EX-10.1



 






Exhibit 10.1




Execution Copy




 




$200,000,000


AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


dated as of November 30, 2005


among


JLG INDUSTRIES, INC.,

as Borrower


THE LENDERS FROM TIME TO TIME PARTY HERETO


SUNTRUST BANK,

as Issuing Bank, Swingline Lender

and Administrative Agent


MANUFACTURERS AND TRADERS TRUST COMPANY,

as Syndication Agent


and


LASALLE BANK MIDWEST NATIONAL ASSOCIATION,

as Documentation Agent



 




SUNTRUST ROBINSON HUMPHREY,

a division of Suntrust Capital Markets, Inc.

as Lead Arranger and Book Manager



 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	ARTICLE I DEFINITIONS; CONSTRUCTION	 	 	1	 
	 
	 	Section 1.1.	 	Definitions	 	 	1	 
	 
	 	Section 1.2.	 	Classifications of Loans and Borrowings	 	 	30	 
	 
	 	Section 1.3.	 	Accounting Terms and Determination	 	 	30	 
	 
	 	Section 1.4.	 	Terms Generally	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS	 	 	31	 
	 
	 	Section 2.1.	 	General Description of Facilities	 	 	31	 
	 
	 	Section 2.2.	 	Revolving Loans	 	 	31	 
	 
	 	Section 2.3.	 	Procedure for Revolving Borrowings	 	 	31	 
	 
	 	Section 2.4.	 	Swingline Commitment	 	 	32	 
	 
	 	Section 2.5.	 	Procedure for Swingline Loans	 	 	32	 
	 
	 	Section 2.6.	 	Funding of Borrowings	 	 	33	 
	 
	 	Section 2.7.	 	Interest Elections	 	 	34	 
	 
	 	Section 2.8.	 	Optional Increase or Reduction of Commitments; Termination	 	 	35	 
	 
	 	Section 2.9.	 	Repayment of Loans	 	 	36	 
	 
	 	Section 2.10.	 	Evidence of Indebtedness	 	 	36	 
	 
	 	Section 2.11.	 	Optional Prepayments	 	 	37	 
	 
	 	Section 2.12.	 	Mandatory Prepayments	 	 	37	 
	 
	 	Section 2.13.	 	Interest on Loans	 	 	38	 
	 
	 	Section 2.14.	 	Fees	 	 	39	 
	 
	 	Section 2.15.	 	Computation of Interest and Fees	 	 	39	 
	 
	 	Section 2.16.	 	Inability to Determine Interest Rates	 	 	40	 
	 
	 	Section 2.17.	 	Illegality	 	 	40	 
	 
	 	Section 2.18.	 	Increased Costs	 	 	41	 
	 
	 	Section 2.19.	 	Funding Indemnity	 	 	42	 
	 
	 	Section 2.20.	 	Taxes	 	 	43	 
	 
	 	Section 2.21.	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	 	45	 
	 
	 	Section 2.22.	 	Letters of Credit	 	 	46	 
	 
	 	Section 2.23.	 	Extension of Revolving Commitment Termination Date	 	 	51	 
	 
	 	Section 2.24.	 	Alternate Currency Provisions	 	 	53	 
	 
	 	Section 2.25.	 	European Economic and Monetary Union	 	 	54	 
	 
	 	Section 2.26.	 	Collateral	 	 	56	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT	 	 	56	 
	 
	 	Section 3.1.	 	Conditions To Effectiveness	 	 	56	 
	 
	 	Section 3.2.	 	Each Credit Event	 	 	59	 
	 
	 	Section 3.3.	 	Delivery of Documents	 	 	60	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	 	61	 
	 
	 	Section 4.1.	 	Existence; Power	 	 	61	 
	 
	 	Section 4.2.	 	Organizational Power; Authorization	 	 	61	 
	 
	 	Section 4.3.	 	Governmental Approvals; No Conflicts	 	 	61	 
	 
	 	Section 4.4.	 	Financial Statements	 	 	61	 
	 
	 	Section 4.5.	 	Litigation and Environmental Matters	 	 	62	 
	 
	 	Section 4.6.	 	Compliance with Laws and Agreements	 	 	62	 






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	 	 	 	 	 	 	Page	 
	 
	 	Section 4.7.	 	Investment Company Act, Etc	 	 	62	 
	 
	 	Section 4.8.	 	Taxes	 	 	62	 
	 
	 	Section 4.9.	 	Margin Regulations	 	 	63	 
	 
	 	Section 4.10.	 	ERISA	 	 	63	 
	 
	 	Section 4.11.	 	Ownership of Property	 	 	63	 
	 
	 	Section 4.12.	 	Disclosure	 	 	63	 
	 
	 	Section 4.13.	 	Labor Relations	 	 	63	 
	 
	 	Section 4.14.	 	Subsidiaries	 	 	64	 
	 
	 	Section 4.15.	 	Insolvency	 	 	64	 
	 
	 	Section 4.16.	 	Subordination of Subordinated Debt; Senior Unsecured Notes	 	 	64	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS	 	 	64	 
	 
	 	Section 5.1.	 	Financial Statements and Other Information	 	 	64	 
	 
	 	Section 5.2.	 	Notices of Material Events	 	 	66	 
	 
	 	Section 5.3.	 	Existence; Conduct of Business	 	 	66	 
	 
	 	Section 5.4.	 	Compliance with Laws, Etc	 	 	66	 
	 
	 	Section 5.5.	 	Payment of Obligations	 	 	66	 
	 
	 	Section 5.6.	 	Books and Records	 	 	67	 
	 
	 	Section 5.7.	 	Visitation, Inspection, Etc	 	 	67	 
	 
	 	Section 5.8.	 	Maintenance of Properties; Insurance	 	 	67	 
	 
	 	Section 5.9.	 	Use of Proceeds and Letters of Credit	 	 	67	 
	 
	 	Section 5.10.	 	Cash Management	 	 	68	 
	 
	 	Section 5.11.	 	Additional Subsidiaries	 	 	68	 
	 
	 	Section 5.12.	 	Further Assurances	 	 	69	 
	 
	 	Section 5.13.	 	[Post-Closing Requirements	 	 	70	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI FINANCIAL COVENANTS-	 	 	70	 
	 
	 	Section 6.1.	 	Fixed Charge Coverage Ratio	 	 	70	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII NEGATIVE COVENANTS	 	 	70	 
	 
	 	Section 7.1.	 	Indebtedness; Preferred Equity	 	 	70	 
	 
	 	Section 7.2.	 	Negative Pledge	 	 	72	 
	 
	 	Section 7.3.	 	Fundamental Changes	 	 	73	 
	 
	 	Section 7.4.	 	Investments, Loans, Etc	 	 	74	 
	 
	 	Section 7.5.	 	Restricted Payments	 	 	75	 
	 
	 	Section 7.6.	 	Sale of Assets	 	 	76	 
	 
	 	Section 7.7.	 	Transactions with Affiliates	 	 	77	 
	 
	 	Section 7.8.	 	Restrictive Agreements	 	 	77	 
	 
	 	Section 7.9.	 	Sale and Leaseback Transactions	 	 	77	 
	 
	 	Section 7.10.	 	Hedging Transactions	 	 	77	 
	 
	 	Section 7.11.	 	Payment of and Amendments to Senior Unsecured Notes and Subordinated Debt	 	 	78	 
	 
	 	Section 7.12.	 	Accounting Changes; Fiscal Year	 	 	78	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII EVENTS OF DEFAULT	 	 	78	 
	 
	 	Section 8.1.	 	Events of Default	 	 	78	 






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TABLE OF CONTENTS
(continued)






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	Section 8.2.	 	Application of Proceeds After Acceleration or Maturity	 	 	81	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX THE ADMINISTRATIVE AGENT	 	 	81	 
	 
	 	Section 9.1.	 	Appointment of Administrative Agent	 	 	81	 
	 
	 	Section 9.2.	 	Nature of Duties of Administrative Agent	 	 	82	 
	 
	 	Section 9.3.	 	Lack of Reliance on the Administrative Agent	 	 	83	 
	 
	 	Section 9.4.	 	Certain Rights of the Administrative Agent	 	 	83	 
	 
	 	Section 9.5.	 	Reliance by Administrative Agent	 	 	83	 
	 
	 	Section 9.6.	 	The Administrative Agent in its Individual Capacity	 	 	83	 
	 
	 	Section 9.7.	 	Successor Administrative Agent	 	 	83	 
	 
	 	Section 9.8.	 	Authorization to Execute other Loan Documents	 	 	84	 
	 
	 	Section 9.9.	 	Appointment of Syndication Agent and Documentation Agent	 	 	84	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	84	 
	 
	 	Section 10.1.	 	Notices	 	 	84	 
	 
	 	Section 10.2.	 	Waiver; Amendments	 	 	86	 
	 
	 	Section 10.3.	 	Expenses; Indemnification	 	 	87	 
	 
	 	Section 10.4.	 	Successors and Assigns	 	 	89	 
	 
	 	Section 10.5.	 	Governing Law; Jurisdiction; Consent to Service of Process	 	 	91	 
	 
	 	Section 10.6.	 	WAIVER OF JURY TRIAL	 	 	92	 
	 
	 	Section 10.7.	 	Right of Setoff	 	 	92	 
	 
	 	Section 10.8.	 	Counterparts; Integration	 	 	92	 
	 
	 	Section 10.9.	 	Survival	 	 	92	 
	 
	 	Section 10.10.	 	Severability	 	 	93	 
	 
	 	Section 10.11.	 	Confidentiality	 	 	93	 
	 
	 	Section 10.12.	 	Interest Rate Limitation	 	 	93	 
	 
	 	Section 10.13.	 	Waiver of Effect of Corporate Seal	 	 	94	 
	 
	 	Section 10.14.	 	USA Patriot Act Notice, Etc	 	 	94	 






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TABLE OF CONTENTS
(continued)





Page




	 	 	 	 	 
	Schedules
	 	 	 	 
	 
	 	 	 	 
	Schedule I

	 	-
	 	Applicable Margin and Commitment Fee
	Schedule II

	 	-
	 	Existing Letters of Credit
	Schedule III

	 	-
	 	Existing Synthetic Leases
	Schedule 4.5

	 	-
	 	Environmental Matters
	Schedule 4.14

	 	-
	 	Subsidiaries
	Schedule 5.10

	 	-
	 	Deferred Compensation Accounts
	Schedule 5.13

	 	-
	 	Post-Closing Bank Account Control Agreements and
	 

	 	 	 	Investment Control Agreements
	Schedule 7.1

	 	-
	 	Outstanding Indebtedness
	Schedule 7.2

	 	-
	 	Existing Liens
	Schedule 7.4

	 	-
	 	Existing Investments
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	 	 	 	 
	Exhibit A

	 	-
	 	Form of Revolving Credit Note
	Exhibit B

	 	-
	 	Form of Swingline Note
	Exhibit C

	 	-
	 	Form of Assignment and Acceptance
	Exhibit D

	 	-
	 	Form of Subsidiary Guaranty Agreement
	Exhibit E

	 	-
	 	Form of Borrowing Base Certificate
	Exhibit F

	 	-
	 	Form of Investment Control Agreement
	Exhibit G

	 	-
	 	Form of New Lender Supplement
	Exhibit 2.3

	 	-
	 	Form of Notice of Revolving Borrowing
	Exhibit 2.5

	 	-
	 	Form of Notice of Swingline Loan
	Exhibit 2.7

	 	-
	 	Form of Notice of Conversion/Continuation
	Exhibit 5.1(c)

	 	-
	 	Form of Compliance Certificate






-iv-




 









 








AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT




          THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and
entered into as of November 30, 2005 by and among JLG INDUSTRIES, INC., a Pennsylvania corporation
(the “Borrower”), the several banks and other financial institutions and lenders from time
to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative
agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing
Bank”) and as swingline lender (the “Swingline Lender”), MANUFACTURERS AND TRADERS
TRUST COMPANY, as syndication agent (the “Syndication Agent”) and LASALLE BANK MIDWEST
NATIONAL ASSOCIATION, as documentation agent (the “Documentation Agent”).




W
I T N E S S E T H:




          WHEREAS, the Borrower, the Lenders party thereto, the Administrative Agent, the Syndication
Agent and the Documentation Agent entered into the Revolving Credit Agreement as of September 23,
2003 (the “Existing Credit Agreement”), establishing a $175,000,000 revolving credit
facility in favor of the Borrower;




          WHEREAS, the Borrower has requested and, subject to the terms and conditions of this
Agreement, the Lenders, the Issuing Bank and the Swingline Lender, to the extent of their
respective Commitments as defined herein, are willing to amend and restate the Existing Credit
Agreement;




          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the Swingline Lender
agree as follows:




ARTICLE I




DEFINITIONS; CONSTRUCTION




          Section 1.1. Definitions. In addition to the other terms defined herein, the following terms
used herein shall have the meanings herein specified:




     “Account Debtor” shall mean any Person who is obligated under an Account.



     “Accounts” shall mean, for any Person, all “accounts” (as defined in the UCC) and all
amounts payable to such Person in respect of Customer Financings, now or hereafter owned or
acquired by such Person or in which such Person now or hereafter has or acquires any rights.



     “ACH Transactions” shall mean any cash management or related services (including the
Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve
Fedline system) provided by the Bank Product Provider for the account of the Borrower or its
Subsidiaries.



     “Adjusted LIBO Rate” shall mean, with respect to each Interest Period for a
Eurocurrency Borrowing, the rate per annum obtained by dividing (a) LIBOR for such Interest Period
by (b) a percentage equal to 1.00 minus the Eurocurrency Reserve Percentage.



 









 





     “Administrative Questionnaire” shall mean, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent and submitted to the
Administrative Agent duly completed by such Lender.



     “Affiliate” shall mean, as to any Person, any other Person that directly, or
indirectly through one or more intermediaries, Controls, is Controlled by, or is under common
Control with, such Person. For the purposes of this definition, “Control” shall mean the power,
directly or indirectly, either to (a) vote ten percent (10%) or more of the securities having
ordinary voting power for the election of directors (or persons performing similar functions) of a
Person or (b) direct or cause the direction of the management and policies of a Person, whether
through the ability to exercise voting power, by control or otherwise. The terms “Controlling”,
“Controlled by”, and “under common Control with” have the meanings correlative thereto.



     “Aggregate Revolving Commitment Amount” shall mean the aggregate principal amount of
the Aggregate Revolving Commitments from time to time. On the Closing Date, the Aggregate
Revolving Commitment Amount equals $200,000,000. The Aggregate Revolving Commitment Amount may be
increased to an amount up to $300,000,000 pursuant to Section 2.8(a).



     “Aggregate Revolving Commitments” shall mean, collectively, all Revolving Commitments
of all Lenders at any time outstanding.



     “Alternate Currency” shall mean any freely convertible, transferable foreign currency
available to all Lenders.



     “Alternate Currency Letter of Credit” shall mean any letter of credit issued in an
Alternate Currency by the Issuing Bank for the account of the Borrower pursuant to Section
2.22.



     “Alternate Currency Loan” shall mean a Revolving Eurocurrency Loan denominated in an
Alternate Currency.



     “Applicable Lending Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or an Affiliate of such Lender) designated for such Type of Loan
in the Administrative Questionnaire submitted by such Lender or such other office, branch,
affiliate or correspondent of such Lender (or an Affiliate of such Lender) as such Lender may from
time to time designated by notice to the Administrative Agent and the Borrower as the office by
which its Loans of such Type are to be made and maintained.



     “Applicable Margin” shall mean, as of any date, with respect to interest on all
Revolving Loans and the Letter of Credit Fee, as applicable, a percentage per annum designated as
LIBOR Margin or Base Rate Margin determined by reference to the applicable Average Borrowing
Availability Percentage from time to time as set forth on Schedule I; provided,
however, that if at any time the Borrower shall have failed to deliver such financial
statements required by Section 5.1(b) and the Compliance Certificate required by
Section 5.1(c) when so required, the respective Applicable Margins shall be at Level IV on
Schedule I until such time as such financial statements and Compliance Certificate are delivered,
at which time the Applicable Margin shall be determined as provided above. Notwithstanding the
foregoing, the Base Rate Applicable Margin shall be 0%, and the LIBOR Applicable Margin shall be
1.00% from the Closing Date until the second Business Day after the financial statements required
by Section 5.1(b) and the Compliance Certificate required by Section 5.1(c) for the
Fiscal Quarter ended January 31, 2006, are delivered to the Administrative Agent.



2









 





     “Applicable Percentage” shall mean, as of any date, with respect to the Commitment Fee
as of any date, a percentage per annum determined by reference to the applicable Average Borrowing
Availability Percentage from time to time in effect as set forth on Schedule I.



     “Approved Fund” means any Person (other than a natural Person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by
(i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender.



     “Asset Sale” shall have the meaning assigned to such term in Section 7.6.



     “Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section
10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit C attached
hereto or any other form approved by the Administrative Agent.



     “Assuming Lender” shall have the meaning assigned to such term in Section
2.23(d).



     “Availability Period” shall mean the period from the Closing Date to the Revolving
Commitment Termination Date.



     “Average Borrowing Availability Percentage” shall mean the daily average of the
Borrowing Availability Percentage during each Fiscal Quarter of the Borrower.



     “Bank Account” shall have the meaning assigned to such term in Section 5.10.



     “Bank Account Control Agreements” shall mean, collectively, the agreements among a
Loan Party, the Collateral Agent and a bank at which such Loan Party maintains deposit accounts,
granting “control” over such deposit accounts to the Collateral Agent in a manner that perfects the
Lien of the Collateral Agent under the UCC.



     “Bank Account Control Agreement Condition” means, as of any time, that Borrowing
Availability is less than $25,000,000.



     “Bank Products” means any one or more of the following types of services or facilities
extended to the Borrower by Bank Product Provider: (i) credit cards; (ii) credit card processing
services, (iii) debit cards, (iv) purchase cards, (v) ACH Transactions; (vi) cash management,
including controlled disbursement, accounts or services; and (vii) any Hedging Transaction.



     “Bank Product Provider” means the Administrative Agent or any of its Affiliates.



     “Bank Product Reserves” means all reserves which the Administrative Agent from time to
time establishes in its reasonable discretion for the Bank Products provided by the Bank Product
Provider that are outstanding.



     “Base Rate” shall mean the higher of (a) the per annum rate which the Administrative
Agent publicly announces from time to time to be its prime lending rate, as in effect from time to
time, and (b) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent
(0.50%). The Administrative Agent’s prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The Administrative Agent may
make commercial loans or other



3









 




loans at rates of interest at, above or below the Administrative Agent’s prime lending rate.
Each change in the Administrative Agent’s prime lending rate shall be effective from and including
the date such change is publicly announced as being effective.




     “Blocked Accounts” shall have the meaning assigned to such term in Section
5.10(a).



     “Bond Payment” shall mean the payment, prepayment, purchase, redemption or other
satisfaction of bond Indebtedness of the Borrower.



     “Borrowing” shall mean a borrowing consisting of (a) Loans of the same Class and Type,
made, converted or continued on the same date and in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect, or (b) a Swingline Loan.



     “Borrowing Availability” shall mean, at any time, the Borrowing Limit less the
Revolving Credit Exposure of all Lenders at such time.



     “Borrowing Availability Percentage” shall mean, as of any date, the ratio of (a) the
Borrowing Availability on such date to (b) the Borrowing Limit on such date.



     “Borrowing Base” shall mean, at any time, the sum of (a) up to 85% of Eligible
Accounts, plus (b) up to 45% of Eligible Inventory, including up to $20,000,000 of work in process,
so long as Eligible Inventory comprises less than 40% of the Borrowing Base (such amount being the
“Inventory Cap”), minus (c) Bank Product Reserves and (d) reserves for losses, expenses and
liabilities as the Administrative Agent shall determine are necessary in its reasonable credit
judgment based on the results of appraisals, field examinations and other Collateral and Borrowing
Base evaluations conducted by the Administrative Agent, including without limitation, a $5,000,000
liquidation reserve as of the Closing Date. If the aggregate amount of Eligible Inventory is
greater than or equal to the Inventory Cap, then the Borrower may elect to either (A) treat the
Inventory Cap as an upper sub-limit on the amount of Eligible Inventory for purposes of the
Borrowing Base, or (B) replace the amount calculated pursuant to clause (b) above with Eligible
Inventory Components Amount at such time.



     “Borrowing Base Certificate” shall mean a certificate of the chief financial officer
of the Borrower, substantially in the form of Exhibit E.



     “Borrowing Limit” shall mean, at any time, the lesser of (a) the Aggregate Revolving
Commitment Amount at such time and (b) the Borrowing Base as reported in the Borrowing Base
Certificate most recently delivered to the Lenders pursuant to Section 3.1(b)(xiv) or
Section 5.1(f), less (i) the amount outstanding under the Pari Passu Credit Facility at
such time, less (ii) the amount of the Defaulted Material Foreign Indebtedness during any Material
Foreign Indebtedness Cure Period, less, or plus if the Swap Termination Value on such Borrowing
Base Certificate is an amount payable to the Borrower or any Subsidiary, (iii) the Swap Termination
Value of the Citizens Interest Rate Hedge Agreement as of the Business Day immediately preceding
delivery of the most recently delivered Borrowing Base Certificate pursuant to Section
5.1(f), less, or plus if the Swap Termination Value on such Borrowing Base Certificate is an
amount payable to the Borrower or any Subsidiary, (iv) the Swap Termination Value of the Tokyo
Interest Rate Hedge Agreement as of the Business Day immediately preceding delivery of the most
recently delivered Borrowing Base Certificate pursuant to Section 5.1(f), less, or plus if
the swap termination value on such Borrowing Base Certificate is an amount payable to the Borrower
or any Subsidiary (v) the swap termination value of any other Permitted Hedging Transactions as of
the Business Day immediately preceding delivery of the most recently delivered Borrowing Base
Certificate pursuant to Section 5.1(f).



4









 





     “Business Day” shall mean any day other than (a) a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to close, (b) if
such day relates to a Borrowing of, a payment or prepayment of principal or interest on, a
conversion of or into, or an Interest Period for, a Eurocurrency Loan or a notice with respect to
any of the foregoing, (i) in a Currency other than Euros, any day on which dealings in the
applicable Currency are not carried on in the applicable interbank Eurocurrency market in London,
England and in the country of issue of the applicable Currency, and (ii) in Euros, any day on which
the Trans-European Automated Real-time Gross settlement Express Transfer system (commonly known as
TARGET) is not open for settlement of payment in Euros, and (c) in Euros and National Currency
Unit, any day on which prime banks in London, England that generally provide quotations for
deposits denominated in Euros and such National Currency Unit are not open for business.



     “Capital Expenditures” shall mean for any period, without duplication, (a) the
additions to property, plant and equipment and other capital expenditures of the Borrower and its
Subsidiaries that are (or would be) set forth on a consolidated statement of cash flows of the
Borrower for such period prepared in accordance with GAAP and (b) Capital Lease Obligations
incurred by the Borrower and its Subsidiaries during such period.



     “Capital Lease Obligations” of any Person shall mean all obligations of such Person to
pay rent or other amounts under any Capital Lease, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.



     “Capital Leases” shall mean, as to any Person, any lease of any real or personal
property in respect of which the obligations of the lessee are required, in accordance with GAAP,
to be classified and accounted for as a capital lease on the consolidated balance sheet of such
Person.



     “Capital Stock” of any Person shall mean any capital stock (or in the case of a
partnership or limited liability company, the partners’ or members’ equivalent equity interest) of
such Person, whether common or preferred.



     “Cayman Pledge Agreement” shall mean that certain Pledge Agreement, dated as of
September 23, 2003, executed by the Borrower and JLG International, in favor of the Collateral
Agent for the benefit of the Lenders, the lender under the Pari Passu Credit Facility, Citizens
Bank of Pennsylvania, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and any counterparties to
Hedging Transactions that are entered into to replace or refinance either the Tokyo Interest Rate
Hedge Agreement or the Citizens Interest Rate Hedge Agreement, pursuant to which the Borrower shall
pledge 66% of the general partnership and limited partnership interests of JLG Investments, L.P., a
Cayman Islands limited partnership.



     “Change in Control” shall mean the occurrence of one or more of the following events:
(a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or “group” (within the meaning of the Securities Exchange Act of 1934, as amended and the rules of
the Securities and Exchange Commission thereunder as in effect on the date hereof) of 30% or more
of the outstanding shares of the voting stock of the Borrower; or (b) occupation of a majority of
the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) directors on the date hereof or directors nominated by the board of directors of the
Borrower or (ii) appointed by directors on the date hereof or directors so nominated.



     “Change in Law” shall mean (a) the adoption of any applicable law, rule or regulation
after the date of this Agreement, (b) any change in any applicable law, rule or regulation, or any
change in the



5









 




interpretation or application thereof, by any Governmental Authority after the date of this
Agreement, or (c) compliance by any Lender (or its Applicable Lending Office) or the Issuing Bank
(or for purposes of Section 2.18(b), by such Lender’s or the Issuing Bank’s parent company,
if applicable) with any request, guideline or directive (whether or not having the force of law) of
any Governmental Authority made or issued after the date of this Agreement.




     “Citizens Interest Rate Hedge Agreement” shall mean that certain ISDA Master Agreement
(including the Schedule thereto), dated as of June 6, 2003, pursuant to which the Borrower, certain
of its Subsidiaries and Citizens Bank of Pennsylvania entered into a Transaction (as such term is
defined in the Citizens Interest Rate Hedge Agreement) on June 6, 2003, in the notional amount of
$70,000,000 under the terms and conditions specified in the Citizens Swap Transaction, as amended,
restated, supplemented or otherwise modified from time to time.



     “Citizens Swap Transaction” shall mean that certain Confirmation (as such term is
defined in the Citizens Interest Rate Hedge Agreement) related to the Citizens Interest Rate Hedge
Agreement, as amended, restated, supplemented or modified from time to time; provided that
at no time shall the notional amount be in excess of $70,000,000.



     “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, or Swingline Loans and when used in
reference to any Commitment, refers to whether such Commitment is a Revolving Commitment or a
Swingline Commitment.



     “Closing Date” shall mean the date on which the conditions precedent set forth in
Section 3.1 have been satisfied or waived in accordance with Section 10.2.



     “Code” shall mean the Internal Revenue Code of 1986, as amended and in effect from
time to time.



     “Collateral” shall mean all personal property of any Loan Party that is the subject of
a Lien granted pursuant to a Collateral Document to the Collateral Agent for the benefit of (i) the
Lenders to secure the whole or any part of the Obligations or any Guarantee thereof, (ii) the
lender under the Pari Passu Credit Facility to secure the whole or any part of the obligations of
any of the Loan Parties under the Pari Passu Credit Facility, (iii) The Bank of Tokyo-Mitsubishi,
Ltd., New York Branch to secure the whole or any part of the obligations of any of the Loan Parties
under the Tokyo Swap Transaction and (iv) Citizens Bank of Pennsylvania to secure the whole or any
part of the obligations of any of the Loan Parties under the Citizens Swap Transaction.



     “Collateral Access Agreements” shall mean, collectively, the landlord waivers,
warehouseman agreements, bailee acknowledgments and customs brokers acknowledgments executed by any
Loan Party and a third party with possession of any Collateral or leasing real property to such
Loan Party at which Collateral is located, delivered in connection herewith.



     “Collateral Agent” shall mean SunTrust Bank, in its capacity as the collateral agent
for the Lenders, the lender providing the Pari Passu Credit Facility, The Bank of Tokyo-Mitsubishi,
Ltd., New York Branch and Citizens Bank of Pennsylvania.



     “Collateral Documents” shall mean, collectively, the Security Agreement, the Pledge
Agreements, all Investment Control Agreements, all Bank Account Control Agreements, all Copyright
Security Agreements, all Patent Security Agreements, all Trademark Security Agreements, the
Perfection



6









 




Certificate, all Collateral Access Agreements, and all other instruments and agreements now or
hereafter securing the whole or any part of the Obligations or any Guarantee thereof, all UCC
financing statements, stock powers, and all other documents, instruments, agreements and
certificates executed and delivered by any Loan Party to the Collateral Agent, the Administrative
Agent and the Lenders in connection with the foregoing.




     “Commitment” shall mean a Revolving Commitment, a Swingline Commitment or any
combination thereof (as the context shall permit or require).



     “Commitment Fee” shall have the meaning assigned to such term in Section
2.14(b).



     “Compliance Certificate” shall mean a certificate from the chief financial officer of
the Borrower in the form of, and containing the certifications set forth in, Exhibit
5.1(c).



     “Consenting Lender” shall have the meaning assigned to such term in Section
2.23(c).



     “Consolidated” shall mean, when used with reference to financial statements or
financial statement items of the Borrower and its Subsidiaries, such statements or items on a
consolidated basis in accordance with applicable principles of consolidation under GAAP.



     “Consolidated EBITDA” shall mean, for any period, an amount equal to the sum of (a)
Consolidated Net Income for such period, plus (b) to the extent deducted in determining
Consolidated Net Income, (i) Consolidated Interest Expense for such period, (ii) income tax expense
for such period, determined on a consolidated basis in accordance with GAAP, (iii) depreciation and
amortization for such period, determined on a consolidated basis in accordance with GAAP and (iv)
non-cash expenses of the Borrower and its Consolidated Subsidiaries for such period relating to
stock options or other stock-based compensation (other than non-cash expenses relating to
restricted share awards determined in accordance with past practice) to the extent required to be
expensed under applicable laws or regulations.



     “Consolidated Fixed Charges” shall mean, for any period, the sum of (a) Consolidated
Interest Expense paid in cash during such period, plus (b) dividends and distributions to holders
of Capital Stock, warrants and related instruments of the Borrower and its Consolidated
Subsidiaries paid in cash during such period, plus (c) scheduled principal payments required to be
made on all Indebtedness of the Borrower and its Consolidated Subsidiaries (excluding payments with
respect to the Senior Unsecured Notes and the Senior Subordinated Notes in respect of principal
only, but including the portion of rental expense that would be attributed to principal of the
Borrower and its Consolidated Subsidiaries for such period in respect of Synthetic Leases as if
such Synthetic Leases were Capital Leases) during such period.



     “Consolidated Interest Expense” shall mean, for any period, the sum of (a) total
interest expense of the Borrower and its Consolidated Subsidiaries for such period measured on a
consolidated basis in accordance with GAAP, including without limitation the interest component of
any payments in respect of Capital Leases, plus (b) the net amount payable (or minus the net amount
receivable) with respect to interest rate Hedging Obligations during such period plus (c) the
portion of rental expense that would be attributed to interest of the Borrower and its Consolidated
Subsidiaries for such period in respect of Synthetic Leases as if such Synthetic Leases were
Capital Leases.



     “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the
Borrower and its Consolidated Subsidiaries for such period measured on a consolidated basis in
accordance with GAAP, but excluding therefrom (to the extent otherwise included therein) (a) any
extraordinary gains or losses, (b) any non-cash gains attributable to write-ups of assets (but
including any non-cash losses



7









 




attributable to write-downs of assets), (c) any equity interest of the Borrower or any
Subsidiary in the unremitted earnings of any Person that is not a Subsidiary, and (d) any income
(or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or
consolidated with the Borrower or any Subsidiary or its assets are acquired by the Borrower or any
Subsidiary.




     “Consolidated Tangible Net Worth” shall mean, as of any date, (a) total shareholders’
equity of the Borrower and its Consolidated Subsidiaries as of such date, less (b) the net book
amount of all assets of the Borrower and its Consolidated Subsidiaries that would be classified as
intangible assets on a consolidated balance sheet of the Borrower as of such date.



     “Contractual Currency” shall have the meaning assigned to such term in Section
2.24(b).



