-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 DgjA5CntiC0I7MmUkJCSQQPywyOiYonPjCIy6LHyuOsZZ9i2XHBI7NNEnc7TgjXs
 ipg85rCkT+FCwddPx9khfw==

<SEC-DOCUMENT>0000950138-04-000038.txt : 20040122
<SEC-HEADER>0000950138-04-000038.hdr.sgml : 20040122
<ACCEPTANCE-DATETIME>20040122163212
ACCESSION NUMBER:		0000950138-04-000038
CONFORMED SUBMISSION TYPE:	S-4
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20040122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMI DAKOTA CO
		CENTRAL INDEX KEY:			0001273934
		STATE OF INCORPORATION:			SD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-35
		FILM NUMBER:		04537643

	BUSINESS ADDRESS:	
		STREET 1:		I 40 & MORGAN ROAD
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMIOIL CORP
		CENTRAL INDEX KEY:			0001273935
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-34
		FILM NUMBER:		04537642

	BUSINESS ADDRESS:	
		STREET 1:		I 40 & MORGAN ROAD
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEDARAPIDS INC
		CENTRAL INDEX KEY:			0001142469

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-17
		FILM NUMBER:		04537620

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDARD HAVENS INC /
		CENTRAL INDEX KEY:			0001142470

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-16
		FILM NUMBER:		04537619

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANDARD HAVENS PRODUCTS INC
		CENTRAL INDEX KEY:			0001142471

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-48
		FILM NUMBER:		04537658

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BL PEGSON USA INC
		CENTRAL INDEX KEY:			0001142472

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-47
		FILM NUMBER:		04537657

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BENFORD AMERICA INC
		CENTRAL INDEX KEY:			0001142473

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-46
		FILM NUMBER:		04537656

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COLEMAN ENGINEERING INC
		CENTRAL INDEX KEY:			0001142474

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-45
		FILM NUMBER:		04537655

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FINLAY HYDRASCREEN USA INC
		CENTRAL INDEX KEY:			0001142475

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-44
		FILM NUMBER:		04537654

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EARTHKING INC
		CENTRAL INDEX KEY:			0001142476

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-43
		FILM NUMBER:		04537653

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POWERSCREEN HOLDING USA INC
		CENTRAL INDEX KEY:			0001142477

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-42
		FILM NUMBER:		04537651

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POWERSCREEN INTERNATIONAL LLC
		CENTRAL INDEX KEY:			0001142478

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-41
		FILM NUMBER:		04537650

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POWERSCREEN NORTH AMERICA INC
		CENTRAL INDEX KEY:			0001142479

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-40
		FILM NUMBER:		04537649

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			POWERSCREEN USA LLC
		CENTRAL INDEX KEY:			0001142480

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-39
		FILM NUMBER:		04537648

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROYER INDUSTRIES INC
		CENTRAL INDEX KEY:			0001142481

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-38
		FILM NUMBER:		04537647

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX BARTELL INC
		CENTRAL INDEX KEY:			0001142482

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-37
		FILM NUMBER:		04537646

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST SUITE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX UTILITIES INC
		CENTRAL INDEX KEY:			0001273956
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-04
		FILM NUMBER:		04537595

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX UTILITIES SOUTH INC
		CENTRAL INDEX KEY:			0001273957
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-03
		FILM NUMBER:		04537594

	BUSINESS ADDRESS:	
		STREET 1:		142 GEMBLER ROAD
		CITY:			SAN ANTONIO
		STATE:			TX
		ZIP:			78219
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UTILITY EQUIPMENT INC
		CENTRAL INDEX KEY:			0001273958
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-02
		FILM NUMBER:		04537593

	BUSINESS ADDRESS:	
		STREET 1:		12805 SW 77TH PLACE
		CITY:			TIGAR
		STATE:			OR
		ZIP:			97223
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX FINANCIAL SERVICES INC
		CENTRAL INDEX KEY:			0001273961
		STATE OF INCORPORATION:			OR
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-01
		FILM NUMBER:		04537592

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GO CREDIT CORP
		CENTRAL INDEX KEY:			0001273948
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-11
		FILM NUMBER:		04537610

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCHAEFF INC
		CENTRAL INDEX KEY:			0001273953
		STATE OF INCORPORATION:			IA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-07
		FILM NUMBER:		04537599

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TELELECT SOURTHEAST DISTRIBUTION INC
		CENTRAL INDEX KEY:			0001273954
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-06
		FILM NUMBER:		04537598

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FUCHS TEREX INC
		CENTRAL INDEX KEY:			0001273936
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-33
		FILM NUMBER:		04537641

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE ACCESS SERVICES INC
		CENTRAL INDEX KEY:			0001273937
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-32
		FILM NUMBER:		04537639

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE CHINA INC
		CENTRAL INDEX KEY:			0001273938
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-31
		FILM NUMBER:		04537638

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE FINANCIAL SERVICES INC
		CENTRAL INDEX KEY:			0001273939
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-30
		FILM NUMBER:		04537637

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE HOLDINGS INC
		CENTRAL INDEX KEY:			0001273940
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-29
		FILM NUMBER:		04537636

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE INDUSTRIES INC
		CENTRAL INDEX KEY:			0001273942
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-28
		FILM NUMBER:		04537635

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE INTERNATIONAL INC
		CENTRAL INDEX KEY:			0001273943
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-15
		FILM NUMBER:		04537618

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GENIE MANUFACTURING INC
		CENTRAL INDEX KEY:			0001273944
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-14
		FILM NUMBER:		04537615

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GFS COMMERCIAL LLC
		CENTRAL INDEX KEY:			0001273946
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-13
		FILM NUMBER:		04537614

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GFS NATIONAL INC
		CENTRAL INDEX KEY:			0001273947
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-12
		FILM NUMBER:		04537612

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEASE SERVICING & FUNDING CORP
		CENTRAL INDEX KEY:			0001273949
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-10
		FILM NUMBER:		04537606

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PRODUCT SUPPORT INC
		CENTRAL INDEX KEY:			0001273951
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-09
		FILM NUMBER:		04537602

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SPINNAKER INSURANCE CO
		CENTRAL INDEX KEY:			0001273952
		STATE OF INCORPORATION:			VT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-08
		FILM NUMBER:		04537601

	BUSINESS ADDRESS:	
		STREET 1:		18430 NE 76TH ST
		CITY:			REDMOND
		STATE:			VA
		ZIP:			98052
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX ADVANCE MIXER INC
		CENTRAL INDEX KEY:			0001273955
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-05
		FILM NUMBER:		04537596

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX TELELECT INC
		CENTRAL INDEX KEY:			0001088588
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				411603748
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-18
		FILM NUMBER:		04537621

	BUSINESS ADDRESS:	
		STREET 1:		ATLANTIC CENTER FOR BUSINESS & INDUSTRY
		STREET 2:		HIGHWAY 501 EAST
		CITY:			CONWAY
		STATE:			SC
		ZIP:			29526
		BUSINESS PHONE:		8033496900

	MAIL ADDRESS:	
		STREET 1:		600 OAKWOOD ROAD
		CITY:			WATERTOWN
		STATE:			SD
		ZIP:			57201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX CORP
		CENTRAL INDEX KEY:			0000097216
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				341531521
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097
		FILM NUMBER:		04537591

	BUSINESS ADDRESS:	
		STREET 1:		500 POST ROAD EAST
		STREET 2:		STE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

	MAIL ADDRESS:	
		STREET 1:		500 POST ROAD EAST
		STREET 2:		STE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACK MAMMOTH CONSOLIDATED MINING CO
		DATE OF NAME CHANGE:	19671002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX CRANES INC
		CENTRAL INDEX KEY:			0001088536
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				061423889
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-26
		FILM NUMBER:		04537633

	BUSINESS ADDRESS:	
		STREET 1:		500 POST ROAD EAST
		STREET 2:		C/O TEREX CORP
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PPM CRANES INC
		CENTRAL INDEX KEY:			0001088540
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				391611683
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-36
		FILM NUMBER:		04537644

	BUSINESS ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST RD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

	MAIL ADDRESS:	
		STREET 1:		ATLANTIC CENTER FOR BUSINESS AND INDUSTR
		STREET 2:		HIGHWAY 501 EAST
		CITY:			CONWAY
		STATE:			SC
		ZIP:			29526

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KOEHRING CRANES INC
		CENTRAL INDEX KEY:			0001088541
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				061423888
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-25
		FILM NUMBER:		04537631

	BUSINESS ADDRESS:	
		STREET 1:		106 12TH ST SE
		CITY:			WAVERLY
		STATE:			IA
		ZIP:			50677
		BUSINESS PHONE:		3193523920

	MAIL ADDRESS:	
		STREET 1:		106 12TH STREET S.E.
		CITY:			WAVERLY
		STATE:			IA
		ZIP:			50677

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX-RO CORP
		CENTRAL INDEX KEY:			0001088543
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		STATE OF INCORPORATION:			KS
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-24
		FILM NUMBER:		04537628

	BUSINESS ADDRESS:	
		STREET 1:		550 OLD HIGHWAY 56
		CITY:			OLATHE
		STATE:			KS
		ZIP:			66061
		BUSINESS PHONE:		9137821200

	MAIL ADDRESS:	
		STREET 1:		550 OLD HGWY 56
		CITY:			OLATHE
		STATE:			KS
		ZIP:			66061

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX MINING EQUIPMENT INC
		CENTRAL INDEX KEY:			0001088546
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				061503634
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-23
		FILM NUMBER:		04537626

	BUSINESS ADDRESS:	
		STREET 1:		500 POST RD EAST
		STREET 2:		C/O TEREX CORP
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

	MAIL ADDRESS:	
		STREET 1:		C/O TEREX CORP
		STREET 2:		500 POST ROAD EAST
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TEREX MINING EQUIPMENT INC
		DATE OF NAME CHANGE:	19990610

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			O&K ORENSTEIN & KOPPEL INC
		CENTRAL INDEX KEY:			0001088547
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				582084520
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-22
		FILM NUMBER:		04537625

	BUSINESS ADDRESS:	
		STREET 1:		5400 SOUTH 49TH WEST AVE
		CITY:			TULSA
		STATE:			OK
		ZIP:			74107
		BUSINESS PHONE:		9184465581

	MAIL ADDRESS:	
		STREET 1:		5400 SOUTH 49TH WEST AVENUE
		CITY:			TULSA
		STATE:			OK
		ZIP:			74107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMI CORP
		CENTRAL INDEX KEY:			0000021157
		STANDARD INDUSTRIAL CLASSIFICATION:	CONSTRUCTION MACHINERY & EQUIP [3531]
		IRS NUMBER:				730519810
		STATE OF INCORPORATION:			OK
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-27
		FILM NUMBER:		04537634

	BUSINESS ADDRESS:	
		STREET 1:		I 40 & MORGAN RD
		STREET 2:		P O BOX 1985
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101
		BUSINESS PHONE:		4057876020

	MAIL ADDRESS:	
		STREET 1:		I 40 & MORGAN RD
		STREET 2:		P O BOX 1985
		CITY:			OKLAHOMA CITY
		STATE:			OK
		ZIP:			73101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PAYHAULER CORP
		CENTRAL INDEX KEY:			0001088548
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				363195008
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-21
		FILM NUMBER:		04537624

	BUSINESS ADDRESS:	
		STREET 1:		5400 SOUTH 49TH WEST AVE
		CITY:			TULSA
		STATE:			OK
		ZIP:			74107
		BUSINESS PHONE:		9184465581

	MAIL ADDRESS:	
		STREET 1:		5400 SOUTH 49TH WEST AVE
		CITY:			TULSA
		STATE:			OK
		ZIP:			74107

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN CRANE CORP
		CENTRAL INDEX KEY:			0001088549
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				561570091

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-20
		FILM NUMBER:		04537623

	BUSINESS ADDRESS:	
		STREET 1:		202 RALEIGH ST
		CITY:			WILMINGTON
		STATE:			NC
		ZIP:			28412
		BUSINESS PHONE:		9103958500

	MAIL ADDRESS:	
		STREET 1:		202 RALEIGH STREET
		CITY:			WILMINGTON
		STATE:			NC
		ZIP:			28412

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMIDA INDUSTRIES INC
		CENTRAL INDEX KEY:			0001088550
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				570531930
		STATE OF INCORPORATION:			SC
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-4
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-112097-19
		FILM NUMBER:		04537622

	BUSINESS ADDRESS:	
		STREET 1:		590 HUEY RD
		CITY:			ROCK HILL
		STATE:			SC
		ZIP:			29730
		BUSINESS PHONE:		8033243011

	MAIL ADDRESS:	
		STREET 1:		590 HUEY ROAD
		CITY:			ROCK HILL
		STATE:			SC
		ZIP:			29730
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4
<SEQUENCE>1
<FILENAME>dec_s-4.txt
<DESCRIPTION>\TEREX\2003 FILINGS\DECEMBER S-4\
<TEXT>
    As filed with the Securities and Exchange Commission on January 22, 2004.
                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                               TEREX CORPORATION
             (Exact name of Registrant as specified in its charter)

         Delaware                       3550                    34-1531521
(State or other jurisdiction     (Primary standard           (I.R.S. employer
   of incorporation or        industrial classification      identification no.)
      organization)                 code number)

                               500 Post Road East
                          Westport, Connecticut 06880
                                 (203) 222-7170
              (Address, including zip code, and telephone number,
       including area code, of Registrant's principal executive offices)

                               Eric I Cohen, Esq.
                               Terex Corporation
                               500 Post Road East
                          Westport, Connecticut 06880
                                 (203) 222-7170
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                with a copy to:
                                 Bryan Cave LLP
                          1290 Avenue of the Americas
                            New York, New York 10104
                       Attention: Stuart A. Gordon, Esq.
                                 (212) 541-2000
<TABLE>
<caption>
                                                                                                    Primary
                                                                                                   Standard
                                                                              Jurisdiction of     Industrial       I.R.S. Employer
                                         Address and Telephone Number of      Incorporation/    Classification     Identification
Exact Name of Additional Registrants     Principal Executive Offices           Organization       Code Number          Number
- ------------------------------------------------------------------------------------------------------------------------------------
<s>                                     <c>                                  <c>                <c>              <c>
Terex Cranes, Inc.                                       *                       Delaware            3530            06-1513089
- ------------------------------------------------------------------------------------------------------------------------------------
CMI Terex Corporation                              P.O. Box 1985                 Oklahoma            3531            73-0519810
                                                I-40 and Morgan Road
                                           Oklahoma City, Oklahoma 73128
                                                   (405) 787-6020
- ------------------------------------------------------------------------------------------------------------------------------------
Koehring Cranes, Inc.                           106 12th Street S.E.             Delaware            3550            06-1423888
                                                Waverly, Iowa 50677
                                                   (319) 352-3920
- ------------------------------------------------------------------------------------------------------------------------------------
Terex-Telelect, Inc.                              600 Oakwood Road               Delaware            3530            41-1603748
                                           Watertown, South Dakota 57201
                                                   (605) 882-4000
- ------------------------------------------------------------------------------------------------------------------------------------
Terex-RO Corporation                            106 12th Street S.E.              Kansas             3530            44-0565380
                                                Waverly, Iowa 50677
                                                   (319) 352-3920
- ------------------------------------------------------------------------------------------------------------------------------------
Payhauler Corp.                                5400 South 49th Street            Illinois            3530            36-3195008
                                               Tulsa, Oklahoma 74107
                                                   (918) 446-5881
- ------------------------------------------------------------------------------------------------------------------------------------
The American Crane Corporation                   202 Raleigh Street           North Carolina         3530            56-1570091
                                          Wilmington, North Carolina 28412
                                                   (910) 395-8500
- ------------------------------------------------------------------------------------------------------------------------------------
Amida Industries, Inc.                             590 Huey Road              South Carolina         3530            57-0531930
                                          Rock Hill, South Carolina 29730
                                                   (803) 324-3011
- ------------------------------------------------------------------------------------------------------------------------------------
O&K Orenstein & Koppel, Inc.                   5400 South 49th Street            Delaware            3530            58-2084520
                                               Tulsa, Oklahoma 74107
                                                   (918) 446-5881
- ------------------------------------------------------------------------------------------------------------------------------------
Cedarapids, Inc.                                 909 17th Street NE                Iowa              3550            43-0332910
                                              Cedar Rapids, Iowa 52402
                                                   (319) 363-3511
- ------------------------------------------------------------------------------------------------------------------------------------
Standard Havens, Inc.                              P.O. Box 1985                 Delaware            3550            43-0913249
                                                I-40 and Morgan Road
                                           Oklahoma City, Oklahoma 73128
                                                   (405) 787-6020
- ------------------------------------------------------------------------------------------------------------------------------------
Standard Havens Products, Inc.                     P.O. Box 1985                 Delaware            3550            43-1435208
                                                I-40 and Morgan Road
                                           Oklahoma City, Oklahoma 73128
                                                   (405) 787-6020
- ------------------------------------------------------------------------------------------------------------------------------------
BL Pegson USA, Inc.                                590 Huey Road                Connecticut          3550            31-1629830
                                          Rock Hill, South Carolina 29730
                                                   (800) 324-3011
- ------------------------------------------------------------------------------------------------------------------------------------
Benford America, Inc.                              590 Huey Road                 Delaware            3550            76-0522879
                                          Rock Hill, South Carolina 29730
                                                   (803) 324-3011
- ------------------------------------------------------------------------------------------------------------------------------------
Coleman Engineering, Inc.                          590 Huey Road                 Tennessee           3550            62-0949893
                                          Rock Hill, South Carolina 29730
                                                   (803) 324-3011
- ------------------------------------------------------------------------------------------------------------------------------------
Finlay Hydrascreen USA, Inc.                    11001 Electron Drive            New Jersey           3550            22-2776883
                                             Louisville, Kentucky 40299
                                                   (502) 267-2314
- ------------------------------------------------------------------------------------------------------------------------------------
Earthking, Inc.                                          *                       Delaware            3530            06-1572433
- ------------------------------------------------------------------------------------------------------------------------------------
Powerscreen Holdings USA Inc.                            *                       Delaware            3530            61-1265609
- ------------------------------------------------------------------------------------------------------------------------------------
Powerscreen International LLC                            *                       Delaware            3530            61-1340898
- ------------------------------------------------------------------------------------------------------------------------------------
Powerscreen North America Inc.                           *                       Delaware            3530            61-1340891
- ------------------------------------------------------------------------------------------------------------------------------------
Powerscreen USA LLC                             11001 Electron Drive             Kentucky            3530            31-1515625
                                             Louisville, Kentucky 40299
                                                   (502) 267-2314
- ------------------------------------------------------------------------------------------------------------------------------------
Royer Industries, Inc.                           909 17th Street NE            Pennsylvania          3530            24-0708630
                                              Cedar Rapids, Iowa 52402
                                                   (319) 363-3511
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Bartell, Inc.                                590 Huey Road                 Delaware            3530            34-1325948
                                          Rock Hill, South Carolina 29730
                                                   (803) 324-3011
- ------------------------------------------------------------------------------------------------------------------------------------
PPM Cranes, Inc.                                106 12th Street S.E.             Delaware            3550            39-1611683
                                                Waverly, Iowa 50677
                                                   (319) 352-3920
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Mining Equipment, Inc.                             *                       Delaware            3550            06-1503634
- ------------------------------------------------------------------------------------------------------------------------------------
CMI Dakota Company                               I-40 & Morgan Road            South Dakota          3550            46-0440642
                                           Oklahoma City, Oklahoma 73101
                                                   (405) 787-6020
- ------------------------------------------------------------------------------------------------------------------------------------
CMIOIL Corporation                               I-40 & Morgan Road              Oklahoma            3550            73-1125438
                                           Oklahoma City, Oklahoma 73101
                                                   (405) 787-6020
- ------------------------------------------------------------------------------------------------------------------------------------
Fuchs Terex, Inc.                                        *                       Delaware            3550            06-1570294
- ------------------------------------------------------------------------------------------------------------------------------------
Genie Access Services, Inc.                     18340 NE 76th Street            Washington           3550            91-2073567
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie China, Inc.                               18340 NE 76th Street            Washington           3550            91-1973009
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie Financial Services, Inc.                  18340 NE 76th Street            Washington           3550            91-1712115
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie Holdings, Inc.                            18340 NE 76th Street            Washington           3550            91-1666966
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie Industries, Inc.                          18340 NE 76th Street            Washington           3550            91-0815489
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie International, Inc.                       18340 NE 76th Street            Washington           3550            91-1975116
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Genie Manufacturing, Inc.                       18340 NE 76th Street            Washington           3550            91-1499412
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
GFS Commercial LLC                              18340 NE 76th Street            Washington           3550                N/A
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
GFS National, Inc.                              18340 NE 76th Street            Washington           3550            91-1959375
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Go Credit Corporation                           18340 NE 76th Street            Washington           3550            91-1563427
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Lease Servicing & Funding Corporation           18340 NE 76th Street            Washington           3550            91-1808180
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Product Support, Inc.                           18340 NE 76th Street             Oklahoma            3550            73-1488926
                                                   P.O. Box 97030
                                             Redmond, Washington 98073
                                                   (425) 881-1800
- ------------------------------------------------------------------------------------------------------------------------------------
Spinnaker Insurance Company                              *                        Vermont            3550            03-0372517
- ------------------------------------------------------------------------------------------------------------------------------------
Schaeff Incorporated                                     *                         Iowa              3550            42-1097891
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Advance Mixer, Inc.                         7727 Freedom Way               Delaware            3550            06-1444818
                                              Ft. Wayne, Indiana 46898
                                                   (260) 497-0728
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Financial Services, Inc.                           *                       Delaware            3550            45-0497096
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Utilities, Inc.                                    *                       Delaware            3550            04-3711918
- ------------------------------------------------------------------------------------------------------------------------------------
Terex Utilities South, Inc.                         200 Eden Way                 Delaware            3550            74-3075523
                                            White House, Tennessee 37188
                                                   (605) 882-4000
- ------------------------------------------------------------------------------------------------------------------------------------
Utility Equipment, Inc.                         12805 SW 77th Place               Oregon             3550            93-0557703
                                                Tigard, Oregon 97223
                                                   (503) 620-0611
- ------------------------------------------------------------------------------------------------------------------------------------
</table>

* Address and telephone number of principal executive offices are the same as
those of Terex Corporation.

