Exhibit
4.2


 


81⁄4%
SENIOR NOTES DUE 2017


 


THIS GLOBAL NOTE IS HELD BY
THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE
IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.6(e)(v) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(b) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
WRITTEN CONSENT OF THE ISSUER.  UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.  UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”)
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


1

















 


OSHKOSH CORPORATION


81⁄4% SENIOR NOTES DUE 2017


 


	
  No. R-1

  	
   

  	
  CUSIP:

  	
  688225
  AB7

  
	
   

  	
   

  	
  ISIN:

  	
  US688225AB73

  



 


Oshkosh Corporation promises to pay to Cede &
Co., or registered assigns, the principal sum of
              Dollars
($             )
on March 1, 2017.


 


Interest Payment Dates:  March 1 and September 1, beginning September 1,
2010


 


Record Dates: 
February 15 and August 15


 


Reference is made to further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as set forth at this place.


 


Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse hereof by
manual signature, this Note shall not be entitled to any benefits under the
Indenture referred to on the reverse hereof or be valid or obligatory for any
purpose.


 


2

















 


In WITNESS HEREOF, the Company has caused
this instrument to be duly executed.


 


 


	
   

  	
  Oshkosh
  Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David M. Sagehorn

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Oshkosh Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Scott Grennier

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of
the series designated herein issued under the within-mentioned Indenture.


 


 


	
  Dated:

  	
   

  	
   

  	
  WELLS FARGO BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


3

















 


81⁄4% SENIOR NOTES DUE 2017


 


OSHKOSH CORPORATION


 


Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below unless otherwise
indicated.


 


(1)           Interest.


 


(a)           Oshkosh Corporation, a Wisconsin corporation (“Oshkosh,” the “Issuer” or the “Company”), promises to pay interest on the principal amount
of this Note (the “Notes” or the “2017 Notes”) at a fixed rate.  Oshkosh will pay interest in United States
dollars (except as otherwise provided herein) semiannually in arrears on March 1
and September 1 of each year, commencing on September 1, 2010 or, if
any such day is not a Business Day, on the next succeeding Business Day (each
an “Interest Payment Date”).  Interest on the Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from and including March 3, 2010; provided
that if there is no existing Default or Event of Default in the payment of
interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date (but after March 3,
2010), interest shall accrue from such next succeeding Interest Payment Date,
except in the case of the original issuance of the Notes, in which case
interest shall accrue from the date of authentication.  Oshkosh shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal at the rate equal to 1% per annum in
excess of the then applicable interest rate on the Notes to the extent lawful;
it shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.  Interest shall be computed on the basis of a
360-day year comprised of twelve 30-day months. 
The interest rate on the Notes will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application.


 


(2)           Method of Payment.  Oshkosh will pay interest on the Notes
(except defaulted interest) on the applicable Interest Payment Date to the
Persons who are registered Holders of the Notes at the close of business on the
February 15 and August 15 preceding the Interest Payment Date, even
if such Notes are cancelled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest.


 


The Notes shall be payable
as to principal, premium and interest at the office or agency of Oshkosh
maintained for such purpose within or without the City and State of New York,
or, at the option of Oshkosh, payment of interest may be made by check mailed
to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of, premium, if
any, and interest on, all Global Notes and all other Notes the Holders of which
shall have provided written wire transfer instructions to Oshkosh and the
Paying Agent.  Such payment shall be in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts.


 


4

















 


Any payments of principal of and interest on
this Note prior to Stated Maturity shall be binding upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of
this Note shall be payable only upon presentation and surrender of this Note at
an office of the Trustee or the Trustee’s agent appointed for such purposes.


 


(3)           Paying Agent and Registrar.  Initially, Wells Fargo Bank, National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar.  Oshkosh may change any Paying
Agent or Registrar without notice to any Holder.  Oshkosh or any of its Restricted Subsidiaries
may act in any such capacity.


