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TABLE OF CONTENTS
Table of Contents
As filed with the Securities and Exchange Commission on May 15, 2015
Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM S-4
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

OSHKOSH CORPORATION
 (Exact name of registrant as specified in its charter)

Wisconsin 
(State or other jurisdiction of
incorporation or organization)	 	3711 
(Primary Standard Industrial
Classification Code Number)	 	39-0520270 
(I.R.S. Employer
Identification Number)	
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(920) 235-9151 
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
Bryan J. Blankfield
Executive Vice President, General Counsel and Secretary
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(920) 235-9151
 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Patrick G. Quick
John K. Wilson
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5306
(414) 271-2400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions pursuant to the exchange offer described herein.
          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o
          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

							
Large accelerated filer ý	 	Accelerated filer o	 	Non-accelerated filer o
 (Do not check if a
smaller reporting company)	 	Smaller reporting company o	
          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

			
Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)	 	o	
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	 	o	

CALCULATION OF REGISTRATION FEE

	 	 	 	 	 	 	 	 	
 	
Title of each class of securities
to be registered	 	Amount to be
registered	 	Proposed maximum
offering price per
unit(1)	 	Proposed maximum
aggregate offering
price(1)	 	Amount of
registration fee	
 	
5.375% Senior Notes due 2025(2)	 	$250,000,000	 	100%	 	$250,000,000	 	$29,050	
 	
Guarantees for the 5.375% Senior Notes due 2025	 	(3)	 	(3)	 	(3)	 	(3)	
 	
(1)
Exclusive of accrued interest, if any, and estimated solely for purposes of determining the registration fee.

(2)
Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933.

(3)
Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantees.

           The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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 TABLE OF ADDITIONAL REGISTRANTS(1)

										
Exact Name of Registrant as Specified in Its Charter 	 	State or Other
Jurisdiction of
Incorporation	 	Primary Standard
Industrial
Classification
Number	 	I.R.S. Employer
Identification
Number	 	
JLG Industries, Inc. 	 	Pennsylvania	 	 	3711	 	 	25-1199382	 	
McNeilus Financial, Inc. 	 	Texas	 	 	3711	 	 	41-1314526	 	
Oshkosh Airport Products, LLC	 	Wisconsin	 	 	3711	 	 	47-1790743	 	
Oshkosh Commercial Products, LLC	 	Wisconsin	 	 	3711	 	 	47-1794431	 	
Oshkosh Defense, LLC	 	Wisconsin	 	 	3711	 	 	47-1133037	 	
Pierce Manufacturing Inc. 	 	Wisconsin	 	 	3711	 	 	39-0139830	 	

(1)
The address and telephone number of the principal executive offices for each additional registrant is 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903, (920) 235-9151. The name, address and telephone number of the agent for service for each additional registrant is Bryan J. Blankfield, Executive Vice President, General Counsel and Secretary, Oshkosh Corporation, 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903, (920) 235-9151.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion
Preliminary prospectus dated May 15, 2015
PROSPECTUS

Oshkosh Corporation
OFFER TO EXCHANGE ALL OUTSTANDING
$250,000,000 5.375% Senior Notes due 2025
FOR NEW, REGISTERED
$250,000,000 5.375% Senior Notes due 2025

        We are offering, upon the terms and subject to the conditions set forth in this prospectus, to exchange all of our outstanding 5.375% Senior Notes due 2025, issued on March 2, 2015 in a private offering, for our new, registered 5.375% Senior Notes due 2025.
•
The exchange offer expires at 5:00 p.m., New York City time, on                    , 2015, unless we extend it. 

•
The terms of the new notes are substantially identical to those of the original notes, except that the new notes will not have securities law transfer restrictions and the registration rights relating to the original notes and the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer. 

•
The new notes will be jointly, severally, fully and unconditionally guaranteed by certain of our subsidiaries on a senior unsecured basis. 

•
All outstanding original notes that are validly tendered and not validly withdrawn will be exchanged. 

•
You may withdraw your tender of original notes any time before the exchange offer expires. 

•
We will not receive any proceeds from the exchange offer. 

•
No established trading market for the new notes currently exists. The new notes will not be listed on any securities exchange or included in any automated quotation system. 

•
The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
         See "Risk Factors" beginning on page 15 for a discussion of risk factors that you should consider before deciding to exchange your original notes for new notes.
        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2015.

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 TABLE OF CONTENTS

					
 	 	Page	 	
Prospectus Summary	 	 	1	 	
Risk Factors	 	 	15	 	
Disclosure Regarding Forward-Looking Statements	 	 	33	 	
Use of Proceeds	 	 	34	 	
Capitalization	 	 	35	 	
The Exchange Offer	 	 	36	 	
Selected Consolidated Financial Information and Other Data	 	 	45	 	
Description of Certain Indebtedness	 	 	47	 	
Description of New Notes	 	 	49	 	
Book-Entry, Delivery and Form	 	 	100	 	
Material U.S. Federal Income Tax Considerations	 	 	102	 	
Plan of Distribution	 	 	103	 	
Legal Matters	 	 	104	 	
Experts	 	 	104	 	
Where You Can Find More Information	 	 	104	 	

        In this prospectus, unless the context otherwise indicates or the context otherwise requires and except as expressly set forth in the section captioned "Description of New Notes," the terms the "Company," "we," "us" and "our" refer to Oshkosh Corporation and its consolidated subsidiaries. References in this prospectus to a "fiscal year" are to our fiscal year ended September 30.
        In this prospectus, except as expressly set forth in the section captioned "Description of New Notes," we refer to our outstanding 5.375% Senior Notes due 2025 as the "original notes" and we refer to our new, registered 5.375% Senior Notes due 2025 as the "new notes." Any reference to "notes" in this prospectus refers to the original notes and the new notes collectively, unless the context requires a different interpretation.
        The "Oshkosh®," "JLG®," "Oshkosh Defense®," "Pierce®," "McNeilus®," "Jerr-Dan®," "Frontline™," "CON-E-CO®," "London®," "IMT®," "Command Zone™," "TAK-4®," "Pacific Series®," "PUC™," "Saber®," "Hercules™," "Husky™," "SkyTrak®," "TerraMax™," and "ProPulse®" trademarks and related logos are trademarks or registered trademarks of Oshkosh Corporation or its subsidiaries. All other product and service names referenced in this prospectus are the trademarks or registered trademarks of their respective owners.
        For ease of understanding, we refer in this prospectus to types of specialty vehicles for particular applications as "markets." When we refer to "market" positions, these comments are based on information available to us concerning units sold by those companies currently manufacturing the same types of specialty vehicles and vehicle bodies as we manufacture and are therefore only estimates. Unless otherwise noted, these market positions are based on sales in the United States. There can be no assurance that we will maintain such market positions in the future.
         This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide you, without charge upon your request, a copy of any documents that we incorporate by reference, other than exhibits to those documents that are not specifically incorporated by reference into those documents. You may request a copy of a document by writing to Bryan J. Blankfield, Executive Vice President, General Counsel and Secretary, Oshkosh Corporation, 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903, or by calling Mr. Blankfield at (920) 235-9151. To ensure timely delivery, you must request the information no later than five business days before the completion of the exchange offer. Therefore, you must make any request on or before                  , 2015.
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 PROSPECTUS SUMMARY
         This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider before making a decision whether to exchange your original notes for new notes. You should read this entire prospectus, including "Risk Factors," and the documents we incorporate by reference into this prospectus carefully before making a decision whether to exchange your original notes for new notes.
         All operating results included in this prospectus reflect results from continuing operations only and therefore exclude the operations of our former mobile medical trailer and ambulance businesses, which have been reclassified to discontinued operations for all periods presented. Our fiscal year ends September 30 of each calendar year.
 About Our Company
        We are a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. We partner with customers to deliver superior solutions that safely and efficiently move people and materials at work, around the globe, and around the clock. We began business in 1917 as an early pioneer of four-wheel drive technology, and off-road mobility technology remains one of our core competencies. We maintain four reportable segments for financial reporting purposes: access equipment, defense, fire & emergency and commercial, which comprised 51%, 25%, 11% and 13%, respectively, of our consolidated net sales for the fiscal year ended September 30, 2014. These segments, in some way, all share common customers and distribution channels, leverage common components and suppliers, utilize common technologies and manufacturing processes and share manufacturing and distribution facilities, which results in us being an integrated specialty vehicle manufacturer. For the fiscal year ended September 30, 2014, our consolidated net sales were approximately $6.8 billion.
        Access Equipment Segment.     JLG Industries, Inc. ("JLG"), a global manufacturer of aerial work platforms and telehandlers used in a wide variety of construction, agricultural, industrial, institutional and general maintenance applications to position workers and materials at elevated heights, forms the base of our access equipment segment. JLG's customers include equipment rental companies, construction contractors, manufacturing companies and home improvement centers. The access equipment segment also includes Jerr-Dan-branded tow trucks and roll-back vehicle carriers sold to towing companies in the U.S. and abroad.
        Defense Segment.     Our defense segment has manufactured and sold military tactical wheeled vehicles to the U.S. Department of Defense ("DoD") for more than 90 years. In 1981, Oshkosh Defense was awarded the first Heavy Expanded Mobility Tactical Truck contract for the DoD, and thereafter our defense segment developed into the DoD's leading supplier of severe-duty, heavy-payload tactical trucks. Since that time, Oshkosh Defense has broadened its defense product offerings to become the leading manufacturer of severe-duty, heavy- and medium-payload tactical trucks for the DoD, manufacturing vehicles that perform a variety of demanding tasks such as hauling tanks, missile systems, ammunition, fuel, troops and cargo for combat units and light-payload tactical vehicles, through its Mine Resistant Ambush Protected All-Terrain Vehicles ("M-ATVs"). In October 2011, Oshkosh Defense introduced the Light Combat All-Terrain Vehicle ("L-ATV") to continue to expand its light protected tactical wheeled vehicle offering. The L-ATV is Oshkosh Defense's entrant in the DoD's U.S. Joint Light Tactical Vehicle ("JLTV") competition and was selected for the DoD's JLTV Engineering, Manufacturing & Development ("EMD") contract in August 2012 along with vehicles from two other competitors. The L-ATV incorporates field-proven technologies, advanced armor solutions and expeditionary levels of off-road mobility to redefine safety and performance standards. The L-ATV also is designed for future growth, with the ability to accept additional armor packages and
 
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technology upgrades as the mission requires. We expect the DoD to award a production contract to the winner of the JLTV competition in between July and September 2015.
        Fire & Emergency Segment.     Our fire & emergency segment manufactures commercial and custom firefighting vehicles and equipment, aircraft rescue and firefighting vehicles, snow removal vehicles, simulators and other emergency vehicles primarily sold to fire departments, airports and other governmental units in the Americas and abroad and broadcast vehicles sold to broadcasters and television stations in the Americas and abroad.
        Commercial Segment.     Our commercial segment manufactures rear- and front-discharge concrete mixers, refuse collection vehicles, portable and stationary concrete batch plants and vehicle components sold to ready-mix companies and commercial and municipal waste haulers in North America and other international markets and field service vehicles and truck-mounted cranes sold to mining, construction and other companies in the Americas and abroad.
 Business Strategy
        We are focused on increasing our net sales, profitability and cash flow and maintaining a strong balance sheet by capitalizing on our competitive strengths and pursuing an integrated business strategy. We completed a comprehensive strategic planning process in fiscal 2011 with the assistance of a globally-recognized consulting firm that culminated in the creation of our roadmap, named MOVE, to deliver outstanding long-term shareholder value.
        The MOVE strategy consists of the following four key initiatives:
        Market Recovery and Growth.     We are focused on capturing and improving our historical share in a market recovery. A number of the markets in which we participate were down anywhere from 40% to more than 90% from peak levels as a result of the global recession. We have experienced some recovery in a number of markets in which we participate, but the recovery has been slower than we anticipated, and these markets have still not returned to pre-recession levels. We continue to work on improving our sales, inventory and operations planning and sales capture processes to more effectively respond to customers' needs as the recovery occurs in each of our markets. Also, we have continued to focus on staying close to our customers by providing high-quality customer service through our extensive parts and service support programs, which are generally available to customers 365 days a year in all product lines throughout our distribution systems.
        Optimize Cost and Capital Structure.     We are focused on optimizing our cost and capital structure to provide value for customers and shareholders by aggressively attacking our product, process and overhead costs and opportunistically using our strong free cash flow to invest in acquisition opportunities and, when appropriate, return capital to shareholders. We utilize a comprehensive lean enterprise focus to drive to be a low-cost producer in all of our product lines while sustaining premium product features and quality and to deliver low product life cycle costs for our customers. Lean is a methodology to eliminate non-value added work from a process stream. We have implemented this initiative by:
•
Combining our strategic purchasing teams globally into a single organization to capture our full purchasing power across all of our businesses and to promote low-cost-country sourcing; 

•
Managing the business to target breakthrough objectives, including aggressive cost reduction targets, via the Company-wide use of strategy deployment scorecards to provide effective, timely assessment of progress toward objectives and implementation of countermeasures as needed; 

•
Utilizing integrated project teams to reduce product and process costs across the Company;
 
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•
Creating a single quality management system to drive enhanced quality throughout all of our businesses to improve customer satisfaction and lower the cost of quality; 

•
Launching and leveraging the Oshkosh Operating System ("OOS") to create common practices across the Company to enhance our performance. The OOS is a system of doing business that is focused on serving and delighting customers by utilizing continuous improvement and lean practices. We have trained approximately 12,000 of our employees in elements of the OOS. We believe that the OOS enables us to sustain strong performance for our customers, shareholders, employees and other stakeholders; and 

•
Developing and communicating to shareholders a comprehensive capital allocation strategy that has resulted in reducing our leverage to create options for internal investments, acquisitions and return of capital to shareholders.
        As a result of our focus on cost optimization, we expect to more efficiently utilize our manufacturing facilities, increase inventory turns, reduce product, process and overhead costs, lower manufacturing lead times and new product development cycle times and increase our operating income margins in our non-defense segments over the next several years.
        Value Innovation.     We have maintained our emphasis on new product development as we seek to expand sales and margins by leading our core markets in the introduction of new or improved products and new technologies. We primarily use internal development but also use licensing of technology and strategic acquisitions to execute multi-generational product plans in each of our businesses. We actively seek to commercialize emerging technologies that are capable of expanding customer uses of our products. Examples of our innovation include:
•
The JLG 185-foot self-propelled boom lift, the world's tallest self-propelled boom, which enables operators to tackle high level access needs for construction and maintenance projects; 

•
The JLG 34-foot articulated hybrid boom, which is the world's first true four-wheel electric-drive hybrid boom. This boom combines a diesel engine and an electric power system to provide the power and durability of a diesel powered machine while also allowing substantial fuel savings, quieter operation and lower carbon emissions; 

•
The L-ATV, which incorporates field-proven technologies, advanced armor solutions and expeditionary levels of mobility to redefine safety and performance standards; 

•
The TAK-4 family of independent suspension systems, which we use on multiple vehicle platforms in our defense and fire & emergency segments, including the TAK-4i enhanced independent system, which we use on the L-ATV for the JLTV program; 

•
The Command Zone multiplexing technology, which we have applied to numerous products in each of our segments to control, monitor and diagnose electronic components; 

•
The Pierce Ultimate Configuration vehicle configuration, which eliminates the bulky pumphouse from firefighting vehicles, making such vehicles easier to use and service; 

•
The redesigned Pierce Saber custom fire chassis. The new Saber chassis features a 96-inch wide cab with a single-piece bonded windshield. It also includes a smaller engine tunnel that is lower-placed, allowing more room for firefighters with Ergonomic hip and elbow room for the driver and officer; 

•
The integration of compressed natural gas to power McNeilus' refuse collection vehicles and concrete mixers and Oshkosh Commercial's front-discharge mixer, which reduces fuel costs and emissions;
 
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•
The split-body refuse collection vehicle with automatic tailgate locks to collect and separate multiple waste streams and safely eject loads from inside the cab; and 

•
The Pacific Series Ultra Front Loader refuse collection vehicle, which offers a lightweight alternative to traditional industry product offerings.
        Emerging Market Expansion.     We plan to continue our expansion into those specialty vehicle and vehicle body markets globally where we have or can acquire strong market positions over time and where we believe we can leverage synergies in purchasing, manufacturing, technology and distribution to increase sales and profitability. Business development teams actively pursue new customers in targeted developing countries in Asia, Eastern Europe, the Middle East, Latin America and Africa. In pursuit of this strategy, we opened new sales and service offices in recent years in Russia, India, Saudi Arabia, China and Japan to pursue various opportunities in each of those countries. In addition, we recently expanded our sales and aftermarket personnel in multiple countries in Europe, Latin America, Asia and the Middle East. We would also consider selectively pursuing strategic acquisitions to enhance our product offerings and expand our international presence in the specialty vehicle and vehicle body markets. Sales to customers outside of the U.S. comprised 23%, 21% and 22% of our consolidated net sales for fiscal 2014, 2013 and 2012, respectively.
 Competitive Strengths
        The following competitive strengths support our business strategy:
        Strong Market Positions.     We have developed strong market positions and brand recognition in our core businesses, which we attribute to our reputation for quality products, advanced engineering, innovation, vehicle performance, reliability, customer service and low total product life cycle costs. We maintain leading market shares in most of our businesses and are the sole-source supplier of a number of vehicles to the DoD.
        Diversified Product Offering.     We believe our broad product offerings and target markets serve to diversify our sources of revenues, mitigate the impact of economic cycles and provide multiple platforms for potential organic growth and acquisitions. Our product offerings provide extensive opportunities for bundling of products for sale to customers, co-location of manufacturing, leveraging purchasing power and sharing technology within and between segments. For each of our target markets, we have developed or acquired a broad product line in an effort to become a single-source provider of specialty vehicles, vehicle bodies, parts and service and related products to our customers. In addition, we have established an extensive domestic and international distribution system for specialty vehicles and vehicle bodies tailored to each market.
        Quality Products and Customer Service.     We have developed strong brand recognition for our products as a result of our commitment to meet the stringent product quality and reliability requirements of our customers in the specialty vehicle and vehicle body markets we serve. We frequently achieve premium pricing due to the durability and low life cycle costs for our products. We also provide high quality customer service through our extensive parts and service support programs, which are generally available to customers 365 days a year in all product lines throughout our distribution systems.
        Innovative and Proprietary Components.     Our advanced design and engineering capabilities have contributed to the development of innovative and/or proprietary, severe-duty components that enhance vehicle performance, reduce manufacturing costs and strengthen customer relationships. Our advanced design and engineering capabilities have also allowed us to integrate many of these components across various product lines, which enhances our ability to compete for new business and reduces our costs to manufacture our products compared to manufacturers who simply assemble purchased components.
 
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        Flexible and Efficient Manufacturing.     Over the past 15 years, we have significantly increased manufacturing efficiencies. We believe we have competitive advantages over larger vehicle manufacturers in our specialty vehicle markets due to our product quality, manufacturing flexibility, vertical integration, purchasing power in specialty vehicle components and tailored distribution systems. In addition, we believe we have competitive advantages over smaller vehicle and vehicle body manufacturers due to our relatively higher volumes of similar products that permit the use of moving assembly lines and which allow us to leverage purchasing power and technology opportunities across product lines.
        Strong Management Team.     We are led by our Chief Executive Officer, Charles L. Szews, and our President and Chief Operating Officer, Wilson R. Jones, who have been employed by our company since 1996 and 2005, respectively. Messrs. Szews and Jones are complemented by an experienced senior management team that we have assembled through internal promotions, new hires and acquisitions. Our management team has successfully executed a strategic reshaping and expansion of our business since 1996, which has positioned us to be a global leader in the specialty vehicle and vehicle body markets.
 Recent Development
        We redeemed all of our outstanding $250.0 million aggregate principal amount of 8 1 / 2 % Senior Notes due 2020 (the "2020 notes") on March 2, 2015 using the net proceeds of the issuance and sale of the original notes and available cash, at a redemption price equal to 104.250% of the principal amount thereof plus accrued and unpaid interest thereon up to but not including the date of redemption.
 Corporate Information
        We are a publicly traded Wisconsin corporation. Our common stock is listed on the New York Stock Exchange under the symbol "OSK." Our headquarters and principal executive offices are located at 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903, and our telephone number is (920) 235-9151.
 
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 The Exchange Offer

Original Notes	 	We sold $250,000,000 aggregate principal amount of our 5.375% Senior Notes due 2025, which will be jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that from time to time guarantees obligations under our senior secured credit facility, with certain exceptions, to the initial purchasers on March 2, 2015. The initial purchasers resold the original notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.	
Registration Rights Agreement	 	When we sold the original notes, we entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to provide you and all other holders of the original notes the opportunity to exchange your unregistered original notes for a new series of substantially identical notes that we have registered under the Securities Act. The exchange offer is being made for that purpose.	
New Notes	 	We are offering to exchange the original notes for 5.375% Senior Notes due 2025 that we have registered under the Securities Act, which will be jointly, severally, fully and unconditionally guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that from time to time guarantees obligations under our senior secured credit facility, with certain exceptions. The terms of the new notes and the original notes are substantially identical, except:	
	 	•
the new notes will be issued in a transaction that will have been registered under the Securities Act;	
	 	•
the new notes will not contain securities law restrictions on transfer; and	
	 	•
the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.	
The Exchange Offer	 	We are offering to exchange $1,000 principal amount of the new notes for each $1,000 principal amount of your original notes. As of the date of this prospectus, there are $250,000,000 aggregate principal amount of our unregistered 5.375% Senior Notes due 2025 outstanding. For procedures for tendering, see "The Exchange Offer—Procedures for Tendering Original Notes."	
Expiration Date	 	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2015, unless we extend it.	
 
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Resales of New Notes	 	We believe that the new notes issued pursuant to the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act if:	
	 	•
you are not our "affiliate" within the meaning of Rule 405 under the Securities Act;	
	 	•
you are acquiring the new notes in the ordinary course of your business;	
	 	•
you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution (within the meaning of the Securities Act) of the new notes; and	
	 	•
you are not acting on behalf of any person who could not truthfully make the foregoing representations.	
	 	If you are an affiliate of ours, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, then:	
	 	•
you may not rely on the applicable interpretations of the staff of the SEC;	
	 	•
you will not be permitted to tender original notes in the exchange offer; and	
	 	•
you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the original notes.	
	 	Each participating broker-dealer that receives new notes for its own account under the exchange offer in exchange for original notes that were acquired by the broker dealer as a result of market making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.	
	 	Any broker-dealer that acquired original notes from us may not rely on the applicable interpretations of the staff of the SEC and must comply with registration and prospectus delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.	
	 	See "The Exchange Offer—Procedures for Tendering Original Notes" and "Plan of Distribution."	
Acceptance of Original Notes and Delivery of New Notes	 	We will accept for exchange any and all original notes that are validly tendered in the exchange offer and not withdrawn before the offer expires. The new notes will be delivered promptly following the exchange offer.	
 
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Withdrawal Rights	 	You may withdraw your tender of original notes at any time before the exchange offer expires.	
Conditions of the Exchange Offer	 	The exchange offer is subject to the following conditions, which we may waive:	
	 	•
the exchange offer, or the making of any exchange by a holder of original notes, will not violate any applicable law or interpretation by the staff of the SEC; and	
	 	•
no action may be pending or threatened in any court or before any governmental agency with respect to the exchange offer that may impair our ability to proceed with the exchange offer.	
	 	See "The Exchange Offer—Conditions."	
Consequences of Failure to Exchange	 	If you are eligible to participate in the exchange offer and you do not tender your original notes, then you will not have further exchange or registration rights and you will continue to hold original notes subject to restrictions on transfer.	
Federal Income Tax Consequences	 	The exchange of original notes for new notes will not be taxable to a United States holder for federal income tax purposes. Consequently, you will not recognize any gain or loss upon receipt of the new notes. See "Material U.S. Federal Income Tax Considerations."	
Use of Proceeds	 	We will not receive any proceeds from the exchange offer.	
Accounting Treatment	 	We will not recognize any gain or loss on the exchange of notes. See "The Exchange Offer—Accounting Treatment."	
Exchange Agent	 	Wells Fargo Bank, National Association is the exchange agent. See "The Exchange Offer—Exchange Agent."	
 
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 The New Notes
         The summary below describes the principal terms of the new notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

Issuer	 	Oshkosh Corporation	
Notes Offered	 	$250,000,000 aggregate principal amount of 5.375% Senior Notes due 2025.	
Maturity Date	 	March 1, 2025.	
Interest	 	5.375%, accruing from March 2, 2015.	
Interest Payment Dates	 	Interest on the new notes will be payable semi-annually in cash in arrears on March 1 and September 1 of each year, commencing on September 1, 2015.	
Ranking	 	The new notes and guarantees will constitute our and the guarantors' senior unsecured obligations.	
	 	They will:	
	 	•
rank equally in right of payment with all of our and the guarantors' existing and future unsecured senior debt;	
	 	•
rank senior in right of payment to all of our and the guarantors' existing and future subordinated debt;	
	 	•
be effectively subordinated to any of our and the guarantors' existing and future secured debt, including all borrowings under our senior secured credit facility, to the extent of the value of the assets securing such debt; and	
	 	•
be structurally subordinated to all of the existing and future liabilities of each of our subsidiaries that do not guarantee the notes.	
	 	As of March 31, 2015, we had total debt outstanding of $898.7 million, all of which was senior debt, and of which $398.7 million was secured debt. In addition, as of March 31, 2015, we had approximately $760.4 million of availability under our senior secured revolving credit facility.	
Guarantees	 	Each of our existing and future subsidiaries that from time to time guarantees obligations under our senior secured credit facility, with certain exceptions, will jointly, severally, fully and unconditionally guarantee the new notes on a senior unsecured basis.	
	 	Our non-guarantor subsidiaries represented approximately 14.6% of our consolidated total revenues for the fiscal year ended September 30, 2014. In addition, these non-guarantor subsidiaries represented approximately 32.2% of our consolidated total assets and did not have any debt as of March 31, 2015.	
 
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Optional Redemption	 	At any time and from time to time we may redeem some or all of the new notes at the redemption prices described in "Description of New Notes—Optional Redemption." In addition, we may from time to time redeem up to 35% of the aggregate outstanding principal amount of the notes before March 1, 2018, with the net proceeds of certain equity offerings by us.	
Change of Control Triggering Event	 	If we experience a Change of Control Triggering Event, we must offer to purchase the new notes at 101% of their principal amount, plus accrued and unpaid interest. For more details, see "Description of New Notes—Change of Control Triggering Event."	
Certain Covenants	 	The indenture governing the new notes contains covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to:	
	 	•
incur additional debt;	
	 	•
pay dividends on our capital stock or repurchase our capital stock and make certain other restricted payments;	
	 	•
enter into agreements that limit the ability of a restricted subsidiary to make dividends, loans or other distributions to the Company;	
	 	•
grant liens on assets;	
	 	•
enter into sale and leaseback transactions;	
	 	•
merge, consolidate or transfer or dispose of substantially all of our assets;	
	 	•
sell, transfer or otherwise dispose of property and assets; and	
	 	•
engage in transactions with affiliates.	
Absence of Established Market for the New Notes	 	The new notes will be a new class of securities for which there is currently no market. Although certain of the initial purchasers have informed us that they intend to make a market in the new notes, they are not obligated to do so, and may discontinue market-making activities at any time without notice. We do not intend to list the new notes on any securities exchange. Accordingly, we cannot assure you that a liquid market for the new notes will develop or be maintained.	
Risk Factors	 	You should refer to the section entitled "Risk Factors" for an explanation of certain risks of investing in the new notes.	
 
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Further Issuances	 	We may in the future, without the consent of holders, issue additional notes on the same terms and conditions and with the same CUSIP/ISIN number as the original notes. The new notes and any additional notes subsequently issued under the indenture would be treated as a single series for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.	
Governing Law	 	New York.	
Trustee	 	Wells Fargo Bank, National Association.	
 
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 Summary Consolidated Financial Information and Other Data
        The following summary consolidated financial information for the fiscal years ended September 30, 2012, 2013 and 2014 and the following summary consolidated balance sheet information as of September 30, 2013 and 2014 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes incorporated by reference in this prospectus. The following summary consolidated balance sheet information as September 30, 2012 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes that are not incorporated by reference in this prospectus. The following summary consolidated financial information for the six months ended March 31, 2014 and 2015 and the following summary consolidated balance sheet information as of March 31, 2015 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes incorporated by reference in this prospectus. The following summary consolidated balance sheet information as of March 31, 2014 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes that are not incorporated by reference in this prospectus. This information is only a summary and you should read it in conjunction with our financial statements and related notes incorporated by reference in this prospectus. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature unless otherwise noted, necessary for a fair presentation for the periods shown. Results for the six months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year.
        The income statement data included in the following summary consolidated financial information reflects results from continuing operations only and therefore excludes the operations of our former mobile medical trailer and ambulance businesses, which have been reclassified to discontinued operations for all periods presented.

																	
 	 	Fiscal Year Ended
September 30,	 	Six Months Ended
March 31,	 	
 	 	2012	 	2013	 	2014	 	2014	 	2015	 	
 	 	(Dollars in millions)	 	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	 $	8,141.1	 	 $	7,665.1	 	 $	6,808.2	 	 $	3,208.1	 	 $	2,907.5	 	
Cost of sales	 	 	7,134.2	 	 	6,473.3	 	 	5,625.5	 	 	2,661.8	 	 	2,402.0	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Gross income	 	 	1,006.9	 	 	1,191.8	 	 	1,182.7	 	 	546.3	 	 	505.5	 	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Selling, general and administrative	 	 	561.5	 	 	620.5	 	 	624.1	 	 	302.7	 	 	303.3	 	
Amortization of purchased intangibles	 	 	57.7	 	 	56.6	 	 	55.3	 	 	27.7	 	 	26.8	 	
Intangible asset impairment charge	 	 	—	 	 	9.0	 	 	—	 	 	—	 	 	—	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Total operating expenses                	 	 	619.2	 	 	686.1	 	 	679.4	 	 	330.4	 	 	330.1	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Operating income(1)	 	 	387.7	 	 	505.7	 	 	503.3	 	 	215.9	 	 	175.4	 	
Other income (expense):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	 	 	(75.2	)	 	(66.0	)	 	(71.4	)	 	(43.2	)	 	(43.2	)	
Interest income	 	 	1.9	 	 	11.4	 	 	2.0	 	 	1.0	 	 	1.4	 	
Miscellaneous, net(2)	 	 	(5.2	)	 	(6.1	)	 	(2.0	)	 	(1.2	)	 	—	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Total other expense	 	 	(78.5	)	 	(60.7	)	 	(71.4	)	 	(43.4	)	 	(41.8	)	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	

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 	 	Fiscal Year Ended
September 30,	 	Six Months Ended
March 31,	 	
 	 	2012	 	2013	 	2014	 	2014	 	2015	 	
 	 	(Dollars in millions)	 	
Income from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	 	 	309.2	 	 	445.0	 	 	431.9	 	 	172.5	 	 	133.6	 	
Provision for income taxes	 	 	65.2	 	 	131.7	 	 	125.0	 	 	47.6	 	 	45.7	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Income from continuing operations before equity in earnings of unconsolidated affiliates	 	 	244.0	 	 	313.3	 	 	306.9	 	 	124.9	 	 	87.9	 	
Equity in earnings of unconsolidated affiliates	 	 	2.3	 	 	3.0	 	 	2.4	 	 	1.5	 	 	1.4	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Income from continuing operations, net of tax	 	 	246.3	 	 	316.3	 	 	309.3	 	 	126.4	 	 	89.3	 	
Income (loss) from discontinued operations, net of tax(3)	 	 	(14.4	)	 	1.7	 	 	—	 	 	—	 	 	—	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Net income	 	 	231.9	 	 	318.0	 	 	309.3	 	 	126.4	 	 	89.3	 	
Net income attributable to noncontrolling interest	 	 	(1.1	)	 	—	 	 	—	 	 	—	 	 	—	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Net income attributable to Oshkosh Corporation	 	 $	230.8	 	 $	318.0	 	 $	309.3	 	 $	126.4	 	 $	89.3	 	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
 ​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
 ​	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	​ 	​ 	​	
Balance Sheet Data (at end of period):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 $	540.7	 	 $	733.5	 	 $	313.8	 	 $	420.0	 	 $	53.4	 	
Receivables, net	 	 	1,018.6	 	 	794.3	 	 	974.9	 	 	986.3	 	 	993.8	 	
Inventories, net	 	 	937.5	 	 	822.0	 	 	960.9	 	 	913.1	 	 	1,196.5	 	
Net working capital	 	 	990.0	 	 	1,172.7	 	 	1,072.7	 	 	1,163.3	 	 	994.7	 	
Property, plant and equipment, net	 	 	369.9	 	 	362.2	 	 	405.5	 	 	369.4	 	 	444.9	 	
Total assets	 	 	4,947.8	 	 	4,765.7	 	 	4,586.7	 	 	4,684.0	 	 	4,555.9	 	
Total long-term debt, including current maturities	 	 	955.0	 	 	955.0	 	 	895.0	 	 	900.0	 	 	885.0	 	
Total Oshkosh Corporation shareholders' equity	 	 	1,853.5	 	 	2,107.8	 	 	1,985.0	 	 	2,112.8	 	 	1,898.0	 	
Cash Flow Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating activities	 	 $	268.3	 	 $	438.0	 	 $	170.4	 	 $	(54.3	)	 $	(70.7	)	
Investing activities	 	 	(41.8	)	 	(74.8	)	 	(114.8	)	 	(47.0	)	 	(73.4	)	
Financing activities	 	 	(117.3	)	 	(170.0	)	 	(476.0	)	 	(211.9	)	 	(119.0	)	
Additions to property, plant and equipment	 	 	(55.9	)	 	(46.0	)	 	(92.2	)	 	(36.4	)	 	(69.8	)	
Other Financial Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Backlog (at end of period)	 	 $	4,046.2	 	 $	2,838.0	 	 $	1,891.0	 	 $	2,727.1	 	 $	2,235.9	 	
Depreciation(4)	 	 	65.5	 	 	65.3	 	 	65.3	 	 	31.2	 	 	32.3	 	
Amortization(4)(5)	 	 	83.2	 	 	85.9	 	 	86.5	 	 	43.3	 	 	43.1	 	
Ratio of earnings to fixed charges(6)	 	 	4.8x	 	 	7.2x	 	 	7.3x	 	 	5.6x	 	 	4.9x	 	

(1)
Includes costs that we incurred in connection with a proxy contest of $6.6 million in fiscal 2012 and costs that we incurred in connection with an unsolicited tender offer for our common stock and a threatened proxy contest of $16.3 million in fiscal 2013.

(2)
Miscellaneous, net consists primarily of foreign currency transaction gains and losses.

(3)
In fiscal 2012, we completed the sale of our European mobile medical business, Oshkosh Specialty Vehicles (UK), Limited and AK Specialty Vehicles and its wholly-owned subsidiary, and discontinued production of U.S. mobile medical units. In fiscal 2013, we discontinued production of ambulances, which we previously sold under the Medtec brand name.

(4)
Excludes amounts recorded in discontinued operations.
 
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(5)
Amortization includes amortization of purchased intangible assets, deferred financing costs and non-cash stock-based compensation expense.

(6)
For purposes of calculating the ratios of earnings to fixed charges, earnings consist of income (loss) from continuing operations before income taxes and before income or loss from equity investees, plus fixed charges and amortization of capitalized interest and distributed income of equity investees, less capitalized interest. Fixed charges consist of interest expensed, interest capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness and an estimate of interest within rental expense.
 