    Approximate date of commencement of proposed sale to public: As soon as
        practicable after the Registration Statement becomes effective.

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

                        CALCULATION OF REGISTRATION FEE
<table>
<caption>
- ------------------------------------------------- --------------------- ------------------ ------------------ -----------------
                                                                        Proposed Maximum   Proposed Maximum
    Title of Each Class of Securities to be           Amount to be       Offering Price        Aggregate         Amount of
                   Registered                          Registered          per Unit(1)     Offering Price(1)  Registration Fee
- ------------------------------------------------- --------------------- ------------------ ------------------ -----------------
<s>                                               <c>                   <c>                <c>                <c>
7-3/8% Senior Subordinated Notes due 2014         $300,000,000          100%               $300,000,000       $24,270
                                                  aggregate principal
                                                  amount
- ------------------------------------------------- --------------------- ------------------ ------------------ -----------------
Guarantees of the 7-3/8% Senior Subordinated        (2)                   (2)                (2)                (2)
Notes due 2014
- ------------------------------------------------- --------------------- ------------------ ------------------ -----------------
</table>

(1)  Estimated solely for purposes of calculation of the registration fee
     pursuant to Rule 457(f).

(2)  Pursuant to Rule 457(n) no separate registration fee is payable.

     The Registrant and the Co-Registrants hereby amend this Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant and the Co-Registrants shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.


<page>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities Exchange Commission is effective. This prospectus is not an offer to
sell securities and is not soliciting an offer to buy securities in any state
where the offer of sale is not permitted.

                             SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED JANUARY 22, 2004

                               OFFER TO EXCHANGE
                                all outstanding
                   7-3/8% Senior Subordinated Notes due 2014
                  ($300,000,000 principal amount outstanding)
                                      for
                   7-3/8% Senior Subordinated Notes due 2014
          Which Have Been Registered Under the Securities Act of 1933
                                       of
                               TEREX CORPORATION
        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
                           ON             , 2004, UNLESS EXTENDED

We are offering you the opportunity to exchange your 7-3/8% Senior Subordinated
Notes due 2014 for our new 7-3/8% Senior Subordinated Notes due 2014 that are
registered under the Securities Act of 1933 in the exchange offer. Your old
notes are not registered under the Securities Act of 1933. Exchanging your old
notes for new notes will provide you with notes that may be easier to sell and
transfer.

Material terms of the exchange offer are:

o    EXPIRATION. The exchange offer will expire at 5:00 p.m., New York City
     time, on        , 2004, unless we extend it.

o    EXCHANGE. We will exchange all outstanding old notes that are validly
     tendered and not validly withdrawn before the exchange offer expires.

o    TERMS OF THE NOTES. The terms of the new notes are substantially identical
     to the old notes, except that the new notes are registered under the
     Securities Act of 1933. Certain transfer restrictions and registration
     rights relating to the old notes do not apply to the new notes.

o    REPRESENTATIONS OF HOLDERS. You will be required to make various
     representations including that (1) any new notes received by you will be
     acquired in the ordinary course of business, (2) you are not participating
     in the distribution of the new notes, (3) you are not an affiliate of ours,
     and (4) you are not a broker-dealer, and if you are a broker-dealer that
     you will receive the new notes for your own account, you will deliver a
     prospectus on resale of your new notes and that you acquired your old notes
     as a result of market making activities or other trading activities.

o    WITHDRAWAL RIGHTS. You may withdraw tenders of old notes at any time before
     the exchange offer expires.

o    TAX CONSEQUENCES. We believe that the exchange of notes will not be a
     taxable event for U. S. federal income tax purposes, but you should see
     "Certain United States Federal Income Tax Consequences" on page 62 for more
     information.

o    USE OF PROCEEDS. We will not receive any proceeds from the exchange offer.

o    TRADING. There is no existing market for the new notes and we will not
     apply to list them on any securities exchange.

See "Risk Factors" beginning on page 8 for a discussion of certain risks that
should be considered by holders who tender their old notes in connection with
this exchange offer.

These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy of adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                 The date of this prospectus is         , 2004

<page>

                               TABLE OF CONTENTS

PROSPECTUS SUMMARY............................................................1
RISK FACTORS .................................................................8
FORWARD-LOOKING STATEMENTS ..................................................13
THE EXCHANGE OFFER ..........................................................14
RATIOS OF EARNINGS TO FIXED CHARGES .........................................21
USE OF PROCEEDS .............................................................21
CAPITALIZATION ..............................................................23
DESCRIPTION OF THE NEW NOTES ................................................24
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES .......................62
PLAN OF DISTRIBUTION  .......................................................63
LEGAL MATTERS ...............................................................63
EXPERTS .....................................................................63
WHERE YOU CAN FIND MORE INFORMATION .........................................64
INCORPORATION OF DOCUMENTS BY REFERENCE .....................................64
<page>
                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and may not contain all of the information that you
should consider before investing in the notes. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and notes to these statements contained or incorporated by reference
in this prospectus or in our filings with the Securities and Exchange
Commission. All references in this prospectus to "we," "us," "our," "Terex" or
the "Company" mean Terex Corporation and its subsidiaries, unless indicated
otherwise.

                                   The Company

     We are a diversified global manufacturer of a broad range of equipment for
the construction, infrastructure and surface mining industries. We are building
a growing franchise under the Terex brand name. We remain focused on our mission
of delivering products that are reliable and cost effective and producing
equipment that improves our customers' return on invested capital. Our products
are manufactured at plants in the United States, Canada, Europe, Australia, Asia
and South America, and are sold primarily through a worldwide distribution
network serving the global construction, infrastructure and surface mining
markets. We operate in five business segments: (i) Terex Construction, (ii)
Terex Cranes, (iii) Terex Roadbuilding, Utility Products and Other, (iv) Terex
Aerial Work Platforms and (v) Terex Mining.

     Our principal executive offices are located at 500 Post Road East,
Westport, Connecticut 06880, and our telephone number is (203) 222-7170.

Terex Construction

     The Terex Construction segment designs, manufactures and markets three
primary categories of equipment and their related components and replacement
parts: heavy construction equipment (including off-highway trucks and scrapers),
compact equipment (including loader backhoes, compaction equipment, mini and
midi excavators, loading machines, site dumpers, telehandlers and wheel
loaders); and mobile crushing and screening equipment (including jaw crushers,
cone crushers, washing screens and trommels). Terex Construction products are
currently marketed principally under the following brand names: Atlas Terex,
Finlay, Fuchs Terex, Pegson, Powerscreen, Terex Benford, Terex Fermec, Terex
Schaeff, Terex and TerexLift. These products are primarily used by construction,
logging, mining, industrial and government customers in construction and
infrastructure projects and supplying coal, minerals, sand and gravel.

Terex Cranes

     The Terex Cranes segment designs, manufactures and markets mobile
telescopic cranes, tower cranes, lattice boom crawler cranes, truck mounted
cranes (boom trucks) and telescopic container stackers, as well as their related
replacement parts and components. Currently, Terex Cranes products are marketed
principally under the following brand names: American, Atlas, Atlas Terex,
Bendini, Comedil, Demag, Franna, Lorain, P&H, Peiner, PPM, RO-Stinger and Terex.
These products are used primarily for construction, repair and maintenance of
infrastructure, building and manufacturing facilities.

Terex Roadbuilding, Utility Products and Other

     The Terex Roadbuilding, Utility Products and Other segment designs,
manufactures and markets crushing and screening equipment (including crushers,
impactors, screens and feeders), asphalt and concrete equipment (including
pavers, plants, mixers, reclaimers, stabilizers and profilers), utility
equipment (including digger derricks, aerial devices and cable placers), light
construction equipment (including light towers, trowels, power buggies,
generators and arrow boards), construction trailers and on/off road heavy-duty
vehicles, as well as related components and replacement parts. These products
are currently marketed principally under the following brand names: American
Truck Company, Amida, Bartell, Bid-Well, Canica, Cedarapids, Cedarapids/Standard
Havens, CMI Johnson Ross, CMI Terex, CMI-Cifali, Coleman Engineering, Grayhound,
Hi-Ranger, Jaques, Load King, Morrison, Re-Tech, Royer, Simplicity, Tatra,
Terex, Terex Advance Mixer, Terex Power, Terex Recycling and Terex Telelect.
These products are used primarily

                                       1

by government, utility and construction customers to build roads, maintain
utility lines, trim trees and for commercial and military applications.

Terex Aerial Work Platforms

     The Terex Aerial Work Platforms segment was formed upon completion of our
acquisition of Genie Holdings, Inc. and its affiliates on September 18, 2002.
The Terex Aerial Work Platforms segment designs, manufactures and markets aerial
work platforms equipment and telehandlers. Products include material lifts,
portable aerial work platforms, trailer mounted booms, articulated booms, stick
booms, scissor lifts, telehandlers, related components and replacement parts,
and other products. Terex Aerial Work Platforms products currently are marketed
principally under the Genie and Terex Handlers brand names. These products are
used primarily by customers in the construction and building maintenance
industries to lift people and/or equipment as required to build and/or maintain
large physical assets and structures.

Terex Mining

     The Terex Mining segment designs, manufactures and markets large hydraulic
excavators and high capacity surface mining trucks, related components and
replacement parts, and other products. Currently, Terex Mining products are
marketed principally under the following brand names: O&K, Payhauler, Terex and
Unit Rig. These products are used primarily by construction, mining, quarrying
and government customers in construction, excavation and supplying coal and
minerals.

                               Recent Developments

     On December 10, 2003, we announced that we had terminated discussions with
Caterpillar Inc. for the sale of our surface mining truck design and
manufacturing business and our mining truck and shovel product support
businesses (the "Businesses"). Consequently, the Businesses will no longer be
reported as discontinued operations. We previously reported the Businesses as
discontinued operations in the financial statements incorporated by reference in
this prospectus from the quarterly reports on Form 10-Q for the calendar
quarters ended June 30, 2003 and September 30, 2003. Our financial statements
incorporated by reference in this prospectus from our Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 reported the Businesses within
continuing operations. Additionally, we did not report a separate mining
business segment in our quarterly report on Form 10-Q for the calendar quarters
ended June 30, 2003 and September 30, 2003. Such segment had been reported as a
separate mining business segment in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002. The financial statements and related
financial data to be included in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2003 will report the Businesses within continuing
operations.

     Net sales for the nine months ended September 30, 2003 and 2002 totaled
$2,882.8 million and $1,946.3 million, respectively, with the inclusion of our
surface mining truck design and manufacturing business and our mining truck and
shovel product support businesses reported as continuing operations. Income from
operations for the nine months ended September 30, 2003 and 2002 totaled $54.0
million and $104.1 million, respectively, with our mining business described
previously included as continuing operations.

                                       2
<PAGE>

                     Summary of Terms of the Exchange Offer

The Exchange Offer..We are offering to exchange up to $300,000,000 aggregate
                    principal amount of our new 7-3/8% Senior Subordinated Notes
                    due 2014, or new notes, which have been registered under the
                    Securities Act of 1933, for a like amount of our outstanding
                    7-3/8% Senior Subordinated Notes due 2014, or old notes,
                    which we issued on November 25, 2003 in a private offering.
                    To exchange your old notes, you must properly tender them by
                    following the procedures under the heading "The Exchange
                    Offer" and we must accept them.

Expiration Date.....The exchange offer expires at 5:00 p.m., New York City time,
                    on            , 2004, unless we extend it.

Withdrawal Rights...You may withdraw the tender of your old notes at any time
                    before 5:00 p.m., New York City time, on the expiration
                    date. If we decide for any reason not to accept any old
                    notes for exchange, we will return your old notes without
                    expense to you promptly after the expiration or termination
                    of the exchange offer.

Conditions to the
Exchange Offer......The exchange offer is subject to customary conditions, some
                    of which we may waive. We reserve the right to terminate and
                    amend the exchange offer at any time if any such condition
                    occurs before the expiration date.

Interest Payments...The new notes will bear interest from the date issued.
                    Interest on your old notes accepted for exchange will cease
                    to accrue upon issuance of the new notes.

Procedures for
Tendering
old notes...........If you are a holder of old notes who wishes to accept the
                    exchange offer for new notes:

                    o    you must complete, sign and date the accompanying
                         Letter of Transmittal, or a facsimile thereof and mail
                         or otherwise deliver it, together with your old notes,
                         to the exchange agent at the address set forth under
                         "The Exchange Offer-Exchange Agent;" or

                    o    arrange for The Depository Trust Company to transmit
                         certain required information to the exchange agent in
                         connection with a book-entry transfer.

                    Do not send Letters of Transmittal and certificates
                    representing old notes to us.

                    By tendering your old notes in this manner, you will be
                    representing, among other things, that:

                                       3

                    o    the new notes you acquire pursuant to the exchange
                         offer are being acquired in the ordinary course of your
                         business;

                    o    you are not participating, do not intend to
                         participate, and have no arrangement or understanding
                         with any person to participate, in the distribution of
                         the new notes issued to you in the exchange offer;

                    o    you are not an "affiliate" of ours; and

                    o    you are not a broker-dealer, and if you are a
                         broker-dealer that you will receive the new notes for
                         your own account, you will deliver a prospectus on
                         resale of your new notes and that you acquired your old
                         notes as a result of market making activities or other
                         trading activities.

Special Procedures
for Beneficial
Owners..............If you are a beneficial owner whose old notes are registered
                    in the name of a broker, dealer, commercial bank, trust
                    company or other nominee and wish to tender your old notes
                    in the exchange offer, please contact the registered owner
                    as soon as possible and instruct it to tender on your
                    behalf. If you wish to tender on your own behalf, you must,
                    prior to completing and executing the Letter of Transmittal
                    and delivering your old notes, either arrange to have your
                    old notes registered in your name or obtain a properly
                    completed bond power from the registered holder. The
                    transfer of registered ownership may take considerable time.

Guaranteed
Delivery
Procedures..........If you wish to tender your old notes and time will not
                    permit your required documents to reach the exchange agent
                    by the expiration date, or the procedure for book-entry
                    transfer cannot be completed on time, you may tender your
                    old notes according to the guaranteed delivery procedures
                    set forth in "The Exchange Offer-Procedures for Tendering."

Appraisal or
Dissenters' Rights..Owners of old notes do not have any appraisal or dissenters'
                    rights in the exchange offer.

Consequences of
Not Exchanging
old notes...........If you do not tender your old notes or we reject your
                    tender, you will not be entitled to any further registration
                    rights or exchange rights, except under limited
                    circumstances, and your old notes will continue to be
                    subject to certain restrictions on transfer. However, your
                    old notes will remain outstanding and entitled to the
                    benefits of the indenture governing the new notes.

Resales.............We believe that you can offer for resale, resell or
                    otherwise transfer the new notes without complying with

                                       4

                    further registration and prospectus delivery requirements of
                    the Securities Act if you make the representations described
                    above under "Procedures for Tendering old notes."

                    We base our belief on interpretations by the Securities and
                    Exchange Commission staff in no action letters issued to
                    other issuers in exchange offers like ours. We cannot
                    guarantee that the Securities and Exchange Commission would
                    make a similar decision about our exchange offer.

                    If our belief is wrong, you could incur liabilities under
                    the Securities Act. We will not protect you against any loss
                    incurred as a result of this liability under the Securities
                    Act.

                    If you are unable to make any of such representations and
                    you transfer any new notes without delivering a proper
                    prospectus or without qualifying for a registration
                    exemption, you may incur liability under the Securities Act
                    and applicable state securities laws. We will not assume or
                    indemnify you against such liability.

Federal Tax
Consequences........Your exchange of old notes for new notes pursuant to the
                    exchange offer generally will not result in any gain or loss
                    to you for United States federal income tax purposes. For
                    more information, see "Certain United States Federal Income
                    Tax Consequences."

Use of Proceeds.....We will receive no proceeds from the exchange offer. We will
                    pay all of our expenses related to the exchange offer.

Exchange Agent......HSBC Bank USA.

                         Summary Terms of the New Notes

     The exchange offer relates to the exchange of up to $300,000,000 aggregate
principal amount of the old notes for an equal aggregate principal amount of new
notes. The form and terms of the new notes will be the same as the form and
terms of the old notes, except that the new notes will be registered under the
Securities Act and, therefore, will not bear legends restricting the transfer
thereof. The new notes will evidence the same debt as the old notes and will be
entitled to the benefits of the Indenture. See "Description of the New Notes"
for a more complete description of the new notes.

Issuer..............Terex Corporation

Securities Offered..$300,000,000 aggregate principal amount of 7-3/8% Senior
                    Subordinated Notes due 2014

Maturity............January 15, 2014

Interest Payment
Dates...............We will pay interest on the new notes semi-annually on
                    January 15 and July 15 of each year, beginning July 15,
                    2004.

                                       5

Ranking.............The new notes will be our senior subordinated unsecured
                    obligations. They will rank senior in right of payment to
                    any of our future subordinated indebtedness, equal in right
                    of payment with any of our existing and future senior
                    subordinated indebtedness, and subordinated in right of
                    payment to any of our existing and future senior
                    indebtedness. The new notes will be effectively subordinated
                    to indebtedness and other liabilities of our subsidiaries
                    which are not guarantors. As of September 30, 2003, on a pro
                    forma basis after giving effect to the offering of old notes
                    and our intended use of proceeds therefrom (including $119
                    million of cash), we would have had approximately $586
                    million of senior indebtedness and approximately $797
                    million of senior subordinated indebtedness, our
                    subsidiaries which are guarantors would have had
                    approximately $481 million of senior indebtedness, and our
                    subsidiaries which are not guarantors would have had
                    approximately $86 million of indebtedness.

Guarantees..........Substantially all of our domestic subsidiaries will
                    guarantee the new notes with unconditional guarantees of
                    payment that will effectively rank below their senior debt,
                    but will rank equal to their other senior subordinated debt,
                    in right of payment.

Optional Redemption
by Us...............Except in the case of certain equity offerings by us, we
                    cannot choose to redeem the new notes until January 15,
                    2009. At any time after that date (which may be more than
                    once), we can choose to redeem some or all of the new notes
                    at certain specified prices plus accrued interest.

Optional Redemption
after Equity
Offerings...........At any time (which may be more than once) before January 15,
                    2007, we can choose to redeem up to 35% of the outstanding
                    new notes with money that we raise in one or more public
                    equity offerings, as long as we pay 107.375% of the
                    principal amount of the new notes plus accrued interest and
                    at least 65% of the new notes originally issued remain
                    outstanding afterwards. See "Description of the New
                    Notes-Optional Redemption."

Change of Control...Upon a change of control, each holder may require us to
                    repurchase all or a portion of the new notes at a purchase
                    price of 101% of their principal amount plus accrued
                    interest, if any, to the date of purchase. See "Description
                    of the New Notes-Change of Control."

Covenants...........The indenture will contain covenants that limit what we (and
                    most or all of our subsidiaries) may do. The indenture will
                    limit our ability to:

                    o    incur additional indebtedness;

                    o    pay dividends and make distributions;

                                       6

                    o    make certain investments;

                    o    permit payment or dividend restrictions on certain of
                         our subsidiaries;

                    o    transfer and sell assets;

                    o    create certain liens;

                    o    engage in certain transactions with affiliates;

                    o    issue stock of subsidiaries; and

                    o    consolidate or merge or sell all or substantially all
                         of our assets and the assets of our subsidiaries.

                    In addition, we will be obligated to offer to repurchase the
                    new notes at a price of 100% of their principal amount plus
                    accrued interest to the date of repurchase in the event of
                    certain asset sales.

                    These restrictions and prohibitions are subject to a number
                    of important qualifications and exceptions. See "Description
                    of the New Notes-Certain Covenants."

     For more complete information about the notes, see the "Description of the
New Notes" section of this prospectus.

                                  Risk Factors

     See "Risk Factors" beginning on page 8 for a discussion of certain factors
that you should consider before participating in the exchange offer.

                                       7
<PAGE>
                                  RISK FACTORS

     You should carefully consider the following risk factors in connection with
the exchange offer and your decision to exchange your old notes for new notes.
You should also consider the other information contained or incorporated by
reference in this prospectus.

     This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.

                       Risks Related to the Exchange Offer

You are responsible for compliance with exchange offer procedures; You will not
receive notice from the exchange agent or us of defects or irregularities in
your tender your old notes.

     Issuance of the new notes in exchange for your old notes pursuant to this
exchange offer will be made only after a timely receipt by us of your old notes,
a properly completed and signed Letter of Transmittal and all other required
documents. Therefore, if you desire to tender your old notes in exchange for new
notes you should allow sufficient time to ensure timely delivery. Neither the
exchange agent nor us are under any duty to give notification of defects or
irregularities in the tender of your old notes for exchange. Old notes that are
not tendered or are tendered but not accepted for exchange will, following the
completion of this exchange offer, continue to be subject to the existing
restrictions on transfer of the old notes and, upon completion of this exchange
offer, our obligation to register your old notes will terminate.

