examination by the Member or Management Committee at 
all reasonable times for any purpose reasonably related to such Member's or 
Management Committee's interest in the Company.

           5.3     FISCAL YEAR AND TAXABLE YEAR.  The accounting fiscal year 
(the "Fiscal Year") of the Company shall end on the Saturday closest to the 
last day of September of each year.  The taxable year (the "Taxable Year") of 
the Company shall end on December 31 of each year.  The Fiscal Year and 
Taxable Year may be changed by the Managing Member or Management Committee.

           5.4     FINANCIAL STATEMENTS.

              (a)  As soon as practicable but in any event within 60 days 
after the end of each of the first three quarters of each Fiscal Year of the 
Company, the Management Committee or the financial officers of the Company 
shall prepare quarterly financial statements


                                      9
<PAGE>

of the Company (which need not be examined or reported on by an independent 
certified public accountant), which shall include a balance sheet of the 
Company as of the end of such fiscal quarter, a statement of net income and 
net loss for such fiscal quarter and a statement of cash flows of the Company 
for such fiscal quarter, all in reasonable detail, setting forth in each case 
in comparative form the information for the corresponding period (or periods) 
of the previous Fiscal Year.

              (b)  As soon as practicable but in any event within 90 days 
after the close of each Fiscal Year of the Company, the Company shall cause 
to be prepared the following financial statements, accompanied by the audited 
report thereon of the independent accountants for the Company:  (i) a balance 
sheet of the Company as at the end of such Fiscal Year; (ii) a statement of 
net income and net loss for such Fiscal Year; (iii) a statement of cash flows 
of the Company for such Fiscal Year; and (iv) a statement of the Members' 
Capital Accounts and changes therein for such Fiscal Year, all in reasonable 
detail, setting forth in each case in comparative form all the information 
for the corresponding period (or periods) of the previous Fiscal Year.

           5.5     BANK AND INVESTMENT ACCOUNTS.  All funds of the Company 
shall be deposited in its name, or in such name as may be designated by the 
Managing Member or Management Committee, in such checking, savings or other 
accounts, or held in its name in the form of such other investments as shall 
be designated by the Managing Member or Management Committee.  The funds of 
the Company shall not be commingled with the funds of any Person.  All 
withdrawals of such deposits or liquidations of such investments by the 
Company shall be made exclusively upon the signature or signatures of such 
officer or officers of the Company as the Management Committee may designate.

           5.6     TAX MATTERS PARTNER.  The "TAX MATTERS PARTNER" (as such 
term is defined in Section 6231(a)(7) of the Code) of the Company shall be 
the Managing Member or any successor "tax matters partner" designated by the 
Managing Member or Management Committee in accordance with this Agreement.

           5.7     TAXES.

              (a)  The Company shall prepare, or cause to be prepared, and 
shall file all tax returns, be they information returns or otherwise, which 
are required to be filed with the Internal Revenue Service, state and local 
tax authorities and foreign tax jurisdictions, if any.  A copy of such 
returns shall be furnished to the Member and the Management Committee.

              (b)  The Company shall furnish the Member with all Company 
information required to be reported in the tax returns of the Member for tax 
jurisdictions in which the Company is considered to be doing business, 
including a report indicating the


                                      10
<PAGE>

Company's income, gain, credits, losses and deductions within 90 days after 
the end of the Company's Taxable Year.

              (c)  All determinations as to tax elections shall be made by 
the Tax Matters Partner.

           5.8     CLASSIFICATION AS A DISREGARDED ENTITY.  The Member 
intends that the Company be disregarded as an entity separate from its owner 
for Federal tax purposes effective as of the date of this Agreement.  The Tax 
Matters Partner shall not file an election for the Company to be taxable as 
an association and shall, for and on behalf of the Company, take all steps as 
may be required to maintain the Company's classification as disregarded as an 
entity separate from its owner for Federal tax purposes.

           5.9     ACCOUNTING DECISIONS.  All determinations as to accounting 
principles shall be made by the Managing Member or Management Committee.

                                   ARTICLE VI.

