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                                                                     EXHIBIT 4.3

                AMENDMENT NO. 2 TO AND CONSENT AND WAIVER UNDER
                                CREDIT AGREEMENT

         THIS AMENDMENT NO. 2 TO AND CONSENT AND WAIVER UNDER CREDIT AGREEMENT
(this "Amendment No. 2") is made the 30th day of June, 2000, by and among JLG
INDUSTRIES, INC., a Pennsylvania corporation ("JLG"), and certain of its
subsidiaries listed on Schedule 1 to the Credit Agreement (as defined below)
(each, together with JLG, individually a "Borrower" and individually and
collectively, the "Borrowers"); the Lenders listed on Schedule 2 to the Credit
Agreement; First Union National Bank, as administrative agent ("Administrative
Agent"); BankOne, Michigan, as syndication agent ("Syndication Agent") and The
Chase Manhattan Bank, as documentation agent ("Documentation Agent").

                                   BACKGROUND

         Borrowers, Lenders, Administrative Agent, Syndication Agent and
Documentation Agent entered into a Credit Agreement dated June 18, 1999, as
amended by Amendment No. 1 to Credit Agreement dated December 16, 1999 (as
amended, as so amended hereby and as may be further amended from time to time,
the "Credit Agreement") in order for the Borrowers to, among other things: (i)
acquire 100% of the stock of Gradall Industries, Inc., (ii) refinance certain
existing indebtedness, and (iii) provide for additional working capital.

         Borrowers have informed Administrative Agent of their desire to make
borrowings in foreign currencies and to enter into certain sale/leaseback and
securitization of accounts receivable transactions. Borrowers, Lenders,
Administrative Agent, Syndication Agent and Documentation Agent have agreed to
make certain amendments to the Credit Agreement and grant certain consents under
the Credit Agreement, each as set forth herein and subject to the terms and
conditions hereof.

         In consideration of the foregoing and the premises and the agreements
hereinafter set forth, and intending to be legally bound hereby, effective as of
the Amendment No. 2 Effective Date, the parties hereto agree as follows:

         1. Definitions

            1. General Rule. Unless otherwise defined herein, terms used herein
which are defined in the Credit Agreement shall have the respective meanings
assigned to such terms in the Credit Agreement.

            2. Additional Definitions. The following definitions are hereby
added to Section 1.1 of the Credit Agreement to read in their entirety as
follows:

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                  "Alternate Currency" shall have the meaning set forth in
         Paragraph 2.9 hereof.

                  "Alternate Currency Loan" means a Revolving Credit Loan
         denominated in an Alternate Currency.

                  "Alternate Lending Office" means as to each Lender, such
         office, branch, affiliate or correspondent of such Lender as such
         Lender may from time to time designate by notice to Borrowers and the
         Administrative Agent as such Lender's office for making or receiving
         payments of Alternate Currency Loans.

                  "Amendment No. 2" means the Amendment No. 2 to Credit
         Agreement by and among Borrowers, Lenders, Administrative Agent,
         Syndication Agent and Documentation Agent, dated June 30, 2000.

                  "Amendment No. 2 Effective Date" means the date on which the
         conditions set forth in Paragraph 15 of Amendment No. 2 have been
         satisfied.

                  "Collections" has the meaning set forth on Exhibit E attached
         hereto.

                  "Contractual Currency" shall have the meaning set forth in
         Section 2.9(c) hereof.

                  "Conversion Date" shall have the meaning set forth in Section
         2.9(c) hereof.

                  "Currency Calculation Date" means (a) each date of delivery of
         a Notice of Borrowing in accordance with Section 2.3 hereof and (b)
         each other date on which the Administrative Agent shall, in its
         discretion, calculate the Dollar Equivalent of the Alternate Currency
         Loan other than on a Currency Calculation Date as set forth in clause
         (a) of this definition.

                  "Dollar Equivalent" of any amount expressed in an Alternate
         Currency means the equivalent amount of Dollars as of the most recent
         date on which Administrative Agent in its reasonable judgment
         determines to make a foreign exchange calculation, after giving effect
         to a conversion of such amount of such Alternate Currency to Dollars at
         the buy spot rate quoted for wholesale transactions by Administrative
         Agent at approximately 11:00 a.m. Philadelphia time on such Currency
         Calculation Date in accordance with its normal practice.

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                  "Equipment Sale/Leaseback" means a lease arrangement whereby a
         Borrower(s) sell certain manufacturing or other equipment to a lessor
         and lease back such equipment from the lessor.

                  "Liquidation Currency" shall have the meaning set forth in
         Section 2.9(d) hereof.

                  "MLA Cost" means, with respect to any Alternate Currency Loan
         made by a Lender, the cost imputed to such Lender of compliance with
         the Mandatory Liquid Assets requirements of the Bank of England during
         the Interest Period applicable to such Alternate Currency Loan,
         expressed as a rate per annum and determined in accordance with the
         formula set forth on Schedule 3 hereto.

                  "Purchaser" means a conduit entity that purchases Receivables,
         Related Security and Related Assets from a Borrower, Borrowers or a
         Securitization Subsidiary in connection with a Securitization.

                  "Receivable" has the meaning set forth on Exhibit B attached
         hereto.

                  "Received Currency" shall have the meaning set forth in
         Section 2.9(c) hereof.

                  "Redenominate" means the conversion of each Alternate Currency
         Loan from one Alternate Currency into Dollars.

                  "Related Assets" has the meaning set forth on Exhibit D
         attached hereto.

                  "Related Security" has the meaning set forth on Exhibit C
         attached hereto.

                  "Rental Fleet Sale/Leaseback" means a lease arrangement
         whereby Borrower(s) sell a pool of rental equipment to a lessor and
         lease back such equipment from the lessor.

                  "Securitization" means a financing arrangement, a component of
         which is a liquidity facility under which no Borrower is a borrower or
         guarantor, whereby a Borrower or Borrowers sell portions of its/their
         accounts receivable to a Securitization Subsidiary, in each case
         without recourse, but subject to certain representations, warranties,
         covenants and indemnity obligations, which will in turn sell such
         receivables to a Purchaser, in each case without recourse, but subject
         to certain representations, warranties, covenants and indemnity
         obligations.

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                  "Securitization Subsidiary" means a bankruptcy-remote direct
         Subsidiary of JLG formed in connection with a Securitization.

