EXHIBIT 4.5
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TEREX CORPORATION
$150,000,000
8-7/8% Senior Subordinated Notes due 2008
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SECOND SUPPLEMENTAL INDENTURE
Dated as of April 1, 1999
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UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 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. and The American Crane
Corporation, as guarantors (collectively, the "Original Guarantors"), and the
Trustee are parties to an Indenture, dated as of March 31, 1998 and amended by
First Supplemental Indenture dated as of September 23, 1998 (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 Amida Industries, Inc. (Amida");
WHEREAS, pursuant to the terms of the Indenture, Amida has
become a Restricted Subsidiary organized under the laws of the United States
and, as such, the Company is required to cause Amida 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 Amida as a Subsidiary Guarantor
under the Indenture.
NOW, THEREFORE, the Company, the Subsidiary Guarantors, Amida
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. Amida 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. Amida 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 Second Supplemental Indenture
which are defined in the Indenture shall have the meanings specified in the
Indenture, unless the context of this Second Supplemental Indenture otherwise
requires.
Section 2.03. This Second 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 Second 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 Second 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 Second 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 Second
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
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Xxxx X Xxxxx, Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By_________________________
Name:
ATTEST: Title:
/s/ Xxxx X Xxxxx
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(Signature Page to Second Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
PPM CRANES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
TEREX-TELELECT INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
TEREX AERIALS INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
(Signature Page to Second Supplemental Indenture)
THE AMERICAN CRANE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
TEREX-RO CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
TEREX CRANES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President and Treasurer
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
PAYHAULER CORP.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President and Treasurer
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
(Signature Page to Second Supplemental Indenture)
PROGRESSIVE COMPONENTS INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Vice President-Finance
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
AMIDA INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
ATTEST: Title: Treasurer
/s/ Xxxx X Xxxxx
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Xxxx X Xxxxx, Secretary