                    LIABILITY; EXCULPATION; INDEMNIFICATION

           6.1     LIABILITY OF MEMBERS.  A Member shall not be personally 
liable for any debt, obligation or other liability of the Company, whether 
arising in contract, tort or otherwise, except that a Member shall remain 
personally liable for the payment of any capital contributions required by 
Article III, and as otherwise provided in this Agreement, the Act and any 
other applicable law.

           6.2     EXCULPATION.   

              (a)  For purposes of this Agreement, "COVERED PERSON" shall 
mean any Member, any Affiliate of a Member, any Management Committee member, 
and any officer, director, shareholder, partner, member, employee or agent of 
a Member or any Affiliate thereof, and any officer, employee or expressly 
authorized agent of the Company or its Affiliates.

              (b)  No Covered Person shall be liable to the Company or any 
other Covered Person for any loss, damage or claim incurred by reason of any 
act or omission performed or omitted by such Covered Person in good faith on 
behalf of the Company and in a manner reasonably believed to be within the 
scope of authority conferred on such Covered Person by this Agreement, except 
that a Covered Person shall be liable for any such loss, damage or claim 
incurred by reason of such Covered Person's gross negligence or willful 
misconduct.


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<PAGE>

              (c)  A Covered Person shall be fully protected in relying in 
good faith upon the records of the Company and upon such information, 
opinions, reports or statements presented to the Company by any Person as to 
matters the Covered Person reasonably believes are within such other Person's 
professional or expert competence and who has been selected with reasonable 
care by or on behalf of the Company, including information, opinions, reports 
or statements as to the value and amount of the assets, liabilities, profits, 
losses, or any other facts pertinent to the existence and amount of assets 
from which distributions to Members might properly be paid.

           6.3     DUTIES AND LIABILITIES OF COVERED PERSONS. 

              (a)  To the extent that, at law or in equity, any Covered 
Person has duties (including fiduciary duties) and liabilities related 
thereto to the Company or to any other Covered Person, a Covered Person 
acting under this Agreement shall not be liable to the Company or to any 
other Covered Person for its good faith reliance on the provisions of this 
Agreement.  The provisions of this Agreement, to the extent that they 
restrict the duties and liabilities of a Covered Person otherwise existing at 
law or in equity, are agreed by the Members to replace such other duties and 
liabilities of such Covered Person.

              (b)  Unless otherwise expressly provided herein, (i) whenever a 
conflict of interest exists or arises between Covered Persons, or (ii) 
whenever this Agreement or any other agreement contemplated herein provides 
that a Covered Person shall act in a manner that is, or provides terms that 
are, fair and reasonable to the Company or any Member, the Covered Person 
shall resolve such conflict of interest, taking such action or providing such 
terms, considering in each case the relative interest of each party 
(including its own interest) to such conflict, agreement, transaction or 
situation and the benefits and burdens relating to such interests, any 
customary or accepted industry practices, and any applicable generally 
accepted accounting practices or principles.  In the absence of bad faith by 
the Covered Person, the resolution, action or term so made, taken or provided 
by the Covered Person shall not constitute a breach of this Agreement or any 
other agreement contemplated herein or of any duty or obligation of the 
Covered Person at law or in equity or otherwise.

              (c)  Whenever in this Agreement a Covered Person is permitted 
or required to make a decision (a) in its "discretion" or under a grant of 
similar authority or latitude, the Covered Person shall be entitled to 
consider only such interests and factors as it desires, including its own 
interests, and shall have no duty or obligation to give any consideration to 
any interest of or factors affecting the Company or any other Person, or (b) 
in its "good faith" or under another express standard, the Covered Person 
shall act under such express standard and shall not be subject to any other 
or different standard imposed by this Agreement or other applicable law.