            3. Amended Definitions.

               1. The definition of "Debt" found in Section 1.1 of the Credit
Agreement is hereby amended so that the word "and" prior to subsection (h) is
deleted, and the following subsection (i) is inserted prior to the period at the
end of such definition:

                  ", and (i) any amount paid by a Purchaser to a Securitization
                  Subsidiary in connection with a Securitization"

               2. The following definition found in Section 1.1 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  "LIBOR" means the rate of interest per annum determined on the
         basis of the rate for deposits in Dollars or applicable Alternate
         Currency deposits, as the case may be, in minimum amounts of at least
         $5,000,000 for a period equal to the applicable Interest Period which
         appears for Dollar deposits on the Dow Jones Markets page 3750 at
         approximately 11:00 a.m. (London time), and for Alternate Currency
         deposits on Dow Jones Markets page 3750 at approximately 11:00 a.m.
         (London time), two (2) Business Days prior to the first day of the
         applicable Interest Period (rounded upward, if necessary, to the
         nearest one-hundredth of one percent (1/100%)). If, for any reason,
         such rate does not appear on Dow Jones Markets page 3750, then LIBOR
         shall be determined by the Administrative Agent to be the arithmetic
         average (rounded upward, if necessary, to the nearest one-hundredth of
         one percent (1/100%)) of the rate per annum at which deposits in
         Dollars would be offered by first class banks in the London interbank
         market to the Administrative Agent at approximately 11:00 a.m. (London
         time) two (2) Business Days prior to the first day of the applicable
         Interest Period for a period equal to such Interest Period and in an
         amount substantially equal to the amount of the applicable Loan.

               3. The definition of "LIBOR Rate" found in Section 1.1 of the
Credit Agreement is hereby amended so that the following phrase is added
immediately before the colon at the end of the second line of such definition:

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                  ", and as may be further adjusted for MLA Costs"

         2. New Schedule 3. Schedule 3 entitled "Calculation of MLA Costs" is
hereby added to the Credit Agreement as set forth in its entirety as Exhibit A
hereto.

         3. New Section 2.9 (Alternate Currency Options). The following new
Section 2.9 is hereby added to the Credit Agreement to read in its entirety as
follows:

                  2.9 Alternate Currency Options

                  a. (i) All Revolving Credit Loans shall be made in Dollars or,
         at Borrowers' request, in any other freely convertible, transferable
         foreign currency available to all Lenders (each an "Alternate
         Currency"); provided, however, that the aggregate outstanding amount of
         the Revolving Credit Loans made in Alternate Currencies shall not
         exceed at any time the Dollar Equivalent of One Hundred Million Dollars
         ($100,000,000). Each Lender's Commitment Percentage of each Alternate
         Currency Loan shall be determined by reference to its Dollar Equivalent
         on the date each such Alternate Currency Loan is made. As to any
         Alternate Currency Loan, each Lender may elect to fulfill its
         commitment to make such Alternate Currency Loan by causing an Alternate
         Lending Office to make such Alternate Currency Loan; provided, however,
         that no such election shall be made if as a result thereof any Borrower
         would be required to pay United States withholding taxes or any
         additional amounts.

                     (ii) Each Alternate Currency Loan shall be a LIBOR Rate
         Loan; provided, however, that JLG, on behalf of the Borrowers, shall
         give a Notice of Borrowing to the Administrative Agent under Section
         2.3(a)(ii) on the fourth (4th) Business Day before each Alternate
         Currency Loan.

                  b. If, after the date of this Agreement, any enactment,
         promulgation or adoption of or any change in any applicable law, rule
         or regulation, or any change in the interpretation or administration
         thereof by a governmental authority, central bank or comparable agency
         charged with the interpretation or administration thereof, or
         compliance by Lenders with any guideline, request or directive (whether
         or not having the force of law) of any such authority, central bank or
         comparable agency shall make it unlawful or impossible for Lenders to
         make or maintain or fund Loans in the applicable Alternate Currency,
         Administrative Agent shall notify Borrowers. Upon

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         receipt of such notice, the applicable Alternate Currency Loan shall be
         repaid and/or converted to an available Alternate Currency or Dollars
         on either: (i) the last day of the then current Interest Period for the
         affected Alternate Currency Loan, if Lenders may lawfully continue to
         maintain a Loan at such Alternate Currency to such day, or (ii)
         immediately, if Lenders may not lawfully continue to so maintain such
         Alternate Currency Loan.

                  c. All payments hereunder shall be made in Dollars or an
         Alternate Currency, as the case may be, based on the currency in which
         a Loan is made. Such requirement is of the essence hereof. If payment
         is not made in the currency due under this Agreement (the "Contractual
         Currency") or if any court or tribunal shall render a judgment or order
         for the payment of amounts due hereunder or under the Notes and such
         judgment is expressed in a currency other than the Contractual
         Currency, the Borrowers shall indemnify and hold the Lenders harmless
         against any deficiency incurred by the Lenders with respect to the
         amount received by the Lenders to the extent the rate of exchange at
         which the Contractual Currency is convertible into the currency
         actually received or the currency in which the judgment is expressed
         (the "Received Currency") is not the reciprocal of the rate of exchange
         at which Administrative Agent would be able to purchase the Contractual
         Currency with the Received Currency, in each case on the Business Day
         following receipt of the Received Currency in accordance with normal
         banking procedures. If the court or tribunal has fixed the date on
         which the rate of exchange is determined for the conversion of the
         judgment currency into the Contractual Currency (the "Conversion Date")
         and if there is a change in the rate of exchange prevailing between the
         Conversion Date and the date of receipt by the Lenders, then the
         Borrowers will, notwithstanding such judgment or order, pay such
         additional amount (if any) as may be necessary to ensure that the
         amount paid in the Received Currency when converted at the rate of
         exchange prevailing on the date of receipt will produce the amount then
         due to the Lenders from the Borrowers hereunder in the Contractual
         Currency.

                  d. If any Borrower shall wind up, liquidate, dissolve or
         become a debtor in bankruptcy while there remains outstanding: (i) any
         amounts owing to the Lenders hereunder or under the Notes, (ii) any
         damages owing to the Lenders in respect of a breach of any of