     “Contractual Obligation” of any Person shall mean any material provision of any
security issued by such Person or of any material agreement, instrument or undertaking under which
such Person is obligated or by which it or any material portion of the property in which it has an
interest is bound.



     “Conversion Date” shall have the meaning assigned to such term in Section
2.24(b).



     “Copyright” shall have the meaning assigned to such term in the Security Agreement.



     “Copyright Security Agreements” shall mean, collectively, the Grant of Security
Interest in Copyright Rights agreements executed by the Loan Parties owning Copyrights or licenses
of Copyrights in favor of the Collateral Agent, on behalf of itself, and the Lenders, the lender
under the Pari Passu Credit Facility, Citizens Bank of Pennsylvania, The Bank of Tokyo-Mitsubishi,
Ltd., New York Branch and any counterparties to Hedging Transactions that are entered into to
replace or refinance either the Tokyo Interest Rate Hedge Agreement or the Citizens Interest Rate
Hedge Agreement.



     “Currency” shall mean Dollars or any Alternate Currency.



     “Customer Financings” shall mean all leases (including operating leases, financing
leases, and synthetic leases) and all conditional sale agreements, pursuant to which the Borrower
or any of its Subsidiaries leases or conditionally sells new or used equipment either manufactured
or remanufactured by the Borrower or any of its Subsidiaries, other than (a) any open accounts
receivable from the sale of equipment or (b) Monetization Assets that are the subject of a
Monetization Transaction.



     “Default” shall mean any condition or event that, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.



     “Default Interest” shall have the meaning assigned to such term in Section
2.13(b).



     “Defaulted Material Foreign Indebtedness” shall have the meaning assigned to such term
in Section 8.1(g).



     “Determination Date” shall mean:



     (a) in connection with any new Alternate Currency Loan or Obligation relating to an Alternate
Currency Letter of Credit, the Business Day which is the earlier of the date such credit is
extended or the date the interest rate is set, as applicable;



8









 





     (b) in connection with the continuation of a Borrowing into a new Interest Period, the
Business Day which is the earlier of the date such Borrowing is continued or the date the rate is
set, as applicable; or



     (c) the date of any reduction of the Revolving Commitments pursuant to the terms of Article
II; and



     (d) such additional dates, not more frequently than once a calendar quarter if no Default has
occurred, as may be determined by the Administrative Agent.



     “Dollar(s)” and the sign “$” shall mean lawful money of the United States of
America.



     “Dollar Equivalent” shall mean, on any date, (i) with respect to any amount
denominated in Dollars, such amount and (ii) with respect to any amount denominated in an Alternate
Currency, the amount of Dollars that would be required to purchase the amount of such Alternate
Currency on such date based upon the Exchange Rate as of the applicable Determination Date.



     “Domestic Finished Equipment” shall mean Eligible Inventory consisting of finished
equipment, including but not limited to all finished aerial work platforms, telehandlers and
telescoping hydraulic excavators.



     “Domestic Finished Replacement Parts” shall mean Eligible Inventory consisting of
finished replacement parts for equipment.



     “Domestic Pledge Agreement” shall mean that certain Domestic Pledge Agreement, dated
as of September 23, 2003, executed by each Loan Party that owns any Capital Stock of a Material
Domestic Subsidiary, in favor of the Collateral Agent for the benefit of the Lenders, the lender
under the Pari Passu Credit Facility, Citizens Bank of Pennsylvania, The Bank of Tokyo-Mitsubishi,
Ltd., New York Branch and any counterparties to Hedging Transactions that are entered into to
replace or refinance either the Tokyo Interest Rate Hedge Agreement or the Citizens Interest Rate
Hedge Agreement, pursuant to which such Loan Parties shall pledge 66% of the Capital Stock of JLG
International and 100% of the Capital Stock of each other Material Domestic Subsidiary.



     “Domestic Raw Material” shall mean Eligible Inventory consisting of purchased raw
materials and component inventories.



     “Domestic Rental Fleet Equipment” shall mean Eligible Inventory consisting of
equipment rented by the Borrower or any of its Subsidiaries to third parties.



     “Domestic Subsidiary” shall mean each Subsidiary that is not a Foreign Subsidiary.



     “Domestic Used Equipment” shall mean Eligible Inventory consisting of finished
equipment that has been previously rented to third parties, taken in trade from third parties,
purchased on the open market, remanufactured, reconditioned or otherwise acquired in any manner.



     “Domestic Work in Process” means Eligible Inventory consisting of work in process
using Domestic Raw Material that, upon completion of the manufacturing process with respect
thereto, will constitute either Domestic Finished Equipment or Domestic Finished Replacement Parts.



     “Eligible Accounts” shall mean all Accounts of the Loan Parties other than any
Account:



9









 





     (a) that does not arise from the sale of goods, Customer Financings or the performance of
services by any Loan Party in the ordinary course of its business;



     (b) upon which (i) the right to receive payment is not absolute or is contingent upon the
fulfillment of any condition whatsoever, other than customary conditions applicable to any Loan
Party in connection with Customer Financings, (ii) such Loan Party is not able to bring suit or
otherwise enforce its remedies against the Account Debtor through judicial process or (iii) if the
Account represents a progress billing consisting of an invoice for goods sold or used or services
rendered pursuant to a contract under which the Account Debtor’s obligation to pay that invoice is
subject to completion of further performance by such Loan Party under such contract or is subject
to the equitable lien of a surety bond issuer;



     (c) which is subject to any defense, right of set-off or counterclaim, but only to the extent
of such defense, set-off or counterclaim, unless such Account Debtor has entered into a written
agreement reasonably acceptable to the Administrative Agent to waive such defense, set-off or
counterclaim;



     (d) (i) that is not a bona fide, valid and enforceable obligation of the Account Debtor, (ii)
with respect to which, in whole or in part, a check, promissory note, draft, trade acceptance or
other instrument for the payment of money has been received, presented for payment and returned
uncollected for any reason or (iii) that is subject to any dispute actually asserted in writing by
the Account Debtor;



     (e) that arises from a sale to any director, officer, other employee or Affiliate of any Loan
Party;



     (f) that is the obligation of an Account Debtor that is the United States government or a
political subdivision thereof, or any department, agency or instrumentality thereof unless the Loan
Party, if necessary or desirable, has complied with respect to such obligation with the Federal
Assignment of Claims Act of 1940, as amended, or the Financial Administration Act (Canada), as
amended, as applicable, with respect to such obligation to the reasonable satisfaction of the
Administrative Agent;



     (g) with respect to which an invoice has not been sent (including by electronic transmission)
to the applicable Account Debtor;



     (h) that is not owned solely by the Loan Parties or that is subject to any right, claim,
interest or Lien of another Person, other than a Lien in favor of the Collateral Agent and
Permitted Encumbrances, including without limitation all Monetization Assets;



     (i) that arises with respect to goods which are delivered on a cash-on-delivery basis or
placed on consignment (it being understood and agreed that an Account that arises in connection
with a sale of such goods by the consignee thereof shall not be deemed to be ineligible by reason
of this clause (i)) or other terms by reason of which the payment by the Account Debtor may be
conditional;



     (j) that is not paid within the earlier of (i) sixty (60) days from its due date or (ii) one
hundred eighty (180) days from its original invoice date, that is owed by an Account Debtor that
has suspended its business, made a general assignment for the benefit of creditors or failed to pay
its debts generally as they come due, or that has filed, or had filed against it and had not been
dismissed, a petition under any bankruptcy law or any other federal, state or foreign receivership,
insolvency or similar law or that arises under any Customer Financing with respect to which any
other Accounts with respect to such Customer Financing is more than ninety (90) days past due on
the date of determination;



10









 





     (k) that arises from any bill-and-hold arrangement or other arrangement for the sale of goods
which remain in the possession or control of the Borrower and its Subsidiaries;



     (l) as to which the Administrative Agent does not have a first-priority perfected security
interest;



     (m) that is the obligation of an Account Debtor if fifty percent (50%) or more of the Dollar
amount of all Accounts owing by that Account Debtor are ineligible under clause (j) above or if
such Account Debtor is in default with respect to any Indebtedness owed by such Account Debtor to
the Borrower or any of its Subsidiaries;



     (n) to the extent such Account is evidenced by a judgment;




     (o) Accounts which, together with the other Accounts of a single Account Debtor or its
Affiliates owed to the Loan Parties, constitute more than twenty percent (20%) of all otherwise
Eligible Accounts (but the portion of the Eligible Accounts not in excess of such percentage shall
be Eligible Accounts);



     (p) that is the obligation of an Account Debtor located in a foreign country, (other than
Canada) unless payment thereof is assured by a letter of credit assigned and delivered to the
Administrative Agent, reasonably satisfactory to the Administrative Agent as to form, amount and
issuer;



     (q) that represents interest payments or shipping, finance and similar charges owing to the
Borrower or any of its Subsidiaries; and



     (r) with respect to which any of the representations, warranties, covenants, and agreements
contained in this Agreement or any Borrowing Base Certificate are not true and correct in any
material respect when made or deemed made.



     Notwithstanding anything contained herein to the contrary, the Administrative Agent shall have
the right from time to time to adjust the foregoing eligibility standards in the exercise of its
reasonable credit judgment based on the results of appraisals, field examinations and other
Collateral and Borrowing Base evaluations conducted by the Administrative Agent. Any adjustments
to such eligibility standards by the Administrative Agent shall be made by written notice to the
Borrower setting forth in reasonable detail the basis for such change, and shall become effective
upon the earlier of (i) the first Borrowing Base Certificate that is delivered after delivery of
such notice by the Administrative Agent and (ii) five (5) Business Days after the date of receipt
by the Borrower of such written notice, and in the case of clause (ii) such adjustments to the
eligibility standards shall be applied to the Borrowing Base Certificate most recently delivered
pursuant to Section 5.1(f).



     “Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural Person) approved by the Administrative Agent,
the Issuing Bank, and unless (i) such Person is taking delivery of an assignment in connection with
physical settlement of a credit derivatives transaction or (ii) an Event of Default has occurred
and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed).



     “Eligible Inventory” shall mean all Inventory of the Loan Parties, other than
Inventory that:



11









 





     (a) is not owned solely by one or more Loan Parties or that is subject to any right, claim,
interest or Lien of another Person, other than a Lien in favor of the Collateral Agent and other
than Permitted Encumbrances;



     (b) is (i) not located in the continental United States or Canada, (ii) not located on real
property owned by a Loan Party unless, if such property is leased from or under the control of a
third party, such third party has executed and delivered to the Collateral Agent a Collateral
Access Agreement in form and substance reasonably acceptable to the Collateral Agent, waiving any
lien or other rights that such person may hold in regard to the property of the Loan Parties
located on such premises and containing such other provisions as the Collateral Agent may
reasonably require;



     (c) is in transit, other than (i) Inventory in transit from a supplier to a Loan Party that is
not in the control of a customs broker and is fully insured and covered by a bill of lading
reflecting that title to such inventory has passed to such Loan Party, (ii) Inventory in transit
from a supplier to a Loan Party that is in the control of a customs broker and is fully insured and
covered by a bill of lading reflecting that title to such inventory has passed to such Loan Party;
provided that such customs broker, has executed and delivered to the Administrative Agent a
Collateral Access Agreement in form and substance reasonably acceptable to the Administrative
Agent, waiving any lien or other rights that such person may hold in regard to the property of the
Loan Parties located on such premises and containing such other provisions as the Administrative
Agent may reasonably require, (iii) Inventory in transit between facilities owned, leased or used
by one or more Loan Parties, so long as Inventory would not otherwise be excluded from the
Borrowing Base pursuant to clause (c) above;



     (d) is covered by a negotiable document of title, unless such document and evidence of
acceptable insurance covering such Inventory has been delivered to the Administrative Agent with
all necessary endorsements;



     (e) is obsolete, unsalable, or unfit for further processing;




     (f) consists of goods that are not held for sale, lease or rental in the ordinary course of
the Loan Parties’ business;



     (g) does not meet in all material respects all material standards imposed by any Governmental
Authority having regulatory authority over such Loan Parties, including with respect to its
production, acquisition or importation (as the case may be);



     (h) is placed on consignment with another Person or is held by a Loan Party on consignment
from another Person;



     (i) is produced in violation of the Fair Labor Standards Act and subject to the “hot goods”
provisions contained in 29 U.S.C. § 215 or any successor statute or section;



     (j) with respect to which any of the representations, warranties, covenants, and agreements
contained in the Loan Documents are not true and correct in all material respects when made or
deemed made; and



     (k) is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement
with any third parties, unless the Loan Party’s interest in any such license or other appropriate
agreement is subject to the Security Agreement or otherwise assigned to the Administrative Agent.



12









 





     Notwithstanding anything contained herein to the contrary, the Administrative Agent shall have
the right from time to time to adjust the foregoing eligibility standards in the exercise of its
reasonable credit judgment based on the results of appraisals, field examinations and other
Collateral and Borrowing Base evaluations conducted by the Administrative Agent. Any adjustments
to such eligibility standards by the Administrative Agent shall be made by written notice to the
Borrower setting forth in reasonable detail the basis for such change, and shall become effective
upon the earlier of (i) the first Borrowing Base Certificate that is delivered after delivery of
such notice by the Administrative Agent and (ii) five (5) Business Days after the date of receipt
by the Borrower of such written notice, and in the case of clause (ii) such adjustments to the
eligibility standards shall be applied to the Borrowing Base Certificate most recently delivered
pursuant to Section 5.1(f).



     “Eligible Inventory Components Amount” shall mean, at any time, an amount equal to the
sum of the following (a) an amount equal to 70% of Domestic Finished Equipment; plus (b) an amount
equal to 45% of Domestic Finished Replacement Parts; plus (c) an amount equal to 25% of Domestic
Raw Material; plus (d) an amount equal to 35% of Domestic Rental Fleet Equipment; plus (e) an
amount equal to 55% of Domestic Used Equipment; plus (f) an amount equal to 45% of Domestic Work in
Process; provided that such advance percentage rates may be adjusted by the Administrative Agent,
upon consent of the Required Lenders, based on an appraisal.



     “EMU” shall mean economic and monetary union as contemplated in the Treaty on European
Union.



     “EMU Legislation” shall mean 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.



     “Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments or injunctions promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation of natural
resources, the management, Release or threatened Release of any Hazardous Material or to health and
safety matters.



     “Environmental Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation, costs of
administrative oversight, fines, natural resource damages, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) any exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.



     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and any successor statute.



     “ERISA Affiliate” shall mean any trade or business (whether or not incorporated),
which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.



     “ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which
the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated
funding deficiency” (as



13









 




defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) with respect to a Plan that
does not satisfy the requirements for a standard termination under Section 4041(b) of ERISA, the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA
with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention
to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or
partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.




     “Euro” shall mean the single currency to which participating member states are
converting.



     “Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to
the Adjusted LIBO Rate.



     “Eurocurrency Borrowing Minimum” shall mean, for any Eurocurrency Loan, (a) in the
case of a Borrowing denominated in Dollars, $3,000,000 and integral multiples of $500,000; and in
the case of a Borrowing denominated in Euros or any other Alternate Currency, such minimum amounts
and multiples in excess thereof, the Dollar Equivalent of which shall be approximately equal to
$3,000,000 and integral multiples of $500,000, respectively, as determined by the Administrative
Agent from time to time.



     “Eurocurrency Reserve Percentage” shall mean, with respect to any Currency, the
aggregate of the maximum reserve, liquid asset or similar, percentages (including, without
limitation, any emergency, supplemental, special or other marginal reserves) expressed as a decimal
(rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent
is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by any
Governmental Authority of the United States or of the jurisdiction of such Currency or any
jurisdiction in which Loans in such Currency are made to which banks in such jurisdiction are
subject for any category of deposits or liabilities customarily used to fund loans in such Currency
or by reference to which interest rates applicable to loans in such Currency are determined. Such
liquid assets or similar percentages shall include those imposed pursuant to Regulation D.
Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such
reserve requirements without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under Regulation D or any other applicable law, rule or
regulation. The Eurocurrency Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.



     “Euro unit” shall mean the currency unit of the Euro.



     “Event of Default” shall have the meaning assigned to such term in Article VIII.



     “Exchange Rate” means on any day, with respect any Alternate Currency, the offered
rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m.
on such day on the Reuters NFX Page (or if such page is not available, or the rate does not appear
on such page, the comparable page on the Telerate or Bloomberg Service) for such currency. In the
event that such rate does not appear on the applicable page of any such services, the “Exchange
Rate” shall be determined by



14









 




reference to such other publicly available services for displaying exchange rates as may be
agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement,
such Exchange Rate shall instead be the offered spot rate of exchange of the Administrative Agent
or, if the Administrative Agent shall so determine, one of its affiliates in the market where its
foreign currency exchange operations in respect of such currency are then being conducted, at or
about 10:00 a.m., local time, on such date for the purchase of Dollars for delivery two Business
Days later; provided that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use
any reasonable method it deems appropriate to determine such rate, and such determination shall be
conclusive absent manifest error.




     “Excluded Taxes” shall mean with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America or any political subdivision or taxing authority thereof or therein,
or by the jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction in which any Lender is located, (c) in the case of a Foreign
Lender, any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement, (ii) is imposed on amounts payable to
such Foreign Lender at any time that such Foreign Lender designates a new lending office, other
than Taxes that have accrued prior to the designation of such lending office that are otherwise not
Excluded Taxes, or (iii) is attributable to such Foreign Lender’s failure to comply with
Section 2.20(e), and (d) in the case of any Lender described in Section 2.20(f),
any withholding tax that is attributable to such Lender’s failure to comply with Section
2.20(f).



     “Existing Credit Agreement” shall have the meaning assigned to such term in the
Recitals.



     “Existing Letters of Credit” shall mean those certain letters of credit listed on
Schedule II issued by the Issuing Bank pursuant to the Existing Credit Agreement for the
account of the Borrower.



     “Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if
necessary, to the next 1/100th of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business
Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day
shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for
such day on such transactions received by the Administrative Agent from three Federal funds brokers
of recognized standing selected by the Administrative Agent.



     “Fee Letter” shall mean that certain fee letter, dated as of September 30, 2005,
executed by SunTrust Capital Markets, Inc. and SunTrust Bank and accepted by Borrower.



     “First-Tier Foreign Subsidiary” shall mean any Foreign Subsidiary that is owned
directly in whole or in part by the Borrower or any Domestic Subsidiary.



     “Fiscal Month” shall mean any fiscal month of the Borrower.



     “Fiscal Quarter” shall mean any fiscal quarter of the Borrower.



     “Fiscal Year” shall mean any fiscal year of the Borrower.



15









 





     “Fixed Charge Coverage Ratio” shall mean, as of any date, the ratio of (a) (i)
Consolidated EBITDA, less (ii) income tax expense of the Borrower and its Consolidated Subsidiaries
paid in cash (net of any tax refunds received in cash, to the extent of such income tax expense),
less (iii) the actual amount paid by the Borrower and its Consolidated Subsidiaries in cash on
account of Capital Expenditures to (b) Consolidated Fixed Charges, in each case measured for the
four consecutive Fiscal Quarters ending on such date.



     “Foreign Lender” shall mean any Lender that is not a United States person under
Section 7701(a)(3) of the Code.



     “Foreign Subsidiary” shall mean any Subsidiary that is organized under the laws of a
jurisdiction other than one of the fifty states of the United States or the District of Columbia.



     “GAAP” shall mean generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.3.



     “Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.



     “Guarantee” of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other monetary obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly and including any obligation, direct or
indirect, of the guarantor (a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any
letter of credit or letter of guaranty issued in support of such Indebtedness or obligation;
provided that the term “Guarantee” shall not include endorsements for collection or
deposits in the ordinary course of business. The amount of any Guarantee (other than a MOSA) shall
be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which Guarantee is made and (b) the maximum amount for which such
Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such
primary obligation and the maximum amount for which such Person may be liable are not stated or
determinable, in which case the amount of such Guarantee shall be the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to perform thereunder)
as determined by such Person in good faith. The amount of any MOSA of the Borrower or any of its
Subsidiaries shall be deemed to be the lesser of (i) the capitalized amount of all customer
financings covered by such MOSA, as determined in accordance with GAAP, and (ii) if any, the stated
limitation of the obligations of the Borrower or any of its Subsidiaries pursuant to the MOSAs
related to such customer financings, in each case determined in a manner consistent with the
determination of contingent liabilities represented by MOSAs in connection with the preparation of
the consolidated financial statements of the Borrower and its Consolidated Subsidiaries. The term
“Guarantee” used as a verb has a corresponding meaning.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or



16









 




asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical
wastes and all other substances or wastes of any nature regulated pursuant to any Environmental
Law.




     “Hedging Obligations” of any Person shall mean any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
under (a) any and all Hedging Transactions, (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Hedging Transactions, and (c) any and all extensions, renewals,
refinancings and replacements of any Hedging Transactions and any and all substitutions for any
Hedging Transactions.



     “Hedging Transaction” of any Person shall mean any transaction (including an agreement
with respect thereto) now existing or hereafter entered into between such Person that is a rate
swap, basis swap, forward rate transaction, commodity swap, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collateral transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of these transactions) or any
combination thereof, whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures.



     “Increased Facility Closing Date” has the meaning specified in Section 2.8(a).



     “Indebtedness” of any Person shall mean, without duplication, (a) obligations of such
Person for borrowed money, (b) obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (c) Maximum Loss Exposure, (d) non-contingent obligations under any
MOSA, (e) obligations of such Person in respect of the deferred purchase price of property or
services (other than accounts payables incurred in the ordinary course of business), (f)
obligations of such Person under any conditional sale or other title retention agreement(s)
relating to property acquired by such Person, (g) capitalized amount of all obligations of such
Person, as lessee, under Capital Leases, (h) obligations, contingent or otherwise, of such Person
in respect of letters of credit (whether or not drawn), acceptances or similar extensions of
credit, (i) Guarantees by such Person of the type of indebtedness described in clauses (a) through
(e) above, (j) indebtedness of a third party secured by any lien on property owned by such Person,
whether or not such indebtedness has been assumed by such Person, (k) obligations of such Person,
contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any common
stock of such Person, and (l) Operating Lease Value of operating leases.



     “Indemnified Taxes” shall mean Taxes other than Excluded Taxes.



     “Intercreditor Agreement” shall mean that certain Intercreditor Agreement, dated as of
September 23, 2003, hereof, by and among the Collateral Agent, the Lenders, the lender providing
the Pari Passu Credit Facility, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, Citizens Bank
of Pennsylvania and the Borrower.



     “Interest Period” shall mean with respect to any Eurocurrency Borrowing, a period of
one, two, three or six months; provided that:



     (a) the initial Interest Period for such Borrowing shall commence on the date of such
Borrowing (including the date of any conversion from a Borrowing of another Type), and each
Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on
which the next preceding Interest Period expires;



     (b) if any Interest Period would otherwise end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day, unless such Business Day
falls in



17









 




another calendar month, in which case such Interest Period would end on the next preceding
Business Day;




     (c) any Interest Period which begins on the last Business Day of a calendar month, or on a day
for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period, shall end on the last Business Day of the relevant calendar month at the end of
such Interest Period; and



     (d) no Interest Period may extend beyond the Revolving Commitment Termination Date.



     “Inventory” shall mean, for any Person, all “inventory” (as defined in the UCC) now or
hereafter owned or acquired by such Person or in which such Person now or hereafter has or acquires
any rights, wherever located, and, in any event, shall mean and include equipment, machinery,
inventory, merchandise, goods and other personal property which are held by or on behalf of such
Person for sale or lease or are furnished or are to be furnished under a contract of service, or
which constitute raw materials, work in process, or materials used or consumed or to be used or
consumed in such Person’s business or in the processing, production, packaging, promotion, delivery
or shipping of the same, including other supplies.



     “Investment Control Agreement” shall mean an agreement among a Loan Party, the
Collateral Agent and (a) the issuer of uncertificated securities with respect to uncertificated
securities in the name of any Loan Party that are not held in a securities account in the name of
any Loan Party, (b) a securities intermediary with respect to securities, whether certificated or
uncertificated, securities entitlements and other financial assets held in a securities account in
the name of any Loan Party, or (c) a futures commission merchant or clearing house, as applicable,
with respect to commodity accounts and commodity contracts held by any Loan Party, in the form of
Exhibit F attached hereto or otherwise in form and substance reasonably acceptable to the
Collateral Agent.



     “Investments” shall have the meaning assigned to such term in Section 7.4.



     “Issuing Bank” shall mean SunTrust Bank in its capacity as the issuer of Letters of
Credit pursuant to Section 2.22.



     “JLG International” shall mean JLG International LLC, a Pennsylvania limited liability
company.



     “LC Commitment” shall mean that portion of the Aggregate Revolving Commitment Amount
that may be used by the Borrower for the issuance of Letters of Credit, the aggregate LC Exposure
of which shall not exceed $25,000,000.



     “LC Disbursement” shall mean a payment made by the Issuing Bank to a beneficiary
pursuant to a Letter of Credit.



     “LC Documents” shall mean the Letters of Credit and all applications, agreements and
instruments relating to the Letters of Credit.



     “LC Exposure” shall mean, at any time, the sum of (a) the aggregate undrawn amount of
all outstanding Letters of Credit denominated in U.S. Dollars at such time, plus (b) the Dollar
Equivalent of the aggregate undrawn amount of all outstanding Alternate Currency Letters of Credit,
plus (c) the aggregate amount of all LC Disbursements (including the Dollar Equivalent of any LC
Disbursements with respect to Alternate Currency Letters of Credit) that have not been reimbursed
by or on behalf of the



18









 




Borrower at such time. The LC Exposure of any Lender shall be its Pro Rata Share of the total
LC Exposure at such time.




     “Lenders” shall have the meaning assigned to such term in the opening paragraph of
this Agreement and shall include, where appropriate, the Swingline Lender.



     “Letter of Credit” shall mean any Existing Letter of Credit and any stand-by or
documentary letter of credit issued pursuant to Section 2.22 by the Issuing Bank for the
account of the Borrower.



     “Letter of Credit Fee” shall have the meaning assigned to such term in Section
2.14(c).



     “LIBOR” shall mean, for any Interest Period, with respect to any Currency, the British
Bankers’ Association Interest Settlement Rate per annum for deposits in such Currency for a period
equal to such Interest Period appearing on the display designated as Page 3750 on the Dow Jones
Markets Service (or such other page on that service or such other service designated by the British
Bankers’ Association for the display of such Association’s Interest Settlement Rates for Dollar
deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the
first day of such Interest Period or if such Page 3750 is unavailable for any reason at such time,
the rate which appears on the Reuters Screen ISDA Page as of such date and such time;
provided that, if the Administrative Agent determines that the relevant foregoing sources
are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined
by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100th
of 1%) of the rates per annum at which deposits in such Currency are offered to the Administrative
Agent two Business Days preceding the first day of such Interest Period by leading banks in the
London interbank market as of 10:00 a.m. for delivery on the first day of such Interest Period, for
the number of days comprised therein and in an amount comparable to the amount of the Eurocurrency
Loan of the Administrative Agent.



     “Lien” shall mean any mortgage, pledge, security interest, lien (statutory or
otherwise), encumbrance, hypothecation, assignment for security, or other arrangement (including
any conditional sale or other title retention agreement and any capital lease) having substantially
the same practical effect as any of the foregoing.



     “Limited Recourse Financing Documents” shall mean (i) that certain Program Agreement,
dated as of September 18, 2003, by and between Borrower and General Electric Capital Corporation
(the “GECC Financing Agreement”), (ii) that certain Program Agreement in substantially the
form provided by Borrower to the Administrative Agent, to be entered into by and between JLG Europe
B.V. and GE European Equipment Finance Limited, and (iii) any other agreements entered into from
time to time between Borrower and/or any of its Subsidiaries and third party financing providers
evidencing financing programs sponsored by Borrower for the benefit of its customers, which
agreements shall be in form and substance reasonably satisfactory to the Administrative Agent.



     “Limited Recourse Financing Transaction” shall mean any transaction or a series of
transactions entered into by the Borrower or a Subsidiary pursuant to the Limited Recourse
Financing Documents.



     “Liquidation Currency” shall have the meaning assigned to such term in Section
2.24(c).



     “Loan Documents” shall mean, collectively, this Agreement, the Notes (if any), the LC
Documents, the Subsidiary Guaranty Agreement, the Intercreditor Agreement, the Collateral
Documents, all Notices of Borrowing, all Notices of Conversion/Continuation, all Borrowing Base
Certificates, all Compliance Certificates, the Fee Letter, all other instruments, agreements,
documents and writings



19









 




delivered to the Administrative Agent or Collateral Agent pursuant to Section 3.1
hereof, all amendments, waiver and modifications of the foregoing, and all instruments, agreements,
documents and writings delivered in connection with any amendments, waivers, or modifications of
the foregoing.




     “Loan Parties” shall mean the Borrower and the Subsidiary Loan Parties.



     “Loans” shall mean all Revolving Loans and Swingline Loans, in the aggregate or any of
them, as the context shall require.



     “Master Agreement” shall mean any agreement substantially in the form of the Master
Agreement (Multicurrency-Cross Border) published by the International Swaps and Derivatives
Association, Inc, together with all schedules and credit support annexes thereto.



     “Material Adverse Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any litigation, arbitration,
or governmental investigation or proceeding), whether singularly or in conjunction with any other
event or events, act or acts, condition or conditions, occurrence or occurrences whether or not
related, that results in a material adverse change in, or a material adverse effect on, (a) the
business, results of operations, financial condition, assets, liabilities or prospects of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform any
of their respective obligations under the Loan Documents that are material to the rights or
interests of the Lenders, (c) the rights and remedies of the Administrative Agent, the Collateral
Agent, the Issuing Bank, Swingline Lender and the Lenders under any of the Loan Documents, or (d)
the legality, validity or enforceability of any of the Loan Documents.



     “Material Domestic Subsidiaries” shall mean all Domestic Subsidiaries, other than (i)
Monetization Subsidiaries and (ii) those Domestic Subsidiaries that in the aggregate (a) have total
assets less than five percent (5%) of the total assets of the Borrower and its Consolidated
Subsidiaries measured on a consolidated basis in accordance with GAAP as of the last day of the
most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to
Section 5.1(a) or (b), or (b) have Consolidated EBITDA that is less than five
percent (5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured
on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the
last day of the Fiscal Quarter for which the most recent financial statements required under
Section 5.1(a) or (b) have been delivered, but in any event including each Domestic
Subsidiary (other than any Monetization Subsidiary) that has total assets or Consolidated EBITDA in
an amount that equals or exceeds (x) two and one-half percent (2.5%) of the total assets of the
Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP
as of the last day of the most recently ended Fiscal Quarter for which financial statements have
been delivered pursuant to Section 5.1(a) or (b), or (y) two and one-half percent
(2.5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured on a
consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the last
day of the Fiscal Quarter for which the most recent financial statements required under Section
5.1(a) or (b) have been delivered.



     “Material First-Tier Foreign Subsidiaries” shall mean all First-Tier Foreign
Subsidiaries other than (i) Monetization Subsidiaries and (ii) those First-Tier Foreign
Subsidiaries that in the aggregate (a) have total assets less than five percent (5%) of the total
assets of the Borrower and its Consolidated Subsidiaries measured on a consolidated basis in
accordance with GAAP as of the last day of the most recently ended Fiscal Quarter for which
financial statements have been delivered pursuant to Section 5.1(a) or (b), or (b)
have Consolidated EBITDA that is less than five percent (5%) of the Consolidated EBITDA of the
Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP
for the four Fiscal Quarter period ending on the last day of the Fiscal



20









 




Quarter for which the most recent financial statements required under Section 5.1(a)
or (b) have been delivered, but in any event including each Foreign Subsidiary that has
total assets or Consolidated EBITDA in an amount that equals or exceeds (x) two and one-half
percent (2.5%) of the total assets of the Borrower and its Consolidated Subsidiaries measured on a
consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial
statements have been delivered pursuant to Section 5.1(a) or (b), or (y) two and
one-half percent (2.5%) of the Consolidated EBITDA of the Borrower and its Consolidated
Subsidiaries measured on a consolidated basis in accordance with GAAP for the four Fiscal Quarter
period ending on the last day of the Fiscal Quarter for which the most recent financial statements
required under Section 5.1(a) or (b) have been delivered.