 


(4)           Indenture.  Oshkosh issued the Notes under an Indenture,
dated as of March 3, 2010 (the “Indenture”),
among Oshkosh, the Guarantors and the Trustee. 
The terms of the Notes include those stated in the Indenture and those
made a part of the Indenture by reference to the Trust Indenture Act of 1939,
as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “TIA”).  To the extent the provisions of this Note are
inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms.  The Notes issued on the Issue
Date are senior unsecured Obligations of Oshkosh limited to $250,000,000 in
aggregate principal amount, plus amounts, if any, sufficient to pay premium and
interest on outstanding Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of
Additional Notes subject to compliance with certain conditions.


 


The payment of principal and interest on the
Notes is unconditionally guaranteed on a senior unsecured basis by the
Guarantors.


 


(5)           Optional Redemption.


 


(i)            The 2017 Notes are subject to redemption, at the
option of the Issuer, in whole or from time to time in part, at any time on or
after March 1, 2014 upon not less than 30 nor more than 60 days’ written
notice at the Redemption Prices (expressed as percentages of the principal
amount to be redeemed) set forth below, plus accrued and unpaid interest, if
any, to, but not including, the redemption date (subject to the right of
Holders of record on the relevant regular record date to receive interest due
on an interest payment date that is on or prior to the redemption date), if
redeemed during the 12-month period beginning on March 1 of the years
indicated below:


 


	
  Year

  	
   

  	
  Redemption
  Price

  	
   

  
	
  2014

  	
   

  	
  104.125

  	
  %

  
	
  2015

  	
   

  	
  102.063

  	
  %

  
	
  2016
  and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(ii)           Prior to March 1, 2013, the Issuer may from
time to time, with the net cash proceeds of one or more Qualified Equity Offerings,
redeem up to 35% of the aggregate principal amount of the then outstanding 2017
Notes (including Additional 2017 Notes) at a Redemption Price equal to 108.250%
of the principal amount thereof,


 


5

















 


together with accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant regular record date to receive interest due on an
interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of 2017
Notes then outstanding (including Additional 2017 Notes) remains outstanding
immediately after the occurrence of any such redemption (excluding 2017 Notes
held by the Company or its Subsidiaries) and that any such redemption occurs
within 90 days following the closing of any such Qualified Equity Offering.


 


(6)          Mandatory Redemption.  Oshkosh shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.


 


(7)           Repurchase at Option of Holder.


 


(a)           Upon the occurrence of a Change of Control, Oshkosh
will make an Offer to Purchase for all of the outstanding Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest thereon to but not including the date of
purchase.  Within 60 days following any
Change of Control, Oshkosh will mail or deliver a notice to each Holder
describing the transaction or transactions that constitute the Change of
Control setting forth the procedures governing the Change of Control Offer
required by the Indenture.


 


(b)           Upon the occurrence of certain Asset Sales, Oshkosh
may be required to offer to purchase the Notes.


 


(c)           Holders of the Notes that are the subject of an
Offer to Purchase will receive notice of an Offer to Purchase pursuant to an
Asset Sale or a Change of Control from Oshkosh prior to any related Purchase
Date and may elect to have such Notes purchased by completing the form titled “Option
of Holder to Elect Purchase” appearing below.


 


(8)           Notice of Redemption.  Notice of redemption shall be delivered at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may
be redeemed in part but only in a minimum amount of $2,000 principal amount
(and integral multiples of $1,000 in excess thereof), unless all of the Notes
held by a Holder are to be redeemed.  On and
after the redemption date, interest ceases to accrue on the Notes or portions
hereof called for redemption.


 


(9)           Denominations, Transfer, Exchange.  The Notes are in registered form without
coupons in initial denominations of $2,000 and any integral multiple of $1,000
in excess thereof.  The transfer of the
Notes may be registered and the Notes may be exchanged as provided in the
Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements
and transfer documents and Oshkosh may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture.  Oshkosh need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register 


 


6

















 


the transfer of any Notes
for a period of 15 days before the mailing of a notice of redemption of Notes
to be redeemed or during the period between a record date and the corresponding
Interest Payment Date.


 


(10)         Persons Deemed Owners.  The registered holder of a Note may be
treated as its owner for all purposes.