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         the terms hereof, or (iii) any judgment or order rendered in respect of
         such amounts or damages, the Borrowers shall indemnify and hold the
         Lenders harmless against any deficiency with respect to the Contractual
         Currency in the amounts received by the Lenders arising or resulting
         from any variation as between: (i) the rate of exchange at which the
         Contractual Currency is converted into another currency (the
         "Liquidation Currency") for purposes of such winding-up, liquidation,
         dissolution or bankruptcy with regard to the amount in the Contractual
         Currency due or contingently due hereunder or under the Notes or under
         any judgment or order to which the relevant obligations hereunder or
         under the Notes shall have been merged and (ii) the rate of exchange at
         which Administrative Agent could, in accordance with normal banking
         procedures, be able to purchase the Contractual Currency with the
         Liquidation Currency at the earlier of (A) the date of payment of such
         amounts or damages and (B) the final date or dates for the filing of
         proofs of a claim in a winding-up, liquidation, dissolution or
         bankruptcy. As used in the preceding sentence, the "final date" or
         dates for the filing of proofs of a claim in a winding-up, liquidation,
         dissolution or bankruptcy shall be the date fixed by the liquidator
         under the applicable law as being the last practicable date as of which
         the liabilities of the applicable Borrower may be ascertained for such
         winding-up, liquidation, dissolution or bankruptcy before payment by
         the liquidator or other appropriate person in respect thereof.

                  e. The Borrowers agree to indemnify the Lenders against any
         loss or expense which the Lenders may sustain or incur in liquidating
         or employing deposits from third parties acquired to effect, fund or
         maintain any Alternate Currency Loan or any part thereof as a
         consequence of (i) the Borrowers' failure to make a payment on other
         than the due date of such Alternate Currency Loan, or (ii) the
         Borrowers' failure to borrow under, convert to or renew under the
         applicable Alternate Currency on a binding effective date of such
         borrowing, conversion or renewal. Administrative Agent's determination
         of an amount payable under this paragraph (e) shall, in the absence of
         error, be conclusive and shall be payable on demand.

                  f. Administrative Agent may from time to time in its
         discretion calculate the Dollar Equivalent of

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         an Alternate Currency Loan. In the event that the aggregate Dollar
         Equivalent of the outstanding principal amount of the Alternate
         Currency Loans at any time exceeds One Hundred Million Dollars
         ($100,000,000), the Administrative Agent shall promptly give notice of
         such fact to Borrowers and Lenders, and Borrowers shall be required to
         make a payment to Administrative Agent to reduce the outstanding
         principal amount of the outstanding Alternate Currency Loans so that
         the Dollar Equivalent thereof equals not more than One Hundred Million
         Dollars ($100,000,000). Such payment shall be made within three (3)
         Business Days following the date of receipt of such notice given by
         Administrative Agent.


         4. New Section 2.10 (European Economic and Monetary Union). A new
Section 2.10 is hereby added to the Credit Agreement to read in its entirety as
follows:

         2.10. European Economic and Monetary Union.

                  (a) Definitions. In this Section 2.10 and in each other
         provision of this Agreement to which reference is made to this Section
         expressly or implicitly, the following terms have the meanings given to
         them in this Section 2.10:

                  "EMU" means economic and monetary union as contemplated in the
         Treaty on European Union;

                  "EMU Legislation" means legislative measures of the European
         Council for the introduction of change over to or operation of a single
         or unified European currency, as amended from time to time;

                  "euro" means the single currency to which participating member
         states are converting;

                  "euro unit" means the currency unit of the euro;

                  "national currency unit" means the unit of currency (other
         than a euro unit) of a participating member state;

                  "participating member state" means each state so described in
         any EMU Legislation; and

                  "Treaty on European Union" means the Treaty of Rome of March
         25, 1957, as amended by the Single European Act 1986 and the Maastricht
         Treaty (which was signed at Maastricht on February 7, 1992, and came

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         into force on November 1, 1993), as amended from time to time.

                  (b) Effectiveness of Provisions. The provisions of subsections
         (c) to (k) below (inclusive) shall be effective upon the execution of
         this Agreement, provided, that if and to the extent that any such
         provision relates to any state (or the currency of such state) that is
         not a participating member state upon the execution of this Agreement,
         such provision shall become effective in relation to such state (and
         the currency of such state) at and from the date on which such state
         becomes a participating member state.

                  (c) Redenomination and Alternate Currencies. Each obligation
         of any party under this Agreement which has been denominated in the
         national currency unit of a non-member state which becomes a
         participating member state after the date of any Alternate Currency
         Loan made in the national currency unit of such state shall be
         Redenominated into the euro unit at the exchange rate set in accordance
         with EMU Legislation, provided, that if and to the extent that any EMU
         Legislation provides that an amount denominated either in the euro or
         in the national currency unit of a participating member state and
         payable within that participating member state by crediting an account
         of a creditor can be paid by a debtor either in the euro unit or in the
         national currency unit, each party to this Agreement shall be entitled
         to pay or repay any such amount either in the euro unit or in such
         national currency unit; provided, however, any amount paid in a
         national currency unit shall be paid at the fixed exchange rate in
         order to yield the required amount in euros.

                  (d) Loans. Any Loan in the currency of a participating member
         state shall be made in the euro unit, provided that any loan may, if so
         requested by Borrowers, be made in the national currency unit (based
         upon fixed exchange rate) of any participating member state so long as
         such national currency unit continues to be available as legal tender,
         is freely convertible and is not subject to exchange controls.

                  (e) Business Days. With respect to any amount denominated or
         to be denominated in the euro or a national currency unit, any
         reference to a "Business Day" shall be construed as a reference to a
         day (other than a Saturday or Sunday) on which banks are

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         generally open for business in New York City and prime banks in London
         generally provide quotations for deposits denominated in the euro and
         such national currency unit.

                  (f) Payment to the Lenders. Sections of this Agreement which
         provide for payment or repayment in a national currency unit shall be
         construed so that, in relation to the payment of any amount of euro
         units or national currency units, such amount shall be made available
         to the Lenders, in immediately available, freely transferable, cleared
         funds to such account with each bank (in such principal financial
         center) as each Lender may from time to time nominate for this purpose
         in accordance with this Agreement.

                  (g) Payments by the Lenders Generally. With respect to the
         payment of any amount denominated in the euro or in a national currency
         unit, the Lenders shall not be liable to the Borrowers in any way
         whatsoever for any delay, or the consequences of any delay, in the
         crediting to any account of any amount required by this Agreement to be
         paid by a Lender if such Lender has made reasonable efforts to effect
         all relevant steps to achieve, on the date required by this Agreement,
         the payment of such amount in immediately available, freely
         transferable, cleared funds (in the euro unit or, as the case may be,
         in a national currency unit) to the account with the bank in the
         principal financial center in the participating member state which the
         Borrowers shall have specified for such purpose. In this paragraph,
         "all relevant steps" means all such steps as may be prescribed from
         time to time by the regulations or operating procedures of such
         clearing or settlement system as such Lender may from time to time
         select for the purpose of clearing or settling payment of the euro.