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 RISK FACTORS
         You should carefully consider the risks described below, in addition to the other information contained or incorporated by reference in this prospectus, before deciding whether to exchange your original notes for new notes. Realization of any of these risks could have a material adverse effect on our business, financial condition, cash flows and results of operations or could materially affect the value or liquidity of the notes and result in the loss of all or part of your investment in the notes. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business operations, which also could result in the loss of all or part of your investment in the notes. Some of the statements in this discussion of risk factors are forward-looking statements. See "Disclosure Regarding Forward-Looking Statements."
 Risks Related to Our Business
 Certain of our markets are highly cyclical. Declines in these markets could have a material adverse effect on our operating performance.
        The high levels of sales in our defense segment between fiscal 2002 and 2013 were due in significant part to demand for defense trucks, replacement parts and services (including armoring) and truck remanufacturing arising from the conflicts in Iraq and Afghanistan. Events such as these are unplanned, as is the demand for our products that arises out of such events. Virtually all U.S. troops were withdrawn from Iraq during 2011 and from Afghanistan during 2014. These troop redeployments have resulted in significant reductions in the level of defense funding allocated to support U.S. military involvement in those conflicts. In addition, current economic and political conditions have put significant pressure on the U.S. federal budget, including the defense budget. Current and projected DoD budgets have significantly lower funding for our vehicles than we experienced during the Iraq and Afghanistan conflicts. The DoD could also seek to reallocate certain funds originally planned for the purchase of vehicles manufactured by us under the current defense budget request. In addition, the Budget Control Act of 2011 contains an automatic sequestration feature that requires additional cuts to defense spending through fiscal 2023. The two-year U.S. federal budget agreement signed by the President in December 2013 lessened the effects of sequestration in fiscal 2014 and 2015, but absent future budget agreements, the full effect of sequestration could return in the U.S. federal government's fiscal 2016 budget. The magnitude of the adverse impact that federal budget pressures will have on funding for Oshkosh defense programs is unknown. Furthermore, our defense business may fluctuate significantly from time to time as a result of the start and completion of existing and new domestic and international contract awards that we may receive.
        The access equipment market is highly cyclical and impacted by the strength of economies in general, by residential and non-residential construction spending, by the ability of rental companies to obtain third-party financing to purchase revenue generating assets, by capital expenditures of rental companies in general and by other factors, including oil and gas related activity. The ready-mix concrete market that we serve is highly cyclical and impacted by the strength of the economy generally, by the number of housing starts and by other factors that may have an effect on the level of concrete placement activity, either regionally or nationally. Refuse collection vehicle markets are also cyclical and impacted by the strength of economies in general, by municipal tax receipts and by the size and timing of capital expenditures by large waste haulers. Fire & emergency markets are cyclical later in an economic downturn and are impacted by the economy generally and by municipal tax receipts and capital expenditures.
        The global economic recovery has progressed at a slow pace, which has negatively impacted sales volumes for our access equipment, commercial and fire & emergency products as compared to historical levels. Lower U.S. and European housing starts and non-residential construction spending compared to historical levels is limiting potential sales volume increases in the access equipment and
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commercial segments. In addition, lower U.S. housing starts versus historical levels since fiscal 2008 have also resulted in lower municipal tax revenues, which continues to negatively impact demand for refuse collection vehicles and fire apparatus and has delayed the recovery in these markets. While demand in our access equipment markets has rebounded from historical lows that we experienced during the Great Recession, such demand is dependent on global economies and may not be sustainable. A lack of sustained improvement in residential and non-residential construction spending generally may result in our inability to achieve our fiscal 2015 expectations or cause future weakness in demand for our products. Furthermore, as we experienced in the Latin American markets starting in the second half of fiscal 2014, growth in certain global markets has slowed or could slow, which could negatively impact our sales in those markets. All of these factors, whether taken together or individually, could result in lower demand for our products. We cannot provide any assurance that the slow economic recovery will not progress even more slowly than what we or the market expect. If the global economic recovery progresses more slowly than what we or the market expect, then there could be a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
        Concrete mixer and access equipment sales also are seasonal with the majority of such sales occurring in the spring and summer months, which constitute the traditional construction season in the Northern hemisphere. The timing of orders for the traditional construction season in the Northern hemisphere can be impacted by the relative harshness and length of winter weather.
 We may not be able to execute on our MOVE strategy.
        We previously announced a roadmap, our MOVE strategy, to deliver long-term growth and earnings. The long-term growth and earnings that we expect to achieve as a result of our MOVE strategy are based on certain assumptions we have made, which assumptions may prove to be incorrect. We cannot provide any assurance we will be able to successfully execute our MOVE strategy, which is subject to a variety of risks, including the following:
•
A lower or slower than expected recovery in housing starts and non-residential construction spending in the U.S., including a scenario where lower oil and gas industry activity leads to a broader slowdown in residential and non-residential construction activity; 

•
A slower or less significant recovery in any of our global markets than we expect, especially in the access equipment markets in Europe, Australia and Latin America and the refuse collection vehicle market in North America where the recovery has been slower than expected; 

•
Greater than expected declines in DoD tactical wheeled vehicle spending; 

•
Our inability to design new products that meet our customers' requirements and bring them to market; 

•
Our inability to adjust our cost structure in response to lower defense spending; 

•
Higher costs than anticipated to launch new products; 

•
Greater than expected pressure on municipal budgets; 

•
Our inability to raise prices to offset cost increases or increase margins; 

•
The possibility that commodity cost escalations could erode profits; 

•
Low cost competitors aggressively entering one or more of our markets with significantly lower pricing; 

•
Primary competitors vying for share gains through aggressive price competition; 

•
Our inability to obtain and retain adequate resources to support production ramp-ups, including management personnel;
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•
The inability of our supply base to keep pace with the economic recovery; 

•
Our failure to realize product, process and overhead cost reduction targets; 

•
Slow adoption of our products in emerging markets and/or our inability to successfully execute our emerging market growth strategy; 

•
Not winning key large DoD contracts, such as the JLTV production contract, and other international defense tactical wheeled vehicle contracts, including our inability to obtain an international vehicle contract in sufficient time to sell a couple hundred vehicles in fiscal 2015; and 

•
The possibility that we or our supply base could lose experienced personnel during the estimated six-month break in production of our Family of Heavy Tactical Vehicles ("FHTV") program that began in the second quarter of fiscal 2015, which could result in additional time and resources to restart production. Our supply base also includes both small and large manufacturing companies which may not start-up production as fast as we anticipate, leading to part shortages and additional costs to manufacture our products. In addition, costs that we continue to incur during such break in production in anticipation of restarting the program could be higher than expected.
 Our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that could materially reduce our revenues or profits.
        We are dependent on U.S. and foreign government contracts for a substantial portion of our business. Approximately 24% of our sales in fiscal 2014 were to the DoD. That business is subject to the following risks, among others, that could have a material adverse effect on our operating performance:
•
Our business is susceptible to changes in the U.S. defense budget, which may reduce revenues that we expect from our defense business, especially in light of federal budget pressures in part caused by U.S. economic weakness, the withdrawal of U.S. troops from Iraq and Afghanistan, sequestration and the level of defense funding that will be allocated to the DoD's tactical wheeled vehicle strategy generally. 

•
The U.S. government may not appropriate funding that we expect for our U.S. government contracts, which may prevent us from realizing revenues under current contracts or receiving additional orders that we anticipate we will receive. Current and projected DoD budgets include significantly lower funding for our vehicles than we experienced during the Iraq and Afghanistan conflicts. 

•
The funding of U.S. government programs is subject to an annual congressional budget authorization and appropriation process. In years when the U.S. government does not complete its budget process before the end of its fiscal year, government operations are typically funded pursuant to a "continuing resolution," which allows federal government agencies to operate at spending levels approved in the previous budget cycle, but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, delays can occur in the procurement of the products, services and solutions that we provide and may result in new initiatives being cancelled. In years when the U.S. government fails to complete its budget process or to provide for a continuing resolution, a federal government shutdown may result, similar to that which occurred in October 2013. This could in turn result in the delay or cancellation of key programs, which could have a negative effect on our cash flows and adversely affect our future results. In addition, payments to contractors for services performed during a federal government shutdown may be delayed, which would have a negative effect on our cash flows.
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•
Competitions for the award of defense truck contracts are intense, and we cannot provide any assurance that we will be successful in the defense truck procurement competitions in which we participate. In particular, we are competing for the JLTV contract, which is the only U.S. tactical wheeled vehicle contract of significant size that is available for bid by us for the foreseeable future. As such, the JLTV contract win is critically important for the long-term outlook of our defense segment, which is dedicated to tactical wheeled vehicle manufacturing and sales. Technical evaluation, valuation of JLTV design rights, pricing and life cycle cost adjustments will be important evaluation factors in this competition. 

•
Certain of our government contracts for the U.S. Army and U.S. Marines could be suspended or terminated, and all such contracts expire in the future and may not be replaced, which could reduce revenues that we expect under the contracts and negatively affect margins in our defense segment. 

•
The Competition in Contracting Act requires competition for U.S. defense programs in certain circumstances. Competition for DoD programs that we currently have could result in the U.S. government awarding future contracts to another manufacturer or the U.S. government awarding the contracts to us at lower prices and operating margins than we experience under the current contracts. In addition, the U.S. government has become more aggressive in seeking to acquire the design rights to our current and potential future programs to facilitate competition for manufacturing our vehicles. Sale of design rights to the DoD is an evaluation factor in the JLTV contract competition and may be an evaluation factor in other future U.S. government contract competitions. 

•
Defense truck contract awards that we receive may be subject to protests by competing bidders, which protests, if successful, could result in the DoD revoking part or all of any defense truck contract it awards to us and our inability to recover amounts we have expended in anticipation of initiating production under any such contract. 

•
Most of our government contracts are fixed-price contracts with price escalation factors included for those contracts that extend beyond one year. Our actual costs on any of these contracts may exceed our projected costs, which could result in profits lower than historically realized or than we anticipate or net losses under these contracts. 

•
We must spend significant sums on product development and testing, bid and proposal activities and pre-contract engineering, tooling and design activities in competitions to have the opportunity to be awarded these contracts. 

•
Our defense products undergo rigorous testing by the customer and are subject to highly technical requirements. Our products are inspected extensively by the DoD prior to acceptance to determine adherence to contractual technical and quality requirements. Any failure to pass these tests or to comply with these requirements could result in unanticipated retrofit and rework costs, vehicle design changes, delayed acceptance of vehicles, late or no payments under such contracts or cancellation of the contract to provide vehicles to the U.S. government. 

•
As a U.S. government contractor, our U.S. government contracts and systems are subject to audit and review by the Defense Contract Audit Agency and the Defense Contract Management Agency. These agencies review our performance under our U.S. government contracts, our cost structure and our compliance with laws and regulations applicable to U.S. government contractors. Systems that are subject to review include, but are not limited to, our accounting systems, estimating systems, material management systems, earned value management systems, purchasing systems and government property systems. If improper or illegal activities, errors or system inadequacies come to the attention of the U.S. government, as a result of an audit or otherwise, then we may be subject to civil and criminal penalties, contract adjustments and/or
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agreements to upgrade existing systems as well as administrative sanctions that may include the termination of our U.S. government contracts, forfeiture of profits, suspension of payments, fines and, under certain circumstances, suspension or debarment from future U.S. government contracts for a period of time. Whether or not illegal activities are alleged and regardless of materiality, the U.S. government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate. These laws and regulations affect how we do business with our customers and, in many instances, impose added costs on our business.
•
Our defense truck contracts are large in size and require significant personnel and production resources, and when such contracts end or significantly reduce their vehicle requirements, we must make adjustments to personnel and production resources. The start and completion of existing and new contract awards that we may receive can cause our defense business to fluctuate significantly. During the past eighteen months, we have completed significant reductions to our production and office workforce in our defense segment. Additional workforce reductions may be required. If we are unable to effectively reduce our cost structure, our future earnings and cash flows would be adversely affected. In addition, if we are not able to adequately utilize existing defense segment production equipment, we could incur asset impairment charges. 

•
Our FHTV contract expired in September 2013 and vehicle production under this contract was concluded in December 2014. The U.S. Army has announced its intention to award an extension for the FHTV program to us under which we would continue producing new or remanufactured FHTVs. Based on the current status and pace of contract negotiations, we estimate that the break in FHTV production that started at the beginning of the second quarter of fiscal 2015 will extend through the third quarter of fiscal 2015. Production stoppages could lead to loss of experienced personnel, our inability to absorb our fixed costs and expenditure of additional time and resources to restart production. 

•
We have historically received payments in advance of product deliveries, or performance-based payments ("PBP"), on a number of our U.S. government contracts. In the event that we are not able to meet our obligations under these contracts, the U.S. government may discontinue, suspend or reduce the PBPs that it currently provides under these contracts. The U.S. government also has become less willing to offer PBPs and has generally reduced the amount of PBPs on new contract awards. If we stop receiving PBPs or receive PBPs at lower levels on future contract awards, it could have an adverse effect on our cash flows. With the decline in defense segment backlog, we are no longer receiving the magnitude of PBPs we have historically received. This current reduction in our receipt of PBPs has had a negative effect on our cash flows as we complete units for which we previously received PBPs. 

•
In the event of component availability constraints, the U.S. government has the ability to unilaterally divert the supply of components used on multiple government programs to those programs rated most urgent (DX-rated programs). This could result in the U.S. government diverting the supply of component parts necessary for the production of vehicles under our U.S. defense contracts to other contractors. 

•
We periodically experience difficulties with sourcing sufficient vehicle carcasses from the U.S. military to maintain our defense truck remanufacturing schedule, which can create uncertainty and inefficiencies for this area of our business.
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 An impairment in the carrying value of goodwill and other indefinite-lived intangible assets could negatively affect our operating results.
        We have a substantial amount of goodwill and other indefinite-lived intangible assets on our balance sheet as a result of acquisitions we have completed. At March 31, 2015, approximately 89% of these intangibles were concentrated in the access equipment segment. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date. The carrying value of indefinite-lived intangible assets represents the fair value of trademarks and trade names as of the acquisition date. We do not amortize goodwill and indefinite-lived intangible assets that we expect to contribute indefinitely to our cash flows, but instead we evaluate these assets for impairment at least annually, or more frequently if potential interim indicators exist that could result in impairment. In testing for impairment, if the carrying value of a reporting unit exceeds its current fair value as determined based on the discounted future cash flows of the reporting unit and market comparable sales and earnings multiples, the goodwill or intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. Events and conditions that could result in impairment include a prolonged period of global economic weakness, a further decline in economic conditions or a slow, weak economic recovery, as well as sustained declines in the price of our common stock, adverse changes in the regulatory environment, adverse changes in the market share of our products; adverse changes in interest rates, or other factors leading to reductions in the long-term sales or profitability that we expect. Determination of the fair value of a reporting unit includes developing estimates which are highly subjective and incorporate calculations that are sensitive to minor changes in underlying assumptions. Management's assumptions change as more information becomes available. Changes in these assumptions could result in an impairment charge in the future, which could have a significant adverse impact on our reported earnings.
 Financing costs and restrictive covenants in our current debt facilities could limit our flexibility in managing our business and increase our vulnerability to general adverse economic and industry conditions.
        Our credit agreement contains financial and restrictive covenants which, among other things, require us to satisfy quarter-end financial ratios, including a leverage ratio, a senior secured leverage ratio and an interest coverage ratio. Our ability to meet the financial ratios in such covenants may be affected by a number of risks or events, including the risks described herein and events beyond our control. The indentures governing our senior notes also contain restrictive covenants. Any failure by us to comply with these restrictive covenants or the financial and restrictive covenants in our credit agreement could have a material adverse effect on our financial condition, results of operations and debt service capability.
        Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. Our current long-term credit ratings are BB+ with "stable" outlook from Standard & Poor's Rating Services and Ba2 with "stable" outlook from Moody's Investors Service. A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain.
        We had $898.7 million of debt outstanding as of March 31, 2015, which consisted primarily of a $385.0 million term loan under our credit agreement maturing in March 2019, $13.7 million outstanding under a revolving credit facility and $500.0 million of senior notes, $250.0 million of which mature in March 2022 and $250.0 million of which mature in March 2025. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, political and other factors, some of which are beyond our control. As we discussed above, our dependency on contracts with U.S. and foreign government agencies subjects us to a variety of risks that, if realized, could materially reduce our revenues, profits and cash flows. In addition, among other risks that we face that could affect our
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revenues, profits and cash flows, the current economic uncertainty could become more severe or prolonged. Accordingly, conditions could arise that could limit our ability to generate sufficient cash flows or access borrowings to enable us to fund our liquidity needs, further limit our financial flexibility or impair our ability to obtain alternative financing sufficient to repay our debt at maturity.
        The covenants in our credit agreement and the indentures governing our senior notes, our credit rating, our current debt levels and the current credit market conditions could have important consequences for our operations, including:
•
Render us more vulnerable to general adverse economic and industry conditions in our highly cyclical markets or economies generally; 

•
Require us to dedicate a portion of our cash flow from operations to interest costs or required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, share repurchases, dividends and other general corporate activities; 

•
Limit our ability to obtain additional financing in the future to fund growth working capital, capital expenditures, new product development expenses and other general corporate requirements; 

•
Limit our ability to enter into additional foreign currency and interest rate derivative contracts; 

•
Make us vulnerable to increases in interest rates as our debt under our credit agreement is at variable rates; 

•
Limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve; 

•
Place us at a competitive disadvantage compared to less leveraged competitors; and 

•
Limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business opportunities if we had additional borrowing capacity.
 Raw material price fluctuations may adversely affect our results.
        We purchase, directly and indirectly through component purchases, significant amounts of steel, aluminum, petroleum based products and other raw materials annually. Steel, aluminum, fuel and other commodity prices have historically been highly volatile. It is foreseeable that costs for these items may increase in the future due to one or more of the following: a sustained economic recovery, political unrest in certain countries or a weakening U.S. dollar. Increases in commodity costs negatively impact the profitability of orders in backlog as prices on those orders are usually fixed. If we are not able to recover commodity cost increases through price increases to our customers on new orders, then such increases will have an adverse effect on our results of operations. Additionally, if we are unable to negotiate timely component cost decreases commensurate with any decrease in commodity costs, then our higher component prices could put us at a material disadvantage as compared to our competition.
        Furthermore, in the defense segment, we largely do business under multi- year firm, fixed-price contracts with the DoD, which typically contain annual price increases. We attempt to limit the risk related to raw material price fluctuations in the defense segment by obtaining firm pricing from suppliers at the time a contract is awarded. However, if these suppliers do not honor their contracts, then we could face margin pressure in our defense business.
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 We expect to incur costs and charges as a result of measures such as facilities and operations consolidations and workforce reductions that we expect will reduce on-going costs, and those measures also may be disruptive to our business and may not result in anticipated cost savings.
        We have been consolidating facilities and operations in an effort to make our business more efficient and expect to continue to review our overall manufacturing footprint. We have incurred, and expect to incur in the future, additional costs and restructuring charges in connection with such consolidations, workforce reductions and other cost reduction measures that have adversely affected, and to the extent incurred in the future would adversely affect, our future earnings and cash flows. Furthermore, such actions may be disruptive to our business. This may result in production inefficiencies, product quality issues, late product deliveries or lost orders as we begin production at consolidated facilities, which would adversely impact our sales levels, operating results and operating margins. In addition, we may not realize the cost savings that we expect to realize as a result of such actions.
        During the past eighteen months we have completed significant reductions to our production and office workforce in our defense segment. Additional workforce reductions may be required. We may incur costs and restructuring charges in connection with such workforce reductions that could adversely affect our future earnings and cash flows. Furthermore, such actions may be disruptive to our business.
 We may experience losses in excess of our recorded reserves for doubtful accounts, finance receivables, notes receivable and guarantees of indebtedness of others.
        As of March 31, 2015, we had consolidated gross receivables of $1.03 billion. In addition, we were a party to agreements whereby we estimate our maximum exposure to be $123.2 million under guarantees of customer indebtedness to third parties aggregating approximately $469.6 million. We evaluate the collectability of open accounts, finance receivables, notes receivable and our guarantees of indebtedness of others based on a combination of factors and establish reserves based on our estimates of potential losses. In circumstances where we believe it is probable that a specific customer will have difficulty meeting its financial obligations, a specific reserve is recorded to reduce the net recognized receivable to the amount we expect to collect, and/or we recognize a liability for a guarantee we expect to pay, taking into account any amounts that we would anticipate realizing if we are forced to repossess the equipment that supports the customer's financial obligations to us. We also establish additional reserves based upon our perception of the quality of the current receivables, the current financial position of our customers and past collections experience. Prolonged or more severe economic weakness may result in additional requirements for specific reserves. During periods of economic weakness, the collateral underlying our guarantees of indebtedness of customers or receivables can decline sharply, thereby increasing our exposure to losses. We also face a concentration of credit risk as the access equipment segment's ten largest debtors at March 31, 2015 represented approximately 38% of our consolidated gross receivables. Some of these customers are highly leveraged. We may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers' financial obligations is not realized. Our cash flows and overall liquidity may be materially adversely affected if any of the financial institutions that finance our customer receivables become unable or unwilling, due to unfavorable economic conditions, a weakening of our or their financial position or otherwise, to continue providing such credit.
 A disruption or termination of the supply of parts, materials, components and final assemblies from third-party suppliers could delay sales of our vehicles and vehicle bodies.
        We have experienced, and may in the future experience, significant disruption or termination of the supply of some of our parts, materials, components and final assemblies that we obtain from sole source suppliers or subcontractors. We may also incur a significant increase in the cost of these parts,
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materials, components or final assemblies. These risks are increased in a weak economic environment and when demand increases coming out of an economic downturn. Such disruptions, terminations or cost increases have resulted and could further result in manufacturing inefficiencies due to us having to wait for parts to arrive on the production line, could delay sales and could result in a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
 Our results could be adversely affected by severe weather, natural disasters, and other events in the locations in which we or our customers or suppliers operate.
        We have manufacturing and other operations in locations prone to severe weather and natural disasters, including earthquakes, hurricanes or tsunamis, that could disrupt our operations. Our suppliers and customers also have operations in such locations. Severe weather or a natural disaster that results in a prolonged disruption to our operations, or the operations of our customers or suppliers, such as that which occurred during the second quarter of fiscal 2015 in the Northeast United States, could delay delivery of parts, materials or components to us or sales to our customers and could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
 Our objective is to expand international operations and sales, the conduct of which subjects us to risks that may have a material adverse effect on our business.
        Expanding international operations and sales is a part of our growth strategy. Our outlook depends in part upon increases in international orders and sales, but those orders and sales may not materialize. International operations and sales are subject to various risks, including political, religious and economic instability, local labor market conditions, the imposition of foreign tariffs and other trade barriers, the impact of foreign government regulations and the effects of income and withholding taxes, sporadic order patterns, governmental expropriation and differences in business practices. We may incur increased costs and experience delays or disruptions in product deliveries and payments in connection with international manufacturing and sales that could cause loss of revenues and earnings. Among other things, there are additional logistical requirements associated with international sales, which increase the amount of time between the completion of vehicle production and our ability to recognize related revenue. In addition, expansion into foreign markets requires the establishment of distribution networks and may require modification of products to meet local requirements or preferences. Establishment of distribution networks or modification to the design of our products to meet local requirements and preferences may take longer or be more costly than we anticipate and could have a material adverse effect on our ability to achieve international sales growth. Some of these international sales require financing to enable potential customers to make purchases. Availability of financing to non-U.S. customers depends in part on the U.S. Export-Import Bank, whose current authorization expires at the end of June 2015. In addition, our entry into certain markets that we wish to enter may require us to establish a joint venture. Identifying an appropriate joint venture partner and creating a joint venture could be more time consuming, more costly and more difficult than we anticipate.
        As a result of our international operations and sales, we are subject to the Foreign Corrupt Practices Act ("FCPA") and other laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. Our international activities create the risk of unauthorized payments or offers of payments in violation of the FCPA by one of our employees, consultants, sales agents or distributors, because these parties are not always subject to our control. Any violations of the FCPA could result in significant fines, criminal sanctions against us or our employees, and prohibitions on the conduct of our business, including our business with the U.S. government. We are also increasingly subject to export control regulations, including, without limitation, the United States Export Administration Regulations and the International Traffic in Arms Regulations. Unfavorable changes in the political, regulatory or business
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climate could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows.
 We are subject to fluctuations in exchange rates associated with our non-U.S. operations that could adversely affect our results of operations and may significantly affect the comparability of our results between financial periods.
        Approximately 23% of our net sales in fiscal 2014 were attributable to products sold outside of the United States, of which approximately 75% involved export sales from the United States. The majority of export sales are denominated in U.S. dollars. Sales outside the United States are typically made in the local currencies of those countries. Fluctuations in foreign currency can have an adverse impact on our sales and profits as amounts that are measured in foreign currency are translated back to U.S. dollars. We have sales of inventory denominated in U.S. dollars to certain of our subsidiaries that have functional currencies other than the U.S. dollar. The exchange rates between many of these currencies and the U.S. dollar have fluctuated significantly in recent years and may fluctuate significantly in the future. Such fluctuations, in particular those with respect to the Euro, the Chinese renminbi, the Canadian dollar, the Mexican peso, the Brazilian real and the Australian dollar, may have a material effect on our net sales, financial condition, profitability and/or cash flows and may significantly affect the comparability of our results between financial periods. Any appreciation in the value of the U.S. dollar in relation to the value of the local currency, as we have experienced during the first six months of fiscal 2015, will adversely affect our revenues from our foreign operations when translated into U.S. dollars. Likewise, any appreciation in the value of the U.S. dollar in relation to the value of the local currency of those countries where our products are sold will increase our costs of goods in our foreign operations, to the extent such costs are payable in U.S. dollars, and impact the competitiveness of our product offerings in international markets.
 Disruptions or cost overruns in connection with the implementation of our global enterprise resource planning system could negatively affect our operations.
        We are in the process of implementing a multi-year project to replace many of our existing operating and financial systems with a global enterprise resource planning system. The implementation of this system is a major undertaking, both financially and from a management and personnel perspective. Should the system not be implemented successfully and within budget, or if the system does not perform in a satisfactory manner, it could disrupt or otherwise adversely affect our operations and financial results, including our ability, among other things, to timely manufacture products for sale to our customers and to report accurate and timely financial results.
 Changes in regulations could adversely affect our business.
        Both our products and the operation of our manufacturing facilities are subject to statutory and regulatory requirements. These include environmental requirements applicable to manufacturing and vehicle emissions, government contracting regulations and domestic and international trade regulations. A significant change to these regulatory requirements could substantially increase manufacturing costs or impact the size or timing of demand for our products, all of which could make our business results more variable.
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        In particular, climate change is receiving increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Congress has previously considered and may in the future implement restrictions on greenhouse gas emissions through a cap-and-trade system under which emitters would be required to buy allowances to offset emissions of greenhouse gas. In addition, several states, including states where we have manufacturing plants, are considering various greenhouse gas registration and reduction programs. Our manufacturing plants use energy, including electricity and natural gas, and certain of our plants emit amounts of greenhouse gas that may be affected by these legislative and regulatory efforts. Greenhouse gas regulation could increase the price of the electricity we purchase, increase costs for our use of natural gas, potentially restrict access to or the use of natural gas, require us to purchase allowances to offset our own emissions or result in an overall increase in our costs of raw materials, any one of which could increase our costs, reduce our competitiveness in a global economy or otherwise negatively affect our business, operations or financial results.
        SEC disclosure requirements impose inquiry, diligence and disclosure obligations with respect to "conflict minerals," defined as tin, tantalum, tungsten and gold, that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by an SEC reporting company. Certain of these minerals are used extensively in components manufactured by our suppliers (or in components incorporated by our suppliers into components supplied to us) for use in our vehicles or other products. Under the rules, an SEC reporting company must conduct a country of origin inquiry that is reasonably designed to determine whether any of the "conflict minerals" that are necessary to the functionality of a product manufactured, or contracted to be manufactured, by the company originated in the Democratic Republic of the Congo or an adjoining country. If any such "conflict minerals" originated in the Democratic Republic of Congo or an adjoining country, the rules require the issuer to exercise due diligence on the source of such "conflict minerals" and their chain of custody with the ultimate objective of determining whether the "conflict minerals" directly or indirectly financed or benefited armed groups in the Democratic Republic of the Congo or an adjoining country. The issuer must then prepare and file with the SEC a report regarding its diligence efforts. Our supply chain is very complex and multifaceted. While we have no intention to use minerals sourced from the Democratic Republic of Congo or adjoining countries that finance or benefit armed groups, we have incurred and expect to incur significant costs to conduct our country of origin inquiry and, if necessary, to exercise such due diligence. As mandated by DoD regulations, a significant number of our suppliers are small businesses, and those small businesses have limited or no resources to track their sources of minerals. As a result, we expect significant difficulty in determining the country of origin or the source and chain of custody for all "conflict minerals" used in our products and disclosing that our products are "conflict free" (meaning that they do not contain "conflict minerals" that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country). We may face reputational challenges if we are unable to verify the country of origin or the source and chain of custody for all "conflict minerals" used in our products or if we are unable to disclose that our products are "conflict free." Implementation of these rules may also affect the sourcing and availability of some minerals necessary to the manufacture of our products and may affect the availability and price of "conflict minerals" capable of certification as "conflict free." Accordingly, we may incur significant costs as a consequence of these rules, which may adversely affect our business, financial condition or results of operations.
 Disruptions within our dealer network could adversely affect our business.
        Although we sell the majority of our products directly to the end user, we market, sell and service products through a network of independent dealers in the fire & emergency segment and in a limited number of markets for the access equipment and commercial segments. As a result, our business with respect to these products is influenced by our ability to establish and manage new and existing
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relationships with dealers. While we have relatively low turnover of dealers, from time to time, we or a dealer may choose to terminate the relationship as a result of difficulties that our independent dealers experience in operating their businesses due to economic conditions or other factors, or as a result of an alleged failure by us or an independent dealer to comply with the terms of our dealer agreement. We do not believe our business is dependent on any single dealer, the loss of which would have a sustained material adverse effect upon our business. However, disruption of dealer coverage within a specific state or other geographic market could cause difficulties in marketing, selling or servicing our products and have an adverse effect on our business, operating results or financial condition.
        In addition, our ability to terminate our relationship with a dealer is limited due to state dealer laws, which generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with required notices. Under many state laws, dealers may protest termination notices or petition for relief from termination actions. Responding to these protests and petitions may cause us to incur costs and, in some instances, could lead to litigation resulting in lost opportunities with other dealers or lost sales opportunities, which may have an adverse effect on our business, operating results or financial condition.
 Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer.
        We use our information systems to collect and store confidential and sensitive data, including information about our business, our customers and our employees. As technology continues to evolve, we anticipate that we will collect and store even more data in the future and that our systems will increasingly use remote communication features that are sensitive to both willful and unintentional security breaches. Much of our value relative to our competitors is derived from our confidential business information, including vehicle designs, proprietary technology and trade secrets, and to the extent the confidentiality of such information is compromised, we may lose our competitive advantage and our vehicle sales may suffer.
        We also collect, retain and use personal information, including data we gather from customers for product development and marketing purposes, and data we obtain from employees. In the event of a breach in security that allows third parties access to this personal information, we are subject to a variety of ever-changing laws on a global basis that require us to provide notification to the data owners, and that subject us to lawsuits, fines and other means of regulatory enforcement. Depending on the function involved, a breach in security may lead to customers purchasing vehicles from our competitors, subject us to lawsuits, fines and other means of regulatory enforcement or harm employee morale.
 Risks Related to the Exchange Offer and the New Notes
 You may have difficulty selling the original notes that you do not exchange .
        If you do not exchange your original notes for the new notes offered in the exchange offer, then you will continue to be subject to the restrictions on transfer of your original notes. Those transfer restrictions are described in the indenture governing the new notes and in the legend contained on the original notes, and arose because we originally issued the original notes under exemptions from, and in transactions not subject to, the registration requirements of the Securities Act.
        In general, you may offer or sell your original notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We do not intend to register the original notes under the Securities Act.
        If a large number of original notes are exchanged for new notes issued in the exchange offer, then it may be more difficult for you to sell your unexchanged original notes. In addition, if you do not
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exchange your original notes in the exchange offer, then you will no longer be entitled to have those notes registered under the Securities Act.
        See "The Exchange Offer—Consequences of Failure to Exchange Original Notes" for a discussion of the possible consequences of failing to exchange your original notes.
 Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the new notes and our other debt instruments.
        We have a substantial amount of debt. As of March 31, 2015, we had $898.7 million of debt outstanding, which consisted primarily of a $385.0 million term loan under our senior secured credit agreement, $13.7 million under a revolving credit facility and $500.0 million of senior notes. In addition, we had approximately $760.4 million of availability under our senior secured revolving credit facility. Our substantial indebtedness and the related restrictive covenants could have important consequences, including:
•
make it more difficult for us to satisfy our obligations with respect to the new notes and our other indebtedness; 

•
render us more vulnerable to general adverse economic and industry conditions in our highly cyclical markets or economies generally; 

•
require us to dedicate a portion of our cash flow from operations to interest costs or required payments on debt, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, research and development, share repurchases, dividends and other general corporate activities; 

•
limit our ability to obtain additional financing in the future to fund growth working capital, capital expenditures, new product development expenses and other general corporate requirements; 

•
limit our ability to enter into additional foreign currency and interest rate derivative contracts; 

•
make us vulnerable to increases in interest rates, because a portion of our debt outstanding under our credit agreement is at variable rates; 

•
limit our flexibility in planning for, or reacting to, changes in our business and the markets we serve; 

•
place us at a competitive disadvantage compared to our less leveraged competitors; and 

•
limit our ability to pursue strategic acquisitions that may become available in our markets or otherwise capitalize on business opportunities if we had additional borrowing capacity.
 We may not be able to generate a sufficient amount of cash flow to meet our debt service obligations.
        Our ability to make scheduled payments or to refinance our obligations with respect to the new notes and our other indebtedness will depend on our financial and operating performance, which, in turn, is subject to prevailing economic and industry conditions and other factors, including the availability of financing in the banking and capital markets, beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations and other commitments, then we could face substantial liquidity problems and may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain additional capital, or restructure or refinance our indebtedness. We may be unable to effect any of these actions on a timely basis, on commercially reasonable terms or at all, or these actions may be insufficient to meet our capital requirements. In addition, any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. If
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we cannot make scheduled payments on our indebtedness, we will be in default and, as a result, our debt holders could declare all outstanding principal and interest to be due and payable, and we could be forced into bankruptcy or liquidation.
 Despite current indebtedness levels, we may incur additional debt. The incurrence of additional debt could further exacerbate the risks associated with our substantial indebtedness and could result in increased borrowing costs.
        Our senior secured credit agreement and the indentures governing our outstanding senior notes permit, and the indenture governing the notes will permit, us and our existing and future subsidiaries to incur additional debt, including additional notes, subject to certain limitations. In addition, at March 31, 2015, we had approximately $760.4 million of availability under our senior secured revolving credit facility. If new debt is added to our or any such subsidiary's current debt levels, then the related risks that we and they face could intensify.
        Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain. Credit ratings by the various rating agencies reflect each agency's opinion of the ability of the issuers to repay debt obligations as they come due or of the issuers' general creditworthiness without regard to any specific debt obligation. A credit rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating. See "Description of Certain Indebtedness" and "Description of New Notes—Certain Covenants—Limitation on Incurrence of Debt" for additional information.
 The restrictive covenants in the instruments governing our indebtedness may affect our ability to operate our business successfully.
        Our senior secured credit agreement, the indenture governing our outstanding senior notes and the indenture governing the new notes include various provisions that limit our ability to, among other things:
•
incur additional indebtedness, guarantees or other obligations; 

•
declare dividends, make distributions or redeem or repurchase capital stock; 

•
create liens on assets; 

•
sell, transfer or otherwise dispose of property and assets; 

•
enter into transactions with our affiliates; and 

•
engage in mergers, acquisitions and consolidations.
        In addition, instruments governing our future indebtedness may contain similar or more restrictive covenants. These covenants could adversely affect our ability to finance our future operations or capital needs and pursue available business opportunities.
        Our senior secured credit agreement also requires us to maintain specified quarter-end financial ratios, including a leverage ratio, a senior secured leverage ratio and an interest coverage ratio. Events beyond our control, including changes in general economic and business conditions and the other risks described in this prospectus, may affect our ability to meet those financial ratios. We cannot assure you that we will meet those tests or that the lenders will waive any failure to meet those tests or agree to amendments to those tests.
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        A breach of any of the covenants contained in our senior secured credit agreement, the indentures governing our outstanding senior notes and the indenture governing the new notes or any instrument governing our future indebtedness would result in a default thereunder and may result in a default under our other indebtedness. See "Description of Certain Indebtedness" and "Description of New Notes—Certain Covenants" for additional information.
 If we default under the agreements governing our indebtedness, we may not be able to make payments on the new notes.
        Any default under the agreements governing our indebtedness, including a default under our senior secured credit agreement or the indentures governing our outstanding senior notes, that is not waived by the required lenders, and the remedies sought by the holders of such indebtedness, could make us unable to pay amounts due on the new notes and may substantially decrease the market value of the new notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in our indentures and our senior secured credit agreement), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured credit agreement and the indentures. In the event of such a default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, and the lenders under our senior secured credit agreement could elect to terminate their commitments thereunder, cease making further loans and foreclose on the collateral pledged to them. We have pledged a substantial portion of our assets to the lenders under our senior secured credit agreement. In such an event, we cannot assure you that we would have sufficient assets to pay amounts due on the new notes. As a result, you may receive less than the full amount you would otherwise be entitled to receive on the new notes. See "Description of Certain Indebtedness" and "Description of New Notes."
 The new notes and the guarantees will not be secured by any of our assets or the assets of any of our subsidiaries. Indebtedness under our senior secured credit agreement is secured, giving the lenders under our senior secured credit agreement a prior claim on a substantial portion of our assets and the assets of our subsidiaries.
        The new notes and the guarantees will not be secured by any of our assets or the assets of any of our subsidiaries, whereas indebtedness under our senior secured credit agreement is secured by a substantial portion of our assets and the assets of our subsidiaries. As of March 31, 2015, we had $385.0 million of outstanding borrowings under our senior secured credit agreement, and we had the ability to borrow an additional $760.4 million under the revolving portion of our senior secured credit agreement. The indenture governing the new notes permits us and our subsidiaries, subject to certain restrictions, to incur additional secured debt in the future. If we or our subsidiaries become insolvent or are liquidated, or if payment under any of the instruments governing our or our subsidiaries' secured debt is accelerated, the lenders under those instruments will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the instruments governing such debt. Accordingly, the lenders under our senior secured credit agreement and our and our subsidiaries' other secured indebtedness will have a priority claim on the assets securing the debt owed to them. In that event, because the new notes and the guarantees will not be secured by any of our assets or the assets of any of our subsidiaries, it is possible that our and our subsidiaries' remaining assets might be insufficient to satisfy your claims in full.
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 If the new notes are rated investment grade at any time by both Moody's Investors Service and Standard & Poor's Ratings Services, most of the restrictive covenants and corresponding events of default contained in the indenture governing the new notes will be suspended.
        If at any time the credit rating on the new notes, as determined by both Moody's Investors Service and Standard & Poor's Ratings Services, equals or exceeds Baa3 and BBB–, respectively, or any equivalent replacement ratings, we will no longer be subject to most of the restrictive covenants and corresponding events of default contained in the indenture. Any restrictive covenants or corresponding events of default that cease to apply to us as a result of achieving these ratings will be restored if one or both of the credit ratings on the new notes later falls below these thresholds. However, during any period in which these restrictive covenants are suspended, we may incur other indebtedness, make restricted payments and take other actions that would have been prohibited if these covenants had been in effect. If the restrictive covenants are later restored, the actions taken while the covenants were suspended will not result in an event of default under the indenture even if they would constitute an event of default at the time the covenants are restored. Accordingly, if these covenants and corresponding events of default are suspended, holders of the new notes will have less credit protection than at the time the original notes are exchanged for the new notes.
 We may not be able to repurchase the new notes upon a Change of Control Triggering Event.
        Upon the occurrence of specific kinds of change of control events and a rating decline, we will be required to offer to repurchase all outstanding new notes at 101% of their principal amount. We may not be able to repurchase the new notes upon a Change of Control Triggering Event because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our other indebtedness from repurchasing all of the new notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase your new notes unless we are able to refinance or obtain waivers under our other indebtedness. Our failure to repurchase the new notes upon a Change of Control Triggering Event would cause a default under the indenture and a cross-default under our senior secured credit agreement. The indentures governing our outstanding senior notes contain a similar repurchase requirement triggered upon the occurrence of specific kinds of change of control events, and our senior secured credit agreement provides that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.
        In addition, the Change of Control Triggering Event provisions in the indenture may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transactions, unless such transaction constitutes a "Change of Control" under the indenture. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change in the magnitude required under the definition of "Change of Control Triggering Event" in the indenture to trigger our obligation to offer to repurchase the new notes. If an event occurs that does not constitute a "Change of Control Triggering Event," we will not be required to make an offer to repurchase the new notes and you may be required to continue to hold your new notes despite the event. See "Description of Certain Indebtedness" and "Description of New Notes—Change of Control Triggering Event."
 Your ability to transfer the new notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the new notes.
        The new notes are a new issue of securities for which there is no established public market. We do not intend to have the new notes listed on a national securities exchange. Certain of the initial purchasers have advised us that they intend to make a market in the new notes as permitted by applicable laws and regulations; however, the initial purchasers are not obligated to make a market in
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the new notes, and they may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you that an active or liquid market for the new notes will develop or, if developed, that it will continue. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the new notes. We cannot assure you that the market, if any, for the new notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your new notes. In addition, the new notes may trade at a discount from the initial offering price of the original notes, depending upon prevailing interest rates, the market for similar notes, our performance and other factors.
        The liquidity of, and trading market for, the new notes may also be adversely affected by, among other things:
•
changes in the overall market for securities similar to the new notes; 