 


(11)         Amendment, Supplement and Waiver.  Subject to the following paragraphs, the
Indenture and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, including, without limitation, consents obtained in
connection with a purchase of or tender offer or exchange offer for Notes, and
any existing Default or Event of Default or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes, including
consents obtained in connection with a tender offer or exchange offer for the
Notes.


 


Without the consent of any Holders, Oshkosh,
the Guarantors and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Indenture and the Note
Guarantees, if any, for any of the following purposes:


 


(1)           to evidence the succession of another Person to
Oshkosh and the assumption by any such successor of the covenants of Oshkosh in
the Indenture, the Guarantees and the Notes;


 


(2)           to add to the covenants of Oshkosh for the benefit
of the Holders, or to surrender any right or power herein conferred upon
Oshkosh;


 


(3)           to add additional Events of Default;


 


(4)           to provide for uncertificated Notes in addition to
or in place of the certificated Notes;


 


(5)           to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee;


 


(6)           to provide for or confirm the issuance of Additional
Notes in accordance with the terms of the Indenture;


 


(7)           to add a Guarantor or to release a Guarantor in
accordance with the Indenture;


 


(8)           to cure any ambiguity, defect, omission, mistake or
inconsistency;


 


(9)           to make any other provisions with respect to matters
or questions arising under the Indenture, provided that
such actions pursuant to this clause (9) shall not adversely affect the
interests of the Holders in any material respect, as determined in good faith
by the Board of Directors of Oshkosh;


 


7

















 


(10)         to conform the text of the Indenture or the Notes to
any provision of the “Description of Notes” in the Offering Memorandum to the
extent that the Trustee has received an Officers’ Certificate stating that such
text constitutes an unintended conflict with the description of the
corresponding provision in the “Description of Notes”; or


 


(11)         to effect or maintain the qualification of the
Indenture under the TIA.


 


With the consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes,
Oshkosh, the Guarantors and the Trustee may enter into an indenture or
indentures supplemental to the Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or the Notes or of modifying in any manner the rights of the
Holders under the Indenture, including the definitions therein; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
outstanding Note affected thereby:


 


(1)           change the Stated Maturity of any Note or of any
installment of interest on any Note, or reduce the amount payable in respect of
the principal thereof or the rate of interest thereon or any premium payable
thereon, or reduce the amount that would be due and payable on acceleration of
the maturity thereof, or change the place of payment where, or the coin or
currency in which, any Note or any premium or interest thereon is payable, or
impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof, or change the date on which any Notes may
be subject to redemption or reduce the Redemption Price therefor,


 


(2)           reduce the percentage in aggregate principal amount
of the outstanding Notes, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences) provided for in the Indenture,


 


(3)           modify the obligations of Oshkosh to make Offers to
Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if
such modification was done after the occurrence of such Change of Control or
such Asset Sale,


 


(4)           modify or change any provision of the Indenture
affecting the ranking of the Notes or any Note Guarantee in a manner adverse to
the Holders of the Notes,


 


(5)           modify any of the provisions of this paragraph or
provisions relating to waiver of defaults or certain covenants, except to
increase any such percentage required for such actions or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the Holder of each outstanding Note affected thereby, or


 


(6)           release any Guarantees required to be maintained
under the Indenture (other than in accordance with the terms of the Indenture).


 


8

















 


The Holders of not less than a majority in
aggregate principal amount of the outstanding Notes may on behalf of the
Holders of all the Notes waive any past Default under the Indenture and its
consequences, except a Default:


 


(1)           in any payment in respect of the principal of (or
premium, if any) or interest on any Notes (including any Note which is required
to have been purchased pursuant to an Offer to Purchase which has been made by
the Issuer), or


 


(2)           in respect of a covenant or provision hereof which
under the Indenture cannot be modified or amended without the consent of the
Holder of each outstanding Note affected.


 


(12)         Defaults and Remedies.