     “Material Foreign Indebtedness Cure Period” shall have the meaning assigned to such
term in Section 8.1(g).



     “Material Foreign Subsidiaries” shall mean all Foreign Subsidiaries other than (i)
Monetization Subsidiaries and (ii) those Foreign Subsidiaries that in the aggregate (a) have total
assets less than five percent (5%) of the total assets of the Borrower and its Consolidated
Subsidiaries measured on a consolidated basis in accordance with GAAP as of the last day of the
most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to
Section 5.1(a) or (b), or (b) have Consolidated EBITDA that is less than five
percent (5%) of the Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries measured
on a consolidated basis in accordance with GAAP for the four Fiscal Quarter period ending on the
last day of the Fiscal Quarter for which the most recent financial statements required under
Section 5.1(a) or (b) have been delivered, but in any event including each
First-Tier Foreign Subsidiary that has total assets or Consolidated EBITDA in an amount that equals
or exceeds (x) two and one-half percent (2.5%) of the total assets of the Borrower and its
Consolidated Subsidiaries measured on a consolidated basis as of the last day of the most recently
ended Fiscal Quarter for which financial statements have been delivered pursuant to Section
5.1(a) or (b), or (y) two and one-half percent (2.5%) of the Consolidated EBITDA of the
Borrower and its Consolidated Subsidiaries measured on a consolidated basis in accordance with GAAP
for the four Fiscal Quarter period ending on the last day of the Fiscal Quarter for which the most
recent financial statements required under Section 5.1(a) or (b) have been
delivered.



     “Material Indebtedness” shall mean (i) Indebtedness (other than Revolving Credit
Exposure) of any one or all of the Loan Parties and their Subsidiaries, individually or in an
aggregate principal amount exceeding $10,000,000, (ii) Indebtedness under the Pari Passu Credit
Facility, (iii) Hedging Obligations in an amount exceeding $10,000,000, and (iv) whether or not
exceeding $10,000,000, Hedging Obligations under the Citizens Interest Rate Hedge Agreement and the
Tokyo Interest Rate Hedge Agreement. For purposes of determining the amount of attributed
Indebtedness from Hedging Obligations, the “amount” of any Hedging Obligations at any time shall be
the Net Mark-to-Market Exposure of such Hedging Obligations.



     “Maximum Loss Exposure” shall mean, as of any date, the estimated maximum amount of
contractual loss that the Borrower or any of its Subsidiaries may incur under Monetization
Transactions or securitization transactions as a result of payment defaults by obligors with
respect to assets either monetized or securitized, as determined by the Borrower in good faith.



     “Monetization Assets” shall mean (i) accounts receivable, Customer Financings,
instruments, chattel paper, obligations, general intangibles and other similar assets, in each case
relating to Inventory or services of the Borrower and its Subsidiaries, (ii) equipment and
equipment residuals relating to any of the foregoing, (iii) related contractual rights, guarantees,
letters of credits, Liens, insurance proceeds, collections and other related assets and (iv)
proceeds of all of the foregoing.



21









 





     “Monetization Subsidiary” shall mean a direct or indirect Subsidiary formed in
connection with a Monetization Transaction.



     “Monetization Transaction” shall mean (i) any transaction or series of transactions
pursuant to which the Borrower or any of its Subsidiaries sells, conveys, assigns, pledges or
otherwise transfers for value any Monetization Assets to any Monetization Subsidiary or to any
other Person that is not an Affiliate of the Borrower, or creates a Lien in Monetization Assets in
favor of any Monetization Subsidiary or any other Person that is not an Affiliate of the Borrower
to secure Indebtedness incurred in connection with such Monetization Transaction and (ii) any
Limited Recourse Financing Transaction.



     “Moody’s” shall mean Moody’s Investors Service, Inc.



     “MOSA” shall mean a mandate-of-sale agreement, remarketing agreement, cooperation
agreement, deed of undertaking, guaranty or similar agreement or instrument entered into by the
Borrower or any of its Subsidiaries as a credit enhancement of financing obtained by customers of
the Borrower or any of its Subsidiaries to finance the acquisition by such customers of equipment
manufactured by the Borrower or any of its Subsidiaries; provided, that “MOSA” shall not
include any Limited Recourse Financing Transaction.



     “Multiemployer Plan” shall have the meaning assigned to such term in Section
4001(a)(3) of ERISA.



     “National Currency Unit” shall mean the unit of currency (other than a Euro Unit) of a
participating member state.



     “Net Cash Proceeds” shall mean the excess, if any, of (i) the aggregate amount
received in cash (including any cash received by way of deferred payment pursuant to a note
receivable or otherwise, but only as and when such cash is so received) in connection with any
Asset Sale or issuance of equity securities, over (ii) the sum of (A) reasonable out-of-pocket
expenses and fees incurred with respect to legal, investment banking, brokerage, advisor and
accounting and other professional fees, sales commissions and disbursements and all reasonable
fees, expenses and charges, in each case actually incurred in connection with such Asset Sale or
issuance of equity securities and paid to non-Affiliates, (B) all income, transfer or other taxes
payable in connection with such Asset Sale or issuance of equity securities, whether actually paid
or estimated by the Borrower to be payable in connection with such Asset Sale or issuance of equity
securities, (C) the amount of any Indebtedness which is secured by any such asset or which is
required to be, and is, repaid in connection with such Asset Sale (other than Indebtedness
hereunder) and (D) reserves required to be established in accordance with GAAP or the definitive
agreements relating to such Asset Sale with respect to such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification obligations.



     “Net Mark-to-Market Exposure” of any Person shall mean, as of any date of
determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses
over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized
losses” shall mean the fair market value of the cost to such Person of replacing the Hedging
Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the
Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair
market value of the gain to such Person of replacing such Hedging Transaction as of the date of
determination (assuming such Hedging Transaction were to be terminated as of that date).



22









 





     “New Lender” has the meaning specified in Section 2.8(a).



     “New Lender Supplement” has the meaning specified in Section 2.8(a).



     “Non-Consenting Lender” shall have the meaning assigned to such term in Section
2.23(c).



     “Notes” shall mean, collectively, the Revolving Credit Notes and the Swingline Note.



     “Notices of Borrowing” shall mean, collectively, the Notices of Revolving Borrowing
and the Notices of Swingline Loan.



     “Notice of Conversion/Continuation” shall mean the notice given by the Borrower to the
Administrative Agent in respect of the conversion or continuation of an outstanding Borrowing as
provided in Section 2.7(b).



     “Notice of Revolving Borrowing” shall have the meaning assigned to such term in
Section 2.3.



     “Notice of Swingline Loan” shall have the meaning assigned to such term in Section
2.5.



     “Obligations” shall mean all amounts owing by the Borrower to the Administrative
Agent, the Issuing Bank or any Lender (including the Swingline Lender) pursuant to or in connection
with this Agreement or any other Loan Document, including without limitation, all principal,
interest (including any interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in such proceeding), all
reimbursement obligations, fees, expenses, indemnification and reimbursement payments, costs and
expenses (including all reasonable, out-of-pocket fees and expenses of counsel to the
Administrative Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder,
together with all extensions, modifications, renewals, refinancings and replacements thereof.



     “Operating Lease Value” shall mean, as of any date, the amount of all scheduled
payments in the nature of rent required to be made by the Borrower or any of its Subsidiaries, as
lessee, under the terms of all operating leases during the remaining fixed term thereof, discounted
to present value using a discount rate of 10%.



     “OSHA” shall mean the Occupational Safety and Health Act of 1970, as amended from time
to time, and any successor statute.



     “Other Taxes” shall mean any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.



     “Pari Passu Credit Facility” shall mean, collectively, one or more revolving credit
facilities provided to the Borrower in connection with cash management services by one or more
financial institution reasonably acceptable to the Collateral Agent; provided that each
such credit facility is with an institution that has entered into a Bank Account Control Agreement;
provided, further, that the aggregate amount of all such credit facilities does not
exceed $25,000,000.



23









 





     “Participant” shall have the meaning assigned to such term in Section 10.4(d).



     “Participating Member State” shall mean each state so described in any EMU
Legislation.



     “Patent” shall have the meaning assigned to such term in the Security Agreement.



     “Patent Security Agreements” shall mean, collectively, the Grant of Security Interest
in Patent Rights Agreements, dated as of September 23, 2003, executed by the Loan Parties owning
Patents or licenses of Patents in favor of the Collateral Agent, on behalf of itself and the
Lenders, the lender under the Pari Passu Credit Facility, Citizens Bank of Pennsylvania, The Bank
of Tokyo-Mitsubishi, Ltd., New York Branch and any counterparties to Hedging Transactions that are
entered into to replace or refinance either the Tokyo Interest Rate Hedge Agreement or the Citizens
Interest Rate Hedge Agreement.



     “Patriot Act” shall have the meaning assigned to such term in Section 10.14.



     “Payment Office” shall mean the office of the Administrative Agent located at 303
Peachtree Street, N.E., Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrower and the other Lenders.



     “PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in
ERISA, and any successor entity performing similar functions.



     “Perfection Certificate” shall have the meaning assigned to such term in the Security
Agreement.



     “Permitted Bond Payment” shall mean a Bond Payment, immediately prior to which, and
after giving effect thereto, the Borrowing Availability Percentage is at least forty percent (40%).



     “Permitted Encumbrances” shall mean:



     (a) Liens imposed by law for taxes, assessments and other governmental charges not yet due or
as to which the period of grace related thereto, if any, has not expired or which are being
contested in good faith by appropriate proceedings and with respect to which adequate reserves are
being maintained in accordance with GAAP;



     (b) Liens of landlords or mortgagees of landlords, carriers, warehousemen, processors,
mechanics, materialmen, customs brokers, broker/dealers and similar Liens arising by operation of
law or pursuant to the terms of real property leases or other contracts in the ordinary course of
business for amounts not yet due or not overdue for a period of more than thirty (30) days (or any
longer grace period available under the terms of the applicable underlying obligation) or which are
being contested in good faith by appropriate proceedings and with respect to which reserves are
being maintained to the extent required in accordance with GAAP;



     (c) pledges and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or regulations;



     (d) deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, and
statutory or contractual bankers’ liens or monies held in bank accounts, in each case in the
ordinary course of business;



24









 





     (e) judgment and attachment Liens not giving rise to an Event of Default or Liens created by
or existing from any litigation or legal proceeding that are currently being contested in good
faith by appropriate proceedings and with respect to which reserves are being maintained to the
extent required in accordance with GAAP; and



     (f) minor imperfections in title to real property and easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business that do not secure any monetary obligations and do not materially detract from
the value of any property that is material to, or materially interfere with the ordinary conduct of
business of the Borrower and its Subsidiaries, taken as a whole;



     provided, that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness for borrowed money.



     “Permitted Investments” shall mean:



     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United States), in each case maturing
within one year from the date of acquisition thereof;



     (b) commercial paper having the highest rating, at the time of acquisition thereof, of S&P or
Moody’s and in either case maturing within six months from the date of acquisition thereof;



     (c) certificates of deposit, bankers’ acceptances and time deposits maturing within one
hundred eighty (180) days of the date of acquisition thereof issued or guaranteed by or placed
with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States or any state thereof which has a combined
capital and surplus and undivided profits of not less than $500,000,000;



     (d) repurchase agreements that are secured by collateral having a value of at least 102% of
such repurchase agreement, where such collateral (i) is held by a third party custodian, (ii) has a
term of not more than thirty (30) days for securities described in clause (a) above and (ii) is
entered into with a financial institution satisfying the criteria described in clause (c) above;



     (e) corporate debt instruments maturing within 180 days and having a rating of at least A by
S&P or A2 by Moody’s; and



     (f) mutual funds investing solely in any one or more of the Permitted Investments described in
clauses (a) through (e) above.



     “Permitted Hedging Transactions” shall have the meaning assigned to such term in
Section 7.2.



     “Permitted MOSAs” shall mean MOSAs up to $150,000,000.



     “Person” shall mean any individual, partnership, firm, corporation, S-corporation,
association, joint venture, limited liability company, trust or other entity, or any Governmental
Authority.



     “Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in



25









 




respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




     “Pledge Agreements” shall mean, collectively, the Domestic Pledge Agreement, the
Cayman Pledge Agreement and all other pledge agreements, share charges and similar instruments
executed by a Loan Party in connection with the Existing Credit Agreement.



     “Pro Rata Share” shall mean with respect to any Revolving Commitment of any Lender at
any time, as well as with respect to a Lender’s portion of any Revolving Loans, Revolving
Borrowings, Letters of Credit, the Borrowing Limit and payments related to the foregoing under the
Revolving Commitments, a percentage, the numerator of which shall be such Lender’s Revolving
Commitment (or if the Revolving Commitments have been terminated or expired or the Loans have been
declared to be due and payable, such Lender’s Revolving Credit Exposure), and the denominator of
which shall be the sum of all Revolving Commitments of all Lenders (or if the Revolving Commitments
have been terminated or expired or the Loans have been declared to be due and payable, the
Revolving Credit Exposure of all Lenders).



     “Received Currency” shall have the meaning assigned to such term in Section
2.24(c).



     “Redenominate” means the conversion of each Alternate Currency Loan from one Alternate
Currency into Dollars or another Alternate Currency.



     “Refinancing” shall mean the repayment in full by Borrower of its obligations under
the Existing Credit Agreement on the Closing Date.



     “Regulation D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System, as the same may be in effect from time to time, and any successor regulations.



     “Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.



     “Release” shall mean any release, spill, emission, leaking, dumping, injection,
pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment
(including ambient air, surface water, groundwater, land surface or subsurface strata) or within
any building, structure, facility or fixture.



     “Required Lenders” shall mean, at any time, Lenders holding at least 50.1% of the
aggregate outstanding Commitments at such time or if no Commitments are outstanding, then Lenders
holding at least 50.1% of the Revolving Credit Exposure of all Lenders.



     “Requirement of Law” for any Person shall mean the articles or certificate of
incorporation, bylaws, partnership certificate and agreement, or limited liability company
certificate of organization and agreement, as the case may be, and other organizational and
governing documents of such Person, and any law, treaty, rule or regulation, or determination of a
Governmental Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.



     “Reset Date” shall have the meaning assigned to such term in Section
2.24(e)(i).



26









 





     “Responsible Officer” shall mean any of the president, the chief executive officer,
the chief operating officer, the chief financial officer, the treasurer or a vice president of the
Borrower or such other representative of the Borrower as may be designated in writing by any one of
the foregoing with the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed); and, with respect to the Compliance Certificate only, the chief financial
officer of the Borrower.



     “Restricted Payment” shall have the meaning assigned to such term in Section
7.5.



     “Revolving Commitment” shall mean, with respect to each Lender, the obligation of such
Lender to make Revolving Loans to the Borrower and to participate in Letters of Credit and
Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to
such Lender on Annex I, or in the case of a Person becoming a Lender after the Closing Date
through an assignment of an existing Revolving Commitment or as a New Lender pursuant to a New
Lender Supplement, the amount of the “Revolving Commitment” as provided in the Assignment and
Acceptance or New Lender Supplement, as applicable, executed by such Person, as the same may be
increased or deceased pursuant to terms hereof.



     “Revolving Commitment Termination Date” shall mean the earliest of (a) the fifth
anniversary of the date hereof, as such date may be extended pursuant to Section 2.23, (b)
the date on which the Revolving Commitments are terminated pursuant to Section 2.8 and (c)
the date on which all amounts outstanding under this Agreement have been declared or have
automatically become due and payable (whether by acceleration or otherwise).



     “Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the
sum of (a) the Dollar Equivalent of the outstanding principal amount of such Lender’s Revolving
Loans, (b) the LC Exposure and (c) the Swingline Exposure at such time.



     “Revolving Credit Note” shall mean an amended and restated promissory note of the
Borrower payable to the order of a Lender in the principal amount of such Lender’s Revolving
Commitment, in substantially the form of Exhibit A.



     “Revolving Loan” shall mean a loan made by a Lender (other than the Swingline Lender)
to the Borrower under its Revolving Commitment, which may either be a Base Rate Loan or a
Eurocurrency Loan, and which shall include Alternate Currency Loans.



     “Security Agreement” shall mean that certain Security Agreement, dated as of September
23, 2003, executed by the Loan Parties in favor of the Collateral Agent for the benefit of the
Lenders, the lender providing the Pari Passu Credit Facility, Citizens Bank of Pennsylvania, The
Bank of Tokyo-Mitsubishi, Ltd., New York Branch and any counterparties to Hedging Transactions that
are entered into to replace or refinance either the Tokyo Interest Rate Hedge Agreement or the
Citizens Interest Rate Hedge Agreement, as amended by Amendment No. 1 to the Security Agreement
dated as of November 30, 2005 by and among the Borrower, the Subsidiaries of the Borrower
signatories thereto and the Collateral Agent, and each other security agreement executed from time
to time in connection herewith.



     “S&P” shall mean Standard & Poor’s, a Division of the McGraw-Hill Companies.



     “Senior Subordinated Notes” shall mean those certain 8 3/8% JLG Industries, Inc.
Senior Subordinated Notes due 2012.



     “Senior Unsecured Notes” shall mean those certain 81/4% JLG Industries, Inc. Senior
Unsecured Notes due in 2008.



27









 





     “Subordinated Debt” shall mean (a) the Senior Subordinated Notes and (b) any
Indebtedness of the Borrower or any Subsidiary (i) that is expressly subordinated to Obligations on
terms reasonably satisfactory to the Administrative Agent and the Required Lenders, and (ii) that
is evidenced by an indenture or other similar agreement in form and substance reasonably
satisfactory to the Administrative Agent.



     “Subordinated Debt Documents” shall mean any indenture, agreement or similar
instrument governing any Subordinated Debt.



     “Subsidiary” shall mean, with respect to any Person (the “parent”), any
corporation, partnership, joint venture, limited liability company, association or other entity the
accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such
date, as well as any other corporation, partnership, joint venture, limited liability company,
association or other entity of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a
partnership, more than 50% of the general partnership interests are, as of such date, owned,
controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one
or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary”
hereunder shall mean a Subsidiary of the Borrower.



     “Subsidiary Guaranty Agreement” shall mean the Subsidiary Guaranty Agreement, dated as
of September 23, 2003, made by the Subsidiary Loan Parties in favor of the Collateral Agent for the
benefit of the Lenders.



     “Subsidiary Guaranty Supplement” shall mean each supplement substantially in the form
of Annex I to the Subsidiary Guaranty Agreement executed and delivered by a Material Domestic
Subsidiary of the Borrower after the Closing Date.



     “Subsidiary Loan Party” shall mean any Subsidiary that guarantees the Obligations from
time to time.



     “Supermajority Required Lenders” shall mean, at any time, Lenders, including the
Administrative Agent, holding at least 66 2/3% of the aggregate outstanding Commitments at such
time or if no Commitments are outstanding, then Lenders, including the Administrative Agent,
holding at least 66 2/3% of the Revolving Credit Exposure of all Lenders.



     “Swap Termination Value” shall mean (a) for the Citizens Interest Rate Hedge
Agreement, on any date of determination, an amount reasonably determined by the Administrative
Agent equal to the amount, if any, that would be payable by Borrower or any of its Subsidiaries to
its counterparty in accordance with the terms of such agreement, as if (i) the Citizens Interest
Rate Hedge Agreement was being terminated early on such date of determination as a result of an
“Event of Default” (as defined therein), and (ii) the Administrative Agent was the party
determining such payment amount (with the Administrative Agent making such determination pursuant
to the provisions of the applicable Master Agreement); and (b) for the Tokyo Interest Rate Hedge
Agreement, on any date of determination, an amount reasonably determined by the Administrative
Agent equal to the amount, if any, that would be payable by Borrower or any of its Subsidiaries to
its counterparty in accordance with the terms of such agreement, as if (i) the Tokyo Interest Rate
Hedge Agreement was being terminated early on such date of determination as a result of an “Event
of Default” (as defined therein), and (ii) the Administrative Agent was the party determining such
payment amount (with the Administrative Agent making such determination pursuant to the provisions
of the applicable Master Agreement).



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     “Swingline Commitment” shall mean the commitment of the Swingline Lender to make
Swingline Loans in an aggregate principal amount at any time outstanding not to exceed $25,000,000.



     “Swingline Exposure” shall mean, with respect to each Lender, without duplication, the
principal amount of the Swingline Loans in respect of which such Lender is legally obligated either
to make a Base Rate Loan or to purchase a participation in accordance with Section 2.5,
which shall equal such Lender’s Pro Rata Share of all outstanding Swingline Loans.



     “Swingline Lender” shall mean SunTrust Bank.



     “Swingline Loan” shall mean a loan made to the Borrower by the Swingline Lender under
the Swingline Commitment.



     “Swingline Note” shall mean the amended and restated promissory note of the Borrower
payable to the order of the Swingline Lender in the principal amount of the Swingline Commitment,
substantially the form of Exhibit B.



     “Swingline Rate” shall mean the rate as offered by the Administrative Agent and
accepted by the Borrower.



     “Synthetic Lease” means (a) a lease transaction under which the parties intend that
(i) the lease will be treated as an “operating lease” by the lessee pursuant to Statement of
Financial Accounting Standards No. 13, as amended and (ii) the lessee will be entitled to various
tax and other benefits ordinarily available to owners (as opposed to lessees) of like property; or
(b) those leases identified on Schedule III hereto.



     “Taxes” shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.



     “Tokyo Interest Rate Hedge Agreement” shall mean that certain ISDA Master Agreement
(including the Schedule thereto), dated as of July 14, 2003, pursuant to which the Borrower,
certain of its Subsidiaries and The Bank of Tokyo-Mitsubishi, Ltd., New York Branch entered into a
Transaction (as such term is defined in the Tokyo Interest Rate Hedge Agreement) on July 14, 2003,
in the notional amount of $62,500,000 under the terms and conditions specified in the Tokyo Swap
Transaction, as amended, restated, supplemented or otherwise modified from time to time.



     “Tokyo Swap Transaction” shall mean that certain Confirmation (as such term is defined
in the Tokyo Interest Rate Hedge Agreement) related to the Tokyo Interest Rate Hedge Agreement, as
amended, restated, supplemented or modified from time to time; provided that at no time
shall the notional amount be in excess of $62,500,000.



     “Trademark” shall have the meaning assigned to such term in the Security Agreement.



     “Trademark Security Agreements” shall mean, collectively, the Grant of Security
Interest in Trademark Rights Agreements, dated as of September 23, 2003, executed by the Loan
Parties owning Trademarks or licenses of Trademarks in favor of the Collateral Agent, on behalf of
itself and the Lenders, the lender under the Pari Passu Credit Facility, Citizens Bank of
Pennsylvania, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and any counterparties to Hedging
Transactions that are entered into to replace or refinance either the Tokyo Interest Rate Hedge
Agreement or the Citizens Interest Rate Hedge Agreement.



29









 





     “Treaty on European Union” shall mean 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 into force on November 1, 1993), as amended from time to time.



     “Type”, when used in reference to a Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Base Rate.



     “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York.



     “Uniform Customs” shall have the meaning assigned to such term in Section
2.22(a).



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



          Section 1.2. Classifications of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Class (e.g. a “Revolving Loan”) or by Type (e.g. a
“Eurocurrency Loan” or “Base Rate Loan”) or by Class and Type (e.g. “Revolving Eurocurrency Loan”).
Borrowings also may be classified and referred to by Class (e.g. “Revolving Borrowing”) or by Type
(e.g. “Eurocurrency Borrowing”) or by Class and Type (e.g. “ Revolving Eurocurrency Borrowing”).




          Section 1.3. Accounting Terms and Determination. Unless otherwise defined or specified
herein, all accounting terms used herein shall be interpreted, all accounting determinations
hereunder shall be made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent
with the most recent audited consolidated financial statement of the Borrower delivered pursuant to
Section 5.1(a); provided that if the Borrower notifies the Administrative Agent
that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change
in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s
compliance with such covenant shall be determined on the basis of GAAP in effect immediately before
the relevant change in GAAP became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.




          Section 1.4. Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. In the
computation of periods of time from a specified date to a later specified date, the word “from”
means “from and including” and the word “to” means “to but excluding”. Unless the context requires
otherwise (i) any definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document as it was
originally executed or as it may from time to time be amended, restated, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns but shall not be deemed to include the Subsidiaries of such Person
unless express reference is made to such Subsidiaries, (iii) the words “hereof”, “herein” and
“hereunder” and words of similar import shall be construed to refer to this

30









 








Agreement as a whole and not to any particular provision hereof, (iv) all references to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections,
Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be
construed to refer to the time in the city and state of the Administrative Agent’s principal
office, unless otherwise indicated. Unless otherwise specified, all references herein to times of
day shall be references to New York, New York time. Unless otherwise specified, all terms defined
under the UCC shall have the meanings assigned thereunder for purposes of the Loan Documents.




ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENTS




          Section 2.1. General Description of Facilities. Subject to and upon the terms and conditions
herein set forth, (i) the Lenders hereby establish in favor of the Borrower a revolving credit
facility pursuant to which each Lender severally agrees (to the extent of such Lender’s Revolving
Commitment) to make Revolving Loans to the Borrower in accordance with Section 2.2, (ii)
the Issuing Bank agrees to issue Letters of Credit in accordance with Section 2.22, (iii)
the Swingline Lender agrees to make Swingline Loans in accordance with Section 2.4, and
(iv) each Lender agrees to purchase a participation interest in the Letters of Credit (including,
without limitation, the Existing Letters of Credit) and the Swingline Loans pursuant to the terms
and conditions hereof.




          Section 2.2. Revolving Loans. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make Revolving Loans, ratably in proportion to its Pro Rata Share, to
the Borrower, from time to time during the Availability Period, in an aggregate principal amount
outstanding at any time that will not result in (a) such Lender’s Revolving Credit Exposure
exceeding such Lender’s Pro Rata Share of the Borrowing Limit, or (b) the aggregate Revolving
Credit Exposures of all Lenders exceeding the Borrowing Limit. During the Availability Period, the
Borrower shall be entitled to borrow, prepay and reborrow Revolving Loans in accordance with the
terms and conditions of this Agreement; provided that the Borrower may not borrow or
reborrow should there exist a Default or Event of Default.




          Section 2.3. Procedure for Revolving Borrowings. The Borrower shall give the Administrative
Agent written notice (or telephonic notice promptly confirmed in writing) of each Revolving
Borrowing substantially in the form of Exhibit 2.3 attached hereto (a “Notice of
Revolving Borrowing”) (x) prior to 11:00 a.m. on the requested date of each Base Rate
Borrowing, (y) prior to 11:00 a.m. three (3) Business Days prior to the requested date of each
Eurocurrency Borrowing denominated in Dollars and (z) prior to 11:00 a.m. four (4) Business Days
prior to the requested date of each Eurocurrency Borrowing denominated in Alternate Currencies.
Each Notice of Revolving Borrowing shall be irrevocable (except as permitted by the last sentence
of Section 2.16) and shall specify: (i) the aggregate principal amount of such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving
Loan comprising such Borrowing, (iv) in the case of a Eurocurrency Borrowing, (A) the duration of
the initial Interest Period applicable thereto (subject to the provisions of the definition of
Interest Period), and (B) the Currency applicable thereto and (v) the account of the Borrower to
which the proceeds of the Revolving Loan should be credited. Each Revolving Borrowing shall consist
entirely of Base Rate Loans or Eurocurrency Loans, as the Borrower may request. Each Base Rate
Loan shall be made in Dollars. Each Eurocurrency Loan shall be made in Dollars or an Alternate
Currency, as the Borrower may request. The aggregate principal amount of each Eurocurrency
Borrowing shall be not less than the Eurocurrency Borrowing Minimum, and the aggregate principal
amount of each Base Rate Borrowing shall not be less than $1,000,000 or a larger multiple of
$100,000. At no time shall the total number of Eurocurrency Borrowings outstanding at any time
exceed eight (8). Promptly following the receipt of a Notice of Revolving Borrowing in accordance
herewith, the

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Administrative Agent shall advise each Lender of the details thereof and the amount of such
Lender’s Revolving Loan to be made as part of the requested Revolving Borrowing.




          Section 2.4. Swingline Commitment. Subject to the terms and conditions set forth herein, the
Swingline Lender agrees to make Swingline Loans to the Borrower, from time to time during the
Availability Period, in an aggregate principal amount outstanding at any time not to exceed the
lesser of (i) the Swingline Commitment then in effect, and (ii) the Borrowing Availability. The
Borrower shall be entitled to borrow, repay and reborrow Swingline Loans in accordance with the
terms and conditions of this Agreement.




          Section 2.5. Procedure for Swingline Loans. (a) The Borrower shall give the Administrative
Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan
substantially in the form of Exhibit 2.5 attached hereto (“Notice of Swingline
Loan”) prior to 11:00 a.m. on the requested date of each Swingline Loan. Each Notice of
Swingline Loan shall be irrevocable and shall specify: (i) the principal amount of such Swingline
Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of
the Borrower to which the proceeds of such Swingline Loan should be credited. Each Swingline Loan
shall be made in Dollars. The Administrative Agent will promptly advise the Swingline Lender of
each Notice of Swingline Loan. Each Swingline Loan shall accrue interest at the Swingline Rate for
an interest period as agreed between the Borrower and the Swingline Lender. The Swingline Lender
will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately
available funds at the account specified by the Borrower in the applicable Notice of Swingline Loan
not later than 2:00 p.m. on the requested date of such Swingline Loan; provided,
however, that the Swingline Lender shall not make any Swingline Loan in the period
commencing on the first Business Day after it receives written notice from the Administrative Agent
or any Lender that one or more of the conditions precedent contained in Section 3.2 shall
not on such date be satisfied, and ending when such conditions are satisfied.




          (b) The Swingline Lender, at any time and from time to time in its sole discretion, may, on
behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act
on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the
Lenders to make Base Rate Loans in an amount equal to the unpaid principal amount of any such
Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan available to the
Administrative Agent for the account of the Swingline Lender in accordance with Section
2.6, which will be used solely for the repayment of such Swingline Loan.




          (c) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion
of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then
each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in
such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base
Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall
promptly transfer, in immediately available funds, the amount of its participating interest to the
Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears
interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall become payable on
demand.




          (d) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.5(b) or to
purchase the participating interests pursuant to Section 2.5(c) shall be absolute and
unconditional and shall not be affected by any circumstance, including without limitation (i) any
set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may
have or claim against the Swingline Lender, the Borrower or any other Person for any reason
whatsoever, (ii) the existence of a

32









 








Default or an Event of Default or the termination of any Lender’s Revolving Commitment, (iii)
the existence (or alleged existence) of any event or condition which has had or would reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan
Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is
not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with accrued interest thereon
for each day from the date of demand thereof (i) at the Federal Funds Rate until the second
Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time
as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have
outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of
principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline
Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such
Lender failed to fund pursuant to this Section, until such amount has been purchased in full.




          Section 2.6. Funding of Borrowings.




