SUBSIDIARY GUARANTEE
For value received, each Subsidiary Guarantor (which term
includes any successor Person under the Indenture) has, jointly and
severally, unconditionally guaranteed, to the extent set forth in the
Indenture and subject to the provisions in the Indenture dated as of
February 26, 1998 (the "Indenture") among Oshkosh Truck Corporation, the
Subsidiary Guarantors listed on Schedule I thereto and Firstar Trust
Company, as trustee (the "Trustee"), (a) the due and punctual payment of
the principal of, premium, if any, and interest on the Notes (as defined
in the Indenture), whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal
and premium, and, to the extent permitted by law, interest, 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 of the Indenture
and (b) in case of any extension of time of payment or renewal of any
Notes or any of 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. The obligations of the Subsidiary Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may
be necessary or appropriate to effectuate the subordination as provided in
the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder
for such purpose; provided, however, that the Indebtedness evidenced by
this Subsidiary Guarantee shall cease to be so subordinated and subject in
right of payment upon any defeasance of this Note in accordance with the
provisions of the Indenture.
[Name of Subsidiary Guarantor(s)]
By:________________________________
Name:
Title: