Exhibit 10.2

AMENDMENT NO. 1 TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment No. 1") is made the 30th day of August, 2002, by and among JLG
INDUSTRIES, INC., a Pennsylvania corporation ("JLG"), and certain of its
subsidiaries listed on Schedule 1 to the Credit Agreement (as defined below)
(together with JLG, individually and collectively, the "Borrowers"); the Lenders
listed on Schedule 2 to the Credit Agreement; Wachovia Bank, National
Association, as administrative agent and documentation agent ("Administrative
Agent") and BankOne, Michigan, as syndication agent ("Syndication Agent").

BACKGROUND

Borrowers, Administrative Agent, Syndication Agent, certain of
the Lenders, PNC Bank, National Association and Fleet National Bank entered into
an Amended and Restated Credit Agreement dated June 17, 2002 (as amended hereby
and as may be further amended, restated or modified from time to time, the
"Credit Agreement") to finance the Borrowers' working capital and general
corporate requirements.

Borrowers, Administrative Agent, Syndication Agent and certain
of the Lenders executed a letter, dated July 31, 2002 (the "Waiver Letter") to
waive compliance with certain financial covenants for JLG's fiscal quarter
ending July 31, 2002 and to modify the determination of Adjusted EBIT and EBITDA
under the Credit Agreement.

Borrowers, Lenders, Administrative Agent and Syndication Agent
have agreed to make certain amendments to the Credit Agreement, each as set
forth herein and subject to the terms and conditions hereof.

In consideration of the foregoing and the premises and the
agreements hereinafter set forth, and intending to be legally bound hereby,
effective as of the Amendment No. 1 Effective Date (as defined below), the
parties hereto agree as follows:

1. Definitions

a. General Rule. Unless otherwise defined herein,
terms used herein which are defined in the Credit Agreement shall have the
respective meanings assigned to such terms in the Credit Agreement.

b. Additional Definitions. As of the Amendment No.
1 Effective Date, the following definitions are hereby added to Section 1.1 of
the Credit Agreement to read in their entirety as follows:

"Amendment No. 1" means Amendment No. 1 to Amended and
Restated Credit Agreement by and among Borrowers, Lenders,
Administrative Agent and Syndication Agent, dated
August 30, 2002.

"Amendment No. 1 Effective Date" means the date on which
the conditions set forth in Paragraph 12 of Amendment No. 1
have been satisfied.

c. Amended Definitions. As of the Amendment No. 1
Effective Date, the following definitions found in Section 1.1 of the Credit
Agreement are hereby amended and restated to read in their entirety as follows:

"Adjusted EBIT" means, for any Rolling Period,
Consolidated net income of JLG and its Subsidiaries for such
Rolling Period (excluding net income arising from Monetization
Assets in connection with Monetization Transactions, or portions
thereof, which are reflected as debt on the Consolidated balance
sheet of JLG and its Consolidated Subsidiaries), plus (i)
interest expense and taxes for such Rolling Period, (ii) the
Orrville Restructuring Charge, (iii) the Gradall Charge, and
(iv) non-cash expense relating to stock options or other
stock-based compensation (other than non-cash expenses relating
to restricted share awards determined in accordance with past
practice), in each case as defined in accordance with GAAP and,
if applicable, to the extent each has been deducted in
determining net income.

"EBITDA" means, for any Rolling Period, Consolidated net
income of JLG and its Subsidiaries for such period, plus
interest expense, taxes, depreciation and amortization for such
period, plus the Orrville Restructuring Charge, the Gradall
Charge and non-cash expense relating to stock options or other
stock-based compensation (other than non-cash expenses relating
to restricted share awards determined in accordance with past
practice), to the extent each has been deducted in determining
net income. Notwithstanding anything to the contrary set forth
herein, if for any Rolling Period, a Borrower shall have
consummated an acquisition of a business, EBITDA shall be
calculated on a pro forma basis as if the acquisition had taken
place on the first day of such Rolling Period.

2. Amendment and Restatement of Schedule 2 (Lenders and
Commitments). As of the Amendment No. 1 Effective Date, Schedule 2 to the Credit
Agreement (Lenders and Commitments) is amended and restated in its entirety as
set forth on Exhibit A hereto, to reflect the addition of Credit Suisse First
Boston and Stanfield Capital Partners as Lenders, including the related
Commitment Percentages and Commitments for such Lenders, and the deletion of PNC
Bank, National Association and Fleet National Bank as Lenders, under the terms
of Section 13.10 of the Credit Agreement.

