EXHIBIT 4.6
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture, dated as of August 1, 2003
(this "Supplemental Indenture"), between JLG OmniQuip, Inc., a Delaware
corporation (the "New Note Guarantor"), JLG Industries, Inc., a Pennsylvania
corporation (together with its successors and assigns, the "Company"), each
other Note Guarantor under the Indenture referred to below, and The Bank of New
York, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed
and delivered an Indenture, dated as of May 5, 2003 (as amended, supplemented,
waived or otherwise modified, the "Indenture"), providing for the issuance of
8-1/4 % Senior Notes Due 2008 of the Company (the "Notes");
WHEREAS, pursuant to Section 9.5 of the Indenture, the Company
is required to cause each Material Domestic Subsidiary created or acquired by
the Company to execute and deliver to the Trustee an Additional Note Guarantee
pursuant to which such Material Domestic Subsidiary will unconditionally
guarantee, jointly and severally with the other Note Guarantors, the Company's
full and prompt payment of the Obligations (as defined in the Indenture) in
respect of the Indenture and the Notes; and
WHEREAS, pursuant to Section 8.1 of the Indenture, the
Trustee, the Company and the existing Note Guarantors are authorized to execute
and deliver this Supplemental Indenture to amend or supplement the Indenture,
without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the New Note Guarantor, the Company, each other Note Guarantor and
the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders as follows:
Article I
Definitions
Section 1.1. Defined Terms. Unless otherwise defined in this
Supplemental Indenture, terms defined in the Indenture are used herein as
therein defined.
Article II
Agreement to be Bound; Guarantee
Section 2.1. Agreement to be Bound. The New Note Guarantor
hereby becomes a party to the Indenture as a Note Guarantor and as such will
have all of the rights and be subject to all of the obligations and agreements
of a Note Guarantor under the Indenture. The New Note Guarantor hereby agrees to
be bound by all of the provisions of the Indenture applicable to a
Note Guarantor and to perform all of the obligations and agreements of a Note
Guarantor under the Indenture.
Section 2.2. Guarantee. The New Note Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Note Guarantor, to each Holder of
the Notes and the Trustee, the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the Obligations, all
as more fully set forth in Article IX of the Indenture.
Article III
Miscellaneous
Section 3.1. Notices. Any notice or communication delivered to
the Company under the provisions of the Indenture shall constitute notice to the
New Note Guarantor.
Section 3.2. Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture, the Indenture or any
provision herein or therein contained.
Section 3.3. Governing Law. This Supplemental Indenture shall
be governed by the provisions set forth in Section 10.8 of the Indenture.
Section 3.4. Severability. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.
Section 3.5. Ratification of Indenture; Supplemental Indenture
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby. The Trustee makes
no representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.
Section 3.6. Duplicate and Counterpart Originals. The parties
may sign any number of copies of this Supplemental Indenture. One signed copy is
enough to prove this Supplemental Indenture. This Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be an
original, but all of them together represent the same agreement.
Section 3.7. Headings. The headings of the Articles and
Sections in this Supplemental Indenture have been inserted for convenience of
reference only, are not intended to be considered as a part hereof and shall not
modify or restrict any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed as of the date first above written.
JLG INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President/General
Counsel
JLG OMNIQUIP, INC.,
as the New Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
JLG EQUIPMENT SERVICES, INC.,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
JLG MANUFACTURING LLC.,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President/General
Counsel
XXXXXX INTERNATIONAL, INC.,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
GRADALL INDUSTRIES, INC.,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE GRADALL COMPANY,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
ACCESS FINANCIAL SOLUTIONS, INC.,
as a Note Guarantor
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Treasurer
