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TEREX CORPORATION
$100,000,000
8-7/8% Senior Subordinated Notes due 2008
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FIFTH SUPPLEMENTAL INDENTURE
Dated as of October 1, 2001
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UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
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FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of October 1, 2001, between
TEREX CORPORATION, a Delaware corporation (the "Company"), and UNITED STATES
TRUST COMPANY OF NEW YORK, a New York corporation, as trustee (the "Trustee").
WHEREAS, the Company, and Terex Cranes, Inc., Koehring Cranes, Inc.,
PPM Cranes, Inc., Payhauler Corp., Terex-Telelect Inc., Terex Aerials, Inc.,
Terex-Ro Corporation, Terex Mining Equipment, Inc. and The American Crane
Corporation, as guarantors (collectively, the "Original Guarantors"), and the
Trustee are parties to an Indenture, dated as of March 9, 1999, as amended by
First Supplemental Indenture dated as of April 1, 1999, and as further amended
by Second Supplemental Indenture dated as of July 29, 1999, as further amended
by Third Supplemental Indenture dated as of August 26, 1999, as further amended
by Fourth Supplemental Indenture dated as of March 29, 2001 (said Indenture, as
it may heretofore or hereafter from time to time be amended, the "Indenture")
providing for the issuance of the Company's 8-7/8% Senior Subordinated Notes due
2008 (the "Notes");
WHEREAS, the Company has acquired all of the outstanding capital stock
of CMI Corporation ("CMI");
WHEREAS, pursuant to the terms of the Indenture, CMI has become a
Restricted Subsidiary organized under the laws of the United States and, as
such, the Company is required to cause CMI to execute and deliver a supplemental
indenture and the Subsidiary Guarantee endorsed on the Notes; and
WHEREAS, the Company, the Subsidiary Guarantors and the Trustee desire
to amend the Indenture to add CMI as a Subsidiary Guarantor under the Indenture.
NOW, THEREFORE, the Company, the Subsidiary Guarantors, CMI and the
Trustee agree as follows for the equal and ratable benefit of the Holders of the
Notes.
ARTICLE 1
AMENDMENT TO THE INDENTURE
Section 1.01. CMI shall hereby become a Subsidiary Guarantor under the
Indenture effective as of the date hereof, and as such shall be entitled to all
the benefits and be subject to all the obligations, of a Subsidiary Guarantor
thereunder. CMI agrees to be bound by all those provisions of the Indenture
binding upon a Subsidiary Guarantor.
ARTICLE 2
MISCELLANEOUS
Section 2.01. The supplement to the Indenture effected hereby shall be
binding upon all Holders of the Notes, their transferees and assigns. All Notes
issued and outstanding on the date hereof shall be deemed to incorporate by
reference or include the supplement to the Indenture effected hereby.
Section 2.02. All terms used in this Fifth Supplemental Indenture
which are defined in the Indenture shall have the meanings specified in the
Indenture, unless the context of this Fifth Supplemental Indenture otherwise
requires.
Section 2.03. This Fifth Supplemental Indenture shall become a binding
agreement between the parties when counterparts hereof shall have been executed
and delivered by each of the parties hereto.
Section 2.04. This Fifth Supplemental Indenture shall be construed,
interpreted and the rights of the parties determined in accordance with the laws
of the State of New York, as applied to contracts made and performed within the
State of New York, without regard to principles of conflicts of law.
Section 2.05. This Fifth Supplemental Indenture may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute but one and the same amendment.
Section 2.06. The recitals contained in this Fifth Supplemental
Indenture are made by the Company and not by the Trustee and all of the
provisions contained in the Indenture, in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect
thereof as fully and with like effect as if set forth herein in full.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed as of the date first above written.
TEREX CORPORATION
By:___________________________
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Corporate Finance
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Xxxx X Xxxxx, Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By_________________________
Name:
ATTEST: Title:
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(Signature Page to Fifth Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
PAYHAULER CORP.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
PPM CRANES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX CRANES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX MINING EQUIPMENT, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Fifth Supplemental Indenture)
TEREX-RO CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX-TELELECT, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
THE AMERICAN CRANE CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
O&K XXXXXXXXX & XXXXXX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
AMIDA INDUSTRIES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Fifth Supplemental Indenture)
CEDARAPIDS, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
STANDARD XXXXXX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
STANDARD XXXXXX PRODUCTS, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
BL-PEGSON (USA), INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
XXXXXXX AMERICA, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Fifth Supplemental Indenture)
XXXXXXX ENGINEERING, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
EARTHKING, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Secretary
FINLAY HYDRASCREEN USA, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
POWERSCREEN HOLDINGS USA, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
POWERSCREEN INTERNATIONAL LLC
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Fifth Supplemental Indenture)
POWERSCREEN NORTH AMERICA, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
POWERSCREEN USA, LLC
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
XXXXX INDUSTRIES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX XXXXXXX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
CMI CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