 


Each of the following constitutes an “Event of Default”:


 


(1)           default in the payment in respect of the principal
of (or premium, if any, on) any Note when due and payable (whether at Stated
Maturity or upon repurchase, acceleration, optional redemption or otherwise);


 


(2)           default in the payment of any interest upon any Note
when it becomes due and payable, and continuance of such default for a period
of 30 days;


 


(3)           failure to perform or comply with Section 4.3
of the Indenture and continuance of such failure to perform or comply for a
period of 120 days after written notice thereof has been given to the Company
by the Trustee or to the Company and the Trustee by the Holders of at least 25%
in aggregate principal amount of the outstanding Notes;


 


(4)           except as permitted by or in accordance with the
terms of this Indenture, any Note Guarantee shall for any reason cease to be,
or it shall be asserted by any Guarantor or the Company not to be, in full
force and effect and enforceable in accordance with its terms;


 


(5)           default in the performance, or breach, of any
covenant or agreement of the Company or any Guarantor in the Indenture (other
than a covenant or agreement a default in whose performance or whose breach is
specifically dealt with in clauses (1), (2) (3) or (4) above),
and continuance of such default or breach for a period of 60 days after written
notice thereof has been given to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the outstanding Notes;


 


(6)           a default or defaults under any bonds, debentures,
notes or other evidences of Debt (other than the Notes) by the Company or any
Restricted Subsidiary having, individually or in the aggregate, a principal or
similar amount outstanding of at least the greater of $50.0 million and 5% of
the Consolidated Net Tangible Assets of the Company and its Restricted
Subsidiaries, whether such Debt now exists or shall hereafter be created, which
default or defaults shall have resulted in the acceleration of the maturity of 


 


9

















 


such Debt prior to its
express maturity or (except in the case of any Debt owing to the Company by any
Restricted Subsidiary or any Debt by any Restricted Subsidiary owing to the
Company) shall constitute a failure to pay an amount of such Debt equal to at
least the greater of $50.0 million and 5% of the Consolidated Net Tangible
Assets of the Company and its Restricted Subsidiaries when due and payable
after the expiration of any applicable grace period with respect thereto;


 


(7)           the entry against the Company or any Restricted
Subsidiary of a final judgment or final judgments for the payment of money in
an aggregate amount in excess of the greater of $50.0 million and 5% of the
Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries
(net of amounts covered by insurance for which the issuer thereof has been
notified of such claim and has not challenged such coverage), by a court or
courts of competent jurisdiction, which judgments remain undischarged,
unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive
days; or


 


(8)           (i)            the Company, any Significant Subsidiary or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:


 


(a)           commences a voluntary case,


 


(b)           consents to the entry of an order for relief against
it in an involuntary case,


 


(c)           consents to the appointment of a custodian of it or
for all or substantially all of its property,


 


(d)           makes a general assignment for the benefit of its
creditors, or


 


(e)           generally is not paying its debts as they become
due; or


 


(ii)           a court of competent
jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(a)           is for relief against the Company or any Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, in an involuntary case;


 


(b)           appoints a custodian of the Company or any
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary or for all or substantially
all of the property of the Company or any of its Restricted Subsidiaries; or


 


(c)           orders the liquidation of
the Company or any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


10














 


If an Event of Default (other than an Event
of Default specified in clause (8) above with respect to Oshkosh) occurs
and is continuing, then and in every such case the Trustee or the Holders of
not less than 25% in aggregate principal amount of the outstanding Notes may
declare the principal of the Notes and any accrued interest on the Notes to be
due and payable immediately by a notice in writing to Oshkosh (and to the
Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment
or decree based on acceleration, the Holders of a majority in aggregate
principal amount of the outstanding Notes may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than the
nonpayment of accelerated principal of or interest on the Notes, have been
cured or waived as provided in the Indenture.


 


In the event of a declaration of acceleration
of the Notes solely because an Event of Default described in clause (6) above
has occurred and is continuing, the declaration of acceleration of the Notes
shall be automatically rescinded and annulled if the event of default or
payment default triggering such Event of Default pursuant to clause (6) shall
be remedied or cured by Oshkosh or a Restricted Subsidiary of Oshkosh or waived
by the holders of the relevant Debt within 20 Business Days after the
declaration of acceleration with respect thereto and if the rescission and
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction obtained by the Trustee for the
payment of amounts due on the Notes.