          (a) Each Lender will make available each Loan to be made by it hereunder on the proposed date
thereof by wire transfer in immediately available funds to the Administrative Agent at the Payment
Office by 2:00 p.m. (Eastern Standard Time) with respect to Base Rate Loans and 11:00 a.m. (Eastern
Standard Time) with respect to Eurocurrency Loans; provided that the Swingline Loans will
be made as set forth in Section 2.5. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts that it receives, in like funds by the
close of business on such proposed date, to an account maintained by the Borrower with the
Administrative Agent or at the Borrower’s option, by effecting a wire transfer of such amounts to
an account designated by the Borrower to the Administrative Agent.




          (b) Unless the Administrative Agent shall have been notified by any Lender within one (1) hour
after the time when the Administrative Agent notifies such Lender of a Borrowing in which such
Lender is to participate that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent on such date, and notwithstanding anything to the
contrary in Section 2.6(a) above, the Administrative Agent, in reliance on such assumption,
may make available to the Borrower on such date a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender on the date of such
Borrowing, the Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender together with interest at the Federal Funds Rate until the second Business
Day after such demand and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall promptly pay such corresponding
amount to the Administrative Agent together with interest at the rate specified for such Borrowing.
Nothing in this subsection shall be deemed to relieve any Lender from its obligation to fund its
Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the Borrower may have
against any Lender as a result of any default by such Lender hereunder.




          (c) All Revolving Borrowings shall be made by the Lenders on the basis of their respective Pro
Rata Shares. No Lender shall be responsible for any default by any other Lender in its obligations
hereunder, and each Lender shall be obligated to make its Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to make its Loans hereunder.




33









 








          Section 2.7. Interest Elections.




          (a) Each Borrowing initially shall be of the Type specified in the applicable Notice of
Borrowing, and in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as
specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such
Borrowing into a different Type or to continue such Borrowing, and in the case of a Eurocurrency
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may
elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding Loans comprising such
Borrowing on the basis of their Pro Rata Shares, and the Loans comprising each such portion shall
be considered a separate Borrowing.




          (b) To make an election pursuant to this Section, the Borrower shall give the Administrative
Agent prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing
substantially in the form of Exhibit 2.7 attached hereto (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the case may be, (x) prior
to 11:00 a.m. on the requested date of a conversion into a Base Rate Borrowing, (y) prior to 11:00
a.m. three (3) Business Days prior to a continuation of or conversion into a Eurocurrency Borrowing
denominated in Dollars and (z) prior to 11:00 a.m. four (4) Business Days prior to the Eurocurrency
Borrowing denominated in Alternate Currencies. Each such Notice of Conversion/Continuation shall
be irrevocable and shall specify (i) the Borrowing to which such Notice of Conversion/Continuation
applies and if different options are being elected with respect to different portions thereof, the
portions thereof that are to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to such Notice of
Conversion/Continuation, which shall be a Business Day; (iii) whether the resulting Borrowing is to
be a Base Rate Borrowing or a Eurocurrency Borrowing; and (iv) if the resulting Borrowing is to be
a Eurocurrency Borrowing, (A) the Interest Period applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of “Interest Period” and (B) the
Currency applicable thereto or Dollars, as the case may be. If any such Notice of
Conversion/Continuation requests a Eurocurrency Borrowing but does not specify an Interest Period
or a Currency, the Borrower shall be deemed to have selected an Interest Period of one month and a
Currency of Dollars. The principal amount of any resulting Borrowing shall satisfy the minimum
borrowing amount for Eurocurrency Borrowings and Base Rate Borrowings set forth in Section
2.3.




          (c) If, on the expiration of any Interest Period in respect of any Eurocurrency Borrowing, the
Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such
Borrowing is repaid as provided herein, the Borrower shall be deemed to have elected to convert
such Borrowing to a Base Rate Borrowing. Upon the occurrence and during the continuation of an
Event of Default, (i) each Eurocurrency Loan will automatically, on the last day of the then
existing Interest Period therefor, convert to a Base Rate Loan, and (ii) the obligation of the
Lenders to fund Loans in Alternate Currencies and to make, continue or convert Loans into
Eurocurrency Loans shall be suspended. No conversion of any Eurocurrency Loans shall be permitted
except on the last day of the Interest Period in respect thereof unless the Borrower delivers the
payments required pursuant to Section 2.19 in connection with such conversion.




          (d) Upon receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s portion of each resulting
Borrowing.




34









 








          Section 2.8. Optional Increase or Reduction of Commitments; Termination.




          (a) Optional Increase of the Commitments.





     (i) Notwithstanding anything herein to the contrary, so long as no Default or
Event of Default has occurred and is continuing, the Borrower and any one or more
Lenders or additional banks, financial institutions or other entities that are
Eligible Assignees (each, a “New Lender”) may, at any time after the
Effective Date and prior to the Termination Date, agree that such Lenders shall
increase the amount of their Commitments or such New Lenders shall provide
additional Commitments. In connection therewith, the Borrower shall deliver to the
Administrative Agent, for entry in the Register, a notice specifying (A) the amount
of such increase, (B) the names of any participating Lenders and New Lenders and
their respective allocations of such increase, and (C) the applicable date such
increase shall become effective (the “Increased Facility Closing Date”).
Notwithstanding the foregoing, (x) the aggregate Commitments may not be increased by
more than the difference between (i) the Aggregate Revolving Commitment Amount on
the Closing Date and (ii) $300,000,000, (y) each increase effected pursuant to this
Section 2.8(a) shall be in an amount of at least $10,000,000 and (z) no more than
two Increased Facility Closing Dates may be selected by the Borrower during the term
of this Agreement. No Lender shall have any obligation to participate in any
increase described in this Section 2.8(a) unless it agrees to do so in its sole
discretion.




     (ii) Any New Lender which, with the consent of the Borrower and the
Administrative Agent, agrees to become a “Lender” under this Agreement in connection
with any transaction described in clause (i) above shall enter into a supplement to
this Agreement (each, a “New Lender Supplement”), substantially in the form
of Exhibit G, whereupon such New Lender shall become a Lender and shall be bound by
and entitled to the benefits of this Agreement as of the date of execution of such
New Lender Supplement.




     (iii) (A) Except as set forth in subsection (B) of this clause (iii), if any
bank, financial institution or other entity becomes a New Lender or any Lender’s
Commitment is increased pursuant to this Section, Loans made on or after the
applicable Increased Facility Closing Date shall be made in accordance with the Pro
Rata Share of each Lender in effect on and after such Increased Facility Closing
Date (except to the extent that any such Loan would result in any Lender making an
aggregate principal amount of Loans in excess of its Commitment, in which case such
excess amount will be allocated to and made by, any New Lenders and Lenders with
increased Commitments pursuant to clause (i) above, in accordance with their Pro
Rata Share).




             (B) Upon any increase in the aggregate amount of the Revolving Commitments
pursuant to this Section 2.8(a) that is not pro rata among all Lenders, (x)
within 5 Business Days, in the case of any Base Rate Loans outstanding on the
Increased Facility Closing Date, and at the end of the then current Interest Period
with respect thereto in the case of any Eurocurrency Loan then outstanding, the
Borrower shall prepay such Loans in their entirety and, to the extent the Borrower
elects to do so and subject to the conditions specified in Article III, the Borrower
shall reborrow such Loans from the Lenders in proportion to their respective
Revolving Commitments after giving effect to such increase, until such time as all
outstanding Revolving Loans are held by the Lenders in such proportion and (y)
effective upon such increase, the amount of the participations



35









 






held by each Lender in each Letter of Credit then outstanding shall be adjusted
such that, after giving effect to such adjustments, the Lenders shall hold
participations in each such Letter of Credit in the proportion its respective
Revolving Commitment bears to the Aggregate Revolving Commitments after giving
effect to such increase.




     (iv) For purposes of this Agreement, including, without limitation, Section
9.01, no consent of any Lender other than a Lender that has agreed to participate in
the increase described in this Section 2.8(a) shall be required in connection with
the transactions under this Section 2.8(a).



          (b) Optional Reduction of Commitments. Upon at least three (3) Business Days’ prior
written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent
(which notice shall be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in
part or terminate the Aggregate Revolving Commitments in whole, without premium or penalty, but
with all amounts required under Section 2.19; provided that (i) any partial
reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each
Lender, (ii) any partial reduction pursuant to this Section 2.8 shall be in an amount of at
least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be
permitted which would reduce the Aggregate Revolving Commitment Amount to an amount less than the
aggregate Revolving Credit Exposure of all Lenders.




          (c) Termination of Commitments. Unless previously terminated, all Revolving
Commitments (including the LC Commitments and the Swingline Commitment) shall terminate on the
Revolving Commitment Termination Date.




          Section 2.9. Repayment of Loans.




          (a) The outstanding principal amount of all Revolving Loans shall be due and payable (together
with accrued and unpaid interest thereon) on the Revolving Commitment Termination Date.




          (b) The principal amount of each Swingline Loan shall be due and payable (together with
accrued and unpaid interest thereon) on the earlier of (i) the last day of the interest period
applicable to such Swingline Loan and (ii) the Revolving Commitment Termination Date.




          Section 2.10. Evidence of Indebtedness. Each Lender shall maintain in accordance with its
usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Lender from time to time under this Agreement. The
Administrative Agent shall maintain appropriate records in which shall be recorded (i) the
Revolving Commitment of each Lender, (ii) the amount of each Loan made hereunder by each Lender,
the Class and Type thereof, the Interest Period and interest rate applicable thereto and the
Currency in which such Loan is denominated, (iii) the date of each continuation thereof pursuant to
Section 2.7, (iv) the date of each conversion of all or a portion thereof to another Type
pursuant to Section 2.7, (v) the date and amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder in respect of such
Loans and (vi) both the date and amount of any sum received by the Administrative Agent hereunder
from the Borrower in respect of the Loans and each Lender’s Pro Rata Share thereof. The entries
made in such records shall be prima facie evidence of the existence and amounts of the Obligations
of the Borrower therein recorded; provided that the failure or delay of any Lender or the
Administrative Agent in maintaining or making entries into any such record or any error

36









 








therein shall not in any manner affect the obligation of the Borrower to repay the Loans (both
principal and unpaid accrued interest) of such Lender in accordance with the terms of this
Agreement




          Section 2.11. Optional Prepayments. The Borrower shall have the right at any time and from
time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing) to the
Administrative Agent no later than (i) in the case of prepayment of any Eurocurrency Borrowing,
11:00 a.m. not less than three (3) Business Days prior to any such prepayment and (ii) in the case
of any prepayment of any Base Rate Borrowing or any Swingline Loans, prior to 11:00 a.m. on the
date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date
of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid.
Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected
Lender of the contents thereof and of such Lender’s Pro Rata Shares of any such prepayment. If
such notice is given, the aggregate amount specified in such notice shall be due and payable on the
date designated in such notice, together with accrued and unpaid interest to such date on the
amount so prepaid in accordance with Section 2.13(d); provided that if a
Eurocurrency Borrowing is prepaid on a date other than the last day of an Interest Period
applicable thereto, the Borrower shall also pay all amounts required pursuant to Section
2.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount
of at least $1,000,000 and integral multiples of $500,000. Each prepayment of a Borrowing shall be
applied ratably to the Loans comprising such Borrowing.




          Section 2.12. Mandatory Prepayments.




          (a) If at any time the Revolving Credit Exposure of all Lenders exceeds the Borrowing Limit,
the Borrower shall promptly repay the Revolving Credit Exposure in an amount equal to such excess,
together with all accrued and unpaid interest on such excess amount and any amounts due under
Section 2.13; provided that, if the Borrower fails to comply with Section
5.1(g) on any Business Day, the Pari Passu Credit Facility shall be deemed to be fully funded
on such Business Day for purposes of this Section 2.12. Each prepayment shall be first
applied to the Swingline Loans, to the full extent thereof, second applied to the Revolving Base
Rate Loans to the full extent thereof, third applied to Revolving Eurocurrency Loans to the full
extent thereof; and fourth held by the Administrative Agent as cash collateral for the outstanding
LC Exposure in accordance with Section 2.22(g); provided that if no Event of
Default has occurred and is continuing, any payments to be applied to Revolving Eurocurrency Loans
shall be held in a segregated cash collateral account at SunTrust Bank, and the Administrative
Agent may apply such cash collateral to repayment of each Revolving Eurocurrency Loan upon the
earlier of (i) the date an Event of Default occurs and is continuing and (ii) the last day of an
Interest Period applicable to such Revolving Eurocurrency Loan. All such payments to the Lenders
pursuant to this Section 2.12(a) in respect of the Loans specified herein shall be made in
accordance with the Lenders’ Pro Rata Shares of such Loans.




          (b) Within three (3) Business Days of the receipt by the Borrower or any of its Subsidiaries
of the Net Cash Proceeds of any Asset Sales in excess of $10,000,000 by the Borrower or such
Subsidiary (excluding Asset Sales permitted in clauses (a) through (d), (f) and (h)(i) of
Section 7.6), the Borrower shall prepay the Loans and the obligations under the Pari Passu
Credit Facility on a pro rata basis based on the outstanding principal amounts under the Pari Passu
Credit Facility and the outstanding principal amount of Loans as of the date that is one Business
Day prior to the payment date in an amount equal to 100% of such Net Cash Proceeds received by the
Borrower or any of its Subsidiaries.




          (c) [Intentionally omitted.]




37









 








          (d) Any prepayments made by the Borrower pursuant to Sections 2.12(b) or (c)
above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable
expenses then due and payable pursuant to any of the Loan Documents; second, to all other
fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to
any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective
Pro Rata Shares of such expenses; third, to interest then due and payable on the Loans made
to the Borrower, pro rata to the Lenders based on their respective Revolving Commitments;
fourth, to the principal balance of the Swingline Loans, until the same shall have been
paid in full, to the Swingline Lender; and fifth, to the principal balance of the Revolving
Loans, until the same shall have been paid in full, pro rata to the Lenders based on their
respective Revolving Commitments. If a Default or Event of Default has occurred and is continuing,
any remaining proceeds shall be applied to provide cash collateral for any outstanding LC Exposure
in the manner and to the extent set forth in Section 2.22(g). The Revolving Commitments of
the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to
clauses fourth and fifth above or the penultimate sentence of Section 2.12(a).




          Section 2.13. Interest on Loans.




          (a) The Borrower shall pay interest on each Base Rate Loan at the Base Rate in effect from
time to time and on each Eurocurrency Loan at the Adjusted LIBO Rate for the applicable Interest
Period in effect for such Loan, plus, in each case, the Applicable Margin in effect from time to
time.




          (b) The Borrower shall pay interest on each Swingline Loan at the Swingline Rate in effect
from time to time.




          (c) While an Event of Default exists (after giving effect to any applicable notice and cure
periods) or after acceleration, at the election of the Required Lenders, the Borrower shall pay
interest (“Default Interest”) as follows: (i) with respect to all Eurocurrency Loans, at
the rate otherwise applicable for the then-current Interest Period, plus an additional 2% per annum
until the last day of such Interest Period,, (ii) with respect to all Base Rate Loans and all
Eurocurrency Borrowings for which a Notice of Conversion/Continuation has not been delivered at the
expiration of an Interest Period as provided for in Section 2.7, at the Base Rate, plus the
Applicable Margin for Base Rate Loans, plus an additional 2% per annum, (iii) with respect to all
Swingline Loans, at the Swingline Rate, plus an additional 2% per annum and (iv) with respect to
all other Obligations hereunder (other than Loans), at the Base Rate, plus the Applicable Margin,
plus an additional 2% per annum.




          (d) Interest on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment thereof. Interest on all
outstanding Base Rate Loans and Swingline Loans shall be payable quarterly in arrears on the last
day of each Fiscal Quarter, commencing with the Fiscal Quarter ending in January, 2006, and on the
Revolving Commitment Termination Date. Interest on all outstanding Eurocurrency Loans shall be
payable on the last day of each Interest Period applicable thereto, and, in the case of any
Eurocurrency Loans having an Interest Period in excess of three months, on each day which occurs
every three months after the initial date of such Interest Period, and on the Revolving Commitment
Termination Date. Interest on any Loan which is converted into a Loan of another Type or which is
repaid or prepaid shall be payable on the date of such conversion (with respect to all amounts due
on such Loan prior to such conversion) or on the date of any such repayment or prepayment (on the
amount repaid or prepaid) thereof. All Default Interest shall be payable on demand.




38









 








          (e) The Administrative Agent shall determine each interest rate applicable to the Loans
hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by
telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding
for all purposes, absent manifest error.




          Section 2.14. Fees.




          (a) The Borrower shall pay to the Administrative Agent and its Affiliates for their own
account fees in the amounts and at the times set forth in the Fee Letter, and upon receipt thereof,
the Administrative Agent and its Affiliates shall promptly pay to each Lender the upfront fee
previously agreed to between such Lender and the Administrative Agent and its Affiliates.




          (b) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee (the “Commitment Fee”), which shall accrue at the Applicable Percentage per
annum (determined in accordance with Schedule I) on the daily amount of the unused
Revolving Commitment of such Lender during the Availability Period. For purposes of computing the
Commitment Fee, the Revolving Commitment of each Lender shall be deemed used to the extent of the
Dollar Equivalent of outstanding Revolving Loans and LC Exposure, but not Swingline Exposure, of
such Lender.




          (c) The Borrower agrees to pay (i) to the Administrative Agent, for the account of each
Lender, a letter of credit fee (the “Letter of Credit Fee”) with respect to its
participation in the Letters of Credit, which shall accrue at a rate per annum equal to the
Applicable Margin for Eurocurrency Loans then in effect on the average daily amount of such
Lender’s LC Exposure attributable to such Letters of Credit during the period from and including
the date of issuance of such Letter of Credit to but excluding the date on which such Letter of
Credit expires or is drawn in full (including without limitation any LC Exposure that remains
outstanding after the Revolving Commitment Termination Date), and (ii) to the Issuing Bank for its
own account a which shall accrue at the rate of 0.125% per annum on the average daily amount of the
LC Exposure during the period from and including the date of issuance of such Letter of Credit to
but excluding the date on which such Letter of Credit expires or is drawn in full (including
without limitation any LC Exposure that remains outstanding after the Revolving Commitment
Termination Date), as well as the Issuing Bank’s customary fees with respect to issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Notwithstanding the foregoing, if the Required Lenders elect to increase the interest rate on the
Loans to the Default Interest pursuant to Section 2.13(c), the rate per annum used to
calculate the Letter of Credit Fee pursuant to clause (i) above shall automatically be increased by
an additional 2% per annum.




          (d) Accrued fees shall be payable quarterly in arrears on the last day of each calendar
quarter, commencing on January 31, 2006 and on the Revolving Commitment Termination Date;
provided, further, that any such fees accruing after the Revolving Commitment
Termination Date shall be payable on demand.




          Section 2.15. Computation of Interest and Fees. Interest based on the Base Rate shall be
computed on the basis of a year of three hundred sixty-five (365) days (or three hundred sixty-six
(366) days in a leap year) and paid for the actual number of days elapsed (including the first day
but excluding the last day). All other interest and all fees shall be computed on the basis of a
year of three hundred sixty (360) days except, where not permitted, the basis of a year of three
hundred sixty-five (365) days (or three hundred sixty-six (366) days in a leap year) shall be used,
and paid for the actual number of days elapsed (including the first day but excluding the last
day). Each determination by the

39









 








Administrative Agent of an interest amount or fee hereunder shall be made in good faith and,
except for manifest error, shall be final, conclusive and binding for all purposes.




          Section 2.16. Inability to Determine Interest Rates. If prior to the commencement of any
Interest Period for any Eurocurrency Borrowing,




          (a) the Administrative Agent shall have determined (which determination shall be conclusive
and binding upon the Borrower) that, by reason of circumstances affecting the relevant interbank
market, adequate means do not exist for ascertaining LIBOR for such Interest Period, or




          (b) the Administrative Agent shall have received notice from the Required Lenders that the
Adjusted LIBO Rate does not adequately and fairly reflect the cost to such Lenders (or Lender, as
the case may be) of making, funding or maintaining their (or its, as the case may be) Eurocurrency
Loans for such Interest Period,


then the Administrative Agent shall give written notice (or telephonic notice, promptly confirmed
in writing) to the Borrower and to the Lenders as soon as practicable thereafter. In the case of
Eurocurrency Loans, until the Administrative Agent shall notify the Borrower and the Lenders that
the circumstances giving rise to such notice no longer exist, (i) the obligations of the Lenders to
fund Loans in Alternate Currencies, to make Eurocurrency Loans or to continue or convert
outstanding Loans as or into Eurocurrency Loans shall be suspended and (ii) all such affected Loans
shall be converted into Base Rate Loans on the last day of the then current Interest Period
applicable thereto unless the Borrower prepays such Loans in accordance with this Agreement.
Unless the Borrower notifies the Administrative Agent at least one Business Day before the date of
any Revolving Eurocurrency Borrowing for which a Notice of Revolving Borrowing has previously been
given that it elects not to borrow on such date, then such Revolving Borrowing shall be made as a
Base Rate Borrowing.




          Section 2.17. Illegality. (a) If any Change in Law shall make it unlawful or impossible for
any Lender to make, maintain or fund any Eurocurrency Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower
and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of
such Lender to make Revolving Eurocurrency Loans, or to continue or convert outstanding Loans as or
into Eurocurrency Loans, shall be suspended. In the case of the making of a Revolving Eurocurrency
Borrowing, such Lender’s Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected Eurocurrency Loan is then
outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the last day of the
then current Interest Period applicable to such Eurocurrency Loan if such Lender may lawfully
continue to maintain such Loan to such date or (ii) immediately if such Lender shall determine that
it may not lawfully continue to maintain such Eurocurrency Loan to such date. Notwithstanding the
foregoing, the affected Lender shall, prior to giving such notice to the Administrative Agent,
designate a different Applicable Lending Office if such designation would avoid the need for giving
such notice and if such designation would not otherwise be disadvantageous to such Lender in the
good faith exercise of its discretion.




          (b) If any Change in Law shall make it unlawful or impossible for any Lender to make, maintain
or fund any Loan in a particular Alternate Currency and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower
and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligation
of the Lenders to make Loans in such Alternate Currency shall be suspended, and (ii) any Loans in
such Alternate Currency shall

40









 








be repaid and/or converted to an available Alternate Currency or Dollars on: (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.




          Section 2.18. Increased Costs.




          (a) If any Change in Law shall:





     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement that is not otherwise included in the determination of the Adjusted LIBO
Rate hereunder against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Issuing Bank; or




     (ii) impose on any Lender or on the Issuing Bank or the eurodollar interbank
market any other condition affecting this Agreement or any Eurocurrency Loans made
by such Lender or any Letter of Credit or any participation therein;


and the result of either of the foregoing is to increase the cost to such Lender of making,
converting into, continuing or maintaining a Eurocurrency Loan or to increase the cost to such
Lender or the Issuing Bank of participating in or issuing any Letter of Credit or to reduce the
amount received or receivable by such Lender or the Issuing Bank hereunder (whether of principal,
interest or any other amount), then the Borrower shall pay to the Administrative Agent for the
account of such Lender, within five (5) Business Days after the date of its receipt of written
notice from and demand by such Lender (such Lender to send a copy of such notice and demand to the
Administrative Agent), the additional amount or amounts sufficient to compensate such Lender or the
Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered, except
for additional costs for Taxes covered by Section 2.20 and additional costs in respect of
(a) income or franchise taxes imposed on (or measured by) such Lender’s or Issuing Bank’s net
income, as the case may be, by the United States of America or any political subdivision or taxing
authority thereof or therein, or by the jurisdiction under the laws under which such Lender or the
Issuing Bank is organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located or (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other jurisdiction in which nay
Lender is located.




          (b) If any Lender or the Issuing Bank shall have determined that on or after the date of this
Agreement any Change in Law regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender’s or the Issuing Bank’s capital (or on the capital of such
Lender’s or the Issuing Bank’s parent corporation) as a consequence of its obligations hereunder or
under or in respect of any Letter of Credit to a level below that which such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s parent corporation would have achieved but for such
Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies or the
policies of such Lender’s or the Issuing Bank’s parent corporation with respect to capital
adequacy) then, from time to time, within five (5) Business Days after receipt by the Borrower of
written demand by such Lender (with a copy thereof to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender or the Issuing Bank or
such Lender’s or the Issuing Bank’s parent corporation for any such reduction suffered.




41









 








          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts (and the
basis for determining such amount or amounts) necessary to compensate such Lender or the Issuing
Bank or such Lender’s or the Issuing Bank’s parent corporation, as the case may be, specified in
paragraph (a) or (b) of this Section shall be delivered by the Lender or Issuing Bank or such
Lender’s or the Issuing Bank’s parent corporation, as the case may be, to the Borrower (with a copy
to the Administrative Agent) concurrently with the notice required to be delivered by paragraph (a)
or (b) of this Section and shall be conclusive, absent manifest error. The Borrower shall pay such
amount or amounts in accordance with the provisions of paragraph (a) or (b) of this Section.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation.




          (e) If and so long as any Lender is required to comply with reserve assets, liquidity, cash
margin or other requirements of any monetary or other authority (including any such requirement
imposed by the European Central Bank or the European System of Central Banks, but excluding
requirements reflected in the Eurocurrency Reserve Percentage) in respect of any of such Lender’s
Alternate Currency Loans in any Alternate Currency, such Lender may require the Borrower to pay,
contemporaneously with each payment of interest on each of such Alternate Currency Loans subject to
such requirements, additional interest on such Loan at a rate per annum specified by such Lender to
be the cost to such Lender of complying with such requirements in relation to such Alternate
Currency Loan.




          (f) Any additional interest owed pursuant to paragraph (e) above shall be determined by the
relevant Lender and notified to the Borrower (with a copy to the Administrative Agent) in the form
of a certificate setting forth such additional interest (and the basis for determining such amount)
at least five (5) Business Days before each date on which interest is payable for the relevant
Alternate Currency Loan, and such additional interest so notified to the Borrower by such Lender
shall be payable to the Administrative Agent for the account of such Lender on each date on which
interest is payable for such Loan. Failure or delay on the part of any Lender on any occasion to
demand additional interest pursuant to this Section 2.18 shall not constitute a waiver of
such Lender’s right to demand such additional interest on any subsequent occasion.




          Section 2.19. Funding Indemnity. (a) In the event of (i) the payment of any principal of a
Eurocurrency Loan other than on the last day of the Interest Period applicable thereto (including
as a result of an Event of Default), (ii) the conversion or continuation of a Eurocurrency Loan
other than on the last day of the Interest Period applicable thereto or (iii) the failure by the
Borrower to borrow, prepay, convert or continue any Eurocurrency Loan on the date specified in any
applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such
event, the Borrower shall compensate each Lender, within five (5) Business Days after written
demand from such Lender, for any loss, cost or expense attributable to such event. Such loss, cost
or expense shall be deemed to include an amount determined by such Lender to be the excess, if any,
of (A) the amount of interest that would have accrued on the principal amount of such Eurocurrency
Loan if such event had not occurred at the Adjusted LIBO Rate applicable to such Eurocurrency Loan
for the period from the date of such event to the last day of the then current Interest Period
therefor (or in the case of a failure to borrow, prepay, convert or continue, for the period that
would have been the Interest Period for such Eurocurrency Loan) over (B) the amount of interest
that would accrue on the principal amount of such Eurocurrency Loan for the same period if the
Adjusted LIBO Rate were set on the date such Eurocurrency Loan was prepaid or converted or the date
on which the Borrower failed to borrow, prepay, convert or continue such Eurocurrency Loan. In
the case of an Alternate Currency Loan, such loss, cost or expense shall mean all loss, cost and
expense sustained or incurred in liquidating or employing deposits from third parties acquired to
effect, fund or

42









 








maintain such Alternate Currency Loan or any part thereof. A certificate of such Lender
setting forth the basis for determining any additional amount payable under this Section
2.19 shall be submitted to the Borrower by such Lender (with a copy to the Administrative
Agent) and shall be conclusive, absent manifest error.




          Section 2.20. Taxes.




          (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be
made free and clear of and without deduction for any Taxes; provided that, if the Borrower
shall be required to deduct any Taxes from such payments, then the Borrower shall make such
deductions and the Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. Notwithstanding the foregoing, if the Borrower shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments, then the sum payable
shall be increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative Agent or any Lender or
the Issuing Bank (as the case may be) shall receive an amount equal to the sum it would have
received had no such deductions been made.




          (b) [Intentionally omitted.]




          (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank
within five (5) Business Days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case
may be, on or with respect to any payment by or on account of any obligation of the Borrower
hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing
Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing
Bank, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the Code or any treaty to which the United States is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will permit such payments
to be made without withholding or at a reduced rate. Without limiting the generality of the
foregoing, each Foreign Lender agrees that on the Closing Date or concurrently with the relevant
Assignment and Acceptance or New Lender Supplement, as applicable, it will deliver to the
Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which
the related participation shall have been purchased), as appropriate, two (2) duly completed copies
of (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the
payments received from the Borrower hereunder are effectively connected with such Foreign Lender’s
conduct of a trade or business in the United States; or (ii) Internal Revenue Service Form W-8 BEN,
or any successor form thereto, certifying that such

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Foreign Lender is entitled to benefits under an income tax treaty to which the United States
is a party which reduces the rate of withholding tax on payments of interest; or (iii) Internal
Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
together with a certificate (A) establishing that the payment to the Foreign Lender qualifies as
“portfolio interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B)
stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or the
obligation of the Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement
entered into in the ordinary course of its trade or business, within the meaning of that section;
(2) the Foreign Lender is not a 10% shareholder of the Borrower within the meaning of Code section
871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation that
is related to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other
Internal Revenue Service forms as may be applicable to the Foreign Lender, including Forms W-8 IMY
or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent
such forms on or before the date that it becomes a party to this Agreement (or in the case of a
Participant, on or before the date such Participant purchases the related participation). In
addition, each such Foreign Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Foreign Lender. Each such Foreign Lender shall
promptly notify the Borrower and the Administrative Agent at any time that it determines that it is
no longer in a position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the Internal Revenue Service for such purpose).




          (f) Each Lender that is organized under the laws of the United States or any state or other
political subdivision thereof and that is not organized as a corporation shall, on or prior to the
date hereof (or, if applicable, the date on which any Person that is not a Lender on the date
hereof becomes a Lender) and at such other time or times prescribed by applicable law, deliver to
the Borrower (with a copy to the Administrative Agent), a properly completed IRS Form W-9 or
successor form as will permit such payments to be made without withholding.




          (g) In the event that a Foreign Lender or a Lender described in Section 2.20(f) timely
delivers the documentation specified in Section 2.20(e) or (f), as the case may be,
Borrower (or the Administrative Agent) shall make the payments under this Agreement without
withholding taxes or at a reduced rate of withholding tax in accordance with applicable provisions
of the Code or any tax treaty to which the United States is a party. If a Foreign Lender or a
Lender described in Section 2.20(f) fails to make timely delivery of the documentation
specified in Section 2.20(e) or (f), as the case may be, the Borrower (or the
Administrative Agent) shall deduct and withhold taxes from the payments under this Agreement at the
applicable statutory rate provided in the Code.




          (h) If the Borrower is required to pay additional amounts to or for the account of any Lender
pursuant to this Section 2.20, then such Lender will agree to use reasonable efforts to
change the jurisdiction of its applicable lending office so as to eliminate or reduce any such
additional payment which may thereafter accrue if such change is not, in such Lender’s sole good
faith determination, disadvantageous to such Lender. In addition, each Lender (and the
Administrative Agent with respect to payments to the Administrative Agent for its own account)
agrees that (i) it will take all reasonable actions by all usual means to maintain all exemptions,
if any, available to it from United States withholding taxes (whether available by treaty, existing
administrative waiver, by virtue of the location of any Lender’s applicable lending office or
otherwise) and (ii) otherwise cooperate with the Borrower to minimize amounts payable by the
Borrower under this Section 2.20; provided, however, that each Lender and
the Administrative Agent shall not be obligated by reason of this clause(h) to disclose any
information regarding its tax affairs or tax computations or to reorder its tax or other affairs or
tax or other planning..




