AGREEMENT TO TERMINATE STRATEGIC ALLIANCE
I. The Parties
The Parties to this Agreement are:
1.01 Freightliner Corporation, a Delaware corporation located at Portland, Oregon ("Freightliner").
1.02 Oshkosh Truck Corporation, a Wisconsin corporation located at Oshkosh, Wisconsin ("Oshkosh").
II. The Recitals
2.01 The Date of this Agreement is April 10, 1997.
2.02 The Parties entered into a Strategic Alliance Agreement on June 5, 1995, pursuant to the terms of which
Freightliner purchased 350,000 shares of unregistered Class B Common Stock of Oshkosh and 1,250,000
Warrants for the purchase of that number of unregistered Class B Common Shares of Oshkosh, and each Party
entered into certain performance covenants.
2.03 Pursuant to the Strategic Alliance Agreement the Parties also entered into a Distribution Agreement on
December 13, 1995, pursuant to the terms of which each Party entered into certain performance covenants.
2.04 The Parties now wish to terminate the Strategic Alliance Agreement and the Distribution Agreement, and
release each other from their respective performance covenants under those Agreements and other liabilities with
respect thereto, as set forth below.
III. The Agreement
Therefore, the Parties agree as follows:
3.01 The Recitals. The Recitals are a part of this Agreement.
3.02 Termination of Alliance. Effective upon completion of the payments and deliveries described below, the
Strategic Alliance Agreement dated June 5, 1995, shall be terminated in all respects.
3.03 Purchase and Sale of Shares and Warrants. On June 9, 1997, or such earlier date as Oshkosh may
designate in writing, Oshkosh shall purchase, and Freightliner shall sell all of its 350,000 shares of Class B
Common Stock and its 1,250,000 Warrants for the purchase of that number of Class B Common Stock of
Oshkosh, for the aggregate sum of $6,750,000.00.
3.04 Settlement of Accounts. Except as set forth in this Section 3.04, accounts relating to, or arising out of the
3.031 Freightliner sha