3. Amendment and Restatement of Exhibit E (Form of
Officer's Compliance Certificate). As of the Amendment No. 1 Effective Date,
Exhibit E to the Credit Agreement

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(Form of Officer's Compliance Certificate) is amended and restated in its
entirety as set forth on Exhibit B hereto.

4. Amendment and Restatement of Section 3.1 (L/C
Commitment). As of the Amendment No. 1 Effective Date, the second sentence of
Section 3.1 of the Credit Agreement is hereby amended and restated in its
entirety as follows:

Each Letter of Credit shall (i) be dominated in Dollars in a
minimum amount of $100,000 (or, at the request of the Borrowers,
standby Letters of Credit shall be denominated in any Alternate
Currency in a minimum amount of the Dollar Equivalent of
$100,000; provided, that Issuing Lender may decline to issue a
Letter of Credit in an Alternate Currency if, in Issuing
Lender's reasonable judgment, the issuance of such Letter of
Credit in an Alternate Currency could reasonably be expected to
cause the L/C Obligations to exceed the L/C Commitment or cause
the Available Commitment of any Lender to be less than zero),
(ii) be a letter of credit issued to support obligations of any
Borrower or any Subsidiary, contingent or otherwise, incurred in
the ordinary course of business, (iii) expire on a date no later
than the first anniversary of the issuance of such Letter of
Credit, which date shall in no event be later than the
Termination Date, and (iv) be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the
Commonwealth of Pennsylvania.

5. Amendment and Restatement of Section 3.5 (Reimbursement
Obligations of the Borrowers). As of the Amendment No. 1 Effective Date, the
second sentence of Section 3.5 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

Each such payment shall be made to the Issuing Lender at its
address for notices specified herein in the currency in which
such Letter of Credit was issued and in immediately available
funds on (i) the Business Day that the Borrowers receive such
notice, if such notice is received prior to 1:00 p.m., Charlotte
time, or (ii) the Business Day immediately following the day
that the Borrowers receive such notice, if such notice is not
received prior to such time.

6. Amendment and Restatement of Section 4.1(c) (Applicable
Margin). As of the Amendment No. 1 Effective Date, Section 4.1(c) of the Credit
Agreement is hereby amended and restated in its entirety as follows:

(c) Applicable Margin. The Applicable Margin
provided for in Section 4.1(a) with respect to the Loans (the
"Applicable Margin") shall be determined by reference to the
Leverage Ratio as of the end of the fiscal quarter immediately

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preceding the delivery of the applicable Officer's Compliance
Certificate as follows:

Level Leverage Ratio Applicable Margin
----- -------------- -----------------

I greater than or 225.0 bps
equal to 4.0

II greater than or 162.5 bps
equal to 3.0
and less than
4.0

III greater than or 112.5 bps
equal to 2.5
and less than
3.0

IV greater than or 100.0 bps
equal to 2.0
and less than
2.5

V greater than or 87.5 bps
equal to 1.5
and less than
2.0

VI greater than or 70.0 bps
equal to 1.0
and less than
1.5

VII less than 1.0 55.0 bps

7. Additional Section 8.21 (Monetization Transaction
Documentation). As of the Amendment No. 1 Effective Date, Section 8.21 is hereby
added to the Credit Agreement in its entirety as follows:

8.21 Monetization Transaction Documentation. At least
five (5) Business Days prior to the closing of any Monetization
Transaction concerning Monetization Assets with a book value
equal to or in excess of Thirty Million Dollars ($30,000,000),
deliver to Administrative Agent the most recent drafts of the
documentation for such Monetization Transaction.

8. Amendment and Restatement of Section 9.2 (Adjusted
Interest Coverage Ratio). As of the Amendment No. 1 Effective Date, Section 9.2
of the Credit Agreement is hereby amended and restated in its entirety as
follows:

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Section 9.2. Adjusted Interest Coverage Ratio. As of the
last day of each fiscal quarter of JLG and its Consolidated
Subsidiaries, permit the Adjusted Interest Coverage Ratio to be
less than the level in the right column below for the fiscal
quarter ending during the corresponding period in the left
column below:

Period Level
------ -----

Amendment No. 1 Effective Date through 2.25 to 1.00
April 30, 2003
May 1, 2003 through July 31, 2003 2.75 to 1.00
August 1, 2003 and thereafter 4.00 to 1.00

9. Amendment and Restatement of Section 9.4 (Adjusted
Leverage Ratio). As of the Amendment No. 1 Effective Date, Section 9.4 of the
Credit Agreement is hereby amended and restated in its entirety as follows:

Section 9.4. Adjusted Leverage Ratio. As of the last day
of each fiscal quarter of JLG and its Consolidated Subsidiaries,
permit the Adjusted Leverage Ratio to exceed the level in the
right column below for the fiscal quarter ending during the
corresponding period in the left column below:

Period Level
------ -----

Amendment No. 1 Effective Date through 7.75 to 1.00
January 31, 2003
February 1, 2003 through April 30, 2003 7.50 to 1.00
May 1, 2003 through July 31, 2003 7.25 to 1.00
August 1, 2003 and thereafter 4.50 to 1.00

; provided, however, that if JLG and its Consolidated
Subsidiaries enter into Monetization Transactions after the
Amendment No. 1 Effective Date in which Monetization Assets
having a book value of at least Twenty-Five Million Dollars
($25,000,000) are removed from the Consolidated balance sheet of
JLG and its Consolidated Subsidiaries in Monetization
Transactions treated as sales under GAAP, JLG and its
Consolidated Subsidiaries shall not permit the Adjusted Leverage

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Ratio to exceed the level in the right column below for the
fiscal quarter ending during the corresponding period in the
left column below as set forth in the table applicable to the
amount of Monetization Assets removed after the Amendment No. 1
Effective Date from the Consolidated balance sheet as described
above:

Monetization Assets equal to or greater than $25,000,000 but
less than $50,000,000:

Period Level
------ -----

Amendment No. 1 Effective Date through 7.50 to 1.00
January 31, 2003
February 1, 2003 through April 30, 2003 7.25 to 1.00
May 1, 2003 through July 31, 2003 7.00 to 1.00
August 1, 2003 and thereafter 4.50 to 1.00

Monetization Assets equal to or greater than $50,000,000 but
less than $75,000,000:

Period Level
------ -----

Amendment No. 1 Effective Date through 7.25 to 1.00
January 31, 2003
February 1, 2003 through April 30, 2003 7.00 to 1.00
May 1, 2003 through July 31, 2003 6.75 to 1.00
August 1, 2003 and thereafter 4.50 to 1.00

Monetization Assets equal to or greater than $75,000,000 but
less than $100,000,000:

Period Level
------ -----

Amendment No. 1 Effective Date through 7.00 to 1.00
January 31, 2003
February 1, 2003 through April 30, 2003 6.75 to 1.00
May 1, 2003 through July 31, 2003 6.50 to 1.00
August 1, 2003 and thereafter 4.50 to 1.00

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Monetization Assets equal to or greater than $100,000,000:

Period Level
------ -----

Amendment No. 1 Effective Date through 6.75 to 1.00
January 31, 2003
February 1, 2003 through April 30, 2003 6.50 to 1.00
May 1, 2003 through July 31, 2003 6.25 to 1.00
August 1, 2003 and thereafter 4.50 to 1.00

10. Representations and Warranties. Borrowers hereby
represent and warrant to Lenders as follows:

a. Representations. As of the Amendment No. 1
Effective Date the Borrowers represent as follows: (i) the representations and
warranties set forth in Article VI of the Credit Agreement, are true and correct
in all material respects, except for any representation or warranty made as of
an earlier date, which representation and warranty shall remain true and correct
as of such earlier date; (ii) there is no Event of Default or Default under the
Credit Agreement, as amended hereby, which has not been cured or waived; and
(iii) other than those matters giving rise to the waivers, consents and
amendments included in the Waiver Letter or this Amendment No. 1 related to the
calculation of the financial covenants as to which Borrowers make no
representations, no Borrower is aware of any Material Adverse Effect.

b. Power and Authority. Each Borrower has the power
and authority under the laws of its state of incorporation or formation and
under its respective articles or certificates of incorporation and bylaws or
articles of organization and operating agreement to enter into and perform this
Amendment No. 1 and the other documents and agreements required hereunder
(collectively, the "Amendment Documents"); all necessary actions (corporate or
otherwise) for the execution and performance by each Borrower of the Amendment
Documents have been taken; and each of the Amendment Documents and the Credit
Agreement, as amended, constitute the valid and binding obligations of
Borrowers, enforceable in accordance with its respective terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar state or federal debtor relief laws from time to time in effect which
affect the enforcement of creditors' rights in general and the availability of
equitable remedies.

c. No Violations of Law or Agreements. The
execution and performance of the Amendment Documents by Borrowers will not: (i)
violate any provisions of any law or regulation, federal, state or local, or the
articles or certificates of incorporation or bylaws or articles of organization
or operating agreement of any Borrower or (ii) result in any breach or violation
of, or constitute a default or require the obtaining of any consent under, any
material agreement or instrument by which any Borrower or its property may be
bound.