                  (h) Basis of Accrual. If the basis of accrual of interest or
         fees expressed in this Agreement with respect to the currency of any
         state that becomes a participating member state shall, in a Lender's
         reasonable judgment, be inconsistent with any convention or practice in
         the London Interbank Market for the basis of accrual of interest or
         fees in respect of the euro, or if interest rate quotes for a national
         currency are no longer provided, such convention or practice shall
         replace such expressed basis effective as of and from the date on which
         such state becomes a participating member state; provided, that if any
         Alternate Currency Loan in the currency of

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         such state is outstanding immediately prior to such date, such
         replacement shall take effect, with respect to such Loan, at the end of
         the then current Interest Period.

                  (i) Rounding and Other Consequential Changes. Without
         prejudice and in addition to any method of conversion or rounding
         prescribed by any EMU Legislation and without prejudice to the
         respective liabilities for indebtedness of the Borrowers to the Lenders
         and of the Lenders to the Borrowers under or pursuant to this
         Agreement,

                        (i) each reference in this Agreement to a minimum amount
            (or an integral multiple thereof) in a national currency unit to be
            paid to or by a Lender shall be replaced by a reference to such
            reasonably comparable and convenient amount (or an integral multiple
            thereof) in the euro unit as such Lender may from time to time
            specify; and

                        (ii) except as expressly provided in this Agreement,
            each provision of this Agreement, including, without limitation, the
            right to combine currencies to effect a setoff, shall be subject to
            such reasonable changes of interpretation as Lenders may from time
            to time specify to be necessary or appropriate to reflect the
            introduction of or changeover to the euro in participating member
            states.

                  (j) Exchange Indemnification and Increased Costs. The
         Borrowers shall from time to time, upon demand from the Lenders, pay to
         the Lenders the amount of any loss or cost or increased cost incurred
         by, or of any reduction in any amount payable to or in the effective
         return of its capital to, or of interest or other return, including
         principal foregone by any Lender or its holding company as a result of
         the introduction of, changeover to or operation of the euro in any
         participating member state or Borrowers' election to borrow in a
         national currency and repay in the euro or to borrow in the euro and
         repay in a national currency other than any such cost or reduction or
         amount foregone reflected in the associated interest rate.


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                  (k) Further Assurances. Borrowers agree, at the request of the
         Administrative Agent or a Lender, at the time of or at any time
         following the implementation of any EMU Legislation, to enter into an
         agreement amending this Agreement in order to reflect the
         implementation of the EMU Legislation and to place the parties hereto
         in the position they would have been in had such EMU Legislation not
         been implemented.

         5. Amended Section 4.1(d) (Interest). Section 4.1(d) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

                  (d) Default Rate. Subject to Section 11.3, at the discretion
         of the Administrative Agent and Required Lenders, upon the occurrence
         and during the continuance of an Event of Default: (i) the Borrowers
         shall no longer have the option to request LIBOR Rate Loans, (ii) all
         outstanding LIBOR Rate Loans (including without limitation all
         Alternate Currency Loans) shall bear interest at a rate per annum two
         percent (2%) in excess of the rate then applicable to LIBOR Rate Loans,
         as applicable, until the end of the applicable Interest Period, and
         thereafter at a rate equal to two percent (2%) in excess of the rate
         then applicable to Base Rate Loans, (iii) all outstanding Base Rate
         Loans shall bear interest at a rate per annum equal to two percent (2%)
         in excess of the rate then applicable to Base Rate Loans. Interest
         shall continue to accrue on the Notes after the filing by or against
         the Borrowers of any petition seeking any relief in bankruptcy or under
         any act or law pertaining to insolvency or debtor relief, whether
         state, federal or foreign, and (iv) on the last day of the applicable
         Interest Period, all outstanding Alternate Currency Loans shall be
         Redenominated into Dollars.

         6. Amended Section 4.4 (Manner of Payment). Section 4.4 of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:

            Section 4.4. Manner of Payment.

                  (a) Except for Alternate Currency Loans, each payment by the
         Borrowers on account of the principal of or interest on the Loans or of
         any fee, commission or other amounts (including the Reimbursement
         Obligation) payable to the Lenders under this Agreement or any Note
         shall be made not later than 1:00 p.m. (Philadelphia time) on the date

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         specified for payment under this Agreement to the Administrative Agent
         at the Administrative Agent's Office for the account of the Lenders
         (other than as set forth below) pro rata in accordance with their
         respective Commitment Percentages (except as specified below), in
         Dollars, in immediately available funds and shall be made without any
         set-off, counterclaim or deduction whatsoever.

                  (b) Alternate Currency Loans shall be paid at the
         Administrative Agent's Alternate Lending Office no later than 11:00
         a.m. (London time) and otherwise as set forth above.

                  (c) Any payment received on such date after the time set for
         payment, as applicable, shall be deemed to have been made on the next
         succeeding Business Day. Upon receipt by the Administrative Agent of
         each such payment, the Administrative Agent shall distribute to each
         Lender at its address for notices set forth herein its pro rata share
         of such payment in accordance with such Lender's Commitment Percentage
         (except as specified below) and shall wire advice of the amount of such
         credit to each Lender. Each payment to the Administrative Agent of the
         Issuing Lender's fees, Lenders' facility fee or L/C Participants'
         commissions shall be made in like manner, but for the account of the
         Issuing Lender or the L/C Participants, as the case may be. Each
         payment to the Administrative Agent of Administrative Agent's fees or
         expenses shall be made for the account of the Administrative Agent and
         any amount payable to any Lender under Sections 4.8, 4.9, 4.10, 4.11 or
         13.2 shall be paid to the Administrative Agent for the account of the
         applicable Lender. Subject to Section 4.1(b)(ii) if any payment under
         this Agreement or any Note shall be specified to be made upon a day
         which is not a Business Day, it shall be made on the next succeeding
         day which is a Business Day and such extension of time shall in such
         case be included in computing any interest if payable along with such
         payment.

         7. Amended Section 10.1(e) (Limitations on Debt). Section 10.1(e) of
the Credit Agreement is hereby amended so that the reference to "Five Million
Dollars ($5,000,000)" is replaced by "Ten Million Dollars ($10,000,000)".

         8. Amended Section 10.3(f) (Limitations on Liens). Section 10.3(f) of
the Credit Agreement is hereby amended and restated in its entirety as set forth
below:

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                  (f) Liens securing Debt permitted under Section 10.1(h);
         provided that (i) such Liens shall be created substantially
         simultaneously with the acquisition of the related asset, (ii) such
         Liens do not at any time encumber any property other than the property
         financed by such Debt, (iii) the amount of Debt secured thereby is not
         increased, and (iv) the principal amount of Debt secured by any such
         Lien shall at no time exceed one hundred percent (100%) of the original
         purchase price of such property at the time it was acquired.