•
changes in our financial performance or prospects; 

•
the prospects for companies in our industry generally; 

•
the number of holders of the new notes; 

•
the interest of securities dealers in making a market for the new notes; and 

•
prevailing interest rates.
 Repayment of our debt, including the new notes, is partly dependent on cash flow generated by our subsidiaries.
        We are a holding company with no significant operations of our own. Because substantially all of our operations are conducted through our subsidiaries, we depend on dividends, advances and other payments from our subsidiaries to allow us to satisfy our financial obligations. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the new notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the indenture governing the new notes limits the ability of our restricted subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the new notes.
 Not all of our subsidiaries will guarantee our obligations under the new notes, and the new notes and the guarantees will be subordinated to the liabilities of our non-guarantor subsidiaries.
        The new notes and the guarantees will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that will not be guarantors of the new notes. Our present and future subsidiaries that are guarantors under our senior secured credit agreement will guarantee the new notes, except subsidiaries that may be designated as "unrestricted" with respect to the indenture. See "Description of New Notes." Payments on the new notes are required to be made only by us and the guarantors. Our non-guarantor subsidiaries represented approximately 14.6% of our total revenues for the fiscal year ended September 30, 2014. In addition, these non-guarantor subsidiaries represented approximately 32.2% of our total assets and did not have any debt as of March 31, 2015.
        In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their indebtedness, including their trade creditors, will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for
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distribution to us. As a result, the new notes and the guarantees are effectively subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries.
 Federal and state fraudulent transfer laws permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the new notes.
        The issuance of the guarantees may be subject to review under federal and state fraudulent transfer or fraudulent conveyance statutes. While the relevant laws may vary from state to state, under such laws, the incurring of an obligation will be a fraudulent transfer if (1) the obligation was incurred with the intent of hindering, delaying or defrauding creditors or (2) we or any of our subsidiary guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the new notes or a guarantee, and, in the case of (2) only, any one of the following is also true:
•
we or an applicable subsidiary guarantor was insolvent or rendered insolvent by reason of the incurrence of the indebtedness; 

•
payment of the consideration left us or an applicable subsidiary guarantor with an unreasonably small amount of capital to carry on our or its business; or 

•
we or an applicable subsidiary guarantor intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they matured.
        If a court were to find that the issuance of a guarantee was a fraudulent conveyance, the court could void the payment obligations under such guarantee, subordinate such guarantee to presently existing and future indebtedness of ours or such subsidiary guarantor, or require the holders of the new notes to repay amounts received with respect to such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the new notes.
        Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:
•
the sum of its debts, including contingent liabilities, was greater than the fair salable value of all its assets; 

•
the present fair salable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or 

•
it was unable to pay its debts as they became due.
        We cannot be certain as to the standards a court would use to determine whether we or the guarantors were solvent at the relevant time, or regardless of the standard that a court uses, that the issuance of the guarantees would not be subordinated to any subsidiary guarantor's other debt.
        If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable subsidiary guarantor's other indebtedness or take other action detrimental to the holders of the new notes.
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 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
        This prospectus and the information incorporated by reference in this prospectus contain statements that we believe to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this prospectus, including, without limitation, statements regarding our future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations are forward-looking statements. When used in this prospectus, words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "project" or "plan" or the negative thereof or variations thereon or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include the cyclical nature of our access equipment, commercial and fire & emergency markets, which are particularly impacted by the strength of U.S. and European economies; the strength of the U.S. dollar and its impact on Company exports, translation of foreign sales and purchased materials; the expected level and timing of DoD and international defense customer procurement of products and services and funding thereof; risks related to reductions in government expenditures in light of U.S. defense budget pressures, sequestration and an uncertain DoD tactical wheeled vehicle strategy, including our ability to successfully manage the cost reductions required as a result of lower customer orders in the defense segment; our ability to win a JLTV production contract award and international defense contract awards; our ability to increase prices to raise margins or offset higher input costs; increasing commodity and other raw material costs, particularly in a sustained economic recovery; risks related to facilities expansion, consolidation and alignment, including the amounts of related costs and charges and that anticipated cost savings may not be achieved; global economic uncertainty, which could lead to additional impairment charges related to many of our intangible assets and/or a slower recovery in our cyclical businesses than our or equity market expectations; projected adoption rates of work at height machinery in emerging markets; risks related to the collectability of receivables, particularly for those businesses with exposure to construction markets; the cost of any warranty campaigns related to our products; risks related to production or shipment delays arising from quality or production issues; risks associated with international operations and sales, including compliance with the FCPA; our ability to comply with complex laws and regulations applicable to U.S. government contractors; the impact of severe weather or natural disasters that may affect us, our suppliers or our customers; cybersecurity risks and costs of defending against, mitigating and responding to a data security breach; and risks related to our ability to successfully execute on our strategic road map and meet our long-term financial goals. Additional information concerning these and other factors that could cause actual results to differ materially from those in the forward-looking statements is contained in the "Risk Factors" in this prospectus. All forward-looking statements speak only as of the date of this prospectus. We assume no obligation, and disclaim any obligation, to update information contained in this prospectus.
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 USE OF PROCEEDS
        The exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the issuance and sale of the original notes. We will not receive any cash proceeds from the issuance of the new notes. We used the net proceeds of approximately $245.3 million from the issuance and sale of the original notes, together with available cash, to redeem all of the outstanding 2020 notes on March 2, 2015.
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 CAPITALIZATION
        The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2015.
        You should read this table in conjunction with the information included under the headings "Use of Proceeds" and "Selected Consolidated Financial Information and Other Data" in this prospectus and with our audited consolidated financial statements and related notes thereto and unaudited condensed consolidated financial statements and related notes thereto incorporated by reference in this prospectus.

					
 	 	As of
March 31,
2015	 	
 	 	(Dollars in
millions)	 	
Cash and cash equivalents	 	 $	53.4	 	
 ​	​	​ 	​ 	​	
 ​	​	​	​	​	
 ​	​	​ 	​ 	​	
Senior secured credit facility:	 	 	 	 	
Senior secured revolving line of credit(1)	 	 $	13.7	 	
Senior secured term loan	 	 	385.0	 	
Other long-term debt:	 	 	 	 	
5.375% Senior Notes due 2022	 	 	250.0	 	
5.375% Senior Notes due 2025	 	 	250.0	 	
 ​	​	​ 	​ 	​	
Total long-term debt	 	 	898.7	 	
Total Oshkosh Corporation shareholders' equity	 	 	1,898.0	 	
 ​	​	​ 	​ 	​	
Total capitalization	 	 $	2,796.7	 	
 ​	​	​ 	​ 	​	
 ​	​	​	​	​	
 ​	​	​ 	​ 	​	

(1)
We are party to a syndicated senior secured credit agreement, which consists of an $850.0 million senior secured revolving credit facility and a senior secured term loan facility. As of March 31, 2015, we had $13.7 million of borrowings outstanding under the senior secured revolving credit facility and outstanding letters of credit of $75.9 million which reduced available capacity under the senior secured revolving credit facility to $760.4 million. The senior secured revolving credit facility expires in March 2019.
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 THE EXCHANGE OFFER
 Purpose and Effect; Registration Rights
        We issued and sold the original notes on March 2, 2015 in transactions exempt from the registration requirements of the Securities Act. Therefore, the original notes are subject to significant restrictions on resale. In connection with the issuance of the original notes, we entered into a registration rights agreement, which required that we and the subsidiary guarantors:
•
file with the SEC a registration statement under the Securities Act relating to the exchange offer and the issuance and delivery of the new notes in exchange for the original notes; 

•
use our commercially reasonable efforts to cause the SEC to declare the exchange offer registration statement effective under the Securities Act within 240 days following the date that the original notes were issued; and 

•
use our commercially reasonable efforts to consummate the exchange offer within 366 days following the date that the original notes were issued.
        If you participate in the exchange offer, then you will, with limited exceptions, receive new notes that are freely tradable and not subject to restrictions on transfer. You should read this prospectus under the heading "—Resales of New Notes" for more information relating to your ability to transfer new notes.
        If you are eligible to participate in the exchange offer and do not tender your original notes, then you will continue to hold the untendered original notes, which will continue to be subject to restrictions on transfer under the Securities Act.
        The exchange offer is intended to satisfy our exchange offer obligations under the registration rights agreement. The above summary of the registration rights agreement is not complete. You are encouraged to read the full text of the registration rights agreement, which has been filed as an exhibit to the registration statement that includes this prospectus.
 Terms of the Exchange Offer
        We are offering to exchange $250,000,000 aggregate principal amount of our 5.375% Senior Notes due 2025, which have been registered under the Securities Act, for a like principal amount of our unregistered 5.375% Senior Notes due 2025.
        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all original notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding original notes we accept in the exchange offer. You may tender some or all of your original notes under the exchange offer. However, the original notes are issuable in authorized denominations of $2,000 and integral multiples of $1,000 in excess thereof. Accordingly, original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The exchange offer is not conditioned upon any minimum amount of original notes being tendered.
        The form and terms of the new notes will be the same as the form and terms of the original notes, except that:
•
the new notes will be registered under the Securities Act and thus will not be subject to the restrictions on transfer or bear legends restricting their transfer;
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•
all of the new notes will be represented by global notes in book-entry form unless exchanged for notes in definitive certificated form under the limited circumstances described under "Book-Entry, Delivery and Form;" and 

•
the new notes will not provide for the payment of additional interest under circumstances relating to the timing of the exchange offer.
        The new notes will evidence the same debt as the original notes and will be issued under, and be entitled to the benefits of, the indenture governing the original notes.
        The new notes will accrue interest from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. Accordingly, registered holders of new notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid on the original notes or, if no interest has been paid, from the date of issuance of the original notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the original notes on that record date.
        In connection with the exchange offer, you do not have any appraisal or dissenters' rights under the Wisconsin Business Corporation Law or the indenture. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Act, the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission ("SEC"). The exchange offer is not being made to, nor will we accept tenders for exchange from, holder of the original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of the jurisdiction.
        We will be deemed to have accepted validly tendered original notes when we have given written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the new notes from us.
        If we do not accept any tendered original notes because of an invalid tender or for any other reason, then we will return certificates for any unaccepted original notes without expense to the tendering holder as promptly as practicable after the expiration date.
 Expiration Date; Amendments
        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2015, unless we, in our sole discretion, extend the exchange offer.
        If we determine to extend the exchange offer, then we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.
        We reserve the right, in our sole discretion, to delay accepting any original notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under "—Conditions" have not been satisfied or waived by giving written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination. We will also file a post-effective amendment to the registration statement of which this prospectus is a part with respect to any fundamental change in the exchange offer.
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 Procedures for Tendering Original Notes
        Any tender of original notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender original notes in the exchange offer must do either of the following:
•
properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under "—Exchange Agent" on or before the expiration date; or 

•
if the original notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent, on or before the expiration date, an agent's message.
        In addition, one of the following must occur:
•
the exchange agent must receive certificates representing your original notes along with the letter of transmittal on or before the expiration date, or 

•
the exchange agent must receive a timely confirmation of book-entry transfer of the original notes into the exchange agent's account at The Depository Trust Company of New York City, or DTC, under the procedure for book-entry transfers described below along with the letter of transmittal or a properly transmitted agent's message, on or before the expiration date; or 

•
the holder must comply with the guaranteed delivery procedures described below.
        The term "agent's message" means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from the tendering DTC participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.
        The method of delivery of original notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or original notes to us.
        Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the original notes are tendered:
•
by a registered holder of the original notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or 

•
for the account of an eligible institution.
        If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is:
•
a member of a registered national securities exchange; 

•
a member of the National Association of Securities Dealers, Inc.; 

•
a commercial bank or trust company having an office or correspondent in the United States; or 

•
another "eligible institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act.
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        If the letter of transmittal is signed by a person other than the registered holder of any outstanding original notes, the original notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the original notes and an eligible institution must guarantee the signature on the power of attorney.
        If the letter of transmittal, or any original notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.
        If you wish to tender original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf. If you wish to tender on your behalf, you must, before completing the procedures for tendering original notes, either register ownership of the original notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance of original notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of original notes not properly tendered or original notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your original notes.
        By tendering, you will represent to us that:
•
any new notes that the holder receives will be acquired in the ordinary course of its business; 

•
the holder has no arrangement or understanding with any person or entity to participate in the distribution (within the meaning of the Securities Act) of the new notes; 

•
if the holder is not a broker dealer, that it is not engaged in and does not intend to engage in the distribution (within the meaning of the Securities Act) of the new notes; 

•
if the holder is a broker dealer, that the holder's original notes were acquired as a result of market making activities or other trading activities; 

•
the holder is not our "affiliate," as defined in Rule 405 of the Securities Act, or, if the holder is our affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act; and 

•
the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.
        If any holder or any such other person is our "affiliate," or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the new notes to be acquired in the exchange offer, then that holder or any such other person:
•
may not rely on the applicable interpretations of the staff of the SEC; 

•
is not entitled and will not be permitted to tender original notes in the exchange offer; and
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•
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
        Each broker dealer who acquired its original notes as a result of market making activities or other trading activities and thereafter receives new notes issued for its own account in the exchange offer, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes issued in the exchange offer. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker dealers in connection with the exchange offer.
        Any broker-dealer that acquired original notes directly from us may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and delivery requirements of the Securities Act (including being named as a selling security holder) in connection with any resales of the original notes or the new notes.
 Acceptance of Original Notes for Exchange; Delivery of New Notes
        Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes properly tendered and will issue the new notes promptly after acceptance of the original notes.
        For purposes of the exchange offer, we will be deemed to have accepted properly tendered original notes for exchange when we have given written notice of that acceptance to the exchange agent. For each original note accepted for exchange, you will receive a new note having a principal amount equal to that of the surrendered original note.
        In all cases, we will issue new notes for original notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:
•
certificates for your original notes or a timely confirmation of book-entry transfer of your original notes into the exchange agent's account at DTC; and 

•
a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.
        If we do not accept any tendered original notes for any reason set forth in the terms of the exchange offer or if you submit original notes for a greater principal amount than you desire to exchange, we will return the unaccepted or non-exchanged original notes without expense to you. In the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC under the book-entry procedures described below, we will credit the non-exchanged original notes to your account maintained with DTC.
 Book-Entry Transfer
        We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the original notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC's system may make book-entry delivery of original notes by causing DTC to transfer the original notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of original notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent's message instead of a letter of transmittal, and all other required documents at its address listed below under "—Exchange Agent" on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.
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 Guaranteed Delivery Procedures
        If you wish to tender your original notes and your original notes are not immediately available, or you cannot deliver your original notes, the letter of transmittal or any other required documents or comply with DTC's procedures for transfer before the expiration date, then you may participate in the exchange offer if:
•
the tender is made through an eligible institution; 

•
before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing: 

•
the name and address of the holder and the principal amount of original notes tendered, 

•
a statement that the tender is being made thereby, and 

•
a guarantee that within three New York Stock Exchange trading days after the expiration date, the certificates representing the original notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and 

•
the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered original notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.
 Withdrawal Rights
        You may withdraw your tender of original notes at any time before the exchange offer expires.
        For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under "—Exchange Agent." The notice of withdrawal must:
•
specify the name of the person who tendered the original notes to be withdrawn; 

•
identify the original notes to be withdrawn, including the principal amount, or, in the case of original notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and 

•
if certificates for original notes have been transmitted, specify the name in which those original notes are registered if different from that of the withdrawing holder.
        If you have delivered or otherwise identified to the exchange agent the certificates for original notes, then, before the release of these certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with the signatures guaranteed by an eligible institution, unless the holder is an eligible institution.
        We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any original notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC, the original notes will be credited to an account maintained with DTC for the original notes. You may retender properly withdrawn original notes by following one of the procedures described under "—Procedures for Tendering Original Notes" at any time on or before the expiration date.
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 Conditions
        Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or to exchange new notes for, any original notes if:
•
the exchange offer, or the making of any exchange by a holder of original notes, would violate any applicable law or applicable interpretation by the staff of the SEC; or 

•
any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.
        The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. Subject to applicable law, we may waive these conditions in our discretion in whole or in part at any time and from time to time.
        We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any original notes by giving oral or written notice of an extension to their holders. During an extension, all original notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.
 Exchange Agent
        Wells Fargo Bank, National Association is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:
By Registered or Certified Mail:
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attention: DAPS Reorg
By Regular Mail or Overnight Courier:
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
Sixth Street & Marquette Avenue
Minneapolis, MN 55479
Attention: DAPS Reorg
By Hand:
Wells Fargo Bank, N.A.
Northstar East Building—12th floor
Corporate Trust Operations
608 Second Avenue South
Minneapolis, MN 55402
Attention: DAPS Reorg
By Facsimile: 
(For Eligible Institutions Only)
(612) 667-6282
Attention: DAPS Reorg
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        Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal.
 Fees and Expenses
        We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.
 Transfer Taxes
        You will not be obligated to pay any transfer taxes, unless you instruct us to register new notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder.
 Accounting Treatment
        We will record the new notes at the same carrying values as the original notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss on the exchange of notes. We will amortize the expenses of the offer over the term of the new notes.
 Consequences of Failure to Exchange Original Notes
        If you are eligible to participate in the exchange offer but do not tender your original notes, you will not have any further registration rights, except in limited circumstances with respect to specific types of holders of original notes. Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes and in the offering memorandum dated February 17, 2015, relating to the original notes. Accordingly, you may resell the original notes that are not exchanged only:
•
to us; 

•
so long as the original notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; 

•
in accordance with another exemption from the registration requirements of the Securities Act; or 

•
under an effective registration statement under the Securities Act;
in each case in accordance with all other applicable securities laws. We do not intend to register the original notes under the Securities Act.
        Original notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the original notes and the new notes. Holders of the new notes and any original notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.
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 Resales of New Notes
        Based on interpretations of the staff of the SEC, as set forth in no action letters to third parties, we believe that new notes issued under the exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by any original note holder without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act if:
•
the holder is not our "affiliate" within the meaning of Rule 405 under the Securities Act; 

•
the new notes are acquired in the ordinary course of the holder's business; and 

•
the holder does not intend to participate in a distribution (within the meaning of the Securities Act) of the new notes.
        Any holder who exchanges original notes in the exchange offer with the intention of participating in any manner in a distribution of the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.
        This prospectus may be used for an offer to resell, resale or other retransfer of new notes. With regard to broker dealers, only broker dealers that acquire the original notes as a result of market making activities or other trading activities may participate in the exchange offer. Each broker dealer that receives new notes for its own account in exchange for original notes, where the original notes were acquired by the broker dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please see "Plan of Distribution" for more details regarding the transfer of new notes.
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 SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA
        The following selected consolidated financial information for the fiscal years ended September 30, 2012, 2013 and 2014 and the following selected consolidated balance sheet information as of September 30, 2013 and 2014 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes incorporated by reference in this prospectus. The following selected consolidated financial information for the fiscal years ended September 30, 2010 and 2011 and the following selected consolidated balance sheet information as September 30, 2010, 2011 and 2012 has been derived from, and is qualified by reference to, our audited consolidated financial statements and related notes that are not incorporated by reference in this prospectus. The following selected consolidated financial information for the six months ended March 31, 2014 and 2015 and the following selected consolidated balance sheet information as of March 31, 2015 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes incorporated by reference in this prospectus. The following selected consolidated balance sheet information as of March 31, 2014 has been derived from, and is qualified by reference to, our unaudited condensed consolidated financial statements and related notes that are not incorporated by reference in this prospectus. This information is only a summary and you should read it in conjunction with our financial statements and related notes. The unaudited interim period financial information, in our opinion, includes all adjustments, which are normal and recurring in nature unless otherwise noted, necessary for a fair presentation for the periods shown. Results for the six months ended March 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year.
        The income statement data included in the following selected consolidated financial information reflects results from continuing operations only and therefore excludes the operations of our former mobile medical trailer and ambulance businesses, which have been reclassified to discontinued operations for all periods presented.

																							
 	 	Fiscal Year Ended September 30,	 	Six Months
Ended
March 31,	 	
 	 	2010(1)	 	2011(1)	 	2012	 	2013	 	2014	 	2014	 	2015	 	
 	 	(Dollars in millions)	 	
Income Statement Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net sales	 	 $	9,771.8	 	 $	7,538.5	 	 $	8,141.1	 	 $	7,665.1	 	 $	6,808.2	 	 $	3,208.1	 	 $	2,907.5	 	
Gross income	 	 	1,967.8	 	 	1,091.3	 	 	1,006.9	 	 	1,191.8	 	 	1,182.7	 	 	546.3	 	 	505.5	 	
Intangible assets impairment charges	 	 	2.3	 	 	2.0	 	 	—	 	 	9.0	 	 	—	 	 	—	 	 	—	 	
Depreciation	 	 	79.2	 	 	77.9	 	 	65.5	 	 	65.3	 	 	65.3	 	 	31.2	 	 	32.3	 	
Amortization of purchased intangibles, deferred financing costs and stock-based compensation(2)	 	 	102.3	 	 	79.9	 	 	83.2	 	 	85.9	 	 	86.5	 	 	43.3	 	 	43.1	 	
Operating income (loss)(3)	 	 	1,425.9	 	 	526.1	 	 	387.7	 	 	505.7	 	 	503.3	 	 	215.9	 	 	175.4	 	
Income (loss) attributable to Oshkosh Corporation common shareholders:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
From continuing operations	 	 	816.9	 	 	290.6	 	 	244.6	 	 	314.3	 	 	308.1	 	 	125.9	 	 	89.1	 	
From discontinued operations(4)	 	 	(27.1	)	 	(17.6	)	 	(14.4	)	 	1.7	 	 	—	 	 	—	 	 	—	 	
Net income (loss)	 	 	789.8	 	 	273.0	 	 	230.2	 	 	316.0	 	 	308.1	 	 	125.9	 	 	89.1	 	
Income (loss) attributable to Oshkosh Corporation common shareholders per share assuming dilution:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
From continuing operations	 	 	8.98	 	 	3.18	 	 	2.67	 	 	3.53	 	 	3.61	 	 	1.47	 	 	1.12	 	
From discontinued operations	 	 	(0.29	)	 	(0.19	)	 	(0.16	)	 	0.02	 	 	—	 	 	—	 	 	—	 	
Net income (loss)	 	 	8.69	 	 	2.99	 	 	2.51	 	 	3.55	 	 	3.61	 	 	1.47	 	 	1.12	 	
Dividends per share	 	 	—	 	 	—	 	 	—	 	 	—	 	 	0.60	 	 	0.30	 	 	0.34	 	
Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	 	339.0	 	 	428.5	 	 	540.7	 	 	733.5	 	 	313.8	 	 	420.0	 	 	53.4	 	
Total assets	 	 	4,708.6	 	 	4,826.9	 	 	4,947.8	 	 	4,765.7	 	 	4,586.7	 	 	4,684.0	 	 	4,555.9	 	
Net working capital	 	 	403.9	 	 	762.8	 	 	990.0	 	 	1,172.7	 	 	1,072.7	 	 	1,163.3	 	 	994.7	 	
Long-term debt (including current maturities)	 	 	1,152.1	 	 	1,060.1	 	 	955.0	 	 	955.0	 	 	895.0	 	 	900.0	 	 	885.0	 	
Oshkosh Corporation shareholders' equity	 	 	1,326.6	 	 	1,596.5	 	 	1,853.5	 	 	2,107.8	 	 	1,985.0	 	 	2,112.8	 	 	1,898.0	 	
Other Financial Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges(5)	 	 	7.4x	 	 	5.6x	 	 	4.8x	 	 	7.2x	 	 	7.3x	 	 	5.6x	 	 	4.9x	 	

(1)
In the fourth quarter of fiscal 2009, the Company began production on a sole source contract awarded by the DoD for M-ATVs. During fiscal 2010 and 2011, the Company delivered 7,539 and 645 M-ATV units, respectively, and related aftermarket parts and services under this contract with a combined sales value of $4.49 billion and $1.25 billion, respectively.
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(2)
Includes amortization of deferred financing costs of $28.6 million in fiscal 2010, $5.1 million in fiscal 2011, $7.0 million in fiscal 2012, $4.9 million in fiscal 2013, $6.2 million in fiscal 2014, $4.6 million for the six months ended March 31, 2014, and $4.9 million for the six months ended March 31, 2015.

(3)
Includes costs incurred by the Company in connection with a proxy contest of $6.6 million in fiscal 2012 and costs incurred by the Company in connection with an unsolicited tender offer for the Company's Common Stock and a threatened proxy contest of $16.3 million in fiscal 2013.

(4)
In fiscal 2010, the Company completed the sale of its 75% interest in BAI Brescia Antincendi International S.r.l. and its wholly-owned subsidiary, the Company's European fire apparatus and equipment business. In fiscal 2012, the Company completed the sale of its European mobile medical business, Oshkosh Specialty Vehicles (UK), Limited and AK Specialty Vehicles and its wholly-owned subsidiary, and discontinued production of U.S mobile medical units. In fiscal 2013, the Company discontinued production of ambulances, which the Company sold under the Medtec brand name.

(5)
For purposes of calculating the ratios of earnings to fixed charges, earnings consist of income (loss) from continuing operations before income taxes and before income or loss from equity investees, plus fixed charges and amortization of capitalized interest and distributed income of equity investees, less capitalized interest. Fixed charges consist of interest expensed, interest capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness and an estimate of interest within rental expense.
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 DESCRIPTION OF CERTAIN INDEBTEDNESS
         The following description briefly summarizes the material terms of our senior secured credit agreement and the indenture governing our outstanding senior notes (other than the original notes). The description is only a brief summary and does not purport to describe all of the terms of the debt instruments that may be important and are qualified in their entirety by those specific debt instruments and related documents, copies of which have been filed as exhibits to our SEC filings. See "Where You Can Find More Information."
 Senior Secured Credit Agreement
        The Company maintains a senior secured credit agreement with various lenders (as amended, the "Credit Agreement"). The Credit Agreement provides for, as of March 31, 2015, (i) a revolving credit facility ("Revolving Credit Facility") that matures in March 2019 with a maximum aggregate amount of availability of $850.0 million and (ii) a $385.0 million term loan ("Term Loan") due in quarterly principal installments of $5.0 million with a balloon payment of $310.0 million due at maturity in March 2019. As of March 31, 2015, we had $13.7 million of borrowings outstanding under the Revolving Credit Facility and outstanding letters of credit of $75.9 million which reduced available capacity under the Revolving Credit Facility to approximately $760.4 million.
        The Company's obligations under the Credit Agreement are guaranteed by certain of its domestic subsidiaries, and the Company will guarantee the obligations of certain of its subsidiaries under the Credit Agreement to the extent such subsidiaries borrow directly under the Credit Agreement. Subject to certain exceptions, the Credit Agreement is secured by (i) a first-priority perfected lien on substantially all of the personal property of the Company and each subsidiary guarantor, (ii) mortgages upon certain real property of the Company and certain of its domestic subsidiaries and (iii) a pledge of the equity of each material subsidiary.
        Under the Credit Agreement, the Company must pay (i) an unused commitment fee ranging from 0.225% to 0.35% per annum of the average daily unused portion of the aggregate revolving credit commitments under the Credit Agreement and (ii) a fee ranging from 0.625% to 2.00% per annum of the maximum amount available to be drawn for each letter of credit issued and outstanding under the Credit Agreement.
        Borrowings under the Credit Agreement bear interest at a variable rate equal to (i) LIBOR plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied, or (ii) for dollar-denominated loans only, the base rate (which is the highest of (a) the administrative agent's prime rate, (b) the federal funds rate plus 0.50% or (c) the sum of 1% plus one-month LIBOR) plus a specified margin, which may be adjusted upward or downward depending on whether certain criteria are satisfied. At March 31, 2015, the interest spread on the Revolving Credit Facility and Term Loan was 150 basis points. The weighted-average interest rate on borrowings outstanding under the Term Loan at March 31, 2015 was 1.67%.
        The Credit Agreement contains various restrictions and covenants, including requirements that the Company maintain certain financial ratios at prescribed levels and restrictions on the ability of the Company and certain of its subsidiaries to consolidate or merge, create liens, incur additional indebtedness, dispose of assets, consummate acquisitions and make investments in joint ventures.
        The Credit Agreement contains the following financial covenants:
•
Leverage Ratio:  A maximum leverage ratio (defined as, with certain adjustments, the ratio of the Company's consolidated indebtedness to the Company's consolidated EBITDA) as of the last day of any fiscal quarter of 4.50 to 1.0.
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•
Interest Coverage Ratio:  A minimum interest coverage ratio (defined as, with certain adjustments, the ratio of the Company's consolidated EBITDA to the Company's consolidated cash interest expense) as of the last day of any fiscal quarter of 2.50 to 1.0. 

•
Senior Secured Leverage Ratio:  A maximum senior secured leverage ratio (defined as, with certain adjustments, the ratio of the Company's consolidated secured indebtedness to the Company's consolidated EBITDA) of 3.00 to 1.0.
        With certain exceptions, the Company may elect to have the collateral pledged in connection with the Credit Agreement released during any period that the Company maintains an investment grade corporate family rating from either Standard & Poor's Ratings Group or Moody's Investor Service Inc. During any such period when the collateral has been released, the Company's leverage ratio as of the last day of any fiscal quarter must not be greater than 3.75 to 1.0, and the Company would not be subject to any additional requirement to limit its senior secured leverage ratio.
        The Company was in compliance with the financial covenants contained in the Credit Agreement as of March 31, 2015 and expects to be able to meet the financial covenants contained in the Credit Agreement over the next twelve months.
        Additionally, with certain exceptions, the Credit Agreement limits the ability of the Company to pay dividends and other distributions, including repurchases of shares of the Company's common stock. However, so long as no event of default exists under the Credit Agreement or would result from such payment and after giving effect to such payment, on a pro forma basis, the Company would be permitted to incur at least $1.00 of additional debt under the Credit Agreement, the Company may pay dividends and other distributions after March 3, 2010 in an aggregate amount not exceeding the sum of:
•
50% of the consolidated net income of the Company and its subsidiaries (or if such consolidated net income is a deficit, minus 100% of such deficit), accrued on a cumulative basis during the period beginning on January 1, 2010 and ending on the last day of the fiscal quarter immediately preceding the date of the applicable proposed dividend or distribution; plus 

•
100% of the aggregate net proceeds received by the Company subsequent to March 3, 2010 either as a contribution to its common equity capital or from the issuance and sale of its common stock.
 Senior Notes
        In February 2014, the Company issued $250.0 million aggregate principal amount of 5.375% unsecured senior notes due March 1, 2022 ("2022 notes"). The 2022 notes were issued pursuant to an indenture, dated February 21, 2014, among the Company, the subsidiary guarantors named therein and a trustee. The indenture contains covenants that limit, among other things, the Company's ability and the ability of its restricted subsidiaries to incur additional debt, pay dividends on its capital stock or repurchase its capital stock and make certain other restricted payments, enter into agreements that limit the ability of a subsidiary to make dividends, loans or other distributions to the Company, grant liens on assets, enter into sale and leaseback transactions, merge, consolidate or transfer or dispose of substantially all of the Company's assets, sell, transfer or otherwise dispose of property and assets and engage in transactions with affiliates. The Company has the option to redeem the 2022 notes for a premium after March 1, 2017. The Company also has the option to redeem the 2022 notes for a make-whole premium prior to March 1, 2017. Each of the Company's existing and future subsidiaries that from time to time guarantees obligations under the Credit Facility, with certain exceptions, jointly, severally and unconditionally guarantee the 2022 notes on a senior unsecured basis.
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 DESCRIPTION OF NEW NOTES
        The original notes were issued under and are governed by an indenture, dated as of March 2, 2015 (the " Indenture "), among Oshkosh Corporation (the " Company "), each Guarantor and Wells Fargo Bank, National Association, as trustee (the " Trustee "). The new notes will also be issued under and governed by the Indenture. For purposes of this section of this prospectus, references to the "Company," "we," "us," "our" or similar terms shall mean Oshkosh Corporation, without its subsidiaries. The term "Notes" refers to the original notes and the new notes collectively.
        The statements in this section of this prospectus relating to the Indenture and the Notes are summaries and are not a complete description thereof, and where reference is made to particular provisions, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture and the Notes and those terms made part of the Indenture by the Trust Indenture Act of 1939, as amended (the " Trust Indenture Act "). The definitions of certain capitalized terms used in the following summary are set forth below under "—Certain Definitions." Unless otherwise indicated, references in this section of this prospectus to Sections or Articles are references to sections and articles of the Indenture. The Indenture and the new notes have been filed as exhibits to the registration statement that includes this prospectus. See "Where You Can Find More Information."
 General
        The Notes will initially be limited to $250,000,000 in aggregate principal amount. We may from time to time, without giving notice to or seeking the consent of the holders of the Notes, issue debt securities (" Additional Notes ") having the same ranking and the same interest rate, maturity and other terms (except for the issue date, the public offering price and the first interest payment date) as and ranking equally and ratably with the Notes offered hereby. Any Additional Notes having such similar terms, together with the Notes, will constitute a single series of securities under the Indenture.
 Principal, Maturity and Interest
        The Notes mature on March 1, 2025. Interest on the Notes will be payable at 5.375% per annum. Interest on the Notes will be payable semiannually in cash in arrears on March 1 and September 1, commencing on September 1, 2015. The Company will make each interest payment to the Holders of record of the Notes on the immediately preceding February 15 and August 15. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
        Principal of and premium, if any, and interest on the Notes will be payable, and the Notes will be exchangeable and transferable, at the office or agency of the Company maintained for such purposes, which, initially, will be the corporate trust office of the Trustee located at Wells Fargo Bank, National Association, 150 East 42 nd  St., 40 th  Floor, New York, New York 10017; provided , however , that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issued only in fully registered form without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. No service charge will be made for any registration of transfer, exchange or redemption of the Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.
 Guarantees
        The Notes will be guaranteed, on a full, unconditional, joint and several basis, by the Guarantors pursuant to a guarantee (the " Note Guarantees "). Each of our Subsidiaries that guarantees our
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obligations under the Credit Agreement will be Guarantors. The Note Guarantees will be senior unsecured obligations of each Guarantor and will rank equally with all existing and future senior unsecured Debt of such Guarantor and senior to all subordinated Debt of such Guarantor. The Note Guarantees are effectively subordinated to any secured debt of such Guarantor to the extent of the assets securing such Debt. The Indenture provides that the obligations of a Guarantor under its Note Guarantee will be limited to the maximum amount as will result in the obligations of such Guarantor under the Note Guarantee not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.
        As of the date of the Indenture, all of our Subsidiaries will be "Restricted Subsidiaries." However, under the circumstances described below under the subheading "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries," any of our Subsidiaries may be designated as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture and will not guarantee the Notes.
        Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those Subsidiaries, generally will have priority with respect to the assets and earnings of those Subsidiaries over the claims of creditors of the Company, including Holders of the Notes.
        The Indenture provides that in the event (i) of a sale or other transfer or disposition of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of the Indenture, (ii) all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of the Indenture, (iii) that a Guarantor shall no longer guarantee any Debt under the Credit Agreement or (iv) of defeasance or satisfaction and discharge of the Indenture as described below under the caption "—Satisfaction and Discharge of the Indenture; Defeasance", then such Guarantor (or, in the case of clause (iv), each Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors (other than such released Guarantor) and the Trustee, without any further action on the part of the Trustee or any Holder; provided that in the case of clauses (i) and (ii) above the Company, in addition to other opinions of counsel or Officers' Certificates that may be required under the Indenture, delivers an Officers' Certificate to the Trustee certifying that the net cash proceeds of such sale or other disposition will be applied in accordance with the "—Certain Covenants—Limitation on Asset Sales" covenant; and provided further , that in the case of clause (iii) above, in the event any such released Guarantor shall thereafter Guarantee any Debt of the Company or a Restricted Subsidiary under the Credit Agreement (or if any released Guarantee (the release of which is a permitted release under clause (iii) above) is reinstated or renewed), then such released Guarantor shall guarantee the Notes on the terms and conditions set forth in the Indenture, subject to future release in accordance with the foregoing provisions.
        Not all of our Subsidiaries will guarantee the Notes. The non-guarantor Subsidiaries represented approximately 14.6% of our consolidated total revenues for the fiscal year ended September 30, 2014. In addition, these non-guarantor Subsidiaries represented approximately 32.2% of our consolidated total assets and did not have any outstanding debt as of March 31, 2015.
 Ranking
 Ranking of the Notes
        The Notes will be general unsecured obligations of the Company. As a result, the Notes will rank:
•
equally in right of payment with all existing and future senior unsecured Debt of the Company;
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•
senior in right of payment to all existing and future Debt of the Company that is by its terms expressly subordinated to the Notes; 

•
effectively subordinated to secured Debt of the Company, including secured Debt under the Credit Agreement, to the extent of the assets securing such Debt; and 

