<PAGE>   1
                                                                     EXHIBIT 4.5

                 AMENDMENT NO. 1 TO AND CONSENT AND WAIVER UNDER
                                CREDIT AGREEMENT

         THIS AMENDMENT NO. 1 TO AND CONSENT AND WAIVER UNDER CREDIT AGREEMENT
(this "Amendment No. 1") 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 December 16, 1999 (as
so amended hereby and as may be further amended from time to time, the "Credit
Agreement") for use by the Borrowers to support working capital and general
corporate purposes.

         Borrowers have informed Administrative Agent of their desire 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. 1 Effective Date, the parties hereto agree as follows:

         18. 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:

                  "Amendment No. 1" means the Amendment No. 1 to Credit
         Agreement by and among Borrowers, Lenders, Administrative

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         Agent, Syndication Agent and Documentation Agent, dated June 30, 2000.

                  "Amendment No. 1 Effective Date" means the date on which the
         conditions set forth in Paragraph 9 of Amendment No. 1 have been
         satisfied.

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

                  "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.

                  "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 A attached
         hereto.

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

                  "Related Security" has the meaning set forth on Exhibit B
         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 representation, 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.

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

            3. Amended Definition. The definition of "Debt" found in Section

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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"

         19. Amended Section 9.1(g) (Limitations on Debt). Section 9.1(g) 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)".

         20. Amended Section 9.6(d) (Limitations on Sales of Assets). Section
9.6(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;

         21. Additional Section 10.1(q) (Sale/Leaseback or Securitization
Cross-Default). The following new Section 10.1(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

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         contained in any instrument or agreement evidencing, securing or
         relating thereto or any other event shall 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).

         22. 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 9.1 (Limitations on Debt). Section 9.1 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 9.1
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 9.1(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 9.1(h) of the
Credit Agreement.

            2. Section 9.3 (Limitations on Liens). Section 9.3 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 9.3 of the Credit Agreement because

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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 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 9.6 (Limitations on Sale of Assets). Section 9.6 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 9.11 (Restrictive Agreements). Section 9.11 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 9.11 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.

         23. 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

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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 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 7.12 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 9 of the Credit
Agreement, other than in Section 9.1 of the Credit Agreement.

            2. Section 9.1 (Limitations on Debt). Section 9.1 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 9.1 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 9.6(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 9.3 (Limitations on Liens). Section 9.3 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 9.3 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 9.6 (Limitations on Sale of Assets). Section 9.6 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.

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            5. Section 9.11 (Restrictive Agreements). Section 9.11 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 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 9.11 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.

         24. 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. 1 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. 1 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

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for the liquidity facility to be established in connection with the PNC
Securitization transaction described in Paragraph 12 above. 1.

         25. Amendment Fee. Borrowers hereby covenant and agree to pay to each
Lender who has executed this Amendment No. 1 a fee of five basis points on such
Lender's Commitment Percentage under the Credit Agreement.

         26. Conditions to Effectiveness of Amendment. This Amendment No. 1
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. 1. This Amendment No. 1 duly executed by Borrowers,
Required Lenders and Administrative Agent.

            2. Existing Facility. An amendment to the documentation of the
Existing 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 9 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. 1 are in full force and effect.

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

         27. Affirmations. Borrowers hereby: (i) affirm all the provisions of
the Credit Agreement, as amended by this Amendment No. 1, and (ii) agree that
the terms and conditions of the Credit Agreement shall continue in full force
and effect as supplemented and amended hereby.

         28. Miscellaneous.

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            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. 1.

            2. This Amendment No. 1 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. 1 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.
















                                       9
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            4. Except as expressly set forth herein, the execution, delivery and
performance of this Amendment No. 1 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. 1
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


                                       10
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                             [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:


                                       11
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                             [EXECUTIONS CONTINUED]

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

                                   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:

                                       NATIONAL CITY BANK OF PENNSYLVANIA

                                   By: _____________________________
                                       Name:
                                       Title:

                                       COMERICA BANK

                                   By: _____________________________
                                       Name:
                                       Title:

                                       12
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                             [EXECUTIONS CONTINUED]

                                       MELLON BANK, N.A.

                                   By: _____________________________
                                       Name:
                                       Title:

                                       SUNTRUST BANK, ATLANTA

                                   By: _____________________________
                                       Name:
                                       Title:

                                       WACHOVIA BANK, N.A.

                                   By: _____________________________
                                       Name:
                                       Title:

                                       BANK HAPOALIM B.M.

                                   By: _____________________________
                                       Name:
                                       Title:

                                       BANKBOSTON, N.A.

                                   By: _____________________________
                                       Name:
                                       Title:

                                       FLEET NATIONAL BANK

                                   By: _____________________________
                                       Name:
                                       Title:



                                       13
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                             [EXECUTIONS CONTINUED]

                                       THE BANK OF NEW YORK

                                   By: _____________________________
                                       Name:
                                       Title:

                                       BANK OF TOKYO-MITSUBISHI TRUST COMPANY

                                   By: _____________________________
                                       Name:
                                       Title:

                                       CREDIT LYONNAIS NEW YORK BRANCH

                                   By: _____________________________
                                       Name:
                                       Title:

                                       ERSTE BANK

                                   By: _____________________________
                                       Name:
                                       Title:

                                       MICHIGAN NATIONAL BANK

                                   By: _____________________________
                                       Name:
                                       Title:



                                       14
<PAGE>   15
                                    EXHIBIT A

                                   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 B) relating to
such Receivable (the "Obligor"), whether constituting an account, chattel paper,
instrument or general intangible, arising from the sale of goods or the
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.


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                                    EXHIBIT B

                                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 A) 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.


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                                    EXHIBIT C

                                 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 A), 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.










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                                    EXHIBIT D

                                   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 A) 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.










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