         9. Amended Section 10.6(d) (Limitations on Sales of Assets). Section
10.6(d) of the Credit Agreement is hereby amended and restated in its entirety
as set forth below:

                  (d) either: (i) the sale or discount without recourse of
         accounts receivable which arose in the ordinary course of business or
         (ii) the sale of Receivables, Related Security and Related Assets in
         connection with Securitizations, in each case as defined in and to the
         extent permitted by any consent or waiver by the Required Lenders
         relating thereto; provided, however, that the aggregate face amount of
         outstanding accounts receivable sold or discounted under clause (i)
         above, plus Debt outstanding in connection with Securitizations
         permitted under clause (ii) above, shall not exceed in the aggregate at
         any time One Hundred Million Dollars ($100,000,000); provided further,
         however, that for purposes of clause (i) above (but not clause (ii)),
         "outstanding" means those sold or discounted accounts receivable which
         are by their terms not due;

         10. Additional Section 11.1(q) (Sale/Leaseback or Securitization
Cross-Default). The following new Section 11.1(q) is hereby added to the Credit
Agreement to read in its entirety as follows:

                  (q) Sale/Leaseback or Securitization Cross-Default. Any
         Borrower or any Subsidiary shall (i) default in the payment of any Debt
         in connection with an Equipment Sale/Leaseback, Rental Fleet
         Sale/Leaseback or Securitization transaction beyond the period of grace
         if any, provided in the instrument or agreement under which such Debt
         was created or (ii) default in the observance or performance of any
         other agreement or condition relating to any Debt in connection with an
         Equipment Sale/Leaseback, Rental Fleet Sale/Leaseback or Securitization
         transaction or contained in any instrument or agreement evidencing,
         securing or relating thereto or any other event shall

                                       14
<PAGE>   15
         occur or condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such Debt
         (or a trustee or agent on behalf of such holder or holders) to cause,
         with the giving of notice if required, any such Debt to become due
         prior to its stated maturity (any applicable grace period having
         expired).

         11. Consents and Waivers in connection with Sale/Leaseback
Transactions. Borrowers have entered into and/or have informed Administrative
Agent of their intent to enter into two types of sale/leaseback transactions.
The first type is a lease arrangement whereby the Borrowers sell certain
manufacturing and other equipment of the Borrowers to a lessor and lease back
such equipment (an "Equipment Sale/Leaseback); the second type is a lease
arrangement where the Borrowers will sell a pool of rental equipment to a lessor
and lease back such equipment (a "Rental Fleet Sale/Leaseback"). The following
consents and waivers are intended to permit Equipment Sale/Leaseback and Rental
Fleet Sale/Leaseback transactions as and to the extent, and subject to the
conditions, set forth below:

            1. Section 10.1 (Limitations on Debt). Section 10.1 of the Credit
Agreement prohibits the Borrowers from incurring additional Debt except to the
extent set forth in the exceptions described therein. Equipment Sale/Leaseback
and Rental Fleet Sale/Leaseback transactions violate or may violate Section 10.1
of the Credit Agreement. Lenders hereby consent to the Borrowers' incurrence of
Debt in connection with Equipment Sale/Leaseback and Rental Fleet Sale/Leaseback
transactions; provided, however, that: (i) in connection with an Equipment
Sale/Leaseback, the transaction is limited to the equipment placed in service
not more than six months prior to the effective date of such Equipment
Sale/Leaseback; (ii) the amount of Debt outstanding in connection with Equipment
Sale/Leaseback transactions (including without limitation the January 28, 2000
transaction between JLG and SunTrust Leasing Corporation for the sale and
leaseback of the Torrid Powder Finishing System located at JLG's paint facility
at Shippensburg, Pennsylvania) shall be applied to reduce the 20% of Net Worth
basket set forth in Section 10.1(h) of the Credit Agreement; and (iii) the
amount of Debt outstanding in connection with Rental Fleet Sale/Leaseback
transactions, either singly or in the aggregate, shall not exceed 15% of Net
Worth of JLG and its Subsidiaries on a consolidated basis (as set forth on the
most recently delivered financial statements by Borrowers to the Lenders), and
such amount of Debt : (A) shall be equivalent to the sale price to the lessor of
such equipment sold, less any lease amortization, in accordance with GAAP and
(B) shall not be applied to reduce the 20% of Net Worth basket set forth in
Section 10.1(h) of the Credit Agreement.

            2. Section 10.3 (Limitations on Liens). Section 10.3 of the Credit
Agreement prohibits Borrowers from incurring Liens on any of their assets except
to the extent set forth in the exceptions described therein. Equipment
Sale/Leaseback and Rental Fleet Sale/Leaseback transactions violate or may
violate Section 10.3 of the Credit Agreement because the lessor would have an
effective lien on :(i) the Borrowers' assets transferred to the lessor as part
of the Equipment Sale/Leaseback or Rental Fleet Sale/Leaseback transaction, and
(ii) in connection with a Rental Fleet Sale/Leaseback transaction, the lessor
would also have a lien on

                                       15
<PAGE>   16
the Borrowers' accounts, proceeds of accounts, lease agreements and lease
payments related to such assets (collectively, the "Transferred Assets").
Lenders hereby consent to Borrowers' incurrence of Liens on their Transferred
Assets in connection with either Equipment Sale/Leaseback or Rental Fleet
Sale/Leaseback transactions.

            3. Section 10.6 (Limitations on Sale of Assets). Section 10.6 of the
Credit Agreement prohibits Borrowers and their Subsidiaries from conveying,
selling, leasing, transferring or otherwise disposing of any of their property
business or assets except to the extent set forth in the exceptions described
therein, and therefore prohibits Borrowers from transferring ownership of their
assets to a lessor under either an Equipment Sale/Leaseback or the Rental Fleet
Sale/Leaseback. Lenders hereby consent to Borrowers' sale of Transferred Assets
to a lessor in connection with Equipment Sale/Leaseback and Rental Fleet
Sale/Leaseback transactions otherwise permitted herein.

