EXHIBIT 4.9
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TEREX CORPORATION
$100,000,000
8-7/8% Senior Subordinated Notes due 2008
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SECOND SUPPLEMENTAL INDENTURE
Dated as of July 30, 1999
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UNITED STATES TRUST COMPANY OF NEW YORK,
Trustee
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of July 30, 1999,
between TEREX CORPORATION, a Delaware corporation (the "Company"), and UNITED
STATES TRUST COMPANY OF NEW YORK, a New York banking corporation, as trustee
(the "Trustee").
WHEREAS, the Company, and Terex Cranes, Inc., Koehring Cranes,
Inc., PPM Cranes, Inc., Payhauler Corp., Terex-Telelect Inc., Progressive
Components, Inc., Terex Aerials, Inc., Terex-Ro Corporation, Terex Mining
Equipment, Inc., O & K Orenstein & Koppel, Inc., The American Crane Corporation
and Amida Industries, Inc., as guarantors (collectively, the "Subsidiary
Guarantors"), and the Trustee are parties to an Indenture dated as of March 9,
1999, as amended by First Supplemental Indenture dated as of April 1, 1999 (said
Indenture, as it may heretofore or hereafter from time to time be amended, the
"Indenture") providing for the issuance of the Company's 8-7/8% Senior
Subordinated Notes due 2008 (the "Notes");
WHEREAS, the Company desires to correct a defect or
inconsistency which does not adversely affect the rights of any Holder in any
material respect as provided for in Section 9.01(1) of the Indenture; and
WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee desire to enter into this Second Supplemental Indenture.
NOW, THEREFORE, the Company, the Subsidiary 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. The proviso contained in Section 2.15(2) shall be deleted
in its entirety and replaced with the following: "provided, however, that no
Additional Notes may be issued at a price which would cause such Additional
Notes to have "original issue discount" (within the meaning of Section 1273 of
the Code) materially different from that attributed to the Notes issued on March
9, 1999."
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: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Corporate Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By_________________________
Name:
ATTEST: Title:
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(Signature Page to Second Supplemental Indenture)
SUBSIDIARY GUARANTORS:
KOEHRING CRANES, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
PPM CRANES, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
TEREX-TELELECT INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
TEREX AERIALS INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
(Signature Page to Second Supplemental Indenture)
THE AMERICAN CRANE CORPORATION
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
TEREX-RO CORPORATION
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
TEREX CRANES, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President and Treasurer
/s/ Eric I Cohen
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Eric I Cohen, Secretary
PAYHAULER CORP.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President and Treasurer
/s/ Eric I Cohen
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Eric I Cohen, Secretary
(Signature Page to Second Supplemental Indenture)
PROGRESSIVE COMPONENTS INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Vice President-Finance
/s/ Eric I Cohen
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Eric I Cohen, Secretary
AMIDA INDUSTRIES, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Treasurer
/s/ Eric I Cohen
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Eric I Cohen, Secretary
TEREX MINING EQUIPMENT, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Treasurer
/s/ Eric I Cohen
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Eric I Cohen, Secretary
O & K ORENSTEIN & KOPPEL, INC.
By: /s/ Joseph F. Apuzzo
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Name: Joseph F. Apuzzo
ATTEST: Title: Treasurer
/s/ Eric I Cohen
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Eric I Cohen, Secretary