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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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THIRD SUPPLEMENTAL INDENTURE
Dated as of November 25, 2003
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THIRD SUPPLEMENTAL INDENTURE
THIRD 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., The American Crane
Corporation and CMI Corporation, as guarantors (collectively, the "Original
Guarantors"), and the Trustee are parties to an Indenture, dated as of December
17, 2001, as amended by First Supplemental Indenture dated as of September 30,
2002 and as further amended by Second 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 9-1/4%
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.
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Section 2.02. All terms used in this Third 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 Third 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 Third 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 Third 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 Third 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 Third Supplemental
Indenture to be duly executed as of the date first above written.
ATTEST: TEREX CORPORATION
_____________________ By:
---------------------
Jeffrey A. Gershowitz Name: Eric I Cohen
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:
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(Signature Page to Third Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
PAYHAULER CORP.
By:___________________________
Name: Eric I Cohen
Title: Vice President
PPM CRANES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX CRANES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX MINING EQUIPMENT, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
TEREX-RO CORPORATION
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX-TELELECT, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
THE AMERICAN CRANE CORPORATION
By:___________________________
Name: Eric I Cohen
Title: Vice President
O&K ORENSTEIN & KOPPEL, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
AMIDA INDUSTRIES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
CEDARAPIDS, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
STANDARD HAVENS, INC.
By:___________________________
Name: Eric I Cohen
Title: Senior Vice President
STANDARD HAVENS PRODUCTS, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
BL-PEGSON (USA), INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
BENFORD AMERICA, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
COLEMAN ENGINEERING, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
EARTHKING, INC.
By:___________________________
Name: Eric I Cohen
Title: Secretary
FINLAY HYDRASCREEN USA, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
POWERSCREEN HOLDINGS USA, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
POWERSCREEN INTERNATIONAL LLC
by Powerscreen North America, Inc.,
its Managing Member
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
POWERSCREEN NORTH AMERICA, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
POWERSCREEN USA, LLC
by Powerscreen Holding USA Inc.,
its Managing Member
By:___________________________
Name: Eric I Cohen
Title: Vice President
ROYER INDUSTRIES, INC.
By:___________________________
Name: Eric I Cohen
Title: Secretary
TEREX BARTELL, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
CMI TEREX CORPORATION
By:___________________________
Name: Eric I Cohen
Title: Vice President
CMIOIL CORPORATION
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
PRODUCT SUPPORT, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
SCHAEFF, INCORPORATED
By:___________________________
Name: Eric I Cohen
Title: Vice President
FUCHS TEREX, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
TELELECT SOUTHEAST DISTRIBUTION, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
UTILITY EQUIPMENT, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX ADVANCE MIXER, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX UTILITIES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
GENIE HOLDINGS, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GENIE ACCESS SERVICES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GENIE INDUSTRIES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GENIE FINANCIAL SERVICES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GFS NATIONAL, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GENIE MANUFACTURING, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GENIE CHINA, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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(Signature Page to Third Supplemental Indenture)
GENIE INTERNATIONAL, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
LEASE SERVICING & FUNDING CORP.
By:___________________________
Name: Eric I Cohen
Title: Vice President
GFS COMMERCIAL LLC
by GFS National, Inc.,
its Managing Member
By:___________________________
Name: Eric I Cohen
Title: Vice President
GO CREDIT CORPORATION
By:___________________________
Name: Eric I Cohen
Title: Vice President
CMI DAKOTA COMPANY
By:___________________________
Name: Eric I Cohen
Title: Vice President
TEREX FINANCIAL SERVICES, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
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TEREX UTILITIES SOUTH, INC.
By:___________________________
Name: Eric I Cohen
Title: Vice President
SPINNAKER INSURANCE COMPANY
By:___________________________
Name: Eric I Cohen
Title: Vice President
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