            4. Section 10.11 (Restrictive Agreements). Section 10.11 of the
Credit Agreement prohibits the Borrowers and their Subsidiaries from entering
into any agreement evidencing indebtedness which contains any negative pledge on
assets or covenants more restrictive than those in the Credit Agreement. The
Borrowers' execution of the documentation in connection with Equipment
Sale/Leaseback or Rental Fleet Sale/Leaseback transactions may, due to the
inclusion of a negative pledge relating to the Transferred Assets, subject to
the applicable transaction, violate Section 10.11 of the Credit Agreement.
Lenders hereby consent to any Borrower's grant of a negative pledge on
Transferred Assets to a lessor in connection with Equipment Sale/Leaseback or
Rental Fleet Sale/Leaseback transactions.

         12. Consents and Waivers in connection with Securitization
Transactions. Borrowers have informed Administrative Agent of their desire to
enter into Securitization transactions. In each Securitization, one or more of
the Borrowers will sell portions of its/their Receivables, Related Security and
Related Assets to Securitization Subsidiaries, which will in turn sell such
receivables to a Purchaser. A liquidity facility, under which no Borrower is a
borrower or guarantor, will be a component of each such Securitization. JLG will
provide Administrative Agent with: (i) one week's prior written notice of any
Securitization and (ii) within one week after the closing of any Securitization,
an opinion of counsel to Borrowers stating that such transaction has closed and
that the documentation for such Securitization does not breach the terms of the
Credit Agreement. The transaction evidenced by: (i) the Purchase and Sale
Agreement dated as of June 30, 2000 between JLG, The Gradall Company, The
Gradall Orville Company and a Securitization Subsidiary, (ii) the Receivables
Purchase Agreement dated as of June 30, 2000 among a Securitization Subsidiary,
as the Seller, JLG, as the Servicer, Market Street Funding Corporation, as the
Issuer and PNC Bank, National Association, as the Administrator and (iii) the
liquidity facility in connection therewith (collectively, the "PNC
Securitization"), which documents (other than the liquidity facility, as to
which Borrowers represent and warrant herein that they are not a party) have
been reviewed by counsel to Administrative Agent, constitutes a Securitization
hereunder. The following consents and

                                       16
<PAGE>   17
waivers are intended to permit the PNC Securitization referred to above and
subsequent Securitizations as and to the extent, and subject to the conditions,
set forth below:

            1. Securitization Subsidiary. Section 8.12 of the Credit Agreement
(Additional Subsidiaries) requires that any new Subsidiary of a Borrower must,
inter alia, be joined as a Borrower under the Credit Agreement. Lenders hereby
waive the requirement that a Securitization Subsidiary join the Credit Agreement
as a Borrower. In addition, Lenders hereby waive a Securitization Subsidiary's
compliance with the negative covenants found in Article 10 of the Credit
Agreement, other than in Section 10.1 of the Credit Agreement.

            2. Section 10.1 (Limitations on Debt). Section 10.1 of the Credit
Agreement prohibits Borrowers from incurring additional Debt except to the
extent set forth in the exceptions described therein. A Securitization may
contravene Section 10.1 of the Credit Agreement, because in connection with the
sale of Receivables, Related Security and Related Assets to a Purchaser, a
Securitization Subsidiary may incur Debt to a Purchaser for payments of the
accounts receivable from such accounts. Lenders hereby consent to Debt not
exceeding One Hundred Million Dollars ($100,000,000) outstanding at any time
related to: (i) Securitizations and (ii) other sales or discounts without
recourse of accounts receivable permitted by Section 10.6(d) of the Credit
Agreement, either singly or in the aggregate (provided, however, that with
respect to sales or discounts without recourse of accounts receivable referenced
in clause (ii) above, "outstanding" means those sold or discounted accounts
receivable which are by their terms not due).

            3. Section 10.3 (Limitations on Liens). Section 10.3 of the Credit
Agreement prohibits Borrowers from incurring Liens on any of their assets except
to the extent set forth in the exceptions described therein. A Securitization
may contravene Section 10.3 of the Credit Agreement because in connection with
the sale of the Receivables, Related Security and Related Assets, a Purchaser
will file UCC-1 financing statements against the Borrower that sells such
Receivables, Related Security and Related Assets. Lenders hereby consent to
Purchasers filing UCC-1 financing statements against Borrowers in connection
with a Securitization, so long as such UCC-1s cover only those Receivables,
Related Security and Related Assets sold to a Purchaser in connection with such
Securitization.

            4. Section 10.6 (Limitations on Sale of Assets). Section 10.6 of the
Credit Agreement prohibits Borrowers and their Subsidiaries from conveying,
selling, leasing, transferring or otherwise disposing of any of their property
business or assets except to the extent set forth in the exceptions described
therein, and therefore prohibits Borrowers from selling their accounts
receivable to a Securitization Subsidiary in connection with a Securitization.
Lenders hereby consent to Borrowers' sale of its/their Receivables, Related
Security and Related Assets to a Securitization Subsidiary in connection with a
Securitization.

            5. Section 10.11 (Restrictive Agreements). Section 10.11 prohibits
the Borrowers and their Subsidiaries from entering into any agreement evidencing
indebtedness

                                       17
<PAGE>   18
which contains any negative pledge on assets or covenants more restrictive than
those in the Credit Agreement. The Borrowers' execution of the documentation in
connection with a Securitization may, due to the inclusion of a negative pledge
relating to the Receivables, Related Security, Related Assets and Collections,
subject to the applicable transaction, violate Section 10.11 of the Credit
Agreement. Lenders hereby consent to Borrowers' grant of a negative pledge to a
Purchaser on the Receivables, Related Security, Related Assets and Collections
sold to such Purchaser in connection with a Securitization.

         13. Representations and Warranties. Borrowers hereby represent and
warrant to Lenders as follows:

            1. Representations. The representations and warranties set forth in
Article VI of the Credit Agreement are true and correct in all material respects
as of the Amendment No. 2 Effective Date, except for any representation or
warranty made as of an earlier date, which representation and warranty shall
remain true and correct as of such earlier date; there is no Event of Default or
Default under the Credit Agreement, as amended hereby; and since July 31, 1999
there has been no material adverse change in the properties, business,
operations, prospects or condition (financial or otherwise) of JLG or its
Subsidiaries on a Consolidated basis that could reasonably be expected to have a
Material Adverse Effect.

            2. Power and Authority. Each Borrower has the power and authority
under the laws of its state of incorporation or formation and under its
respective articles or certificates of incorporation and bylaws or articles of
organization and operating agreement to enter into and perform this Amendment
No. 2 and the other documents and agreements required hereunder (collectively,
the "Amendment Documents"); all necessary actions (corporate or otherwise) for
the execution and performance by each Borrower of the Amendment Documents have
been taken; and each of the Amendment Documents and the Credit Agreement, as
amended, constitute the valid and binding obligations of Borrowers, enforceable
in accordance with its respective terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar state
or federal debtor relief laws from time to time in effect which affect the
enforcement of creditors' rights in general and the availability of equitable
remedies.