•
structurally junior to any Debt or other liabilities of any non-Guarantor Subsidiaries.
        As of March 31, 2015, the Company and its Subsidiaries had approximately $898.7 million of total debt outstanding, all of which was senior debt, of which approximately $398.7 million effectively ranked senior to the Notes to the extent of the assets securing such debt. In addition, as of March 31, 2015, the Company and its Subsidiaries had approximately $760.4 million of availability under the senior secured revolving credit facility governed by the Credit Agreement.
 Ranking of the Note Guarantees
        Each Note Guarantee will be a general unsecured obligation of each Guarantor. As such, each Note Guarantee will rank:
•
equally in right of payment with all existing and future senior unsecured Debt of the Guarantors; 

•
senior in right of payment to all existing and future Debt of the Guarantors, if any, that is by its terms expressly subordinated to such Guarantor's Note Guarantee; 

•
effectively subordinated to all secured debt of such Guarantors, to the extent of the value of the Guarantors' assets securing such debt; and 

•
structurally junior to any Debt or other liabilities of any non-Guarantor Subsidiaries of the Guarantors.
 Sinking Fund
        There are no mandatory sinking fund payment obligations with respect to the Notes.
 Optional Redemption
        The Notes are subject to redemption, at the option of the Company, in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below:

					
Year 	 	Redemption
Price	 	
2020	 	 	102.688	%	
2021	 	 	101.792	%	
2022	 	 	100.896	%	
2023 and thereafter	 	 	100.000	%	
        At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company's option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, the date of redemption or purchase (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
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        In addition, prior to March 1, 2018, the Company may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of the Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
        If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem fair and appropriate (subject to The Depository Trust Company procedures as applicable).
        No Notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail (and, to the extent permitted by applicable procedures or regulations, electronically) at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days before the redemption date if the notice is issued in connection with a defeasance or covenant defeasance of the Notes or a satisfaction and discharge of the Indenture. Notice of any redemption to the Holders of Notes may, in the Company's discretion, be subject to one or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. If in definitive form, a new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.
        The Company may at any time, and from time to time, purchase the Notes in the open market or otherwise, subject to compliance with applicable securities laws.
 Change of Control Triggering Event
        Upon the occurrence of a Change of Control Triggering Event, unless the Company has given a notice of redemption with respect to all of the Notes as described under "Optional Redemption," the Company will make an Offer to Purchase all of the outstanding Notes at a Purchase Price in cash equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date. For purposes of the foregoing, an Offer to Purchase shall be deemed to have been made if (i) within 60 days following the date of the Change of Control Triggering Event, the Company commences an Offer to Purchase for all outstanding Notes at the Purchase Price ( provided that the running of such 60-day period shall be suspended, for up to a maximum of 30 days, during any period when the commencement of such Offer to Purchase is delayed or suspended by reason of any court's or governmental authority's review of or ruling on any materials being employed by the Company to effect such Offer to Purchase, so long as the Company has used and continues to use its commercially reasonable efforts to make and conclude such Offer to Purchase promptly) and (ii) all Notes properly tendered pursuant to the Offer to Purchase are purchased on the terms of such Offer to Purchase.
        If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in an Offer to Purchase the Notes upon a Change of Control Triggering Event and the Company, or any third party making an offer to purchase the Notes upon a Change of Control Triggering Event in lieu of the Company purchases all of the Notes validly tendered
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and not withdrawn by such Holders, the Company shall have the right, upon not less than 30 nor more than 60 days' prior written notice, given not more than 30 days following the Purchase Date, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption.
        The phrase "all or substantially all," as used in the definition of " Change of Control ," has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the Holders of the Notes elected to exercise their rights under the Indenture and the Company elects to contest such election, there could be no assurance how a court interpreting New York law would interpret such phrase. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Company to make an Offer to Purchase the Notes as described above.
        The provisions of the Indenture may not afford Holders protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction affecting the Company that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of Change of Control. A transaction involving the recapitalization of the Company will result in a Change of Control only if it is the type of transaction specified in such definition. The definitions of Change of Control and Rating Decline may be amended or modified with the written consent of a majority in aggregate principal amount of outstanding Notes. See "—Amendment, Supplement and Waiver."
        The Company will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws or regulations in connection with any repurchase of the Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Triggering Event provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Change of Control Triggering Event provisions of the Indenture by virtue of such compliance.
        The Company will not be required to make an Offer to Purchase upon a Change of Control Triggering Event if (i) a third party makes such Offer to Purchase contemporaneously with or upon a Change of Control Triggering Event in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase or (ii) a notice of redemption has been given pursuant to the Indenture as described above under the caption "Optional Redemption."
        The Company's ability to pay cash to the Holders of Notes upon a Change of Control Triggering Event may be limited by the Company's then existing financial resources. Further, the agreements governing the Company's other Debt contain, and future agreements of the Company may contain, prohibitions of certain events, including events that would constitute a Change of Control Triggering Event. If the exercise by the Holders of Notes of their right to require the Company to repurchase the Notes upon a Change of Control Triggering Event occurred at the same time as a change of control event under one or more of the Company's other debt agreements, the Company's ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Company's then existing financial resources. See "Risk Factors—Risks Related to the Exchange Offer and the New Notes."
        Even if sufficient funds were otherwise available, the terms of Credit Facilities (and other Debt) may prohibit the Company's prepayment of Notes before their scheduled maturity. Consequently, if the Company is not able to prepay the Credit Facilities or other Debt containing such restrictions or obtain requisite consents, the Company will be unable to fulfill its repurchase obligations, resulting in a default under the Indenture.
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        In addition, an Offer to Purchase may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control at the time of launching the Offer to Purchase.
        Notwithstanding the foregoing, a transaction or series of related transactions will not be deemed to involve a Change of Control if (i) as a result of such transaction or series of related transactions the Company becomes a direct or indirect wholly-owned subsidiary of a holding company or a holding company becomes the successor to the Company as contemplated by the provisions below under "—Certain Covenants—Consolidation, Merger, Conveyance, Transfer or Lease" and (ii) the direct or indirect holders of the Voting Interests of such holding company immediately following that transaction or series of related transactions are the same or substantially the same as the holders of the Company's Voting Interests immediately prior to that transaction or series of related transactions.
 Certain Covenants
        Set forth below are certain covenants to be contained in the Indenture.
        If at any time: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default or Event of Default has occurred and is continuing under the Indenture (excluding, for the avoidance of doubt, any Default or Event of Default under one or more of the provisions listed below, provided that such Default or Event of Default did not exist prior to the transaction or series of related transactions resulting in the applicable change in ratings) (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a " Covenant Termination Event "), the Company and its Restricted Subsidiaries will no longer be subject to the following provisions of the Indenture:
(a)
"—Limitation on Incurrence of Debt;"

(b)
"—Limitation on Restricted Payments;"

(c)
"—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries;"

(d)
"—Limitation on Asset Sales;"