There may be consequences if you do not exchange your old notes for new notes.

     If you do not exchange your old notes for the new notes pursuant to the
exchange offer, you will continue to be subject to the restrictions on transfer
of your old notes described in the legend on your old notes. In general, you may
only offer or sell the old notes if they are registered under the Securities Act
and applicable state securities laws, or offered and sold pursuant to an
exemption from such requirements. We do not intend to register the old notes
under any law. In addition, if you exchange your old notes in the exchange offer
for the purpose of participating in a distribution of the new notes, you may be
deemed to have received restricted securities and, if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. To the extent old
notes are tendered and accepted in the exchange offer, the trading market, if
any, for the old notes would be damaged. For more information on the
consequences of not exchanging your old notes, see "The Exchange Offer -
Consequences of Failure to Exchange."

                 Risks Related to the Offering of the New Notes

Our significant debt levels may limit our future ability to obtain additional
financing and to pursue business opportunities.

     As of September 30, 2003, we had total debt of approximately $1,484
million, which represented approximately 65% of our total capitalization. The
proceeds from the sale of the old notes, together with $119 million of cash,
were used primarily to repay some of our debt. On a pro forma basis as of
September 30, 2003, after giving effect to the sale of our old notes and our
intended use of proceeds therefrom (including $119 million of cash), our total
debt would have been approximately $1,383 million, which would have represented
approximately 63% of our total capitalization.

     There are several important consequences of having debt, including the
following:

     o    a portion of our cash from operating activities will be used to pay
          principal and interest on our debt;

     o    competitive pressures and adverse economic conditions are more likely
          to have a negative effect on our business; and

                                       8

     o    our ability to make acquisitions and to take advantage of significant
          business opportunities may be negatively affected.

     Our ability to pay the required interest and principal payments on our debt
depends on the future performance of our business. The performance of our
business is subject to general economic conditions and other financial and
business factors. Many of these factors are beyond our control. If we do not
have enough cash flow in the future to pay the required interest or principal
payments on our debt, we may be required to refinance all or a part of our debt
or borrow additional amounts. We do not know if refinancing our debt will be
possible at that time or if we will be able to find someone who will lend us
more money.

     In addition, because approximately 50% of our debt bears interest at
floating rates, an increase in interest rates could adversely affect our ability
to make the required interest and principal payments on our debt.

Our inability to comply with the restrictive debt covenants contained in the
Indenture for the notes could lead to an acceleration of our debt under our debt
agreements and possibly bankruptcy.

     The indenture for the notes and our other existing debt agreements contain
a number of significant covenants. These covenants limit our ability to, among
other things, borrow additional money, make capital expenditures, pay dividends,
dispose of assets and acquire new businesses. These covenants also require us to
meet certain financial tests. Specifically, some of our financial tests include
a pro forma consolidated leverage ratio test, a consolidated interest ratio
test, a consolidated fixed charge ratio test, a pro forma consolidated senior
secured debt leverage ratio test and a capital expenditures test, as such tests
are defined in our existing debt agreements. While we are currently in
compliance with all of the foregoing tests, increases in our debt or decreases
in our earnings could cause us to be in default of our covenants related to a
pro forma consolidated leverage ratio test, a pro forma consolidated senior
secured debt leverage ratio test, a consolidated interest ratio test and a
consolidated fixed charge ratio test, as defined and included in our debt
agreements. In addition, changes in economic or business conditions, results of
operations or other factors could cause us to default under our debt agreements.
If we are unable to comply with these covenants, there would be a default under
our debt agreements. A default, if not waived by our lenders, could result in
acceleration of our debt and possibly bankruptcy.

Since the notes are senior subordinated debt, there may not be sufficient assets
to pay amounts owed on the notes if a default occurs.

     The notes will be subordinated to the prior payment in full of all existing
and future senior indebtedness and equal in right of payment with all other
existing and future senior subordinated indebtedness. The guarantees of our
subsidiaries will be subordinated to the prior payment in full of all senior
indebtedness of each subsidiary that is a guarantor of the notes, including
obligations under our bank credit facility, and equal in right of payment with
all other existing and future senior subordinated indebtedness of each such
subsidiary. Because of the subordination provisions of the notes, in the event
of our bankruptcy, liquidation or reorganization, our assets and the assets of
any of our subsidiaries that are guarantors of the notes would be available to
pay obligations on the notes only after all payments have been made on our
senior indebtedness and the senior indebtedness of such subsidiary guarantors.

     We cannot assure you that there will be sufficient assets remaining after
all payments have been made to pay amounts due on the notes then outstanding. As
of September 30, 2003, on a pro forma basis after giving effect to the issuance
of the old notes and our intended use of proceeds therefrom (including $119
million of cash), we would have had (i) approximately $585 million of senior
indebtedness outstanding (excluding unused commitments), (ii) approximately $797
million of senior subordinated indebtedness outstanding and (iii) approximately
$1,383 million of total indebtedness outstanding, and the subsidiary guarantors
would have had approximately $481 million of indebtedness outstanding, all of
which is senior indebtedness. In addition, certain events of default under our
senior indebtedness would prohibit us from making any payments on the notes,
including payments on interest when due. The term "senior indebtedness" is
defined in the "Description of the Notes" section of this prospectus. We are
permitted to incur substantial additional indebtedness, some or all of which may
be senior indebtedness.

     Some but not all of our subsidiaries will guarantee the notes. Claims of
creditors of any subsidiaries which do not guarantee the notes, including trade
creditors, secured creditors and creditors holding indebtedness and

                                       9

guarantees issued by such subsidiaries, will generally have priority with
respect to the assets and earnings of such subsidiaries over our claims or those
of our creditors, including holders of the notes, even if the obligations of
those subsidiaries do not constitute senior indebtedness. As of September 30,
2003, on a pro forma basis after giving effect to the issuance of the old notes
and our intended use of proceeds therefrom (including $119 million of cash), our
subsidiaries that are not guarantors would have had approximately $86 million
of indebtedness outstanding.

     In addition to being subordinated to all of our senior indebtedness, the
notes will not be secured by any of our assets or the assets of the subsidiaries
that are guarantors of the notes. Our obligations and the obligations of the
subsidiary guarantors under our bank credit facility are secured by a security
interest in substantially all of our property and such subsidiary guarantors,
including inventory, equipment, receivables and intangible assets such as
licenses, trademarks and customer lists. If we become insolvent or are
liquidated, or if payment under our bank credit facility is accelerated, lenders
under the bank credit facility would be entitled to exercise the remedies
available to a secured lender. Therefore, our bank lenders will have a claim on
such assets before the holders of the notes. We cannot assure you that the
liquidation value of our assets would be sufficient to repay in full the
indebtedness under the bank credit facility and our other indebtedness,
including the notes.

As a result of fraudulent conveyance laws, a court could void a guarantee of a
subsidiary, in which event noteholders would cease to have a claim against such
subsidiary guarantor.

     Although laws differ among various jurisdictions, in general, under
fraudulent conveyance laws, a court could subordinate or void any guarantee and
require noteholders to return payments received from guarantors if it found that
the guarantee was incurred with actual intent to hinder, delay or defraud
creditors or the guarantor did not receive fair consideration or reasonably
equivalent value for the guarantee and the guarantor was any of the following:

     o    insolvent or was rendered insolvent because of the guarantee,

     o    engaged or about to engage in a business or transaction for which its
          remaining assets constituted unreasonably small capital, or

     o    intended to incur, or believed or reasonably should have believed that
          it would incur, debts beyond its ability to pay at maturity.

     If a court avoided a guarantee as a result of fraudulent conveyance, or
held it unenforceable for any other reason, noteholders would cease to have a
claim is against this guarantor and would be solely creditors of the Company.

It may not be possible for us to purchase notes on the occurrence of a change of
control.

     Upon the occurrence of a change in control, you may require us to purchase
all or a portion of your notes, and the holders of our currently outstanding
$200 million 9-1/4% Senior Subordinated Notes due 2011 and our $300 million
10-3/8% Senior Subordinated Notes due 2011 may require us to repurchase all or
any portion of their notes. If a change in control were to occur, we may not
have enough funds to pay the purchase price for all tendered notes. Any future
credit agreements or other agreements relating to our indebtedness may contain
provisions that prohibit the purchase of the notes and the currently outstanding
senior subordinated notes upon a change in control or may provide that a change
in control constitutes an event of default under that agreement. If a change in
control occurs at a time when we are prohibited from purchasing the notes and
the currently outstanding senior subordinated notes, we could seek the consent
of our lenders to purchase the notes and the currently outstanding senior
subordinated notes or could attempt to refinance this debt. If we do not obtain
a consent, we could not purchase the notes and the currently outstanding senior
subordinated notes. Our failure to purchase tendered notes and the currently
outstanding senior subordinated notes would constitute an event of default under
the indenture, which might constitute a default under the terms of our other
debt. In such circumstances, or if a change in control would constitute an event
of default under our senior indebtedness, the subordination provisions of the
indenture would restrict payments to you. The term "change in control" is
limited to certain specified transactions and may not include other events that
may harm our financial condition. Our obligation to offer to purchase the notes
upon a

                                       10

change in control would not necessarily afford you protection in the event of a
highly leveraged transaction, reorganization, merger or similar transaction
involving us. The term "change of control" is defined in the "Description of the
Notes--Certain Definitions" section.

You cannot be sure that an active trading market will develop for the new notes.

     The new notes are being offered to the holders of the old notes. The old
notes were issued on November 25, 2003 to a small number of institutional
investors and overseas investors and are eligible for trading in the Private
Offering, Resale and Trading through Automated Linkages (PORTAL) Market, the
National Association of Securities Dealers' screenbased, automated market for
trading of securities eligible for resale under Rule 144A. To the extent that
old notes are tendered and accepted in the exchange offer, the trading market
for the remaining untendered old notes could be adversely affected. There is no
existing trading market for the new notes. We do not intend to apply for listing
or quotation of the new notes on any exchange. Therefore, we do not know the
extent to which investor interest will lead to the development of a trading
market or how liquid that market might be, nor can we make any assurances
regarding the ability of new note holders to sell their new notes or the price
at which the new notes might be sold. Although the initial purchasers of the old
notes (the "initial purchasers") have informed us that they currently intend to
make a market in the new notes, they are not obligated to do so, and any such
market making may be discontinued at any time without notice. As a result, the
market price of the new notes could be adversely affected. Historically, the
market for non-investment grade debt, such as the new notes, has been subject to
disruptions that have caused substantial volatility in the prices of such
securities. Any such disruptions may have an adverse effect on holders of the
new notes.

                          Risks Related to Our Business

Our business is highly cyclical.

     The demand for our products depends upon the general economic conditions of
the markets in which we compete. Downward economic cycles result in reductions
in sales of our products, which may reduce our profits. We have taken a number
of steps to reduce our fixed costs and diversify our operations to decrease the
negative impact of these cycles. There can be no assurance, however, that these
steps will prevent the negative impact of poor economic conditions.

We operate in a highly competitive industry.

     We compete in a highly competitive industry. To compete successfully, our
products must excel in terms of quality, price, product line, ease of use,
safety and comfort, and we must also provide excellent customer service. The
greater financial resources of certain of our competitors may put us at a
competitive disadvantage.

We may face limitations on our ability to integrate acquired businesses.

     We expect to continue our strategy of identifying and acquiring businesses
with complementary products and services which we believe will enhance our
operations and profitability. We may pay for future acquisitions from internally
generated funds, bank borrowings, public offerings, private sales of stock or
bonds, or some combination of these methods. However, we cannot give any
assurance that we will be able to continue to find suitable businesses to
purchase or that we will be able to raise the money necessary to complete future
acquisitions.

     In addition, we cannot guarantee that we will be able to successfully
integrate any business we purchase into our existing business or that any
acquired businesses will be profitable. The successful integration of new
businesses depends on our ability to manage these new businesses and cut excess
costs. Further, in connection with acquisitions, we may need to consolidate or
restructure our newly acquired or existing facilities, which may require
expenditures for severance obligations related to reductions in workforce and
other charges resulting from the consolidations or restructurings, such as
write-down of inventory and lease termination costs. If we are unable to
complete the integration of new businesses in a timely manner, it could have a
materially adverse effect on our results of operations and financial condition.

                                       11

     For example, in 2002 we acquired Demag Mobile Cranes GmbH & Co. KG, a
manufacturer of cranes, and Genie Holdings, Inc., a manufacturer of aerial work
platform equipment. After comparing these acquired businesses with our existing
businesses and considering how best to integrate their operations and products
with our operations and products, we initiated a series of restructuring
projects aimed at addressing product, channel and production overlap. These
projects included eliminating certain product lines and closure of certain
facilities. As a result of these restructuring projects, we recorded charges in
the fourth quarter of 2002 of $22.8 million for restructuring actions related to
the acquisition of Demag and $1.9 million for restructuring actions related to
the acquisition of Genie. These charges included employee termination costs,
costs associated with asset disposals and facility exit costs.

We rely on key management.

     We rely on the management and leadership skills of Ronald M. DeFeo,
Chairman of the Board, President and Chief Executive Officer. Mr. DeFeo has an
employment agreement with us which expires on December 31, 2004. The loss of his
services could have a significant, negative impact on our business.

Some of our customers rely on financing with third parties to purchase our
products.

     We rely on sales of our products to generate cash from operations. A
significant portion of our sales are financed by third party finance companies
on behalf of our customers. The availability of financing by third parties is
affected by general economic conditions, the credit worthiness of our customers
and the estimated residual value of our equipment. Deterioration in the credit
quality of our customers or the estimated residual value of our equipment could
negatively impact the ability of such customers to obtain the resources needed
to make purchases of our equipment. In addition, as a result of the current
economic climate, the availability of third party financing has been limited for
some of our customers, which has had a negative effect on such customers'
ability to arrange third party financing.

Our Genie subsidiary provides financing for some of our Aerial Work Platform
customers.

     Our Terex Aerial Work Platforms segment, directly and through joint
ventures, provides financing for some of its customers, primarily in Europe and
the United States, to purchase its equipment. For the most part, this financing
represents sales type leases and operating leases. It has been the Terex Aerial
Work Platforms segment's policy to provide such financing to its customers in
situations where it anticipates that it will be able to sell the financing
obligations to a third party financial institution within a short period of
time. However, until such financing obligations are sold to a third party or if
the Terex Aerial Work Platforms segment is unable to sell such obligations to a
third party, the Terex Aerial Work Platforms segment retains the risks resulting
from such customer financing. The results of our Terex Aerial Work Platforms
segment, and the Company, could be adversely affected in the event that such
customers default on their contractual lease payments to the Company. The
results of our Terex Aerial Work Platforms segment, and the Company, also could
be adversely affected if the residual values of such leased equipment declines
below its original estimated values and the Company is forced to subsequently
sell such equipment at a loss.

We are subject to currency fluctuations and other risks from our international
operations.

     Our products are sold in over 100 countries around the world. Thus, our
revenues are generated in foreign currencies, including the Euro, British Pound
Sterling, Australian Dollar, the Czech Koruna and the South African Rand, while
costs incurred to generate those revenues are only partly incurred in the same
currencies. Since our financial statements are denominated in U.S. Dollars,
changes in currency exchange rates between the U.S. Dollar and other currencies
have had, and will continue to have, an impact on our earnings. To date, this
impact has not been material on our earnings. To reduce this currency exchange
risk, we may buy protecting or offsetting positions (known as "hedges") in
certain currencies to reduce the risk of an adverse currency exchange movement.
We have not engaged in any speculative or profit motivated hedging activities.
Although we partially hedge our revenues and costs, currency fluctuations will
impact our financial performance in the future.

                                       12

     Our international operations are also subject to a number of potential
risks. Such risks include, among others, currency exchange controls, labor
unrest, regional economic uncertainty, political instability, restrictions on
the transfer of funds into or out of a country, export duties and quotas,
domestic and foreign customs and tariffs, current and changing regulatory
environments, difficulty in obtaining distribution support and potentially
adverse tax consequences. These factors may have an adverse effect on our
international operations in the future.

Compliance with environmental and other governmental regulations could be costly
and require us to make significant expenditures.

     We generate hazardous and nonhazardous wastes in the normal course of our
manufacturing operations. As a result, we are subject to a wide range of
federal, state, local and foreign environmental laws and regulations. These laws
and regulations govern actions that may have adverse environmental effects and
also require compliance with certain practices when handling and disposing of
hazardous and nonhazardous wastes. These laws and regulations also impose
liability for the costs of, and damages resulting from, cleaning up sites, past
spills, disposals and other releases of hazardous substances, should any of such
events occur. No such incidents have occurred which required us to pay material
amounts to comply with such laws and regulations.

     Compliance with these laws and regulations has, and will continue to
require, us to make expenditures. We do not expect that these expenditures will
have a material adverse effect on our business or profitability.

                           FORWARD-LOOKING STATEMENTS

     This prospectus, including the sections entitled "Prospectus Summary" and
"Risk Factors," contains forward-looking statements that involve risks and
uncertainties. Generally, the words "may," "expects," "intends," "anticipates,"
"plans," "projects," "estimates" or similar words are intended to identify
forward-looking statements. However, the absence of these words does not mean
that the statement is not forward-looking. We have based these forward-looking
statements on our current expectations and projections about future events.
These statements are not guarantees of future performance. It is possible that
actual events and results will differ materially as future events are difficult
to predict. In addition, many of the risks, uncertainties and assumptions about
us are beyond our control. Some of these risks, uncertainties and assumptions
are:

     o    our business is highly cyclical and weak general economic conditions
          may affect the sales of our products and our financial results;

     o    construction, infrastructure and mining activity and products produced
          for the military are affected by interest rates and government
          spending;

     o    our ability to successfully integrate new businesses may affect our
          future performance;

     o    changes in our key management personnel;

     o    our businesses are in very competitive industries and may be affected
          by pricing, product and other actions taken by our competitors;

     o    changes in laws and regulations;

     o    we manufacture and sell our products in many countries and we may be
          affected by changes in exchange rates between currencies, as well as
          international politics;

     o    our ability to manufacture and deliver our products to customers on a
          timely basis;

     o    dependence of some of our customers relying on third party financing
          to purchase our products;

     o    the ability of our suppliers to supply us with parts and components at
          competitive prices on a timely basis;

                                       13

     o    we have a significant amount of debt and our debt agreements contain a
          number of restrictive covenants; and

     o    we are subject to various environmental laws and regulations.

     The forward-looking statements made in this prospectus reflect our
expectations and projections as of the date of this prospectus. We do not
undertake any obligation to update publicly any forward-looking statement which
may result from changes in events, conditions, circumstances or expectations on
which we have based any forward-looking statement.

                               THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

     The old notes were sold by us on November 25, 2003 to the initial
purchasers with further distribution permitted only to (i) qualified
institutional buyers under Rule 144A under the Securities Act and (ii) persons
in offshore transactions in reliance on Regulation S under the Securities Act.
In connection with the sale of the old notes, we and the initial purchasers
entered into a Registration Rights Agreement which requires us to file with the
Securities and Exchange Commission the registration statement of which this
prospectus is a part within 60 days of the date of the issuance of the old notes
(the "Issuance Date") with respect to a registered offer to exchange the old
notes for new notes, identical in all material respects to the old notes, and to
use its best efforts to cause such registration statement to become effective
under the Securities Act within 150 days of the Issuance Date. We will keep the
exchange offer open for not less than 30 days after the date notice of the
exchange offer is mailed to the holders. A copy of the Registration Rights
Agreement has been filed as an exhibit to the Registration Statement of which
this prospectus is a part. The exchange offer is being made pursuant to the
Registration Rights Agreement to satisfy our obligations thereunder.

Resale of New Notes

     We believe that, except as described below, the new notes issued pursuant
to the exchange offer in exchange for old notes may be offered for resale,
resold and otherwise transferred by any holder of the new notes (other than any
holder which is a broker-dealer or an "affiliate" of ours within the meaning of
Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that:

          (i)  you acquired such new notes in the ordinary course of your
               business;

          (ii) you have no arrangement or understanding with any person to
               participate in the distribution of such new notes; and

         (iii) you are not engaged in, and do not intend to engage in, a
               distribution of such new notes.

          By tendering old notes for new notes, you will represent to us, that:

          (i)  the new notes issued in the exchange offer are being acquired in
               the ordinary course of business of the person receiving the new
               notes, whether or not such person is the holder;

          (ii) neither you nor any such other person is engaging in or intends
               to engage in a distribution of such new notes;

         (iii) neither you nor any such other person has an arrangement or
               understanding with any person to participate in the distribution
               of such new notes within the meaning of the Securities Act; and

          (iv) neither you nor any such other person is an affiliate of ours.

                                       14

     In the event that you cannot make the requisite representations to us, you
cannot rely on such interpretation by the staff of the Securities and Exchange
Commission and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. Unless an exemption from registration is otherwise available, any
such resale transaction should be covered by an effective registration statement
containing the selling security holders information required by Item 507 of
Regulation S-K under the Securities Act. This prospectus may be used for an
offer to resell, resale or other retransfer of new notes only as specifically
set forth herein.

     We base our belief on interpretations by the Securities and Exchange
Commission staff in no action letters issued to other issuers in exchange offers
like ours. We have not, however, asked the Securities and Exchange Commission to
consider this particular exchange offer in the context of a no action letter.
Therefore, you cannot be sure that the Securities and Exchange Commission will
treat this exchange offer in the same way it has treated other exchange offers
in the past. If our belief is wrong, you could incur liabilities under the
Securities Act. We will not protect you against any loss incurred as a result of
this liability under the Securities Act.