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<PAGE>

           6.4     INDEMNIFICATION.

              (a)  To the fullest extent permitted by applicable law, the 
Company shall indemnify any Covered Person who was or is made a party or is 
threatened to be made a party to any threatened, pending or completed action, 
suit or proceeding brought by or against the Company or otherwise, whether 
civil, criminal, administrative or investigative, including, without 
limitation, an action by or in the right of the Company to procure a judgment 
in its favor, by reason of the fact that such Covered Person is or was a 
Member, Affiliate, officer, employee or agent of the Company, or that such 
Covered Person is or was serving at the request of the Company as an 
Affiliate partner, member, director, officer, trustee, employee or agent of 
another Person, against all expenses, including attorneys' fees and 
disbursements, judgments, fines and amounts paid in settlement actually and 
reasonably incurred by such Covered Person in connection with such action, 
suit or proceeding.  Notwithstanding the foregoing, no indemnification shall 
be provided to or on behalf of any Covered Person if a judgment or other 
final adjudication adverse to such Covered Person establishes that his or her 
acts constituted intentional misconduct or gross negligence.

              (b)  Any indemnification under subsection (a) of this Section 
(unless ordered by a court) shall be made by the Company only as authorized 
in the specific case upon a determination that the indemnification of the 
Covered Person is proper under the circumstances because he or she has met 
the applicable standard of conduct set forth in subsection (a) of this 
Section 6.4. Such determination shall be made by the Member or, if the Member 
so directs, by independent legal counsel in a written opinion.  Any 
indemnification payment shall be payable only out of and to the extent of the 
Company's assets, and no Covered Person shall have any liability therefor.

              (c)  The Company shall, in the discretion of the Member, pay 
expenses incurred in defending any action, suit or proceeding described in 
subsection (a) above (including reasonable legal fees and expenses of counsel 
and other experts) in advance of the final disposition of such action, suit 
or proceeding upon receipt by the Company of an undertaking, in form 
satisfactory to the Managing Member or the Company's legal counsel, to repay 
such amount if it shall be determined that the Covered Person is not entitled 
to be indemnified as authorized by paragraph (a) above.

              (d)  The indemnification provided by this Section 6.4 shall not 
be deemed exclusive of any other rights to indemnification to which those 
seeking indemnification may be entitled under any agreement, or otherwise.  
The rights to indemnification and reimbursement or advancement of expenses 
provided by, or granted pursuant to, this Section 6.4 shall continue as to a 
Covered Person who has ceased to be a Member, officer, employee or agent (or 
other person indemnified hereunder) and shall inure to the benefit of the 
executors, administrators, legatees and distributees of such person.


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              (e)  The provisions of this Section 6.4 shall be a contract 
between the Company, on the one hand, and each Covered Person who served in 
such capacity at any time while this Section 6.4 is in effect, on the other 
hand, pursuant to which the Company and each such Covered Person intend to be 
legally bound.  No repeal or modification of this Section 6.4 shall affect 
any rights or obligations with respect to any state of facts then or 
theretofore existing or thereafter arising or any proceeding theretofore or 
thereafter brought or threatened based in whole or in part upon such state of 
facts.

           6.5     INSURANCE.  The Company may purchase and maintain 
insurance, to the extent and in such amounts as the Managing Member shall, in 
its sole discretion, deem reasonable, on behalf of Covered Persons and such 
other persons or entities as the Managing Member shall determine, against any 
liability that may be asserted against or expenses that may be incurred by 
any such person or entity in connection with the activities of the Company or 
such indemnities, regardless of whether the Company would have the power to 
indemnify such person or entity against such liability under the provisions 
of this Agreement.  The Managing Member, on behalf of the Company, and/or the 
Company may enter into indemnity contracts with Covered Person and adopt 
written procedures pursuant to which arrangements are made for the 
advancement of expenses and the funding of obligations under Section 6.4 
hereof and containing such other procedures regarding indemnification as are 
appropriate.

                                   ARTICLE VII.

               TERMINATION; DISSOLUTION; LIQUIDATION AND WINDING-UP

           7.1     EVENTS OF DISSOLUTION.  The Company shall be dissolved 
upon any of the following (each a "DISSOLUTION EVENT"): 

              (a)  the entry of a decree of judicial dissolution under 
Section 18-802 of the Act;

              (b)  the written consent to a dissolution of the Member;

              (c)  the expiration of 60 days after the assignment, sale, 
transfer or other disposition of all or substantially all of the assets, 
properties and business of the Company; 

              (d)  the death, retirement, resignation, expulsion, bankruptcy 
or dissolution of the Member or any other event that terminates the continued 
membership of the Member.