(e)
"—Limitation on Transactions with Affiliates;" and

(f)
clause (iii) of the first paragraph of "—Consolidation, Merger, Conveyance, Transfer or Lease."
        The Company will provide prompt written notice to the Trustee of any Covenant Termination Event.
        There can be no assurance that the Notes will ever achieve or maintain an Investment Grade Rating.
 Limitation on Incurrence of Debt
        The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Acquired Debt or any other Debt; provided , that the Company and any of its Restricted Subsidiaries may Incur any Acquired Debt or any other Debt if, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously, other than Debt Incurred under the revolving portion of a Credit Facility), and any other Debt Incurred since the beginning of the Four Quarter Period (other than Debt Incurred under the revolving portion of a Credit Facility), had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid (other than Debt Incurred under the revolving portion
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of a Credit Facility) since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would, (i) with respect to any Incurred Acquired Debt, either (A) be greater than 2.00 to 1.00 or (B) increase, and, (ii) with respect to any other Incurred Debt, be greater than 2.00 to 1.00 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.
        If, during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation (as determined in accordance with GAAP) or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition, Investment, merger, consolidation, discontinued operation or designation had occurred on the first day of the Four Quarter Period.
        If the Debt which is the subject of a determination under this provision is Acquired Debt, or Debt Incurred in connection with the substantially contemporaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Four Quarter Period) to (x) the Incurrence of such Acquired Debt or such other Debt by the Company or any of its Restricted Subsidiaries and (y) the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.
        Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt.
        For purposes of determining any particular amount of Debt under this "Limitation on Incurrence of Debt" covenant, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this "Limitation on Incurrence of Debt" covenant, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this "Limitation on Incurrence of Debt" covenant, the Company, in its sole discretion, shall classify, and from time to time may reclassify, all or any portion of such item of Debt. For purposes of determining compliance of any non-U.S. dollar-denominated Debt with this covenant, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall at all times be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided , however , that if such Debt is Incurred to refinance other Debt denominated in the same or different currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such indebtedness being refinanced.
        The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Interests in the forms of additional shares of Capital Interests with the same terms will not be deemed to be an Incurrence of Debt for purposes of this covenant.
        The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the
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Notes and the Note Guarantees at least to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.
 Limitation on Restricted Payments
        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:
        (a)   no Default or Event of Default shall have occurred and be continuing or will result as a consequence thereof;
        (b)   after giving effect to such Restricted Payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Debt pursuant to the provisions described in the first paragraph under the "—Limitation on Incurrence of Debt" covenant; and
        (c)   after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after March 3, 2010 (excluding Restricted Payments permitted by any one or more of clauses (ii) through (vii) and (xi) of the next succeeding paragraph) shall not exceed the sum (without duplication) of:
        (1)   50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period (taken as one accounting period) from January 1, 2010 and ending on the last day of the fiscal quarter immediately preceding the date of such proposed Restricted Payment; plus
        (2)   100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to March 3, 2010 either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Subsidiary) of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion of Debt or Redeemable Capital Interests of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Interests (other than, in each case, Capital Interests or Debt sold to a Subsidiary of the Company); plus
        (3)   to the extent that any Unrestricted Subsidiary of the Company designated as such on and after the Issue Date is redesignated as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Company's Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus
        (4)   100% of any dividends or interest payments received by the Company or a Restricted Subsidiary on and after the Issue Date from an Unrestricted Subsidiary, to the extent such dividends or interest payments were not otherwise included in the calculation of Consolidated Net Income of the Company for such period.
        As of March 31, 2015, the amount available for Restricted Payments under the foregoing was $1.0 billion.
        Notwithstanding whether the foregoing provisions would prohibit the Company and its Restricted Subsidiaries from making a Restricted Payment, the Company and its Restricted Subsidiaries may make the following Restricted Payments:
          (i)  the payment of any dividend or distribution on Capital Interests in the Company or a Restricted Subsidiary or the consummation of any irrevocable redemption of Debt that is
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subordinate to the Notes, within 60 days after declaration thereof or the delivery of any irrevocable notice of redemption, as the case may be, if at the declaration date or date of the notice of redemption, as the case may be, such payment or redemption was permitted by this covenant;
         (ii)  the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Qualified Capital Interests of the Company by conversion into, or by or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other Qualified Capital Interests of the Company, with a sale being deemed substantially concurrent if such purchase, repurchase, redemption, defeasance or other acquisition or retirement occurs not more than 120 days after such sale;
        (iii)  the redemption, defeasance, repurchase or acquisition or retirement for value of any Debt of the Company or a Guarantor that is subordinate in right of payment to the Notes or the applicable Note Guarantee by conversion into, or in exchange for, or out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of, (x) new subordinated Debt of the Company or such Guarantor, as the case may be, Incurred in accordance with the Indenture or (y) Qualified Capital Interests of the Company, in each case with an issue and sale being deemed substantially concurrent if such redemption, defeasance, repurchase, acquisition or retirement occurs not more than 120 days after such issue and sale;
        (iv)  the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company held by any current or former director, officer or employee of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or alteration of employment status or pursuant to the terms of any agreement or plan under which such Capital Interests were issued; provided that the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition of such Capital Interests does not exceed $30.0 million in any calendar year; provided , further , that any unused amounts in any calendar year may be carried forward to one or more future periods subject to a maximum aggregate amount of repurchases made pursuant to this clause (iv) in any calendar year (including both such calendar year's $30.0 million basket plus any unused carried forward amounts with respect to one or more prior calendar years not to exceed $30.0 million in the aggregate) not to exceed $60.0 million in the aggregate; provided , however , that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Interests of the Company or any direct or indirect parent company of the Company (to the extent contributed to the Company) to directors, officers or employees of the Company and its Restricted Subsidiaries that occurs after the Issue Date; provided , however , that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend will not increase the amount available for Restricted Payments under clause (c) of the first paragraph of this covenant; plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date ( provided , however , that the Company may elect to apply all or any portion of the aggregate increase contemplated by the proviso of this clause (iv) in any calendar year and, to the extent any payment described under this clause (iv) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt);
         (v)  repurchase of Capital Interests deemed to occur upon the exercise of stock options, stock appreciation rights, restricted stock units, warrants or other convertible or exchangeable securities;
        (vi)  cash payment, in lieu of issuance of fractional shares, in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Capital Interests of the Company or a Restricted Subsidiary;
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       (vii)  the declaration and payment of dividends to holders of any class or series of Redeemable Capital Interests of the Company or any Restricted Subsidiary issued or Incurred in compliance with the covenant described above under "—Limitation on Incurrence of Debt" to the extent such dividends are included in the definition of Consolidated Fixed Charges;
      (viii)  to the extent no default in any payment in respect of principal or interest under the Notes or the Credit Agreement or Event of Default has occurred and is continuing or will occur as a consequence thereof, upon the occurrence of a Change of Control Triggering Event or an Asset Sale, the defeasance, redemption, repurchase or other acquisition of any subordinated Debt pursuant to provisions substantially similar to those described under "—Change of Control Triggering Event" and "—Limitation on Asset Sales" at a Purchase Price not greater than 101% of the principal amount thereof (in the case of a Change of Control Triggering Event) or at a percentage of the principal amount thereof not higher than the principal amount applicable to the Notes (in the case of an Asset Sale), plus any accrued and unpaid interest thereon; provided that prior to or contemporaneously with such defeasance, redemption, repurchase or other acquisition, the Company has made an Offer to Purchase with respect to the Notes and has repurchased all Notes validly tendered for payment and not withdrawn in connection therewith;
        (ix)  to the extent no default in any payment in respect of principal or interest under the Notes or the Credit Agreement or Event of Default has occurred and is continuing or will result as a consequence thereof, the payment of dividends on the Company's common stock and the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Qualified Capital Interests of the Company in an aggregate amount not to exceed the greater of $150.0 million and 5.50% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries in any calendar year;
         (x)  to the extent no default in any payment in respect of principal or interest under the Notes or the Credit Agreement or Event of Default has occurred and is continuing or will occur as a consequence thereof, other Restricted Payments that do not exceed in the aggregate, at the time such Restricted Payments are made, the greater of $150 million and 5.50% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries;
        (xi)  any Restricted Payment so long as on the date of such Restricted Payment, after giving pro forma effect thereto and to any related transactions as if the same had occurred at the beginning of the Company's most recently ended Four Quarter Period for which financial statements are publicly available, the Company's Leverage Ratio would not have exceeded 2.5 to 1;
       (xii)  the payment of cash dividends on shares of the Company's outstanding common stock; provided that (A) the amount of such dividends in any fiscal quarter of the Company shall not exceed $0.15 per share (such per share amount subject to pro rata adjustment for any stock splits, stock dividends, stock combinations, reverse stock splits or similar events) and (B) the aggregate dollar amount of such dividends in any fiscal quarter shall not exceed $15.0 million; and
      (xiii)  the distribution or dividend of assets or Capital Interests of any Person in connection with any full or partial "spin-off" of an Unrestricted Subsidiary or similar transactions; provided that the Company would, on the date of such distribution after giving effect to such Restricted Payment on a pro forma basis, be permitted to Incur at least $1.00 of additional Debt pursuant to the provisions described in the first paragraph under the "—Limitation on Incurrence of Debt" covenant.
        If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Company, would be permitted under the requirements of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustment made in good faith to the Company's financial statements.
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        For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.
 Limitation on Liens
        The Company will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to, enter into, create, incur, assume or suffer to exist any Liens of any kind (other than Permitted Liens) on or with respect to any of its property or assets now owned or hereafter acquired or any of its interest therein or any income or profits therefrom, which Liens secure Debt, without securing the Notes and all other amounts due under the Indenture equally and ratably with (or prior to) the Debt secured by such Lien until such time as such Debt is no longer secured by such Lien; provided that if the Debt so secured is subordinated by its terms to the Notes or a Note Guarantee, the Lien securing such Debt will also be so subordinated by its terms to the Notes and the Guarantees at least to the same extent.
 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture or any law, rule, regulation or order) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Interests owned by the Company or any Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary.
        However, the preceding restrictions will not apply to the following encumbrances or restrictions (including those existing under or by reason of):
        (a)   any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement or by any other agreements or documents entered into in connection with the Credit Agreement, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, or refinancings, of any of the agreements or documents providing for such existing encumbrances and restrictions; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of the Company, are no more restrictive in any material respect, taken as a whole, with respect to such encumbrances and restrictions than those contained in these agreements and documents on the Issue Date;
        (b)   any encumbrance or restriction existing at the time of the acquisition of property, so long as the encumbrances or restrictions relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);
        (c)   any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary or merging with or into a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person;
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        (d)   any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as such encumbrances and restrictions contained in any such agreement are not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Company;
        (e)   customary provisions restricting subletting or assignment of any lease, sublease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;
        (f)    any encumbrance or restriction by reason of applicable law, rule, regulation, order, approval, license, permit or similar restriction;
        (g)   any encumbrance or restriction under the Indenture, the Notes and the Note Guarantees;
        (h)   any encumbrance or restriction in connection with the sale of assets or Capital Interests, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;
        (i)    restrictions on cash and other deposits or net worth imposed by direct or indirect customers or suppliers under contracts entered into the ordinary course of business;
        (j)    encumbrances or restrictions that are customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale leaseback agreements and other similar agreements;
        (k)   encumbrances and restrictions under any instrument governing Debt or Capital Interests of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Interests were incurred or issued in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Debt, such Debt was permitted by the terms of the Indenture to be Incurred;
        (l)    encumbrances and restrictions arising in respect of purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business to the extent such restrictions and encumbrances apply to the property so acquired (and proceeds thereof) and are of the nature described in clause (iii) of the first paragraph of this covenant;
        (m)  Liens securing Debt or other obligations otherwise permitted to be Incurred under the Indenture, including pursuant to the provisions of the covenant described above under "—Limitation on Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;
        (n)   encumbrances or restrictions relating to any Non-Recourse Receivable Subsidiary Indebtedness or other contractual requirements of a Receivable Subsidiary that is a Restricted Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivable Subsidiary or the accounts receivable and other financial assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction;
        (o)   any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any
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Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;
        (p)   restrictions on the sale, lease or transfer of property or assets arising or agreed to in the ordinary course of business, not relating to any Debt, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company and the Restricted Subsidiaries taken as a whole; and
        (q)   encumbrances or restrictions arising under deferred compensation arrangements or any "rabbi trust" formed in connection with any such arrangement.
        Nothing contained in this "Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries" covenant shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted under the "Limitation on Liens" covenant or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with the "Limitation on Incurrence of Debt" and "Limitation on Liens" covenants in the Indenture.
 Limitation on Asset Sales
        The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
        (1)   the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Interests issued or sold or otherwise disposed of; and
        (2)   at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Eligible Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:
        (a)   any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption or novation agreement that releases the Company or such Restricted Subsidiary from further liability with respect thereto;
        (b)   any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 450 days of their receipt to the extent of the cash received in that conversion; and
        (c)   any Designated Non-cash Consideration received by the Company or any such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.
        Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, or, if with respect to clauses (ii), (iii) and (iv) below, within 360 days after the receipt of any Net Cash Proceeds from any
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Asset Sale the Company or any Restricted Subsidiary entered into a contractual commitment, pursuant to a binding agreement, to apply any such Net Cash Proceeds, then, within 540 days after the receipt of such Net Cash Proceeds, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:
          (i)  to permanently prepay, repay, redeem, purchase or repurchase Debt (other than Subordinated Obligations) and, if the Obligation repaid is revolving credit Debt, to correspondingly reduce commitments with respect thereto;
         (ii)  to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company;
        (iii)  to make capital expenditures in or that are used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of the Indenture;
        (iv)  to acquire other assets (other than inventory) that are used or useful in a Permitted Business;
         (v)  to prepay, repay, redeem, purchase or repurchase Debt secured by the assets of the Company or any Restricted Subsidiaries; or
        (vi)  any combination of the foregoing.
        Pending the final application of any Net Cash Proceeds, the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings under the Credit Agreement or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph of this covenant will constitute " Excess Proceeds ." When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Company will, within 30 days, make an Offer to Purchase to all Holders of Notes (on a pro rata basis among the Notes), and to all holders of other Debt ranking pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to assets sales, equal to the Excess Proceeds. The offer price in any Offer to Purchase will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by the Indenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other pari passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis among the Notes (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000 or any integral multiple of $1,000 in excess thereof will be purchased). Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero.
        The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.
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 Limitation on Transactions with Affiliates
        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of related transactions, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an " Affiliate Transaction ") involving with respect to each such Affiliate Transaction or series of related Affiliate Transactions aggregate consideration in excess of $10.0 million, unless:
          (i)  such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to the Company or the relevant Subsidiary than those that could reasonably have been obtained in a comparable arm's-length transaction by the Company or such Subsidiary with an unaffiliated party; and
         (ii)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Board of Directors of the Company approving such Affiliate Transaction together with an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above.
        The foregoing limitations do not limit, and shall not apply to:
        (1)   Restricted Payments that are permitted by the provisions of the Indenture described above under "—Limitation on Restricted Payments;"
        (2)   the provision of reasonable and customary compensation, indemnities, insurance and other benefits to members of the Board of Directors of the Company or a Restricted Subsidiary and others who are not otherwise Affiliates of the Company;
        (3)   the provision of reasonable and customary compensation and other benefits (including retirement, health, option, severance, deferred compensation and other benefit plans), indemnities and insurance to officers and employees of the Company or any Restricted Subsidiary in the ordinary course of business to the extent permitted by law;
        (4)   transactions between or among the Company and/or its Restricted Subsidiaries and transactions between or among the Company or any Restricted Subsidiary, on the one hand, and any Leasing Subsidiary, on the other hand, (including the contribution of overhead costs) in the ordinary course of business and consistent with past practice or constituting undertakings customary in lease securitization transactions for the benefit of any Leasing Subsidiary;
        (5)   any agreement or arrangement as in effect on the Issue Date and any amendment or modification thereto so long as such amendment or modification is not more disadvantageous, taken as a whole, in any material respect to the Holders of the Notes;
        (6)   any contribution of capital to the Company;
        (7)   transactions permitted by, and complying with, the provisions of the Indenture described below under "—Consolidation, Merger, Conveyance, Transfer or Lease;"
        (8)   any transaction with a joint venture, partnership, limited liability company or other entity that constitutes an Affiliate solely because the Company or a Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity;
        (9)   transactions with Unrestricted Subsidiaries, Affiliates, customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business that are, in the aggregate (taking into account all of the costs and
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benefits associated with such transactions), on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, as determined in good faith by the Company, than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company;
        (10) transactions effected as part of a Qualified Receivables Transaction;
        (11) sales or leases of goods to joint ventures and Affiliates (but excluding any officers or directors) in the ordinary course of business for less than fair market value but not for less than cost;
        (12) any employment, severance or consulting agreement or other compensation agreement, arrangement or plan, or any amendment thereto, entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;
        (13) sales of Capital Interests (excluding Capital Interests constituting Debt) to Affiliates of the Company;
        (14) any transaction in which the Company or its Restricted Subsidiaries, as the case may be, deliver to the Trustee (a) a letter from an accounting, appraisal or investment banking firm of national standing stating that such transaction is fair to the Company or its Restricted Subsidiary from a financial point of view or that such transaction complies with clause (i) of the initial paragraph above and (b) an Officers' Certificate certifying that such transaction complies with clause (i) of the initial paragraph above; and
        (15) transactions between the Company or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the Company; provided that such director abstains from voting as a director of the Company on any matter involving such other Person.
 Limitation on Sale and Leaseback Transactions
        The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction unless:
          (i)  the consideration received in such Sale and Leaseback Transaction is at least equal to the Fair Market Value of the property sold, as confirmed by an Officers' Certificate,
         (ii)  prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction, the Company and such Restricted Subsidiary comply with the "—Limitation on Incurrence of Debt" covenant contained herein, and
        (iii)  at or after such time the Company and such Restricted Subsidiary also comply with the "—Limitation on Asset Sales" covenant contained herein.
 Provision of Financial Information
        Whether or not required by the Commission, so long as any Notes are outstanding, the Company will furnish to the Trustee and to the Holders of Notes within 15 days after the Company is required to file the same under the Commission's rules and regulations, for the avoidance of doubt, after giving effect to all applicable grace periods, or file electronically with the Commission through the Commission's Electronic Data Gathering, Analysis and Retrieval System (or any successor system):
        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and
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        (2)   all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.
        Whether or not required by the Commission, the Company will also file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations, for the avoidance of doubt, after giving effect to all applicable grace periods (unless the Commission will not accept such a filing), and make such information available to prospective investors. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
        If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
        Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on Officers' Certificates).
 Additional Note Guarantees
        Each of the Guarantors will guarantee the Notes in the manner and on the terms set forth in the Indenture.
        If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date and such Subsidiary Guarantees any Debt under the Credit Agreement, then that newly acquired or created Subsidiary shall become a Guarantor by execution of a supplemental indenture within 60 days of the date on which it Guaranteed such other Debt; provided , that no Unrestricted Subsidiary or Restricted Subsidiary that is a Foreign Restricted Subsidiary shall be required to become a Guarantor unless it provides a Guarantee of Debt under the Credit Agreement that is Incurred by the Company or a Restricted Subsidiary that is not a Foreign Restricted Subsidiary.
        Each Note Guarantee by a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
 Limitation on Creation of Unrestricted Subsidiaries
        The Company may designate any Subsidiary of the Company to be an "Unrestricted Subsidiary" as provided below, in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.
        " Unrestricted Subsidiary " means:
        (1)   any Subsidiary designated as such by an Officers' Certificate as set forth below where neither the Company nor any of its Restricted Subsidiaries (i) provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any
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undertaking, agreement or instrument evidencing such Debt, but excluding in the case of a Receivable Subsidiary any Standard Securitization Undertakings and further excluding other Debt under which the lender has recourse to the Company or any Restricted Subsidiary or to any of their assets (A) that does not exceed $30.0 million in the aggregate and/or (B) solely in circumstances customarily excluded by lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financings) or (ii) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary (except in the case of a Receivable Subsidiary any Standard Securitization Undertakings); and
        (2)   any Subsidiary of an Unrestricted Subsidiary.
        The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Interests of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company, provided that either:
        (x)   the Subsidiary to be so designated has total assets of $5,000 or less; or
        (y)   the Company could make a Restricted Payment at the time of designation in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to the "—Limitation on Restricted Payments" covenant and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder.
        An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the "—Limitation on Incurrence of Debt" covenant and (ii) all the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the "—Limitation on Liens" covenant.
 Consolidation, Merger, Conveyance, Transfer or Lease
        The Company will not in any transaction or series of related transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or sell, assign (excluding any assignment solely as collateral for security purposes under a Credit Facility, but not any outright assignment upon the foreclosure on any such collateral), convey, transfer, lease or otherwise dispose of all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:
          (i)  either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or other disposition, all or substantially all of the property and assets of the Company and its Restricted Subsidiaries (such Person, the " Surviving Entity "), (1) shall be a corporation, partnership, limited liability company or similar entity organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under the Indenture; provided that at any time the Company or its successor is not a corporation, there shall be a co- issuer of the Notes that is a corporation;
         (ii)  immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
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        (iii)  immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, (a) the Company (or the Surviving Entity if the Company is not continuing) could Incur $1.00 of additional Debt under the provisions described in the first paragraph of "—Limitation on Incurrence of Debt", and (b) the Consolidated Fixed Charge Coverage Ratio for the Company (or the Surviving Entity if the Company is not continuing) and its Restricted Subsidiaries for the most recent Four Quarter Period shall not be not less than such Consolidated Fixed Charge Coverage Ratio immediately prior to such transaction (or the first such transaction if there are a series of transactions); and
        (iv)  the Company delivers, or causes to be delivered, to the Trustee, in form satisfactory to the Trustee, an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture.
        In the event of a holding company reorganization of the type described under "—Change of Control Triggering Event" above, the ultimate holding company, at the Company's election, either shall be deemed the Surviving Entity or shall Guarantee the Notes pursuant to a supplemental indenture on terms substantially similar to those relating to the other Guarantors.
        Notwithstanding the foregoing, failure to satisfy the requirements of the preceding clauses (ii) and (iii) will not prohibit:
        (a)   a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company or the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Company to a Restricted Subsidiary that is a wholly owned Subsidiary of the Company;
        (b)   a merger between the Company and an Affiliate incorporated solely for the purpose of converting the Company into a corporation organized under the laws of the United States or any political subdivision or state thereof; so long as, in each case, the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby; or
        (c)   a transaction or series of related transactions that effectuate a holding company in the manner described under "—Change of Control Triggering Event" above.
        For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been incurred upon such transaction or series of transactions.
        Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under the Indenture with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Person duly assumes all of the obligations and covenants of the Company pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.
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 Payments for Consent
        The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
 Events of Default
        Each of the following is an "Event of Default" under the Indenture:
        (1)   default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);
        (2)   default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;
        (3)   failure to perform or comply with the Indenture provisions described under "—Provision of Financial Information" and continuance of such failure to perform or comply for a period of 120 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;
        (4)   except as permitted by or in accordance with the terms of the Indenture, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;
        (5)   default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement, a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;
        (6)   a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or (except in the case of any Debt owing to the Company by any Restricted Subsidiary or any Debt of any Restricted Subsidiary owing to the Company or another Restricted Subsidiary) shall constitute a failure to pay an amount of such Debt equal to at least the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries when due and payable after the expiration of any applicable grace period with respect thereto;
        (7)   the entry against the Company or any Restricted Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries (net of amounts covered by insurance for which the issuer thereof has been notified of such claim and has not challenged such coverage), by a court or courts of competent
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jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or
        (8)   certain events in bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary).
        If an Event of Default (other than an Event of Default specified in clause (8) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided , however , that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.
        In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.
        If an Event of Default specified in clause (8) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see "—Amendment, Supplement and Waiver." The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interests of the Holders to do so.
        No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request to the Trustee, and provided indemnity and security satisfactory to the Trustee, to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note directly (as opposed to through the Trustee) for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.
        The Company will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Company also is required to promptly notify the Trustee in writing if it becomes aware of the occurrence of any Default or Event of Default.
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 Amendment, Supplement and Waiver
        The Company, the Guarantors and the Trustee, at any time and from time to time, may without the consent of any Holders enter into one or more indentures supplemental to the Indenture and the Guarantees for any of the following purposes:
        (1)   to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture, the Guarantees and the Notes;
        (2)   to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;
        (3)   to add additional Events of Default;
        (4)   to provide for global Notes in addition to or in place of the definitive Notes;
        (5)   to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;
        (6)   to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;
        (7)   to add a Guarantor or to release a Guarantor in accordance with the Indenture;
        (8)   to cure any ambiguity, defect, omission, mistake or inconsistency;
        (9)   to make any other provisions with respect to matters or questions arising under the Indenture; provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company;
        (10) to conform the text of the Indenture or the Notes to any provision of this "Description of New Notes" to the extent that the Trustee has received an Officers' Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in this "Description of New Notes;" or
        (11) to effect or maintain the qualification of the Indenture under the Trust Indenture Act.
        The Company, the Guarantors and the Trustee may, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders of the Notes under the Indenture, including the definitions therein; provided , however , that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:
        (1)   change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;
        (2)   reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of
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whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture;
        (3)   modify the obligations of the Company to make Offers to Purchase upon a Change of Control Triggering Event or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control Triggering Event or such Asset Sale;
        (4)   modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes;
        (5)   modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or
        (6)   release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).
        The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:
        (1)   in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Company); or
        (2)   in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.
        The Trustee shall receive an Officers' Certificate and opinion of counsel confirming that all conditions precedent are satisfied with respect to any supplemental indenture, that such supplemental indenture is authorized or permitted by the Indenture and that such supplemental indenture is the legal, valid and binding obligation of the Company and each Guarantor, enforceable against each of them in accordance with its terms.
 Satisfaction and Discharge of the Indenture; Defeasance
        The Company and the Guarantors may terminate the obligations under the Indenture when:
        (1)   either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a " Discharge ") under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;
        (2)   the Company has paid or caused to be paid all other sums then due and payable under the Indenture by the Company;
        (3)   the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;
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        (4)   the Company has delivered irrevocable written instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and
        (5)   the Company has delivered to the Trustee an Officers' Certificate and an opinion of counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under the Indenture relating to the Discharge have been complied with.
        In addition, the Company may elect, at its option, to have its obligations discharged with respect to the outstanding Notes (" defeasance "). Such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:
        (1)   the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due;
        (2)   the Company's obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
        (3)   the rights, powers, trusts, duties and immunities of the Trustee;
        (4)   the Company's right of optional redemption; and
        (5)   the defeasance provisions of the Indenture.
        In addition, the Company may elect, at its option, to have its obligations released with respect to certain covenants, including, without limitation, their obligation to make Offers to Purchase in connection with Asset Sales and any Change of Control Triggering Event, in the Indenture (" covenant defeasance ") and any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.
        In order to exercise either defeasance or covenant defeasance with respect to outstanding Notes:
        (1)   the Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;
        (2)   in the case of defeasance, the Company shall have delivered to the Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance
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and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;
        (3)   in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;
        (4)   no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien to secure such borrowing);
        (5)   such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act);
        (6)   such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture) to which the Company is a party or by which the Company is bound; and
        (7)   the Company shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.
        In the event of a defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Company's estate. Similar results may apply upon the insolvency of the Company during the applicable preference period following the deposit of monies in connection with defeasance.
        Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not to be delivered if all Notes not therefore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.
 The Trustee
        Wells Fargo Bank, National Association, the Trustee under the Indenture, will be the initial paying agent and registrar for the Notes. The Trustee from time to time may extend credit to the Company in the normal course of business. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the continuance of an Event of Default that has not been cured or waived, the Trustee will exercise such of the rights and powers vested in it by the Indenture and use the same degree of care and skill in their exercise, as a
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prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
        The Indenture and the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any "conflicting interest" (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.
        The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have provided to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses, fees and liabilities which might be incurred by it in compliance with such request or direction.
        No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of the Company or the Guarantors on the Notes or under the Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.
 No Personal Liability of Stockholders, Partners, Officers or Directors
        No director, manager, officer, employee, equity owner, general or limited partner, incorporator or other Person acting in any capacity similar to any of the foregoing, past, present or future, of the Company or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of such status. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
 Governing Law
        The Indenture and the Notes are governed by, and will be construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof.
 Certain Definitions
        Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided.
        " Acquired Debt " means Debt (1) of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or (2) assumed in connection with the acquisition of assets from such Person. Acquired Debt shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and,
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with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets.
        " Affiliate " of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings that correspond to the foregoing.
        " Applicable Premium " means, at any redemption date, the greater of (i) 1.0% of the principal amount of Notes being redeemed and (ii) the excess of (A) the present value at such redemption date of (1) the Redemption Price with respect to such principal amount on March 1, 2020 (such Redemption Price being that described in the first paragraph of the "Optional Redemption" section) plus (2) all required remaining scheduled interest payments due with respect to such principal amount through such date (without regard to accrued and unpaid interest), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount being redeemed on such redemption date; and, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that such calculation shall not be a duty or obligation of the Trustee.
        " Asset Acquisition " means:
        (a)   an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or
        (b)   the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business and consistent with past practices.
        " Asset Sale " means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of related transactions of:
          (i)  Capital Interests in another Person (other than directors' qualifying shares or shares or interests required to be held by foreign nationals pursuant to local law); or
         (ii)  any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete, worn out or permanently retired equipment or surplus assets);
provided , however , that the term "Asset Sale" shall exclude:
        (a)   any asset disposition permitted by the provisions described under "Consolidation, Merger, Conveyance, Transfer or Lease" that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;
        (b)   any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed in any one or related series of transactions $20.0 million;
        (c)   sales or other dispositions of cash or Eligible Cash Equivalents;
        (d)   sales of interests in Unrestricted Subsidiaries;
        (e)   the sale and leaseback of any assets within 90 days of the acquisition thereof;
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        (f)    the disposition of assets that, in the good faith judgment of the Company, are no longer used or useful in the business of the applicable entity;
        (g)   a Restricted Payment that is otherwise permitted by the Indenture;
        (h)   any trade-in of equipment in exchange for other equipment; provided that in the good faith judgment of the Company, the Company or such Restricted Subsidiary receives equipment having a Fair Market Value equal to or greater than the equipment being traded in;
        (i)    the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets between the Company or any of its Restricted Subsidiaries and another person to the extent that the Related Business Assets received by the Company or its Restricted Subsidiaries are of equivalent or better market value than the Related Business Assets transferred;
        (j)    the creation of a Lien (but not the sale or other disposition of the property subject to such Lien);
        (k)   leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries and otherwise in accordance with the provisions of the Indenture;
        (l)    any disposition by a Subsidiary to the Company or by the Company or a Subsidiary to a Restricted Subsidiary;
        (m)  dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business and consistent with past practice;
        (n)   licensing or sublicensing of intellectual property or other general intangibles in accordance with industry practice in the ordinary course of business;
        (o)   any transfer, conveyance, sale or other disposition of property or assets consisting of auction rate securities;
        (p)   any transfer of accounts receivable or other financial assets, or a fractional undivided interest therein, by a Receivable Subsidiary in a Qualified Receivables Transaction;
        (q)   any sales of accounts receivable or other financial assets, directly or indirectly, to a Receivable Subsidiary pursuant to a Qualified Receivables Transaction for the Fair Market Value thereof (including the issuance of equity by and/or an increase in the value of the equity of such Receivable Subsidiary); including cash or other financial accommodation, such as the provision of letters of credit by such Receivable Subsidiary on behalf of or for the benefit of the transferor of such accounts receivable or other financial assets, in an amount at least equal to 75% of the Fair Market Value thereof (for the purposes of this clause (q), Purchase Money Notes will be deemed to be cash);
        (r)   foreclosures on assets to the extent it would not otherwise result in a Default or Event of Default;
        (s)   transfers of Leasing Assets to or by a Leasing Subsidiary solely in connection with a Leasing Transaction in the ordinary course of business and consistent with past practice;
        (t)    any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind; or
        (u)   dispositions of property located outside of the United States (and not moved outside the United States in anticipation of such disposition).
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        For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.
        " Attributable Debt " in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been or may, at the option of the lessor, be extended).
        " Average Life " means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.
        " Board of Directors " means, with respect to the Company or any Restricted Subsidiary, its board of directors (or the substantial equivalent if such entity is not a corporation) or any duly authorized committee thereof, as applicable.
        " Capital Interests " in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.
        " Capital Lease Obligations " means any obligation of a Person under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
        " Change of Control " means:
        (1)   the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), that is or becomes the ultimate "beneficial owner" (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such person or group shall be deemed to have "beneficial ownership" of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Company;
        (2)   the Company sells, conveys, transfers or leases (either in one transaction or a series of related transactions), other than by merger or consolidation, all or substantially all of its consolidated assets to a Person other than a Restricted Subsidiary of the Company; or
        (3)   the Company consolidates with, or merges with or into, any Person other than a Restricted Subsidiary of the Company, in each case pursuant to a transaction or series of related transactions in which any of the outstanding Voting Interests of the Company are converted into or exchanged for cash, securities or other property, other than any such transaction or series of related transactions where the Voting Interests of the Company outstanding immediately prior thereto are converted into or exchanged for Voting Interests of the surviving or continuing Person constituting a majority of the outstanding shares of such Voting Interests of such surviving or continuing Person (immediately after giving effect to such conversion or exchange).
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        " Change of Control Triggering Event " means the occurrence of both a Change of Control and a Rating Decline.
        " Code " means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated thereunder.
        " Common Interests " of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.
        " Company " means Oshkosh Corporation and any successor thereto.
        " Consolidated Cash Flow Available for Fixed Charges " means, with respect to any Person for any period:
          (i)  the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:
        (a)   Consolidated Net Income;
        (b)   Consolidated Non-cash Charges;
        (c)   Consolidated Interest Expense to the extent the same was deducted in computing Consolidated Net Income;
        (d)   Consolidated Income Tax Expense;
        (e)   (i) any net loss from discontinued operations and (ii) any fees and expenses incurred in connection with the closing of any issuance of Debt or Capital Interests, acquisition or disposition permitted under the Indenture; and
        (f)    any costs or expenses incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Capital Interests of the Company (other than Redeemable Capital Interests); less
         (ii)  (x) net income from discontinued operations and (y) the amount of extraordinary, non-recurring or unusual gains.
        " Consolidated Fixed Charge Coverage Ratio " means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the " Transaction Date ") giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the " Four Quarter Period ") to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period. In addition to and without limitation of the foregoing, for purposes of this definition, "Consolidated Cash Flow Available for Fixed Charges" and "Consolidated Fixed Charges" shall be calculated after giving effect (i) to the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the entity involved in any Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced; and (ii) on a pro forma basis for the period of such calculation, to any Asset Sales or other dispositions or Asset Acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) occurring during
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the Four Quarter Period or any time subsequent to the last day of the Four Quarter Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the Incurrence or assumption of any such Acquired Debt), investment, merger, consolidation or disposed operation occurred on the first day of the Four Quarter Period. For purposes of this definition, pro forma calculations shall be made in the good faith determination of the Company.
        Furthermore, in calculating "Consolidated Fixed Charges" for purposes of determining the denominator (but not the numerator) of this "Consolidated Fixed Charge Coverage Ratio":
          (i)  interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect on the Transaction Date; and
         (ii)  if interest on any Debt actually Incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period.
        If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person (excluding credit support for third party customer financing in the ordinary course of business) and such Guarantee or the Debt subject thereto is not otherwise included in the calculation of Consolidated Fixed Charges, the calculation of the Consolidated Fixed Charge Coverage Ratio shall give effect to the Incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly Incurred or otherwise assumed such Guaranteed Debt as if such Guarantee occurred on the first day of the Four Quarter Period.
        " Consolidated Fixed Charges " means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:
          (i)  Consolidated Interest Expense; and
         (ii)  the product of (a) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Interests of such Person and its Restricted Subsidiaries (other than dividends paid in Qualified Capital Interests), times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal.
        " Consolidated Income Tax Expense " means, with respect to any Person for any period, (x) if such Person is not a corporation, the Permitted Tax Payments of such Person for such period, or (y) if such Person is a corporation, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP paid or accrued during such period, including any penalties and interest related to such taxes or arising from any tax examinations, to the extent the same were deducted in computing Consolidated Net Income.
        " Consolidated Interest Expense " means, with respect to any Person for any period, without duplication, the sum of:
          (i)  the total interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation or duplication:
        (a)   any amortization of debt discount;
        (b)   the net cost under any Hedging Obligation or Swap Contract in respect of interest rate protection (including any amortization of discounts);
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        (c)   the interest portion of any deferred payment obligation;
        (d)   all commissions, discounts and other fees and charges owed with respect to financing activities or similar activities; and
        (e)   all accrued interest;
         (ii)  the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and
        (iii)  all capitalized interest of such Person and its Restricted Subsidiaries for such period; less interest income of such Person and its Restricted Subsidiaries for such period; provided , however , that Consolidated Interest Expense will exclude (I) the amortization or write-off of debt issuance costs and deferred financing fees, commissions, fees and expenses, (II) any expensing of interim loan commitment and other financing fees, (III) fees and expenses incurred in connection with the issuance of the Notes and (IV) capitalized costs incurred in connection with the initial closing of any Hedging Obligation or Swap Contract.
        " Consolidated Net Income " means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by:
        (A)  excluding, without duplication
          (i)  all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto), income, expenses or charges;
         (ii)  the portion of net income of such Person and its Restricted Subsidiaries allocable to minority or non-controlling interests in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries; provided that for the avoidance of doubt, Consolidated Net Income shall be increased in amounts equal to the amounts of cash actually received;
        (iii)  gains or losses in respect of any Asset Sales by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;
        (iv)  the net income (loss) from any disposed or discontinued operations or any net gains or losses on disposed or discontinued operations, on an after-tax basis;
         (v)  solely for purposes of determining the amount available for Restricted Payments under clause (c) of the first paragraph of "—Certain Covenants—Limitation on Restricted Payments," the net income of any Restricted Subsidiary (other than a Guarantor) or such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders; provided that for the avoidance of doubt, Consolidated Net Income shall be increased in amounts equal to the amounts of cash actually received;
        (vi)  any gain or loss realized as a result of the cumulative effect of a change in accounting principles;
       (vii)  any fees and expenses paid in connection with the issuance of the Notes;
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      (viii)  non-cash compensation expense Incurred with any issuance of equity interests to an employee of such Person or any Restricted Subsidiary;
        (ix)  any net after-tax gains or losses attributable to the early extinguishment or conversion of Debt;
         (x)  any non-cash impairment charges or asset write-off or write-down resulting from the application of Financial Accounting Standards Board Accounting Standards Codification (" ASC ") Topic 350 "Intangibles—Goodwill and Other" or ASC Topic 360 "Property, Plant and Equipment," and the amortization of intangibles arising pursuant to ASC Topic 805 "Business Combinations" or any related subsequent Statement of Financial Accounting Standards;
        (xi)  non-cash gains, losses, income and expenses resulting from fair value accounting required by ASC Topic 815 "Derivatives and Hedging" or any related subsequent Statement of Financial Accounting Standards;
       (xii)  any net unrealized gains and losses relating to mark-to- market of amounts denominated in foreign currencies resulting from the application of ASC Topic 830 "Foreign Currency Matters" or any related subsequent Statement of Financial Accounting Standards;
      (xiii)  accruals and reserves that are established within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition in accordance with GAAP;
      (xiv)  any net unrealized gain or loss (after any offset) resulting from currency translation gains or losses related to currency remeasurements of Debt (including any net gain or loss resulting from obligations under Hedging Obligations for currency exchange risk) and any foreign currency translation gains or losses;
       (xv)  any accruals and reserves that are established for expenses and losses, in respect of equity- based awards compensation expense ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall reduce Consolidated Net Income to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period);
      (xvi)  any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture, to the extent actually reimbursed, or, so long as the Company has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);
     (xvii)  to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption; and
        (B)  including, without duplication, dividends and distributions from joint ventures actually received in cash by the Company.
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        " Consolidated Net Tangible Assets " of any Person means the aggregate amount of assets of such Person and its Restricted Subsidiaries after deducting therefrom (to the extent otherwise included therein) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual (as the case may be) consolidated balance sheet (prior to the relevant date of determination) of such Person and its Restricted Subsidiaries in accordance with GAAP.
        " Consolidated Non-cash Charges " means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of goodwill, other intangibles, deferred financing fees, debt issuance costs, commissions, fees and expenses) and other non-cash expenses, charges, losses and other items of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss and excluding any charge which requires an accrual of or a reserve for cash charges for any future period).
        " Credit Agreement " means the Company's senior credit facilities, dated as of March 21, 2014, between the Company and guarantors named therein and Bank of America, N.A., as administrative agent, and the other agents and lenders named therein, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified, supplemented, restated, refinanced, renewed, refunded, replaced (whether at maturity, upon early repayment and termination or thereafter) in whole or in part from time to time including by or pursuant to one or more agreements or indentures, including any agreement or indenture that extends the maturity of any Debt thereunder, or increases the amount of available borrowings thereunder ( provided that such increase in borrowings is permitted under clause (i) of the definition of the term " Permitted Debt "), or adds or changes the borrower or guarantor and whether by the same or any other agent, lender, group of lenders, purchasers or debt holders.
        " Credit Facilities " means one or more credit facilities (including the Credit Agreement) and indentures with banks or other lenders or investors providing for revolving or term loans or debt or the issuance of letters of credit or bankers' acceptances.
        " Debt " means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, the following: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property, excluding any trade payables or other current liabilities Incurred in the normal course of business; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all reimbursement obligations of such Person with respect to letters of credit (other than letters of credit that are secured by cash or Eligible Cash Equivalents), bankers' acceptances or similar facilities (excluding obligations in respect of letters of credit or bankers' acceptances issued in respect of trade payables) issued for the account of such Person; provided that such obligations shall not constitute Debt except to the extent drawn and not repaid within five business days; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement (other than operating leases) with respect to property or assets acquired by such Person; (v) all Capital Lease Obligations of such Person; (vi) the maximum fixed redemption or repurchase price of Redeemable Capital Interests in such Person at the time of determination; (vii) any Swap Contracts and Hedging Obligations of such Person at the time of determination; (viii) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (ix) all obligations of the types referred to in clauses (i) through (viii) of this definition of another Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt.
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        For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to the Indenture; provided , however , that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (vii) is the net amount payable (after giving effect to permitted set off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (ix)(A) above shall be the stated or determinable amount of or, if not stated or if indeterminable, the maximum reasonably anticipated liability under any such Guarantee; (e) the amount of any Debt described in clause (ix)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt and (g) the amount of Debt of the Company and its Subsidiaries shall be calculated without duplication of Guarantees of the Company or any Subsidiary in respect thereof.
        Notwithstanding the foregoing, (i) in connection with the purchase by the Company or any Restricted Subsidiary of any business or assets, the term "Debt" will exclude (x) customary indemnification obligations and (y) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided , however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter, and (ii) the term "Debt" will exclude debt that has been defeased, satisfied and discharged, repaid, retired, repurchased or redeemed in accordance with its terms and, to the extent such defeasance, satisfaction and discharge, repayment, retirement, repurchase or redemption constitutes a Restricted Payment, in accordance with the provisions of "—Certain Covenants—Limitation on Restricted Payments" set forth above.
        The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations and Guarantees as described above and, only upon the occurrence of the contingency giving rise to the obligations, the maximum reasonably anticipated liability of any contingent obligations (other than Guarantees) at such date; provided , however , that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time. If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the amount of Debt of such Person shall give effect to the Incurrence of such Guaranteed Debt (excluding credit support for third party customer financing in the ordinary course of business) as if such Person or such Subsidiary had directly Incurred or otherwise assumed such Guaranteed Debt.
        " Default " means any event that is, or after notice or passage of time, or both, would be, an Event of Default.
        " Designated Non-cash Consideration " means the Fair Market Value of non-cash consideration, including Related Business Assets and Capital Interests in a Restricted Subsidiary or a Person that is designated as a Restricted Subsidiary, received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
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        " Eligible Bank " means a bank or trust company that (i) is licensed, chartered or organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $500.0 million and (iii) the senior Debt of which is rated at least "A-2" by Moody's or at least "A" by S&P.
        " Eligible Cash Equivalents " means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof ( provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank; provided that such Investments have a maturity date not more than two years after date of acquisition and that the Average Life of all such Investments is one year or less from the respective dates of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least A from S&P or A-2 from Moody's (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company and other than structured investment vehicles; provided that such Investments have one of the two highest ratings obtainable from either S&P or Moody's and mature within 180 days after the date of acquisition; (vi)(A) overnight and demand deposits in and bankers' acceptances of any Eligible Bank and (B) overnight and demand deposits in any other bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the Bank Insurance Fund; (vii) corporate bonds rated A/A2 or better; (viii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vii); and (ix) Investments equivalent to those referred to in clauses (i) through (viii) above or funds equivalent to those referred to in clause (viii) above denominated in U.S. dollars, Euros or any other foreign currency issued by a foreign issuer or bank comparable in credit quality and tender to those referred to in such clauses and customarily used by corporations for cash management purposes in jurisdictions outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized or operating in such jurisdiction, all as determined in good faith by the Company.
        " Exchange Act " means the Securities Exchange Act of 1934, as amended.
        " Expiration Date " has the meaning set forth in the definition of "Offer to Purchase."
        " Fair Market Value " means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Company. In the case of a transaction between the Company or a Restricted Subsidiary, on the one hand, and a Receivable Subsidiary, on the other hand, if the Company determines in its sole discretion that such determination is appropriate, a determination as to Fair Market Value may be made at the commencement of the transaction and be applicable to all dealings between the Receivable Subsidiary and the Company or such Restricted Subsidiary during the course of such transaction.
        " Floor Plan Financing Facility " means any facility entered or to be entered into by the Company or any Restricted Subsidiary pursuant to which such Person may (i) incur Debt to purchase vehicles and/or related equipment from vendors for the prompt resale to customers in the ordinary course of business and (ii) grant a security interest in such vehicles and/or related equipment to secure such borrowings.
        " Foreign Restricted Subsidiary " means any Restricted Subsidiary other than a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of any state of the United States or the District of Columbia.
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        " Four Quarter Period " has the meaning set forth in the definition of Consolidated Fixed Charge Coverage Ratio.
        " GAAP " means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect from time to time; provided, that solely for purposes of calculating Capital Lease Obligations and determining whether a lease constitutes an operating lease or a capital lease, "GAAP" means generally accepted accounting principles as used in the United States on December 31, 2014 consistently applied.
        " Guarantee " means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment (or payment of damages in the event of non-payment) of all or any part of such Debt of another Person (and " Guaranteed " and " Guaranteeing " shall have meanings that correspond to the foregoing).
        " Guarantor " means any Person that executes a Note Guarantee in accordance with the provisions of the Indenture and their respective successors and assigns (subject to release in accordance with the Indenture).
        " Hedging Obligations " of any Person means the obligations of such Person pursuant to any interest rate agreement, currency agreement or commodity agreement, excluding commodity agreements relating to raw materials used in the ordinary course of the Company's business.
        " Holder " means a Person in whose name a Note is registered in the security register.
        " Incur " means, with respect to any Debt of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or the recording, as required pursuant to GAAP or other applicable accounting standards, of any such Debt on the balance sheet of such Person; provided , however , that a change in GAAP or an interpretation thereunder that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. " Incurrence ," " Incurred ," " Incurrable " and " Incurring " shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. In addition, the following shall not be deemed a separate Incurrence of Debt:
        (1)   amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;
        (2)   the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Interests in the form of additional Capital Interests of the same class and with the same terms;
        (3)   the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and
        (4)   unrealized losses or charges in respect of Hedging Obligations.
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        " Initial Purchasers " means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities, LLC and such other initial purchasers party to the purchase agreement entered into in connection with the offer and sale of the Notes on the Issue Date and any similar purchase agreement in connection with any Additional Notes.
        " Investment " by any Person means any direct or indirect loan, advance, guarantee for the benefit of (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Interest or other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or Guarantee of the Debt of another Person; and (iii) the purchase or acquisition of the business or assets of another Person substantially as an entirety but shall exclude: (a) accounts receivable and other extensions of trade credit in accordance with the Company's customary practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers' compensation, utility, lease and similar deposits, in the normal course of business.
        " Investment Grade Rating " designates a rating of BBB– or higher by S&P or Baa3 or higher by Moody's or the equivalent of such ratings by S&P or Moody's. In the event that the Issuer shall select any other Rating Agency as provided under the definition of the term "Rating Agencies," the equivalent of such ratings by such Rating Agency shall be used.
        " Issue Date " means March 2, 2015.
        " Leasing Assets " means, with respect to any lease, all of the following property and interests in property whether now existing or existing in the future or hereafter acquired or arising: (i) all vehicles or equipment manufactured or refurbished by the Company or any of its Subsidiaries (and truck chassis, cement block boom trucks and similar vehicles or equipment manufactured or refurbished by third parties) and acquired by a Leasing Subsidiary in connection with such assets being contemporaneously leased to a third party; (ii) all leases and other contracts or agreements relating to the lease financing by a customer of vehicles or equipment manufactured or refurbished by the Company or any of its Subsidiaries; (iii) all accounts receivable and other obligations incurred by lessees in connection with the foregoing, no matter how evidenced; (iv) all rights to any vehicles or equipment subject to any of the foregoing after or in connection with creation of the foregoing, including, without limitation, returned or repossessed goods; (v) all reserves and credit balances with respect to any such lease contracts or agreements or lessees; (vi) all letters of credit, security or guarantees for any of the foregoing; (vii) all insurance policies or reports relating to any of the foregoing; and (viii) all books and records relating to any of the foregoing.
        " Leasing Subsidiary " means Oshkosh/McNeilus Financial Services, Inc., Oshkosh Equipment Finance, L.L.C. and any other Subsidiary (or partnership of which a Subsidiary of the Company is a general or limited partner) that is designated by the Board of Directors of the Company as a Leasing Subsidiary and that is exclusively engaged in Leasing Transactions and activities incidental thereto. If at any time any Leasing Subsidiary should engage in a material transaction or activity other than those described above, it shall thereafter cease to be a Leasing Subsidiary for purposes of the Indenture.
        " Leasing Transaction " means (i) the sale, lease or other disposition to a third party of Leasing Assets or an interest therein; (ii) the borrowing of money secured by Leasing Assets; or (iii) the sale or other disposition of Leasing Assets or an interest therein to a Leasing Subsidiary followed by a financing transaction in connection with such sale or disposition of such Leasing Assets (whether such financing transaction is effected by such Leasing Subsidiary or by a third party to whom such Leasing Subsidiary sells such Leasing Assets or interests therein); provided that in each of the foregoing, the Company or its Restricted Subsidiaries receive or have received at least 95% of the aggregate sale price attributed to the vehicles and equipment that underlie the leases financed in such transaction.
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        " Lien " means, with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment for security purposes, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance or other security agreement or arrangement of any kind or nature whatsoever on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).
        " Leverage Ratio " means, with respect to any Person as of any date of determination, the ratio of (x) the total consolidated Debt of such Person and its Restricted Subsidiaries as of the end of the most recent Four Quarter Period for which financial statements are publicly available, which would be reflected as a liability on a consolidated balance sheet of such Person and its Restricted Subsidiaries prepared as of such date in the good faith determination of the Company, minus the cash, cash equivalents and marketable securities reflected as assets on such consolidated balance sheet, to (y) the Consolidated Cash Flow Available for Fixed Charges of such Person for the then most recent Four Quarter Period for which financial statements are publicly available, in each case with such pro forma adjustments to the amount of consolidated Debt and Consolidated Cash Flow Available for Fixed Charges as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Consolidated Fixed Charge Coverage Ratio.
        " Moody's " means Moody's Investors Service, Inc. and any successor to its rating agency business.
        " Net Cash Proceeds " means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket costs and expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, accounting, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided , however , that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.
        " Non-Recourse Receivable Subsidiary Indebtedness " has the meaning set forth in the definition of "Receivable Subsidiary."
        " Obligations " means any principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Debt.
        " Offer " has the meaning set forth in the definition of "Offer to Purchase."
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        " Offer to Purchase " means a written offer (the " Offer ") sent by the Company by first class mail, postage prepaid, to each Holder at such Holder's address appearing in the security register on the date of the Offer, offering to purchase up to the aggregate principal amount of Notes set forth in such Offer at the purchase price set forth in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the offer shall specify an expiration date (the " Expiration Date ") of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer (or, if such Offer is conditioned upon the occurrence of a Change of Control Triggering Event, not more than 60 days after the date of such Change of Control Triggering Event) and a settlement date (the " Purchase Date ") for purchase of Notes within five business days after the Expiration Date. The Company shall notify the Trustee in writing at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state:
        (1)   the Section of the Indenture pursuant to which the Offer to Purchase is being made;
        (2)   the Expiration Date and the Purchase Date;
        (3)   the aggregate principal amount of the outstanding Notes offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to Indenture covenants requiring the Offer to Purchase) (the " Purchase Amount ");
        (4)   the purchase price to be paid by the Company for each $2,000 principal amount of Notes (and integral multiples of $1,000 in excess thereof) accepted for payment (as specified pursuant to the Indenture) (the " Purchase Price ");
        (5)   that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess thereof);
        (6)   the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase, if applicable;
        (7)   that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Offer to Purchase will cease to accrue interest on and after the Purchase Date, but that any Note not tendered or tendered but not purchased by the Company pursuant to the Offer to Purchase will continue to accrue interest at the same rate;
        (8)   that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Offer to Purchase;
        (9)   that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing);
        (10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of such Holder's tender;
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        (11) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000 principal amount or integral multiples of $1,000 in excess thereof shall be purchased); and
        (12) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Notes so tendered.
        " Officers' Certificate " means a certificate signed by two officers of the Company or a Guarantor, as applicable, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company or such Guarantor, as applicable.
        " Permitted Business " means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Company.
        " Permitted Debt " means
          (i)  Debt Incurred pursuant to any Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed the greater of (A) $1,900.0 million minus any amount used to permanently repay such Obligations (or permanently reduce commitments with respect thereto) pursuant to the "Limitation on Asset Sales" covenant, and (B) an amount equal to 3.5 multiplied by the Consolidated Cash Flow Available for Fixed Charges of the Company and its Restricted Subsidiaries for the most recent Four Quarter Period, after giving effect on a pro forma basis for the period of such calculation to any Asset Sales or other dispositions or Asset Acquisitions, investments, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) occurring during the Four Quarter Period or any time subsequent to the last day of the Four Quarter Period and on or prior to the determination date, as if such Asset Sale or other disposition or Asset Acquisition (including the Incurrence or assumption of any Acquired Debt), investment, merger, consolidation or disposed operation occurred on the first day of the Four Quarter Period. For purposes of this definition, pro forma calculations shall be made in the good faith determination of the Company;
         (ii)  Debt under the Notes and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes;
        (iii)  Guarantees of the Notes;
        (iv)  Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than clause (i), (ii) or (iii) above);
         (v)  Debt owed to and held by the Company or a Restricted Subsidiary;
        (vi)  Guarantees Incurred by the Company of Debt of a Restricted Subsidiary otherwise permitted to be Incurred under the Indenture;
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       (vii)  Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under the Credit Agreement; provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with the "Limitation on Incurrence of Debt" covenant and (b) if the Debt being guaranteed is subordinated to the Notes, such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed;
      (viii)  Debt Incurred in respect of workers' compensation claims, health, disability or other employee benefits or property, casualty or liability insurance and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or Incurred (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business;
        (ix)  Debt under Swap Contracts and Hedging Obligations;
         (x)  Debt owed by the Company to any Restricted Subsidiary, or by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary; provided that if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt under this clause (x) and shall be deemed Incurred as Debt of the Company for purposes of the Indenture;
        (xi)  Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt; provided that the aggregate principal amount of such Debt outstanding at the time of incurrence may not exceed the greater of $150.0 million and 5.50% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries in the aggregate;
       (xii)  Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Interests of a Restricted Subsidiary otherwise permitted under the Indenture;
      (xiii)  the issuance by any of the Company's Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of Preferred Interests; provided , however , that:
        (a)   any subsequent issuance or transfer of Capital Interests that results in any such Preferred Interests being held by a Person other than the Company or a Restricted Subsidiary; and
        (b)   any sale or other transfer of any such Preferred Interests to a Person that is not either the Company or a Restricted Subsidiary; shall be deemed, in each case, to constitute an issuance of such Preferred Interests by such Restricted Subsidiary that was not permitted by this clause (xiii);
      (xiv)  Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided , however , that such Debt is extinguished within five business days of Incurrence and Debt arising from negative account balances in cash pooling arrangements arising in the ordinary course of business;
        (xv)  Debt owing to the Company by any Subsidiary or Debt owing to any Guarantor Subsidiary by the Company or another Subsidiary;
      (xvi)  Debt incurred by the Company or any Subsidiary pursuant to any Floor Plan Financing Facility that (A) is non-interest bearing and has a stated maturity of 120 days or less, or (B) does not exceed any time outstanding $100.0 million;
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     (xvii)  obligations of the Company or its Subsidiaries in respect of customer advances received and held in the ordinary course of business;
    (xviii)  Debt constituting credit support for third party customer financing in the ordinary course of business;
      (xix)  performance bonds or performance guaranties (or bank guaranties or letters of credit in lieu thereof) entered into in the ordinary course of business;
        (xx)  Debt incurred by a Leasing Subsidiary in a Leasing Transaction that is non-recourse to the Company or any Restricted Subsidiary of the Company (other than Leasing Subsidiaries);
      (xxi)  Guarantees by the Company with respect to up to $10.0 million at any time outstanding of Debt of Leasing Subsidiaries;
     (xxii)  Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate principal amount not to exceed at the time of incurrence the greater of $250.0 million and 9.25% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries; and
    (xxiii)  Refinancing Debt.
        Notwithstanding anything herein to the contrary, Debt permitted under clauses (i), (ii), (xi) and (xv) of this definition of "Permitted Debt" shall not constitute "Refinancing Debt" under clause (xxiii) of this definition of "Permitted Debt."
        " Permitted Liens " means:
        (a)   Liens existing at the Issue Date;
        (b)   Liens that secure (A) Debt under Credit Facilities permitted pursuant to clause (i) of the definition of "Permitted Debt," (B) Hedging Obligations and Swap Contracts relating to such Credit Facilities and permitted under the agreements related thereto and (C) fees, expenses and other amounts payable under such Credit Facilities or payable pursuant to cash management agreements or agreements with respect to similar banking services relating to such Credit Facilities and permitted under the agreements related thereto;
        (c)   any Lien for taxes or assessments or other governmental charges or levies not then delinquent for more than 90 days, that are then remaining payable without penalty or which are being contested in good faith and for which adequate reserves are being maintained to the extent required by GAAP and, in each case, to the extent no notice of lien has been filed or recorded under the Code;
        (d)   any warehousemen's, materialmen's, mechanic's, repairmen's, landlord's or other similar Liens arising by law for sums not then due and payable (or which, if due and payable, remain payable without penalty or are being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP);
        (e)   survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other similar restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not individually or in the aggregate materially adversely affect the value of the Company and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business of the Company and its Restricted Subsidiaries taken as a whole;
        (f)    pledges or deposits (i) in connection with workers' compensation, unemployment and other insurance, other social security legislation and other types of statutory obligations or the requirements of any official body; (ii) to secure the performance of tenders, bids, surety or
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performance bonds, leases, purchase, construction, sales or servicing contracts (including utility contracts) and other similar obligations Incurred in the ordinary course of business; (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a "plan" (as defined in ERISA); or (iv) arising in connection with any attachment unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;
        (g)   Liens on property or assets of a Person existing at the time such Person acquires such property or assets, is merged with or into or consolidated with the Company or a Restricted Subsidiary; or becomes a Restricted Subsidiary (and not created or Incurred in anticipation of such transaction), provided that such Liens are not extended to the property and assets of the Company and its Restricted Subsidiaries other than the property or assets acquired and the proceeds thereof;
        (h)   Liens securing Debt of a Restricted Subsidiary owed to and held by the Company or a Restricted Subsidiary thereof;
        (i)    for the avoidance of doubt, other Liens (not securing Debt) incidental to the conduct of the business of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets which do not individually or in the aggregate materially adversely affect the value of the Company and its Restricted Subsidiaries taken as a whole or materially impair the operation of the business of the Company and its Restricted Subsidiaries taken as a whole;
        (j)    Liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, in accordance with the terms of the Indenture of any Debt secured by Liens referred to in clauses (a), (b), (g), (m) and (w) hereof to the extent that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not increased;
        (k)   Liens in favor of customs or revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods incurred in the ordinary course of business;
        (l)    licenses and sublicenses of intellectual property granted in the ordinary course of business;
        (m)  Liens to secure Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt permitted to be incurred pursuant to clause (xi) of the definition of "Permitted Debt"; provided that such Liens do not extend to or cover any assets other than such assets acquired or constructed after the Issue Date with the proceeds of such Capital Lease Obligation, Synthetic Lease Obligation or Purchase Money Debt and any assets that, in the ordinary course of business, are subject to Liens in favor of the same creditor for other assets subject to existing Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Debt;
        (n)   Liens in favor of the Company or any Guarantor;
        (o)   Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligation in respect of letters of credit and banker's acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
        (p)   Liens securing Debt Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided , however , that the Lien may not extend to any property owned by such Person or any of its Restricted
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Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto and any proceeds thereof), and the Debt (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;
        (q)   Liens on property or shares of Capital Interests of another Person at the time such other Person becomes a Subsidiary of such Person; provided , however , that (i) the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto) and (ii) such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary;
        (r)   Liens (i) that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection with the issuance of Debt, (B) relating to pooled deposit or sweep accounts of the Company or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations and other cash management activities incurred in the ordinary course of business of the Company and/or any of its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of the Company or any of its Restricted Subsidiaries in the ordinary course of business and (ii) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (Y) encumbering reasonable customary initial deposits and margin deposits and attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, and (Z) in favor of banking institutions arising as a matter of law or pursuant to customary account agreements encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
        (s)   Liens securing judgments or judicial attachment for the payment of money not constituting an Event of Default under clause (7) under the caption "Events of Default" so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
        (t)    leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiaries and do not secure any Debt;
        (u)   any interest of title of (i) an owner of equipment or inventory on loan or consignment, or as part of a conditional sale, to the Company or any of its Restricted Subsidiaries and Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and (ii) a lessor or secured by a lessor's interest under any lease permitted under the Indenture;
        (v)   deposits in the ordinary course of business to secure liability to insurance carriers;
        (w)  Liens securing the Notes and the Note Guarantees;
        (x)   Liens securing Hedging Obligations and Swap Contracts so long as any related Debt is permitted to be Incurred under the Indenture;
        (y)   options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like permitted to be made under the Indenture;
        (z)   Liens attaching to earnest money deposits (or equivalent deposits otherwise named) made in connection with proposed acquisitions in an amount not to exceed $25.0 million;
        (aa) (i) set-off rights not otherwise set forth in clause (r) above, or (ii) Liens arising in connection with repurchase agreements that constitute Investments;
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        (bb) Liens on cash and other deposits or net worth imposed in connection with contracts entered into the ordinary course of business;
        (cc) Liens on vehicles or related property securing Obligations under any Floor Plan Financing Facility permitted by the Indenture incurred in the ordinary course of business; provided that the aggregate principal amount of all Obligations at any time outstanding under all Floor Plan Financing Facilities after giving effect to such incurrence does not exceed the total cost of the vehicles and equipment securing such Obligations;
        (dd) Liens on assets of a Leasing Subsidiary securing Debt under Leasing Transactions that was permitted to be Incurred under the Indenture, and Liens on Leasing Assets for which the applicable lessee is not permitted by applicable law to hold title to such Leasing Assets;
        (ee) Liens on the Capital Interests of a Receivable Subsidiary and accounts receivable and other financial and related assets described in the definition of Qualified Receivables Transaction, in each case, incurred in connection with a Qualified Receivables Transaction and in an aggregate amount not to exceed at the time of creation the greater of $350.0 million and 12.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries;
        (ff)  Liens securing Obligations for third party customer financing in the ordinary course of business;
        (gg) Liens not otherwise permitted under the Indenture in an aggregate amount not to exceed at the time of creation the greater of $350.0 million and 12.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries;
        (hh) Liens on cash, Eligible Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Debt; and
         (ii)  Liens on the identifiable proceeds of any property or asset subject to a Lien otherwise permitted under the Indenture.
        " Person " means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.
        " Preferred Interests ," as applied to the Capital Interests in any Person, means Capital Interests in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Interests in such Person.
        " Purchase Amount " has the meaning set forth in the definition of "Offer to Purchase."
        " Purchase Date " has the meaning set forth in the definition of "Offer to Purchase."
        " Purchase Money Debt " means Debt:
          (i)  incurred to finance the purchase or construction (including additions and improvements thereto) of any assets (other than Capital Interests) of such Person or any Restricted Subsidiary; and
         (ii)  that is secured by a Lien on such assets where the lender's sole security is to the assets so purchased or constructed or substantially similar assets leased or purchased from such lender under a master lease or similar agreement and proceeds of the foregoing; and in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in "addition to property, plant or equipment" in accordance with GAAP.
        " Purchase Money Note " means a promissory note of a Receivable Subsidiary to the Company or any Restricted Subsidiary, which note must be repaid from cash available to the Receivable Subsidiary,
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other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated receivables or other financial assets. The repayment of a Purchase Money Note may be subordinated to the repayment of other liabilities of the Receivable Subsidiary on terms determined in good faith by the Company to be substantially consistent with market practice in connection with Qualified Receivables Transactions.
        " Purchase Price " has the meaning set forth in the definition of "Offer to Purchase."
        " Qualified Capital Interests " in any Person means a class of Capital Interests other than Redeemable Capital Interests.
        " Qualified Equity Offering " means (i) an underwritten public equity offering of Qualified Capital Interests pursuant to an effective registration statement under the Securities Act yielding gross proceeds to either of the Company, or any direct or indirect parent company of the Company, of at least $25.0 million or (ii) a private equity offering of Qualified Capital Interests of the Company, or any direct or indirect parent company of the Company, other than (x) any such public or private sale to an entity that is an Affiliate of the Company and (y) any public offerings registered on Form S-8; provided that, in the case of an offering or sale by a direct or indirect parent company of the Company, such parent company contributes to the capital of the Company the portion of the net cash proceeds of such offering or sale necessary to pay the aggregate Redemption Price (plus accrued interest to the redemption date) of the Notes to be redeemed pursuant to the provisions described under the second paragraph of "—Optional Redemption."
        " Qualified Receivables Transaction " means any transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary transfers to (a) a Receivable Subsidiary (in the case of a transfer by the Company or any of its Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivable Subsidiary), or grants a security interest in, any accounts receivable or other financial assets (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable or other financial assets, all contracts and all Guarantees or other obligations in respect of such accounts receivable or other financial assets, proceeds of such accounts receivable or other financial assets and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable or other financial asset financing transaction; provided such transaction is on market terms as determined in good faith by the Company at the time the Company or such Restricted Subsidiary enters into such transaction.
        " Rating Agencies " means Moody's and S&P or if Moody's or S&P or both shall not make a rating on the Notes publicly available other than as a result of actions by the Company, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company which shall be substituted for Moody's or S&P or both, as the case may be.
        " Rating Category " means:
        (1)   with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and
        (2)   with respect to Moody's, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).
        " Rating Decline " means a decrease in the rating of the Notes by either of Moody's or S&P by one or more gradations (including gradations within Rating Categories as well as between Rating Categories) on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly
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announced consideration for possible downgrade by any of the Rating Agencies); provided that a Rating Decline otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Decline for purposes of the definition of Change of Control Triggering Event hereunder) if the Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the Company that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Decline). In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories, namely + or –for S&P, and 1, 2, and 3 for Moody's, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB– to B+ will constitute a decrease of one gradation.
        " Receivable Subsidiary " means a Subsidiary of the Company:
        (1)   that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable or other financial assets of the Company and/or its Restricted Subsidiaries, including providing letters of credit on behalf of or for the benefit of the Company and/or its Restricted Subsidiaries;
        (2)   that is designated by the Board of Directors as a Receivable Subsidiary pursuant to an Officers' Certificate that is delivered to the Trustee;
        (3)   that is either (a) a Restricted Subsidiary or (b) an Unrestricted Subsidiary designated in accordance with the covenant described under "—Certain Covenants—Limitation on Creation of Unrestricted Subsidiaries;"
        (4)   no portion of the Debt or any other obligation (contingent or otherwise) of which (a) is at any time Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of obligations (other than any Guarantee of Debt) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates the Company or any Restricted Subsidiary in any way, other than pursuant to Standard Securitization Undertakings, or (c) subjects any asset of the Company or any other Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Debt, " Non-Recourse Receivable Subsidiary Indebtedness ");
        (5)   with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than (a) contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company in connection with a Qualified Receivables Transaction as determined in good faith by the Board of Directors of the Company, (b) fees payable in the ordinary course of business in connection with servicing accounts receivable or other financial assets in connection with such a Qualified Receivables Transaction as determined in good faith by the Board of Directors of the Company and (c) any Purchase Money Note or equity interest issued by such Receivable Subsidiary to the Company or a Restricted Subsidiary; and
        (6)   with respect to which neither the Company nor any other Restricted Subsidiary has any obligation (a) to subscribe for additional shares of Capital Interests therein or make any additional capital contribution or similar payment or transfer thereto except in connection with a Qualified Receivables Transaction or (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.
        " Redeemable Capital Interests " in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or
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otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Interests. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Interests solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a Change of Control Triggering Event or an Asset Sale will not constitute Redeemable Capital Interests if the terms of such equity security provide that the Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Certain Covenants—Limitation on Restricted Payments." The amount of Redeemable Capital Interests deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Interests or portion thereof, exclusive of accrued dividends.
        " Redemption Price ," when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to the Indenture.
        " Refinancing Debt " means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of the Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors (including, with respect to any Guarantee of Debt, the refinancing of the guaranteed Debt and incurrence of a Guarantee with respect to the new Debt), but only to the extent that
          (i)  the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,
         (ii)  the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,
        (iii)  the Refinancing Debt has an Average Life at the time such Refinancing Debt is Incurred that is equal to or greater than the Average Life of the Debt being refunded, refinanced, renewed, replaced or extended,
        (iv)  such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (c) the amount of reasonable and customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and
         (v)  such Refinancing Debt is Incurred by the same Person (or its successor) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that the Company or any Guarantor may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of the Company.
        " Related Business Assets " means assets (other than cash or Eligible Cash Equivalents) used or useful in a Permitted Business; provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
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        " Restricted Payment " is defined to mean any of the following:
        (a)   any dividend or other distribution declared and paid on the Capital Interests in the Company or on the Capital Interests in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company (other than (i) dividends, distributions or payments made solely in Qualified Capital Interests in the Company and (ii) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company or to the holders of Capital Interests of a Restricted Subsidiary on a pro rata basis);
        (b)   any payment made by the Company or any of its Restricted Subsidiaries to purchase, redeem, acquire or retire any Capital Interests in the Company (including the conversion into, or exchange for, Debt of any Capital Interests) other than any such Capital Interests owned by the Company or any Restricted Subsidiary (other than a payment made solely in Qualified Capital Interests in the Company);
        (c)   any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Interests in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and interest in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, within one year of the due date thereof; and
        (d)   any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.
        " Restricted Subsidiary " means any Subsidiary that has not been designated as an "Unrestricted Subsidiary" in accordance with the Indenture.
        " S&P " means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
        " Sale and Leaseback Transaction " means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased back as a capital lease by the Company or a Restricted Subsidiary.
        " Significant Subsidiary " has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.
        " Standard Securitization Undertakings " means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in an accounts receivable or other financial asset securitization transaction as determined in good faith by the Company, including Guarantees by the Company or any Restricted Subsidiary of any of the foregoing obligations of the Company or a Restricted Subsidiary.
        " Stated Maturity ," when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, means the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.
        " Subordinated Obligations " means any Debt of the Company or any Guarantor that is subordinate or junior in right of payment to the Notes or the Note Guarantees pursuant to a written agreement to that effect.
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        " Subsidiary " of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.
        " Subsidiary Guarantor " means each Subsidiary of the Company that is a Guarantor.
        " Swap Contract " means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross- currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, but excluding fixed price commodity purchase contracts entered into with commodity suppliers in the ordinary course of business and not for speculative purposes, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a " Master Agreement "), including any such obligations or liabilities under any Master Agreement.
        " Synthetic Lease Obligations " means any monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any bankruptcy or insolvency laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
        " Treasury Rate " means, with respect to a redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to March 1, 2020; provided, however, that if the period from the redemption date to such date is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United Stated Treasury securities for which such yields are given, except that if the period from the redemption date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
        " Voting Interests " means, with respect to any Person, securities of any class or classes of Capital Interests in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.
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 BOOK-ENTRY, DELIVERY AND FORM
        Except as set forth below, new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof without interest coupons (the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee, as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.
 The Global Notes
        We expect that, pursuant to procedures established by DTC, (i) upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the principal amount at maturity of the individual beneficial interests represented by such Global Notes to the respective accounts of persons who have accounts with such depositary ("participants") and (ii) ownership of beneficial interests in the Global Notes will be shown on, and the transfer of such ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Initially, ownership of beneficial interests in the Global Notes will be limited to participants or persons who hold interests through participants. Holders may hold their interests in the Global Notes directly through DTC if they are participants in such system, or indirectly through organizations that are participants in such system.
        So long as DTC or its nominee is the registered owner or holder of the new notes, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the new notes represented by such Global Notes for all purposes under the indenture. No beneficial owner of an interest in the Global Notes will be able to transfer that interest except in accordance with DTC's procedures, in addition to those provided for under the indenture with respect to the new notes.
        Payments of the principal of, and premium (if any) and interest on, the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, the trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest.
        We expect that DTC or its nominee, upon receipt of any payment of principal of, and premium (if any) and interest on the Global Notes, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Notes as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the Global Notes held through such participants will be governed by standing instructions and customary practice, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants.
        Transfers between participants in DTC will be effected in the ordinary way through DTC's same-day funds system in accordance with DTC rules and will be settled in same-day funds. If a holder requires physical delivery of a Certificated Security, such holder must transfer its interest in a Global Note, in accordance with the normal procedures of DTC and with the procedures set forth in the indenture governing the new notes.
        DTC has advised us that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more participants to whose account the DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of new notes as to which such participant or participants has or have given such direction. However, if there is an
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event of default under the indenture, DTC reserves the right to exchange the Global Notes for Certificated Securities (as defined below), which it will distribute to its participants.
        DTC has advised us as follows: DTC is a limited-purpose trust company organized under New York banking law, a "banking organization" within the meaning of the New York banking law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for issues of U.S. and non-U.S. equity, corporate and municipal debt issues that participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between participants' accounts. This eliminates the need for physical movement of securities certificates. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to indirect participants such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
        Although DTC has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Notes among participants of DTC, it is under no obligation to perform such procedures, and such procedures may be discontinued at any time. None of us, the trustee or any paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
 Certificated Securities
        A Global Note is exchangeable for certificated notes in fully registered form without interest coupons ("Certificated Securities") only in the following limited circumstances:
•
DTC notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary within 30 days of such notice; 