            3. No Violations of Law or Agreements. The execution and performance
of the Amendment Documents by Borrowers will not: (i) violate any provisions of
any law or regulation, federal, state or local, or the articles or certificates
of incorporation or bylaws or articles of organization or operating agreement of
any Borrower or (ii) result in any breach or violation of, or constitute a
default or require the obtaining of any consent under, any material agreement or
instrument by which any Borrower or its property may be bound.

            4. Liquidity Facility. No Borrower is a borrower under or a
guarantor for the liquidity facility to be established in connection with the
PNC Securitization transaction described in Paragraph 12 above.

                                       18
<PAGE>   19
         14. Amendment Fee. Borrowers hereby covenant and agree to pay to each
Lender who has executed this Amendment No. 2 a fee of five basis points on such
Lender's Commitment Percentage under the Credit Agreement.

         15. Conditions to Effectiveness of Amendment. This Amendment No. 2
shall be effective upon the date of Administrative Agent's receipt of the
following documents, each in form and substance reasonably satisfactory to
Administrative Agent:

            1. Amendment No. 2. This Amendment No. 2 duly executed by Borrowers,
Required Lenders and Administrative Agent; provided, however, that Paragraphs 2,
3, 4, 5, 6 and the other provisions hereof relating to Alternate Currency Loans
shall be effective only upon execution of this Amendment No. 2 by Borrowers, all
Lenders and Administrative Agent.

            2. Working Capital Facility. An amendment to the documentation of
the Working Capital Facility, in form and substance acceptable to Administrative
Agent.

            3. Overdraft Facility. An amendment to the documentation evidencing
the Overdraft Facility, in form and substance acceptable to Administrative
Agent.

            4. Amendment Fee. Payment to Administrative Agent, for the benefit
of each Lender, of the fees set forth in Paragraph 14 hereof.

            5. Opinion of Counsel. An opinion of counsel to Borrowers, in form
and substance satisfactory to Administrative Agent.

            6. Good Standing Certificates. A good standing certificate from the
secretary of state of the state of formation of each Borrower as of a recent
date.

            7. Secretary Certificate. A certificate of the secretary of each
Borrower certifying that the resolutions authorizing such Borrower's execution
of this Amendment No. 2 are in full force and effect.

            8. Other Documents. Such additional documents as Lenders may
reasonably request.

         16. Affirmations. Borrowers hereby: (i) affirm all the provisions of
the Credit Agreement, as amended by this Amendment No. 2, and (ii) agree that
the terms and conditions of the Credit Agreement shall continue in full force
and effect as supplemented and amended hereby.

         17. Miscellaneous.

                                       19
<PAGE>   20
            1. Borrowers agree to pay or reimburse Administrative Agent for all
reasonable fees and expenses (including without limitation reasonable fees and
expenses of counsel) incurred by Administrative Agent in connection with the
preparation, execution and delivery of this Amendment No. 2.

            2. This Amendment No. 2 shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without regard to
conflicts of law or choice of law principles.

            3. This Amendment No. 2 may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.



















                                       20
<PAGE>   21
            4. Except as expressly set forth herein, the execution, delivery and
performance of this Amendment No. 2 shall not operate as a waiver of any right,
power or remedy of Administrative Agent or Lenders under the Credit Agreement
and the agreements and documents executed in connection therewith or constitute
a waiver of any provision thereof.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2
the day and year first above written.


Attest:                                 JLG INDUSTRIES, INC.
------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Executive Vice President
                                               and Chief Financial Officer

Attest:                                 FULTON INTERNATIONAL, INC.
------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Secretary                    Title: President

Attest:                                 JLG EQUIPMENT SERVICES, INC.
------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Secretary and Treasurer

Attest:                                 JLG MANUFACTURING, LLC
------
                                    By: JLG INDUSTRIES, INC., Authorized Member

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Executive Vice President
                                               and Chief Financial Officer

                                       21
<PAGE>   22
                             [EXECUTIONS CONTINUED]

Attest:                                 GRADALL INDUSTRIES, INC.
------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Vice President

Attest:                                 THE GRADALL COMPANY
------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Vice President

Attest:                                 THE GRADALL ORRVILLE COMPANY
-------

By: _____________________________   By: _____________________________
    Name: Thomas D. Singer              Name: Charles H. Diller, Jr.
    Title: Assistant Secretary          Title: Vice President

                                        LENDERS

                                        FIRST UNION NATIONAL BANK,
                                        individually and in its capacity as
                                        Administrative Agent hereunder

                                        By: _________________________
                                            Name:
                                            Title:

                                        BANK ONE, MICHIGAN,
                                        individually and in its capacity as
                                        Syndication Agent hereunder

                                        By: _________________________
                                            Name:
                                            Title:

                                       22
<PAGE>   23
                             [EXECUTIONS CONTINUED]

                                        THE CHASE MANHATTAN BANK,
                                        individually and in its capacity as
                                        Documentation Agent hereunder

                                        By: _________________________
                                            Name:
                                            Title:

                                        BANCO ESPIRITO SANTO, S.A.,
                                        NASSAU BRANCH

                                        By: _________________________
                                            Name:
                                            Title:

                                        ALLFIRST BANK, f/k/a The First National
                                        Bank of Maryland

                                        By: _________________________
                                            Name:
                                            Title:

                                        PNC BANK, NATIONAL ASSOCIATION

                                        By: _________________________
                                            Name:
                                            Title:

                                        HARRIS TRUST AND SAVINGS BANK

                                        By: _________________________
                                            Name:
                                            Title:


                                       23
<PAGE>   24
                             [EXECUTIONS CONTINUED]

                                        NATIONAL CITY BANK OF PENNSYLVANIA

                                        By: _________________________
                                            Name:
                                            Title:

                                        COMERICA BANK

                                        By: _________________________
                                            Name:
                                            Title:

                                        MELLON BANK, N.A.

                                        By: _________________________
                                            Name:
                                            Title:

                                        SUNTRUST BANK, ATLANTA

                                        By: _________________________
                                            Name:
                                            Title:

                                        WACHOVIA BANK, N.A.

                                        By: _________________________
                                            Name:
                                            Title:

                                       24
<PAGE>   25
                             [EXECUTIONS CONTINUED]

                                        BANK HAPOALIM B.M.