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<PAGE>

           7.2     LIQUIDATION AND WINDING-UP.  If the Company is dissolved 
pursuant to Section 7.1, the Company shall be liquidated and wound up in 
accordance with the Act and the following provisions:

              (a)  The financial officers of the Company shall be directed to 
prepare a balance sheet, income statement and statement of cash flows of the 
Company in accordance with GAAP as of the date of dissolution and for the 
period ended on such date, which balance sheet shall be reported upon by the 
Company's independent public accountants.

              (b)  The assets, properties and business of the Company shall 
be liquidated by the Managing Member as promptly as possible, but in an 
orderly and businesslike manner so as not to involve undue sacrifice.  
Notwithstanding the foregoing, if it is determined by the Managing Member not 
to sell all or any portion of the properties and assets of the Company, such 
properties and assets shall be distributed in kind in the order of priority 
set forth in subsection (c); PROVIDED, HOWEVER, that the Fair Market Value of 
such properties and assets, as determined in good faith by the Managing 
Member, shall be used in determining the extent and amount of a distribution 
in kind of such properties and assets in lieu of actual cash proceeds of any 
sale or other disposition thereof.

              (c)  The proceeds of sale of all or substantially all of the 
properties and assets of the Company and all other properties and assets of 
the Company not sold, as provided in subsection (b) above, and valued at the 
Fair Market Value thereof as provided in such subsection (b), shall be 
applied and distributed as follows, and in the following order or priority:

                   (i)   FIRST, to the payment of all debts and liabilities 
of the Company and the expenses of liquidation not otherwise adequately 
provided for;

                   (ii)  SECOND, to the setting up of any reserves that are 
reasonably necessary for any contingent unforeseen liabilities or obligations 
of the Company or of the Member arising out of, or in connection with, the 
Company.

                   (iii) THEREAFTER, to the Member.

              (d)  A Certificate of Cancellation shall be filed with the 
Secretary of State of the State of Delaware by the Member.

           7.3     SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS.  Termination, 
dissolution, liquidation or winding up of the Company for any reason shall 
not release any party from any liability which at the time of such 
termination, dissolution, liquidation or winding up already had accrued to 
any other party or which thereafter may accrue in respect to any act or 
omission prior to such termination, dissolution, liquidation or winding up.


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           7.4     CLAIMS OF THE MEMBER.  The Member shall look solely to the 
Company's assets for the return of its contribution to the Company, and if 
the assets of the Company remaining after payment of or due provision for all 
debts, liabilities and obligations of the Company are insufficient to return 
such contribution, the Member shall have no recourse against the Company. 

                                  ARTICLE VIII.

                                  MISCELLANEOUS

           8.1     ASSIGNMENTS.  The Member may assign in whole or in part 
its limited liability company Interest.

           8.2     RESIGNATION.  The Managing Member may resign from the 
Company.

           8.3     ADMISSION OF ADDITIONAL MEMBERS.  One (1) or more 
additional members of the Company may be admitted to the Company with the 
consent of the Member.

           8.4     LIABILITY OF MEMBERS.  The Member shall not have any 
liability for the obligations or liabilities of the Company except to the 
extent provided in the Act.

           8.5     AMENDMENT.  This Agreement may be amended at any time by 
the Member or the Management Committee.

           8.6     GOVERNING LAW.  This Agreement shall be governed by, and 
construed under, the laws of the State of Delaware, all rights and remedies 
being governed by said laws.

           IN WITNESS WHEREOF, the undersigned, intending to be legally bound 
hereby, has duly executed this Limited Liability Company Agreement as of the 
date and year first aforesaid.

                             GROVE INVESTORS LLC



                             By:   /s/ Salvatore J. Bonanno
                                   -----------------------------------
                                  Name:     Salvatore J. Bonanno
                                  Title:    Chief Executive Officer




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