SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 2002, between
TEREX CORPORATION, a Delaware corporation (the "Company"), and BANK OF NEW YORK
(AS SUCCESSOR TRUSTEE TO 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 29, 2001, as amended by
First Supplemental Indenture dated as of October 1, 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 10-3/8% Senior Subordinated Notes
due 2011 (the "Notes");
WHEREAS, the Company has acquired all of the outstanding capital stock of
CMI Dakota Company, CMIOIL Corporation, Product Support, Inc., Schaeff, Inc.,
Xxxxx Terex, Inc., Telelect Southeast Distribution, Inc. (f/k/a EPAC Holdings,
Inc.), Utility Equipment, Inc., Terex Advance Mixer, Inc., Terex Utilities,
Inc., Genie Holdings, Inc., Genie Access Services, Inc., Genie Industries, Inc.,
Genie Financial Services, Inc., GFS National, Inc., Genie Manufacturing, Inc.,
Genie USA Trading, Inc., Genie International, Inc., Lease Servicing & Funding
Corp., GFS Commercial LLC, Genie Portfolio Management, LLC, Genie Lease
Management LLC and Go Credit Corporation (collectively referred to as the "New
Guarantors" and individually as a "New Guarantor");
WHEREAS, pursuant to the terms of the Indenture, the New Guarantors have
become Restricted Subsidiaries organized under the laws of the United States
and, as such, the Company is required to cause the New Guarantors 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 Guarantors as a Subsidiary
Guarantor under the Indenture.
NOW, THEREFORE, the Company, the Subsidiary
Guarantors, the New Guarantors 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 Guarantor 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. Each New Guarantor 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:__________________________
Name: Xxxx X Xxxxx
ATTEST: Title: Senior Vice President
--------------------
Xxxxxxx X. Xxxxxxxxxx
Assistant Secretary
BANK OF NEW YORK, as Trustee
By_________________________
Name:
ATTEST: Title:
---------------------
(Signature Page to Second 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 Seocnd 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
CEDARAPIDS, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Second Supplemental Indenture)
STANDARD XXXXXX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Senior 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
(Signature Page to Second Supplemental Indenture)
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 Powerscreen North America, Inc.,
its Managing Member
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
POWERSCREEN NORTH AMERICA, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
POWERSCREEN USA, LLC
by Powerscreen Holding USA Inc.,
its Managing Member
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
XXXXX INDUSTRIES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Secretary
(Signature Page to Second Supplemental Indenture)
TEREX XXXXXXX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
CMI TEREX CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
CMIOIL CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
PRODUCT SUPPORT, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
SCHAEFF, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
XXXXX TEREX, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TELELECT SOUTHEAST DISTRIBUTION, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Second Supplemental Indenture)
UTILITY EQUIPMENT, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX ADVANCE MIXER, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX UTILITIES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE HOLDINGS, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE ACCESS SERVICES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE INDUSTRIES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE FINANCIAL SERVICES, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Second Supplemental Indenture)
GFS NATIONAL, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE MANUFACTURING, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE USA TRADING, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GENIE INTERNATIONAL, INC.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
LEASE SERVICING & FUNDING CORP.
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
(Signature Page to Second Supplemental Indenture)
GENIE LEASE MANAGEMENT LLC
by GFS National, Inc.,
its Managing Member
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
GO CREDIT CORPORATION
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
CMI DAKOTA COMPANY
By:___________________________
Name: Xxxx X Xxxxx
Title: Vice President
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TEREX CORPORATION
$300,000,000
10-3/8% Senior Subordinated Notes due 2011
---------------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of September 30, 2002
--------------------------------
THE BANK OF NEW YORK, AS SUCCESSOR TRUSTEE TO
UNITED STATES TRUST COMPANY OF NEW YORK
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