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11. Amendment Fee. Borrowers hereby covenant and agree to
pay to each Lender who has executed this Amendment No. 1 by August 30, 2002 a
fee of .125% on such Lender's Commitment Percentage under the Credit Agreement.

12. Conditions to Effectiveness of Amendment. This Amendment
No. 1 shall be effective upon the date of Administrative Agent's receipt of the
following documents, each in form and substance reasonably satisfactory to
Administrative Agent:

a. Amendment No. 1. This Amendment No. 1 duly
executed by Borrowers, Required Lenders and Administrative Agent.

b. Overdraft Facility. An amendment to the
documentation evidencing the Overdraft Facility, effecting modifications of the
Overdraft Facility that conform to the modifications to the Credit Agreement
effected by Amendment No. 1 in all pertinent respects, in form and substance
reasonably acceptable to Administrative Agent.

c. Amendment Fee. Payment to Administrative Agent,
for the benefit of each Lender entitled thereto, of the fees set forth in
Paragraph 11 hereof.

d. Articles of Merger. The articles of merger filed
with the secretaries of state of Ohio and Pennsylvania evidencing the merger of
The Gradall Orrville Company into JLG.

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

13. Affirmations. Borrowers hereby: (i) affirm all the
provisions of the Credit Agreement, as modified by the Waiver Letter and as
amended by this Amendment No. 1, and (ii) agree that the terms and conditions of
the Credit Agreement and the Collateral Security Documents shall continue in
full force and effect as modified by the Waiver Letter and as amended hereby.

14. Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE
LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT NO. 1, BORROWERS REPRESENT AND
WARRANT THAT AS OF THE DATE OF THIS AMENDMENT NO. 1, THERE ARE NO CLAIMS OR
OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS AND IN ACCORDANCE THEREWITH:

a. EACH BORROWER WAIVES ANY AND ALL SUCH CLAIMS,
OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO
THE DATE OF ITS EXECUTION OF THIS AMENDMENT NO. 1; AND

b. EACH BORROWER RELEASES AND DISCHARGES THE
ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY, THE
"RELEASED PARTIES") FROM ANY AND ALL

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OBLIGATION, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR
DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW
OR EQUITY, WHICH ANY BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE
AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN
CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY,
OTHER THAN OBLIGATIONS UNDER THE LOAN DOCUMENTS.

15. Miscellaneous.

a. Borrowers agree to pay or reimburse
Administrative Agent for all reasonable fees and expenses (including without
limitation reasonable fees and expenses of counsel) incurred by Administrative
Agent in connection with the preparation, execution and delivery of this
Amendment No. 1.

b. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to conflicts of law or choice of law principles.

c. This Amendment No. 1 may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns, and all of which taken
together shall constitute one and the same agreement.

d. Except as expressly set forth herein, the
execution, delivery and performance of this Amendment No. 1 shall not operate as
a waiver of any right, power or remedy of Administrative Agent or Lenders under
the Credit Agreement and the agreements and documents executed in connection
therewith or constitute a waiver of any provision thereof, nor shall the
Lenders' consents or waivers set forth herein nor anything contained herein be
construed as or constitute a consent to or waiver of any further provision of
the Credit Agreement; the consents and waivers granted hereby are limited to the
matters and the periods set forth herein.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment
No. 1 the day and year first above written.

Attest: JLG INDUSTRIES, INC.
- -------

By: /s/ Thomas D. Singer By: /s/ James H. Woodward, Jr.
------------------------------------ ------------------------------------
Name: Thomas D. Singer Name: James H. Woodward, Jr.
Title: Secretary Title: Executive Vice President and Chief Financial Officer

Attest: FULTON INTERNATIONAL, INC.
- -------

Attest: JLG EQUIPMENT SERVICES, INC.
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Attest: JLG MANUFACTURING, LLC
- ------- By: JLG INDUSTRIES, INC.,
Authorized Member

By: /s/ Thomas D. Singer By: /s/ James H. Woodward, Jr.
------------------------------------ ------------------------------------
Name: Thomas D. Singer Name: James H. Woodward, Jr.
Title: Assistant Secretary Title: Executive Vice President and Chief Financial Officer

[EXECUTIONS CONTINUED]

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Attest: GRADALL INDUSTRIES, INC.