•
we determine in our sole discretion at any time not to have all of the new notes represented by Global Notes; or 

•
there shall have occurred and be continuing an event of default with respect to the new notes under the indenture.
        The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the new notes will be limited to such extent.
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 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
         This summary of U.S. federal income tax considerations was written to support the offer to holders of the original notes to exchange for new notes. This summary is not intended or written to be legal or tax advice to any person, and is not intended or written to be used, and cannot be used, by any person for the purpose of avoiding any tax-related penalties that may be imposed on such person. No representation with respect to the consequences to any particular purchaser of the new notes is made. Prospective purchasers should consult their own tax advisors with respect to their particular circumstances.
        The following is a summary of certain material U.S. federal income tax consequences of the exchange offer to holders of the original notes. The discussion does not consider the aspects of the ownership and disposition of the original notes or the new notes. A discussion of the U.S. federal income tax consequences of holding and disposing of the notes is contained in the prospectus with respect to the original notes.
        This summary is based upon provisions of the Internal Revenue Code of 1986, or the Code, applicable regulations, published positions of the Internal Revenue Service, or the IRS, administrative rulings and judicial decisions in effect as of the date of this prospectus, any of which may subsequently be changed, possibly retroactively, or interpreted differently by the IRS so as to result in U.S. federal income tax consequences different from those discussed below. The authorities on which this discussion is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the purchase, ownership and disposition of the notes may differ from the treatment described below.
        The following summary deals only with notes held as capital assets by purchasers at the issue price who are U.S. holders and not with special classes of holders, such as:
•
Dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, and insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities; 

•
"Passive foreign investment companies," "controlled foreign corporations," and corporations that accumulate earnings to avoid U.S. federal income tax; 

•
Persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction, a straddle, or other risk reduction strategy; 

•
Persons whose functional currency is not the U.S. dollar; 

•
Certain former citizens or residents of the United States; or 

•
Tax exempt organizations.
        Persons considering exchanging original notes for new notes should consult their own tax advisors concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. We cannot provide any assurance that the Internal Revenue Service will not challenge the conclusions stated below. We have not sought and will not seek a ruling from the IRS on any of the matters discussed below.
        The exchange of original notes for the new notes under the terms of the exchange offer should not constitute a taxable exchange. As a result:
•
A holder should not recognize taxable gain or loss as a result of exchanging original notes for the new notes under the terms of the exchange offer; 

•
The holder's holding period of the new notes should include the holding period of the original notes exchanged for the new notes; and 

•
A holder's adjusted tax basis in the new notes should be the same as the adjusted tax basis, immediately before the exchange, of the original notes exchanged for the new notes.
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 PLAN OF DISTRIBUTION
        Each broker-dealer that receives new notes in the exchange offer for its own account must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of such notes. We reserve the right in our sole discretion to purchase or make offers for, or to offer new notes for, any original notes that remain outstanding subsequent to the expiration of the exchange offer pursuant to this prospectus or otherwise and, to the extent permitted by applicable law, purchase original notes in the open market, in privately negotiated transactions or otherwise. This prospectus, as it may be amended or supplemented from time to time, may be used by all persons subject to the prospectus delivery requirements of the Securities Act, including broker-dealers in connection with resales of new notes received in exchange for original notes in the exchange offer, where such original notes were acquired as a result of market making activities or other trading activities and may be used by us to purchase any original notes outstanding after expiration of the exchange offer. We have agreed that, for a period of 180 days from the date on which the exchange offer is completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                  , 2015, all dealers effecting transactions in the new notes may be required to deliver a prospectus.
        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers in the exchange offer for their own account may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it in the exchange offer for its own account and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of such new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The accompanying letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
        For a period of 180 days from the date on which the exchange offer is completed, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the accompanying letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the reasonable fees and expenses of counsel to the initial purchaser of the original notes, other than commissions or concessions of any brokers or dealers and will indemnify holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.
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 LEGAL MATTERS
        The validity of the new notes and guarantees will be passed upon by Foley & Lardner LLP.

 EXPERTS
        The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from Oshkosh Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and the effectiveness of Oshkosh Corporation's internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

 WHERE YOU CAN FIND MORE INFORMATION
        We file annual, quarterly and current reports, proxy statements and other information with the SEC (File No. 001-31371). We also filed a registration statement on Form S-4, including exhibits, under the Securities Act of 1933 with respect to the new notes offered by this prospectus. This prospectus is part of the registration statement, but does not contain all of the information included in the registration statement or the exhibits to the registration statement. You may read and copy the registration statement and any other document that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov.
        We are "incorporating by reference" specified documents that we file with the SEC, which means:
•
incorporated documents are considered part of this prospectus; 

•
we are disclosing important information to you by referring you to those documents; and 

•
information we file with the SEC will automatically update and supersede information contained in this prospectus.
        We incorporate by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and before the end of the offering of the securities pursuant to this prospectus:
•
our Annual Report on Form 10-K for the fiscal year ended September 30, 2014; 

•
our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2014 and March 31, 2015; 

•
our Current Reports on Form 8-K filed with the SEC on February 6, 2015, February 17, 2015, February 18, 2015 and March 2, 2015; and 

•
our Definitive Proxy Statement on Schedule 14A filed with the SEC on December 12, 2014.
        Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus.
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        You may request a copy of any of these filings, at no cost, by request directed to us at the following address or telephone number:
Oshkosh Corporation
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903-2566
(920) 235-9151
Attention: Secretary
        You can also find these filings on our website at www.oshkoshcorporation.com. However, we are not incorporating the information on our website, other than these filings, into this prospectus.
        You should not assume that the information in this prospectus and/or other offering material, as well as the information we file or previously filed with the SEC that we incorporate by reference in this prospectus and/or other offering material, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since that date.
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Oshkosh Corporation
OFFER TO EXCHANGE ALL OUTSTANDING
$250,000,000 5.375% Senior Notes due 2025
FOR NEW, REGISTERED
$250,000,000 5.375% Senior Notes due 2025

PROSPECTUS

                , 2015

    

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 PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20.    Indemnification of Directors And Officers.
        Article VII of Oshkosh Corporation's (the "Company") By-Laws requires that it must, to the fullest extent permitted or required by the Wisconsin Business Corporation Law ("WBCL"), including any amendments to the WBCL (but only to the extent an amendment permits or requires us to provide broader indemnification rights than prior to the amendment), indemnify the Company's directors and officers against any and all liabilities, and pay or reimburse any and all properly documented reasonable expenses, incurred in any proceedings to which any director or officer is a party because he or she is or was a director or officer. The Company must also indemnify an employee who is not a director or officer, to the extent that the employee has been successful on the merits or otherwise in defense of a proceeding, for all expenses incurred in the proceeding if the employee was a party because he or she is or was an employee. The Company may, but is not required to, supplement the rights to indemnification against liabilities and allowance of expenses under this paragraph by the purchase of insurance on behalf of any one or more of the directors, officers or employees, whether or not it would be required or permitted to indemnify or allow expenses to a director, officer or employee. The indemnification provided by the WBCL and the Company's By-Laws is not exclusive of any other rights to which a director or officer may be entitled.
        The laws of the states of incorporation or organization and/or the provisions of the organizational documents of the subsidiary guarantors listed in the "Table of Additional Registrants" included in this Registration Statement provide indemnification provisions similar to those described above.
        The Company maintains a liability insurance policy for its and its subsidairies' directors and officers as permitted by Wisconsin law that may extend to, among other things, liability arising under the Securities Act of 1933.
Item 21.    Exhibits and Financial Statement Schedules.
        (a)   The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index, which is incorporated herein by reference.
        (b)   All of the financial statement schedules for which provision is made in the applicable accounting regulations of the Commission are not required under the applicable instructions or are not applicable and therefore have been omitted.
Item 22.    Undertakings.
        (a)   Each of the undersigned registrants hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
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set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)
That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)
Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

(iii)
The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

(iv)
Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.
        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
        (c)   Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
        (d)   Each of the undersigned registrants hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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 SIGNATURES
        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oshkosh, State of Wisconsin, on May 15, 2015.

					
 	 	OSHKOSH CORPORATION	

 	
By:	
 	
/s/ DAVID M. SAGEHORN

David M. Sagehorn
 Executive Vice President and Chief Financial Officer	
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on May 15, 2015.

					
Signature 	 	Title 	

 	

 	
/s/ CHARLES L. SZEWS

Charles L. Szews	 	Chief Executive Officer and Director (Principal Executive Officer)	

/s/ DAVID M. SAGEHORN

David M. Sagehorn	
 	
Executive Vice President and Chief Financial Officer (Principal Financial Officer)	

/s/ THOMAS J. POLNASZEK

Thomas J. Polnaszek	
 	
Senior Vice President, Finance and Controller (Principal Accounting Officer)	

*

Richard M. Donnelly	
 	
Chairman of the Board	

*

Peter B. Hamilton	
 	
Director	

*

Kathleen J. Hempel	
 	
Director	

*

Leslie F. Kenne	
 	
Director	
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Signature 	 	Title 	

 	

 	
*

Stephen D. Newlin	 	Director	

*

Craig P. Omtvedt	
 	
Director	

*

Duncan J. Palmer	
 	
Director	

*

John S. Shiely	
 	
Director	

*

Richard G. Sim	
 	
Director	

*

William S. Wallace	
 	
Director	

*By:	
 	
/s/ DAVID M. SAGEHORN

David M. Sagehorn
 Attorney-in-fact	

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 SIGNATURES
        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oshkosh, State of Wisconsin, on May 15, 2015.

					
 	 	JLG INDUSTRIES, INC.
McNEILUS FINANCIAL, INC.
OSHKOSH AIRPORT PRODUCTS, LLC
OSHKOSH COMMERCIAL PRODUCTS, LLC
PIERCE MANUFACTURING INC.	

 	
By:	
 	
/s/ DAVID M. SAGEHORN

David M. Sagehorn
 Executive Vice President and Chief Financial Officer	
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on May 15, 2015.

			
Signature 	 	Title 	

 	
 	
/s/ CHARLES L. SZEWS

Charles L. Szews	 	Chief Executive Officer (Principal Executive Officer)	

/s/ DAVID M. SAGEHORN

David M. Sagehorn	
 	
Director, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	

/s/ THOMAS J. POLNASZEK

Thomas J. Polnaszek	
 	
Senior Vice President, Finance and Controller (Principal Accounting Officer)	

/s/ WILSON R. JONES

Wilson R. Jones	
 	
Director	
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 SIGNATURES
        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Oshkosh, State of Wisconsin, on May 15, 2015.

					
 	 	OSHKOSH DEFENSE, LLC	

 	
By:	
 	
/s/ DAVID M. SAGEHORN

David M. Sagehorn
 Executive Vice President and Chief Financial Officer	
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on May 15, 2015.

			
Signature 	 	Title 	

 	
 	
/s/ CHARLES L. SZEWS

Charles L. Szews	 	Chief Executive Officer (Principal Executive Officer)	

/s/ DAVID M. SAGEHORN

David M. Sagehorn	
 	
Manager, Executive Vice President and Chief Financial Officer (Principal Financial Officer)	

/s/ THOMAS J. POLNASZEK

Thomas J. Polnaszek	
 	
Senior Vice President, Finance and Controller (Principal Accounting Officer)	

/s/ WILSON R. JONES

Wilson R. Jones	
 	
Manager	
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 EXHIBIT INDEX

				
EXHIBIT
NUMBER	 	DESCRIPTION	
 	3.1	 	Articles of Incorporation of Oshkosh Corporation (incorporated by reference to Exhibit 3.1 to Company's Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)).	

3.2	
 	
By-Laws of Oshkosh Corporation (incorporated by reference to Exhibit 3.2 to Company's Current Report on Form 8-K dated June 30, 2014 (File No. 1-31371)).	

3.3	
 	
Articles of Incorporation of JLG Industries, Inc. (incorporated by reference to Exhibit 3.19 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

3.4	
 	
Amended and Restated By-Laws of JLG Industries, Inc. (incorporated by reference to Exhibit 3.20 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

3.5	
 	
Articles of Incorporation of McNeilus Financial, Inc. (incorporated by reference to Exhibit 3.27 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

3.6	
 	
By-Laws of McNeilus Financial, Inc. (incorporated by reference to Exhibit 3.28 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

3.7	
 	
Articles of Organization of Oshkosh Airport Products, LLC.	

3.8	
 	
Operating Agreement of Oshkosh Airport Products, LLC.	

3.9	
 	
Articles of Organization of Oshkosh Commercial Products, LLC.	

3.10	
 	
Operating Agreement of Oshkosh Commercial Products, LLC.	

3.11	
 	
Articles of Organization of Oshkosh Defense, LLC.	

3.12	
 	
Operating Agreement of Oshkosh Defense, LLC.	

3.13	
 	
Restated Articles of Incorporation of Pierce Manufacturing Inc. (incorporated by reference to Exhibit 3.35 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

3.14	
 	
By-Laws of Pierce Manufacturing Inc. (incorporated by reference to Exhibit 3.36 to Oshkosh Corporation's Registration Statement on Form S-4 (Registration No. 333-165792)).	

4.1	
 	
Indenture, dated March 2, 2015, by and among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated March 2, 2015 (File No. 001-31371)).	

4.2	
 	
Form of New 5.375% Senior Notes due 2025.	

4.3	
 	
Registration Rights Agreement, dated March 2, 2015, by and among the Company, the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, dated March 2, 2015 (File No. 001-31371)).	

4.4	
 	
Amended and Restated Credit Agreement, dated March 21, 2014, among Oshkosh Corporation, various subsidiaries of Oshkosh Corporation party thereto as borrowers and various lenders and agents party thereto (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated March 21, 2014 (File No. 1-31371)).	

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EXHIBIT
NUMBER	 	DESCRIPTION	
 	4.5	 	Indenture, dated February 21, 2014, by and among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, dated February 21, 2014 (File No. 1-31371)).	

4.6	
 	
First Supplemental Indenture, dated as of June 30, 2014, among Oshkosh Corporation, Oshkosh Corporation, Oshkosh Defense, LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, dated June 30, 2014 (File No. 1-31371)).	

5.1	
 	
Opinion of Foley & Lardner LLP.	

12.1	
 	
Statement of Computation of Ratio of Earnings to Fixed Charges.	

23.1	
 	
Consent of Deloitte & Touche LLP.	

23.2	
 	
Consent of Foley & Lardner LLP (contained in Exhibit 5.1).	

24.1	
 	
Powers of Attorney.	

25.1	
 	
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association.	

99.1	
 	
Form of Letter of Transmittal.	

99.2	
 	
Form of Notice of Guaranteed Delivery.	

99.3	
 	
Form of Letter to Registered Holder and/or DTC Participant from Beneficial Owners.	

Exhibit 3.7
 
ARTICLES OF ORGANIZATION
OF
OSHKOSH AIRPORT PRODUCTS, LLC
 
Pursuant to Section 183.0202 of the Wisconsin Statutes, the undersigned hereby adopts the following Articles of Organization for the purpose of forming the limited liability company herein described (the “ Company ”):
 
ARTICLE I
 
The Company is organized under Chapter 183 of the Wisconsin Statutes.
 
ARTICLE II
 
The name of the Company is Oshkosh Airport Products, LLC.
 
ARTICLE III
 
The address of the Company’s initial registered office in the State of Wisconsin is 8020 Excelsior Drive Suite 200, Madison, WI 53717.  The name of the Company’s initial registered agent at such address is CT Corporation System.
 
ARTICLE IV
 
Management of the Company shall be vested in the sole member of the Company.
 
ARTICLE V
 
The name and address of each person organizing the Company is as follows:  Spencer T. Moats c/o Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Exhibit 3.8
 
OSHKOSH AIRPORT PRODUCTS, LLC
 
OPERATING AGREEMENT
 
THIS OPERATING AGREEMENT (this “ Agreement ”) is made and effective as of September 8, 2014, by Oshkosh Corporation, a Wisconsin corporation (the “ Member ”), and Oshkosh Airport Products, LLC, a Wisconsin limited liability company (the “ Company ”).
 
WHEREAS, the Member desires to adopt this Agreement for the purposes of providing the capitalization, operations, rights, obligations and restrictions of the Company with the force of an operating agreement as provided for in the Wisconsin Limited Liability Company Act (the “ Act ”); and
 
WHEREAS, the Company and the Member intend for the Company to be treated as a disregarded entity for federal income tax purposes pursuant to Treas. Reg. § 301.7701-2.
 
NOW THEREFORE, in consideration of the foregoing, the Company shall be managed and operated pursuant to this Agreement as follows:
 
ARTICLE I
 
GENERAL PROVISIONS
 
1.1.                             Formation; Name .  The Company was formed as a limited liability company pursuant to the Act on September 5, 2014 upon the filing of the Company’s Articles of Organization (the “ Articles ”) with the Wisconsin Department of Financial Institutions, which filing constituted notice that the Company is a limited liability company.  The Company’s name is “Oshkosh Airport Products, LLC.”
 
1.2.                             Purpose .  The purpose of the Company shall be any purpose allowed under the Act.
 
1.3.                             Registered and Principal Offices .  The registered office of the Company shall be 8020 Excelsior Drive Suite 200, Madison, WI 53717.  The registered agent of the Company shall be CT Corporation.  The principal office of the Company shall be located at 2307 Oregon Street, Oshkosh, Wisconsin 54903.  The Member may establish additional offices or may relocate the principal or registered offices.
 
1.4.                             Term .  The Company’s term officially began on September 5, 2014, formalized by the filing of the Articles with the Wisconsin Department of Financial Institutions, and shall continue until terminated by operation of law or by some provision of this Agreement.
 
1.5.                             Fiscal Year .  The fiscal year of the Company for accounting purposes shall begin on October 1 of each calendar year and end on September 30 of each calendar year during the Company’s term.
 
1.6.                             No Tax or State Law Partnership .  The Member intends that the Company not be operated or treated as a “partnership” (including, without limitation, a limited partnership or joint venture) for any purpose, including, but not limited to, federal and state income tax purposes and

 
Section 303 of the Federal Bankruptcy Code, and this Agreement shall not be construed to suggest otherwise.
 
ARTICLE II
 
MEMBERS
 
2.1.                             Members .  The name and business address of, and the number of Units (as defined below) owned by, each member of the Company is set forth on Exhibit A hereto.  Exhibit A shall be amended from time to time following the date hereof to reflect any change in the members or number of Units owned by the members.
 
2.2.                             Admission of Additional Members .  Additional members may be admitted to the Company by written consent action of the Member.
 
ARTICLE III
 
UNITS; CAPITAL CONTRIBUTIONS
 
3.1.                             Units .  Membership interests in the equity of the Company shall be represented by units (each, a “ Unit ”).  Each Unit shall have identical preferences, limitations, voting and other relative rights.  The Units shall be uncertificated.
 
3.2.                             Additional Capital Contributions .  The Member may make additional capital contributions to the Company.  Except to the extent of the Member’s initial capital contribution, the Member shall not be required to make any additional capital contributions.  Capital contributions of additional members shall be made for such consideration established by the Member.
 
ARTICLE IV
 
DISTRIBUTIONS
 
4.1.                             Distributions; Limitations .  At the times and in the form determined by the Member, the Company shall make distributions to the Member with respect to the Units owned by the Member.  Distributions may be made only to the extent permitted by the Act and consistent with the Company’s obligations to its creditors as determined by the Member.
 
ARTICLE V
 
MANAGEMENT OF COMPANY; LIMITATION OF LIABILITY
 
5.1.                             Management .  The business and affairs of the Company shall be managed by the Member.  Except as provided by the Act, the Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including, but not limited to, directing the activities of any Officers (as defined below) or employees of the Company and appointing and removing persons from positions as Officers of the Company.  Unless authorized to do so by this Agreement, or by the Member, no attorney-in-fact, employee, or other agent of the

 
Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose.
 
5.2.                             No Exclusive Duty to Company .  The Member shall not be required to manage the Company as the Member’s sole and exclusive function, and the Member may have other business interests and may engage in other activities in addition to those relating to the Company.  The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived therefrom.  The Member shall incur no liability to the Company as a result of engaging in any other business or venture.
 
5.3.                             Delegation of Authority .  The Member may, from time to time, delegate to one or more individuals (each such individual, an “ Officer ”) such authority and duties as the Member may deem advisable to carry out the day-to-day business of the Company and may enter into contracts with such Officers for such purpose.  In addition, the Member may, from time to time, assign titles (including, without limitation, president, vice president, secretary and treasurer) to any such Officers selected by the Member.  Unless the Member specifies otherwise, if the title is one commonly used for officers of a business corporation, then the assignment of such title shall constitute the delegation of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made pursuant to this Section 5.3 .  Any number of titles may be held by the same individual.  A delegation of authority pursuant to this Section 5.3 , or the assignment of a title pursuant to this Section 5.3 , shall not, of itself, create any contract rights.  Any delegation pursuant to this Section 5.3 may be revoked at any time by the Member.  The initial Officers of the Company shall be:  Wilson R. Jones, President and Chief Operating Officer; Bryan J. Blankfield, Executive Vice President and Secretary; and David M. Sagehorn, Executive Vice President and Chief Financial Officer.
 
5.4.                             Limitations on Management Authority .  Notwithstanding any other provision of this Agreement, no Officer, attorney-in-fact, employee or agent of the Company shall have authority to take any of the following actions for or on behalf of the Company without obtaining the prior written consent or approval of the Member:
 
(a)                                  (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any Company action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificate holder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; or
 
(b)                                  merge or consolidate with any other corporation, company or entity, or sell, lease or otherwise transfer all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity.

 
5.5.                             Execution of Documents .  The Member or the authorized Officers of the Company may execute documents or instruments on behalf of the Company, including, but not limited to, agreements, contracts, checks, drafts, mortgages, leases, deeds and bills of sale.  This Section 5.5 relates only to the execution of documents or instruments on behalf of the Company.  Any approval required for such documents or instruments, or the transactions contemplated therein, shall be governed by other sections of this Agreement.
 
5.6.                             Indemnity of the Member, Officers and Employees .  The Company shall, to the maximum extent permitted or required by the Act, indemnify, defend and hold harmless the Member and any officer the Company (each, an “ Actor ”) for, from and against any liability, damage, cost, expense (including, without limitation, attorneys’ fees), loss, judgment or amount paid in settlement incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member, officer or employee of the Company in connection with the business of the Company.  Unless the Member determines in good faith that an Actor is unlikely to be entitled to indemnification under this Section 5.6 , the Company shall pay or reimburse attorneys’ fees of the Actor as incurred, provided that the Actor executes an undertaking, with appropriate security if requested by the Member, to repay the amount so paid or reimbursed in the event that there is a final determination by a court of competent jurisdiction that the Actor is not entitled to indemnification under this Section 5.6 .  An Actor’s right to indemnification and payment or reimbursement of expenses pursuant to this Section 5.6 shall be in addition to and shall not limit or otherwise affect such Actor’s rights to indemnification, payment or reimbursement of expenses, or otherwise pursuant to Article VII (or any successor provision thereto) of the By-Laws of the Member, as the same may be amended from time to time.
 
The Company shall indemnify an employee of the Company who is not a officer of the Company or authorized agent of the Company to the extent he or she has been successful on the merits or otherwise in defense of a claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member, officer or employee of the Company, for all reasonable fees, costs, charges, disbursements, attorneys’ fees and any other expenses incurred in defending such claim. The Member may, in its sole and absolute discretion as it deems appropriate, indemnify (to the extent not otherwise provided for in the preceding sentence) against losses, judgments or amounts paid in settlement incurred by, and/or provide for the payment or reimbursement of expenses of, an employee or authorized agent of the Company acting within the scope of his or her duties as such and who is not otherwise an officer.
 
ARTICLE VI
 
MISCELLANEOUS
 
6.1.                             Amendments to Agreement .  The Member reserves the right to amend, alter, change or repeal any provision contained in this Agreement in any manner now or hereafter provided herein or by the Act; and all rights, preferences and privileges conferred by the Articles upon the Member or any other person are granted subject to such right.
 
6.2.                             Company Seal .  The Company shall have a corporate seal that shall contain the name of the Company and the word “Wisconsin”.  The Secretary or any assistant secretary of the Company shall be custodian of the seal and see that the seal is affixed to all documents the execution of which on behalf of the Company under its seal is duly authorized.

 
6.3.                             Binding Provisions .  This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties to this Agreement.
 
6.4.                             Applicable Law .  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Wisconsin without regard to its choice of law provisions.
 
6.5.                             Separability of Provisions .  Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions are determined to be invalid and contrary to any existing or future law, the invalidity shall not impair the operation of those provisions of this Agreement that are valid.
 
6.6.                             Headings .  Article and section headings used in this Agreement are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
 
6.7.                             Third-Party Beneficiaries . This Agreement shall inure solely to the benefit of the parties to this Agreement.  No provision of this Agreement is specifically enforceable, and no provision of this Agreement shall be construed to create any third-party beneficiaries, including, without limitation, creditors of the Company and transferees of interests in the Company.  Notwithstanding the foregoing, Officers of the Company shall be considered third-party beneficiaries to this Agreement to the extent of the indemnification rights provided to Officers of the Company under Section 5.6 .

Exhibit 3.9
 
ARTICLES OF ORGANIZATION
OF
OSHKOSH COMMERCIAL PRODUCTS, LLC
 
Pursuant to Section 183.0202 of the Wisconsin Statutes, the undersigned hereby adopts the following Articles of Organization for the purpose of forming the limited liability company herein described (the “ Company ”):
 
ARTICLE I
 
The Company is organized under Chapter 183 of the Wisconsin Statutes.
 
ARTICLE II
 
The name of the Company is Oshkosh Commercial Products, LLC.
 
ARTICLE III
 
The address of the Company’s initial registered office in the State of Wisconsin is 8020 Excelsior Drive Suite 200, Madison, WI 53717.  The name of the Company’s initial registered agent at such address is CT Corporation System.
 
ARTICLE IV
 
Management of the Company shall be vested in the sole member of the Company.
 
ARTICLE V
 
The name and address of each person organizing the Company is as follows:  Spencer T. Moats c/o Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

Exhibit 3.10
 
OSHKOSH COMMERCIAL PRODUCTS, LLC
 
OPERATING AGREEMENT
 
THIS OPERATING AGREEMENT (this “ Agreement ”) is made and effective as of September 8, 2014, by Oshkosh Corporation, a Wisconsin corporation (the “ Member ”), and Oshkosh Commercial Products, LLC, a Wisconsin limited liability company (the “ Company ”).
 
WHEREAS, the Member desires to adopt this Agreement for the purposes of providing the capitalization, operations, rights, obligations and restrictions of the Company with the force of an operating agreement as provided for in the Wisconsin Limited Liability Company Act (the “ Act ”); and
 
WHEREAS, the Company and the Member intend for the Company to be treated as a disregarded entity for federal income tax purposes pursuant to Treas. Reg. § 301.7701-2.
 
NOW THEREFORE, in consideration of the foregoing, the Company shall be managed and operated pursuant to this Agreement as follows:
 
ARTICLE I
 
GENERAL PROVISIONS
 
1.1.                             Formation; Name .  The Company was formed as a limited liability company pursuant to the Act on September 5, 2014 upon the filing of the Company’s Articles of Organization (the “ Articles ”) with the Wisconsin Department of Financial Institutions, which filing constituted notice that the Company is a limited liability company.  The Company’s name is “Oshkosh Commercial Products, LLC.”
 
1.2.                             Purpose .  The purpose of the Company shall be any purpose allowed under the Act.
 
1.3.                             Registered and Principal Offices .  The registered office of the Company shall be 8020 Excelsior Drive Suite 200, Madison, WI 53717.  The registered agent of the Company shall be CT Corporation.  The principal office of the Company shall be located at 2307 Oregon Street, Oshkosh, Wisconsin 54903.  The Member may establish additional offices or may relocate the principal or registered offices.
 
1.4.                             Term .  The Company’s term officially began on September 5, 2014, formalized by the filing of the Articles with the Wisconsin Department of Financial Institutions, and shall continue until terminated by operation of law or by some provision of this Agreement.
 
1.5.                             Fiscal Year .  The fiscal year of the Company for accounting purposes shall begin on October 1 of each calendar year and end on September 30 of each calendar year during the Company’s term.
 
1.6.                             No Tax or State Law Partnership .  The Member intends that the Company not be operated or treated as a “partnership” (including, without limitation, a limited partnership or joint venture) for any purpose, including, but not limited to, federal and state income tax purposes and

 
Section 303 of the Federal Bankruptcy Code, and this Agreement shall not be construed to suggest otherwise.
 
ARTICLE II
 
MEMBERS
 
2.1.                             Members .  The name and business address of, and the number of Units (as defined below) owned by, each member of the Company is set forth on Exhibit A hereto.  Exhibit A shall be amended from time to time following the date hereof to reflect any change in the members or number of Units owned by the members.
 
2.2.                             Admission of Additional Members .  Additional members may be admitted to the Company by written consent action of the Member.
 
ARTICLE III
 
UNITS; CAPITAL CONTRIBUTIONS
 
3.1.                             Units .  Membership interests in the equity of the Company shall be represented by units (each, a “ Unit ”).  Each Unit shall have identical preferences, limitations, voting and other relative rights.  The Units shall be uncertificated.
 
3.2.                             Additional Capital Contributions .  The Member may make additional capital contributions to the Company.  Except to the extent of the Member’s initial capital contribution, the Member shall not be required to make any additional capital contributions.  Capital contributions of additional members shall be made for such consideration established by the Member.
 
ARTICLE IV
 
DISTRIBUTIONS
 
4.1.                             Distributions; Limitations .  At the times and in the form determined by the Member, the Company shall make distributions to the Member with respect to the Units owned by the Member.  Distributions may be made only to the extent permitted by the Act and consistent with the Company’s obligations to its creditors as determined by the Member.
 
ARTICLE V
 
MANAGEMENT OF COMPANY; LIMITATION OF LIABILITY
 
5.1.                             Management .  The business and affairs of the Company shall be managed by the Member.  Except as provided by the Act, the Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including, but not limited to, directing the activities of any Officers (as defined below) or employees of the Company and appointing and removing persons from positions as Officers of the Company.  Unless authorized to do so by this Agreement, or by the Member, no attorney-in-fact, employee, or other agent of the

 
Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose.
 
5.2.                             No Exclusive Duty to Company .  The Member shall not be required to manage the Company as the Member’s sole and exclusive function, and the Member may have other business interests and may engage in other activities in addition to those relating to the Company.  The Company shall not have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Member or to the income or proceeds derived therefrom.  The Member shall incur no liability to the Company as a result of engaging in any other business or venture.
 
5.3.                             Delegation of Authority .  The Member may, from time to time, delegate to one or more individuals (each such individual, an “ Officer ”) such authority and duties as the Member may deem advisable to carry out the day-to-day business of the Company and may enter into contracts with such Officers for such purpose.  In addition, the Member may, from time to time, assign titles (including, without limitation, president, vice president, secretary and treasurer) to any such Officers selected by the Member.  Unless the Member specifies otherwise, if the title is one commonly used for officers of a business corporation, then the assignment of such title shall constitute the delegation of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made pursuant to this Section 5.3 .  Any number of titles may be held by the same individual.  A delegation of authority pursuant to this Section 5.3 , or the assignment of a title pursuant to this Section 5.3 , shall not, of itself, create any contract rights.  Any delegation pursuant to this Section 5.3 may be revoked at any time by the Member.  The initial Officers of the Company shall be:  Wilson R. Jones, President and Chief Operating Officer; Bryan J. Blankfield, Executive Vice President and Secretary; and David M. Sagehorn, Executive Vice President and Chief Financial Officer.
 
5.4.                             Limitations on Management Authority .  Notwithstanding any other provision of this Agreement, no Officer, attorney-in-fact, employee or agent of the Company shall have authority to take any of the following actions for or on behalf of the Company without obtaining the prior written consent or approval of the Member:
 
(a)                                  (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any Company action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificate holder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; or
 
(b)                                  merge or consolidate with any other corporation, company or entity, or sell, lease or otherwise transfer all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity.

 
5.5.                             Execution of Documents .  The Member or the authorized Officers of the Company may execute documents or instruments on behalf of the Company, including, but not limited to, agreements, contracts, checks, drafts, mortgages, leases, deeds and bills of sale.  This Section 5.5 relates only to the execution of documents or instruments on behalf of the Company.  Any approval required for such documents or instruments, or the transactions contemplated therein, shall be governed by other sections of this Agreement.
 
