TEREX CORPORATION, as Issuer THE SUBSIDIARY GUARANTORS NAMED HEREIN, as Subsidiary Guarantors
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TEREX CORPORATION,
as Issuer
THE SUBSIDIARY GUARANTORS NAMED HEREIN,
as Subsidiary Guarantors
and
THE BANK OF NEW YORK,
(as successor trustee to United States Trust Company of New York)
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of November 25, 2003
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FOURTH SUPPLEMENTAL INDENTURE
FOURTH SUPPLEMENTAL INDENTURE, dated as of November 25, 2003, among TEREX
CORPORATION, a Delaware corporation (the "Company"), the Subsidiary Guarantors
listed on the signature pages hereto and THE 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 as amended by Second
Supplemental Indenture dated as of September 30, 2002 and as further amended by
Third Supplemental Indenture dated as of March 31, 2003 (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
Terex Financial Services, Inc., Terex Utilities South, Inc. and Spinnaker
Insurance Company (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 Original Guarantors and the Trustee desire to
amend the Indenture to add each of the New Guarantors as a Subsidiary Guarantor
under the Indenture.
NOW, THEREFORE, the Company, the Original 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.
2
Section 2.02 . All terms used in this Fourth Supplemental Indenture which
are defined in the Indenture shall have the meanings specified in the Indenture,
unless the context of this Fourth Supplemental Indenture otherwise requires.
Section 2.03 . This Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth Supplemental
Indenture to be duly executed as of the date first above written.
ATTEST: TEREX CORPORATION
----------------------------- By:-----------------------------
Xxxxxxx X. Xxxxxxxxxx Name: Xxxx X Xxxxx
Assistant Secretary Title: Senior Vice President
THE BANK OF NEW YORK, AS SUCCESSOR
TRUSTEE TO UNITED STATES TRUST
ATTEST: COMPANY OF NEW YORK
----------------------------- By:-----------------------------
Name:
Title:
3
(Signature Page to Fourth 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
4
(Signature Page to Fourth 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
5
(Signature Page to Fourth 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
6
(Signature Page to Fourth 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
7
(Signature Page to Fourth 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 INCORPORATED
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
8
(Signature Page to Fourth 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
9
(Signature Page to Fourth 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 CHINA, 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
GFS COMMERCIAL LLC
by GFS National, Inc.,
its Managing Member
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
10
(Signature Page to Fourth Supplemental Indenture)
GO CREDIT CORPORATION
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
CMI DAKOTA COMPANY
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX FINANCIAL SERVICES, INC.
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
TEREX UTILITIES SOUTH, INC.
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
SPINNAKER INSURANCE COMPANY
By:_____________________
Name: Xxxx X Xxxxx
Title: Vice President
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