 


If an Event of Default specified in clause (8) above
occurs with respect to Oshkosh, the principal of and any accrued interest on
the Notes then outstanding shall ipso facto become immediately due and payable
without any declaration or other act on the part of the Trustee or any
Holder.  For further information as to
waiver of defaults, see Article IX of the Indenture.  The Trustee may withhold from Holders notice
of any Default (except Default in payment of principal of, premium, if any, and
interest) if the Trustee determines that withholding notice is in the interest
of the Holders to do so.


 


(13)         Trustee
Dealings with Oshkosh.  The Trustee,
in its individual or any other capacity, may make loans to, accept deposits
from, and perform services for Oshkosh, the Guarantors or their respective
Affiliates, and may otherwise deal with Oshkosh, the Guarantors or their
respective Affiliates, as if it were not the Trustee.


 


(14)         No
Recourse Against Others.  No
director, officer, employee, stockholder, general or limited partner or
incorporator, past, present or future, of Oshkosh, the Guarantors or any of
their respective Subsidiaries, as such or in such capacity, shall have any
personal liability for any obligations of the Issuer under the Notes, any
Guarantee or the Indenture by reason of his, her or its status as such
director, officer, employee, stockholder, general or limited partner or
incorporator.


 


No recourse may, to the full extent permitted
by applicable law, be taken, directly or indirectly, with respect to the
obligations of Oshkosh or the Guarantors on the Notes or under the Indenture or
any related documents, any certificate or other writing delivered in connection
therewith, against (i) the Trustee in its individual capacity, or (ii) any
partner, owner, beneficiary, agent, officer, director, employee, agent,
successor or assign of the Trustee, each in its individual capacity, or (iii) any
holder of equity in the Trustee.


 


11

















 


Each Holder of Notes by accepting a Note
waives and releases all such liability described in the two preceding
paragraphs.  The waiver and release are
part of the consideration for the issuance of the Notes.


 


(15)         Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


(16)         Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: 
TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(17)         CUSIP,
ISIN Numbers.  Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and
the Trustee may use CUSIP, ISIN or other similar numbers in notices of
redemption as a convenience to the Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.


 


(18)         THE
LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE
INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.


 


Oshkosh shall furnish to any Holder upon
written request and without charge a copy of the Indenture.  Requests may be made to:


 


Oshkosh Corporation


2307 Oregon Street


Oshkosh, Wisconsin  54902


Facsimile: 
(920) 966-5955


Attention: 
Executive Vice President, General Counsel and Secretary


 


12

















 


ASSIGNMENT FORM


 


To assign this Note, fill in the form
below:  (I) or (we) assign and
transfer this Note to


 


	
   

  	
   

  	
   

  
	
  (Insert
  assignee’s soc. sec. or tax I.D. no.)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print
  or type assignee’s name, address and zip code)

  	
   

  



 


and irrevocably appoint                                                                                                                                  
to transfer this Note on the books of Oshkosh. 
The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on

  
	
   

  	
  the face of this Note)

  
	
   

  	
   

  
	
  Signature guarantee:

  	
   

  	
   

  	
   

  
							



 


(Signature must be guaranteed by a
participant in a recognized signature guarantee medallion program)


 


13

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note
purchased by Oshkosh Corporation pursuant to Section 4.10 (Asset Sale) or
4.14 (Change of Control) of the Indenture, check the box below:


 


o Section 4.10    o Section 4.14


 


If you want to elect to have only part of the
Note purchased by Oshkosh Corporation pursuant to Section 4.10 or 4.14 of
the Indenture, state the amount you elect to have purchased:


 


	
   

  	
  $           

  	
   

  
	
   

  
	
  Date:

  	
   

  	
   

  	
  Your Signature:

  	
   

  
	
   

  	
  (Sign exactly as your name
  appears on the Note)

  
	
   

  
	
   

  	
  Tax Identification Number: 

  	
   

  	
   

  	
   

  
	
   

  
	
  Signature guarantee:

  	
   

  	
   

  
											



 


(Signature must be guaranteed by a
participant in a recognized signature guarantee medallion program)


 


14

















 