     Each broker-dealer that receives new notes for its own account in exchange
for old notes, where such old notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such new
notes, and that it has not entered into any arrangement or understanding with us
or any affiliate of ours to distribute new notes in connection with any resale
of such new notes. See "Plan of Distribution."

Terms of the Exchange Offer

     Upon the terms and subject to the conditions set forth in this prospectus
and in the Letter of Transmittal, we will accept for exchange any and all old
notes properly tendered and not withdrawn prior to 5:00 p.m., New York City
time, on the Expiration Date. We will issue $1,000 principal amount of new notes
in exchange for each $1,000 principal amount of outstanding old notes
surrendered pursuant to the exchange offer. Old notes may be tendered only in
integral multiples of $1,000.

     The form and terms of the new notes will be the same as the form and terms
of the old notes except the new notes will be registered under the Securities
Act and hence will not bear legends restricting the transfer thereof. The new
notes will evidence the same debt as the old notes. The new notes will be issued
under and entitled to the benefits of the Indenture, which also authorized the
issuance of the old notes, such that both series will be treated as a single
class of debt securities under the Indenture.

     As of the date of this prospectus, $300 million aggregate principal amount
of the old notes are outstanding. This prospectus, together with the Letter of
Transmittal, is being sent to all registered holders of old notes. There will be
no fixed record date for determining registered holders of old notes entitled to
participate in the exchange offer. The exchange offer is not conditioned with
any minimum principal amount of old notes being tendered for exchange. However,
the obligation to accept old notes for exchange pursuant to the exchange offer
is subject to certain conditions, as described under " -Conditions."

     We intend to conduct the exchange offer in accordance with the provisions
of the Registration Rights Agreement and the applicable requirements of the
Exchange Act, and the rules and regulations of the Commission thereunder. Old
notes which are not tendered for exchange in the exchange offer will remain
outstanding and continue to accrue interest and will be entitled to the rights
and benefits such holders have under the Indenture and the Registration Rights
Agreement.

     We will be deemed to have accepted for exchange properly tendered old notes
when, as and if we have given oral or written notice thereof to the exchange
agent and complied with the provisions of the Indenture. The exchange agent will
act as agent for the tendering holders for the purposes of receiving the new
notes from us.

     If you tender old notes in the exchange offer you will not be required to
pay brokerage commissions or fees or, subject to the instructions in the Letter
of Transmittal, transfer taxes with respect to the exchange of old notes

                                       15

pursuant to the exchange offer. We will pay all charges and expenses, other than
certain applicable taxes described below, in connection with the exchange offer.
See " -Fees and Expenses."

Expiration Date; Extensions; Amendments

     The term "Expiration Date" shall mean 5:00 p.m., New York City time on
        , 2004, unless we, in our sole discretion, extend the exchange offer, in
which case the term "Expiration Date" shall mean the latest date to which the
exchange offer is extended. If the exchange offer is not completed by May 24,
2004, the interest rate on the old notes shall be increased by one half of one
percent (0.5%) per year until the exchange offer is completed.

     In order to extend the exchange offer, we will notify the exchange agent of
any extension by oral or written notice and will mail to the holders an
announcement thereof, prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.

     We reserve the right, in our sole discretion, (i) to delay accepting any
old notes, to extend the exchange offer or to terminate the exchange offer and
not permit acceptance of old notes not previously accepted, if any of the
conditions set forth below under " -Conditions" have not been satisfied, by
giving oral or written notice of the delay, extension or termination to the
exchange agent or (ii) to amend the terms of the exchange offer in any manner
which, in our good faith judgment, is advantageous to the holders of the old
notes, whether before or after any tender of the new notes. Any delay in
acceptance, extension, termination or amendment will be followed as promptly as
practicable by oral or written notice thereof to the holders. If the exchange
offer is amended in a manner determined by us to constitute a material change,
we will promptly notify holders of the amendment by means of a prospectus
supplement that will be distributed to the registered holders, if required by
law, and we will extend the exchange offer for a period of five to ten business
days, depending upon the significance of the amendment and the manner of
disclosure to the registered holders, if the exchange offer would otherwise
expire during such five to ten business day period.

     Without limiting the manner in which we may choose to make a public
announcement of any delay, extension, termination or amendment of the exchange
offer, we will have no obligation to publish, advertise, or otherwise
communicate any such public announcement, other than by making a timely release
to the Dow Jones news service.

Interest on the New Notes

     The new notes will bear interest at 7-3/8% per annum from the date of
original issue. Interest on the new notes will be payable semi-annually, in
arrears, on January 15 and July 15 of each year, commencing on July 15, 2004.
Holders of new notes will receive interest on July 15, 2004 from the date of
initial issuance of the new notes, plus an amount equal to the accrued interest
on the old notes from January 15, 2004 to the date of exchange for new notes.
Interest on the old notes accepted for exchange will cease to accrue upon
issuance of the new notes.

Conditions

     We will not be required to accept for exchange, or exchange any new notes
for, any old notes, and may terminate the exchange offer before the acceptance
of any old notes for exchange, if:

     (a) any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer which, in
our sole judgment, might materially impair our ability to proceed with the
exchange offer, or

     (b) any law, statute, rule or regulation is proposed, adopted or enacted,
or any existing law, statute, rule or regulation is interpreted by the staff of
the Commission, which, in our sole judgment, might materially impair our ability
to proceed with the exchange offer, or

     (c) any governmental approval has not been obtained, which approval we
shall, in our sole discretion, deem necessary for the consummation of the
exchange offer as contemplated hereby.

                                       16

     If we determine in our sole discretion that any of these conditions are not
satisfied, we may (i) refuse to accept any old notes and return all tendered old
notes to the tendering holders, (ii) extend the exchange offer and retain all
old notes tendered prior to the expiration of the exchange offer, subject,
however, to the rights of holders who tendered such old notes to withdraw their
tendered old notes, or (iii) waive such unsatisfied conditions with respect to
the exchange offer and accept all properly tendered old notes which have not
been withdrawn.

     The foregoing conditions are for the sole benefit of us and may be asserted
by us regardless of the circumstances giving rise to any such condition or may
be waived by us in whole or in part at any time and from time to time in our
sole discretion. The failure by us at any time to exercise any of our rights
shall not be deemed a waiver of any such right, and each such right, will be
deemed an ongoing right which may be asserted at any time and from time to time.

Procedures for Tendering

     Only a holder of old notes may tender such old notes in the exchange offer.
To tender in the exchange offer, you must complete, sign and date the Letter of
Transmittal, or a facsimile thereof, have the signatures thereon guaranteed if
required by the Letter of Transmittal, and mail or otherwise deliver the Letter
of Transmittal or such facsimile, together with the old notes and any other
required documents, to the exchange agent prior to 5:00 p.m., New York City
time, on the Expiration Date. In addition, either (i) old notes must be received
by the exchange agent along with the Letter of Transmittal, or (ii) a timely
confirmation of book-entry transfer (a "Book-Entry Confirmation") of such old
notes, if such procedure is available, into the exchange agent's account at the
Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the
procedure for book-entry transfer described below must be received by the
exchange agent prior to the Expiration Date, or (iii) you must comply with the
guaranteed delivery procedures described below. To be tendered effectively, the
old notes, Letter of Transmittal and other required documents must be received
by the exchange agent at the address set forth below under " -Exchange Agent".

     The tender by a holder which is not withdrawn prior to the Expiration Date
will constitute an agreement between such holder and us in accordance with the
terms and subject to the conditions set forth herein and in the Letter of
Transmittal.

     The method of delivery of old notes, the letter of transmittal and all
other required documents to the exchange agent is at the election and risk of
the holders. If such delivery is by mail, it is recommended that registered
mail, properly insured, with return receipt requested, be used. In all cases,
sufficient time should be allowed to assure delivery to the exchange agent
before the expiration date. No letter of transmittal or old notes should be sent
to us. Holders may request their respective brokers, dealers, commercial banks,
trust companies or nominees to effect the above transactions for and on behalf
of such holders.

     Any beneficial owner whose old notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender such old notes should contact the registered holder promptly and
instruct such holder to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on its own behalf, such owner must, prior to
completing and executing the Letter of Transmittal and delivering its old notes,
either make appropriate arrangements to register ownership of the old notes in
its name or obtain a properly completed bond power from the registered holder.
The transfer of registered ownership may take considerable time and may not be
able to be completed prior to the Expiration Date.

     Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by any Eligible Institution (as defined below)
unless the old notes tendered pursuant thereto are tendered (i) by a holder who
has not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution. In the event that signatures on a Letter of Transmittal
or a notice of withdrawal, as the case may be, are required to be guaranteed,
such guarantor must be a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Exchange Act which is a member of one of the recognized signature
guarantee programs identified in the Letter of Transmittal (each, an "Eligible
Institution").

                                       17

     If the Letter of Transmittal is signed by a person other than the holder of
any old notes listed therein, the old notes must be endorsed or accompanied by a
properly completed bond power, in satisfactory form as determined by us in our
sole discretion, signed by the holder as the holder's name appears on the old
notes with the signature thereon guaranteed by an Eligible Institution.

     If the Letter of Transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, these
persons should so indicate when signing, and unless waived by us, evidence
satisfactory to us of their authority to so act must be submitted with the
Letter of Transmittal.

     All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered old notes and withdrawal of tendered old notes
will be determined by us in our sole discretion, which determination will be
final and binding. We reserve the absolute right to reject any and all old notes
not properly tendered or any old notes our acceptance of which would, in the
opinion of counsel for us, be unlawful. We also reserve the right to waive any
defects, irregularities or conditions of tender as to particular old notes. Our
interpretation of the terms and conditions of the exchange offer (including the
instructions in the Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of old notes must be cured within such time as we shall determine. Although we
intend to notify holders of defects or irregularities with respect to tenders of
old notes, neither we, the exchange agent nor any other person will incur any
liability for failure to give such notification. Tenders of old notes will not
be deemed to have been made until the defects or irregularities have been cured
or waived. Any old notes received by the exchange agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the exchange agent to the tendering holders, unless
otherwise provided in the Letter of Transmittal, as soon as practicable
following the Expiration Date.

     While we have no present plan to acquire any old notes that are not
tendered in the exchange offer, we reserve the right in its sole discretion to
(i) purchase or make offers for any old notes that remain outstanding subsequent
to the Expiration Date, (ii) as set forth above under "-Conditions," to
terminate the exchange offer, or (iii) redeem the old notes as a whole or in
part at any time and from time to time, as set forth under "Description of New
Notes-Optional Redemption," or (iv) to the extent permitted by applicable law,
purchase old notes in the open market, in privately negotiated transactions or
otherwise. The terms of any such purchases or offers could differ from the terms
of the exchange offer.

     In all cases, issuance of new notes for old notes that are accepted for
exchange pursuant to the exchange offer will be made only after timely receipt
by the exchange agent of certificates for such old notes or a timely Book-Entry
confirmation of such old notes into the exchange agent's account at the
Book-Entry Transfer Facility, a properly completed and duly executed Letter of
Transmittal and all other required documents. If any tendered old notes are not
accepted for exchange for any reason set forth in the terms and conditions of
the exchange offer, or if old notes are submitted for a greater principal amount
than the holder desires to exchange, the unaccepted or non exchanged old notes
will be returned without expense to the tendering holder thereof (or, in the
case of old notes tendered by book-entry transfer into the exchange agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures described below, the non exchanged old notes will be credited to an
account maintained with such Book-Entry Transfer Facility) as promptly as
practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect
to the old notes at the Book-Entry Transfer Facility for purposes of the
exchange offer within two business days after the date of this prospectus, and
any financial institution that is a participant in the Book-Entry Transfer
Facility's system may make Book-Entry delivery of old notes by causing the
Book-Entry Transfer Facility to transfer such old notes into the exchange
agent's account at the Book-Entry Transfer Facility in accordance with such
Book-Entry Transfer Facility's procedures for transfer. However, although
delivery of old notes may be effected through book-entry transfer at the
Book-Entry Transfer Facility, the Letter of Transmittal or facsimile thereof,
with any required signature guarantees and any other required documents, must,
in any case, be transmitted to and received by the exchange agent at the address
set forth below under "- Exchange Agent" on or prior to the Expiration Date or,
if the guaranteed delivery

                                       18

procedures described below are to be complied with, within the time period
provided under such procedures. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

     If you wish to tender your old notes and (i) your old notes are not
immediately available or (ii) you cannot deliver your old notes, the Letter of
Transmittal or any other required documents to the exchange agent prior to the
Expiration Date, you may effect a tender if:

     (a) The tender is made through an Eligible Institution;

     (b) Prior to the Expiration Date, the exchange agent receives from an
Eligible Institution a properly completed and duly signed Letter of Transmittal
and the Notice of Guaranteed Delivery, substantially in the form provided by us
(by facsimile transmission, mail or hand delivery) setting forth your name and
address, the registered number(s) of the old notes and the principal amount of
old notes tendered, stating that the tender is being made by guaranteed delivery
and guaranteeing that, within three New York Stock Exchange trading days after
the Expiration Date, the Letter of Transmittal (or facsimile thereof) together
with the old notes or a Book-Entry Confirmation, as the case may be, and any
other documents required by the Letter of Transmittal will be deposited by the
Eligible Institution with the exchange agent; and

     (c) Properly completed and signed Letter of Transmittal (or facsimile
thereof), as well as all tendered old notes in proper form for transfer or a
Book-Entry Confirmation, and all other documents required by the Letter of
Transmittal, are received by the exchange agent within five New York Stock
Exchange trading days after the Expiration Date. Upon request of the exchange
agent, a Notice of Guaranteed Delivery will be sent to holders who wish to
tender their old notes according to the guaranteed delivery procedures set forth
above.

Withdrawal of Tender

     Except as otherwise provided herein, you may withdraw tenders of old notes
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

     To withdraw a tender of old notes in the exchange offer, a written or
facsimile transmission notice of withdrawal must be received by the exchange
agent at its address set forth herein prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must:

          (i)  specify the name of the person having deposited the old notes to
               be withdrawn (the "Depositor");

          (ii) identify the old notes to be withdrawn (including the principal
               amount of the old notes and, in the case certificates
               representing the old notes have been tendered, registered number
               or numbers and or, in the case of old notes transferred by
               book-entry transfer, the name and number of the account at the
               Book-Entry Transfer Facility to be credited);

         (iii) be signed by the holder in the same manner as the original
               signature on the Letter of Transmittal by which the old notes
               were tendered (including any required signature guarantees) or be
               accompanied by documents of transfer sufficient to have The Bank
               of New York, the trustee with respect to the old notes, register
               the transfer of such old notes into the name of the person
               withdrawing the tender; and

          (iv) specify the name in which any such old notes are to be
               registered, if different from that of the Depositor.

     All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by us, whose determination will be
final and binding on all parties. Any old notes so withdrawn will be deemed not
to have been validly tendered for purposes of the exchange offer and no new
notes will be issued with

                                       19

respect thereto unless the old notes so withdrawn are validly re-tendered. Any
old notes which have been tendered but which are not accepted for payment will
be returned to the holder thereof without cost to the holder (or, is the case of
old notes tendered by book-entry transfer into the exchange agent's account at
the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures
described above, such old notes will be credited to an account maintained with
such Book-Entry Transfer Facility) as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer. Properly withdrawn old
notes may be retendered by following one of the procedures described above under
"--Procedures for Tendering" and "--Book-Entry Transfer" at any time prior to
the Expiration Date.

Exchange Agent

     HSBC Bank USA has been appointed as exchange agent of the exchange offer.
Questions and requests for assistance, requests for additional copies of this
prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to the exchange agent addressed as
follows:

- ---------------------------------- ---------------------------------------------
By Registered or Certified Mail:   By Overnight Courier and By Hand Delivery
                                   After 4:30pm on Expiration Date:
- ---------------------------------- ---------------------------------------------
HSBC Bank USA                                    HSBC Bank USA
Issuer Services Operations                 Issuer Services Operations
One Hanson Place                                One Hanson Place
Lower Level                                       Lower Level
Brooklyn, New York 11243                    Brooklyn, New York 11243
Attention: Paulette Shaw                    Attention: Paulette Shaw
- ---------------------------------- ---------------------------------------------
By Hand Delivery to 4:30pm:                      By Facsimile:
                                                 (718) 488-4488
- ---------------------------------- ---------------------------------------------
HSBC Bank USA
Issuer Services Operations                    Confirm by telephone:
One Hanson Place                                 (718) 488-4475
Lower Level
Brooklyn, New York 11243
Attention: Paulette Shaw
- ---------------------------------- ---------------------------------------------

Fees and Expenses

     The expenses of soliciting tenders will be paid by us. The principal
solicitation is being made by mail; however, additional solicitation may be made
by telegraph, telephone, facsimile, or in person by officers and regular
employees of ours and our affiliates.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We, however, will pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses in connection therewith. We may also pay
brokerage houses and other custodians, nominees and fiduciaries the reasonable
out-of-pocket expenses incurred by them in forwarding copies of the prospectus
and related documents to the beneficial owners of the old notes and in handling
or forwarding tenders for exchange.

     The cash expenses to be incurred in connection with the exchange offer will
be paid by us and are estimated in the aggregate to be approximately $150,000.
Such expenses include fees and expenses of the exchange agent and Trustee,
accounting and legal fees and printing costs, among others.

     We will pay all transfer taxes, if any, applicable to the exchange of old
notes pursuant to the exchange offer. If, however, new notes or old notes for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be issued in the name of, any person other than the holder of the old
notes tendered, or if tendered old notes are registered in the name of any
person other than the person signing the Letter of Transmittal,

                                       20

or if a transfer tax is imposed for any reason other than the exchange of old
notes pursuant to the exchange offer, then the amount of any transfer taxes
(whether imposed on the holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
from such payment is not submitted with the Letter of Transmittal, the amount of
such transfer taxes will be billed directly to such tendering holder.

Consequences of Failure to Exchange

     Holders of old notes who do not exchange their old notes for new notes
pursuant to the exchange offer will continue to be subject to the restrictions
on transfer of such old notes as set forth in the legend on the old notes and in
the Indenture as a result of the issuance of the old notes pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities law.
Accordingly, the old notes may be resold only (i) to us (upon redemption thereof
or otherwise), (ii) pursuant to an effective registration statement under the
Securities Act, (iii) so long as the old notes are eligible for resale pursuant
to Rule 144A, to a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act in a transaction meeting the requirements of Rule 144A,
or (iv) pursuant to another available exemption from the registration
requirements of the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. We do not
currently anticipate that we will register under the Securities Act the resale
of any old notes that remain outstanding after consummation of the exchange
offer. However, generally, (i) if any Initial Purchaser so requests with respect
to old notes not eligible to be exchanged for Exchange Notes in the exchange
offer and held by it following consummation of the exchange offer or (ii) if any
holder of old notes is not eligible to participate in the exchange offer or, in
the case of any holder of old notes that participates in the exchange offer,
does not receive freely tradeable Exchange Notes in exchange for old notes, we
are obligated to file a registration statement on the appropriate form under the
Securities Act relating to the old notes held by such persons.

Accounting Treatment

     The new notes will be recorded at the same carrying value as the old notes
as reflected in our accounting records on the date of the exchange. Accordingly,
no gain or loss for accounting purposes will be recognized by us. The expenses
of the exchange offer will be amortized over the term of the new notes.

                       RATIOS OF EARNINGS TO FIXED CHARGES

     The following table sets forth our unaudited historical ratios of earnings
to fixed charges for the periods indicated below:

                                                                Nine Months
                              Year Ended December 31,        Ended September 30,
                         ---------------------------------   -------------------
                         1998   1999  2000   2001  2002        2002       2003
Ratio of earnings        ----   ----  ----   ----  ----        ----       ----
to fixed charges(1)......2.4x   2.1x  2.5x   1.3x  --(2)       1.6x       --(2)

- ------------------
(1) The ratio of earnings to fixed charges for the nine months ended September
30, 2002 and 2003 presented above were calculated with certain Businesses
reported as discontinued operations(See "Recent Developments"). Had these
Businesses been reported within continuing operations, the ratio of earnings to
fixed charges for the nine months ended September 30, 2002 would have been 1.5x
and for the nine months ended September 30, 2003 fixed charges exceeded earnings
by $22.9 million.
(2)For the year ended December 31, 2002 and for the nine months ended September
30, 2003 fixed charges exceeded earnings by $25.8 million and $25.7 million
respectively.

     In calculating the ratio of earnings to fixed charges, earnings consist of
income (loss) from continuing operations before income taxes and extraordinary
items plus fixed charges. Fixed charges consist of interest expense, preferred
stock accretion, amortization of indebtedness issuance costs, and rental expense
representative of the interest factor.



                                 USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the new notes
offered hereby. In consideration for issuing the new notes as contemplated in
this prospectus, we will receive in exchange old notes in like principal

                                       21

amount, the forms and terms of which are identical, in all material respects, to
the new notes. The old notes surrendered in exchange for new notes will be
retired and canceled and cannot be reissued. Accordingly, issuance of the new
notes will not result in any increase in our indebtedness. Proceeds from the
sale of the privately placed old notes were used to repay indebtedness and for
fees and expenses in connection with the sale of the old notes.

                                       22

                                 CAPITALIZATION

     The following table shows our actual capitalization as of September 30,
2003, and as adjusted to give effect to the offering of old notes and the
application of the proceeds therefrom, together with approximately $119 million
of cash on hand, for the redemption and repayment of existing debt. This table
should be read together with our historical consolidated financial statements
and related notes incorporated by reference in this prospectus.

