Exhibit
4.3


 






 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of September 27, 2010


 


Supplementing that Certain


 


INDENTURE


 


Dated as of March 3, 2010


 






 


Among


 


OSHKOSH CORPORATION


 


as Issuer,


 


THE GUARANTORS PARTY HERETO


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


as Trustee


 






 


81⁄4% SENIOR NOTES DUE 2017


 


81⁄2% SENIOR NOTES DUE 2020


 

















 


This
First Supplemental Indenture, dated as of September 27, 2010 (the “First Supplemental Indenture”), is by and among Oshkosh
Corporation, a Wisconsin corporation (the “Company” or the
“Issuer”), the Guarantors party hereto,
and Wells Fargo Bank, National Association, a national banking association, as
trustee (the “Trustee”).


 


RECITALS


 


A.            The Company is a party to
that certain Indenture, dated as of March 3, 2010, by and among the
Company, the Guarantors (as defined therein), and the Trustee (the “Indenture”), pursuant to which the Company’s 81⁄4% Senior
Notes due 2017 and 81⁄2% Senior Notes due 2020 (the “Notes”)
were originally issued.  Capitalized
terms used herein without definition have the meanings provided to them in the
Indenture.


 


B.            Sections 9.1(7) and 10.6
of the Indenture provide that, in the event a Guarantor no longer guarantees
any Debt under the Credit Agreement, or any other Debt for borrowed money of
the Company or any of its Restricted Subsidiaries of at least $25.0 million,
then such Guarantor shall, without the consent of any Holders, be deemed
automatically and unconditionally released and discharged of any obligations
under its Note Guarantee, as evidenced by a supplemental indenture executed by
the Company, the Guarantors (other than such released Guarantor) and the
Trustee, without any further action on the part of the Trustee or any Holder.


 


C.            In connection with the
Company’s entry into a new Credit Agreement effective as of the date hereof,
certain Guarantors will no longer guarantee any Debt under the Credit
Agreement, or any other Debt for borrowed money of the Company or any of its
Restricted Subsidiaries of at least $25.0 million, and the Company desires to
release such Persons as Guarantors of the Notes under the Indenture.


 


NOW,
THEREFORE, each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Notes.


 


ARTICLE I


SUPPLEMENT TO THE INDENTURE


 


SECTION 1.1         Supplement to the Indenture.


 


Pursuant
to Section 10.6 of the Indenture, each Person listed on Exhibit A
hereto is hereby released from any all obligations of such Person as a
Guarantor under the Indenture and the Notes.


 


ARTICLE II


MISCELLANEOUS


 


SECTION 2.1 
Confirmations; Effectiveness.


 


As supplemented by this First Supplemental
Indenture, the Indenture and the Notes are ratified and confirmed in all
respects, and the Indenture as so supplemented shall be read, taken and
construed as one and the same instrument. 
This First Supplemental Indenture shall form a


 

















 


part
of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.


 


SECTION 2.2  Trust Indenture Act Controls.


 


If
any provision of this First Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by TIA § 318(c), the imposed duties shall
control.


 


SECTION 2.3  Governing Law.


 


This
First Supplemental Indenture shall be governed by and construed in accordance
with the law of the state of New York, without giving effect to the conflict of
laws principles thereof.


 


SECTION 2.4  Severability.


 


In
case any provision in this First Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


 


SECTION 2.5  Counterpart Originals.


 


The
parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.  The exchange of copies of this First
Supplemental Indenture and of signature pages by facsimile or PDF
transmission shall constitute effective execution and delivery of this First
Supplemental Indenture for all purposes. 
Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


 


[Signatures on following page]


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first above written.


 


 


	
   

  	
  OSHKOSH
  CORPORATION,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Sagehorn

  
	
   

  	
   

  	
  Name:

  	
  David
  M. Sagehorn

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


 


[Signature Page to First Supplemental Indenture]


 

















 


	
   

  	
  ACCESS
  FINANCIAL SOLUTIONS, INC.

  
	
   

  	
  AUDUBON
  MANUFACTURING CORPORATION

  
	
   

  	
  CONCRETE
  EQUIPMENT COMPANY, INC.

  
	
   

  	
  FULTON
  INTERNATIONAL, INC.

  
	
   

  	
  IOWA
  CONTRACT FABRICATORS, INC.

  
	
   

  	
  IOWA
  MOLD TOOLING CO., INC.

  
	
   

  	
  JERRDAN
  CORPORATION

  
	
   

  	
  JLG
  EQUIPMENT SERVICES, INC.

  
	
   

  	
  JLG
  INDUSTRIES, INC.

  
	
   

  	
  JLG
  OMNIQUIP, INC.

  
	
   

  	
  KEWAUNEE
  FABRICATIONS, L.L.C.

  
	
   

  	
  McNEILUS
  COMPANIES, INC.

  
	
   

  	
  McNEILUS
  FINANCIAL, INC.

  
	
   

  	
  McNEILUS
  TRUCK AND MANUFACTURING, INC.

  
	
   

  	
  MEDTEC
  AMBULANCE CORPORATION

  
	
   

  	
  OSHKOSH
  SPECIALTY VEHICLES, INC.

  
	
   

  	
  PIERCE
  MANUFACTURING INC.

  
	
   

  	
  VIKING
  TRUCK & EQUIPMENT SALES, INC.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David M. Sagehorn

  
	
   

  	
  Name:

  	
  David
  M. Sagehorn

  
	
   

  	
  Title:

  	
  Executive
  Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


 


[Signature Page to First Supplemental Indenture]


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Lynn M. Steiner

  
	
   

  	
   

  	
  Name:
  Lynn M. Steiner

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


 


[Signature Page to First Supplemental Indenture]


 

















 


Exhibit A


 


Released Guarantors


 


ACCESS
FINANCIAL SOLUTIONS, INC.


AUDUBON
MANUFACTURING CORPORATION


CONCRETE
EQUIPMENT COMPANY, INC.


FULTON
INTERNATIONAL, INC.


IOWA
CONTRACT FABRICATORS, INC.


IOWA
MOLD TOOLING CO., INC.


JERRDAN
CORPORATION


JLG
EQUIPMENT SERVICES, INC.


JLG
OMNIQUIP, INC.


KEWAUNEE
FABRICATIONS, L.L.C.


McNEILUS
COMPANIES, INC.


McNEILUS
TRUCK AND MANUFACTURING, INC.


MEDTEC
AMBULANCE CORPORATION


OSHKOSH
SPECIALTY VEHICLES, INC.


VIKING
TRUCK & EQUIPMENT SALES, INC.