Attest: THE GRADALL COMPANY
- -------

Attest: ACCESS FINANCIAL SOLUTIONS, INC.
- -------

LENDERS

WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent, Documentation Agent and
Lender

By: /s/ George L. Woolsey
--------------------------------------------
Name: George L. Woolsey
Title: Vice President

BANK ONE, NA, successor by merger to Bank
One, Michigan,
individually as a Lender and in its capacity as
Syndication Agent

By: /s/ Patrick F. Dunphy
------------------------------------------
Name: Patrick F. Dunphy
Title: Director

[EXECUTIONS CONTINUED]

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JP MORGAN CHASE BANK, successor by merger to
THE CHASE MANHATTAN BANK, N.A.,
as a Lender

By: /s/ Christine M. McLeod
-----------------------------------------
Name: Christine M. McLeod
Title: Vice President

BANCO ESPIRITO SANTO, S.A., NASSAU
BRANCH, as a Lender

By: /s/ Terry R. Hull
-----------------------------------------
Name: Terry R. Hull
Title: Senior Vice President

By: /s/ Andrew M. Orsen
-----------------------------------------
Name: Andrew M. Orsen
Title: Vice President

ALLFIRST BANK, f/k/a The First National Bank of
Maryland, as a Lender

By: /s/ Kellie M. Matthews
-----------------------------------------
Name: Kellie M. Matthews
Title: Senior Vice President

SUNAMERICA SENIOR FLOATING RATE FUND INC.
By: Stanfield Capital Partners LLC
As sub-advisor
as a Lender

By: /s/ Christopher E. Jansen
-----------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner

[EXECUTIONS CONTINUED]

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WINDSOR LOAN FUNDING, LIMITED
By: Stanfield Capital Partners LLC
As its Investment Manager
As a Lender

By: /s/ Christopher E. Jansen
------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner

AXIS/SRS LIMITED
By: Stanfield Capital Partners LLC
As its Sub-Manager
As a Lender

By: /s/ Christopher E. Jansen
------------------------------------
Name: Christopher E. Jansen
Title: Managing Partners

SRS STRATEGIES (CAYMAN) LP
By: Stanfield Capital Partners LLC
As its Investment Manager
As a Lender

By: /s/ Christopher E. Jansen
------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner

HARRIS TRUST AND SAVINGS BANK,
as a Lender

By: /s/ Helen A. Dimitriou
------------------------------------
Name: Helen A. Dimitriou
Title: Vice President

NATIONAL CITY BANK OF PENNSYLVANIA,
as a Lender

By: /s/ Anthony J. Leone
------------------------------------
Name: Anthony J. Leone
Title: Banking Officer

COMERICA BANK, as a Lender

By:
------------------------------------
Name:
Title:

CITIZENS BANK OF PENNSYLVANIA, as a Lender

By: /s/ Joseph N. Butto
------------------------------------
Name: Joseph N. Butto
Title: Vice President

SUNTRUST BANK, ATLANTA, as a Lender

By: /s/ Stephen B. Derby
------------------------------------
Name: Stephen B. Derby
Title: Director

[EXECUTIONS CONTINUED]

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BANK HAPOALIM B.M., as a Lender

By: James P. Surless /s/ Laura Anne Reffa
------------------------- ----------------------------------
Name: James P. Surless Laura Anne Reffa
Title: Vice President Senior Vice President and
Corporate Manager

CREDIT SUISSE FIRST BOSTON, as a Lender

By: /s/ Paul J. Corona /s/ Cassandra Droogan
------------------------- ----------------------------------
Name: Paul J. Corona Cassandra Droogan
Title: Director Associate

THE BANK OF NEW YORK, as a Lender

By: /s/ Walter C. Parelli
---------------------------------
Name: Walter C. Parelli
Title: Vice President

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender

By: /s/ Friedrich Wilms
---------------------------------
Name: Friedrich Wilms
Title: Vice President and Manager

CREDIT LYONNAIS NEW YORK BRANCH, as a
Lender

By:
---------------------------------
Name:
Title:

[EXECUTIONS CONTINUED]

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ERSTE BANK, as a Lender

By: /s/ Robert J. Wagman
---------------------------------
Name: Robert J. Wagman
Title: Vice President

By: /s/ John S. Runnion
---------------------------------
Name: John S. Runnion
Title: Managing Director

STANDARD FEDERAL BANK, N.A.,
as a Lender

By: /s/ Kathleen Hallberg
---------------------------------
Name: Kathleen Hallberg
Title: Assistant Vice President

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