FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of March __, 2001,
between TEREX CORPORATION, a Delaware corporation (the "Company"), the
SUBSIDIARY GUARANTORS (as defined below) 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-Ro
Corporation, Terex Mining Equipment, Inc., O & K Xxxxxxxxx & Xxxxxx, Inc., The
American Crane Corporation, Amida Industries, Inc., and Cedarapids, Inc. as
guarantors (collectively, the "Subsidiary Guarantors"), and the Trustee are
parties to an Indenture dated as of March 31, 1998, as amended by First
Supplemental Indenture dated as of September 23, 1998, and as further amended by
Second Supplemental Indenture dated as of April 1, 1999, and as further amended
by Third Supplemental Indenture dated as of July 29, 1999, and as further
amended by Fourth Supplemental Indenture dated as of August 26, 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 BL-Pegson (USA), Inc., Xxxxxxx America, Inc., Xxxxxxx
Engineering, Inc., EarthKing, Inc., Finlay Hydrascreen USA, Inc., Powerscreen
Holdings USA, Inc., Powerscreen International LLC, Powerscreen North America,
Inc., Powerscreen USA, LLC, Xxxxx Industries, Inc., Standard Xxxxxx, Inc.,
Standard Xxxxxx Products, Inc. and Terex Xxxxxxx, Inc. (each individually, a
"New Subsidiary" and collectively, the "New Subsidiaries");
WHEREAS, pursuant to the terms of the Indenture, the New
Subsidiaries each have become a Restricted Subsidiary organized under the laws
of the United States and, as such, the Company is required to cause each of the
New Subsidiaries 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 the New Subsidiaries as Subsidiary
Guarantors under the Indenture.
NOW, THEREFORE, the Company, the Subsidiary Guarantors, the
New Subsidiaries 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. Each New Subsidiary agrees to be bound by 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. Each of the New Subsidiaries 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 capitalized terms used but not defined 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: Xxxx X Xxxxx
Title: Senior Vice President
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By_________________________
Name:
Title:
(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
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
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
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
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
TEREX CORPORATION
$150,000,000
8-7/8% Senior Subordinated Notes due 2008
---------------------------------
FIFTH SUPPLEMENTAL INDENTURE
Dated as of March __, 2001
--------------------------------
UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