44









 








          Section 2.21. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.




          (a) The Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Sections 2.18, 2.19, 2.20 or 10.3, or otherwise) prior to 12:00
p.m. on the date when due, in immediately available funds, free and clear of any defenses, rights
of set-off, counterclaim, or withholding or deduction of Taxes. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at the Payment Office, except payments to
be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.18, 2.19, 2.20 and 10.3 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be made payable for the period of
such extension.




          (b) All payments of Obligations shall be made in Dollars, except for Loans funded, and
reimbursement obligations with respect to Letters of Credit issued, in Alternate Currencies, which
shall be repaid, including interest thereon, in the applicable Alternate Currency.




          (c) Subject to the terms of Section 8.2, if at any time insufficient funds are
received by and available to the Administrative Agent to pay fully amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and
unreimbursed LC Disbursements then due to such parties.




          (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain any amounts from the Borrower, such Lender shall apply such payments to the Obligations
payment in respect of any principal of or interest on any of its Loans or other Revolving Credit
Exposure that would result in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and other Revolving Credit Exposure and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and other Revolving Credit
Exposure of other Lenders to the extent necessary so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and other Revolving Credit Exposure; provided that (i)
if any such participations are purchased and all or any portion of the payment giving rise thereto
is recovered, such participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with the express terms
of this Agreement or any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or other Revolving Credit Exposure to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender acquiring a participation
pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off

45









 








and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.




          (e) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount or amounts due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.




          (f) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.5(b), 2.6(b), 2.22(d) or (e) or 10.3(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid.




          Section 2.22. Letters of Credit.




          (a) During the Availability Period and in reliance upon the agreements of the other Lenders
pursuant to Section 2.22(d), the Issuing Bank agrees to issue, at the request of the
Borrower, Letters of Credit for the account of the Borrower on the terms and conditions hereinafter
set forth; provided that (i) each Letter of Credit shall expire on the earlier of (A) the
date one year after the date of issuance of such Letter of Credit (or in the case of any renewal or
extension thereof, one year after such renewal or extension) and (B) the date that is one (1)
Business Day prior to the Revolving Commitment Termination Date; (ii) each Letter of Credit shall
be in the stated amount of at least the Dollar Equivalent of $5,000; and (iii) the Borrower may not
request any Letter of Credit and the Issuing Bank shall not be obligated to issue any Letter of
Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC
Commitment, (B) the aggregate Revolving Credit Exposure would exceed the Borrowing Limit, or (C)
the issuance of such Letter of Credit would violate any legal or regulatory restriction then
applicable to the Issuing Bank or any Lender, as notified by the Issuing Bank or such Lender to the
Administrative Agent before the date of issuance of such Letter of Credit. Each Letter of Credit
shall be subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision),
International Chamber of Commerce Publication No. 500 (the “Uniform Customs”), as the same
may be amended from time to time, and, to the extent not inconsistent therewith, the governing law
of this Agreement set forth in Section 10.5. Each Letter of Credit shall be denominated in
Dollars or in an Alternate Currency.




          (b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of
an outstanding Letter of Credit), the Borrower shall give the Issuing Bank and the Administrative
Agent irrevocable written notice specifying the date of issuance of such Letter of Credit (which
shall be a Business Day), the expiration date of such Letter of Credit, the amount and Currency of
such Letter of Credit, the name and address of the beneficiary thereof and such other information
as shall be necessary to prepare, amend, renew or extend such Letter of Credit, such notice to be
received at least (i) three (3) Business Days prior to the date of issuance thereof for Letters of
Credit denominated in Dollars and (ii) four (4) Business Days prior to the date of issuance thereof
for Letters of Credit




46









 







denominated in any Alternate Currency. In addition to the satisfaction of the conditions in
Article III, the issuance of such Letter of Credit (or any amendment which increases the amount of
such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall
be in such form and contain such terms as the Issuing Bank shall approve and that the Borrower
shall have executed and delivered any outstanding applications, agreements and instruments relating
to such Letter of Credit as the Issuing Bank shall reasonably require; provided that, in
the event of any conflict between such applications, agreements or instruments and this Agreement,
the terms of this Agreement shall control.




          (c) At least two (2) Business Days prior to the issuance of any Letter of Credit, the Issuing
Bank will confirm with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received such notice and if not, the Issuing Bank will provide the
Administrative Agent with a copy thereof. Unless the Issuing Bank has received notice from the
Administrative Agent on or before the Business Day immediately preceding the date the Issuing Bank
is to issue the requested Letter of Credit (i) directing the Issuing Bank not to issue the Letter
of Credit because such issuance is not then permitted hereunder because of the limitations set
forth in Section 2.22(a) or (ii) that one or more conditions specified in Article III are
not then satisfied, then, subject to the terms and conditions hereof, the Issuing Bank shall, on
the requested date, issue such Letter of Credit to the beneficiary thereof (with a copy to the
Borrower) in accordance with the Issuing Bank’s usual and customary business practices. Upon the
issuance of each Letter of Credit each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a participation in such
Letter of Credit equal to such Lender’s Pro Rata Share of the aggregate amount available to be
drawn under such Letter of Credit. Each issuance of a Letter of Credit shall be deemed to utilize
the Revolving Commitment of each Lender by an amount equal to the amount of such participation. As
of the Closing Date, all Existing Letters of Credit shall be deemed to be Letters of Credit
outstanding hereunder, and each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase a participation in each Existing Letter of Credit from the
applicable Issuing Bank without recourse, equal to such Lender’s Pro Rata Share of the aggregate
amount available to be drawn under such Existing Letter of Credit.




          (d) The Issuing Bank shall examine all documents purporting to represent a demand for payment
under a Letter of Credit promptly following its receipt thereof. The Issuing Bank shall provide
prompt written notice to the Borrower and the Administrative Agent of such demand for payment and
whether the Issuing Bank has made or will make a LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation
to reimburse the Issuing Bank and the Lenders with respect to such LC Disbursement. The Borrower
shall be irrevocably and unconditionally obligated to reimburse the Issuing Bank for any LC
Disbursements paid by the Issuing Bank in respect of such drawing, without presentment, demand or
other formalities of any kind. Unless the Borrower shall have notified the Issuing Bank and the
Administrative Agent prior to 11:00 a.m. on the Business Day immediately prior to the date on which
such drawing is honored that the Borrower intends to reimburse the Issuing Bank for the amount of
such drawing in funds other than from the proceeds of Revolving Loans, the Borrower shall be deemed
to have timely given a Notice of Revolving Borrowing to the Administrative Agent requesting the
Lenders to make a Base Rate Borrowing on the date on which such drawing is honored in an amount
equal to the Dollar Equivalent of the exact amount due to the Issuing Bank, plus any reasonable
out-of-pocket transaction costs incurred by the Issuing Bank to convert any LC Disbursement funded
in Alternate Currency into Dollars; provided that, for purposes solely of such Borrowing,
the conditions precedents set forth in Section 3.2 hereof shall not be applicable. The
Administrative Agent shall timely notify the Lenders of such Borrowing in accordance with
Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan included in such
Borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance

47









 








with Section 2.6. The proceeds of such Borrowing shall be applied directly by the
Administrative Agent to reimburse the Issuing Bank for such LC Disbursement.




          (e) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion
of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then
each Lender (other than the Issuing Bank) shall be obligated to fund the participation that such
Lender purchased pursuant to subsection (c) in an amount equal to its Pro Rata Share of such LC
Disbursement on and as of the date on which such Base Rate Borrowing should have occurred. Each
Lender’s obligation to make a Base Rate Loan under subsection (d) or to fund its participation
shall be absolute and unconditional and shall not be affected by any circumstance, including
without limitation (i) any set-off, counterclaim, recoupment, defense or other right that such
Lender or any other Person may have against the Issuing Bank or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the
Aggregate Revolving Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or
any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the
date that such participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the Administrative Agent for the
account of the Issuing Bank. Whenever, at any time after the Issuing Bank has received from any
such Lender the funds for its participation in a LC Disbursement, the Issuing Bank (or the
Administrative Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing Bank, as the case may be, will distribute to such Lender its share of such
payment based on its Pro Rata Share of the Revolving Commitments; provided that, if such
payment is required to be returned for any reason to the Borrower or to a trustee, receiver,
liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to
the Administrative Agent or the Issuing Bank any portion thereof previously distributed by the
Administrative Agent or the Issuing Bank to it.




          (f) To the extent that any Lender shall fail to pay any amount required to be paid pursuant to
paragraph (d) or (e) of this Section 2.22 on the due date therefor, such Lender shall pay
interest to the Issuing Bank (through the Administrative Agent) on such amount from such due date
to the date such payment is made at a rate per annum equal to the Federal Funds Rate;
provided that, if such Lender shall fail to make such payment to the Issuing Bank within
two (2) Business Days of such due date, then, retroactively to the due date, such Lender shall be
obligated to pay interest on such amount at the Default Rate.




          (g) If any Event of Default shall occur and be continuing, on the Business Day that the
Borrower receives notice from the Administrative Agent or the Required Lenders demanding the
deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account
with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid fees thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and
payable, without demand or notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall
be held by the Administrative Agent as collateral for the payment and performance of the
Obligations of the Borrower under this Agreement. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account. Borrower
agrees to execute any documents and/or certificates as may be reasonably necessary to effectuate
the intent of this paragraph. The Administrative Agent shall invest, at the Borrower’s risk and
expense, such cash collateral in an interest bearing deposit account or certificate of deposit.
Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank
for LC

48









 








Disbursements for which it had not been reimbursed and to the extent so applied, shall be held
for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated, with the consent of the Required
Lenders, may be applied to satisfy other Obligations of the Borrower under this Agreement and the
other Loan Documents. If the Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence and continuance of an Event of Default, such amount (to the
extent not so applied as aforesaid) shall be returned to the Borrower within one Business Day after
all Events of Default have been cured or waived.




          (h) Promptly following the end of each Fiscal Quarter, the Issuing Bank shall deliver (through
the Administrative Agent) to each Lender and the Borrower a written report describing the aggregate
Letters of Credit outstanding at the end of such Fiscal Quarter (including the Currencies in which
such Letters of Credit have been issued). Upon the request of any Lender from time to time, the
Issuing Bank shall deliver to such Lender any other information reasonably requested by such Lender
with respect to each Letter of Credit then outstanding.




          (i) The Borrower’s obligation to reimburse LC Disbursements hereunder shall be absolute,
unconditional and irrevocable and shall be performed strictly in accordance with the terms of this
Agreement under all circumstances whatsoever and irrespective of any of the following
circumstances:





     (i) Any lack of validity or enforceability of any Letter of Credit or this
Agreement;




     (ii) The existence of any claim, set-off, defense or other right which the
Borrower or any Subsidiary or Affiliate of the Borrower may have at any time against
a beneficiary or any transferee of any Letter of Credit (or any Persons or entities
for whom any such beneficiary or transferee may be acting), any Lender (including
the Issuing Bank) or any other Person, whether in connection with this Agreement or
the Letter of Credit or any document related hereto or thereto or any unrelated
transaction;




     (iii) Any draft or other document presented under a Letter of Credit proving to
be forged, fraudulent or invalid in any respect or any statement therein being
untrue or inaccurate in any respect;




     (iv) Payment by the Issuing Bank under a Letter of Credit against presentation
of a draft or other document to the Issuing Bank that does not comply with the terms
of such Letter of Credit;




     (v) Any other event or circumstance whatsoever, whether or not similar to any
of the foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of set-off against, the
Borrower’s Obligations hereunder; or




     (vi) The existence of a Default or an Event of Default.


Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of any of the
foregoing shall have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to above), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of


49









 






Credit (including any document required to make a drawing thereunder), any error in interpretation
of technical terms or any consequence arising from causes beyond the control of the Issuing Bank;
provided that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any actual direct damages (as opposed to special,
indirect (including claims for lost profits or other consequential damages), or punitive damages,
claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise due care
when determining whether drafts or other documents presented under a Letter of Credit comply with
the terms thereof. The parties hereto expressly agree, that in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised due care in each such
determination. In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.




          (j) General Terms of Documentary Letters of Credit.





     (i) To the extent any failure to comply with the provisions of this Section
2.22(j) would, either individually or in the aggregate, result in a Material
Adverse Effect, the Borrower agrees to procure or to cause the beneficiaries of each
documentary Letter of Credit to procure promptly any necessary import and export or
other licenses for the import or export or shipping of any goods referred to in or
pursuant to a Letter of Credit and to comply and to use its commercially reasonable
efforts to cause the beneficiaries to comply with all foreign and domestic
governmental regulations with respect to the shipment and warehousing of such goods
or otherwise relating to or affecting such Letter of Credit, including without
limitation governmental regulations pertaining to transactions involving designated
foreign countries or their nationals, and to furnish such certificates in that
respect as the Issuing Bank may at any time reasonably require, and to keep such
goods adequately covered by insurance in amounts, with carriers and for such risks
as shall be customary in the industry and to cause the Issuing Bank’s interest to be
endorsed on such insurance and to furnish the Issuing Bank at its request with
reasonable evidence thereof. Should such insurance (or lack thereof) upon said
goods for any reason not be reasonably satisfactory to the Issuing Bank, the Issuing
Bank may (but is not obligated to) obtain, after notice, at the Borrowers’ expense,
insurance satisfactory to the Issuing Bank.




     (ii) In connection with each documentary Letter of Credit, neither the Issuing
Bank nor any correspondent shall be responsible for: (A) the existence, character,
quality, quantity, condition, packing, value or delivery of the property purporting
to be represented by documents; (B) any difference in character, quality, condition
or value of the property from that expressed in documents; (C) the time, place,
manner or order in which shipment of the property is made; (D) partial or incomplete
shipment referred to in such Letter of Credit; (E) the character, adequacy or
responsibility of any insurer, or any other risk connected with insurance other than
insurance procured by the Issuing Bank; (F) any deviation from instructions, delay,
default or fraud by the beneficiary or anyone else in connection with the property
or the shipping thereof; (G) the solvency, responsibility or relationship to the
property of any party issuing any documents in connection with the property; (H)
delay in arrival or failure to arrive of either the



50









 






property or any of the documents relating thereto; (I) delay in giving or
failure to give notice of arrival or any other notice; (J) any breach of contract
between the Letter of Credit beneficiaries and any Borrower; (K) any laws, customs,
and regulations which may be effective in any jurisdiction where any negotiation
and/or payment of such Letter of Credit occurs; (L) failure of documents (other than
documents required by the terms of the Letter of Credit) to accompany any draft at
negotiation; or (M) failure of any entity to note the amount of any document or
draft on the reverse of such Letter of Credit or to surrender or to take up such
Letter of Credit or to forward documents other than documents required by the terms
of the Letter of Credit. In connection with each Letter of Credit, the Issuing Bank
shall not be responsible for any error, neglect or default of any of its
correspondents. None of the above shall affect, impair or prevent the vesting of
any of the Issuing Bank’s rights or powers hereunder. If a Letter of Credit
provides that payment is to be made by the Issuing Bank’s correspondence, neither
the Issuing Bank nor such correspondent shall be responsible for the failure of any
of the documents specified in such Letter of Credit to come into the Issuing Bank’s
hands, or for any delay in connection therewith, and the Borrowers’ obligation to
make reimbursements shall not be affected by such failure or delay in the receipt of
any such documents.



          Section 2.23. Extension of Revolving Commitment Termination Date.




          (a) At least ninety (90) days but no more than one hundred twenty (120) days prior to the then
effective Revolving Commitment Termination Date, the Borrower, by delivering a written request to
the Administrative Agent (such request being irrevocable), may request that the Revolving
Commitment Termination Date be extended for an additional one-year period. Upon receipt of such
notice, the Administrative Agent shall promptly communicate such request to the Lenders in writing.




          (b) No later than sixty (60) days prior to the then effective Revolving Commitment Termination
Date, each Lender shall indicate to the Administrative Agent whether the Borrower’s request to so
extend such Revolving Commitment Termination Date is acceptable to such Lender, it being understood
that the determination by each Lender will be in its sole and absolute discretion and that if any
Lender shall fail to so respond within such period such Lender shall be deemed to be a
Non-Consenting Lender (as defined below) with respect to such request. The Administrative Agent
shall notify the Borrower promptly upon its receipt thereof, in writing, of each Lender’s decision.




          (c) If less than all of the Lenders consent to any such request pursuant to this Section
2.23, the Administrative Agent shall promptly so notify the Lenders that consented to extend
the Revolving Commitment Termination Date (each a “Consenting Lender”), and each Consenting
Lender may, in its sole discretion, give written notice to the Administrative Agent not later than
15 days prior to the effective date of the extension of the Revolving Commitment Termination Date
of the amount of any other Lender’s (each a “Non-Consenting Lender”) Revolving Commitments
for which it is willing to accept an assignment. If the Consenting Lenders notify the
Administrative Agent that they are willing to accept assignments of Revolving Commitments in an
aggregate amount that exceeds the amount of the Revolving Commitments of the Non-Consenting
Lenders, such Revolving Commitments shall be allocated among the Consenting Lenders willing to
accept such assignments in such amounts as are agreed between the Borrower and the Administrative
Agent. If after giving effect to the assignments of Revolving Commitments described above there
remains any Revolving Commitments of Non-Consenting Lenders, the Borrower may arrange for one or
more Consenting Lenders or other Eligible Assignees (an “Assuming Lender”) to assume,
effective as of the effective date of the extension of the Revolving Commitment Termination Date,
any Non-Consenting Lender’s Revolving Commitment and all of the obligations of such Non-Consenting
Lender under this Agreement thereafter arising, without recourse to

51









 








or warranty by, or expense to, such Non-Consenting Lender; provided, however,
that the amount of the Revolving Commitment of any such Assuming Lender as a result of such
substitution shall in no event be less than $1,000,000, unless the amount of the Revolving
Commitment of such Non-Consenting Lender is less than $1,000,000, in which case such Assuming
Lender shall assume all of such lesser amount; and provided further, that:





     (i) any such Consenting Lender or Assuming Lender shall have paid to such
non-Consenting Lender (A) the aggregate principal amount of, and any interest
accrued and unpaid to the effective date of the assignment on, the outstanding
Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees
owing to such Non-Consenting Lender as of the effective date of such assignment;




     (ii) all additional costs reimbursements, expense reimbursements and
indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid
amounts owing to such Non-Consenting Lender hereunder, as of the effective date of
such assignment shall have been paid to such Non-Consenting Lender; and




     (iii) with respect to any such Assuming Lender, the processing and recordation
fee required under Section 10.4 for such assignment shall have been paid;


provided further, that such Non-Consenting Lender’s rights under Sections
2.18, 2.19, 2.20 and 10.3 shall survive such substitution as to matters
occurring prior to the date of substitution. At least three (3) Business Days prior to the
effective date of the extension of the Revolving Commitment Termination Date, (A) each such
Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an
Assignment and Acceptance in form and substance satisfactory to the Borrower and the Administrative
Agent, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the
Administrative Agent, (B) any such Consenting Lender shall have delivered confirmation in writing
satisfactory to the Borrower and the Administrative Agent as to the increase in the amount of its
Revolving Commitment and (C) each Non-Consenting Lender being replaced pursuant to this Section
2.23 shall have delivered to the Administrative Agent any Note or Notes held by such
Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i)
(ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming
Lender, as of the effective date of the extension of the Revolving Commitment Termination Date,
will be substituted for such Non-Consenting Lender under this Agreement and shall be a Lender for
all purposes of this Agreement, without any further acknowledgment by or the consent of the other
Lenders, and the obligations of each such Non-Consenting Lender hereunder shall, by the provisions
hereof, be released and discharged.




          (d) Subject to the satisfaction of the conditions set forth in clauses (a) through (c) of
Section 3.2, in the event that (after giving effect to any assignments or assumptions
pursuant to subsection (c) of this Section 2.23) Lenders holding at least 70% of the
Revolving Commitments have consented to the Borrower’s request to extend the Revolving Commitment
Termination Date, the Revolving Commitment Termination Date shall be extended for an additional
one-year period, except with respect to Revolving Commitments of any Non-Consenting Lender. To the
extent that the Revolving Commitment Termination Date is not extended as to any Lender pursuant to
this Section 2.23 and the Revolving Commitments of such Lender are not assumed in
accordance with subsection (c) of this Section 2.23 on or prior to the effective date of
such extension, the Revolving Commitments of such Non-Consenting Lender shall automatically
terminate in whole on the Revolving Commitment Termination Date prior to such extension without any
further notice or other action by the Borrower, such Lender or any other Person and the principal
amount outstanding under such Non-Consenting Lender’s Revolving

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Commitment, together with accrued and unpaid interest, fees and other amounts due hereunder,
shall be due and payable on such date; provided that such Non-Consenting Lender’s rights
under Sections 2.18, 2.19, 2.20 and 10.3 shall survive the
termination date for such Lender as to matters occurring prior to such date. Notwithstanding
anything contained in this Section 2.23 to the contrary, in no event shall the Revolving
Commitment Termination Date be extended beyond the tenth anniversary of the Closing Date. Promptly
following the date of any extension of the Revolving Commitment Termination Date, the
Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender)
of the extension of the Revolving Termination Date in effect immediately prior thereto and shall
thereupon record in the register the information with respect to each such Consenting Lender and
each such Assuming Lender.




          Section 2.24. Alternate Currency Provisions.




          (a) Each Lender’s Pro Rata Share 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 Applicable Lending Office to make such Alternate Currency Loan;
provided, however, that no such election shall be made if as a result thereof the
Borrower would be required to pay United States withholding taxes or any additional amounts. In
the event that a Lender is unable to fulfill its commitment to make such Alternate Currency Loan
through its Applicable Lending Office because of its inability to make loans in such requested
Currency, such Lender shall enter into a foreign exchange transaction with the Administrative Agent
for the Currency applicable to such Alternate Currency Loan; provided that, if the
Administrative Agent shall determine in its reasonable credit judgment that it is unwilling to
enter into such foreign exchange transaction with such Lender, such Currency shall be deemed to be
unavailable to all Lenders and the Administrative Agent and the Lenders shall have no obligation to
make such Alternate Currency Loan.




          (b) 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 Borrower 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 the 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 Borrower 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 Borrower hereunder in the Contractual Currency.




          (c) If the 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 the terms hereof, or (iii) any
judgment or order rendered in respect of such amounts or damages, the Borrower shall indemnify and
hold the Lenders harmless against any deficiency with respect to the Contractual Currency in the
amounts

53









 








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 would, 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 Borrower may be ascertained for such winding-up, liquidation, dissolution or bankruptcy
before payment by the liquidator or other appropriate person in respect thereof.




          (d) On the Closing Date, the available Alternate Currencies include Euros, Australian Dollars,
Canadian Dollars, British Pounds Sterling, Swiss Francs, Yen and Swedish Krona. The Administrative
Agent and the Issuing Bank shall be entitled to assume that such Currencies, and any other
currencies requested by the Borrower that all Lenders agree to provide, remain available to all
Lenders until such time as the Administrative Agent and the Issuing Bank actually receive written
notice to the contrary from any Lender. Upon receipt of any such notice, the Administrative Agent
shall promptly notify the Borrower, and thereafter no additional Alternate Currency Loans in such
Currency shall be made, and no additional Alternate Currency Letters of Credit shall be issued.
Any Alternate Currency Loans in such Currency outstanding at the time such notice is received shall
remain outstanding until the end of the Interest Period related thereto, subject to the provisions
of Section 2.17(b), and then shall be repaid or converted into a Eurocurrency Loan in
Dollars or another Alternate Currency. Any Alternate Currency Letters of Credit in such Currency
outstanding at the time such notice is received shall remain outstanding until the expiry date
thereof and may not be renewed or extended in such Currency.




          (e) Exchange Rates.





     (i) Not later than 2:00 p.m. on each Determination Date, the Administrative
Agent shall (A) determine the Exchange Rate as of such Determination Date with
respect to all Alternate Currencies, and (B) give notice thereof to the Lenders and
the Borrower. The Exchange Rates so determined shall become effective on the first
Business Day immediately following the relevant Determination Date (a “Reset
Date”), shall remain effective until the next succeeding Reset Date, and shall
for all purposes of this Agreement be the Exchange Rates employed in determining the
Dollar Equivalent of any amounts of such Alternate Currencies.




     (ii) Not later than 5:00 p.m. on each Reset Date and each Determination Date,
the Administrative Agent shall (A) determine the Dollar Equivalent of the aggregate
principal amounts of the Revolving Loans and LC Exposures (after giving effect to
any Revolving Loans and/or Letters of Credit being made, issued, repaid, or
cancelled or reduced on such date), and (B) notify the Lenders and the Borrower of
the results of such determination.



          Section 2.25. European Economic and Monetary Union.




          (a) Effectiveness of Provisions. The provisions of subsections (b) through (i) below
(inclusive) shall be effective upon the execution of this Agreement, provided, that if and
to the extent that

54









 








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.




          (b) 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.




          (c) Loans. Any Alternate Currency Loan in the currency of a Participating Member
State shall be made in the Euro Unit, provided that any Alternate Currency Loan may, if so
requested by the Borrower, 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.




          (d) 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.




          (e) 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
Borrower 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 Borrower 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.




          (f) 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 Unit are no longer provided, such convention
or practice in the London Interbank Market 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 such state is

55









 








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




          (g) 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 Borrower to the Lenders and of the Lenders to the
Borrower 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 set-off, 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.



          (h) Exchange Indemnification and Increased Costs. The Borrower shall from time to
time, upon demand from the Lenders, pay to the Lenders the amount of any loss, expense 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 the Borrower’s election to borrow in a National Currency Unit and
repay in the Euro or to borrow in the Euro and repay in a National Currency Unit other than any
such cost or reduction or amount foregone reflected in the associated interest rate.




          (i) Further Assurances. Borrower agrees, 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.




          Section 2.26. Collateral. The Obligations and all Guarantees thereof shall be secured under
the Collateral Documents on a pari passu basis with the obligations of the Borrower under the Pari
Passu Credit Facility, the obligations of the Borrower and certain of its Subsidiaries under the
Tokyo Swap Transaction and the obligations of the Borrower and certain of its Subsidiaries under
the Citizens Swap Transaction.




ARTICLE III




CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT




          Section 3.1. Conditions To Effectiveness. The obligations of the Lenders (including the
Swingline Lender) to make Loans and the obligation of the Issuing Bank to issue any Letter of
Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived by the Administrative Agent):




56









 








          (a) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Closing Date, including reimbursement or payment of all reasonable out-of-pocket
expenses (including reasonable fees, and disbursements of outside counsel to the Administrative
Agent) required to be reimbursed or paid by the Borrower hereunder, under the Fee Letter and under
any agreement with the Administrative Agent or SunTrust Robinson Humphrey, a division of SunTrust
Capital Markets, Inc., as Arranger.




          (b) The Administrative Agent (or its counsel) shall have received the following:





     (i) a counterpart of this Agreement signed by or on behalf of each party
hereto;




     (ii) Revolving Credit Notes payable to each Lender and a Swingline Note payable
to the Swingline Lender, in each case duly executed by the Borrower;




     (iii) a supplement to the Security Agreement duly executed by JLG Service Plus,
Inc., together with (A) the Perfection Certificate duly completed and executed by
the Borrower with respect to JLG Service Plus, Inc., (B) UCC financing statements
and other applicable documents under the laws of the jurisdictions with respect to
the perfection of the Liens granted under the Security Agreement, as reasonably
requested by the Administrative Agent in order to perfect such Liens, duly
authorized or executed (as appropriate) by JLG Service Plus, Inc., (C) copies of
favorable UCC, tax and judgment lien search reports in all necessary or appropriate
jurisdictions and under all legal and trade names of JLG Service Plus, Inc.
reasonably requested by the Lenders, (1) indicating that there are no prior Liens on
any of the Collateral other than Permitted Encumbrances or Liens permitted by
Section 7.2(f), or (2) accompanied by such UCC termination statements (or
authorization for the Administrative Agent to file such UCC amendments or
termination statements), and such other cancellations and releases reasonably
requested by the Administrative Agent to release all Liens other than Permitted
Encumbrances on any Collateral and Liens permitted by Section 7.2(f); and
(D) duly executed Collateral Access Agreements with respect to locations leased or
under the control of third parties at which Inventory to be included within the
Borrowing Base is located;




     (iv) a supplement to the Subsidiary Guaranty Agreement, duly executed by the
JLG Service Plus, Inc.;




     (v) patent security agreements and trademark security agreements, as required
by the Security Agreement, executed by each Loan Party that owns Patents and
Trademarks, as applicable, substantially in the form of the Patent Security
Agreements and Trademark Security Agreements, respectively, that are not subject to
the Patent Security Agreements and Trademark Security Agreements referenced in
Section 3.3 below;




     (vi) a certificate of the Secretary or Assistant Secretary of each Loan Party,
attaching and certifying copies of (A) its bylaws, partnership agreement, limited
liability company operating agreement, or comparable organizational documents, (B)
resolutions of its board of directors or other governing body, as applicable,
approving the execution, delivery and performance of the Loan Documents to which it
is a party, and (C)



57









 






certifying the name, title and true signature of each officer of such Loan
Party executing the Loan Documents to which it is a party;




     (vii) certificates of good standing or existence, as may be available from the
Secretary of State of the jurisdiction of organization of such Loan Party and each
other jurisdiction where such Loan Party is required to be qualified to do business
as a foreign corporation and a failure to be so qualified would not reasonably be
expected to result in a Material Adverse Effect;




     (viii) favorable written opinions of in-house counsel to the Loan Parties and
outside counsel to the Loan Parties, Covington & Burling, in each case, addressed to
the Administrative Agent and each of the Lenders, and covering such matters relating
to the Loan Parties, the Loan Documents and the transactions contemplated therein as
the Administrative Agent shall reasonably request;




     (ix) a certificate, dated the Closing Date and signed by a Responsible Officer,
certifying that immediately before and after giving effect to the initial Revolving
Loans hereunder, (A) no Default or Event of Default exists and (B) all
representations and warranties of each Loan Party set forth in the Loan Documents
are true and correct,




     (x) if the Borrower wishes to make a Borrowing on the Closing Date, Notice of
Borrowing and a funds disbursement agreement, duly executed by the Borrower;




     (xi) Borrowing Base Certificate dated as of the Closing Date, duly executed by
the chief financial officer of the Borrower, demonstrating that after giving effect
to the Revolving Loans to be made on the Closing Date, the Borrowing Availability is
at least $25,000,000;




     (xii) certified copies of all consents, approvals, authorizations,
registrations and filings and orders required to be made or obtained under any
Requirement of Law, or by any Contractual Obligation of each Loan Party, in
connection with the execution, delivery, performance, validity and enforceability of
the Loan Documents, and such consents, approvals, authorizations, registrations,
filings and orders shall be in full force and effect, and all applicable waiting
periods shall have expired;




     (xiii) certificates of insurance issued on behalf of insurers of the Loan
Parties, describing in reasonable detail the types and amounts of insurance
(property and liability) maintained by the Loan Parties, naming the Administrative
Agent on behalf of the Lenders as additional insured and loss payee, as appropriate,
together with a separate loss payable endorsement in favor of the Administrative
Agent, executed by the insurance carrier(s) providing all such property and casualty
insurance;




     (xiv) a field audit of all Accounts and Inventory of the Loan Parties,
completed by auditors selected by the Administrative Agent in consultation with the
Borrower, the results of which shall be in form and substance reasonably
satisfactory to the Administrative Agent;




     (xv) certified copy of the documents executed in connection with the Pari Passu
Credit Facility, which shall be on terms and conditions reasonably acceptable to the
Administrative Agent;



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     (xvi) evidence that Indebtedness outstanding under the Existing Credit
Agreement that is owed to Orix Financial Services, Inc., The CIT Group/Business
Credit, Inc. and Siemens Financial Services, Inc. has been repaid in full, and such
Lender’s commitments to lend thereunder have been terminated (except for
indemnification obligations that by their terms survive termination); and




     (xvii) such other documentation as the Administrative Agent or any Lender may
reasonably require, including documentation required under Section 10.14.