                                                       As of September 30, 2003
                                                        Historical   As Adjusted
                                                        ----------   -----------
                                                         (dollars in millions)

Cash and cash equivalents............................... $  430.9     $  311.8
                                                         ==========   =========
Debt:
  Bank credit facility - revolving debt................. $   33.5     $   33.5
  Bank credit facility - term debt......................    578.2        378.2
  8-7/8% Senior Subordinated Notes due April 1, 2008....    198.2        ---
  10-3/8% Senior Subordinated Notes due April 1, 2011...    300.0        300.0
  9-1/4% Senior Subordinated Notes due July 15, 2011....    200.0        200.0
  7-3/8% Senior Subordinated Notes due January 15, 2014.    ---          297.3
  Other.................................................    174.2        174.2
                                                         ----------   ---------
     Total debt.........................................  1,484.1      1,383.2

Stockholders' equity:
  Common stock, $0.01 par value--authorized
    $150.0 million shares; 49.8 million shares issued...      0.5          0.5
  Additional paid-in capital............................    791.7        791.7
  Retained earnings.....................................     45.3         40.2
  Accumulated other comprehensive income (loss).........    (11.8)       (11.8)
  Less cost of shares of common stock in treasury
   (1.2 million shares).................................    (17.8)       (17.8)
                                                         ----------   ---------
    Total stockholders' equity..........................    807.9        802.8
                                                         ----------   ---------
    Total capitalization................................ $2,292.0     $2,186.0
                                                         ==========   =========

                                       23
<PAGE>
                          DESCRIPTION OF THE NEW NOTES

     The old notes were, and the new notes will be, issued under an Indenture,
dated as of November 25, 2003 (the "Indenture") among the guarantors named
therein (the "Subsidiary Guarantors"), HSBC Bank USA, as trustee, and us.

     The following is a summary of certain provisions of the Indenture and the
notes. The following summary of certain provisions of the Indenture and the
notes does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the Indenture and the notes,
including the definitions of certain terms therein and those terms made a part
thereof by the Trust Indenture Act. We urge you to read the Indenture and form
of notes because they, not this description, define your rights as holders of
these notes. You may request copies of these documents at our address set forth
under the heading "Where You can Find More Information."

     In this section, entitled "Description of the Notes," when we refer to
"Terex," "we," "our" or "us," we are referring to Terex Corporation and not its
subsidiaries.

General

     Principal of, premium, if any, and interest on the notes will be payable,
and the notes may be exchanged or transferred, at the office or agency of Terex
in the Borough of Manhattan, the City of New York (which initially shall be the
corporate trust office of the trustee, at 452 Fifth Avenue, New York, New York
10018, Attention: Issuer Services), except that, at the option of Terex, payment
of interest may be made by check mailed to the address of the holders as such
address appears in the note register.

     The notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. See "--Book-Entry,
Delivery and Form." No service charge shall be made for any registration or
exchange of notes, but Terex may require payment of a sum sufficient to cover
any transfer tax or other similar governmental charge payable in connection
therewith.

Terms of the New Notes

     The new notes:

     o    will be unsecured senior subordinated obligations of Terex maturing on
          January 15, 2014;

     o    will be subordinate in right of payment to certain other debt
          obligations of Terex; and

     o    will bear interest at 7-3/8% per annum from their date of original
          issuance and will be paid semiannually.

     Subject to compliance with the covenant described under "Certain
Covenants--Limitation on Indebtedness," we may issue additional notes under the
Indenture in a principal amount not to exceed $200 million in the aggregate (the
"additional notes"). The new notes will be subordinate in right of payment to
certain of our other debt obligations. The new notes will be payable
semiannually to holders of record at the close of business on January 1 or July
1 immediately preceding the interest payment date on January 15 and July 15 of
each year, commencing July 15, 2004. We will pay interest on overdue principal
at 1% per annum in excess of such rate, and will pay interest on overdue
installments of interest at such higher rate to the extent lawful. Interest on
the notes will be computed on the basis of a 360-day year of twelve 30-day
months.

Optional Redemption

     Except as set forth in the following paragraph, we will not be entitled to
redeem the notes at our option prior to January 15, 2009. Thereafter, we will be
entitled at our option to redeem all or a portion of the notes, in whole or in
part, at any time or from time to time, upon not less than 30 nor more than 60
days prior notice mailed by first-class mail to each holder's registered
address, at the following redemption prices (expressed in percentages

                                       24

of principal amount), plus accrued interest to the redemption date (subject to
the right of holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the 12-month
period commencing on January 15, of the years set forth below:

                  Redemption Period                  Price
                  -----------------                  -----
                  2009                               103.688%
                  2010                               102.458%
                  2011                               101.229%
                  2012 and thereafter                100.000%


     In addition, before January 15, 2007, we may at our option on one or more
occasions redeem in the aggregate up to 35.0% of the original principal amount
of the notes (including the original principal amount of any additional notes)
with the proceeds of one or more Public Equity Offerings, at a redemption price
(expressed as a percentage of principal amount) of 107.375% plus accrued
interest to the redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that at least 65% of the aggregate principal
amount of the notes originally outstanding remains outstanding (including the
original principal amount of any additional notes) after each such redemption.

     In the case of any partial redemption, we will select the notes for
redemption in accordance with the requirements of the principal national
securities exchange, if any, on which the notes are listed or, if the notes are
not listed on a securities exchange, the trustee will select the notes on a pro
rata basis, by lot or by such other method as the trustee in its sole discretion
shall deem to be fair and appropriate, although no note in original principal
amount of $1,000 or less shall be redeemed in part. If any new note is to be
redeemed in part only, the notice of redemption relating to such note shall
state the portion of the principal amount thereof to be redeemed. A new note in
principal amount equal to the unredeemed portion thereof will be issued in the
name of the holder thereof upon cancellation of the original note.

     The notes will not have the benefit of a sinking fund.

Subsidiary Guarantees

     Our obligations pursuant to the notes, including the repurchase obligation
resulting from a Change of Control, will be unconditionally guaranteed, jointly
and severally, on a senior subordinated basis, by each of the Subsidiary
Guarantors. Each Subsidiary Guarantee will not exceed the maximum amount that
can be guaranteed by the applicable Subsidiary Guarantor without rendering the
Subsidiary Guarantee, as it relates to such Subsidiary Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally. If a Subsidiary
Guarantee were to be rendered voidable, a court could deem it unenforceable or
subordinate it to all other indebtedness (including guarantees and other
contingent liabilities) of the applicable Subsidiary Guarantor, and, depending
on the amount of such indebtedness, a Subsidiary Guarantor's liability on its
Subsidiary Guarantee could be reduced to zero. See "Risk Factors--Since the
notes are senior subordinated debt, there may not be sufficient assets to pay
amounts owed on the notes if a default occurs" and "Risk Factors--As a result of
fraudulent conveyance laws, a court could void a guarantee of a subsidiary, in
which event noteholders would cease to have a claim against such subsidiary
guarantor."

     Pursuant to the Indenture, a Subsidiary Guarantor may consolidate with,
merge with or into, or transfer all or substantially all its assets to any other
Person to the extent described below under "Certain Covenants--Merger and
Consolidation"; provided, however, that if such other Person is not Terex or
another Subsidiary Guarantor, such Subsidiary Guarantor's obligations under its
Subsidiary Guarantee must be expressly assumed by such other Person. However,
generally upon the sale or other disposition (including by way of consolidation
or merger) of a Subsidiary Guarantor or the sale or disposition of all or
substantially all the assets of a Subsidiary Guarantor (in each case other than
to us or any of our Affiliates) permitted by the Indenture (including pursuant
to the exercise of remedies in respect of any Lien on the capital stock of a
Subsidiary Guarantor, which Lien secures outstanding Bank Indebtedness), such
Subsidiary Guarantor will be released and relieved from all its obligations
under its Subsidiary Guarantee.

                                       25

Subordination

     The indebtedness evidenced by the notes will be our senior subordinated
obligations. The payment of the principal of, premium (if any), and interest on
the notes is contractually subordinated in right of payment as set forth in the
Indenture, to the prior payment in full of all of our Senior Indebtedness.

     The obligations of a Subsidiary Guarantor under its Subsidiary Guarantee
will be a senior subordinated obligation of such Subsidiary Guarantor. As such,
the rights of noteholders to receive payment by a Subsidiary Guarantor pursuant
to its Subsidiary Guarantee will be contractually subordinated in right of
payment to the rights of holders of Senior Indebtedness of such Subsidiary
Guarantor. The terms of the subordination provisions described herein with
respect to our obligations under the notes apply equally to a Subsidiary
Guarantor and the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee.

     Our indebtedness and indebtedness of the Subsidiary Guarantors that
constitutes Senior Indebtedness will rank senior to the notes and the relevant
Subsidiary Guarantee in accordance with the provisions of the Indenture. The
notes will in all respects rank pari passu with all of our other Senior
Subordinated Indebtedness and the Subsidiary Guarantees will in all respects
rank pari passu with all other Senior Subordinated Indebtedness of the
Subsidiary Guarantors. Furthermore, the notes will rank senior to all of our
other Subordinated Obligations and the Subsidiary Guarantees will rank senior to
all other Subordinated Obligations of the Subsidiary Guarantors. See "
Subsidiary Guarantees," "Risk Factors--Since the notes are senior subordinated
debt, there may not be sufficient assets to pay amounts owed on the notes if a
default occurs" and "Risk Factors--As a result of fraudulent conveyance laws, a
court could void a guarantee of a subsidiary, in which event noteholders would
cease to have a claim against such subsidiary guarantor."

     As of September 30, 2003, on a pro forma basis, after giving effect to the
issuance of the old notes and the intended use of proceeds therefrom (including
$119 million in cash), (i) the Senior Indebtedness of Terex and the Subsidiary
Guarantors, to which the notes are contractually subordinated, was approximately
$586 million, consisting principally of $412 million of Indebtedness Incurred
under the Credit Facility, (ii) there would have been approximately $500 million
of Senior Subordinated Indebtedness of Terex or the Subsidiary Guarantors
ranking pari passu with the notes or the Subsidiary Guarantees, consisting of
the Existing Notes and the subsidiary guarantees thereof, and (iii) there would
have been no Subordinated Obligations ranking junior to the notes or the
Subsidiary Guarantees.

     In addition, claims of creditors of our subsidiaries, including trade
creditors, secured creditors and creditors holding indebtedness and guarantees
issued by such subsidiaries, and claims of preferred stockholders (if any) of
such subsidiaries, generally will have priority with respect to the assets and
earnings of such subsidiaries over the claims of our creditors, including the
holders of the notes, even if such obligations do not constitute Senior
Indebtedness. The notes therefore will be effectively subordinated to existing
and future liabilities of our subsidiaries, except to the extent that the
Subsidiary Guarantees may be enforceable by holders of the notes against the
Subsidiary Guarantors.

     We and the Subsidiary Guarantors have agreed in the Indenture that none of
us will Incur any Indebtedness that is expressly by its terms subordinate or
junior in right of payment to any Senior Indebtedness of Terex or any Subsidiary
Guarantor, and senior in any respect in right of payment to the notes, in the
case of Terex, or to the applicable Subsidiary Guarantee, in the case of a
Subsidiary Guarantor. Unsecured Indebtedness is not deemed to be subordinated or
junior to Secured Indebtedness merely because it is unsecured.

     We may not pay principal of, premium (if any) or interest on, the notes or
make any deposit pursuant to the provisions described under "Defeasance" below
and may not repurchase, redeem or otherwise retire any notes (collectively, "pay
the notes") if (i) any amount of principal, interest or other payments due under
the Designated Senior Indebtedness has not been paid when due and remains
outstanding or (ii) any other default on Designated Senior Indebtedness occurs
and the maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Designated Senior
Indebtedness has been paid in full. However, we may pay the notes without regard
to the foregoing if we and the trustee receive written notice approving such
payment from the Representative of the Designated Senior Indebtedness with
respect to which either of the events set forth in clause (i) or (ii) of the

                                       26

immediately preceding sentence has occurred and is continuing. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the second preceding sentence) with respect to any Designated Senior
Indebtedness pursuant to which the maturity thereof may be accelerated either
immediately without further notice (except such notice as may be required to
effect such acceleration) or upon the expiration of any applicable grace
periods, we may not pay the notes for a period (a "Payment Blockage Period") (a)
commencing upon the receipt by the trustee (with a copy to us) of written notice
(a "Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness specifying an election to effect a Payment
Blockage Period and (b) ending 179 days thereafter (or earlier if such Payment
Blockage Period is terminated (i) by written notice to the trustee and Terex
from the Person or Persons who gave such Blockage Notice, (ii) because the
default giving rise to such Blockage Notice is no longer continuing (solely as
evidenced by written notice to the trustee by the Representative of such
Designated Senior Indebtedness which notice shall be promptly delivered) or
(iii) because such Designated Senior Indebtedness has been repaid in full).
Notwithstanding the provisions described in the immediately preceding sentence
(but subject to the provisions described in the first sentence of this
paragraph), unless the holders of such Designated Senior Indebtedness or the
Representative of such holders have accelerated the maturity of such Designated
Senior Indebtedness, we may resume payments on the notes after the end of such
Payment Blockage Period. The notes will not be subject to more than one Payment
Blockage Period in any consecutive 360-day period, irrespective of the number of
defaults with respect to Designated Senior Indebtedness during such period.

     Upon any payment or distribution of the assets of either us or any
Subsidiary Guarantor upon a total or partial liquidation or dissolution or
reorganization of or similar proceeding, or any bankruptcy, insolvency,
receivership or similar proceeding, relating to either us or any Subsidiary
Guarantor or its property or an assignment for the benefit of creditors or
marshalling of assets and liabilities of ours or any Subsidiary Guarantor: (i)
the holders of Senior Indebtedness will be entitled to receive payment in full
of such Senior Indebtedness before the noteholders are entitled to receive any
payment, and (ii) until the Senior Indebtedness is paid in full, any payment or
distribution to which noteholders would be entitled but for the subordination
provisions of the Indenture will be made to holders of such Senior Indebtedness
as their interests may appear. If a payment or distribution is made to
noteholders that, due to the subordination provisions, should not have been made
to them, such noteholders are required to hold it in trust for the holders of
Senior Indebtedness and pay it over to them as their interests may appear.

     If payment of the notes is accelerated because of an Event of Default, we
or the trustee will promptly notify the holders of Designated Senior
Indebtedness or the Representative of such holders of the acceleration.

     Under the terms of the Indenture, in the event of insolvency: (i) our
creditors or the creditors of a Subsidiary Guarantor who are holders of Senior
Indebtedness of Terex or such Subsidiary Guarantor, as the case may be, may
recover more, ratably, than the noteholders, and (ii) our creditors or the
creditors of such Subsidiary Guarantor who are not holders of Senior
Indebtedness may recover less, ratably, than holders of Senior Indebtedness and
may recover more, ratably, than the noteholders.

     The terms of the subordination provisions described above will not apply to
payments from money or the proceeds of U.S. Government Obligations held in trust
by the trustee for the payment of principal of and interest on the notes
pursuant to the provisions described under " Defeasance."

Change of Control

     If we undergo a Change of Control, each holder shall have the right to
require us to repurchase all or any part of such holder's notes at a purchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

     Within 15 Business Days following any Change of Control, we will mail a
notice to the trustee and to each holder stating, among other things:

          (1) that a Change of Control has occurred and that such holder has the
     right to require us to purchase such holder's notes at a purchase price in
     cash equal to 101% of the principal amount thereof plus

                                       27

     accrued and unpaid interest, if any, to the date of purchase (subject to
     the right of holders of record on the relevant record date to receive
     interest on the relevant interest payment date);

          (2) the circumstances and relevant facts regarding such Change of
     Control (including information with respect to pro forma historical income,
     cash flow and capitalization after giving effect to such Change of
     Control);

          (3) the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (4) the instructions determined by us, consistent with the covenant
     described hereunder, that a holder must follow in order to have its notes
     purchased.

     We will comply in all material respects, to the extent applicable, with the
requirements of Section 14(e) of the Securities Exchange Act of 1934, as
amended, and any other securities laws or regulations in connection with the
repurchase of notes as a result of a Change in Control. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
the covenant described hereunder, we will comply with the applicable securities
laws and regulations and shall not be deemed to have breached our obligations
under the covenant described hereunder by virtue of our compliance with such
securities laws or regulations.

     Subject to the limitations discussed below, we could, in the future, enter
into certain transactions, including acquisitions, refinancings or other
recapitalizations, that would not constitute a Change of Control under the
Indenture, but that could increase the amount of Indebtedness outstanding at
such time or otherwise affect our capital structure or credit ratings.
Restrictions on our ability to Incur additional Indebtedness are contained in
the covenants described under " Certain Covenants--Limitation on Indebtedness"
and " Limitation on Indebtedness and Preferred Stock of Restricted
Subsidiaries." Such restrictions can only be waived with the consent of the
holders of a majority in principal amount of the notes then outstanding. Except
for the limitations contained in such covenants, however, the Indenture will not
contain any covenants or provisions that may afford holders protection in the
event of a highly leveraged transaction.

     If a Change of Control offer is made, we can not assure the holders that we
will have available funds sufficient to pay the purchase price for all of the
notes that might be delivered by holders seeking to accept the Change of Control
offer. Our failure to make or consummate the Change of Control offer or pay the
purchase price when due will give the trustee and the holders the rights
described under "Defaults."

     The existence of a holder's right to require us to offer to repurchase such
holder's notes upon a Change of Control may deter a third party from acquiring
Terex in a transaction which constitutes a Change of Control.

     The Credit Facility, under certain circumstances, prohibits us from
purchasing any notes prior to its expiration, and will also provide that the
occurrence of certain change of control events with respect to Terex would
constitute a default thereunder. In the event a Change of Control occurs at a
time when we are prohibited from purchasing notes, we may (but are not required
to) seek the consent of our lenders to the purchase of notes or may (but are not
required to) attempt to refinance the borrowings that contain such prohibition.

     Future Indebtedness that we may Incur may contain prohibitions on the
occurrence of certain events that would constitute a Change of Control or
require such Indebtedness to be repaid or repurchased upon a Change of Control.
Moreover, the exercise by the holders of their right to require us to repurchase
the notes could cause a default under such Indebtedness, even if the Change of
Control itself does not, due to the financial effect of such repurchase on us.
Finally, our ability to pay cash to the holders following the occurrence of a
Change of Control may be limited by our then existing financial resources. We
can not assure the holders that sufficient funds will be available when
necessary to make any required repurchases.

     The provisions under the Indenture relating to our obligation to make an
offer to repurchase the notes as a result of a Change of Control may be waived
or modified with the written consent of each holder of notes then outstanding.

                                       28

Certain Covenants

     The Indenture contains covenants including, among others, the following:

     Limitation on Indebtedness

     (a) Terex will not Incur, directly or indirectly, any Indebtedness
(including Acquired Indebtedness) unless, on the date of such Incurrence, and
after giving pro forma effect thereto, (i) no Default or Event of Default shall
have occurred and be continuing or would occur and (ii) the Consolidated Cash
Flow Coverage Ratio at the date of such issuance exceeds 2.0 to 1.0.

     (b) Notwithstanding paragraph (a), Terex may Incur the following
Indebtedness:

          (1) Indebtedness Incurred pursuant to the Credit Facility, together
     with all Indebtedness then outstanding and Incurred pursuant to clause (1)
     of "Limitation on Indebtedness and Preferred Stock of Restricted
     Subsidiaries" below, not to exceed in outstanding principal amount the
     greater of (1) $950 million at any time outstanding and (2) the sum of (x)
     80% of the consolidated book value of the net accounts receivable of Terex
     and (y) 50% of the consolidated book value of the inventory of Terex, in
     each case determined in accordance with GAAP;

          (2) Indebtedness owed to and held by a Restricted Subsidiary;
     provided, however, that any subsequent issuance or transfer of any Capital
     Stock that results in such Subsidiary ceasing to be a Restricted
     Subsidiary, or any transfer of such Indebtedness (other than to a
     Restricted Subsidiary) shall be deemed, in each case, to constitute the
     Incurrence of such Indebtedness by Terex;

          (3) the old notes and the new notes (other than additional notes);

          (4) Indebtedness (other than Indebtedness described in clause (1),
     (2), or (3) above) outstanding on November 25, 2003 (including the Existing
     Notes);

          (5) any Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to paragraph (a) or pursuant to clause (3), (4) or (8) or this
     clause (5) or pursuant to clause (5) of the covenant described under
     "--Limitation on Indebtedness and Preferred Stock of Restricted
     Subsidiaries" below;

          (6) obligations of Terex pursuant to (A) Interest Rate Protection
     Agreements in respect of Indebtedness of Terex that is permitted by the
     terms of the Indenture to be outstanding to the extent the notional
     principal amount of such obligation does not exceed the aggregate principal
     amount of the Indebtedness to which such Interest Rate Protection
     Agreements relate, (B) Currency Agreement Obligations in respect of foreign
     exchange exposures Incurred by Terex in the ordinary course of its business
     and (C) commodity agreements of Terex to the extent entered into in the
     ordinary course of business to protect Terex from fluctuations in the
     prices of raw materials used in its business;

          (7) Indebtedness of Terex consisting of obligations in respect of
     purchase price adjustments in connection with the acquisition or
     disposition of assets by Terex or any Restricted Subsidiary permitted under
     the Indenture;

          (8) Capital Lease Obligations, Purchase Money Indebtedness and
     Acquired Indebtedness (to the extent not Incurred in connection with, or in
     anticipation or contemplation of, the relevant transaction) in an aggregate
     principal amount, together with the principal amount of Indebtedness
     Incurred pursuant to clause (9) of "--Limitation on Indebtedness and
     Preferred Stock of Restricted Subsidiaries," not exceeding $25 million at
     any one given time outstanding;

          (9) performance bonds, surety bonds, insurance obligations or bonds
     and other similar bonds or obligations incurred by Terex in the ordinary
     course of business consistent with past practice;

                                       29

          (10) Floor Plan Guarantees;

          (11) Indebtedness resulting from endorsement of negotiable instruments
     for collection in the ordinary course of business;

          (12) Indebtedness arising under indemnity agreements to title insurers
     to cause such title insurers to issue to the Collateral Agent mortgagee
     title insurance policies; and

          (13) Obligations of Terex pursuant to Interest Rate Protection
     Agreements in respect of Indebtedness of Terex that is permitted by the
     terms of the Indenture to be outstanding to the extent the notional
     principal amount of such obligation does not exceed the aggregate principal
     amount of the Indebtedness to which such Interest Rate Protection
     Agreements relate; and

          (14) Indebtedness in an aggregate principal amount which, together
     with all other Indebtedness of Terex then outstanding (other than
     Indebtedness permitted by paragraph (a) or clauses (1) through (13) of this
     paragraph (b)) does not exceed $25 million (less the amount of any
     Subsidiary Indebtedness and Preferred Stock then outstanding and Incurred
     pursuant to clause (12) of "--Limitation on Indebtedness and Preferred
     Stock of Restricted Subsidiaries").

