THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE, dated as of March 31, 2003,
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 the Subsidiary Guarantors (as
defined therein) 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, and as further amended by Second Supplemental Indenture as of September
30, 2002 (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., Commercial Body Corporation and
Combatel Distribution, Inc. (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 Supplemental Indenture which are
defined in the Indenture shall have the meanings specified in the Indenture,
unless the context of this Third Supplemental Indenture otherwise requires.
Section 2.03. This 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 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 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 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 Supplemental
Indenture to be duly executed as of the date first above written.
TEREX CORPORATION
By:__________________________
Name: Eric I Cohen
ATTEST: Title: Senior Vice President
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Jeffrey A. Gershowitz
Assistant Secretary
BANK OF NEW YORK, as Trustee
By_________________________
Name:
ATTEST: Title:
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(Signature Page to Third Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
PAYHAULER CORP.
PPM CRANES, INC.
TEREX CRANES, INC.
TEREX MINING EQUIPMENT, INC.
TEREX-RO CORPORATION
TEREX-TELELECT, INC.
THE AMERICAN CRANE CORPORATION
O&K ORENSTEIN & KOPPEL, INC.
AMIDA INDUSTRIES, INC.
CEDARAPIDS, INC.
STANDARD HAVENS, INC.
STANDARD HAVENS PRODUCTS, INC.
BL-PEGSON USA, INC.
BENFORD AMERICA, INC.
COLEMAN ENGINEERING, INC.
EARTHKING, INC.
FINLAY HYDRASCREEN USA, INC.
POWERSCREEN HOLDINGS USA, INC.
POWERSCREEN INTERNATIONAL LLC by
Powerscreen North America, Inc.,
its Managing Member
POWERSCREEN NORTH AMERICA, INC.
POWERSCREEN USA, LLC by
Powerscreen Holding USA LLC,
its Managing Member
ROYER INDUSTRIES, INC.
TEREX BARTELL, INC.
CMI TEREX CORPORATION
CMIOIL CORPORATION
PRODUCT SUPPORT, INC.
SCHAEFF, INC.
FUCHS TEREX, INC.
TELELECT SOUTHEAST DISTRIBUTION, 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 CHINA, INC.
GENIE INTERNATIONAL, INC.
LEASE SERVICING & FUNDING CORP.
GFS COMMERCIAL LLC
by GFS National, Inc. its Managing Member
GO CREDIT CORPORATION
CMI DAKOTA COMPANY
By:_______________________________
Name: Eric I Cohen
Title: Vice President
(Signature Page to Third Supplemental Indenture)
NEW GUARANTORS:
TEREX FINANCIAL SERVICES, INC.
By_______________________________
Name: Eric I Cohen
Title: Vice President
COMMERCIAL BODY CORPORATION
By_______________________________
Name: Eric I Cohen
Title: Vice President
COMBATEL DISTRIBUTION, INC.
By_______________________________
Name: Eric I Cohen
Title: Vice President
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TEREX CORPORATION
$300,000,000
10-3/8% Senior Subordinated Notes due 2011
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THIRD SUPPLEMENTAL INDENTURE
Dated as of March 31, 2003
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THE BANK OF NEW YORK, AS SUCCESSOR TRUSTEE TO
UNITED STATES TRUST COMPANY OF NEW YORK
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