          (c) The Administrative Agent shall have received and conducted a satisfactory review of a
certified copy of an annual audited report for the Fiscal Year 2005 for the Borrower and its
Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements
of income, retained earnings and cash flows (together with all footnotes thereto) prepared by Ernst
& Young LLP or another independent public accountants of nationally recognized standing in
accordance with GAAP, and such other financial information as the Administrative Agent may
reasonably request.




          Section 3.2. Each Credit Event. The obligation of each Lender to make a Loan on the occasion
of any Borrowing (other than a conversion or continuation of an outstanding Borrowing, including
without limitation, any conversions of Swingline Loans pursuant to Section 2.5(b) or
Alternate Currency Loans pursuant to Section 2.24) and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit is subject to the satisfaction of the following conditions, at
the time of and immediately after giving effect to such Borrowing or issuance, amendment, renewal
or extension of such Letter of Credit, as applicable:




          (a) no Default or Event of Default shall exist;




          (b) all representations and warranties of each Loan Party set forth in the Loan Documents
shall be true and correct in all material respects (except with respect to any representation or
warranty made as of any earlier date, which shall be true and correct in all material respects as
of such earlier date);




          (c) since the date of the audited financial statements of the Borrower described in
Section 4.4, there shall have been no change which has had or would reasonably be expected
to have a Material Adverse Effect;




          (d) the Revolving Credit Exposure shall not exceed the Borrowing Limit;




          (e) the Borrower shall have delivered the required Notice of Borrowing or notice relating to a
Letter of Credit, as the case may be; and




          (f) the Administrative Agent shall have received such other documents, certificates,
information or legal opinions as the Administrative Agent or the Required Lenders may reasonably
request, all in form and substance reasonably satisfactory to the Administrative Agent or the
Required Lenders.




          Each Borrowing and each issuance, amendment, extension or renewal of any Letter of Credit
shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as
to the matters specified in clauses (a), (b), (c) and (d) of this Section 3.2.




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          Section 3.3. Delivery of Documents. All of the Loan Documents, certificates, legal opinions
and other documents and papers referred to in this Article III, unless otherwise specified, shall
be delivered to the Administrative Agent for the account of each of the Lenders and, in sufficient
original counterparts with respect to this Agreement for each of the Lenders and shall be in form
and substance reasonably satisfactory in all respects to the Administrative Agent. The
Administrative Agent, on behalf of the Lenders, and the Loan Parties acknowledge that the following
documents have been delivered previously in connection with the Existing Credit Agreement and agree
that (a) such documents do not need to be supplemented or modified, as applicable, in order to
comply with the delivery requirements hereof or as a result of the execution of this Agreement
(except as noted below); (b) each such document, and any obligation, security interest or Lien
created thereunder, remains in full force and effect with respect to this Agreement and the
Obligations (as increased hereunder), and is hereby confirmed by each of the parties thereto, and
(c) nothing in this Agreement shall be deemed to amend, modify or terminate any of the provisions
of any such document (other than any amendments to defined terms in this Agreement that are
incorporated into any such document by reference):





     (i) the Subsidiary Guaranty Agreement, duly executed by the Material Domestic
Subsidiaries and acknowledged by the Borrower;




     (ii) the Security Agreement (as amended) duly executed by all Loan Parties,
together with (A) the Perfection Certificate duly completed and executed by the
Borrower with respect to the Borrower and its Material Domestic Subsidiaries, (B)
UCC financing statements and other applicable documents under the laws of the
jurisdictions with respect to the perfection of the Liens granted under the Security
Agreement, as reasonably requested by the Administrative Agent in order to perfect
such Liens, duly authorized or executed (as appropriate) by all Loan Parties, (C)
copies of favorable UCC, tax and judgment lien search reports in all necessary or
appropriate jurisdictions and under all legal and trade names of all Loan Parties
reasonably requested by the Lenders, (1) indicating that there are no prior Liens on
any of the Collateral other than Permitted Encumbrances or Liens permitted by
Section 7.2(f), or (2) accompanied by such UCC termination statements (or
authorization for the Administrative Agent to file such UCC amendments or
termination statements), and such other cancellations and releases reasonably
requested by the Administrative Agent to release all Liens other than Permitted
Encumbrances on any Collateral and Liens permitted by Section 7.2(f); and
(D) duly executed Collateral Access Agreements with respect to locations leased or
under the control of third parties at which Inventory to be included within the
Borrowing Base is located;




     (iii) the Domestic Pledge Agreement, duly executed by all Loan Parties that own
or hold Capital Stock of a Material Domestic Subsidiary, and the Cayman Pledge
Agreement duly executed by JLG International and the Borrower, together with (A)
original certificates, if any, evidencing the issued and outstanding shares of
Capital Stock of the Loan Parties pledged to the Administrative Agent pursuant
thereto, and (B) stock powers or other appropriate instruments of transfer executed
in blank with respect to such certificates;




     (iv) the Subsidiary Guaranty Agreement, duly executed by the Material Domestic
Subsidiaries and acknowledged by the Borrower;




     (v) Patent Security Agreements and Trademark Security Agreements executed by
each Loan Party that owns Patents and Trademarks, as applicable;



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     (vi) Bank Account Control Agreements with respect to all deposit accounts,
securities, securities entitlements, other financial assets held in a securities
account, commodity account, and commodity contracts of the Loan Parties; and




     (vii) the Intercreditor Agreement, duly executed by the Lenders, the lender(s)
providing a Pari Passu Credit Facility, The Bank of Tokyo-Mitsubishi, Ltd., New York
Branch, Citizens Bank of Pennsylvania and the Borrower.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




          The Borrower represents and warrants to the Administrative Agent and each Lender that (other
than with respect to any Monetization Subsidiary):




          Section 4.1. Existence; Power. Each of the Borrower and its Subsidiaries (a) is duly
organized, validly existing and in good standing as a corporation, partnership or limited liability
company under the laws of the jurisdiction of its incorporation or formation, (b) has all requisite
power and authority to carry on its business as now conducted, and (c) is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification is required,
except where a failure to be so qualified would not reasonably be expected to result in a Material
Adverse Effect.




          Section 4.2. Organizational Power; Authorization. The execution, delivery and performance by
each Loan Party of the Loan Documents to which it is a party are within such Loan Party’s
organizational powers and have been duly authorized by all necessary organizational, and if
required, shareholder, partner or member action. This Agreement has been duly executed and
delivered by the Borrower, and, assuming the due execution and delivery by the Lenders,
constitutes, and each other Loan Document to which any Loan Party is a party, when executed and
delivered by such Loan Party, will, assuming the due execution and delivery by the Lenders,
constitute, valid and binding obligations of the Borrower or such Loan Party (as the case may be),
enforceable against it in accordance with their respective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the
enforcement of creditors’ rights generally and by general principles of equity.




          Section 4.3. Governmental Approvals; No Conflicts. The execution, delivery and performance by
the Borrower of this Agreement, and by each Loan Party of the other Loan Documents to which it is a
party (a) do not require any consent or approval of, registration or filing with, or any action by,
any Governmental Authority, except those as have been obtained or made and are in full force and
effect, (b) will not violate any Requirements of Law applicable to the Borrower or any of its
Subsidiaries or any judgment, order or ruling of any Governmental Authority, (c) will not violate
or result in a default under any indenture, material agreement or other material instrument binding
on the Borrower or any of its Subsidiaries or any of its assets or give rise to a right thereunder
to require any payment to be made by the Borrower or any of its Subsidiaries and (d) will not
result in the creation or imposition of any Lien on any asset of the Borrower or any of its
Subsidiaries, except Liens (if any) created under the Loan Documents.




          Section 4.4. Financial Statements. The Borrower has furnished to each Lender the audited
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of July 31, 2005,
and the related consolidated statements of income and retained earnings and cash flows for the
Fiscal Year then ended prepared by Ernst & Young LLP. Such financial statements fairly present the

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consolidated financial condition of the Borrower and its Consolidated Subsidiaries as of such
dates and the consolidated results of operations for such periods in conformity with GAAP
consistently applied. Since July 31, 2005, there have been no changes with respect to the Borrower
and its Consolidated Subsidiaries which have had or would reasonably be expected to have, singly or
in the aggregate, a Material Adverse Effect.




          Section 4.5. Litigation and Environmental Matters.




          (a) Except for matters existing on the Closing Date and set forth on Schedule 4.5, no
litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is
pending against or, to the knowledge of the Borrower, threatened in writing against or affecting
the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination that would reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity
or enforceability of this Agreement or any other Loan Document.




          (b) Except for the matters set forth on Schedule 4.5 as of the Closing Date, neither
the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability, or (iv) knows of any basis for any
Environmental Liability, in each case where such failure to comply or such Environmental Liability
would reasonably be expected to result in a Material Adverse Effect.




          Section 4.6. Compliance with Laws and Agreements. The Borrower and each Subsidiary is in
compliance with (a) all Requirements of Law and all judgments, decrees and orders of any
Governmental Authority and (b) all indentures, agreements or other instruments binding upon it or
its properties, except where non-compliance, either singly or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.




          Section 4.7. Investment Company Act, Etc. Neither the Borrower nor any of its Subsidiaries is
(a) an “investment company” or is “controlled” by an “investment company”, as such terms are
defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, (b) a
“holding company” as defined in, or subject to regulation under, the Public Utility Holding Company
Act of 1935, as amended or (c) otherwise subject to any other regulatory scheme limiting its
ability to incur debt or requiring any approval or consent from or registration or filing with, any
Governmental Authority in connection therewith.




          Section 4.8. Taxes. The Borrower and its Subsidiaries and each other Person for whose Taxes
the Borrower or any Subsidiary would reasonably be expected to become liable have timely filed or
caused to be filed all Federal income tax returns and all other material tax returns that are
required to be filed by them, and have paid all material Taxes shown to be due and payable on such
returns or on any assessments made against it or its property and all other material Taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority, except where the
same are currently being contested in good faith by appropriate proceedings and for which the
Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in
accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its
Consolidated Subsidiaries in respect of such taxes are in the reasonable judgment of the Borrower
adequate, and the Borrower does not reasonably anticipate incurring tax liabilities materially in
excess of the amount so provided for the period to which such charges, accruals and reserves apply.




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          Section 4.9. Margin Regulations. Neither the Borrower nor its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying “margin stock.”




          Section 4.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is reasonably expected to
occur, would reasonably be expected to result in a Material Adverse Effect.




          Section 4.11. Ownership of Property.




          (a) As of the Closing Date, each of the Borrower and its Subsidiaries has good title to, or
valid leasehold interests in, all of its real and personal property material to the operation of
its business, including all such properties reflected in the most recent audited consolidated
balance sheet of the Borrower referred to in Section 4.4 (except as sold or otherwise
disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement. All leases that individually or in the aggregate are material to the business or
operations of the Borrower and its Subsidiaries, taken as a whole, are valid and existing and are
in full force.




          (b) Each of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the
right, to use, all Patents, Trademarks, service marks, trade names, Copyrights and other
intellectual property, and the use thereof by the Borrower and its Subsidiaries does not infringe
on the rights of any other Person, except for any such non-possession or infringement which would
not reasonably be expected to have a Material Adverse Effect.




          (c) The properties of the Borrower and its Subsidiaries are insured with financially sound and
reputable insurance companies which are not Affiliates of the Borrower, in such amounts with such
deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or any applicable
Subsidiary operates.




          Section 4.12. Disclosure. The Borrower has disclosed to the Lenders all agreements,
instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries
is subject, and all other matters known to any of them, that, individually or in the aggregate,
would reasonably be expected to result in a Material Adverse Effect. Neither the Information
Memorandum nor any of the reports (including without limitation all reports that the Borrower is
required to file with the Securities and Exchange Commission), financial statements, certificates
or other information furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation, closing or syndication of this Agreement or any other
Loan Document or otherwise submitted to the Administrative Agent, Collateral Agent, Issuing Bank or
the Lenders pursuant to or in connection with this Agreement (taken together with all other
information so furnished and as modified or supplemented by any other information so furnished)
contains any material misstatement of fact or omits to state, in each case as of the date
delivered, any material fact necessary to make the statements therein, taken as a whole, in light
of the circumstances under which they were made, not misleading; provided that, with
respect to projected financial information or other forward looking information, the Borrower
represents only that such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.




          Section 4.13. Labor Relations. There are no strikes, lockouts or other material labor
disputes or grievances against the Borrower or any of its Subsidiaries, or, to the Borrower’s
knowledge, threatened against or affecting the Borrower or any of its Subsidiaries, and no
significant unfair labor

63









 








practice, charges or grievances are pending against the Borrower or any of its Subsidiaries,
or to the Borrower’s knowledge, threatened against any of them before any Governmental Authority,
in each case, that would reasonably be expected to result in a Material Adverse Effect. All
payments due from the Borrower or any of its Subsidiaries pursuant to the provisions of any
collective bargaining agreement have been paid or accrued as a liability on the books of the
Borrower or any such Subsidiary, except where the failure to do so would not reasonably be expected
to have a Material Adverse Effect.




          Section 4.14. Subsidiaries. Schedule 4.14 sets forth the name of, the ownership
interest of the Borrower in, the jurisdiction of incorporation or formation of, and the type of,
each Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as of
the Closing Date.




          Section 4.15. Insolvency. After giving effect to the execution and delivery of the Loan
Documents, the making of the Loans under this Agreement, and the consummation of the Loans, neither
the Borrower and its Consolidated Subsidiaries, taken as a whole, nor any of the Loan Parties,
individually, will be “insolvent,” within the meaning of such term as defined in § 101 of Title 11
of the United States Code, as amended from time to time, or be unable to pay their respective debts
generally as such debts become due, or have an unreasonably small capital to engage in their
respective businesses or transaction, whether current or contemplated.




          Section 4.16. Subordination of Subordinated Debt; Senior Unsecured Notes.




          (a) This Agreement, and all amendments, modifications, extensions, restructurings,
refinancings and replacements hereof, constitute the “Senior Indebtedness” within the meaning of
the Subordinated Debt Documents related to the Senior Subordinated Notes; and the Revolving Loans
and all other Obligations of the Borrower to the Lenders and the Administrative Agent under this
Agreement, the Notes and all other Loan Documents, and all amendments, modifications, extensions,
restructurings, refinancings or replacements of any of the foregoing constitute “Senior
Indebtedness” of the Borrower within the meaning of the Subordinated Debt Documents related to the
Senior Subordinated Notes, and the holders thereof from time to time shall be entitled to all of
the rights of a holder of “Senior Indebtedness” pursuant to the Subordinated Debt Documents related
to the Senior Subordinated Notes.




          (b) This Agreement, and all amendments, modifications, extensions, renewals, refinancings and
refundings hereof, constitute the “Bank Credit Facilities” within the meaning of documents
governing the Senior Unsecured Notes.




ARTICLE V




AFFIRMATIVE COVENANTS




          The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any
Obligation remains unpaid or outstanding (other than any Obligation with respect to indemnification
which specifically survives the termination of this Agreement):




          Section 5.1. Financial Statements and Other Information. The Borrower will deliver to the
Administrative Agent and each Lender:




          (a) as soon as available and in any event within ninety (90) days after the end of each Fiscal
Year, a copy of the annual audited report for such Fiscal Year for the Borrower and its
Consolidated Subsidiaries, containing a consolidated balance sheet of the Borrower and its
Consolidated

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Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of
income, retained earnings and cash flows (together with all footnotes thereto) of the Borrower and
its Consolidated Subsidiaries for such Fiscal Year, setting forth in comparative form the figures
for the previous Fiscal Year, all in reasonable detail and with respect to such audited financial
statements, reported on by Ernst & Young LLP or other independent public accountants of nationally
recognized standing (without any qualification or exception) to the effect that such financial
statements present fairly in all material respects the financial condition and the results of
operations of the Borrower and its Consolidated Subsidiaries for such Fiscal Year on a consolidated
basis in accordance with GAAP and that the examination by such accountants in connection with such
consolidated financial statements has been made in accordance with auditing standards generally
accepted in the United States;




          (b) as soon as available and in any event within forty-five (45) days after the end of each
Fiscal Quarter, unaudited consolidated balance sheets of the Borrower and its Consolidated
Subsidiaries as of the end of such Fiscal Quarter and the related unaudited consolidated statements
of income and cash flows, of the Borrower and its Consolidated Subsidiaries for such Fiscal Quarter
and the then elapsed portion of such Fiscal Year, setting forth in each case in comparative form
the figures for the corresponding quarter and the corresponding portion of Borrower’s previous
Fiscal Year;




          (c) concurrently with the delivery of the financial statements referred to in clauses (a) and
(b) above, a Compliance Certificate signed by the chief financial officer of the Borrower;




          (d) concurrently with the delivery of the financial statements referred to in clause (a)
above, a certificate of the accounting firm that reported on such financial statements stating
whether they obtained any knowledge during the course of their examination of such financial
statements of any Default or Event of Default (which certificate may be limited to the extent
required by accounting rules or guidelines);




          (e) within 5 Business Days of the filing thereof, copies of all registration statements
(excluding the exhibits thereto and any registration statements on Form S-8 or its equivalent),
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which the
Borrower shall file with the Securities and Exchange Commission (or any Governmental Authority
substitute therefore) or any national securities exchange provided that any such
registration statements or reports shall be deemed delivered at the time such registration
statement or reports become available on EDGAR and the Borrower notifies the Administrative Agent
and the Lenders thereof;




          (f) within 15 days after the end of Fiscal Month, (i) a Borrowing Base Certificate as of the
end of the immediately preceding Fiscal Month setting forth the Eligible Accounts and Eligible
Inventory owned by the Borrower and a categorical breakdown (based on the definitions of Eligible
Accounts and the types of Eligible Inventory) of all Eligible Accounts and Eligible Inventory as of
such date and, so long as the Administrative Agent timely provides the Borrower with the applicable
Swap Termination Value, the Swap Termination Value for each of the Citizens Interest Rate Hedge
Agreement and the Tokyo Interest Rate Hedge Agreement, in each case as of the Business Day
immediately preceding delivery of such Borrowing Base Certificate, and (ii) an accounts receivable
aging report as of the end of the immediately preceding Fiscal Month;




          (g) upon the occurrence of a Bank Account Control Agreement Condition, no later than 11:00
a.m. on the first Business Day of each calendar week, written notice of the outstanding principal
amount under the Pari Passu Credit Facility as of the close of business on the last Business Day of
the immediately preceding calendar week; and




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          (h) promptly following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrower or any Subsidiary as the
Administrative Agent or any Lender may reasonably request.




          Section 5.2. Notices of Material Events. The Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the following:




          (a) the occurrence of any Default or Event of Default, or the receipt by Borrower or any of
its Subsidiaries of any written notice of an alleged default or event of default in respect of any
Material Indebtedness of the Borrower or any of its Subsidiaries;




          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or
any Subsidiary which, if adversely determined, would reasonably be expected to result in a Material
Adverse Effect;




          (c) the occurrence of any event or any other development by which the Borrower or any of its
Subsidiaries (i) fails to comply with any Environmental Law or to obtain, maintain or comply with
any permit, license or other approval required under any Environmental Law, (ii) becomes subject
to any Environmental Liability, (iii) receives notice of any claim with respect to any
Environmental Liability, or (iv) becomes aware of any basis for any Environmental Liability and in
each of the preceding clauses, which individually or in the aggregate, would reasonably be expected
to result in a Material Adverse Effect;




          (d) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that
have occurred, would reasonably be expected to result in a Material Adverse Effect; ; and




          (e) any other development that results in, or would reasonably be expected to result in, a
Material Adverse Effect.




          Each notice delivered under this Section shall be accompanied by a written statement of a
Responsible Officer setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.




          Section 5.3. Existence; Conduct of Business. The Borrower will, and will cause each of its
Subsidiaries (other than Monetization Subsidiaries) to, do or cause to be done all things necessary
to preserve, renew and maintain in full force and effect its legal existence and its respective
rights, licenses, permits, privileges, franchises, Patents, Copyrights, Trademarks and trade names
material to the conduct of the business of the Borrower and its Consolidated Subsidiaries, taken as
a whole; provided that nothing in this Section shall prohibit any merger, consolidation,
sale, lease transfer, disposition, liquidation or dissolution permitted under Section 7.3
or any Assets Sales permitted under Section 7.6




          Section 5.4. Compliance with Laws, Etc. The Borrower will, and will cause each of its
Subsidiaries to, comply with all Requirements of Law, including without limitation, all
Environmental Laws, ERISA and OSHA, except where the failure to do so, either individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect.




          Section 5.5. Payment of Obligations. The Borrower will, and will cause each of its
Subsidiaries to, pay and discharge, all of its obligations and liabilities (including without
limitation all tax

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liabilities and claims) in accordance with customary trade practices, except where (a) the
validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the
Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP or (c) the failure to pay or discharge such obligation or liability would not
reasonably be expected to result in a Material Adverse Effect.




          Section 5.6. Books and Records. The Borrower will, and will cause each of its Subsidiaries
to, keep proper books of record of dealings and transactions in relation to its business and
activities to the extent necessary to prepare the consolidated financial statements of Borrower in
conformity with GAAP.




          Section 5.7. Visitation, Inspection, Etc. (a) The Borrower will, and will cause each of its
Subsidiaries to, permit any representative of the Administrative Agent or any Lender, to visit and
inspect its properties, to examine its books and records and to make copies and take extracts
therefrom, and to discuss its affairs, finances and accounts with any of its officers and, in the
presence of an officer the Borrower, with its independent certified public accountants, all at such
reasonable times and as often as the Administrative Agent or any Lender may reasonably request at
reasonable intervals after reasonable prior notice to the Borrower; provided,
however, if an Event of Default has occurred and is continuing, no prior notice or
limitations on intervals shall be required; provided, further, that any failure of
the Borrower’s independent certified public accountants to agree to meet with the Administrative
Agent or any Lender shall not constitute a breach by the Borrower of this Section 5.7. The
Borrower shall be obligated to reimburse the Administrative Agent for its costs and expenses
incurred in connection with the exercise of the rights of the Administrative Agent under this
Section no more frequently than four (4) times per calendar year unless an Event of Default has
occurred and is continuing.




          (b) The Borrower will, and will cause each of its Subsidiaries (other than Monetization
Subsidiaries) to, deliver to the Lenders such field audits of all Inventory and Accounts of the
Loan Parties once annually and as the Required Lenders may reasonably request, all at reasonable
times and upon advance notice to the Borrower, all such field audits to be conducted by internal
auditors of the Administrative Agent or of nationally recognized standing, and in form and
substance, reasonably satisfactory to the Required Lenders; provided that so long as no
Event of Default has occurred and is continuing, in no event shall any such audit be conducted more
frequently than once during each Fiscal Quarter. The Borrower shall pay the reasonable fees and
expenses of such auditor as to which invoices have been furnished.




          Section 5.8. Maintenance of Properties; Insurance. Except for Asset Sales permitted by
Section 7.6, the Borrower will, and will cause each of its Subsidiaries (other than
Monetization Subsidiaries) to, (a) keep and maintain all property material to the conduct of the
business of the Borrower and its Subsidiaries, taken as a whole, in good working order and
condition, ordinary wear and tear excepted, (b) maintain with financially sound and reputable
insurance companies, insurance with respect to its properties and business, and the properties and
business of its Subsidiaries, against loss or damage of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar locations and (c) at
all times shall name Administrative Agent on behalf of the Lenders as additional insured on all
liability policies of the Borrower and its Subsidiaries that are material to the Borrower and its
Subsidiaries, taken as a whole.




          Section 5.9. Use of Proceeds and Letters of Credit. The Borrower will use the proceeds of all
Loans to consummate the Refinancing, for working capital needs, capital expenditures, Permitted
Bond Payments and for other general corporate purposes of the Borrower and its Subsidiaries. No
part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that

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would violate any rule or regulation of the Board of Governors of the Federal Reserve System,
including Regulations T, U or X. All Letters of Credit will be used for working capital needs and
other general corporate purposes.




          Section 5.10. Cash Management. (a) Except with respect to the deferred compensation accounts
listed on Schedule 5.10, which shall not be subject to the provisions of this Section
5.10 and shall not constitute Collateral, and except as set forth in Section 5.13 of
this Agreement, Borrower shall, and shall cause its Material Domestic Subsidiaries (other than
Monetization Subsidiaries) to:





     (i) establish and maintain all of their domestic deposit and disbursement bank
accounts (each, a “Bank Account”) with the Administrative Agent or with
other financial institutions reasonably acceptable to the Administrative Agent that
(together with the applicable Loan Party) have executed and delivered to the
Collateral Agent a Bank Account Control Agreement, in form and substance reasonably
acceptable to the Collateral Agent; each Bank Account shall be a cash collateral
account, with all cash, checks and other similar items of payment in such account
securing payment of the Obligations, and in which Borrower and each of its
Subsidiaries (other than Monetization Subsidiaries) shall have granted a Lien to the
Collateral Agent, on behalf of itself, the Administrative Agent, the Issuing Bank,
the Lenders, the lender under the Pari Passu Credit Facility, Citizens Bank of
Pennsylvania, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and any
counterparties to Hedging Transactions that are entered into to replace or refinance
either the Tokyo Interest Rate Hedge Agreement or the Citizens Interest Rate Hedge
Agreement (collectively, the “Blocked Accounts”);




     (ii) deposit promptly, and in any event no later than the first Business Day
after the date of receipt thereof, all cash, checks, drafts or other similar items
of payment relating to or constituting payments made in respect of any and all
Accounts and other Collateral into Blocked Accounts; and



          (b) Upon the occurrence of the Bank Account Control Agreement Condition, the Administrative
Agent shall give notice to any financial institution party to a Blocked Account that all funds
therein or deposited thereafter in such Blocked Account shall be disbursed only to, or as expressly
directed by, the Administrative Agent.




          Section 5.11. Additional Subsidiaries.




          (a) The Borrower shall notify the Administrative Agent and the Lenders, concurrently with
delivery of each Compliance Certificate, if during the Fiscal Quarter covered by such Compliance
Certificate (i) a Subsidiary is created or acquired that is a Material Domestic Subsidiary but not
a Subsidiary Loan Party or (ii) a Subsidiary becomes a Material Domestic Subsidiary that is not a
Subsidiary Loan Party. Within fifteen (15) days after the delivery of such Compliance Certificate,
the Borrower shall cause any such Material Domestic Subsidiary (x) to join the Subsidiary Guaranty
Agreement as a new Subsidiary Loan Party by executing and delivering to the Administrative Agent a
Subsidiary Guaranty Supplement, (y) to grant Liens in favor of the Collateral Agent by joining the
Security Agreement, executing and delivering a Copyright Security Agreement, Patent Security
Agreement and Trademark Security Agreement (as applicable) and executing and delivering such
instruments reasonably required by the Administrative Agent to perfect Liens in favor of the
Collateral Agent granted under any of the Loan Documents, and (z) to deliver all such other
documentation (including without limitation, lien searches, legal opinions, and certified
organizational documents) and to

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take all such other actions as such Material Domestic Subsidiary would have been required to
deliver and take pursuant to Section 3.1 if such Material Domestic Subsidiary had been a
Loan Party on the Closing Date.




          (b) The Borrower shall notify the Administrative Agent and the Lenders, concurrently with
delivery of each Compliance Certificate, if during the Fiscal Quarter covered by such Compliance
Certificate any event shall have occurred as a result of which at least 66% of the Capital Stock of
JLG International and 100% of all Capital Stock of any Material Domestic Subsidiary owned by the
Borrower or any of its Subsidiaries are not pledged to the Collateral Agent pursuant to the
Domestic Pledge Agreement. Within fifteen (15) days after the delivery of such Compliance
Certificate, the Borrower shall, and shall cause its Subsidiaries (other than any Monetization
Subsidiaries) owning the Capital Stock of such Material Domestic Subsidiary, to pledge to the
Collateral Agent as security for the Obligations such Capital Stock of such Material Domestic
Subsidiary by (i) executing and delivering a supplement to the Domestic Pledge Agreement, in form
and substance reasonably satisfactory to the Collateral Agent, (ii) delivering (if any) the
original stock certificates evidencing such additional Capital Stock to the Collateral Agent,
together with appropriate stock powers executed in blank and (iii) delivering such other
documentation (including without limitation, legal opinions, and certified organizational
documents) and taking all such other actions that would have been required pursuant to Section
3.1 if such Capital Stock had been pledged pursuant to the Domestic Pledge Agreement on the
Closing Date.




          (c) The Borrower shall notify the Administrative Agent and the Lenders, concurrently with the
delivery of each Compliance Certificate, if during the Fiscal Quarter covered by such Compliance
Certificate any event shall have occurred as a result of which at least 66% of the Capital Stock of
any Material First-Tier Foreign Subsidiary owned by the Borrower or any of its Subsidiaries is not
pledged to the Collateral Agent pursuant to a Pledge Agreement. Within sixty (60) days after the
delivery of such Compliance Certificate, the Borrower shall, and shall cause its Subsidiaries
owning the Capital Stock of such Material First-Tier Foreign Subsidiary, to pledge to the
Collateral Agent as security for the Obligations such Capital Stock of such Material First-Tier
Foreign Subsidiary by (i) executing and delivering a Pledge Agreement, in form and substance
reasonably satisfactory to the Collateral Agent, (ii) delivering (if any) the original stock
certificates evidencing such additional Capital Stock to the Collateral Agent, together with
appropriate stock powers or similar instruments of transfer executed in blank and (iii) delivering
such other documentation (including without limitation, lien searches, legal opinions, and
certified organizational documents) and taking all such other actions that would have been required
pursuant to Section 3.1 if such Capital Stock had been pledged pursuant to a Pledge
Agreement on the Closing Date provided that in no event shall the Borrower or any
Subsidiary be required to pledge any Capital Stock of a Material Foreign Subsidiary if (x) a
Responsible Officer shall have delivered a certificate to the Administrative Agent certifying that
the Borrower has determined, on the basis of reasonable inquiries in the jurisdiction of such
Material Foreign Subsidiary, that such pledge would affect materially and adversely the ability of
such Material Foreign Subsidiary to conduct its business in such jurisdiction or (y) such pledge
would be contrary to the applicable law of such jurisdiction.




          (d) All actions to be taken pursuant to this Section 5.11 shall be at the expense of
the Borrower or the applicable Loan Party, and shall be taken to the reasonable satisfaction of the
Administrative Agent.




          Section 5.12. Further Assurances. The Borrower will, and will cause each of its Subsidiaries
to, make, execute, endorse, acknowledge and deliver agreements, instruments or documents, and take
any and all such actions, as may from time to time be reasonably requested by the Administrative
Agent to perfect and maintain the validity and priority of the Liens granted pursuant to the

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Collateral Documents to the extent required therein and to effect, confirm or further assure
or protect the interests, rights and remedies of the Administrative Agent and the Lenders under
this Agreement and the other Loan Documents.