5.6.                             Indemnity of the Member, Officers and Employees .  The Company shall, to the maximum extent permitted or required by the Act, indemnify, defend and hold harmless the Member and any officer the Company (each, an “ Actor ”) for, from and against any liability, damage, cost, expense (including, without limitation, attorneys’ fees), loss, judgment or amount paid in settlement incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member, officer or employee of the Company in connection with the business of the Company.  Unless the Member determines in good faith that an Actor is unlikely to be entitled to indemnification under this Section 5.6 , the Company shall pay or reimburse attorneys’ fees of the Actor as incurred, provided that the Actor executes an undertaking, with appropriate security if requested by the Member, to repay the amount so paid or reimbursed in the event that there is a final determination by a court of competent jurisdiction that the Actor is not entitled to indemnification under this Section 5.6 .  An Actor’s right to indemnification and payment or reimbursement of expenses pursuant to this Section 5.6 shall be in addition to and shall not limit or otherwise affect such Actor’s rights to indemnification, payment or reimbursement of expenses, or otherwise pursuant to Article VII (or any successor provision thereto) of the By-Laws of the Member, as the same may be amended from time to time.
 
The Company shall indemnify an employee of the Company who is not a officer of the Company or authorized agent of the Company to the extent he or she has been successful on the merits or otherwise in defense of a claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member, officer or employee of the Company, for all reasonable fees, costs, charges, disbursements, attorneys’ fees and any other expenses incurred in defending such claim. The Member may, in its sole and absolute discretion as it deems appropriate, indemnify (to the extent not otherwise provided for in the preceding sentence) against losses, judgments or amounts paid in settlement incurred by, and/or provide for the payment or reimbursement of expenses of, an employee or authorized agent of the Company acting within the scope of his or her duties as such and who is not otherwise an officer.
 
ARTICLE VI
 
MISCELLANEOUS
 
6.1.                             Amendments to Agreement .  The Member reserves the right to amend, alter, change or repeal any provision contained in this Agreement in any manner now or hereafter provided herein or by the Act; and all rights, preferences and privileges conferred by the Articles upon the Member or any other person are granted subject to such right.
 
6.2.                             Company Seal .  The Company shall have a corporate seal that shall contain the name of the Company and the word “Wisconsin”.  The Secretary or any assistant secretary of the Company shall be custodian of the seal and see that the seal is affixed to all documents the execution of which on behalf of the Company under its seal is duly authorized.

 
6.3.                             Binding Provisions .  This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties to this Agreement.
 
6.4.                             Applicable Law .  This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Wisconsin without regard to its choice of law provisions.
 
6.5.                             Separability of Provisions .  Each provision of this Agreement shall be considered separable, and if for any reason any provision or provisions are determined to be invalid and contrary to any existing or future law, the invalidity shall not impair the operation of those provisions of this Agreement that are valid.
 
6.6.                             Headings .  Article and section headings used in this Agreement are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
 
6.7.                             Third-Party Beneficiaries . This Agreement shall inure solely to the benefit of the parties to this Agreement.  No provision of this Agreement is specifically enforceable, and no provision of this Agreement shall be construed to create any third-party beneficiaries, including, without limitation, creditors of the Company and transferees of interests in the Company.  Notwithstanding the foregoing, Officers of the Company shall be considered third-party beneficiaries to this Agreement to the extent of the indemnification rights provided to Officers of the Company under Section 5.6 .

Exhibit 3.11
 
ARTICLES OF ORGANIZATION
OF
OSHKOSH DEFENSE, LLC
 
Pursuant to Section 183.0202 of the Wisconsin Statutes, the undersigned hereby adopts the following Articles of Organization for the purpose of forming the limited liability company herein described (the “Company”):
 
ARTICLE I
 
The Company is organized under Chapter 183 of the Wisconsin Statutes.
 
ARTICLE II
 
The name of the Company is “Oshkosh Defense, LLC”.
 
ARTICLE III
 
The street address of the registered office of the Company is 2307 Oregon Street, Oshkosh, Wisconsin 54902.  The name of the Company’s registered agent at such address is Oshkosh Corporation.
 
ARTICLE IV
 
The Company shall be managed by a board of managers.
 
ARTICLE V
 
The name and address of the person organizing the Company is Spencer T. Moats, Foley & Lardner LLP, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
 
ARTICLE VI
 
These Articles of Organization shall be effective as of 11:57 p.m., Central Daylight Savings Time, on June 30, 2014.

Exhibit 3.12
 
OSHKOSH DEFENSE, LLC
 
OPERATING AGREEMENT
 
THIS OPERATING AGREEMENT (this “Agreement”) is entered into and effective as of 11:57 p.m., Central Daylight Savings Time, on June 30, 2014, by and among Oshkosh Defense, LLC, a Wisconsin limited liability company (the “Company”), and Oshkosh Corporation, a Wisconsin corporation incorporated in June 2014 and the sole member of the Company (the “Member”).
 
WHEREAS, the Company was formed as a result of filing its Articles of Organization (the “Articles”) with the Wisconsin Department of Financial Institutions pursuant to Chapter 183 of the Wisconsin Statutes (as may be amended from time to time, the “Act”);
 
WHEREAS, the Member desires to adopt this Agreement as the operating agreement of the Company under the Act to set forth the rights and responsibilities of the Member with respect to the Company and its business and affairs;
 
WHEREAS, effective as of 11:59 p.m., Central Daylight Savings Time, on June 30, 2014 (the “Effective Time”), Oshkosh Corporation, a Wisconsin corporation incorporated in January 1930 and the ultimate parent entity of the Company (“Oshkosh”), will implement a holding company structure by merging with and into the Company pursuant to Section 180.11045 of the Wisconsin Statutes (the “Merger”);
 
WHEREAS, at the Effective Time, (a) the separate identity and corporate existence of Oshkosh will cease, (b) the Company will remain a direct, wholly-owned subsidiary of the Member, and (c) the Member will be the ultimate parent entity of the combined business and subsidiaries of Oshkosh as the same existed immediately prior to the Effective Time;
 
WHEREAS, Section 180.11045(2)(f) requires as a condition to the Merger that, immediately following the Effective Time, this Agreement contain certain provisions set forth in such Section, and the Member desires to include such provisions in Section 3.8 and Section 3.13; and
 
WHEREAS, the Member intends the Company to be treated as a disregarded entity for United States Federal and Wisconsin State income tax purposes.
 
NOW, THEREFORE, in consideration of the foregoing and the agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
ARTICLE I
ORGANIZATION AND PURPOSE
 
1.1.                             Formation .  The Company was organized as a Wisconsin limited liability company by the filing of the Articles pursuant to the Act.
 
1.2.                             Name .  The name of the Company is “Oshkosh Defense, LLC”.  The name of the Company may be changed from time to time at the discretion of the Board of Managers (as defined below), and the Board of Managers is hereby authorized and empowered to execute and

 
deliver, or direct to be executed and delivered, in the name and on behalf of the Company, any and all documents necessary or appropriate to effect any such name change, including, subject to the Act, articles of amendment to the Articles.
 
1.3.                             Principal Place of Business .  The principal office and place of business of the Company shall be located at 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903.  The Company may locate its principal office and place of business at any other place or places as the Board of Managers may from time to time deem advisable.
 
1.4.                             Registered Agent and Registered Office .  The address of the Company’s registered office in the State of Wisconsin is 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903.  The name of the Company’s registered agent at such address is Oshkosh Corporation.  The Company’s registered agent and registered office may be changed from time to time at the discretion of the Board of Managers by filing the name of the new registered agent and/or the address of the new registered office with the appropriate authority as required by the Act.
 
1.5.                             Term .  The Company shall continue until the winding up of its business is completed following a Dissolution Event (as defined below).
 
1.6.                             Purpose .  The purpose of the Company shall be to engage in any lawful activity within the purposes for which a limited liability company may be organized under the Act.  The Company may exercise all powers reasonably connected with such activities and businesses that may be legally exercised by limited liability companies under the Act, and the Company may engage in all activities necessary, customary, convenient or incident to any of the foregoing.
 
1.7.                             Foreign Qualification .  Except as otherwise determined by the Board of Managers, the officers, employees, representatives and agents of the Company shall take all necessary actions to qualify the Company as a foreign limited liability company authorized to transact business in each jurisdiction in which Oshkosh was so qualified immediately prior to the Effective Time.  Thereafter, before or as soon as reasonably practical after the Company transacts business in any jurisdiction other than the State of Wisconsin in a manner that would require the Company to qualify or register to do business in the jurisdiction, the Board of Managers shall direct the officers, employees, representatives and agents of the Company to take all necessary actions to qualify the Company as a foreign limited liability company authorized to transact business in the jurisdiction.
 
ARTICLE II
RIGHTS AND RESPONSIBILITIES OF THE MEMBER
 
2.1.                             General .  The rights and responsibilities of the Member shall be as provided in the Articles, this Agreement and the Act.
 
2.2.                             Member; Capital Contribution; Number of Units .  The name and business address of the Member, the capital contribution made by the Member, and the number of membership interests in the Company issued to the Member in exchange for such capital contribution are set forth on Exhibit A hereto.  The Board of Managers may at any time, without the consent of the Member, authorize the issuance of additional membership interests in the Company or allow the Company to accept any additional contribution from a member.

 
2.3.                             Additional Capital Contributions .  The Member shall not be required to make any capital contributions to the Company in addition to the capital contribution set forth on Exhibit A .
 
2.4.                             Interest on Capital Contributions .  Except as otherwise expressly provided in this Agreement, the Member shall not be paid interest on the Member’s capital contributions to the Company.
 
2.5.                             Units; Preferred Units .  Membership interests in the Company shall be denominated in units.  The Company may issue up to three hundred million (300,000,000) common limited liability company membership interests (“Units”) and up to two million (2,000,000) preferred limited liability company membership interests (“Preferred Units”).  All membership interests in the Company shall be uncertificated.
 
Subject to the rights of holders of Preferred Units, the Units collectively shall be entitled to exercise all voting rights of members of the Company and all rights to distributions from the Company.  Each Unit shall have identical preferences, limitations, voting and other relative rights.
 
Preferred Units may be issued in series, and authority is vested in the Board of Managers, from time to time, to establish and designate series and to fix the variations in the powers, preferences, rights, qualifications, limitations or restrictions of any series of the Preferred Units, but only with respect to:
 
(a)                                  the rate or rates distributions to holders of Preferred Units and the preferences, if any, over any other class or series (or of any other class or series over such class or series) with respect to distributions, the terms and conditions upon which and the periods in respect of which distributions shall be payable, whether and upon what conditions such distributions shall be cumulative and, if cumulative, the date or dates from which distributions shall accumulate;
 
(b)                                  the price and terms and conditions on which Preferred Units may be redeemed;
 
(c)                                   the amount payable upon Preferred Units in the event of voluntary or involuntary liquidation;
 
(d)                                  sinking fund provisions for the redemption or purchase of Preferred Units;
 
(e)                                   the terms and conditions on which Preferred Units may be converted into membership interests in the Company of any other class or series of the same or any other class of membership interests in the Company, if such interests of any series are issued with the privilege of conversion; and
 
(f)                                    voting rights, if any.
 
Except as to the matters expressly set forth above, all series of the Preferred Units shall have the same preferences, limitations and relative rights and shall rank equally, share ratably

 
and be identical in all respects as to all matters. All shares of any one series of the Preferred Units shall be alike in every particular.
 
2.6.                             Limitation of Liability .  Except as otherwise provided by mandatory provisions of the Act, the Member shall not be liable for the debts, liabilities, contracts or any other obligations of the Company solely by reason of being a member of the Company.  Except as otherwise provided by any other agreement to which the Member is a party, or by mandatory provisions of the Act, the Member shall be liable only to make its capital contribution set forth in Section 2.2 and shall not be required to lend any funds to the Company or to make any additional capital contributions.
 
2.7.                             No Exclusive Duty to Company .  The Member may have other business interests and may engage in other activities in addition to those relating to the Company.  The Company shall not have any right, by virtue of this Agreement, to share or participate in such other activities of the Member or to the income or proceeds derived therefrom.
 
ARTICLE III
MANAGEMENT
 
3.1.                             Generally .  The business and affairs of the Company shall be directed, managed and controlled by managers (each, a “Manager”) acting collectively as a board of managers (the “Board of Managers”).  Except as otherwise provided in this Agreement or by mandatory provisions of the Act, the Board of Managers shall have the authority, power and discretion to establish policies and procedures for the Company, to manage, direct, control and dispose of the business, affairs, properties and assets of the Company, to make all decisions regarding the same and to perform any and all other acts or activities customary or incident to the Company’s business without obtaining the consent of the Member, including, but not limited to, directing the activities of any officers or employees of the Company and appointing and removing persons from positions as officers of the Company.  The Board of Managers shall also have the power to adjust and set compensation for all officers and employees of the Company.  Unless authorized to do so by this Agreement or by the Board of Managers, no Manager, officer, employee, attorney-in-fact or other agent of the Company (other than the Member) shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose.  Notwithstanding the foregoing, the Member, acting independently of the Board of Managers, shall have the power and authority to bind the Company, to pledge its credit and to render it liable for any appropriate purpose; provided, however, that, except as otherwise expressly set forth in this Agreement or by mandatory provisions of the Act, the consent of the Member shall not be required for any such purpose.  Further, any Manager named in Section 3.3 may sign this Agreement on behalf of the Company without further authorization.
 
3.2.                             Election of Managers; Eligibility .  Subject to the rights of any holders of Preferred Units, the Managers shall be elected by a majority vote of the Units, with each outstanding Unit representing one vote.  Only a natural person (and not an entity) may serve as a Manager.
 
3.3.                             Number, Tenure and Qualifications of the Board of Managers .  The initial number of Managers shall be two.  Hereafter, the number of Managers shall be fixed from time to time exclusively by the Board of Managers pursuant to a resolution adopted by the affirmative vote of a majority of the total number of Managers that the Company would have if there were no

 
vacancies.  Managers may, but need not be, a member of the Company.  The initial Managers shall be David M. Sagehorn and Charles L. Szews.
 
3.4.                             Meetings .  The Board of Managers shall meet from time to time as required to carry on the business and affairs of the Company.  Any Manager may call a meeting of the Board of Managers.  The Manager calling the meeting may designate any place, either within or outside the State of Wisconsin, as the place of meeting for any meeting of the Board of Managers.  Meetings of the Board of Managers may be held in person or by use of any means of communication by which all Managers participating in the meeting may simultaneously hear each other.
 
3.5.                             Notice of Meetings; Waiver of Notice .  Written notice stating the place, day and hour of the meeting of the Board of Managers and the purpose or purposes for which the meeting is called shall be delivered no fewer than two nor more than 30 days before the date of the meeting to each Manager.  Whenever any notice is required to be given to any Manager under this Agreement or the Act, a written waiver of the notice signed at any time, whether before or after the time of the meeting, by the Manager entitled to such notice shall be deemed equivalent to the giving of such notice.  Presence by a Manager at any meeting of the Board of Managers, either in person or by any other means of communication permitted under Section 3.4, shall be deemed a waiver by such Manager of notice of the meeting.
 
3.6.                             Quorum .  A majority of the number of Managers specified in or pursuant to Section 3.3 shall constitute a quorum for the transaction of business at any meeting of the Board of Managers.
 
3.7.                             Manner of Acting .  Except as otherwise required by mandatory provisions of the Act or by this Agreement, the Board of Managers shall act by the affirmative vote of a majority of the Managers present or participating at a meeting of the Board of Managers at which a quorum is present.  For this purpose, each Manager shall have one vote.
 
3.8.                             Necessary Additional Approvals .
 
Pursuant to Section 180.11045(2)(f) of the Wisconsin Statutes:
 
(a)                                  any act, other than the election or removal of Managers, for which approval by the members of the Company would be required under the Act, the Articles or this Agreement may be accomplished only with the additional approval of the shareholders of the Member or any successor to the Member as the holding company for the Company, by the same vote as would be required for approval by the members of the Company under the Act, the Articles or this Agreement;
 
(b)                                  any act, other than the election or removal of Managers, for which approval of the shareholders of the Company would be required under Chapter 180 of the Wisconsin Statutes if the Company were a corporation may be accomplished only with the additional approval of the shareholders of the Member or any successor to the Member as the holding company for the Company, by the same vote as would be required for approval of the shareholders of the Company under Chapter 180 of the Wisconsin Statutes if the Company were a corporation; and

 
(c)                                   any amendment of the Articles or this Agreement that would be required under Chapter 180 of the Wisconsin Statutes to be included in the articles of incorporation of the Company if the Company were a corporation, other than an amendment specified in Section 180.1002 of the Wisconsin Statues, may be accomplished only with the additional approval of the shareholders of the Member or any successor to the Member as the holding company for the Company, by the same vote as would be required for approval of the shareholders of the Company under Chapter 180 of the Wisconsin Statutes if the Company were a corporation.
 
3.9.                             Action Without a Meeting .  Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all of the Managers and delivered to the Company for inclusion in the records of the Company.
 
3.10.                      Resignation .  A Manager may resign at any time by delivering written notice to the Company.
 
3.11.                      Removal .  Subject to the rights of any holders of Preferred Units, a Manager may be removed at any time, with or without cause, by majority vote of the Units.
 
3.12.                      Vacancies .  Any vacancy occurring in the Board of Managers, including a vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the Managers then in office, though less than a quorum of the Board of Managers; provided that in case of a vacancy created by the removal of a Manager by a vote of the holders of membership interests in the Company, the holders of membership interests in the Company shall have the right to fill such vacancy; and provided further, that a vacancy filled by the Board of Managers shall be filled by the vote of the remaining Manager(s) elected by the voting group of holders of membership interests in the Company that would be entitled to fill that vacancy.
 
3.13.                      Duty of Members, Managers .  Pursuant to Section 180.11045(2)(f) of the Wisconsin Statutes, the Managers shall be deemed to have the same fiduciary duties toward the Company and its members as the directors of a corporation have toward the corporation and its shareholders, and the Managers shall be liable for breach of such duties to the same extent as directors of a corporation.  However, no Manager shall be liable for breach of such duties unless it is determined by or on behalf of the Company that the liability resulted from the Manager’s breach or failure to perform a duty as provided in Section 183.0402(1) of the Wisconsin Statutes.  In addition, Section 183.0402(2) of the Wisconsin Statutes shall not apply to the Member or the Managers.
 
3.14.                      No Exclusive Duty to Company .  Subject to the provisions of Section 3.13, the Managers shall not be required to manage the Company as their sole and exclusive function, and they may have other business interests and may engage in other activities in addition to those relating to the Company, including on behalf of the Member.  The Company shall not have any right, by virtue of this Agreement, to share or participate in such other activities of a Manager or to the income or proceeds derived therefrom.
 
3.15.                      Delegation of Authority .  The Board of Managers may, from time to time, delegate to one or more individuals (who may, but need not be, a member of the Company) such authority and duties as the Board of Managers may deem advisable to carry out the day-to-day

 
business of the Company and may enter into contracts with such individuals for such purpose.  In addition, the Board of Managers may, from time to time, assign titles (including chief executive officer, president, vice president, secretary and treasurer) to any such individuals selected by the Board of Managers.  Unless the Board of Managers specifies otherwise, if the title is one commonly used for officers of a business corporation, then the assignment of such title shall constitute the delegation of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made pursuant to this Section 3.15.  Any number of titles may be held by the same individual.  Any delegation pursuant to this Section 3.15 may be revoked at any time by the Board of Managers.  A delegation of authority pursuant to this Section 3.15, or the assignment of a title pursuant to this Section 3.15, shall not, of itself, create any contract or employment rights.
 
3.16.                      Execution of Documents .  The Member and any authorized Manager, officer or employee of the Company may execute documents or instruments on behalf of the Company, including, but not limited to, agreements, contracts, checks, drafts, mortgages, leases, deeds and bills of sale.  This Section 3.16 relates only to the execution of documents or instruments on behalf of the Company.  Any approval required for such documents or instruments, or the transactions contemplated therein, shall be governed by other Sections of this Agreement.
 
3.17.                      Reliance .  Any person dealing with the Company may rely on the authority of the Member and any Manager or officer in taking any action that is in the name of the Company without inquiry into the provisions of this Agreement or compliance therewith.
 
3.18.                      Indemnification . The Company shall, to the maximum extent permitted or required by the Act, indemnify, defend and hold harmless the Member and any Manager or officer the Company (each, an “Actor”) for, from and against any liability, damage, cost, expense (including, without limitation, attorneys’ fees), loss, judgment or amount paid in settlement incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member or any Manager, officer or employee of the Company in connection with the business of the Company.  Unless the Board of Managers determines in good faith that an Actor is unlikely to be entitled to indemnification under this Section 3.18, the Company shall pay or reimburse attorneys’ fees of the Actor as incurred, provided that the Actor executes an undertaking, with appropriate security if requested by the Board of Managers, to repay the amount so paid or reimbursed in the event that there is a final determination by a court of competent jurisdiction that the Actor is not entitled to indemnification under this Section 3.18.  An Actor’s right to indemnification and payment or reimbursement of expenses pursuant to this Section 3.18 shall be in addition to and shall not limit or otherwise affect such Actor’s rights to indemnification, payment or reimbursement of expenses, or otherwise pursuant to Article VII (or any successor provision thereto) of the By-Laws of the Member, as the same may be amended from time to time.
 
The Company shall indemnify an employee of the Company who is not a Manager or officer of the Company or authorized agent of the Company to the extent he or she has been successful on the merits or otherwise in defense of a claim based upon acts performed or omitted to be performed by or on behalf of the Company, the Member or any Manager, officer or employee of the Company, for all reasonable fees, costs, charges, disbursements, attorneys’ fees and any other expenses incurred in defending such claim. The Board of Managers may, in its sole and absolute discretion as it deems appropriate, indemnify (to the extent not otherwise provided for in the preceding sentence) against losses, judgments or amounts paid in settlement incurred by,

 
and/or provide for the payment or reimbursement of expenses of, an employee or authorized agent of the Company acting within the scope of his or her duties as such and who is not otherwise a Manager or officer.
 
3.19.                      Mergers .  The Board of Managers is authorized to approve the Merger and related transactions as relates to the Company, without approval by the Member.  Also, the Board of Managers is authorized to approve any other merger without approval by the Member if the Board of Managers concludes that approval of the shareholders of the Company would not be required for such merger under Chapter 180 of the Wisconsin Statutes if the Company were a corporation.
 
ARTICLE IV
DISSOLUTION AND TERMINATION
 
4.1.                             Dissolution .  The Company shall be dissolved upon the occurrence of any of the following events (each, a “Dissolution Event”):
 
(a)                                  a written agreement to dissolve is signed by the Member or any Manager at the direction of the Board of Managers; or
 
(b)                                  the entry of a decree of judicial dissolution of the Company pursuant to Section 183.0902 of the Act.
 
Notwithstanding any non-mandatory provision of the Act, the Company shall not dissolve prior to the occurrence of a Dissolution Event.
 
4.2.                             Effect of Dissolution .  Upon a Dissolution Event, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business (including the sale or distribution of Company assets in an orderly manner), and such assets shall be applied in the manner and in the order of priority set forth in Section 183.0905 of the Act.  As soon as reasonably practicable following the occurrence of a Dissolution Event, an authorized representative of the Company shall execute articles of dissolution in such form, and shall file such articles in such manner, as is prescribed by the Act.
 
ARTICLE V
MISCELLANEOUS PROVISIONS
 
5.1.                             Entire Agreement .  This Agreement, including Exhibit A hereto, constitutes the entire agreement regarding the terms and operations of the Company, except as amended pursuant to the requirements of this Agreement, and supersedes all prior and contemporaneous agreements, statements, understandings and representations of the parties.
 
5.2.                             Amendments .  Subject to Section 3.8(c), this Agreement may be amended by a written instrument executed by the Member or by a Manager at the direction of the Board of Managers, except that Exhibit A hereto may be amended from time to time by the Member, any Manager at the direction of the Board of Managers or any authorized officer of the Company to reflect the issuance or redemption of any membership interests in the Company including without limitation the terms of any Preferred Units.  Without limitation, where the Act allows an operating

 
agreement to include a provision that alters a result that would otherwise follow under the Act, this Agreement may be amended pursuant to this Section 5.2 to include such provision.
 
5.3.                             Choice of Law and Severability .  This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Wisconsin, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.  If any provision of this Agreement shall be contrary to the laws of Wisconsin or any other applicable law, at the present time or in the future, such provision shall be deemed null and void, but this shall not affect the legality of the remaining provisions of this Agreement.  This Agreement shall be deemed to be modified and amended so as to be in compliance with applicable law, including Section 180.11045 of the Wisconsin Statutes, and this Agreement shall then be construed in such a way as will best serve the intention of the parties at the time of the execution of this Agreement.
 
5.4.                             Captions, Gender, References, and Number .  The captions in this Agreement are inserted only as a matter of convenience and in no way affect the terms or intent of any provision of this Agreement.  The words such as “herein”, “hereinafter”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires.  The singular shall include the plural and the masculine gender shall include the feminine and neuter, and vice versa, unless the context otherwise requires.  The word “or” is not exclusive.  All references to “Section” or “Article” shall be construed to mean the corresponding Section or Article in this Agreement, unless clearly indicated to the contrary.  Any reference to a person or entity includes, as the context may require, a reference to any predecessor or successor.  The terms “including” and “include” shall mean “including without limitation” and “include without limitation”, respectively.
 
5.5.                             Third-Party Beneficiaries .  Nothing in this Agreement shall be construed to give any person or entity other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to provisions of this Agreement, except for (a) claims made regarding the authority to act on behalf of the Company pursuant to the provisions of Section 3.17, and (b) the indemnification rights granted pursuant to Section 3.18.  In particular, but without limitation, the provisions of this Agreement are not for the benefit of, and may not be enforced by, any creditors of the Company, other than the Member (if applicable).
 
5.6.                             Counterparts .  This Agreement may be executed by signature pages exchanged via facsimile or other electronic transmission and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit 4.2
 
5.375% SENIOR NOTES DUE 2025
 
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.6(e)(v) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(b) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
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OSHKOSH CORPORATION
5.375% SENIOR NOTES DUE 2025

No. R-1	CUSIP:	688239 AE2	
 	ISIN:	US688239AE25	
 
Oshkosh Corporation promises to pay to Cede & Co., or registered assigns, the principal sum of                                ($                              ) on March 1, 2025.
 
Interest Payment Dates:  March 1 and September 1, beginning September 1, 2015
 
Record Dates:  February 15 and August 15
 
Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.
 
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
 
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IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.

 	Oshkosh Corporation	

 	By:	 	
 	 	Name:	Bryan J. Blankfield	
 	 	Title:	Executive Vice President and Secretary	

 	Oshkosh Corporation	

 	By:	 	
 	 	Name:	R. Scott Grennier	
 	 	Title:	Senior Vice President and Treasurer	
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes of the series designated herein issued under the within-mentioned Indenture.
 
Dated:                            , 2015

 	WELLS FARGO BANK, NATIONAL ASSOCIATION,	
 	     as Trustee	

 	By:	 	
 	 	Name:	
 	 	Title:	

 
5.375% SENIOR NOTES DUE 2025
 
OSHKOSH CORPORATION
 
Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
 
(1)                                  Interest .
 
(a)                                  Oshkosh Corporation, a Wisconsin corporation (“ Oshkosh, ” the “ Issuer ” or the “ Company ”), promises to pay interest on the principal amount of this Note (the “ Notes ”) at a fixed rate.  Oshkosh will pay interest in United States dollars (except as otherwise provided herein) semiannually in arrears on March 1 and September 1 of each year, commencing on September 1, 2015 or, if any such day is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”).  Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including March 2, 2015; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after March 2, 2015), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of the Notes, in which case interest shall accrue from the date of authentication.  Oshkosh shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.  Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.
 
(2)                                  Method of Payment .  Oshkosh will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the Notes at the close of business on the February 15 and August 15 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest.
 
The Notes shall be payable as to principal, premium and interest at the office or agency of Oshkosh maintained for such purpose within or without the City and State of New York, or, at the option of Oshkosh, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to Oshkosh and the Paying Agent.  Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
 
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Any payments of principal of and interest on this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.
 
(3)                                  Paying Agent and Registrar .  Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar.  Oshkosh may change any Paying Agent or Registrar without notice to any Holder.  Oshkosh or any of its Restricted Subsidiaries may act in any such capacity.
 
(4)                                  Indenture .  Oshkosh issued the Notes under an Indenture, dated as of March 2, 2015 (the “ Indenture ”), among Oshkosh, the Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “ TIA ”).  To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern.  The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms.  The Notes issued on the Issue Date are senior unsecured Obligations of Oshkosh limited to $250,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof.  The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.
 
The payment of principal and interest on the Notes is unconditionally guaranteed on a senior unsecured basis by the Guarantors.
 
(5)                                  Optional Redemption .
 
(i)                                      The Notes are subject to redemption, at the option of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2020 at the Redemption Prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below:

Year	 	Redemption Price	 	
2020	 	102.688	%	
2021	 	101.792	%	
2022	 	100.896	%	
2023 and thereafter	 	100.000	%	
 
(ii)                                   Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at
 
5 

 
a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date); provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
 
(iii)                                At any time or from time to time prior to March 1, 2020, the Notes may also be redeemed in whole or in part, at the Company’s option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).
 
(6)                                  Mandatory Redemption .  Oshkosh shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
 
(7)                                  Repurchase at Option of Holder .
 
(a)                                  Upon the occurrence of a Change of Control Triggering Event, Oshkosh will make an Offer to Purchase for all of the outstanding Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon to but not including the date of purchase.  Within 60 days following any Change of Control Triggering Event, Oshkosh will mail or deliver a notice to each Holder describing the transaction or transactions that constitute the Change of Control Triggering Event setting forth the procedures governing the Change of Control Offer required by the Indenture.
 
(b)                                  Upon the occurrence of certain Asset Sales, Oshkosh may be required to offer to purchase the Notes.
 
(c)                                   Holders of the Notes that are the subject of an Offer to Purchase will receive notice of an Offer to Purchase pursuant to an Asset Sale or a Change of Control Triggering Event from Oshkosh prior to any related Purchase Date and may elect to have such Notes purchased by completing the form titled “Option of Holder to Elect Purchase” appearing below.
 
(8)                                  Notice of Redemption .  Notice of redemption shall be delivered at least 30 days but not more than 60 days before the redemption date, except in the case of a notice of redemption delivered pursuant to Article VIII of the Indenture, which may be more than 60 days before the redemption date, to each Holder whose Notes are to be redeemed at its registered address.  Notes in denominations larger than $2,000 may be redeemed in part but only in a minimum amount of $2,000 principal amount (and integral multiples of $1,000 in excess
 
6 

 
thereof), unless all of the Notes held by a Holder are to be redeemed.  On and after the redemption date, interest ceases to accrue on the Notes or portions hereof called for redemption.
 
(9)                                  Denominations, Transfer, Exchange .  The Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.  The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Oshkosh may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  Oshkosh need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.  Also, it need not exchange or register the transfer of any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
 
(10)                           Persons Deemed Owners .  The registered holder of a Note may be treated as its owner for all purposes.
 
(11)                           Amendment, Supplement and Waiver .  Subject to the following paragraphs, the Indenture and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including consents obtained in connection with a tender offer or exchange offer for the Notes.
 
Oshkosh, the Guarantors and the Trustee, at any time and from time to time, may, without the consent of any Holders, enter into one or more indentures supplemental to the Indenture and the Note Guarantees, if any, for any of the following purposes:
 
(1)                                  to evidence the succession of another Person to Oshkosh and the assumption by any such successor of the covenants of Oshkosh in the Indenture, the Guarantees and the Notes;
 
(2)                                  to add to the covenants of Oshkosh for the benefit of the Holders, or to surrender any right or power herein conferred upon Oshkosh;
 
(3)                                  to add additional Events of Default;
 
(4)                                  to provide for uncertificated Notes in addition to or in place of the certificated Notes;
 
(5)                                  to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;
 
(6)                                  to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;
 
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(7)                                  to add a Guarantor or to release a Guarantor in accordance with the Indenture;
 
(8)                                  to cure any ambiguity, defect, omission, mistake or inconsistency;
 
(9)                                  to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of Oshkosh;
 
(10)                           to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the “Description of Notes”; or
 
(11)                           to effect or maintain the qualification of the Indenture under the TIA.
 
Oshkosh, the Guarantors and the Trustee may, with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or the Notes or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided , however , that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:
 
(1)                                  change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,
 
(2)                                  reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,
 
(3)                                  modify the obligations of Oshkosh to make Offers to Purchase upon a Change of Control Triggering Event  or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control Triggering Event or such Asset Sale,
 
(4)                                  modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes,
 
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(5)                                  modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or
 
(6)                                  release any Guarantees required to be maintained under the Indenture (other than in accordance with the terms of the Indenture).
 
The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past Default under the Indenture and its consequences, except a Default:
 
(1)                                  in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or
 
(2)                                  in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.
 
(12)                           Defaults and Remedies .
 
Each of the following constitutes an “ Event of Default ”:
 
(1)                                  default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);
 
(2)                                  default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;
 
(3)                                  failure to perform or comply with Section 4.3 of the Indenture and continuance of such failure to perform or comply for a period of 120 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;
 
(4)                                  except as permitted by or in accordance with the terms of this Indenture, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;
 
(5)                                  default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2) (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the
 
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Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;
 
(6)                                  a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or (except in the case of any Debt owing to the Company by any Restricted Subsidiary or any Debt by any Restricted Subsidiary owing to the Company) shall constitute a failure to pay an amount of such Debt equal to at least the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries when due and payable after the expiration of any applicable grace period with respect thereto;
 
(7)                                  the entry against the Company or any Restricted Subsidiary of a final judgment or final judgments for the payment of money in an aggregate amount in excess of the greater of $75.0 million and 2.75% of the Consolidated Net Tangible Assets of the Company and its Restricted Subsidiaries (net of amounts covered by insurance for which the issuer thereof has been notified of such claim and has not challenged such coverage), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or
 
(8)                                  (i)                                      the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
 
(a)                                  commences a voluntary case,
 
(b)                                  consents to the entry of an order for relief against it in an involuntary case,
 
(c)                                   consents to the appointment of a custodian of it or for all or substantially all of its property,
 
(d)                                  makes a general assignment for the benefit of its creditors, or
 
(e)                                   generally is not paying its debts as they become due; or
 
(ii)                                   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
 
(a)                                  is for relief against the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case;
 
10 

(b)                                  appoints a custodian of the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries; or
 
(c)                                   orders the liquidation of the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary
 
and the order or decree remains unstayed and in effect for 60 consecutive days.
 
If an Event of Default (other than an Event of Default specified in clause (8) above with respect to Oshkosh) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to Oshkosh (and to the Trustee if given by Holders); provided , however , that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.
 
In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (6) above has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (6) shall be remedied or cured by Oshkosh or a Restricted Subsidiary of Oshkosh or waived by the holders of the relevant Debt within 20 Business Days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.
 
If an Event of Default specified in clause (8) above occurs with respect to Oshkosh, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  For further information as to waiver of defaults, see Article IX of the Indenture.  The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the interest of the Holders to do so.
 
(13)                           Trustee Dealings with Oshkosh .  The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for Oshkosh, the Guarantors or their respective Affiliates, and may otherwise deal with Oshkosh, the Guarantors or their respective Affiliates, as if it were not the Trustee.
 
(14)                           No Recourse Against Others .  No director, member, owner, manager, officer, organizer, employee, equity owner, general or limited partner or incorporator or other Person
 
11 

 
acting in any capacity similar to any of the foregoing, past, present or future, of Oshkosh, the Guarantors or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Issuer under the Notes, any Guarantee or the Indenture by reason of such status.
 
No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of Oshkosh or the Guarantors on the Notes or under the Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.
 
Each Holder of Notes by accepting a Note waives and releases all such liability described in the two preceding paragraphs.  The waiver and release are part of the consideration for the issuance of the Notes.
 
(15)                           Authentication .  This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
 
(16)                           Abbreviations .  Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
(17)                           CUSIP, ISIN Numbers .  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders.  No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
 
(18)                           THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE NOTE GUARANTEES, IF ANY.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
 
Oshkosh shall furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to:
 
12 

 
Oshkosh Corporation
2307 Oregon Street
Oshkosh, Wisconsin  54902
Facsimile:  (920) 966-5955
Attention:  Executive Vice President, General Counsel and Secretary
 
13 

 
ASSIGNMENT FORM
 
To assign this Note, fill in the form below:  (I) or (we) assign and transfer this Note to

 	 	
(Insert assignee’s soc. sec. or tax I.D. no.)	 	

 	 	
(Print or type assignee’s name, address and zip code)	 	
 
and irrevocably appoint                                                      to transfer this Note on the books of Oshkosh.  The agent may substitute another to act for him.

Date:	 	 	 	
 	 	 	
 	 	Your Signature:	 	 	
 	 	(Sign exactly as your name appears on the face of this Note)	

Signature guarantee:	 	 	 	

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)
 
14 

 
OPTION OF HOLDER TO ELECT PURCHASE
 
If you want to elect to have this Note purchased by Oshkosh Corporation pursuant to Section 4.10 (Limitation on Asset Sale) or 4.14 (Offer to Purchase upon Change of Control Triggering Event) of the Indenture, check the box below:

 	o Section 4.10	o Section 4.14	
 
If you want to elect to have only part of the Note purchased by Oshkosh Corporation pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased:
 
$                      

Date:	 	 	Your Signature:	 	 	
 	 	(Sign exactly as your name appears on the Note)	
 
Tax Identification Number:                        

Signature guarantee:	 	 	 	
 
(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)
 
15 

 
SCHEDULE A
 
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
 
The following exchanges of a part of this Global Note for other 5.375% Senior Notes due 2025 have been made:

Date of Exchange	 	Amount of 
Decrease in
Principal Amount 
of this Global Note	 	Amount of 
Increase in 
Principal Amount 
of this Global Note	 	Principal Amount
of this Global Note
Following Such
Decrease (or
Increase)	 	Signature of
Authorized
Signatory of Trustee
or Note Custodian	

 	 	 	 	 	 	 	 	 	
 
16 

 
NOTATIONAL GUARANTEE
 
Each Guarantor listed below (hereinafter referred to as the “ Guarantor ,” which term includes any successors or assigns under that certain Indenture, dated as of March 2, 2015, by and among Oshkosh Corporation (“ Oshkosh ”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “ Indenture ”) and any additional Guarantors) has guaranteed the 5.375% Senior Notes due 2025 (the “ Notes ”) and the obligations of Oshkosh under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Oshkosh, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee in enforcing any rights under this Note Guarantee or the Indenture.
 