     (c) Except to the extent that such Indebtedness is permitted to be Incurred
pursuant to paragraphs (a) and (b) above and the provisions of "--Limitation on
Indebtedness and Preferred Stock of Restricted Subsidiaries," Terex will not,
and will not permit any Restricted Subsidiary to, Incur any Indebtedness if the
proceeds thereof are used, directly or indirectly, to repay, prepay, redeem,
defease, retire, refund or refinance any Subordinated Obligations unless such
Indebtedness shall be subordinated to the notes or the relevant Subsidiary
Guarantee, as applicable, to at least the same extent as such Subordinated
Obligations.

     (d) For purposes of determining compliance with the covenants entitled
"--Limitation on Indebtedness" and "--Limitation on Indebtedness and Preferred
Stock of Restricted Subsidiaries," in the event that an item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described
above, Terex, in its sole discretion, will classify such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one
of the above clauses.

     (e) For purposes of determining amounts of Indebtedness under the covenants
entitled "--Limitation on Indebtedness" and "--Limitation on Indebtedness and
Preferred Stock of Restricted Subsidiaries," Indebtedness resulting from
security interests granted with respect to Indebtedness otherwise included in
the determination of Indebtedness, and Guarantees (and security interests with
respect thereof) of, or obligations with respect to letters of credit
supporting, Indebtedness otherwise included in the determination of Indebtedness
shall not be included in the determination of Indebtedness.

     (f) Indebtedness of any Person which is outstanding at the time such Person
becomes a Restricted Subsidiary of Terex (including upon designation of any
subsidiary or other person as a Restricted Subsidiary) or is merged with or into
or consolidated with Terex or a Restricted Subsidiary of Terex shall be deemed
to have been Incurred at the time such Person becomes such a Restricted
Subsidiary of Terex or merged with or into or consolidated with Terex or a
Restricted Subsidiary of Terex, as applicable.

     Limitation on Indebtedness and Preferred Stock of Restricted Subsidiaries

     Terex will not permit any Restricted Subsidiary to Incur, directly or
indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary
Guarantor shall be permitted to issue Preferred Stock) except for the following:

          (1) Indebtedness Incurred pursuant to the Credit Facility, together
     with the aggregate amount of all Indebtedness then outstanding and issued
     pursuant to clause (b)(1) of "--Limitation on Indebtedness" above, not to
     exceed in outstanding principal amount the greater of (1) $950 million at
     any time outstanding and (2) the sum of (x) 80% of the consolidated book
     value of the net accounts receivable of

                                       30

     Terex and (y) 50% of the consolidated book value of the inventory of Terex,
     in each case determined in accordance with GAAP;

          (2) Indebtedness or Preferred Stock issued to and held by Terex or a
     Restricted Subsidiary; provided, however, that (A) any subsequent issuance
     or transfer of any Capital Stock that results in any such Subsidiary
     ceasing to be a Restricted Subsidiary or (B) any subsequent transfer of
     such Indebtedness or Preferred Stock (other than to Terex or a Restricted
     Subsidiary) shall be deemed, in each case, to constitute the Incurrence of
     such Indebtedness or Preferred Stock by the issuer thereof;

          (3) Acquired Indebtedness (to the extent not Incurred in connection
     with, or in anticipation or contemplation of, the relevant transaction) of
     such Restricted Subsidiary; provided that after giving effect to the
     Incurrence of such Acquired Indebtedness, Terex could incur $1.00 of
     Indebtedness pursuant to paragraph (a) under "--Limitation on
     Indebtedness";

          (4) Indebtedness or Preferred Stock (other than any described in
     clause (1), (2) or (3)) outstanding on November 25, 2003 (including
     Guarantees in respect of the Existing Notes);

          (5) Refinancing Indebtedness Incurred in respect of Indebtedness or
     Preferred Stock referred to in clause (3), (4) or (9) or this clause (5);
     provided, however, that to the extent such Refinancing Indebtedness
     Refinances Acquired Indebtedness or Preferred Stock of a Restricted
     Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing
     Indebtedness shall be Incurred only by such Restricted Subsidiary;

          (6) Obligations of a Restricted Subsidiary pursuant to (A) Interest
     Rate Protection Agreements in respect of Indebtedness of the Restricted
     Subsidiary that is permitted by the terms of the Indenture to be
     outstanding to the extent the notional principal amount of such obligation
     does not exceed the aggregate principal amount of the Indebtedness to which
     such Interest Rate Protection Agreements relate, (B) Currency Agreement
     Obligations in respect of foreign exchange exposures Incurred by the
     Restricted Subsidiary in the ordinary course of its business and (C)
     commodity agreements of the Restricted Subsidiary to the extent entered
     into in the ordinary course of business to protect the Restricted
     Subsidiary from fluctuations in the prices of raw materials used in its
     business;

          (7) Indebtedness consisting of the Subsidiary Guarantees (other than
     in respect of additional notes);

          (8) Indebtedness of any Restricted Subsidiary consisting of
     Obligations in respect of purchase price adjustments in connection with the
     acquisition or disposition of assets by any Restricted Subsidiary permitted
     under the Indenture;

          (9) Capital Lease Obligations, Purchase Money Indebtedness and
     Acquired Indebtedness (to the extent not Incurred in connection with, or in
     anticipation or contemplation of, the relevant transaction) in an aggregate
     principal amount not exceeding, together with the principal amount of
     Indebtedness Incurred pursuant to clause (b)(8) of "--Limitation on
     Indebtedness," $25 million at any one given time outstanding;

          (10) performance bonds, surety bonds, insurance obligations or bonds
     and other similar bonds or obligations incurred by a Restricted Subsidiary
     in the ordinary course of business consistent with past practice;

          (11) Floor Plan Guarantees; and

          (12) Indebtedness and Preferred Stock in an aggregate principal amount
     which, together with any other Indebtedness or Preferred Stock of
     Restricted Subsidiaries then outstanding (other than Indebtedness or
     Preferred Stock permitted by clauses (1) through (11) of this Section) does
     not exceed $25

                                       31

     million (less the amount of any Indebtedness then outstanding and Incurred
     pursuant to clause (b)(14) of "--Limitation on Indebtedness").

     Limitation on Liens Securing Subordinated Indebtedness

     Terex will not, and will not permit any Restricted Subsidiary to, create,
Incur, assume or suffer to exist any Liens of any kind (other than Permitted
Liens) upon any of their respective assets or properties now owned or acquired
after the date of the Indenture or any income or profits therefrom securing
either:

          (1) any Indebtedness of Terex or a Restricted Subsidiary which is
     expressly by its terms subordinate or junior in right of payment to any
     other Indebtedness of Terex or such Restricted Subsidiary, as the case may
     be, unless the notes or the relevant Subsidiary Guarantee, as the case may
     be, are equally and ratably secured for so long as such Indebtedness is so
     secured; provided that, if such Indebtedness which is expressly by its
     terms subordinate or junior in right of payment to any other Indebtedness
     of Terex or a Restricted Subsidiary is expressly subordinate or junior to
     the notes or the relevant Subsidiary Guarantee, as the case may be, then
     the Lien securing such subordinated or junior Indebtedness shall be
     subordinate and junior to the Lien securing the notes or the relevant
     Subsidiary Guarantee, as the case may be, with the same relative priority
     as such subordinated or junior Indebtedness shall have with respect to the
     notes or the relevant Subsidiary Guarantee, as the case may be, or

          (2) any assumption, guarantee or other liability of Terex or any
     Restricted Subsidiary in respect of any Indebtedness of Terex or a
     Restricted Subsidiary which is expressly by its terms subordinate or junior
     in right of payment to any other Indebtedness of Terex or such Restricted
     Subsidiary, unless the notes or the relevant Subsidiary Guarantee, as the
     case may be, are equally and ratably secured for so long as such
     assumption, guaranty or other liability is so secured; provided that, if
     such subordinated Indebtedness which is expressly by its terms subordinate
     or junior in right of payment to any other Indebtedness of Terex or a
     Restricted Subsidiary is expressly by its terms subordinate or junior to
     the notes or the relevant Subsidiary Guarantee, as the case may be, then
     the Lien securing the assumption, guarantee or other liability of such
     Subsidiary shall be subordinate and junior to the Lien securing the notes
     or the relevant Subsidiary Guarantee, as the case may be, with the same
     relative priority as such subordinated or junior Indebtedness shall have
     with respect to the notes or the relevant Subsidiary Guarantee, as the case
     may be.

     Limitation on Other Senior Subordinated Indebtedness

     Terex will not, and will not permit any Restricted Subsidiary Guarantor to,
create, Incur, assume, guarantee or in any other manner become liable with
respect to any Indebtedness that is expressly by its terms subordinate or junior
in right of payment to any Senior Indebtedness of Terex or any Subsidiary
Guarantor and senior in any respect in right of payment to the notes, in the
case of Terex, or to the applicable Subsidiary Guarantee in the case of a
Subsidiary Guarantor.

     Limitation on Restricted Payments

     (a) Terex will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any distribution
on or in respect of its Capital Stock (including any payment in connection with
any merger or consolidation involving Terex) or to the direct or indirect
holders of its Capital Stock in their capacities as such (except dividends or
distributions payable solely in Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase its Capital Stock (other than
Disqualified Stock) and except dividends or distributions payable to Terex or
any Restricted Subsidiary (and, if the Restricted Subsidiary making such
dividends or distributions has any stockholders other than Terex or another
Restricted Subsidiary, to such stockholders on no more than a pro rata basis,
measured by value)), (ii) purchase, redeem or otherwise acquire or retire for
value any Capital Stock of Terex, any Restricted Subsidiary or any other
Affiliate of Terex, (iii) purchase, repurchase, redeem, defease or otherwise
acquire or retire for value, prior to scheduled maturity, scheduled repayment or
scheduled sinking fund payment, any Subordinated Obligations or (iv) make any
Restricted Investment (any such dividend, distribution, purchase, redemption,
repurchase, defeasance, other acquisition,

                                       32

retirement or Restricted Investment being herein referred to as a "Restricted
Payment") if at the time Terex or such Restricted Subsidiary makes such
Restricted Payment:

     (1) a Default shall have occurred and be continuing (or would result
therefrom); or

     (2) Terex would not be permitted to issue an additional $1.00 of
Indebtedness pursuant to paragraph (a) under "--Limitation on Indebtedness"
after giving pro forma effect to such Restricted Payment; or

     (3) the aggregate amount of such Restricted Payment and all other
Restricted Payments since March 31, 1998 would exceed the sum of:

          (A) 50% of the Consolidated Net Income accrued during the period
     (treated as one accounting period) from the beginning of the first full
     fiscal quarter commencing after March 31, 1998 to the end of the most
     recent fiscal quarter for which financial statements are available (or, in
     case such Consolidated Net Income shall be a deficit, minus 100% of such
     deficit) plus

          (B) the aggregate Net Cash Proceeds received by Terex from (x) the
     issue or sale of its Capital Stock (other than Disqualified Stock)
     subsequent to March 31, 1998 (other than an issuance or sale to a
     Subsidiary or an employee stock ownership plan or similar trust in the
     benefit of employees) and (y) the issue or sale (other than an issuance or
     sale to a Subsidiary or an employee stock ownership plan or similar trust
     in the benefit of employees) after March 31, 1998 of Disqualified Stock or
     debt securities that have been converted or exchanged in accordance with
     their terms for Capital Stock of Terex (other than Disqualified Stock), in
     each case to the extent such proceeds are not used to redeem, repurchase,
     retire or otherwise acquire Capital Stock or any Indebtedness of Terex or
     any Restricted Subsidiary or to make any Investment pursuant to clause (8)
     of the definition of "Permitted Investment."

     (b) The provisions of clauses (2) and (3) of paragraph (a) shall not
prohibit:

          (1) any purchase or redemption of Capital Stock or Subordinated
     Obligations of Terex made by exchange for, or out of the proceeds of the
     substantially concurrent sale or issuance of, Capital Stock of Terex (other
     than Disqualified Stock and other than Capital Stock issued or sold to a
     Subsidiary or an employee stock ownership plan); provided, however, that
     the Net Cash Proceeds from such sale shall be excluded from clause (3)(B)
     of paragraph (a);

          (2) dividends paid within 60 days after the date of declaration if at
     such date of declaration such dividend would have complied with this
     provision; provided, however, that such dividend shall be deducted in the
     calculation of the amount of Restricted Payments available to be made
     referred to in clause (3) of paragraph (a) above;

          (3) the repurchase of shares of, or options to purchase shares of,
     Capital Stock of Terex or any of its Subsidiaries from employees, former
     employees, directors or former directors of Terex or any of its
     Subsidiaries (or permitted transferees of such employees, former employees,
     directors or former directors), pursuant to the terms of the agreements
     (including employment agreements) or plans (or amendments thereto) approved
     by the Board of Directors under which such individuals purchase or sell or
     are granted the option to purchase or sell, shares of such common stock;
     provided, however, that the aggregate amount of any repurchases pursuant to
     this clause (3) and any purchases pursuant to clause (4) below shall not
     exceed $5 million per year;

          (4) provided that no Default or Event of Default shall have occurred
     or be continuing at the time of such payment or after giving effect
     thereto, the purchase by Terex of shares of its common stock (for not more
     than fair market value) in connection with the delivery of such stock to
     grantees under any stock option plan (upon the exercise by such grantees of
     their stock options) or any other deferred compensation plan of Terex
     approved by the Board of Directors; provided, however, that the aggregate

                                       33

     amount of any purchases pursuant to this clause (4) and any repurchases
     pursuant to clause (3) above shall not exceed $5 million per year;

          (5) the redemption, purchase, retirement or other payoff of any
     Subordinated Obligations with the proceeds of any Refinancing Indebtedness
     permitted to be incurred pursuant to the terms of clause (b)(5) of
     "--Certain Covenants--Limitation on Indebtedness" and clause (5) of
     "--Limitation on Indebtedness and Preferred Stock of Restricted
     Subsidiaries"; and

          (6) provided that no Default or Event of Default shall have occurred
     or be continuing at the time of such payment or after giving effect
     thereto, other Restricted Payments in an aggregate amount not to exceed $10
     million; provided, however, that such payment shall be deducted in the
     calculation of the amount of Restricted Payments available to be made
     referred to in clause (3) of paragraph (a) above.

     Limitation on Restrictions on Distributions from Restricted Subsidiaries

     Terex will not, and will not permit any Restricted Subsidiary to, directly
or indirectly, create or permit to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay dividends or
make any other distributions on its Capital Stock or with respect to any other
interest or participation in, or measured by, its profits to Terex or a
Restricted Subsidiary or pay any Indebtedness or other obligation owed to Terex
or a Restricted Subsidiary, (b) make any loans or advances to Terex or any other
Restricted Subsidiary or (c) transfer any of its property or assets to Terex or
any other Restricted Subsidiary, except for such encumbrances or restrictions
existing under or by reason of:

          (1) the Credit Facility as in effect on November 25, 2003, and any
     amendments, restatements, renewals, replacements or refinancings thereof;
     provided, however, that such amendments, restatements, renewals,
     replacements or refinancings are no more restrictive with respect to such
     dividend and other payment restrictions than those contained in the Credit
     Facility (or, if more restrictive, than those contained in the Indenture)
     immediately prior to any such amendment, restatement, renewal, replacement
     or refinancing,

          (2) applicable law,

          (3) any instrument governing Indebtedness or Capital Stock of an
     Acquired Person acquired by Terex or any of its Restricted Subsidiaries as
     in effect at the time of such acquisition (except to the extent such
     Indebtedness was incurred in connection with or in contemplation of such
     acquisition); provided, however, that (A) such restriction is not
     applicable to any Person, or the properties or assets of any Person, other
     than the Acquired Person, and (B) the consolidated net income of an
     Acquired Person for any period prior to such acquisition shall not be taken
     into account in determining whether such acquisition was permitted by the
     terms of the Indenture,

          (4) by reason of customary non-assignment provisions in leases or
     other agreements entered into the ordinary course of business and
     consistent with past practices,

          (5) Purchase Money Indebtedness for property acquired in the ordinary
     course of business that only impose restrictions on the property so
     acquired,

          (6) an agreement for the sale or disposition of the Capital Stock or
     assets of such Restricted Subsidiary; provided, however, that such
     restriction is only applicable to such Restricted Subsidiary or assets, as
     applicable, and such sale or disposition otherwise is permitted under
     "--Limitation on Sales of Assets and Subsidiary Stock" below; provided,
     further, however, that such restriction or encumbrance shall be effective
     only for a period from the execution and delivery of such agreement through
     a termination date not later than 270 days after such execution and
     delivery, or

          (7) Refinancing Indebtedness permitted under the Indenture; provided,
     however, that the restrictions contained in the agreements governing such
     Refinancing Indebtedness are no more restrictive in

                                       34

     the aggregate than those contained in the agreements governing the
     Indebtedness being refinanced immediately prior to such refinancing.

     Notwithstanding the foregoing, neither (a) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business, consistent with past practice, nor (b) Liens permitted under the
Indenture, shall in and of themselves be considered a restriction on the ability
of the applicable Restricted Subsidiary to transfer such agreements or assets,
as the case may be.

     Limitation on Sales of Assets and Subsidiary Stock

     (a) Terex will not, and will not permit any Restricted Subsidiary to, make
any Asset Disposition unless:

          (1) Terex or such Restricted Subsidiary receives consideration at the
     time of such Asset Disposition at least equal to the fair market value, as
     determined in good faith by the Board of Directors (including as to the
     value of all non-cash consideration), of the shares and assets subject to
     such Asset Disposition and at least 75% of the consideration thereof
     received by Terex or such Restricted Subsidiary, as the case may be, is in
     the form of cash or Cash Equivalents, and

          (2) an amount equal to 100% of the Net Available Cash from such Asset
     Disposition is applied by Terex (or such Restricted Subsidiary, as the case
     may be):

               (A) first, (x) to the extent Terex elects (or is required by the
          terms of any Senior Indebtedness), to prepay, repay or purchase Senior
          Indebtedness of Terex within 360 days of such Asset Disposition, (y)
          at Terex's election to the investment by Terex or any Wholly Owned
          Subsidiary or such Restricted Subsidiary in long-term assets to
          replace the assets that were the subject of such Asset Disposition or
          a long-term asset that (as determined in good faith by the Board of
          Directors) is directly related to the business of Terex and the
          Restricted Subsidiaries existing on November 25, 2003, in each case
          within 360 days from the date of such Asset Disposition, or (z) a
          combination of the foregoing purposes within such 360-day period;

               (B) second, to the extent of the balance of such Net Available
          Cash after application in accordance with clause (A), to make a pro
          rata offer to purchase notes at par (and, to the extent required by
          the instrument governing such Indebtedness, any other Senior
          Subordinated Indebtedness designated by Terex, at a price no greater
          than par) plus accrued and unpaid interest, and

               (C) third, to the extent of the balance of such Net Available
          Cash after application in accordance with clauses (A) and (B), for
          general corporate purposes otherwise permitted under the Indenture;
          provided, however, that in connection with any prepayment, repayment
          or purchase of Indebtedness pursuant to clause (A) or (B) above, Terex
          or such Subsidiary shall retire such Indebtedness and cause the
          related loan commitment (if any) to be permanently reduced in an
          amount equal to the principal amount so prepaid, repaid or purchased.
          Notwithstanding the foregoing provisions of this Section, Terex and
          its Restricted Subsidiaries shall not be required to apply any Net
          Available Cash in accordance with this Section except to the extent
          that the aggregate Net Available Cash from all Asset Dispositions
          (including any Asset Dispositions made since November 25, 2003) which
          are not applied in accordance with this Section exceeds $25 million.
          Pending application of Net Available Cash pursuant to this Section,
          such Net Available Cash shall be used to temporarily reduce Senior
          Indebtedness or invested in Cash Equivalents.

