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TEREX CORPORATION
$100,000,000
8-7/8% Senior Subordinated Notes due 2008
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THIRD SUPPLEMENTAL INDENTURE
Dated as of August 26, 1999
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UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
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THIRD SUPPLEMENTAL INDENTURE, dated as of August 26, 1999,
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., O & K Xxxxxxxxx &
Xxxxxx, Inc., The American Crane Corporation and Amida Industries, Inc., as
guarantors (collectively, the "Subsidiary 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 (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 Cedarapids, Inc. ("Cedarapids");
WHEREAS, pursuant to the terms of the Indenture, Cedarapids
has become a Restricted Subsidiary organized under the laws of the United States
and, as such, the Company is required to cause Cedarapids 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 Cedarapids as a Subsidiary
Guarantor under the Indenture.
NOW, THEREFORE, the Company, the Subsidiary Guarantors,
Cedarapids 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. Cedarapids 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. Cedarapids 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 Third Supplemental Indenture which
are defined in the Indenture shall have the meanings specified in the Indenture,
unless the context of this Third Supplemental Indenture otherwise requires.
Section 2.03. This Third 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 Third 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 Third 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 Third 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 Third
Supplemental Indenture to be duly executed as of the date first above written.
TEREX CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Corporate Finance
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
ATTEST: Title: Vice President
/s/ Xxxxxxx Xxxxxxx
(Signature Page to Third Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
PPM CRANES, INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
TEREX-TELELECT INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
TEREX AERIALS INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
(Signature Page to Third Supplemental Indenture)
THE AMERICAN CRANE CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
TEREX-RO CORPORATION
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
TEREX CRANES, INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
PAYHAULER CORP.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
(Signature Page to Third Supplemental Indenture)
CEDARAPIDS, INC.
By:/s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
Xxxx X Xxxxx, Secretary