                                        By: _________________________
                                            Name:
                                            Title:

                                        BANKBOSTON, N.A.

                                        By: _________________________
                                            Name:
                                            Title:

                                        FLEET NATIONAL BANK

                                        By: _________________________
                                            Name:
                                            Title:

                                        THE BANK OF NEW YORK

                                        By: _________________________
                                            Name:
                                            Title:

                                        BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                        By: _________________________
                                            Name:
                                            Title:


                                       25
<PAGE>   26
                             [EXECUTIONS CONTINUED]

                                        CREDIT LYONNAIS NEW YORK BRANCH

                                        By: _________________________
                                            Name:
                                            Title:

                                        ERSTE BANK

                                        By: _________________________
                                            Name:
                                            Title:

                                        MICHIGAN NATIONAL BANK

                                        By: _________________________
                                            Name:
                                            Title:















                                       26
<PAGE>   27
                                    EXHIBIT A

                                   SCHEDULE 3

                            CALCULATION OF MLA COSTS

(a)      The MLA Cost for any Alternate Currency Loan made by any Lender is
         calculated in accordance with the following formula:

         BY + L(Y-X) + S(Y-Z) % per annum = MLA Cost
         -------------------------------------------
                  100 - (B+S)

         where on the day of application of the formula:

         B        is the percentage of such Lender's eligible liabilities which
                  the Bank of England requires such Lender to hold on a
                  non-interest-bearing deposit account in accordance with its
                  cash ratio requirements;

         Y        is the interest rate applicable to such Alternate Currency
                  Loan;

         L        is the percentage of eligible liabilities which the Bank of
                  England requires such Lender to maintain as secured money with
                  members of the London Discount Market Association and/or as
                  secured call money with certain money brokers and gilt-edged
                  primary market makers;

         X        is the rate at which secured Pounds Sterling deposits in the
                  relevant amount may be placed by such Lender with members of
                  the London Discount Market Association and/or as secured call
                  money with certain money brokers and gilt-edged primary market
                  makers at or about 11:00 a.m. on that day for the relevant
                  period;

         S        is the percentage of such Lender's eligible liabilities which
                  the Bank of England requires such Lender to place as a special
                  deposit; and

         Z        is the interest rate per annum allowed by the Bank of England
                  on special deposits.

(b)      For the purposes of this Schedule 3:

         (i)      "eligible liabilities" and "special deposits" have the
                  meanings given to them at the time of application of the
                  formula by the Bank of England.

                                       27
<PAGE>   28
                                    EXHIBIT B

                                   RECEIVABLE

         Receivable means any indebtedness and other obligations owed to a
Securitization Subsidiary or any Borrower by, or any right of a Securitization
Subsidiary or any Borrower to payment from or on behalf of, a person obligated
to make payments pursuant to the Contract (as defined in Exhibit C) relating to
such Receivable (the "Obligor"), whether constituting an account, chattel paper,
instrument or general intangible, arising from the sale of goods or rendering of
services by a Borrower, and includes the obligation to pay any finance charges,
fees and other charges with respect thereto. Indebtedness and any other
obligations arising from any one transaction, including indebtedness and other
obligations represented by an individual invoice or agreement, shall constitute
a Receivable separate from a Receivable consisting of the indebtedness and other
obligations arising from any other transaction.












                                       28
<PAGE>   29
                                    EXHIBIT C

                                RELATED SECURITY

         Related Security means, with respect to any Receivable:

                  (a) all of a Securitization Subsidiary's and the respective
         Borrower's interest in any goods (including returned goods), and
         documentation of title evidencing the shipment or storage of any goods
         (including returned goods), relating to any sale giving rise to such
         Receivable.

                  (b) all instruments and chattel paper that may evidence such
         Receivable,

                  (c) all other security interests or liens and property subject
         thereto from time to time purporting to secure payment of such
         Receivable, whether pursuant to the contract related to such Receivable
         or otherwise, together with all UCC financing statements or similar
         filings relating thereto, and

                  (d) all of the Securitization Subsidiary's and the respective
         Borrower's rights, interests and claims under any and all contracts,
         instruments, agreements, leases, invoices, notes or other writings
         pursuant to which a Receivable arises or that evidence such Receivable
         or under which an Obligor (as defined in Exhibit B) becomes or is
         obligated to make payment in respect of such Receivable (the
         "Contracts") and all guaranties, indemnities, insurance and other
         agreements (including the related Contract) or arrangements of whatever
         character from time to time supporting or securing payment of such
         Receivable or otherwise relating to such Receivable, whether pursuant
         to the Contract related to such Receivable or otherwise.





                                       29
<PAGE>   30
                                    EXHIBIT D

                                 RELATED ASSETS

         "Related Assets" means, with respect to any Receivable:

                  (a) all monies due or to become due to a Borrower with respect
         to any Receivable or Related Security;

                  (b) all books and records of a Borrower related to any
         Receivable or Related Security; and

                  (c) all collections and other proceeds and products of any of
         the foregoing or any Receivable or Related Security (as defined in the
         applicable UCC), including, without limitation, (i) all funds received
         by any Borrower or Securitization Subsidiary from or on behalf of the
         Obligors (as defined in Exhibit B), in payment of any amounts owed
         (including, without limitation, invoice price, finance charges,
         interest and all other charges) in respect of Receivables; (ii) all
         amounts (including any insurance proceeds) to be applied by a Borrower
         or Securitization Subsidiary to any amount owed in respect of any
         Receivable, and (iii) all net proceeds of sale or other disposition of
         repossessed goods or other collateral or property of the Obligors or
         any other parties directly or indirectly liable for payment of such
         Receivables, in respect of Receivables, all net proceeds.









                                       30
<PAGE>   31
                                    EXHIBIT E

                                   COLLECTIONS

         "Collections" means, with respect to any Receivable: (a) all funds that
are received by a Borrower or a Securitization Subsidiary in payment of any
amounts owed in respect of such Receivable (including purchase price, finance
charges, interest and all other charges), or applied to amounts owed in respect
of such Receivable (including insurance payments and net proceeds of the sale or
other disposition of repossessed goods or other collateral or property of the
related Obligor (as defined in Exhibit B) or any other person directly or
indirectly liable for the payment of such Receivable and available to be applied
thereon), (b) all Collections deemed to have been received as a result of any
defective, rejected, returned, repossessed or foreclosed goods or services, or
any revision, cancellation, allowance, discount or other adjustment made by the
Securitization Subsidiary or any affiliate of a Securitization Subsidiary and an
Obligor, and (c) all other proceeds of such Receivable.




                                       31