          Section 5.13. Post-Closing Requirements. The Borrower will, and will cause each of its
Subsidiaries to do the following, no later than forty-five (45) days after the Closing Date:




          (a) either (i) deliver to the Collateral Agent a Bank Account Control Agreement or an Amended
and Restated Bank Account Control Agreement, as applicable (in each case in form and substance
reasonably satisfactory to the Collateral Agent) with respect to each of the accounts listed on
Part A of Schedule 5.13 or (ii) close all such accounts for which Bank Account Control
Agreements or Amended and Restated Bank Account Control Agreements are not obtained; and




          (b) either (i) deliver to the Collateral Agent an Investment Control Agreement (in form and
substance reasonably satisfactory to the Collateral Agent) with respect to each of the accounts
listed on Part B of Schedule 5.13 or (ii) close all such accounts for which Investment
Control Agreements are not obtained.




ARTICLE VI




FINANCIAL COVENANTS-




          Section 6.1. Fixed Charge Coverage Ratio. If, on any date, (i) the Borrowing Availability
Percentage is less than 15% or (ii) within the ninety (90) day period following a Permitted Bond
Payment, the Borrowing Availability Percentage is less than forty percent (40%), then the Borrower
will maintain, as of the last day of such Fiscal Month in which either (i) or (ii) occurs and as of
the last day of each Fiscal Month thereafter, a Fixed Charge Coverage Ratio of not less than 1.10
to 1.0; provided, that the requirement to maintain such Fixed Charge Coverage Ratio shall
cease ninety (90) days after the date on which the condition giving rise to the obligation under
this Section 6.1 has ceased to exist.




ARTICLE VII




NEGATIVE COVENANTS




          The Borrower covenants and agrees that so long as any Lender has a Commitment hereunder or any
Obligation remains outstanding (other than any Obligation with respect to indemnification which
specifically survives the termination of this Agreement):




          Section 7.1. Indebtedness; Preferred Equity. The Borrower will not, and will not permit any
of its Subsidiaries (other than Monetization Subsidiaries) to, create, incur, assume or suffer to
exist any Indebtedness, except:




          (a) Indebtedness created pursuant to the Loan Documents;




          (b) Indebtedness incurred under the Pari Passu Credit Facility in an aggregate principal
amount not to exceed $25,000,000;




          (c) Indebtedness incurred in connection with the issuance of industrial revenue development
bonds or similar instruments in an aggregate principal amount not to exceed $20,000,000 at any time
outstanding;




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          (d) the Senior Unsecured Notes in an aggregate principal amount not to exceed $125,000,000,
the Senior Subordinated Notes in an aggregate principal amount not to exceed $175,000,000 and
Guarantees of such Senior Unsecured Notes and such Senior Subordinated Notes existing on the date
hereof;




          (e) Indebtedness incurred in connection with Permitted MOSAs;




          (f) Indebtedness incurred by Foreign Subsidiaries to finance the international operations of
the Borrower and its Subsidiaries in an aggregate principal amount
not to exceed €15,000,000 at
any time outstanding;




          (g) Indebtedness incurred in connection with Monetization Transactions entered into in the
ordinary course of business by the Borrower or any of its Subsidiaries (including any Monetization
Subsidiaries);




          (h) other Indebtedness of the Borrower and its Subsidiaries existing (or incurred pursuant to
commitments to lend existing) on the date hereof and set forth on Schedule 7.1 and
extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase
the outstanding principal amount thereof, (immediately prior to giving effect to such extension,
renewal or replacement) or shorten the maturity or the weighted average life thereof;




          (i) (i) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including Capital Lease Obligations,
(ii) any Indebtedness assumed in connection with the acquisition of any such assets or secured by a
Lien on any such assets prior to the acquisition thereof, or extensions, renewals, refinancings and
replacements of any such Indebtedness that do not increase the outstanding principal amount thereof
(immediately prior to giving effect to such extension, renewal or replacement) or shorten the
maturity or the weighted average life thereof; provided that such Indebtedness is incurred
prior to or within one hundred eighty (180) days after such acquisition or the completion of such
construction or improvements; and (iii) operating leases; provided, further, that the
aggregate principal amount of Indebtedness described in clauses (i) and (ii), plus the Operating
Lease Value of the operating leases, does not exceed, in the aggregate, 20% of Consolidated
Tangible Net Worth;




          (j) Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary owing to the
Borrower or any other Subsidiary; provided that any such Indebtedness that constitutes
Investments by any Loan Party in any Subsidiary that is not a Subsidiary Loan Party shall be
subject to Section 7.4;




          (k) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of the Borrower or any other Subsidiary; provided that Guarantees by any Loan
Party of Indebtedness of any Subsidiary that is not a Subsidiary Loan Party shall be subject to
Section 7.4;




          (l) Indebtedness of any Person which becomes a Subsidiary after the date of this Agreement and
Indebtedness assumed in connection with any asset acquisition by the Borrower or any Subsidiary
permitted under Section 7.4; provided that (i) such Indebtedness exists at the time
that such Person becomes a Subsidiary or such asset is acquired and is not created in contemplation
of or in connection with such Person becoming a Subsidiary, and (ii) the aggregate principal amount
of such Indebtedness permitted hereunder shall not exceed $100,000,000 outstanding at any time;




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          (m) other Indebtedness in an aggregate principal amount not to exceed $100,000,000 outstanding
at any time;




          (n) Capital Leases and operating leases incurred in connection with sale/leaseback
transactions permitted by Section 7.9; and




          (o) Indebtedness arising from the honoring by a bank or other financial institution of a
check, draft or similar instrument presented by the Borrower or any Subsidiary against insufficient
funds (including in the case of daylight drafts so long as such overdrafts are paid in full by the
close of business on the day such overdraft was incurred) in the ordinary course of business;
provided that such Indebtedness (other than overdrafts occurring as a result of daylight
drafts) is paid in full by the close of business on the Business Day immediately following the day
such Indebtedness was incurred;




Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or other
preferred equity interests that (a) matures or is mandatorily redeemable or subject to mandatory
repurchase pursuant to a sinking fund obligation at the option of the holder or otherwise, in whole
or in part, except upon a Change in Control or other event of mandatory redemption;
provided that the terms of any such preferred stock or other preferred equity interests
provide, or offering documents pursuant to which any such preferred stock or other preferred equity
interests disclose, that the holders thereof are not entitled to receive any payments as a result
of such redemption, or to exercise any remedies with respect thereto, until all Obligations, and
any and all Indebtedness that extends, renews, refinances or replaces the Obligations, have been
paid in full in cash or (b) is convertible or exchangeable at the option of the holder thereof for
Indebtedness or any preferred equity interests of the type described in clause (a) of this
paragraph, on or prior to, in the case of clause (a) or (b), six months after the Revolving
Commitment Termination Date.




          Section 7.2. Negative Pledge. The Borrower will not, and will not permit any of its
Subsidiaries (other than Monetization Subsidiaries) to, create, incur, assume or suffer to exist
any Lien on any of its assets or property now owned or hereafter acquired, except:




          (a) Liens created in favor of the Collateral Agent for the benefit of (i) the Lenders pursuant
to the Collateral Documents, (ii) the lender providing the Pari Passu Credit Facility, (iii) The
Bank of Tokyo-Mitsubishi, Ltd., New York Branch, and Citizens Bank of Pennsylvania and any
counterparties to Hedging Transactions (each, a “Hedging Obligation Counterparty”) that are entered
into to replace or refinance either the Tokyo Swap Transaction or the Citizens Swap Transaction so
long (x) as each of the Collateral Agent, the lender providing the Pari Passu Credit Facility, and
any Hedging Obligation Counterparty is a party to the Intercreditor Agreement; (y) the notional
amount under the Tokyo Swap Transaction shall not exceed $62,500,000 and (z) the notional amount
under the Citizens Swap Transaction shall not exceed $70,000,000 and (iv) any Hedging Obligation
Counterparty in respect of Hedging Transactions that are entered into in connection with any
financings permitted by clauses (a), (l) or (m) of Section 7.1 (“Permitted Hedging
Transactions”) so long as such Hedging Obligation Counterparty is a party to the Intercreditor
Agreement; provided that any Hedging Obligation Counterparty in whose favor a Lien is
created and that is not a Lender must be satisfactory to the Administrative Agent in its reasonable
discretion;




          (b) Liens securing the Indebtedness permitted under Section 7.1(c) to the extent any
such Lien extends only to the property financed with the Indebtedness secured by such Lien and
property reasonably related thereto;




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          (c) Liens on assets of Foreign Subsidiaries securing the Indebtedness permitted to be incurred
by Foreign Subsidiaries under Section 7.1(f);




          (d) Liens on Monetization Assets incurred in connection with Monetization Transactions
permitted under Section 7.1(g);




          (e) Permitted Encumbrances;




          (f) any Liens on any property or asset of the Borrower or any Subsidiary existing on the
Closing Date set forth on Schedule 7.2; provided that such Lien does not extend to
any other property or asset of the Borrower or any Subsidiary;




          (g) purchase money Liens on any fixed or capital assets and assets reasonably related thereto
to secure the purchase price or the cost of the acquisition, construction or improvement of such
fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the
acquisition, construction or improvement of such fixed or capital assets (including Liens securing
any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted
by Section 7.1(i), (ii) such Lien attaches to such assets and assets reasonably related
thereto concurrently or within one hundred eighty (180) days after the acquisition, improvement or
completion of the construction thereof; and (iii) such Lien does not extend to any other assets,
other than assets reasonably related thereto;




          (h) any Lien (i) existing on any asset of any Person at the time such Person becomes a
Subsidiary of the Borrower, (ii) existing on any asset of any Person at the time such Person is
merged with or into the Borrower or any Subsidiary of the Borrower or (iii) existing on any asset
prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower;
provided that any such Lien was not created in contemplation of any of the foregoing and
any such Lien secures only those obligations which it secures on the date that such Person becomes
a Subsidiary or the date of such merger or the date of such acquisition; and




          (i) any Liens created in connection with sale/leaseback transactions permitted under
Section 7.9;




          (j) Liens securing extensions, renewals, refinancings, or replacements of any Indebtedness or
other obligation referred to in paragraphs (a) through (i) of this Section; provided that
(i) the principal amount of the Indebtedness or other obligation secured thereby is not greater
than the amount secured by such Liens when such Indebtedness or other obligation was incurred by
the Borrower or any such Subsidiary and (ii) any such extension, renewal, refinancing or
replacement is limited to the assets originally encumbered thereby.




          Section 7.3. Fundamental Changes.




          (a) The Borrower will not, and will not permit any Subsidiary (other than any Monetization
Subsidiary) to, merge into or consolidate with any other Person, or permit any other Person to
merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single
transaction or a series of transactions) all or substantially all of its assets (in each case,
whether now owned or hereafter acquired) or all or substantially all of the stock of any of its
Subsidiaries (other than Monetization Subsidiaries) (in each case, whether now owned or hereafter
acquired) or liquidate or dissolve; provided that, if, at the time thereof and immediately
after giving effect thereto, no Default or Event of Default shall have occurred and be continuing,
(i) the Borrower or any Subsidiary may merge into or consolidate with a Person if the Borrower (or
such Subsidiary if the Borrower is not a party to

73









 








such merger) is the surviving Person, (ii) any Subsidiary may merge into or consolidate with
another Subsidiary; provided that if, any party to such merger or consolidation is a
Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person; provided,
further, that notwithstanding the foregoing, any Subsidiary Loan Party may merge into or
consolidate with any other Subsidiary Loan Party, (iii) any Subsidiary may sell, transfer, lease or
otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan
Party, (iv) the Borrower and its Subsidiaries may make Asset Sales permitted in Section
7.6, (v) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the
Borrower determines in good faith that such liquidation or dissolution is in the best interests of
the Borrower and is not materially disadvantageous to the Lenders, and (vi) any Subsidiary that is
not a Subsidiary Loan Party may merge into the Person such Subsidiary was formed to acquire or may
sell, transfer, lease or otherwise dispose of all or substantially all of its assts to any other
Subsidiary that is not a Subsidiary Loan Party; provided that any such merger involving a
Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be
permitted unless also permitted by Section 7.4.




          (b) The Borrower will not, and will not permit any of its Subsidiaries (other than
Monetization Subsidiaries) to, engage in any business other than businesses reasonably similar to
the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto.




          Section 7.4. Investments, Loans, Etc. The Borrower will not, and will not permit any of its
Subsidiaries (other than Monetization Subsidiaries) to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such
merger), any Capital Stock of any Person, evidence of Indebtedness or other securities (including
any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist
any loans or advances to, Guarantee any obligations of, or make or permit to exist any other
investment or any other interest in, any other Person, or purchase or otherwise acquire (in one
transaction or a series of transactions) any assets of any other Person that constitute a business
unit (all of the foregoing being collectively called “Investments”), except:




          (a) Investments (other than Permitted Investments) existing or contemplated on the date hereof
and set forth on Schedule 7.4 (including Investments in Subsidiaries);




          (b) Permitted Investments subject to Investment Control Agreements or Bank Account Control
Agreements in favor of the Collateral Agent, on behalf of itself, and the Lenders, the lender under
the Pari Passu Credit Facility, Citizens Bank of Pennsylvania, The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch and any counterparties to (i) Permitted Hedging Transactions or (ii) Hedging
Transactions that are entered into to replace or refinance either the Tokyo Interest Rate Hedge
Agreement, the Citizens Interest Rate Hedge Agreement or any Permitted Hedging Transaction or
otherwise subject to a perfected security interest in favor of the Collateral Agent, on behalf of
itself, and the Lenders, the lender under the Pari Passu Credit Facility, Citizens Bank of
Pennsylvania, The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and any counterparties to (i)
Permitted Hedging Transactions or (ii) Hedging Transactions that are entered into to replace or
refinance either the Tokyo Interest Rate Hedge Agreement, the Citizens Interest Rate Hedge
Agreement or any Permitted Hedging Transaction that has the highest priority that can be obtained
by perfecting such security interest under the UCC;




          (c) Guarantees constituting Indebtedness permitted by Section 7.1; provided
that the aggregate amount of such Guarantees of Foreign Subsidiary Indebtedness shall be subject to
the limitations set forth in clause (d) of this Section 7.4;




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          (d) (i) non-cash Investments made by the Borrower in any Foreign Subsidiary in the form of
sales to such Foreign Subsidiary of Inventory on credit terms in the ordinary course of business
which are evidenced by intercompany receivables or credit balances; (ii) Investments made by the
Borrower in any Foreign Subsidiary (x) to finance capital expenditures or acquisitions, (y) to pay
at maturity or refinance any Indebtedness of such Foreign Subsidiary or (z) in the form of
Guarantees of any Indebtedness of such Foreign Subsidiary, in an aggregate amount for all such
Investments not to exceed $25,000,000 per Fiscal Year and (iii) other Investments in the form of
Guarantees of Indebtedness permitted by Section 7.1(f);




          (e) other Investments made by the Borrower in any Subsidiary Loan Party and by any Subsidiary
Loan Party in the Borrower or in another Subsidiary Loan Party;




          (f) Loans or advances to employees, officers or directors of the Borrower or any Subsidiary in
the ordinary course of business, including, without limitation, for travel, relocation and related
expenses; provided, however, that the aggregate outstanding amount of all such
loans and advances does not exceed $10,000,000 at any time;




          (g) Investments in connection with Monetization Transactions and Customer Financings entered
into in the ordinary course of business;




          (h) [Intentionally omitted];




          (i) Investments permitted by clauses (ii) through (vi) of Section 7.3;




          (j) extensions of trade credit in the ordinary course of business;




          (k) Investments received as a result of the bankruptcy or reorganization of any Person or
taken in settlement of or other resolution of claims or disputes, and, in each case, extensions,
renewals, refinancings and replacements thereof;




          (l) Investments by the Borrower or any Subsidiary as a result of non-cash (excluding cash
equivalents) consideration for Asset Sales permitted under Section 7.6; provided
that, if such Asset Sale is for consideration in excess of $50,000,000 in the aggregate, the
non-cash (excluding cash equivalents) consideration for each such Asset Sale shall not exceed 25%
of the total consideration paid in connection with such Asset Sale;




          (m) negotiable instruments held for collection or utility, workers’ compensation, performance
and other similar deposits in the ordinary course of business; and




          (n) (i) any other Investments if, immediately prior to each such Investment and immediately
after giving pro forma effect to such Investment, the Borrowing Availability Percentage would be at
least forty percent (40%) and (ii) other Investments which in the aggregate do not exceed
$20,000,000 in any Fiscal Year if immediately prior to each such Investment, and immediately after
giving pro forma effect to such Investment, the Borrowing Availability Percentage would be at least
fifteen percent (15%) but less than forty percent (40%).




          Section 7.5. Restricted Payments. The Borrower will not, and will not permit its Subsidiaries
(other than Monetization Subsidiaries) to, declare or make, or agree to pay or make, directly or
indirectly, any dividend on any class of its Capital Stock, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement,
defeasance or

75









 








other acquisition of, any shares of its Capital Stock or Indebtedness subordinated to the
Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to
purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a
“Restricted Payment”), except for (a) dividends payable by the Borrower solely in shares of
any class of its common stock, (b) Restricted Payments made by any Subsidiary Loan Party to the
Borrower or to another Subsidiary Loan Party, (c) in the absence of a Default or an Event of
Default, the payment of regular cash dividends in accordance with reasonable business practice in
the good faith judgment of the board of directors of the Borrower, (d) distributions of Capital
Stock (subject to compliance with the last paragraph of Section 7.1) upon the exercise of
the “Rights” as defined in the Rights Agreement, dated as of May 24, 2000, between the Borrower and
American Stock Transfer and Trust Company, as it may be amended, supplemented or otherwise modified
from time to time and (e) Bond Payments; provided that with respect to Bond Payments made
pursuant to this clause (e), (i) immediately after giving pro forma effect to any such Bond Payment
as though such Bond Payment had been made on the last Business Day of the Fiscal Month immediately
preceding delivery of the most recently delivered Borrowing Base Certificate pursuant to
Section 5.1(f), the Borrowing Availability Percentage would be at least forty percent (40%)
and (ii) immediately after giving effect to the Bond Payment, no Default or Event of Default shall
otherwise have occurred and be continuing.




          Section 7.6. Sale of Assets. The Borrower will not, and will not permit any of its
Subsidiaries (other than Monetization Subsidiaries) to, convey, sell, lease, assign, transfer or
otherwise dispose of, any of its assets, business or property, other than cash, cash equivalents
and Permitted Investments (each an “Asset Sale”), whether now owned or hereafter acquired,
or, in the case of any Subsidiary (other than a Monetization Subsidiary), issue or sell any shares
of such Subsidiary’s Capital Stock to any Person other than to the Borrower or a Subsidiary Loan
Party (or to qualify directors if required by applicable law), except:




          (a) Asset Sales for fair market value of obsolete or worn out property;




          (b) Asset Sales of inventory, licensing of intellectual property (so long as the
representation in Section 4.11(b) continues to be true), leases or sub-leases of excess
space in any of the Borrower’s or any Subsidiary’s owned or leased real property, and leases or
sales of equipment which constitute Customer Financings in the ordinary course of business;




          (c) Monetization Transactions entered into in the ordinary course of business;




          (d) (i) Asset Sales of assets or property not necessary for operations with sale proceeds not
to exceed $25,000,000 per Fiscal Year and (ii) Asset Sales of assets or property not necessary for
operations and constituting a single transaction or series of related transactions with sale
proceeds of $5,000,000 or less;




          (e) other Asset Sales; provided that, immediately after giving pro forma effect to any
such Asset Sale, the Borrowing Availability Percentage would be at least forty percent (40%);




          (f) Asset Sales to the Borrower or any Subsidiary Loan Party;




          (g) Asset Sales described on Schedule 7.6; and




          (h) (i) transactions which may constitute Asset Sales and are permitted under Section
7.3 or (ii) transactions which may constitute Asset Sales and are permitted under Section
7.9.




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          Section 7.7. Transactions with Affiliates. The Borrower will not, and will not permit any of
its Subsidiaries (other than Monetization Subsidiaries) to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions (other than those expressly permitted hereunder) with,
any of its Affiliates, except (a) at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third
parties, and (b) transactions between or among the Borrower and any Subsidiary Loan Party not
involving any other Affiliates and transactions between or among Subsidiaries that are not
Subsidiary Loan Parties.




          Section 7.8. Restrictive Agreements. The Borrower will not, and will not permit any
Subsidiary (other than any Monetization Subsidiary) to, directly or indirectly, enter into any
agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower
or any Subsidiary to create, incur or permit any Lien upon any of its assets or properties, whether
now owned or hereafter acquired to secure the Obligations or any Indebtedness that extends, renews,
refinances or replaces the Obligations or (b) the ability of any Subsidiary to pay dividends or
other distributions with respect to its common stock, to make or repay loans or advances to the
Borrower or any other Subsidiary, or to Guarantee Indebtedness of the Borrower or any other
Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the
Borrower; provided that (i) the foregoing shall not apply to, prohibitions, restrictions or
conditions imposed by (A) law, (B) this Agreement or any other Loan Document, (C) the documents
governing the Pari Passu Credit Facility, so long as such documents permit the Borrower and its
Subsidiaries to create, incur or permit Liens securing the Obligations on the condition that the
Indebtedness under the Pari Passu Credit Facility is secured pari passu with the Obligations, and
the prohibitions, restrictions and conditions imposed therein are no more restrictive than those
contained herein, (D) the Subordinated Debt Documents and the documents relating to the Senior
Unsecured Notes as in effect on the Closing Date, and (E) agreements governing Indebtedness
permitted under Section 7.1 to the extent incurred by Foreign Subsidiaries, (ii) the
foregoing shall not apply to customary prohibitions, restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
prohibitions, restrictions and conditions apply only to the Subsidiary that is sold and such sale
is permitted hereunder, (iii) clause (a) shall not apply to prohibitions, restrictions or
conditions imposed by any Capital Leases or operating leases entered into in connection with sale
and leaseback transactions permitted by Section 7.9 and any agreement relating to secured
Indebtedness permitted by this Agreement if such prohibitions, restrictions and conditions apply
only to the property or assets leased under such Capital Lease or operating lease or securing
Indebtedness or assets reasonably related thereto, and (iv) clause (a) shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.




          Section 7.9. Sale and Leaseback Transactions. The Borrower will not, and will not permit any
of the Subsidiaries (other than Monetization Subsidiaries) to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in
its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property
or other property that it intends to use for substantially the same purpose or purposes as the
property sold or transferred, except that the Borrower and its Subsidiaries may engage in any such
transaction or transactions in respect of which the aggregate Operating Lease Value and Capital
Lease Obligations outstanding at any time is not more than $50,000,000.




          Section 7.10. Hedging Transactions. The Borrower will not, and will not permit any of the
Subsidiaries (other than Monetization Subsidiaries) to, enter into any Hedging Transaction, other
than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the
management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a
Hedging Transaction

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entered into for speculative purposes or of a speculative nature (which shall be deemed to
include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may
become obliged to make any payment (a) in connection with the purchase by any third party of any
common stock or any Indebtedness or (b) as a result of changes in the market value of any common
stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of
business to hedge or mitigate risks.




          Section 7.11. Payment of and Amendments to Senior Unsecured Notes and Subordinated Debt.




          (a) The Borrower will not, and will not permit any of its Subsidiaries to (i) prepay, redeem,
repurchase or otherwise acquire for value the Senior Unsecured Notes or any Subordinated Debt, or
(ii) make any principal, interest or other payments on any Subordinated Debt that is not expressly
permitted by the subordination provisions of the Subordinated Debt Documents, unless otherwise
permitted pursuant to Section 7.5 hereof.




          (b) The Borrower will not, and will not permit any of its Subsidiaries to, agree to or permit
any amendment, modification or waiver of any provision of the documents relating to the Senior
Unsecured Notes or any Subordinated Debt Document if the effect of such amendment, modification or
waiver is to (i) increase the interest rate on the Senior Unsecured Notes or the Subordinated Debt
or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii)
alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and
events of default in a manner that would make such provisions materially more onerous or
restrictive to the Borrower or any such Subsidiary; or (iv) otherwise increase the obligations of
the Borrower or any Subsidiary in respect of the Senior Unsecured Notes or the Subordinated Debt or
confer additional rights upon the holders thereof which individually or in the aggregate would be
materially adverse to the Borrower or any of its Subsidiaries or adverse to the Administrative
Agent or the Lenders.




          Section 7.12. Accounting Changes; Fiscal Year. The Borrower will not, and will not permit any
of its Subsidiaries to, make any significant change in accounting treatment or reporting practices,
except as required or permitted by GAAP, or change the Fiscal Year of the Borrower or of any of its
Subsidiaries, except to change the Fiscal Year of a Subsidiary to conform its Fiscal Year to that
of the Borrower and except that the Borrower and its Subsidiaries may change their Fiscal Year to
an October 31 year-end.




ARTICLE VIII




EVENTS OF DEFAULT




          Section 8.1. Events of Default. If any of the following events (each an “Event of
Default”) shall occur:




          (a) the Borrower shall fail to pay any principal of any Loan or of any reimbursement
obligation with respect to any LC Disbursement when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment or otherwise; or




          (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount payable under clause (a) of this Section 8.1) payable under this
Agreement or any other Loan Document, when and as the same shall become due and payable, and such
failure shall continue unremedied for a period of three (3) Business Days; or




78









 








          (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any
Subsidiary in this Agreement or any other Loan Document (including the Schedules attached thereto)
shall prove to be incorrect in any material respect when made or deemed made; or




          (d) the Borrower shall fail to observe or perform any covenant or agreement contained in
Sections 5.2, 5.3 (with respect to the Borrower’s existence) or Articles VI or VII;
or




          (e) any Loan Party shall fail to observe or perform any covenant or agreement contained in
this Agreement (other than those referred to in clauses (a), (b) and (d) above) or any other Loan
Document, and such failure shall remain unremedied for thirty (30) days after the earlier of (i)
any Responsible Officer of the Borrower becoming aware of such failure, or (ii) notice thereof
having been given to the Borrower by the Administrative Agent or any Lender; or




          (f) any default or event of default shall have occurred and be continuing under the
Subordinated Debt Documents (after the expiration of any applicable grace period) or the validity
or enforceability of any subordination provision of any Subordinated Debt Document is disaffirmed
by or on behalf of any subordinated lender party thereto, or any Obligations fail to constitute
“Senior Indebtedness” for purposes of the applicable Subordinated Debt Document, or all or any part
of the Subordinated Debt is accelerated, is declared to be due and payable or is required to be
prepaid or redeemed, in each case prior to the stated maturity thereof;




          (g) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other
surety) shall fail to pay any principal of, or premium or interest on, any Material Indebtedness
that is outstanding, when and as the same shall become due and payable (whether at scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue
without a written waiver after the applicable grace period, if any, specified in the agreement or
instrument evidencing or governing such Indebtedness; or any other event shall occur or condition
shall exist under any agreement or instrument relating to such Material Indebtedness and shall
continue without a written waiver after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate, or permit the
acceleration of, the maturity of such Material Indebtedness; or any such Material Indebtedness
shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a
regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case
prior to the stated maturity thereof; provided that this clause (g) shall not apply to
secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets securing such Indebtedness in accordance with the terms and conditions of this Agreement
so long as such Indebtedness is immediately paid when due; provided, further, no
Default or Event of Default shall be deemed to have occurred hereunder if the Borrower is unable,
due to applicable law restricting investments in a Foreign Subsidiary, to make an investment in
such Foreign Subsidiary to fund the repayment of such Material Indebtedness (the “Defaulted
Material Foreign Indebtedness”), until five (5) Business Days after an Event of Default would
otherwise have occurred under this clause (g) (the “Material Foreign Indebtedness Cure
Period”);




          (h) the Borrower, any Material Domestic Subsidiary or any Material Foreign Subsidiary shall
(i) commence a voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a custodian, trustee,
receiver, liquidator or other similar official of it or any substantial part of its property, (ii)
consent to the institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the
appointment of a custodian, trustee, receiver, liquidator or

79









 








other similar official for the Borrower or any such Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a petition filed against it
in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take
any action for the purpose of effecting any of the foregoing; or




          (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material
Domestic Subsidiary or any Material First-Tier Foreign Subsidiary or its debts, or any substantial
part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar
law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver,
liquidator or other similar official for the Borrower or any Material Domestic Subsidiary or any
Material First-Tier Foreign Subsidiary or for a substantial part of its assets, and in any such
case, such proceeding or petition shall remain undismissed, unstayed or unbonded for a period of
sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;




          (j) the Borrower or Material Domestic Subsidiary or any Material First-Tier Foreign Subsidiary
shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its
debts generally as they become due; or




          (k) an ERISA Event shall have occurred that when taken together with other ERISA Events that
have occurred, would reasonably be expected to result in liability to the Borrower and the
Subsidiaries in an aggregate amount exceeding $5,000,000; or




          (l) any judgment or order for the payment of money in excess of $10,000,000 in the aggregate
shall be rendered against the Borrower or any Subsidiary, (other than a Monetization Subsidiary)
and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment
or order or (ii) there shall be a period of thirty (30) consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; or




          (m) any non-monetary judgment or order shall be rendered against the Borrower or any
Subsidiary that would reasonably be expected to have a Material Adverse Effect, and there shall be
a period of thirty (30) consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or




          (n) a Change in Control shall occur or exist; or




          (o) any material provision of any Subsidiary Guaranty Agreement shall for any reason cease to
be valid and binding on, or enforceable against, any Loan Party, or any Loan Party shall so state
in writing, or any Loan Party shall seek to terminate its Subsidiary Guaranty Agreement; or




          (p) Liens created under the Collateral Documents shall not be valid and perfected Liens (other
than by failure of the Administrative Agent or the Collateral Agent to take any action) on a
material portion of the Collateral; or




          (q) any “Event of Default” as defined in any Loan Document has occurred and is continuing;



then, and in every such event (other than an event with respect to the Borrower described in clause
(g) or (h) of this Section) and at any time thereafter during the continuance of such event, the
Administrative


80









 






Agent or Collateral Agent may, and upon the written request of the Required Lenders shall, by
notice to the Borrower, take any or all of the following actions, at the same or different times:
(i) terminate the Commitments, whereupon the Commitment of each Lender shall terminate immediately,
(ii) declare the principal of and any accrued interest on the Loans, and all other Obligations
owing hereunder, to be, whereupon the same shall become, due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower, (iii) exercise all remedies contained in any other Loan Document, and (iv) exercise any
other remedies available at law or in equity; and that, if an Event of Default specified in either
clause (g) or (h) shall occur, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon, and all fees, and all other
Obligations shall automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.




          Section 8.2. Application of Proceeds After Acceleration or Maturity. Subject to Section
3.2 of the Intercreditor Agreement and notwithstanding any other provisions of this Agreement,
after the earlier of (a) acceleration of the Obligations and (b) the Revolving Commitment
Termination Date, all amounts collected or received (including by way of set-off) by the Collateral
Agent, the Administrative Agent or any Lender through the exercise of any remedies on account of
amounts outstanding under any of the Loan Documents or in respect of the Collateral shall be paid
over or delivered as follows: first, to the fees, indemnities and reimbursable expenses of
the Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing Bank then due
and payable pursuant to any of the Loan Documents, until the same shall have been paid in full,
allocated pro rata in accordance with the respective unpaid fees, indemnities and expenses;
second, to the reimbursable expenses, if any, of the Lenders then due and payable pursuant
to any of the Loan Documents, until the same shall have been paid in full, allocated pro rata among
the Lenders based on their respective pro rata shares of the unpaid expenses; third, to
accrued and unpaid interest and fees due and payable to the Lenders under the terms of this
Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders based
on their respective pro rata shares of such unpaid interest and fees; fourth, to the
aggregate outstanding principal amount of the Loans and the LC Exposure incurred in connection with
this Agreement, until the same shall have been paid in full, allocated pro rata among the Lenders
based on their respective pro rata shares of the aggregate amount of such Loans and LC Exposure;
provided, however, that all amounts allocated to the contingent LC Exposure
pursuant to clause fourth shall be distributed to the Administrative Agent, rather than to
any Lenders, and held by the Administrative Agent in an account in the name of the Administrative
Agent for the benefit of the Issuing Bank and the Lenders as cash collateral for such contingent LC
Exposure, such account to be administered in accordance with Section 2.22(g); and
fifth, to all other amounts owing to the Lenders and their Affiliates pursuant to the terms
of this Agreement and the other Loan Documents, including without limitation, all indemnification
payments, pro rata based upon their respective shares of such amounts.




