SUPPLEMENT NO. 1 (this “
Supplement ”) dated as of June 25, 2008, to the
Guarantee and Collateral Agreement dated as of July 14, 2006 (the
“ Guarantee and Collateral Agreement ”),
among TEREX CORPORATION, a Delaware corporation (“
Terex ”), each Subsidiary of Terex from time to
time party thereto (each such Subsidiary individually a “
Subsidiary Guarantor ” and collectively, the
“ Subsidiary Guarantors ”) and CREDIT
SUISSE (“ Credit Suisse ”), as collateral
agent (in such capacity, the “ Collateral Agent
”) for the Secured Parties (as defined therein).
A. Reference is made to the Credit
Agreement dated as of July 14, 2006 (as amended, supplemented or
otherwise modified from time to time, the “ Credit
Agreement ”), among Terex, New Terex Holdings UK
Limited, a limited company organized under the laws of England,
Terex International Financial Services Company, a company organized
under the laws of the Republic of Ireland, Terex Mining Australia
Pty Ltd, a company organized under the laws of Australia and
registered in New South Wales, Australia, Terex Italia S.R.L., a
company organized under the laws of the Republic of Italy, the
lenders from time to time party thereto (the “
Lenders ”), and Credit Suisse, as
administrative agent for the Lenders and as Collateral
Agent.
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement or the Guarantee and Collateral
Agreement referred to therein, as applicable.
C. The Subsidiary Guarantors have
entered into the Guarantee and Collateral Agreement in order to
induce the Lenders to make Loans and the Issuing Banks to issue
Letters of Credit. Section 7.16 of the Guarantee and
Collateral Agreement provides that additional Subsidiaries of Terex
may become Subsidiary Guarantors under the Guarantee and Collateral
Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiaries (each such Subsidiary
individually a “ New Subsidiary ” and
collectively, the “ New Subsidiaries ”)
are executing this Supplement to become Subsidiary Guarantors under
the Guarantee and Collateral Agreement in order to induce the
Lenders to make additional Loans and the Issuing Banks to issue
additional Letters of Credit and as consideration for Loans
previously made and Letters of Credit previously issued.
D. The parties hereto acknowledge
the prior release of all the Collateral pursuant to Section 9.20 of
the Credit Agreement and, accordingly, agree that upon execution of
this Supplement, the New Subsidiaries shall become Subsidiary
Guarantors only, and shall not be deemed to have granted a Lien in
any of