The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee.
 
No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his, her or its status as such stockholder, employee, officer, director or incorporator.
 
This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of Oshkosh’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof.  This is a Note Guarantee of payment and not of collection.
 
This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.  The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law.

 
THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.
 
Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.
 
Dated as of                            , 2015

 	JLG INDUSTRIES, INC.	
 	McNEILUS FINANCIAL, INC.	
 	OSHKOSH AIRPORT PRODUCTS, LLC	
 	OSHKOSH COMMERCIAL PRODUCTS, LLC	
 	OSHKOSH DEFENSE, LLC	
 	PIERCE MANUFACTURING INC.	

 	By:	 	 	
 	 	Name:	R. Scott Grennier	
 	 	Title:	Senior Vice President and Treasurer	

Exhibit 5.1

	 	ATTORNEYS AT LAW
 
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI  53202-5306
414.271.2400 TEL
414.297.4900 FAX
foley.com	
 
May 15, 2015
 
Oshkosh Corporation
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903-2566
 
Ladies and Gentlemen:
 
We have acted as counsel for Oshkosh Corporation, a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) the Company’s 5.375% Senior Notes due 2025 (the “Original Notes”), which were issued in transactions exempt from the registration requirements of the Securities Act, for an equal principal amount of the Company’s new 5.375% Senior Notes due 2025, which are subject to the Registration Statement (the “New Notes”).  The New Notes will be jointly, severally, fully and unconditionally guaranteed (the “New Note Guarantees”) by each of the following direct or indirect wholly-owned subsidiaries of the Company: JLG Industries, Inc., a Pennsylvania corporation; McNeilus Financial, Inc., a Texas corporation; Oshkosh Airport Products, LLC, a Wisconsin limited liability company; Oshkosh Commercial Products, LLC, a Wisconsin limited liability company; Oshkosh Defense, LLC, a Wisconsin limited liability company; and Pierce Manufacturing Inc., a Wisconsin corporation (collectively, the “Guarantors”).  The Original Notes were issued, and the New Notes will be issued, pursuant to an Indenture, dated as of March 2, 2015 (the “Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).
 
In connection with our opinion, we have examined:  (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) the Company’s Articles of Incorporation and By-Laws; (c) the Indenture; (d) the forms of the New Notes and New Note Guarantees; and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.
 
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

BOSTON
BRUSSELS
CHICAGO
DETROIT	 	JACKSONVILLE
LOS ANGELES
MADISON
MIAMI	 	MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO	 	SAN DIEGO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY	 	TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.	

 
Based upon and subject to the foregoing and the matters set forth herein, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:
 
1.                                       The New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
2.                                       The New Note Guarantees, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Guarantors enforceable in accordance with their terms; except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
We express no opinion in this letter with respect to the laws of any jurisdiction other than the States of New York, Pennsylvania, Texas and Wisconsin.
 
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement.  In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 	Very truly yours,	
 	 	
 	/s/ Foley & Lardner LLP	
 
2 

Exhibit 12.1
 
Oshkosh Corporation
Ratio of Earnings to Fixed Charges
(Dollars in millions)

 	 	 	 	Six Months Ended	 	
 	 	Fiscal Year Ended September 30,	 	March 31,	 	
 	 	2010	 	2011	 	2012	 	2013	 	2014	 	2014	 	2015	 	
Earnings	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations before income taxes and equity in earnings of unconsolidated affiliates	 	$	1,243.3	 	$	442.1	 	$	309.2	 	$	445.0	 	$	431.9	 	$	172.5	 	$	133.6	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed charges (see below)	 	194.8	 	96.8	 	82.5	 	72.1	 	69.1	 	37.7	 	35.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of capitalized interest	 	—	 	0.1	 	0.1	 	0.1	 	0.1	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Distributed income of equity investees	 	—	 	—	 	6.5	 	1.5	 	1.5	 	—	 	2.8	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest capitalized	 	(1.8	)	—	 	—	 	—	 	—	 	—	 	(0.3	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earnings before fixed charges	 	$	1,436.3	 	$	539.0	 	$	398.3	 	$	518.7	 	$	502.6	 	$	210.2	 	$	171.4	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed charges	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expensed	 	$	158.5	 	$	85.6	 	$	69.0	 	$	61.5	 	$	56.5	 	$	29.9	 	$	26.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest capitalized	 	1.8	 	—	 	—	 	—	 	—	 	—	 	0.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization of premiums, discounts and capitalized expenses related to indebtedness	 	28.6	 	5.1	 	7.0	 	4.9	 	6.2	 	4.6	 	4.9	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Estimate of interest included within rental expense (a)	 	5.9	 	6.1	 	6.5	 	5.7	 	6.4	 	3.2	 	3.2	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest associated with the probable satisfaction of guarantees of the debt of a <50%-owned entity or of an unaffiliated entity (b)	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	$	194.8	 	$	96.8	 	$	82.5	 	$	72.1	 	$	69.1	 	$	37.7	 	$	35.3	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of earnings to fixed charges	 	7.4	 	5.6	 	4.8	 	7.2	 	7.3	 	5.6	 	4.9	 	

Footnotes
(a)   The estimate of interest included within rental expense is calculated using an interest rate of approximately 14% of the total rental expense.
 
(b)   We are party to multiple agreements whereby we guarantee indebtedness of customers the majority of which are under loss pool arrangements. We reserve amounts for estimated losses which is included in operating income. We generally have the ability to take possession of the underlying collateral. The reserves are reduced by the value of the underlying collateral. Interest associated with the satisfaction of these guarantees is not significant.

Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated November 13, 2014, relating to the consolidated financial statements and financial statement schedule of Oshkosh Corporation, and the effectiveness of Oshkosh Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Oshkosh Corporation for the year ended September 30, 2014, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP	 	
 	 	
Milwaukee, Wisconsin	 	
 	 	
May 15, 2015	 	

Exhibit 24.1
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Richard M. Donnelly
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Richard M. Donnelly	
 	Richard M. Donnelly	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Peter B. Hamilton
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Peter B. Hamilton	
 	Peter B. Hamilton	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Kathleen J. Hempel
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Kathleen J. Hempel	
 	Kathleen J. Hempel	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Leslie F. Kenne
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Leslie F. Kenne	
 	Leslie F. Kenne	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Stephen D. Newlin
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Stephen D. Newlin	
 	Stephen D. Newlin	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Craig P. Omtvedt
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Craig P. Omtved	
 	Craig P. Omtvedt	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Duncan J. Palmer
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Duncan J. Palmer	
 	Duncan J. Palmer	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
John S. Shiely
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ John S. Shiely	
 	John S. Shiely	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Richard G. Sim
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ Richard G. Sim	
 	Richard G. Sim	

 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
William S. Wallace
 
hereby constitute and appoint Charles L. Szews, David M. Sagehorn and Bryan J. Blankfield, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of Oshkosh Corporation (the “Company”) to the Registration Statement on Form S-4, and any and all amendments (including post-effective amendments) or supplements thereto, relating to an offer to exchange substantially identical unsecured senior debt securities and related guarantees that are registered under the Securities Act of 1933, as amended, for up to $250,000,000 aggregate principal amount of unsecured senior debt securities issued by the Company, following the private placement of such unsecured senior debt securities, and to file said Registration Statement, and any and all amendments (including post-effective amendments) or supplements thereto, with the Securities and Exchange Commission in connection with the registration of the unsecured senior debt securities and related guarantees under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or any one of them or any substitute, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 12th day of May, 2015.

 	/s/ William S. Wallace	
 	William S. Wallace	

Exhibit 25.1

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM T-1
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	 	94-1347393	
(Jurisdiction of incorporation or	 	(I.R.S. Employer	
organization if not a U.S. national	 	Identification No.)	
bank)	 	 	

101 North Phillips Avenue	 	 	
Sioux Falls, South Dakota	 	57104	
(Address of principal executive offices)	 	(Zip code)	
 
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17 th  Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

 
OSHKOSH CORPORATION
(Exact name of obligor as specified in its charter)
 
SEE TABLE OF ADDITIONAL REGISTRANTS

Wisconsin	 	39-0520270	
(State or other jurisdiction of	 	(I.R.S. Employer	
incorporation or organization)	 	Identification No.)	

2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin	 	54903	
(Address of principal executive offices)	 	(Zip code)	

 
5.375% Senior Notes due 2025
 (Title of the indenture securities)

 

 
TABLE OF ADDITIONAL REGISTRANTS(1)

Exact Name of
Registrant
as Specified in Its
Charter	 	State or Other
Jurisdiction of
Incorporation	 	I.R.S. Employer
Identification
Number	
JLG Industries, Inc.	 	Pennsylvania	 	25-1199382	
McNeilus Financial, Inc.	 	Texas	 	41-1314526	
Oshkosh Airport Products, LLC	 	Wisconsin	 	47-1790743	
Oshkosh Commercial Products, LLC	 	Wisconsin	 	47-1794431	
Oshkosh Defense, LLC	 	Wisconsin	 	47-1133037	
Pierce Manufacturing Inc.	 	Wisconsin	 	39-0139830	

(1)                                  The address and telephone number of the principal executive offices for each additional registrant is 2307 Oregon Street, P.O. Box 2566, Oshkosh, Wisconsin 54903, (920) 235-9151.
 
Item 1.          General Information.   Furnish the following information as to the trustee:
 
(a)                                  Name and address of each examining or supervising authority to which it is subject.
 
Comptroller of the Currency
Treasury Department
Washington, D.C.
 
Federal Deposit Insurance Corporation
Washington, D.C.
 
Federal Reserve Bank of San Francisco
San Francisco, California 94120
 
(b)                                  Whether it is authorized to exercise corporate trust powers.
 
The trustee is authorized to exercise corporate trust powers.
 
Item 2.          Affiliations with Obligor.   If the obligor is an affiliate of the trustee, describe each such affiliation.
 
None with respect to the trustee.
 
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
 
Item 15.  Foreign Trustee.       Not applicable.
 
Item 16.   List of Exhibits.       List below all exhibits filed as a part of this Statement of Eligibility.
 
Exhibit 1.                                             A copy of the Articles of Association of the trustee now in effect.*
 
Exhibit 2.                                             A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.**

 
Exhibit 3.                                             A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.**
 
Exhibit 4.                                             Copy of By-laws of the trustee as now in effect.**
 
Exhibit 5.                                             Not applicable.
 
Exhibit 6.                                             The consent of the trustee required by Section 321(b) of the Act.
 
Exhibit 7.                                             A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
Exhibit 8.                                             Not applicable.
 
Exhibit 9.                                             Not applicable.

*                  Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784.
 
**  Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

 
SIGNATURE
 
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 30th day of April, 2015.

 	WELLS FARGO BANK, NATIONAL ASSOCIATION	

 	/s/Raymond Delli Colli	
 	Raymond Delli Colli	
 	Vice President	

 
EXHIBIT 6
 
April 30, 2015
 
Securities and Exchange Commission
Washington, D.C.  20549
 
Gentlemen:
 
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,	 	

 	WELLS FARGO BANK, NATIONAL ASSOCIATION	

 	/s/Raymond Delli Colli	
 	Raymond Delli Colli	
 	Vice President	

 
EXHIBIT 7
Consolidated Report of Condition of
 
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.

 	 	 	 	Dollar Amounts	 	
 	 	 	 	In Millions	 	
ASSETS	 	 	 	 	 	
Cash and balances due from depository institutions:	 	 	 	 	 	
Noninterest-bearing balances and currency and coin	 	 	 	$	18,743	 	
Interest-bearing balances	 	 	 	222,900	 	
Securities:	 	 	 	 	 	
Held-to-maturity securities	 	 	 	55,483	 	
Available-for-sale securities	 	 	 	226,470	 	
Federal funds sold and securities purchased under agreements to resell:	 	 	 	 	 	
Federal funds sold in domestic offices	 	 	 	1,968	 	
Securities purchased under agreements to resell	 	 	 	23,309	 	
Loans and lease financing receivables:	 	 	 	 	 	
Loans and leases held for sale	 	 	 	14,634	 	
Loans and leases, net of unearned income	 	821,207	 	 	 	
LESS: Allowance for loan and lease losses	 	10,844	 	 	 	
Loans and leases, net of unearned income and allowance	 	 	 	810,363	 	
Trading Assets	 	 	 	46,228	 	
Premises and fixed assets (including capitalized leases)	 	 	 	7,491	 	
Other real estate owned	 	 	 	2,492	 	
Investments in unconsolidated subsidiaries and associated companies	 	 	 	856	 	
Direct and indirect investments in real estate ventures	 	 	 	1	 	
Intangible assets	 	 	 	 	 	
Goodwill	 	 	 	21,627	 	
Other intangible assets	 	 	 	18,578	 	
Other assets	 	 	 	61,641	 	
 	 	 	 	 	 	
Total assets	 	 	 	$	1,532,784	 	
 	 	 	 	 	 	
LIABILITIES	 	 	 	 	 	
Deposits:	 	 	 	 	 	
In domestic offices	 	 	 	$	1,062,122	 	
Noninterest-bearing	 	322,290	 	 	 	
Interest-bearing	 	739,832	 	 	 	
In foreign offices, Edge and Agreement subsidiaries, and IBFs	 	 	 	151,034	 	
Noninterest-bearing	 	928	 	 	 	
Interest-bearing	 	150,106	 	 	 	
Federal funds purchased and securities sold under agreements to repurchase:	 	 	 	 	 	
Federal funds purchased in domestic offices	 	 	 	946	 	
Securities sold under agreements to repurchase	 	 	 	12,563	 	

 

 	 	 	 	Dollar Amounts	 	
 	 	 	 	In Millions	 	
Trading liabilities	 	 	 	25,409	 	
Other borrowed money	 	 	 	 	 	
(includes mortgage indebtedness and obligations under capitalized leases)	 	 	 	83,997	 	
Subordinated notes and debentures	 	 	 	18,701	 	
Other liabilities	 	 	 	32,601	 	
 	 	 	 	 	 	
Total liabilities	 	 	 	$	1,387,373	 	
 	 	 	 	 	 	
EQUITY CAPITAL	 	 	 	 	 	
Perpetual preferred stock and related surplus	 	 	 	0	 	
Common stock	 	 	 	519	 	
Surplus (exclude all surplus related to preferred stock)	 	 	 	106,158	 	
Retained earnings	 	 	 	34,288	 	
Accumulated other comprehensive income	 	 	 	4,019	 	
Other equity capital components	 	 	 	0	 	
 	 	 	 	 	 	
Total bank equity capital	 	 	 	144,984	 	
Noncontrolling (minority) interests in consolidated subsidiaries	 	 	 	427	 	
 	 	 	 	 	 	
Total equity capital	 	 	 	145,411	 	
 	 	 	 	 	 	
Total liabilities, and equity capital	 	 	 	$	1,532,784	 	
 
I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 	 	John R. Shrewsberry	
 	 	Sr. EVP & CFO	
 
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors	
James Quigley	 	
Enrique Hernandez, Jr.	 	

Exhibit 99.1
 
LETTER OF TRANSMITTAL
 
OSHKOSH CORPORATION
 
OFFER TO EXCHANGE ALL OUTSTANDING
5.375% Senior Notes due 2025
FOR NEW, REGISTERED
5.375% Senior Notes due 2025
 
Pursuant to the Prospectus dated       , 2015

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON           , 2015, UNLESS EXTENDED (THE “EXPIRATION DATE”).	
 
The Exchange Agent for the Exchange Offer is Wells Fargo Bank, National Association.

By Facsimile Transmission : 
 (For Eligible Institutions Only)
(866) 969-1290
Attention: DAPS Reorg
 
Confirm by Telephone :
(800) 344-5128	 	By Registered or Certified Mail : 
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attention: DAPS Reorg	
 	 	 	
By Regular Mail or Overnight Courier : 
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
Sixth Street & Marquette Avenue
Minneapolis, MN 55479
Attention: DAPS Reorg	 	By Hand : 
Wells Fargo Bank, N.A.
Northstar East Building — 12 th  floor
Corporate Trust Operations
608 Second Avenue South
Minneapolis, MN 55402
Attention: DAPS Reorg	
 
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
 
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
 
The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated May    , 2015 (the “Prospectus”), of Oshkosh Corporation, a Wisconsin corporation (the “Company”), and the subsidiaries of the Company named therein, and this Letter of Transmittal (the “Letter”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange its issued and outstanding unregistered 5.375% Senior Notes due 2025 for a like principal amount of the Company’s 5.375% Senior Notes due 2025, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”).  In this Letter, the Company’s issued and outstanding unregistered 5.375% Senior Notes due 2025 are referred to as the “Original Notes,” and the Company’s new, registered 5.375% Senior Notes due 2025 are referred to as the “New Notes.”

 
For each Original Note accepted for exchange, the Holder of such Original Note will receive a New Note having a principal amount equal to that of the surrendered Original Note.  The New Notes will bear interest from the most recent date to which interest has been paid on the Original Notes or, if no interest has been paid on the Original Notes, from March 2, 2015.  Accordingly, registered Holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accrued from the most recent date to which interest has been paid or, if no interest has been paid, from March 2, 2015.  However, if that record date occurs prior to completion of the Exchange Offer, then the interest payable on the first interest payment date following the completion of the Exchange Offer will be paid to the registered Holders of the Original Notes on that record date.  Original Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer and will be cancelled.  Holders of Original Notes whose Original Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Original Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer.
 
This Letter is to be completed by a Holder of Original Notes either if (1) certificates are to be forwarded herewith or (2) tenders are to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus.  Holders of Original Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Original Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility (a “Book-Entry Confirmation”) and all other documents required by this Letter to the Exchange Agent on or prior to the Expiration Date, must tender their Original Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.  See Instruction 1.  Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
 
Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter.  The term “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by this Letter and the Company may enforce this Letter against such participant.
 
As used in this Letter, the term “Holder” with respect to the Exchange Offer means any person in whose name Original Notes are registered on the books of the Company or, with respect to interests in global notes held by DTC, any DTC participant listed in an official DTC proxy.  The undersigned has completed the appropriate boxes below and signed this Letter to indicate the action the undersigned desires to take with respect to the Exchange Offer.
 
2 

 
List below the Original Notes to which this Letter relates.  If the space provided below is inadequate, the certificate numbers and principal amount of Original Notes should be listed on a separate signed schedule affixed hereto.
 
DESCRIPTION OF ORIGINAL NOTES TENDERED

Name(s) and Address(es) of
Registered Holder(s)
(Please fill in, if blank)	 	Certificate
Number(s)*	 	Aggregate
Principal Amount
of Original Notes	 	Principal Amount
Tendered**	 	

 	 	 	 	 	 	 	 	
 	 	Total	 	 	 	 	 	

*                  Do not complete if Original Notes are being tendered by book-entry transfer.
**           A holder will be deemed to have tendered ALL Original Notes unless a lesser amount is specified in this column.  See Instruction 2.  Original Notes tendered hereby must be in denominations of principal amount of $2,000 and in integral multiples of $1,000 in excess thereof.  See Instruction 1.
 
o             CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
 
Name of Tendering Institution                                                                                 
Account Number                                       Transaction Code Number                                       
 
o             CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
 
Name(s) of Registered Holder(s)                                                                         
Window Ticket Number (if any)                                                                                            
Date of Execution of Notice of Guaranteed Delivery                                                              
Name of Institution Which Guaranteed Delivery                                                                    
If Delivered by Book-Entry Transfer, Complete the Following:
Account Number                               Transaction Code Number                                   
 
o             CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:                                                                                   
Address:                                                                               
 
3 

 
NOTE:  SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
 
Ladies and Gentlemen:
 
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated on page 3 of this Letter.  Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby.
 
The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the undersigned’s true and lawful agent and attorney-in-fact with respect to such tendered Original Notes, with full power of substitution, among other things, to cause the Original Notes to be assigned, transferred and exchanged.  The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes, and to acquire the New Notes issuable upon the exchange of such tendered Original Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company.  The undersigned hereby further represents that:  (1) any New Notes acquired in exchange for Original Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, (2) neither the Holder of such Original Notes nor any such other person has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such New Notes, and (3) neither the Holder of such Original Notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company.
 
The undersigned acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Original Notes may be offered for resale, resold and otherwise transferred by Holders thereof (other than any such Holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Holders are not broker-dealers, such New Notes are acquired in the ordinary course of such Holders’ business and such Holders have no arrangement or understanding with any person to participate in the distribution of such New Notes.  However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.  If the undersigned is not a broker-dealer, then the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.  If any Holder is an affiliate of the Company, or has any arrangement or understanding with respect to the distribution of the New Notes to be acquired pursuant to the Exchange Offer, such Holder (i) cannot rely on the applicable interpretations of the staff of the SEC, (ii) is not entitled and will not be permitted to tender Original Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.  If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus meeting the requirements of the Securities Act, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
4 

 
The undersigned will, upon request, execute and deliver any additional documents reasonably deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby.  All authority conferred or agreed to be conferred in this Letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.  This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer—Withdrawal Rights” section of the Prospectus.
 
Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please deliver the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the Book-Entry Transfer Facility.  Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Original Notes Tendered.”
 
The undersigned, by completing the box entitled “Description of Original Notes Tendered” on page 3 of this Letter and signing this Letter, will be deemed to have tendered the Original Notes as set forth in such box on page 3 of this Letter.
 
5 

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
 
To be completed ONLY if Original Notes not exchanged and/or New Notes are to be issued in the name of someone other than the undersigned, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.	
 	
Issue:	o	New Notes	
 	o	Original Notes	
 	
Name(s)	 	 	
 	(Please Type or Print)	 	

Address	 	 	

Taxpayer Identification or Social Security No.	
 	
o	Credit unexchanged Original Notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.	
 	
(Book-Entry Transfer Facility Account Number, if applicable)	
 	
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)	
 	
To be completed ONLY if Original Notes not exchanged and/or New Notes are to be sent to someone other than the undersigned, or to the undersigned at an address other than shown in the box entitled “Description of Original Notes Tendered” on this Letter.	
 	
Mail:	o	New Notes	
 	o	Original Notes	
 	 	
Name(s)	 	 	
 	(Please Type or Print)	 	
 	 	 	
Address	 	 	

 
6 

 

ALL TENDERING HOLDERS PLEASE SIGN HERE 
(Complete Substitute Form W-9 on next page)	
 	 	
x	 	 	 	, 2015	
 	 	 	Date	 	
x	 	 	 	, 2015	
 	 	 	Date	 	
Area Code and Telephone Number	 	
 	
This Letter must be signed by the registered holder(s) or DTC participant(s) exactly as the name(s) appear(s) on the Original Notes or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 3.	
 	 	
Name(s):	 	
 	(Please Type or Print)	
 	 	
Capacity (full title):	 	
 	 	
Address:	 	
 	 	
Taxpayer Identification or Social Security No.:	
 	
SIGNATURE GUARANTEE 
(If required by Instruction 3)	
 	
Signature(s) Guaranteed
By an Eligible Institution:	 	
 	(Authorized Signature)	
 	
Name and Title:	
 	
Name of Firm:	
 	
Dated:	 	, 2015	 	

IMPORTANT: This Letter (or a facsimile hereof), together with the certificates for Original Notes or a Book-Entry Confirmation and all other required documents or The Notice of Guaranteed Delivery, must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
 
7 

 
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYOR’S NAME:  Wells Fargo Bank, National Association

SUBSTITUTE FORM W-9	 	Part 1 - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER ON THE LINE AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. If Original Notes are held in more than one name, see the Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 to determine which number you must provide.
 
EXEMPTIONS (codes apply only to certain exempt entities, not individuals)	 	Social security number	
 	 			 	
 	 			OR	
 	 			Employer Identification number	
 	 			 	
 	 			Exempt Payee Code (if any)	
 	 			 	
 	 			Exemption from FATCA reporting code (if any)	

Department of the Treasury Internal Revenue Service	 	Part 2 - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).	
 	 	 	
PAYOR’S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION	 	Part 3 — CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
 
(1)                                  the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
(2)                                  I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)                                  I am a U.S. Citizen or other U.S. Person; and
(4)                                  The FATCA code entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.	
 	 	 	
 	 	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.	
 	 	 	
 	 	SIGNATURE	 	 	
 	 	 	 	
 	 	PRINTED NAME	 	 	
 	 	 	 	
 	 	DATE	 	 	
 	 	 	
 	 	You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because you failed to report all interest and dividends on your tax return.	
 	 	 	
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.	
 	 	 	
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER	
 	 	 	
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 28% of all reportable payments made to me thereafter will be withheld until I provide a number.	
 	
Signature	 	 	Date	 	 	

 
INSTRUCTIONS
 
Forming Part of the Terms and Conditions of the Exchange Offer
 
1.                                       Delivery of this Letter and Original Notes; Guaranteed Delivery Procedures.
 
This Letter is to be completed by Holders of Original Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus.  Certificates for all physically tendered Original Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter (or manually signed facsimile hereof), with any required signature guarantees, and any other documents required by this Letter, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below.  Original Notes tendered hereby must be in denominations of principal amount of $2,000 and in integral multiples of $1,000 in excess thereof.
 
Holders who tender their Original Notes by delivering an Agent’s Message do not need to submit this Letter.
 
Holders whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.  Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed letter (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery), setting forth the name and address of the Holder of Original Notes and the amount of Original Notes tendered stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the Expiration Date, the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Original Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other documents required by this Letter, are received by the Exchange Agent within three NYSE trading days after the Expiration Date.
 
The method of delivery of this Letter, the Original Notes and all other required documents is at the election and risk of the tendering Holders, and the delivery will be deemed made only when actually received or confirmed by the Exchange Agent.  If delivery is by mail, registered mail, properly insured, with return receipt requested, or overnight delivery service is recommended.  In all cases, sufficient time should be allowed to ensure timely delivery.
 
See “The Exchange Offer” section of the Prospectus.
 
2.                                       Partial Tenders (not applicable to Holders who tender by book-entry transfer).
 
If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of the Original Notes to be tendered in the box above entitled “Description of Original Notes Tendered—Principal Amount Tendered.”  A reissued certificate representing the balance of non-tendered Original Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter promptly after the Expiration
 
9 

 
Date.  All of the Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.
 
3.                                       Signatures on this Letter; Bond Powers and Endorsements; Guarantee of Signatures.
 
If this Letter is signed by the registered Holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.  If this Letter is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the owner of the Original Notes.
 
If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter.
 
If any tendered Original Notes are registered in different names, it will be necessary to complete, sign and submit as many separate copies of this Letter as there are different registrations of Original Notes.
 
When this Letter is signed by the registered Holder(s) of the Original Notes specified herein and tendered hereby, no endorsements of the tendered Original Notes or separate bond powers are required.  If, however, the New Notes are to be issued, or any untendered Original Notes are to be reissued, to a person other than the registered Holder, then endorsements of any Original Notes transmitted hereby or separate bond powers are required.  Signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.
 
If this Letter is signed by a person other than the registered Holder(s) of any Original Notes specified herein, such Original Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered Holder or Holders appear(s) on the Original Notes (or security position listing) and signatures on the Original Notes or bond power must be guaranteed by an Eligible Institution.
 
If this Letter or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, must submit proper evidence satisfactory to the Company of their authority to so act.
 
Endorsements on Original Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution,” including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an “Eligible Institution”).
 
Signatures on this Letter need not be guaranteed by an Eligible Institution if the Original Notes are tendered:  (i) by a registered Holder of Original Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the Owner of such Original Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter, or (ii) for the account of an Eligible Institution.
 
4.                                       Special Issuance and Delivery Instructions.
 
Tendering Holders of Original Notes should indicate in the applicable box on page 6 of this Letter the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute
 
10 

 
certificates evidencing Original Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter.  In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated.  Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such note Holder may designate hereon.  If no such instructions are given, such Original Notes not exchanged will be returned to the name and address of the person signing this Letter.
 
5.                                       Taxpayer Identification Number.
 
Federal income tax law generally requires that a tendering Holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such Holder’s correct Taxpayer Identification Number (“TIN”) on the substitute Form W-9 on page 8 of this Letter, which in the case of a tendering Holder who is an individual, is his or her social security number.  If the Company is not provided with the current TIN or an adequate basis for an exemption from backup withholding, such tendering Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.  In addition, the Exchange Agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering Holder of New Notes.  If withholding results in an overpayment of taxes, a refund may be obtained.
 
Exempt Holders of Original Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements.  Exempt holders, other than foreign individuals, should furnish their TIN, write “Exempt” on the face of the Substitute Form W-9 and sign, date and return the form to the Exchange Agent.  See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions.  If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Exchange Agent a completed Form W-8 Certificate of Foreign Status.
 
To prevent backup withholding, each tendering Holder of Original Notes must provide its correct TIN by completing the Substitute Form W-9 on page 8 of this Letter, certifying, under penalties of perjury, that the TIN provided is correct (or that such Holder is awaiting a TIN) and that (i) the Holder is exempt from backup withholding, or (ii) the Holder has not been notified by the Internal Revenue Service that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the Holder that such Holder is no longer subject to backup withholding.  If the Original Notes are in more than one name or are not in the name of the actual owner, such Holder should consult the W-9 Guidelines for information on which TIN to report.  Failure to provide the information on the form may subject the Holder to 28% federal income tax backup withholding on all reportable payments to the Holder.  If such Holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, apply for a TIN and write “applied for” in lieu of its TIN in Part 1 of the Substitute Form W-9.  Writing “applied for” on the form means that such Holder has already applied for a TIN or that such Holder intends to apply for one in the near future.  If “applied for” is written in Part 1 of the Substitute Form W-9 and the Exchange Agent is not provided with a TIN within 60 days, the Exchange Agent will withhold 28% of all reportable payments to the Holder thereafter until a TIN is provided to the Exchange Agent.
 
6.                                       Transfer Taxes.
 
The Company will pay all transfer taxes, if any, applicable to the transfer of Original Notes to it or its order pursuant to the Exchange Offer.  If, however, New Notes and/or substitute Original Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered Holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any
 
11 

 
reason other than the transfer of Original Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered Holder or any other person) will be payable by the tendering Holder.  If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering Holder.
 
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter.
 
7.                                       No Conditional Tenders.
 
No alternative, conditional, irregular or contingent tenders will be accepted.  All tendering Holders of Original Notes, by execution of this Letter, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.
 
Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice.
 
8.                                       Mutilated, Lost, Stolen or Destroyed Original Notes.
 
Any Holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.  This Letter and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.
 
9.                                       Withdrawal Rights.
 
Tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.  For a withdrawal of a tender of Original Notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address on page 1 of this Letter prior to 5:00 p.m., New York City time, on the Expiration Date.  Any such notice of withdrawal must (i) specify the name of the person having tendered the Original Notes to be withdrawn (the “Depositor”), (ii) identify the Original Notes to be withdrawn (including certificate number or numbers and the principal amount of such Original Notes), (iii) contain a statement that such Holder is withdrawing his election to have such Original Notes exchanged, (iv) be signed by the Holder in the same manner as the original signature on the Letter by which such Original Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the Original Notes register the transfer of such Original Notes in the name of the person withdrawing the tender and (v) specify the name in which such Original Notes are registered, if different from that of the Depositor.  If Original Notes have been tendered pursuant to the procedure for book-entry transfer set forth in “The Exchange Offer—Book-Entry Transfer” section of the Prospectus, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Original Notes and otherwise comply with the procedures of such facility.
 
All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties.  Any Original Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer and no New Notes will be issued with respect thereto unless the Original Notes so withdrawn are validly retendered.  Any Original Notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Original Notes tendered by book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures set forth in “The Exchange
 
12 

 
Offer—Book-Entry Transfer” section of the Prospectus, such Original Notes will be credited to an account maintained with the Book-Entry Transfer Facility for the Original Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer.  Properly withdrawn Original Notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.
 
10.                                Irregularities.
 
The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes, which determination shall be final and binding.  The Company reserves the absolute right to reject any and all tenders of any particular Original Notes not properly tendered or to not accept any particular Original Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful.  The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the right to waive the ineligibility of any holder who seeks to tender Original Notes in the Exchange Offer).  The interpretation of the terms and conditions of the Exchange Offer as to any particular Original Notes either before or after the Expiration Date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties.  Unless waived, any defects or irregularities in connection with the tender of Original Notes for exchange must be cured within such reasonable period of time as the Company shall determine.  Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Original Notes for exchange, nor shall any of them incur any liability for failure to give such notification.
 
11.                                Requests for Assistance or Additional Copies.
 
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent, at the address and telephone number indicated on page 1 of this Letter.
 
13 

Exhibit 99.2
 
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
5.375% SENIOR NOTES DUE 2025
OF
OSHKOSH CORPORATION
 
This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the exchange offer of Oshkosh Corporation (the “Company”) made pursuant to the Prospectus dated           , 2015 (the “Prospectus”) if certificates for the outstanding 5.375% Senior Notes due 2025 of the Company (the “Original Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach Wells Fargo Bank, National Association, as exchange agent (the “Exchange Agent”), prior to 5:00 p.m., New York City time, on           , 2015 (the “Expiration Date”).  This Notice of Guaranteed Delivery may be delivered or transmitted by facsimile transmission, overnight courier, mail or hand delivery to the Exchange Agent as set forth below.  In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the exchange offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
 
The Exchange Agent for the exchange offer is Wells Fargo Bank, National Association.

By Facsimile Transmission : 
 (For Eligible Institutions Only)
(866) 969-1290
Attention: DAPS Reorg
 
Confirm by Telephone :
(800) 344-5128	 	By Registered or Certified Mail :
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attention: DAPS Reorg	
 	 	 	
By Regular Mail or Overnight Courier :
Wells Fargo Bank, N.A.
MAC N9303-121
Corporate Trust Operations
Sixth Street & Marquette Avenue Minneapolis, MN 55479
Attention: DAPS Reorg	 	By Hand :
Wells Fargo Bank, N.A.
Northstar East Building — 12 th  floor
Corporate Trust Operations
608 Second Avenue South
Minneapolis, MN 55402
Attention: DAPS Reorg	
 
DELIVERY OF THIS NOTICE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
 
THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES.  IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, THE SIGNATURE GUARANTEED MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

 
Ladies and Gentlemen:
 
Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes of the series set forth below pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.

 	 	 	
Total Principal Amount of Original
Notes	 	If Original Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number.	
Tendered:*	 	 	
 	 	 	
$	 	Account Number	
 	 	 	
Certificate Nos. (if available)	 	 	

 

*                  Must be in denominations of principal amount of $2,000 and in integral multiples of $1,000 in excess thereof.
 
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE	 	 	
x	 	 	 	
 	 	 	 	
x	 	 	 	
Signature(s) of Owner(s) or Authorized Signatory	 	Date	

Area Code and Telephone Number(s):	 	
 
Must be signed by the registered holder(s) of Original Notes as their name(s) appear(s) on the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery.  If signature is by a trustee, executor administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please provide the following information.
 
Please print name(s) and address(es)
 
Name(s):                                                                                                                                                                                                         

 
Capacity:                                                                                                                                                                                                        
 
Address(es):                                                                                                                                                                                                   

 
Telephone Number:                                                                                                                                                                        
 
2 

 
GUARANTEE
(Not to be used for signature guarantee)
 
The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution” including (as such terms are defined therein) (i) a bank, (ii) broker, dealer, municipal securities broker or dealer or government securities broker or dealer, (iii) a credit union, (iv) a national securities exchange, registered securities association or clearing agency, or (v) a savings association that is a participant in a Securities Transfer Association (an “Eligible Institution”), hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus, together with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the Expiration Date.

 	 	 	
Name of Firm	 	Authorized Signature	

Address	 	Title	
 	 	 	
 	 	Name:	 	
Zip Code	 	(Please Type or Print)	

 	 	Dated:	 	
Telephone Number	 	 	
 
NOTE:                                DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM.  CERTIFICATES FOR ORIGINAL NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
 
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Exhibit 99.3
 
INSTRUCTIONS
 
Instructions to Registered Holder and/or DTC Participant
from Beneficial Owner
of
5.375% Senior Notes due 2025
 
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON        , 2015, UNLESS THE OFFER IS EXTENDED. 
 
To Registered Holder and/or Depository Trust Company Participant:
 
The undersigned hereby acknowledges receipt of the Prospectus dated           , 2015 (the “Prospectus”) of Oshkosh Corporation, a Wisconsin corporation (the “Company”), and the subsidiaries of the Company named therein and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”) to exchange its issued and outstanding unregistered 5.375% Senior Notes due 2025 for a like principal amount of the Company’s 5.375% Senior Notes due 2025, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”).  In this letter, the Company’s issued and outstanding unregistered 5.375% Senior Notes due 2025 are referred to as the “Original Notes,” and the Company’s new, registered 5.375% Senior Notes due 2025 are referred to as the “New Notes.” Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Prospectus.
 
This will instruct you, the registered holder and/or Depository Trust Company Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Original Notes held by you for the account of the undersigned.
 
The aggregate principal amount of Original Notes held by you for the account of the undersigned is (fill in amount) :
 
$                     of the outstanding 5.375% Senior Notes due 2025.
 
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box) :
 
o                                     TO TENDER the following Original Notes held by you for the account of the undersigned (insert principal amount of Original Notes to be tendered, if less than all) :
 
$                     of the outstanding 5.375% Senior Notes due 2025.
 
o                                     NOT TO TENDER any Original Notes held by you for the account of the undersigned.
 
If the undersigned instructs you to tender Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the undersigned is not an “affiliate” of the Company, (ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of New Notes to be received in the Exchange

 
Offer, and (iv) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.  If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for New Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE	
Name of Beneficial Owner(s)	 	
 	
Signature(s)	 	
 	
Name(s) (please print)	 	
 	
Address	 	

 	
Telephone Number	 	
 	
Taxpayer Identification or Social Security No.	 	
 	
Date	 	

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