ARTICLE IX




THE ADMINISTRATIVE AGENT




          Section 9.1. Appointment of Administrative Agent.




          (a) Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes
it to take such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent under this Agreement and the other Loan Documents, together with all such
actions and powers that are reasonably incidental thereto. The Administrative Agent may perform
any of its duties hereunder or under the other Loan Documents by or through any one or more
sub-agents or

81









 








attorneys-in-fact appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent or attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions set forth in this
Article shall apply to any such sub-agent or attorney-in-fact and the Related Parties of the
Administrative Agent, any such sub-agent and any such attorney-in-fact and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Administrative Agent.




          (b) The Issuing Bank shall act on behalf of the Lenders with Revolving Commitments with
respect to any Letters of Credit issued by it and the documents associated therewith until such
time and except for so long as the Administrative Agent may agree at the request of the Required
Lenders to act for the Issuing Bank with respect thereto; provided that the Issuing Bank
shall have all the benefits and immunities (i) provided to the Administrative Agent in this Article
IX with respect to any acts taken or omissions suffered by the Issuing Bank in connection with
Letters of Credit issued by it or proposed to be issued by it and the application and agreements
for letters of credit pertaining to the Letters of Credit as fully as if the term “Administrative
Agent” as used in this Article IX included the Issuing Bank with respect to such acts or omissions
and (ii) as additionally provided in this Agreement with respect to the Issuing Bank.




          Section 9.2. Nature of Duties of Administrative Agent. The Administrative Agent shall not
have any duties or obligations except those expressly set forth in this Agreement and the other
Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or
an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except those
discretionary rights and powers expressly contemplated by the Loan Documents that the
Administrative Agent is required to exercise in writing by the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 10.2), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it, its
sub-agents or attorneys-in-fact with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall not be
deemed to have knowledge of any Default or Event of Default unless and until written notice thereof
(which notice shall include an express reference to such event being a “Default” or “Event of
Default” hereunder) is given to the Administrative Agent by the Borrower or any Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in Article III or
elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent. The Administrative Agent may consult with legal counsel
concerning all matters pertaining to such duties.




82









 








          Section 9.3. Lack of Reliance on the Administrative Agent. Each of the Lenders, the Swingline
Lender and the Issuing Bank acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
of the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related agreement or any
document furnished hereunder or thereunder.




          Section 9.4. Certain Rights of the Administrative Agent. If the Administrative Agent shall
request instructions from the Required Lenders with respect to any action or actions (including the
failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have received instructions from
such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever
against the Administrative Agent as a result of the Administrative Agent acting or refraining from
acting hereunder in accordance with the instructions of the Required Lenders where required by the
terms of this Agreement.




          Section 9.5. Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have
been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any
statement made to it orally or by telephone and believed by it to be made by the proper Person and
shall not incur any liability for relying thereon. The Administrative Agent may consult with legal
counsel, independent public accountants and other experts selected by it and shall not be liable
for any action taken or not taken by it in accordance with the advice of such counsel, accountants
or experts.




          Section 9.6. The Administrative Agent in its Individual Capacity. The bank serving as the
Administrative Agent shall have the same rights and powers under this Agreement and any other Loan
Document in its capacity as a Lender as any other Lender and may exercise or refrain from
exercising the same as though it were not the Administrative Agent; and the terms “Lenders”,
“Required Lenders”, “holders of Notes”, or any similar terms shall, unless the context clearly
otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting
as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if it were not the Administrative Agent hereunder.




          Section 9.7. Successor Administrative Agent.




          (a) Subject to the appointment and acceptance of a successor as provided below, the
Administrative Agent may resign at any time by giving notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a
successor Administrative Agent, subject to the approval by the Borrower provided that no Default or
Event of Default shall exist at such time. If no successor Administrative Agent shall have been so
appointed, and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent, which shall
be a commercial bank or commercial finance company organized under the laws of the United States of
America or any state

83









 








thereof or a bank which maintains an office in the United States, having a combined capital
and surplus of at least $500,000,000.




          (b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations under this
Agreement and the other Loan Documents. If within forty-five (45) days after written notice is
given of the retiring Administrative Agent’s resignation under this Section 9.7, no
successor Administrative Agent shall have been appointed and shall have accepted such appointment,
then on such forty-fifth (45th) day (i) the retiring Administrative Agent’s resignation shall
become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its
duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter
perform all duties of the retiring Administrative Agent under the Loan Documents until such time as
the Required Lenders appoint a successor Administrative Agent as provided above. After any
retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall
continue in effect for the benefit of such retiring Administrative Agent and its representatives
and agents in respect of any actions taken or not taken by any of them while it was serving as the
Administrative Agent.




          Section 9.8. Authorization to Execute other Loan Documents. Each Lender hereby authorizes the
Administrative Agent to execute on behalf of all Lenders all Loan Documents other than this
Agreement, including without limitation all Collateral Documents and the Intercreditor Agreement.




          Section 9.9. Appointment of Syndication Agent and Documentation Agent. The Lenders hereby
appoint Manufacturers and Traders Trust Company as Syndication Agent and appoint LaSalle Bank
Midwest National Association as Documentation Agent. Each Lender agrees that the Syndication Agent
and Documentation Agent shall have no duties or obligations under any Loan Documents to any Lender
or any Loan Party due to the use of such titles.




ARTICLE X




MISCELLANEOUS




          Section 10.1. Notices.




          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications to any party herein to be effective shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:




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	 	If to the Borrower:	 	 
	 
	 	 	 	 
	 

	 	 	 	JLG Industries, Inc.
	 

	 	 	 	1 JLG Drive
	 

	 	 	 	McConnellsburg, PA 17233-9533
	 

	 	 	 	Attention: James H. Woodward, Jr.
	 

	 	 	 	Executive Senior Vice President, Finance
	 

	 	 	 	and Chief Financial Officer
	 

	 	 	 	Telephone No.: (717) 485-5161
	 

	 	 	 	Telecopy No.: (717) 485-6462
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	Covington and Burling
	 

	 	 	 	1201 Pennsylvania Avenue, NW
	 

	 	 	 	Washington, DC 20004-2401
	 

	 	 	 	Attention: Andrew W. Jack, Esquire
	 

	 	 	 	Telephone No.: (202) 662-5232
	 

	 	 	 	Telecopy No.: (202) 662-6291
	 
	 	 	 	 
	 

	 	To the Administrative Agent:	 	 
	 
	 	 	 	 
	 

	 	 	 	SunTrust Bank
	 

	 	 	 	Agency Services
	 

	 	 	 	303 Peachtree Street, N. E./ 25th Floor
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Dorris Folsom
	 

	 	 	 	Telephone No.: (404) 532-0432
	 

	 	 	 	Telecopy No.: (404) 658-4906
	 
	 	 	 	 
	 

	 	 	 	With a copy to:
	 
	 	 	 	 
	 

	 	 	 	SunTrust Bank
	 

	 	 	 	303 Peachtree Street, N. E./ 2nd Floor
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: J. Haynes Gentry III
	 

	 	 	 	Telephone No.: (404) 588-1792
	 

	 	 	 	Telecopy No.: (404) 588-7061
	 
	 	 	 	 
	 

	 	 	 	and
	 
	 	 	 	 
	 

	 	 	 	Hunton & Williams LLP
	 

	 	 	 	600 Peachtree Street, N.E., Suite 4100
	 

	 	 	 	Atlanta, Georgia 30308-2216
	 

	 	 	 	Attention: Bruce W. Moorhead
	 

	 	 	 	Telecopy Number: (404) 888-4190






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	 	To the Issuing Bank:	 	 
	 
	 	 	 	 
	 

	 	 	 	SunTrust Bank
	 

	 	 	 	25 Park Place, N. E./Mail Code 3706
	 

	 	 	 	Atlanta, Georgia 30303
	 

	 	 	 	Attention: Jon Connelly
	 

	 	 	 	Telecopy Number: (404) 588-8129
	 
	 	 	 	 
	 

	 	To the Swingline Lender:	 	 
	 
	 	 	 	 
	 

	 	 	 	SunTrust Bank
	 

	 	 	 	Agency Services
	 

	 	 	 	303 Peachtree Street, N.E./ 25th Floor
	 

	 	 	 	Atlanta, Georgia 30308
	 

	 	 	 	Attention: Dorris Folsom
	 

	 	 	 	Telephone No.: (404) 532-0432
	 

	 	 	 	Telecopy No.: (404) 658-4906
	 
	 	 	 	 
	 

	 	To any other Lender:
	 	the address set forth on Annex I hereto or in
such Lender’s Assignment and Acceptance or New Lender Supplement, as
applicable, pursuant to which it became a Lender hereunder





Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All such notices and other communications shall
be presumed to be received by a party hereto (i) on the next Business Day if transmitted by a
recognized overnight delivery service, (ii) on the date of delivery if delivered by hand, or
transmitted in legible form by facsimile machine, and (iii) on the third Business Day after the
date sent by certified mail, return receipt requested; provided that notices delivered to
the Administrative Agent, the Issuing Bank or the Swingline Lender shall not be effective until
actually received by such Person at its address specified in this Section 10.1.




          (b) Any agreement of the Administrative Agent and the Lenders herein to receive certain
notices by telephone is solely for the convenience and at the request of the Borrower. The
Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person
purporting to be a Person authorized by the Borrower to give such notice and the Administrative
Agent and Lenders shall not have any liability to the Borrower or other Person on account of any
action taken or not taken by the Administrative Agent or the Lenders in reliance upon such
telephonic notice. The obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of the Administrative
Agent and the Lenders to receive written confirmation of any telephonic notice or the receipt by
the Administrative Agent and the Lenders of a confirmation which is at variance with the terms
understood by the Administrative Agent and the Lenders to be contained in any such telephonic
notice.




          Section 10.2. Waiver; Amendments.




          (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or any other Loan Document, and no course of dealing
between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power or any abandonment or
discontinuance of

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steps to enforce such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power hereunder or thereunder. The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any
provision of this Agreement or any other Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or
Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank
may have had notice or knowledge of such Default or Event of Default at the time.




          (b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor
consent to any departure by the Borrower therefrom, nor the release of any substantial portion of
the Collateral outside the ordinary course of business, shall in any event be effective unless the
same shall be in writing and signed by the Borrower and the Required Lenders or the Borrower and
the Administrative Agent with the consent of the Required Lenders and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given;
provided that no amendment or waiver shall: (i) increase the Commitment of any Lender
without the written consent of such Lender other than pursuant to Section 2.8(a), (ii)
reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon
(other than by the waiver of the increased margin payable in respect of Default Interest, which may
be done by the Required Lenders), or reduce any fees payable hereunder, without the written consent
of each Lender affected thereby, (iii) postpone the date fixed for any payment of any principal of,
or interest on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date for the termination or
reduction of any Commitment, without the written consent of each Lender affected thereby, (iv)
change Section 2.21(c) or (d) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder, without the consent of
each Lender; (vi) release any guarantor or limit the liability of any such guarantor under any
guaranty agreement, without the written consent of each Lender; (vii) release all or substantially
all Collateral securing any of the Obligations, without the written consent of each Lender or
(viii) change the definition of Borrowing Limit or any component thereof without the approval of
the Supermajority Required Lenders; provided, further, that no such agreement shall
amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent,
the Swingline Bank or the Issuing Bank, in their capacities as such without the prior written
consent of such Person.




          Section 10.3. Expenses; Indemnification.




          (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the
Administrative Agent and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc.,
as the arranger, including the reasonable fees and disbursements of counsel for the Administrative
Agent and SunTrust Robinson Humphrey, a division of SunTrust Capital Markets, Inc., as the
arranger, in connection with the syndication of the credit facilities provided for herein, the
preparation and administration of the Loan Documents and any amendments, modifications or waivers
thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document
shall be consummated) (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder and (iii)

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all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable
fees and disbursements of outside counsel) incurred by the Administrative Agent, the Issuing Bank
or any Lender in connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with the Loans made and
any Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit. The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender
against all reasonable out-of-pocket costs, losses, liabilities, claims, damages, and expenses
(collectively, “Losses”) incurred by them in connection with any investigation, litigation, or
other proceedings involving third parties and relating to the transactions contemplated hereby,
except for (x) Losses incurred in connection with actions brought by the Borrower or any of its
Affiliates where the Borrower or any of its Affiliates is determined to be the prevailing party by
a court of competent jurisdiction in a final and nonappealable judgment and (y) instances of gross
negligence or willful misconduct on the part of the Indemnitee (as defined below).




          (b) The Borrower shall indemnify the Administrative Agent, the Issuing Bank and each Lender,
and each Related Party of any of the foregoing (each, an “Indemnitee”) against, and hold
each of them harmless from, any and all Losses, including the reasonable fees and disbursements of
any counsel for any Indemnitee, which may be incurred by or asserted against any Indemnitee arising
out of, in connection with or as a result of (i) the execution or delivery of this Agreement or any
other agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of any of the transactions contemplated
hereby, (ii) any Loan or Letter of Credit or any actual or proposed use of the proceeds therefrom
(including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply with the terms of
such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on
or from any property owned by the Borrower or any Subsidiary or any Environmental Liability
related in any way to the Borrower or any Subsidiary or (iv) any claim, litigation, investigation
or proceeding brought by the Borrower or by or involving one or more third parties and relating to
any of the foregoing, whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that the Borrower shall not be obligated to
indemnify any Indemnitee for any of the foregoing arising out of (x) such Indemnitee’s gross
negligence or willful misconduct as determined by a court of competent jurisdiction in a final and
nonappealable judgment (y) a breach by an Indemnitee of its obligations under the Loan Documents or
(z) Losses incurred in connection with actions brought by the Borrower or any of its Affiliates
where the Borrower or any of its Affiliates is determined to be the prevailing party by a court of
competent jurisdiction in a final and nonappealable judgment.




          (c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless
from and against, any and all present and future stamp, documentary, and other similar taxes with
respect to this Agreement and any other Loan Documents, any collateral described therein, or any
payments due thereunder, and save the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or omission to pay such
taxes.




          (d) To the extent that the Borrower fails to pay any amount required to be paid to the
Administrative Agent, the Issuing Bank or the Swingline Lender under clauses (a), (b) or (c)
hereof, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be, an amount equal to the unpaid amount multiplied by such
Lender’s Pro Rata Share of all Commitments (determined as of the time that the unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified payment, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.




88









 








          (e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to actual or direct damages) arising out of, in
connection with or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the transactions contemplated therein, any Loan or any Letter of Credit or the use of
proceeds thereof.




          (f) All amounts due under this Section shall be payable promptly after written demand
therefor.




          Section 10.4. Successors and Assigns.




          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.




          (b) Any Lender may, and upon request of the Borrower shall, assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and its Revolving Credit Exposure); provided that (i) except in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and
the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which
for this purpose includes Revolving Credit Exposure outstanding thereunder) of the assigning Lender
subject to each assignment (determined as of the date the Assignment and Acceptance with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, (ii)
each partial assignment shall be made as an assignment of a proportionate, constant and not varying
part of all the assigning Lender’s rights and obligations under this Agreement with respect to the
Loan or the Commitment assigned, and (iii) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together with a processing and
recordation fee of $1,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire. Upon (i) the execution and delivery of
the Assignment and Acceptance by the assigning Lender and assignee Lender, (ii) acceptance,
recording, thereof by the Administrative Agent pursuant to paragraph (c) of this Section and (iii)
if such assignee Lender is a Foreign Lender, compliance by such Person with Section
2.20(e), from and after the effective date specified in each Assignment and Acceptance, the
Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case
of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.18, 2.19, 2.20 and 10.3. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of this Section. If
the consent of the Borrower to an Eligible Assignee is required hereunder, the Borrower shall be
deemed to have given its consent five Business Days after the date notice thereof has actually been
delivered by the

89









 








assigning Lender (through the Administrative Agent) to the Borrower, unless such consent is
expressly refused by the Borrower prior to such fifth Business Day.




          (c) Within five (5) Business Days after receipt of notice and request for new Notes, the
Borrower shall execute and deliver to the Administrative Agent, in exchange for a surrendered Note
or Notes, a new Note or Notes to the order of such assignee Lender in amounts equal to the
commitment assumed by it pursuant to such Assignment and Acceptance and a new Note or Notes to the
order of the assigning Lender in an amount equal to the commitment retained by it hereunder. Such
new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount
of such surrendered Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of the assigned Notes delivered to the
assigning Lender. Each surrendered Note or Notes shall be canceled and returned to the Borrower.
The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall
maintain at one of its offices in Atlanta, Georgia a copy of each Assignment and Acceptance and New
Lender Supplement delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement. The Register shall be available for inspection by
the Borrower or Lenders at any reasonable time and at reasonable intervals and from time to time
upon reasonable prior notice.




          (d) Any Lender may, without the consent of, or notice to, the Borrower, the Administrative
Agent, the Swingline Bank or the Issuing Bank sell participations to one or more banks or other
entities (a “Participant”) in all or a portion of such Lender’s rights and/or obligations
under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent, the Swingline Bank, the Issuing
Bank and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver with respect to the following to the extent affecting such Participant: (i)
increase the Commitment of such Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or LC Disbursement payable hereunder or reduce the rate of interest
payable hereunder, or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) postpone the date fixed for any payment of any principal of, or interest
on, any Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date for the termination or reduction
of any Commitment, without the written consent of each Lender affected thereby, (iv) change
Section 2.21(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender affected thereby, (v) change
any of the provisions of this Section or the definition of “Required Lenders” or any other
provision hereof specifying the number or percentage of Lenders which are required to waive, amend
or modify any rights hereunder or make any determination or grant any consent hereunder, without
the consent of such Lender; (vi) release any guarantor or limit the liability of any such guarantor
under any guaranty agreement without the written consent of such Lender except to the extent such
release is expressly provided under the terms of the Guaranty Agreement; or (vii) release all or
substantially all Collateral securing any of the Obligations. Subject to paragraph (e) of this
Section,

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the Borrower agrees that each Participant shall be entitled to the benefits of Sections
2.18, 2.19, and 2.20 to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.7 as though it
were a Lender, provided such Participant agrees to be subject to Section 10.7 as though it
were a Lender.




          (e) A Participant shall not be entitled to receive any greater payment under Section
2.18 and Section 2.20 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.20
unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.20(e) as though it were a
Lender.




          (f) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank in accordance with
applicable law; provided that no such pledge or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.




          Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process.




          (a) The Loan Documents shall be construed in accordance with and be governed by the law
(without giving effect to the conflict of law principles thereof) of the State of New York.




          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the jurisdiction of the United States District Court of the Southern District of New York, and
of any state court of the State of Supreme Court of the State of New York sitting in New York
county and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document or the transactions contemplated hereby or
thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York state court or, to the extent permitted by applicable
law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document against the Borrower or its properties in the courts of any jurisdiction.




          (c) The Borrower irrevocably and unconditionally waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph
(b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of
the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to the service of process in the manner
provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan
Document will affect the right of any party hereto to serve process in any other manner permitted
by law.




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          Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.




          Section 10.7. Right of Setoff. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, each Lender and the Issuing Bank
shall have the right, at any time or from time to time upon the occurrence and during the
continuance of an Event of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply
against all deposits (general or special, time or demand, provisional or final) of the Borrower at
any time held or other obligations at any time owing by such Lender and the Issuing Bank to or for
the credit or the account of the Borrower against any and all Obligations held by such Lender or
the Issuing Bank, as the case may be, irrespective of whether such Lender or the Issuing Bank shall
have made demand hereunder and although such Obligations may be unmatured. Each Lender and the
Issuing Bank agree promptly to notify the Administrative Agent and the Borrower after any such
set-off and any application made by such Lender and the Issuing Bank, as the case may be;
provided that the failure to give such notice shall not affect the validity of such set-off
and application. Subject to the terms and conditions of the Intercreditor Agreement, each Lender
and the Issuing Bank agrees to apply all amounts collected from any such set-off to the Obligations
before applying such amounts to any other Indebtedness or other obligations owed by the Borrower
and any of its Subsidiaries to such Lender or Issuing Bank.




          Section 10.8. Counterparts; Integration. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts (including by telecopy), and all
of said counterparts taken together shall be deemed to constitute one and the same instrument.
This Agreement, the Fee Letters, the other Loan Documents, and any separate letter agreement(s)
relating to any fees payable to the Administrative Agent constitute the entire agreement among the
parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior
agreements and understandings, oral or written, regarding such subject matters. This Agreement
amends and restates the Existing Credit Agreement.




          Section 10.9. Survival. All covenants, agreements, representations and warranties made by the
Borrower herein and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto
and shall survive the execution and delivery of this Agreement and the other Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the Administrative Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.18, 2.19, 2.20 and 10.3 and Article IX shall survive

92









 








and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of
Credit and the Commitments or the termination of this Agreement or any provision hereof, with
respect to any matters that arose prior to the date of termination of this Agreement.




          Section 10.10. Severability. Any provision of this Agreement or any other Loan Document held
to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability without affecting the
legality, validity or enforceability of the remaining provisions hereof or thereof; and the
illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.




          Section 10.11. Confidentiality. Each of the Administrative Agent, the Issuing Bank and each
Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any
non-public information provided to it by the Borrower or any Subsidiary or any Person on their
behalf, in connection with this Agreement except that such information may be disclosed (i) to any
Related Party of the Administrative Agent, the Issuing Bank or any such Lender, including without
limitation accountants, legal counsel and other advisors (in which case the Administrative Agent,
the Issuing Bank or any such Lender shall cause all such Related Parties to hold all such
information confidential in accordance with the provisions of this Section 10.11), (ii) to
the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(iii) to the extent requested by any regulatory agency or authority, (iv) to the extent that such
information becomes publicly available other than as a result of a breach of this Section, or which
becomes available to the Administrative Agent, the Issuing Bank, any Lender or any Related Party of
any of the foregoing on a non-confidential basis from a source other than the Borrower, (v) in
connection with the exercise of any remedy hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (vi) subject to provisions substantially
similar to this Section 10.11, to any actual or prospective assignee or Participant, or
(vii) with the consent of the Borrower. Any Person required to maintain the confidentiality of any
information as provided for in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such information as such Person would accord its own confidential information.
Notwithstanding anything to the contrary, the Borrower, the Administrative Agent, and the Lenders,
and each of their Related Parties may disclose to any and all persons, beginning immediately upon
commencement of discussions and without limitation of any kind, the U.S. federal income tax
treatment and tax structure of the Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to the Borrower, the Administrative Agent and the Lenders
relating to such U.S. tax treatment and tax structure.




          Section 10.12. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and other
amounts which may be treated as interest on such Loan under applicable law (collectively, the
“Charges”), shall exceed the maximum lawful rate of interest (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by a Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Federal Funds Rate to the date of repayment, shall have been received by such
Lender.





93









 








          Section 10.13. Waiver of Effect of Corporate Seal. The Borrower represents and warrants that
neither it nor any other Loan Party is required to affix its corporate seal to this Agreement or
any other Loan Document pursuant to any Requirement of Law or regulation, agrees that this
Agreement is delivered by Borrower under seal and waives any shortening of the statute of
limitations that may result from not affixing the corporate seal to this Agreement or such other
Loan Documents.




          Section 10.14. USA Patriot Act Notice, Etc. The Administrative Agent and each Lender
hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Loan Parties, which
information includes the name and address of each Loan Party and other information that will allow
such Lender to identify such Loan Party in accordance with the Patriot Act or any similar “know
your customer” or other similar checks under all applicable laws and regulations.




(remainder of page left intentionally blank)





94









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	JLG INDUSTRIES, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JLG EQUIPMENT SERVICES, INC.,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JLG INTERNATIONAL, LLC,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	FULTON INTERNATIONAL, INC. ,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	GRADALL INDUSTRIES, INC. ,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE GRADALL COMPANY,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ACCESS FINANCIAL SOLUTIONS, INC. ,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JLG OMNIQUIP, INC. ,

only for purposes of Section 3.3

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

as Administrative Agent, Issuing Bank, Swingline

Lender and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MANUFACTURERS AND TRADERS

TRUST COMPANY,

as Syndication Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	LASALLE BANK MIDWEST

NATIONAL ASSOCIATION,

as Documentation Agent and as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NATIONAL CITY BANK OF PENNSYLVANIA,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	CITIZENS BANK OF PENNSYLVANIA,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	HARRIS N.A.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BANK OF AMERICA,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	KEYBANK N.A.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]





 









 








	 	 	 	 	 
	 	HSBC BANK USA, N.A.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK SECURITIES, INC.,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UBS LOAN FINANCE LLC,

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CREDIT SUISSE FIRST BOSTON

as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[SIGNATURE PAGE TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT]



 










 






Annex I




COMMITMENTS AND ADDRESSES FOR NOTICES




	 	 	 	 	 	 	 
	 	 	Revolving	 	 
	Lender	 	Commitment	 	Address
	SunTrust Bank

	 	$	35,000,000	 	 	See Section 10.1
	 
	 	 	 	 	 	 
	Manufacturers and Traders Trust

	 	$	22,500,000	 	 	2055 S. Queen St.
	Company

	 	 	 	 	 	York, PA 17403
	 

	 	 	 	 	 	Attn: Kellie M. Matthews
	 

	 	 	 	 	 	Telephone No.:717/771-4905
	 

	 	 	 	 	 	Telecopy No.: 717/771-4914
	 
	 	 	 	 	 	 
	LaSalle Bank

	 	$	22,500,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            
	 
	 	 	 	 	 	 
	National City Business Credit, Inc.

	 	$	17,500,000	 	 	20 Stanwix Street
	 

	 	 	 	 	 	Pittsburgh, PA 15222-4802
	 

	 	 	 	 	 	Attn: W. Christopher Kohler
	 

	 	 	 	 	 	Telephone No.: 412/644-8879
	 

	 	 	 	 	 	Telecopy No.: 412/644-6224
	 
	 	 	 	 	 	 
	Citizens Bank of Pennsylvania

	 	$	17,500,000	 	 	10 N. 5th St.
	 

	 	 	 	 	 	Reading, PA 19601
	 

	 	 	 	 	 	Attn: Joseph N. Butto
	 

	 	 	 	 	 	Telephone No.: 610/736-6902
	 

	 	 	 	 	 	Telecopy No.: 610/736-6908
	 
	 	 	 	 	 	 
	Harris N.A.

	 	$	17,500,000	 	 	111 W. Monroe
	 

	 	 	 	 	 	Chicago, IL 60603
	 

	 	 	 	 	 	Attn: Mike Pincus
	 

	 	 	 	 	 	Telephone No.: 312/461-7036
	 

	 	 	 	 	 	Telecopy No.: 312/461-2591
	 
	 	 	 	 	 	 
	Bank of America

	 	$	15,000,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            






Annex I-1









 






	 	 	 	 	 	 	 
	 	 	Revolving	 	 
	Lender	 	Commitment	 	Address
	KeyBank National Association

	 	$	15,000,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            
	 
	 	 	 	 	 	 
	HSBC Bank USA, N.A.

	 	$	15,000,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            
	 
	 	 	 	 	 	 
	Deutsche Bank Securities, Inc.

	 	$	7,500,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            
	 
	 	 	 	 	 	 
	UBS Loan Finance LLC

	 	$	7,500,000	 	 	                                                            
	 

	 	 	 	 	 	                                                            
	 

	 	 	 	 	 	Attn:                                                   
	 

	 	 	 	 	 	Telephone No.:                                          
	 

	 	 	 	 	 	Telecopy No.:                                            
	 
	 	 	 	 	 	 
	Credit Suisse First Boston

	 	$	7,500,000	 	 	Credit Suisse First Boston
	 

	 	 	 	 	 	Attn: Erik Boehmer
	 

	 	 	 	 	 	Eleven Madison Avenue
	 

	 	 	 	 	 	New York, NY 10010
	 

	 	 	 	 	 	Telephone No.: 212/325-9161
	 

	 	 	 	 	 	Telecopy No.: 212/315-8326






Annex I-2









 






Schedule I




APPLICABLE MARGIN AND COMMITMENT FEE




	 	 	 	 	 	 	 	 	 
	 	 	Average Borrowing	 	 	 	Base Rate	 	 
	Pricing Level	 	Availability Percentage	 	LIBOR Margin	 	Margin	 	Commitment Fee
	I

	 	Greater than or
equal to 75.0%
	 	1.00% per annum
	 	0.00% per annum
	 	0.25% per annum
	 
	 	 	 	 	 	 	 	 
	II

	 	Greater than or
equal to 50.0% and
less than 75.0%
	 	1.25% per annum
	 	0.00% per annum
	 	0.25% per annum
	 
	 	 	 	 	 	 	 	 
	III

	 	Greater than or
equal to 25.0% and
less than 50.0%
	 	1.50% per annum
	 	0.00% per annum
	 	0.25% per annum
	 
	 	 	 	 	 	 	 	 
	IV

	 	Less than 25.0%
	 	1.75% per annum
	 	0.25% per annum
	 	0.25% per annum






Schedule I-1









 






Schedule II




EXISTING LETTERS OF CREDIT




	 	 	 	 	 	 	 	 	 
	Letter of	 	 	 	 	 	 
	Credit	 	Amount of Letter	 	 	 	 
	Number	 	of Credit	 	Beneficiary	 	Applicant
	M&T Bank:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	901833

	 	$	123,000.00	 	 	First National Bank of Maryland
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	SunTrust Bank:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	F841726

	 	$	2,726,000.00	 	 	The Travelers Indemnity Company
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F841970

	 	$	1,696,000.00	 	 	Royal Indemnity Company
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F841641

	 	$	125,000.00	 	 	Safety Mutual Casualty Company
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F843693

	 	$	9,950.00	 	 	Bank of Communication
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F843802

	 	$	9,750.00	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F843844

	 	$	60,330.00	 	 	National Bank of Greece
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F846711

	 	$	287,170.80	 	 	National Bank of Greece
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F844841

	 	$	25,618.47	 	 	IS Bank Turkey
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845145

	 	$	9,961.40	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845182

	 	$	9,150.00	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845801

	 	$	15,225.00	 	 	China Everbright Bank
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845804

	 	$	10,117.55	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845796

	 	$	21,750.00	 	 	Bank of Communication
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845800

	 	$	9,150.00	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.






Schedule II-1









 






	 	 	 	 	 	 	 	 	 
	Letter of	 	 	 	 	 	 
	Credit	 	Amount of Letter	 	 	 	 
	Number	 	of Credit	 	Beneficiary	 	Applicant
	F845816

	 	$	36,200.00	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845970

	 	$	15,952.25	 	 	The Agricultural Bank of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F845802

	 	$	17,424.15	 	 	Bank of China Xiangtan Branch
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F846052

	 	$	9,950.00	 	 	Bank of Communication
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F846601

	 	$	36,200.00	 	 	Industrial and Commercial Bank
of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F846690

	 	$	15,225.00	 	 	China Everbright Bank
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F846836

	 	$	11,500.00	 	 	Rashtriya Ispat Nigam Limited
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F847279

	 	$	15,473.30	 	 	Bank of China
	 	JLG Industries, Inc.
	 
	 	 	 	 	 	 	 	 
	F847433

	 	$	30,986.00	 	 	Bank of China
	 	JLG Industries, Inc.






Schedule II-2









 






Schedule III




EXISTING SYNTHETIC LEASES




     None.