AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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

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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.

     “ 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

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) .

     “ 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

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

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

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;

     (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:

     (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;

     (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:

     (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.

     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

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

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.

     “ 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

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

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

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

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

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.

     “ 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).

     “ 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.

     “ 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. Â!

     “ 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;

     (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

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) .

     “ 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 8 ¹ / 4 % JLG Industries, Inc. Senior Unsecured Notes due in 2008.

     “ 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).

     “ 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.

     “ 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

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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

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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.

           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.

           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

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

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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.]

          (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 dat