     For the purposes of this covenant, the following is deemed to be cash or
Cash Equivalents: the express assumption of Indebtedness (other than any
Indebtedness that is by its terms subordinated to the notes) of Terex or any
Restricted Subsidiary, but only to the extent that such assumption is effected
on a basis under which there is no further recourse to Terex or any of the
Restricted Subsidiaries with respect to such liabilities.

                                       35

     (b) In the event of an Asset Disposition that requires the purchase of the
notes (and other Senior Subordinated Indebtedness) pursuant to clause (a)(2)(B)
above, Terex will purchase notes tendered pursuant to an offer by Terex for the
notes (and, to the extent required, other Senior Subordinated Indebtedness) at a
purchase price of 100% of their principal amount (without premium) plus accrued
but unpaid interest (or, in respect of such other Senior Subordinated
Indebtedness, such lesser price, if any, as may be provided for by the terms of
such Senior Subordinated Indebtedness) in accordance with the procedures
(including prorating in the event of oversubscription) set forth in the
Indenture which will include, among other things, that the offer shall remain
open for 20 Business Days following its commencement. If the aggregate purchase
price of notes (and, to the extent required, any other Senior Subordinated
Indebtedness) tendered pursuant to such offer is less than the Net Available
Cash allotted to the purchase thereof, Terex will be required to apply the
remaining Net Available Cash in accordance with clause (a)(2)(C) above. Terex
will not be required to make such an offer to purchase notes (and other Senior
Subordinated Indebtedness) pursuant to this covenant if the Net Available Cash
available therefor is less than $10 million (which lesser amount shall be
carried forward for purposes of determining whether such an offer is required
with respect to any subsequent Asset Disposition).

     (c) Terex will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, Terex will comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this clause by virtue thereof.

     Limitation on Affiliate Transactions

     (a) Terex will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into any transaction or
series of similar transactions (including the purchase, sale, lease or exchange
of any asset or property or the rendering of any service) with any Affiliate of
Terex (other than any employee stock ownership plan for the benefit of Terex's
or a Restricted Subsidiary's employees) unless the terms of such business,
transaction or series of transactions are:

          (1) as favorable to Terex or such Restricted Subsidiary as terms that
     would be obtainable at the time for a comparable transaction or series of
     similar transactions in arms length dealings with an unrelated third
     Person; and

          (2) if such business, transaction or series of similar transactions
     involves an amount in excess of $5 million, the terms of such business,
     transaction or series of similar transactions shall be in writing and a
     majority of the disinterested members of the Board of Directors shall have,
     by resolution, determined in good faith that such business or transaction
     or series of transactions meets the criteria set forth in (1) above;

provided, however, that if such business, transaction or series of similar
transactions involves an amount in excess of $15 million, Terex shall also
obtain from a nationally recognized independent investment banking firm,
accounting firm or appraisal firm with experience in evaluating the terms and
conditions of such type of business or transactions an opinion that such
transaction is fair from a financial point of view to Terex or its Restricted
Subsidiary, as the case may be; provided, further, however, that the provisions
of both clause (2) above and the preceding proviso shall not apply with respect
to any such business, transaction or series of transactions between Terex or any
Subsidiary Guarantor, on the one hand, and any Restricted Subsidiary, on the
other hand, which business, transaction or series of transactions is entered
into in the ordinary course of business.

     (b) The provisions of the foregoing paragraph (a) shall not apply to:

          (1) any Restricted Payment permitted to be made pursuant to the
     covenant described under "--Limitation on Restricted Payments," or any
     payment or transaction specifically excepted from the definition of
     Restricted Payment;

          (2) any issuance of securities, or other payments, awards or grants in
     cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership

                                       36

     plans entered into in the ordinary course of business and approved by a
     majority of the entire Board of Directors or by a majority of the
     disinterested members of the Board of Directors or a majority of the entire
     board of directors or a majority of the disinterested members of the board
     of directors of the relevant Restricted Subsidiary;

          (3) the grant of stock options or similar rights to employees and
     directors pursuant to plans approved by a majority of the entire Board of
     Directors or by a majority of the disinterested members of the Board of
     Directors or a majority of the entire board of directors or a majority of
     the disinterested members of the board of directors of the relevant
     Restricted Subsidiary;

          (4) loans or advances to officers, directors or employees in the
     ordinary course of business;

          (5) the payment of reasonable fees to directors of Terex and its
     Restricted Subsidiaries who are not employees of Terex or its Restricted
     Subsidiaries;

          (6) any Affiliate transaction between Terex and a Subsidiary
     Guarantor, between Subsidiary Guarantors, or between Restricted
     Subsidiaries (neither of which is a Subsidiary Guarantor);

          (7) indemnification or insurance provided to officers or directors of
     Terex or any Subsidiary approved in good faith by the Board of Directors;

          (8) payment of compensation and benefits to directors, officers and
     employees of Terex and its Subsidiaries approved in good faith by the Board
     of Directors; and

          (9) the purchase of or the payment of Indebtedness of or monies owed
     by Terex or any of its Restricted Subsidiaries for goods or materials
     purchased, or services received, in the ordinary course of business.

     Limitation on the Sale or Issuance of Capital Stock of Restricted
Subsidiaries

     Terex will not sell or otherwise dispose of any Capital Stock of a
Restricted Subsidiary, and will not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell or otherwise dispose of any of its Capital Stock
except (1) to Terex or a Wholly Owned Subsidiary, (2) if, immediately after
giving effect to such issuance, sale or other disposition, neither Terex nor any
of its Subsidiaries own any Capital Stock of such Restricted Subsidiary, (3)
Preferred Stock of a Subsidiary Guarantor, or (4) directors qualifying shares.

     Merger and Consolidation

     Terex will not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets (computed on a consolidated basis) to,
any Person or group of affiliated Persons, unless:

          (1) the resulting, surviving or transferee Person shall be Terex or,
     if not Terex, shall be a corporation organized and existing under the laws
     of the United States of America, any State thereof or the District of
     Columbia (the "Successor Company"), and such Successor Company shall
     expressly assume, by an indenture supplemental to the Indenture, executed
     and delivered to the trustee, all the obligations of Terex under the notes
     and this Indenture (and the Subsidiary Guarantees shall be confirmed as
     applying to such Person's obligations);

          (2) at the time of and immediately after giving effect to such
     transaction or transactions on a pro forma basis (and treating any
     Indebtedness which becomes an obligation of the resulting, surviving or
     transferee Person or any Subsidiary as a result of such transaction as
     having been Incurred by such Person or such Subsidiary at the time of such
     transaction), no Default or Event of Default shall have occurred and be
     continuing;

                                       37

          (3) immediately after giving effect to such transaction, the
     resulting, surviving or transferee Person would be able to Incur at least
     $1.00 of Indebtedness pursuant to paragraph (a) of the "--Limitation on
     Indebtedness"; and

          (4) Terex shall have delivered to the trustee an Officers Certificate
     and if a supplemental indenture is required, an Opinion of Counsel, each
     stating that such consolidation, merger or transfer and such supplemental
     indenture (if any) comply with the Indenture.

     The Successor Company will be the successor to Terex and shall succeed to,
and be substituted for, and may exercise every right and power of, Terex under
the Indenture, and the predecessor company, in the case of a conveyance,
transfer or lease, shall be released from the obligation to pay the principal of
and interest on the notes.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, Terex's interest in which constitutes all or substantially
all of the properties and assets of Terex will be deemed to be the transfer of
all or substantially all of the properties and assets of Terex.

     Terex will not permit any Subsidiary Guarantor to consolidate with or merge
with or into, or convey, transfer or lease, in one transaction or a series of
transactions, all or substantially all of its assets to, any Person unless:

          (1) the resulting, surviving or transferee Person shall be Terex or a
     Subsidiary Guarantor or, if not Terex or such a Subsidiary Guarantor, shall
     be a corporation organized and existing under the laws of the jurisdiction
     under which such Subsidiary was organized or under the laws of the United
     States of America, or any State thereof or the District of Columbia, and
     such Person shall expressly assume, by executing a Subsidiary Guarantee,
     all the obligations of such Subsidiary, if any, under its Subsidiary
     Guarantee;

          (2) immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation of the resulting, surviving or transferee Person as a
     result of such transaction as having been issued by such Person at the time
     of such transaction), no Default or Event of Default shall have occurred
     and be continuing;

          (3) immediately after giving effect to such transaction, Terex would
     be able to Incur at least $1.00 of Indebtedness pursuant to the
     "--Limitation on Indebtedness"; and

          (4) Terex delivers to the trustee an Officers Certificate and an
     Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such Subsidiary Guarantee, if any, complies with the
     Indenture.

     The provisions of clauses (1), (2) and (3) above shall not apply to any one
or more transactions which constitute (a) an Asset Disposition subject to the
applicable provisions of the covenant described under "--Limitation on Sales of
Assets and Subsidiary Stock" above or (b) the grant of any Lien on the assets of
a Restricted Subsidiary to secure outstanding Bank Indebtedness, which Lien is
otherwise permitted by the terms of the Indenture, or any conveyance or transfer
of such assets resulting from an exercise of remedies in respect of any such
Lien.

     Notwithstanding the foregoing, Terex may merge with or into, or convey,
transfer or lease all or substantially all of its assets to, any Subsidiary
Guarantor, and a Subsidiary Guarantor may merge with or into, or convey,
transfer or lease all or substantially all of its assets to, any other
Subsidiary Guarantor.

     The phrase "all or substantially all" of the assets of Terex or a
Subsidiary Guarantor will likely be interpreted under applicable state law and
will be dependent upon particular facts and circumstances. As a result, there
may be a degree of uncertainty in ascertaining whether a sale or transfer of
"all or substantially all" of the assets of Terex or a Subsidiary Guarantor has
occurred.

                                       38

     Future Subsidiary Guarantors

     The Indenture provides that Terex and each Subsidiary Guarantor will cause
each Restricted Subsidiary of Terex organized or existing under the laws of the
United States, any state thereof or the District of Columbia of Terex which,
after November 25, 2003 (if not then a Subsidiary Guarantor), becomes a
Restricted Subsidiary to execute and deliver an indenture supplemental to the
Indenture and thereby become a Subsidiary Guarantor which shall be bound by the
Subsidiary Guarantee of the notes in the form set forth in the Indenture
(without such future Subsidiary Guarantor being required to execute and deliver
the Subsidiary Guarantee endorsed on the notes). In addition, the Indenture
provides that Terex will not permit any Restricted Subsidiary that is not a
Subsidiary Guarantor to Guarantee any other Indebtedness of Terex or any
Subsidiary Guarantor unless such Restricted Subsidiary simultaneously executes a
supplemental indenture to the Indenture providing for the Guarantee of the
payment of the notes by such Restricted Subsidiary, which Guarantee of the
payment of the notes shall be subordinated to the Guarantee of such other
Indebtedness to the same extent as the notes or the Subsidiary Guarantees, as
applicable, are subordinated to such other Indebtedness; provided, however, that
such Restricted Subsidiary shall not be required to so Guarantee the payment of
the notes to the extent that such other Indebtedness does not exceed $1 million
individually or, together with any other Indebtedness of Terex or any Subsidiary
Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate.
Such Restricted Subsidiary shall be deemed released from its obligations under
the Guarantee of the payment of the notes at any such time that such Restricted
Subsidiary is released from all of its obligations under its Guarantee of such
other Indebtedness unless such release results from the payment under such
Guarantee of other Indebtedness.

     Limitation on Lines of Business

     The Indenture provides that neither Terex nor any of its Subsidiaries or
Unrestricted Subsidiaries shall directly or indirectly engage to any substantial
extent in any line or lines of business activity other than that which, in the
reasonable good faith judgment of the Board of Directors, is a Related Business.

     Limitation on Designations of Unrestricted Subsidiaries

     The Indenture provides that Terex may designate any Subsidiary of Terex
(other than a Subsidiary Guarantor) as an "Unrestricted Subsidiary" under the
Indenture (a "Designation") only if:

          (1) no Default shall have occurred and be continuing at the time
     of or after giving effect to such Designation; and

          (2) either (x) Terex's Investment in such Subsidiary does not exceed
     $1,000 or (y) Terex would be permitted under the Indenture to make an
     Investment at the time of Designation (assuming the effectiveness of such
     Designation) in an amount (the "Designation Amount") equal to the fair
     market value of Terex's Investment in such Subsidiary on such date.

     In the event of any such Designation, Terex shall be deemed to have made an
Investment constituting a Restricted Payment pursuant to the covenant described
under "--Limitation on Restricted Payments" for all purposes of the Indenture in
the Designation Amount. The Indenture will further provide that Terex will not,
and will not permit any Restricted Subsidiary to, at any time:

          (1) provide credit support for, or a guarantee of, any Indebtedness of
     any Unrestricted Subsidiary (including any undertaking, agreement or
     instrument evidencing such Indebtedness);

          (2) be directly or indirectly liable for any Indebtedness of any
     Unrestricted Subsidiary; or

          (3) be directly or indirectly liable for any Indebtedness which
     provides that the holder thereof may (upon notice, lapse of time or both)
     declare a default thereon or cause the payment thereof to be accelerated or
     payable prior to its final scheduled maturity upon the occurrence of a
     default with respect to any Indebtedness of any Unrestricted Subsidiary
     (including any right to take enforcement

                                       39

     action against such Unrestricted Subsidiary), except to the extent
     permitted under the covenant described under "--Limitation on Restricted
     Payments."

     The Indenture will further provide that Terex may revoke any Designation of
a Subsidiary as an Unrestricted Subsidiary (a "Revocation") if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Revocation; and

          (2) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of the
     Indenture and for all purposes of the Indenture shall be deemed to have
     been Incurred at such time.

     All Designations and Revocations must be evidenced by an Officers
Certificate delivered to the trustee attaching a certified copy of the
resolutions of the Board of Directors giving effect to such Designation or
Revocation, as applicable, and certifying compliance with the foregoing
provisions.

     Notwithstanding the foregoing, no Subsidiary that was a Subsidiary
Guarantor as of November 25, 2003 shall be permitted to become an Unrestricted
Subsidiary.

     SEC Reports

     Notwithstanding that Terex may not be subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, Terex will file with the SEC and
provide within 15 days to the trustee and noteholders such annual reports and
such information, documents and other reports as are specified in Sections 13
and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to
such Sections, such information, documents and other reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections.

Defaults

     An "Event of Default" is defined in the Indenture as the following:

          (1) a default in the payment of interest on the notes when due,
     continued for 30 days (whether or not prohibited by the subordination
     provisions of the Indenture);

          (2) a default in the payment of principal of any Note when due at its
     Stated Maturity, upon optional redemption, upon required repurchase, upon
     declaration or otherwise (whether or not prohibited by the subordination
     provisions of the Indenture);

          (3) the failure by Terex to comply with its obligations under
     "--Certain Covenants--Merger and Consolidation" above;

          (4) the failure by Terex to comply for 30 days after notice with any
     of its obligations in the covenants described above under "Change of
     Control" (other than a failure to purchase notes) or under "--Certain
     Covenants--Limitation on Indebtedness," "--Limitation on Indebtedness and
     Preferred Stock of Restricted Subsidiaries," "--Limitation on Liens
     Securing Subordinated Indebtedness," "--Limitation on Other Senior
     Subordinated Indebtedness," "--Limitation on Restricted Payments,"
     "--Limitation on Restrictions on Distributions from Restricted
     Subsidiaries," "--Limitation on Sales of Assets and Subsidiary Stock"
     (other than a failure to purchase the notes), "--Limitation on Affiliate
     Transactions," "--Limitation on the Sale or Issuance of Capital Stock of
     Restricted Subsidiaries," "--Future Subsidiary Guarantors," "--Limitation
     on Designations of Unrestricted Subsidiaries," or "--SEC Reports;"

                                       40

          (5) the failure by Terex to comply for 60 days after notice with its
     other covenants, obligations, warranties or agreements contained in the
     Indenture;

          (6) Indebtedness of Terex or any Significant Subsidiary is not paid
     within any applicable grace period after final maturity or is accelerated
     by the holders thereof because of a default and the total amount of such
     Indebtedness unpaid or accelerated exceeds $10 million (the "cross
     acceleration provision");

          (7) certain events of bankruptcy, insolvency or reorganization of
     Terex or any Significant Subsidiary (the "bankruptcy provisions");

          (8) any judgment or decree for the payment of money, the portion of
     which is not covered by insurance is in excess of $10 million, which is
     rendered against Terex or any Subsidiary and is not discharged and either
     (A) an enforcement proceeding has been commenced by any creditor upon such
     judgment or decree or (B) there is a period of 60 days following such
     judgment during which such judgment or decree is not discharged, waived or
     the execution thereof stayed (including pending appeal); or

          (9) any Subsidiary Guarantee by a Significant Subsidiary ceases to be
     in full force and effect or becomes unenforceable or invalid or is declared
     null and void (other than in accordance with the terms of the Subsidiary
     Guarantee or the Indenture) or any Subsidiary Guarantor that is a
     Significant Subsidiary denies or disaffirms its obligations under its
     Subsidiary Guarantee.

     However, a default under clause (4), (5) or (8) will not constitute an
Event of Default until the trustee or the holders of 25% in principal amount of
the outstanding notes notify Terex of the default and Terex does not cure such
default within the time specified after receipt of such notice.

     If an Event of Default (other than the bankruptcy provisions relating to
Terex) occurs and is continuing, the trustee or the holders of at least 25% in
principal amount of the outstanding notes may declare the principal of and
accrued but unpaid interest on all the notes to be due and payable. Upon such a
declaration, such principal and interest shall be due and payable immediately;
provided, however, that for so long as the Credit Facility remains in effect,
such declaration shall not become effective until the earlier of (1) five
Business Days following delivery of notice to the Representative of such
creditors of the intention to accelerate the notes or (2) the acceleration of
any Indebtedness under the Credit Facility. If an Event of Default relating to
the bankruptcy provisions relating to Terex occurs and is continuing, the
principal of and interest on all the notes will ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the trustee or any holders. Under certain circumstances, the holders of a
majority in principal amount of the outstanding notes may rescind any such
acceleration with respect to the notes and its consequences.

     Subject to the provisions of the Indenture relating to the duties of the
trustee, in case an Event of Default occurs and is continuing, the trustee will
be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the holders unless such holders
have offered to the trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder of a Note may pursue
any remedy with respect to the Indenture or the notes unless:

          (1) such holder has previously given the trustee notice that an Event
     of Default is continuing;

          (2) holders of at least 25% in principal amount of the outstanding
     notes have requested the trustee to pursue the remedy;

          (3) such holders have offered the trustee reasonable security or
     indemnity against any loss, liability or expense;

          (4) the trustee has not complied with such request within 60 days
     after the receipt thereof and the offer of security or indemnity; and

                                       41

          (5) the holders of a majority in principal amount of the outstanding
     notes have not given the trustee a direction inconsistent with such request
     within such 60-day period.

     Subject to certain restrictions, the holders of a majority in principal
amount of the outstanding notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or of exercising any trust or power conferred on the trustee. The trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture or that the trustee reasonably determines is unduly prejudicial to the
rights of any other holder or that would involve the trustee in personal
liability.

     The Indenture provides that if a Default occurs and is continuing and is
known to the trustee, the trustee must mail to each holder notice of the Default
within 90 days after it occurs. Except in the case of a Default in the payment
of principal of or interest on any Note, the trustee may withhold notice if and
so long as the Board of Directors, the executive committee or a committee of its
trust officers reasonably determines that withholding notice is in the best
interest of the holders. In addition, Terex is required to deliver to the
trustee, within 120 days after the end of each fiscal year, a certificate
regarding knowledge of Terex's compliance with all covenants and conditions
under the Indenture. Terex also is required to deliver to the trustee, within 30
days after the occurrence thereof, written notice of any event which would
constitute certain Defaults, their status and what action Terex is taking or
proposes to take in respect thereof.

Amendments and Waivers

     Subject to certain exceptions, the Indenture may be amended with the
consent of the holders of a majority in principal amount of the notes then
outstanding (including consents obtained in connection with a tender offer or
exchange for the notes) and, subject to certain exceptions, any past default or
compliance with any provisions may also be waived with the consent of the
holders of a majority in principal amount of the notes then outstanding.

     Without the consent of each holder of an outstanding Note affected thereby,
no amendment may:

          (1) reduce the amount of notes whose holders must consent to an
     amendment or waiver;

          (2) reduce the rate of or extend the time for payment of interest on
     any Note;

          (3) reduce the principal of or extend the Stated Maturity of any Note;

          (4) reduce the premium payable upon the redemption of any Note or
     change the time at which any Note may be redeemed as described under
     "--Optional Redemption" above or alter the provisions (including
     definitions) set forth under "Change of Control" above in a manner adverse
     to the holders;

          (5) make any Note payable in money or payable in a place other than
     that stated in the Note;

          (6) impair the right of any holder to receive payment of principal of
     and interest on such holder's notes on or after the due dates therefor or
     to institute suit for the enforcement of any payment on or with respect to
     such holder's notes;

          (7) make any change in the amendment provisions which require each
     holder's consent or in the waiver provisions;

          (8) make any change to the subordination provisions (including
     definitions) of the Indenture that would adversely affect the holders; or

          (9) make any change in any Subsidiary Guarantee that would adversely
     affect the holders.

