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Exhibit 4.11
October 4, 2001
Xxxxxx Funding Corporation
Xxx XXX Xxxxx
XxXxxxxxxxxxxx, XX 00000
JLG Industries, Inc.
Xxx XXX Xxxxx
XxXxxxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Receivables Purchase Agreement, dated as of
June 30, 2000 (as amended, supplemented or otherwise modified from time to time,
the "Purchase Agreement") among Xxxxxx Funding Corporation ("Funding
Corporation"), JLG Industries, Inc. ("JLG"), as initial servicer, Xxxxxx Xxxxxx,
Xxxxxx Xxxxxx Funding Corporation, as purchaser ("Market Street") and PNC Bank,
National Association, a national banking association, as administrator for
Market Street (in such capacity, the "Administrator"). Capitalized terms used
herein but not defined herein have the meanings set forth in the Purchase
Agreement.
You have requested our waiver of the Termination Event described in
paragraph (h) of Exhibit V of the Purchase Agreement resulting from JLG's pledge
of the capital stock of the Funding Corporation to the Lender Agent for the
Lenders pursuant to the Security Agreement (the "Security Agreement") dated as
of recent date herewith among the Originators, the Lender Agent and the Lenders.
Accordingly, we hereby waive such Termination Event described in the
immediate preceding sentence.
The Administrator, on behalf of Market Street, hereby consent, subject to
the terms and conditions set forth in the Three Party Agreement dated as of the
date hereof, to JLG's grant of a security interest to the Lender Agent, for the
benefit of the Lenders, pursuant to the Security Agreement in certain
receivables and related security of JLG that do not constitute the Pool Assets
to the extent such consent is required under Section 6.3 (a) of the Purchase and
Sale Agreement.
You hereby agree that our waiver and consent given hereunder constitutes
a waiver or consent only with respect to the matters expressly provided herein
and will not constitute a waiver of any other Termination Event or consent with
respect to any other matter, whether now existing or may hereinafter.
JLG - Waiver and Consent Letter
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[Signature Pages to Follow]
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This wavier letter shall be governed by and construed in accordance with
the laws of the State of New York.
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By:
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Name:
Title:
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JLG - Waiver and Consent Letter
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Acknowledge and agreed:
XXXXXX FUNDING CORPORATION
By:
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Name:
Title:
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JLG - Waiver and Consent Letter