SCHEDULE A


 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTE


 


The following exchanges of a part of this
Global Note for other 81⁄4% Senior Notes have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount
  of

  Decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount
  of

  Increase in

  Principal Amount

  of this Global Note

  	
   

  	
  Principal
  Amount

  of this Global Note

  Following Such

  Decrease (or

  Increase)

  	
   

  	
  Signature
  of

  Authorized

  Signatory of Trustee

  or Note Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


15

















 


NOTATIONAL GUARANTEE


 


Each Guarantor listed below (hereinafter
referred to as the “Guarantor,”
which term includes any successors or assigns under that certain Indenture,
dated as of March 3, 2010, by and among Oshkosh Corporation (“Oshkosh”), the Guarantors party thereto and the Trustee (as
amended and supplemented from time to time, the “Indenture”)
and any additional Guarantors) has guaranteed the 81⁄4% Senior Notes due 2017
(the “Notes”) and the obligations of Oshkosh
under the Indenture, which include (i) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes of Oshkosh, whether at
stated maturity, by acceleration or otherwise, the due and punctual payment of
interest on the overdue principal and premium, if any, and (to the extent
permitted by law) interest on any interest, if any, on the Notes, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee all in accordance with the terms set forth in Article X of
the Indenture, (ii) in case of any extension of time of payment or renewal
of any Notes or any such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the
payment of any and all costs and expenses (including reasonable attorneys’
fees) incurred by the Trustee in enforcing any rights under this Note Guarantee
or the Indenture.


 


The obligations of each Guarantor to the
Holders and to the Trustee pursuant to this Note Guarantee and the Indenture
are expressly set forth in Article X of the Indenture and reference is
hereby made to such Indenture for the precise terms of this Note Guarantee.


 


No stockholder, employee, officer, director
or incorporator, as such, past, present or future of each Guarantor shall have
any liability under this Note Guarantee by reason of his, her or its status as
such stockholder, employee, officer, director or incorporator.


 


This is a continuing Note Guarantee and shall
remain in full force and effect and shall be binding upon each Guarantor and
its successors and assigns until full and final payment of all of Oshkosh’s
obligations under the Notes and Indenture or until released in accordance with
the Indenture and shall inure to the benefit of the successors and assigns of
the Trustee and the Holders, and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges herein conferred
upon that party shall automatically extend to and be vested in such transferee
or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not
of collection.


 


This Note Guarantee shall not be valid or
obligatory for any purpose until the certificate of authentication on the Note
upon which this Note Guarantee is noted shall have been executed by the Trustee
under the Indenture by the manual signature of one of its authorized
officers.  The Obligations of each
Guarantor under its Note Guarantee shall be limited to the extent necessary to
insure that it does not constitute a fraudulent conveyance or fraudulent
transfer under applicable law.


 


16

















 


THE TERMS OF ARTICLE X OF THE INDENTURE ARE
INCORPORATED HEREIN BY REFERENCE.


 


Capitalized terms used herein have the same
meanings given in the Indenture unless otherwise indicated.


 


Dated as of                     ,
2010


 


	
   

  	
  ACCESS FINANCIAL SOLUTIONS, INC.

  AUDUBON MANUFACTURING CORPORATION

  CONCRETE EQUIPMENT COMPANY, INC.

  FULTON INTERNATIONAL, INC.

  IOWA CONTRACT FABRICATORS, INC.

  IOWA MOLD TOOLING CO., INC.

  JERRDAN CORPORATION

  JLG EQUIPMENT SERVICES, INC.

  JLG INDUSTRIES, INC.

  JLG OMNIQUIP, INC.

  KEWAUNEE FABRICATIONS, L.L.C.

  McNEILUS COMPANIES, INC.

  McNEILUS FINANCIAL, INC.

  McNEILUS TRUCK AND MANUFACTURING, INC.

  MEDTEC AMBULANCE CORPORATION

  OSHKOSH SPECIALTY VEHICLES, INC.

  PIERCE MANUFACTURING INC.

  VIKING TRUCK & EQUIPMENT SALES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David M. Sagehorn

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  



 


17