     Notwithstanding the preceding, without the consent of any holder, Terex and
the trustee may amend the Indenture:

                                       42

          (1) to cure any ambiguity, omission, defect or inconsistency;

          (2) to provide for the assumption by a successor corporation of the
     obligations of Terex under the Indenture;

          (3) to provide for uncertificated notes in addition to or in place of
     certificated notes (provided that the uncertificated notes are issued in
     registered form for purposes of Section 163(f) of the Code, or in a manner
     such that the uncertificated notes are described in Section 163(f)(2)(B) of
     the Code);

          (4) to add guarantees with respect to the notes, to secure the notes;

          (5) to add to the covenants of Terex for the benefit of the holders or
     to surrender any right or power conferred upon Terex;

          (6) to make any change that does not adversely affect the rights of
     any holder; or

          (7) to comply with any requirement of the SEC in connection with the
     qualification of the Indenture under the Trust Indenture Act.

     However, no amendment may be made to the subordination provisions of the
Indenture that adversely affects the rights of any holder of Senior Indebtedness
of Terex or any Restricted Subsidiary then outstanding unless the holders of
such Senior Indebtedness (or their Representative) consent to such change.

     The consent of the holders is not necessary under the Indenture to approve
the particular form of any proposed amendment. It is sufficient if such consent
approves the substance of the proposed amendment.

     After an amendment under the Indenture becomes effective, Terex is required
to mail to holders a notice briefly describing such amendment. However, the
failure to give such notice to all holders, or any defect therein, will not
impair or affect the validity of the amendment.

Transfer

     The registered holder of a Note will be treated as the owner of it for all
purposes. The notes will be issued in registered form and will be transferable
only upon the surrender of the notes being transferred for registration of
transfer. Terex may require payment of a sum sufficient to cover any tax,
assessment or other governmental charge payable in connection with certain
transfers and exchanges.

Defeasance

     Terex at its option at any time may terminate all of its obligations under
the notes and the Indenture ("legal defeasance"), except for certain
obligations, including, but not limited to, those respecting the defeasance
trust and obligations to register the transfer or exchange of the notes, to
replace mutilated, destroyed, lost or stolen notes and to maintain a registrar
and paying agent in respect of the notes.

     In addition, Terex at its option at any time may terminate its obligations
under "Change of Control" and under the covenants described under "--Certain
Covenants" (other than the covenant described under "--Merger and
Consolidation") (and any omission to comply with such obligations shall not
constitute a Default or Event of Default with respect to the notes), and the
limitations contained in clause (3) of the first paragraph under "--Certain
Covenants--Merger and Consolidation" above ("covenant defeasance"). In the event
that a covenant defeasance occurs, certain events (not including non-payment,
bankruptcy and insolvency events) described under "--Defaults" will no longer
constitute Events of Default with respect to the notes.

     Terex may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option. If Terex exercises its legal
defeasance option, payment of the notes may not be accelerated because of an
Event of Default with respect thereto.

                                       43

     In order to exercise either defeasance option, Terex must irrevocably
deposit in trust (the "defeasance trust") with the trustee money or U.S.
Government Obligations in such amounts as will be sufficient, in the report of a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm, to pay and discharge the principal of,
premium, if any, and interest on the outstanding notes to redemption or
maturity, as the case may be, and must comply with certain other conditions,
including delivery to the trustee of an Opinion of Counsel to the effect that
holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit and defeasance and will be subject to Federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit and defeasance had not occurred (and, in the
case of legal defeasance only, such Opinion of Counsel must be based on a ruling
of the Internal Revenue Service or other change in applicable Federal income tax
law).

     If the funds deposited with the trustee to effect legal defeasance or
covenant defeasance are insufficient to pay the principal of, premium, if any,
and interest on the notes when due, then the obligations of Terex under the
Indenture will be revived and no such defeasance will be deemed to have
occurred.

Concerning the Trustee

     HSBC Bank USA is the trustee under the Indenture and has been appointed by
Terex as Registrar and Paying Agent with regard to the notes. Such bank may also
act as a depository of funds for, or make loans to and perform other services
for, Terex or its Affiliates in the ordinary course of business in the future.

     The holders of a majority in principal amount of the outstanding notes will
have the right to direct the time, method and place of conducting any proceeding
for exercising any remedy available to the trustee, subject to certain
exceptions. The Indenture provides that if an Event of Default occurs (and is
not cured), the trustee will be required, in the exercise of its power, to use
the degree of care of a prudent man in the conduct of his own affairs. Subject
to such provisions, the trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request of any holder of notes,
unless such holder shall have offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense and then only to the
extent required by the terms of the Indenture. The trustee may resign at any
time or may be removed by Terex. If the trustee resigns, is removed or becomes
incapable of acting as trustee or if a vacancy occurs in the office of the
trustee for any cause, a successor trustee shall be appointed in accordance with
the provisions of the Indenture.

     If the trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and the Indenture. The Indenture also
contains certain limitations on the right of the trustee, as a creditor of
Terex, to obtain payment of claims in certain cases, or to realize on certain
property received by it in respect of any such claims, as security or otherwise.

Governing Law

     The Indenture provides that it, the Guarantees and the notes are governed
by, and construed in accordance with, the laws of the State of New York without
giving effect to applicable principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.

Certain Definitions

     "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries (the "Acquired Person") (i) existing at the time such Person
becomes a Restricted Subsidiary of Terex or at the time it merges or
consolidates with Terex or any of its Restricted Subsidiaries or (ii) assumed in
connection with the acquisition of assets from such Person.

     "Affiliate" of any specified Person means:

          (1) any other Person which, directly or indirectly, is in control of,
     is controlled by or is under common control with such specified Person; or

                                       44

          (2) any other Person who is a director or officer:

               (A) of such specified Person;

               (B) of any subsidiary of such specified Person; or

               (C) any Person described in clause (1) above.

For purposes of this definition, control of a Person means the power, direct or
indirect, to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Asset Disposition" means any sale, lease, transfer, conveyance or other
disposition (or series of related sales, leases, transfers or dispositions) by
Terex or any Restricted Subsidiary, including any disposition by means of a
merger or consolidation (each referred to for the purposes of this definition as
a "disposition"), of:

          (1) any shares of Capital Stock of a Restricted Subsidiary (other than
     directors qualifying shares or shares required by applicable law to be held
     by a Person other than Terex or a Restricted Subsidiary);

          (2) all or substantially all the assets of any division or line of
     business of Terex or any Restricted Subsidiary; or

          (3) any other assets of Terex or any Restricted Subsidiary outside of
     the ordinary course of business of Terex or such Restricted Subsidiary
     (other than, in the case of (1) and (2) above, a disposition by a
     Restricted Subsidiary to Terex or by Terex or a Restricted Subsidiary to a
     Wholly Owned Subsidiary; provided, however, that each of (x) the
     consummation of any sale or series of related sales of assets or properties
     of Terex and the Restricted Subsidiaries by Terex and any Restricted
     Subsidiaries having an aggregate fair market value of less than $5 million
     in any fiscal year and (y) the discounting of accounts receivable or the
     sale of inventory, in each case in the ordinary course of business, shall
     not be deemed an Asset Disposition.

     "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing:

          (1) the sum of the products of numbers of years from the date of
     determination to the dates of each successive scheduled principal payment
     of such Indebtedness or redemption or similar payment with respect to such
     Preferred Stock multiplied by the amount of such payment, by

          (2) the sum of all such payments.

     "Bank Indebtedness" means:

          (1) the Indebtedness outstanding or arising under the Credit Facility
     up to a maximum principal amount of $950 million;

          (2) all obligations and other amounts owing to the holders of such
     Indebtedness or any agent or representative thereof outstanding or arising
     under the Credit Facility (including, but not limited to, interest
     (including interest accruing on or after the filing of any petition in
     bankruptcy, reorganization or similar proceeding relating to Terex or any
     Restricted Subsidiary, whether or not a claim for such interest is allowed
     in such proceeding), fees, charges, indemnities, expense reimbursement
     obligations and other claims under the Credit Facility); and (3) all
     Hedging Obligations arising in connection therewith with any party to the
     Credit Facility.

                                       45

     "Board of Directors" means the Board of Directors of Terex or any committee
thereof duly authorized to act on behalf of such Board.

     "Business Day" means each day which is not a Legal Holiday.

     "Capital Lease Obligations" of a Person means any obligation which is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP; the amount of
such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such capital lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such person, including any Preferred
Stock, but excluding any debt securities convertible into or exchangeable for
such equity.

     "Cash Equivalents" means:

          (1) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2) marketable direct obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either Standard & Poor's Rating Services or
     Moody's Investors Service, Inc.;

          (3) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from Standard & Poor's Rating Services or at least P-1 from
     Moody's Investors Service, Inc.;

          (4) certificates of deposit or bankers acceptances maturing within one
     year from the date of acquisition thereof issued by (x) any bank organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia or (y) a commercial banking institution organized and
     located in a country recognized by the United States of America, in each
     case having at the date of acquisition thereof combined capital and surplus
     of not less than $200 million (or the foreign currency equivalents
     thereof);

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) above entered
     into with any bank meeting the qualifications specified in clause (4)
     above;

          (6) investments in money market funds which invest substantially all
     their assets in securities of the types described in clauses (1) through
     (5) above; and

          (7) other short-term investments utilized by foreign Restricted
     Subsidiaries in accordance with normal investment practices for cash
     management not exceeding $1.0 million in aggregate principal amount
     outstanding at any time.

     "Cash Flow" for any period means the Consolidated Net Income for such
period, plus the following (but without duplication) to the extent deducted in
calculating such Consolidated Net Income for such period:

          (1) income tax expense;

          (2) Consolidated Interest Expense;

                                       46

          (3) depreciation expense and amortization expense, provided that
     consolidated depreciation and amortization expense of a Subsidiary that is
     not a Wholly Owned Subsidiary shall only be added to the extent of the
     equity interest of Terex in such Subsidiary; and

          (4) all other non-cash charges (other than any recurring non-cash
     charges to the extent such charges represent an accrual of or reserve for
     cash expenditures in any future period).

Notwithstanding clause (4) above, there shall be deducted from Cash Flow in any
period any cash expended in such period that funds a non-recurring, non-cash
charge accrued or reserved in a prior period which was added back to Cash Flow
pursuant to clause (4) in such prior period.

     "Change of Control" means the occurrence of any of the following events:

          (1) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
     Person shall be deemed to have beneficial ownership of all shares that such
     Person has the right to acquire, whether such right is exercisable
     immediately or only after the passage of time), directly or indirectly, of
     more than 40% of the total voting power of the Voting Stock of Terex,
     whether as a result of issuance of securities of Terex, any merger,
     consolidation, liquidation or dissolution of Terex, any direct or indirect
     transfer of securities or otherwise;

          (2)  (A) another corporation merges into Terex or Terex
     consolidates with or merges into any other corporation, or

               (B) Terex conveys, transfers or leases all or substantially all
          its assets (computed on a consolidated basis) to any person or group,
          in one transaction or a series of transactions other than any
          conveyance, transfer or lease between Terex and a Wholly Owned
          Subsidiary of Terex, in each case in one transaction or a series of
          related transactions with the effect that either (x) immediately after
          such transaction any person or entity or group (as so defined) of
          persons or entities shall have become the beneficial owner of
          securities of the surviving corporation of such merger or
          consolidation representing a majority of the combined voting power of
          the outstanding securities of the surviving corporation ordinarily
          having the right to vote in the election of directors or (y) the
          securities of Terex that are outstanding immediately prior to such
          transaction and which represent 100% of the combined voting power of
          the securities of Terex ordinarily having the right to vote in the
          election of directors are changed into or exchanged for cash,
          securities or property, unless pursuant to such transaction such
          securities are changed into or exchanged for, in addition to any other
          consideration, securities of the surviving corporation that represent
          immediately after such transaction, at least a majority of the
          combined voting power of the securities of the surviving corporation
          ordinarily having the right to vote in the election of directors; or
          (3) during any period of two consecutive years, individuals who at the
          beginning of such period constituted the Board of Directors of Terex
          (together with any new directors whose election by such Board of
          Directors or whose nomination for election by the shareholders of
          Terex was approved by a vote of 60% of the directors of Terex then
          still in office who were either directors at the beginning of such
          period or whose election or nomination for election was previously so
          approved) cease for any reason to constitute a majority of the Board
          of Directors of Terex then in office.

The phrase "all or substantially all" of the assets of Terex will likely be
interpreted under applicable state law and will be dependent upon particular
facts and circumstances. As a result, there may be a degree of uncertainty in
ascertaining whether a sale or transfer of "all or substantially all" of the
assets of Terex has occurred.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral Agent" means Credit Suisse First Boston as collateral agent for
the lenders pursuant to the Amended and Restated Credit Agreement, dated July 3,
2002.

                                       47

     "Consolidated Cash Flow Coverage Ratio" as of any date of determination
means the ratio of (a) the aggregate amount of Cash Flow for the period of the
most recent four consecutive fiscal quarters for which financial statements are
available to (b) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that:

          (1) if Terex or any Restricted Subsidiary has issued any Indebtedness
     since the beginning of such period that remains outstanding or if the
     transaction giving rise to the need to calculate the Consolidated Cash Flow
     Coverage Ratio is an issuance of Indebtedness, or both, Cash Flow and
     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Indebtedness as if such
     Indebtedness had been issued on the first day of such period and the
     discharge of any other Indebtedness repaid, repurchased, defeased or
     otherwise discharged with the proceeds of such new Indebtedness as if such
     discharge had occurred on the first day of such period;

          (2) if since the beginning of such period Terex or any Restricted
     Subsidiary shall have made any Asset Disposition, the Cash Flow for such
     period shall be reduced by an amount equal to the Cash Flow (if positive)
     directly attributable to the assets which are the subject of such Asset
     Disposition for such period, or increased by an amount equal to the Cash
     Flow (if negative), directly attributable thereto for such period, and
     Consolidated Interest Expense for such period shall be reduced by an amount
     equal to the Consolidated Interest Expense directly attributable to any
     Indebtedness of Terex or any Restricted Subsidiary repaid, repurchased,
     defeased or otherwise discharged with respect to Terex and its continuing
     Restricted Subsidiaries in connection with such Asset Dispositions for such
     period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
     Consolidated Interest Expense for such period directly attributable to the
     Indebtedness of such Restricted Subsidiary to the extent Terex and its
     continuing Restricted Subsidiaries are no longer liable for such
     Indebtedness after such sale);

          (3) if since the beginning of such period Terex or any Restricted
     Subsidiary (by merger or otherwise) shall have made an Investment in any
     Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary)
     or an acquisition of assets (including Capital Stock of a Subsidiary),
     including any acquisition of assets occurring in connection with a
     transaction causing a calculation to be made hereunder, Cash Flow and
     Consolidated Interest Expense for such period shall be calculated after
     giving pro forma effect thereto (including the issuance of any
     Indebtedness) as if such Investment or acquisition occurred on the first
     day of such period; and

          (4) if since the beginning of such period any Person (that
     subsequently became a Restricted Subsidiary or was merged with or into
     Terex or any Restricted Subsidiary since the beginning of such period)
     shall have made any Asset Disposition or any Investment that would have
     required an adjustment pursuant to clause (2) or (3) above if made by Terex
     or a Restricted Subsidiary during such period, Cash Flow and Consolidated
     Interest Expense for such period shall be calculated after giving pro forma
     effect thereto as if such Asset Disposition or Investment occurred on the
     first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto, and
the amount of Consolidated Interest Expense associated with any Indebtedness
issued in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting officer of Terex. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest of such Indebtedness shall be calculated as if the average
interest rate for the period up to the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Protection Agreement applicable to such Indebtedness if such Interest Rate
Protection Agreement has a remaining term in excess of 12 months). For purposes
of this definition, whenever pro forma effect is to be given to any Indebtedness
Incurred pursuant to a revolving credit facility the amount outstanding under
such Indebtedness shall be equal to the average of the amount outstanding during
the period commencing on the first day of the first of the four most recent
fiscal quarters for which financial statements are available and ending on the
date of determination.

     "Consolidated Interest Expense" means, for any period, the total interest
expense of Terex and its consolidated Restricted Subsidiaries, plus, to the
extent not included in such interest expense but Incurred by Terex or its
Restricted Subsidiaries:

                                       48

          (1) interest expense attributable to capital leases;

          (2) amortization of debt discount;

          (3) capitalized interest;

          (4) original issue discount and non-cash interest payments or
     accruals;

          (5) commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers acceptance financing;

          (6) net costs under Hedging Obligations (including amortization of
     fees);

          (7) dividends in respect of all Disqualified Stock held by Persons
     other than Terex, a Subsidiary Guarantor or a Wholly Owned Subsidiary;

          (8) interest Incurred in connection with investments in discontinued
     operations;

          (9) the interest portion of any deferred payment obligations
     constituting Indebtedness; and

          (10) the cash contributions to any employee stock ownership plan or
     similar trust to the extent such contributions are used by such plan or
     trust to pay interest or fees to any Person (other than Terex) in
     connection with Indebtedness Incurred by such plan or trust.

For purposes of this definition, interest expense attributable to any
Indebtedness represented by the guarantee (other than (a) Guarantees permitted
by the terms of clause (b)(10) of the covenant described under "--Certain
Covenants--Limitation on Indebtedness" and (b)(11) of the covenant described
under "--Limitation on Indebtedness and Preferred Stock of Restricted
Subsidiaries" and (b) Guarantees by Terex of Indebtedness of a consolidated
Restricted Subsidiary or by a consolidated Restricted Subsidiary of Terex or
another consolidated Restricted Subsidiary) by such person or a Subsidiary of
such person of an obligation of another person shall be deemed to be the
interest expense attributable to the Indebtedness guaranteed.

     "Consolidated Net Income" means, for any period, the net income or loss of
Terex and its consolidated Subsidiaries; provided, however, that there shall not
be included in such Consolidated Net Income:

          (1) any net income of any Person if such Person is not a Restricted
     Subsidiary, except that (A) Terex's equity in the net income of any such
     Person for such period shall be included in such Consolidated Net Income up
     to the aggregate amount of cash actually distributed by such Person during
     such period to Terex or a Restricted Subsidiary as a dividend or other
     distribution (subject, in the case of a dividend or other distribution to a
     Restricted Subsidiary, to the limitations contained in clause (3) below)
     and (B) Terex's equity in a net loss of any such Person for such period
     shall be included in determining such Consolidated Net Income;

          (2) any net income of any Person acquired by Terex or a Subsidiary in
     a pooling of interests transaction for any period prior to the date of such
     acquisition;

          (3) any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Subsidiary,
     directly or indirectly, to Terex, except that (A) Terex's equity in the net
     income of any such Restricted Subsidiary for such period shall be included
     in such Consolidated Net Income up to the aggregate amount of cash actually
     distributed by such Restricted Subsidiary during such period to Terex or
     another Restricted Subsidiary as a dividend or other distribution (subject,
     in the case of a dividend or other distribution to another Restricted
     Subsidiary, to the limitation contained in this clause) and (B) Terex's
     equity in a net loss of any such Restricted Subsidiary for such period
     shall be included in determining such Consolidated Net income;

                                       49

          (4) any gain or loss realized upon the sale or other disposition of
     any property, plant or equipment of Terex or its consolidated subsidiaries
     (including pursuant to any sale and leaseback arrangement) which is not
     sold or otherwise disposed of in the ordinary course of business and any
     gain or loss realized upon the sale or other disposition of any Capital
     Stock of any Person;

          (5) all extraordinary, unusual or non-recurring gains, and any
     extraordinary or non-recurring loss as recorded on the statement of
     operations in accordance with GAAP;

          (6) any goodwill impairment charge pursuant to Financial Accounting
     Board Standards No. 142 recorded in the nine months ended September 30,
     2003; and

          (7) the cumulative effect of a change in accounting principles.

     "Credit Facility" means a collective reference to any term loan and
revolving credit facilities (including, but not limited to, the amended and
restated credit agreement, dated July 3, 2002, by and among Terex, certain of
our subsidiaries and certain financial institutions, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, as such credit facilities and/or related documents may be
further amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent, trustee, representative
lenders or holders and irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Facility" shall include agreements in respect of reimbursement of letters of
credit issued pursuant to the Credit Facility and agreements in respect of
Hedging Obligations with lenders party to the Credit Facility and shall also
include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Credit Facility and all
refunding, refinancings (in whole or in part) and replacements of any Credit
Facility, including any agreement (i) extending the maturity of any indebtedness
incurred thereunder or contemplated thereby, or (ii) adding or deleting
borrowers or guarantors thereunder, so long as borrowers and issuers include one
or more of Terex and its Restricted Subsidiaries and their respective successors
and assigns.

     "Currency Agreement Obligations" means the obligations of any person under
a foreign exchange contract, currency swap agreement or other similar agreement
or arrangement to protect such person against fluctuations in currency values.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Depository" means The Depository Trust Company, its nominees and their
respective successors.

     "Designated Senior Indebtedness" means (i) so long as any Bank Indebtedness
is outstanding, such Bank Indebtedness and (ii) provided no Bank Indebtedness is
outstanding, any other Senior Indebtedness of Terex permitted to be incurred
under the Indenture which, at the date of determination, has an aggregate
principal amount outstanding of, or under which, at the date of determination,
the holders thereof are committed to lend up to, at least $20 million and is
specifically designated by Terex in the instrument evidencing or governing such
Senior Indebtedness as "Designated Senior Indebtedness" for purposes of the
Indenture.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event:

          (1) matures or is mandatorily redeemable, pursuant to a sinking fund
     obligation or otherwise prior to the 91st day after the Stated Maturity of
     the notes;

          (2) is convertible or exchangeable for Indebtedness or Disqualified
     Stock prior to the 91st day after the Stated Maturity of the notes; or

                                       50

          (3) is redeemable at the option of the holder thereof, in whole or in
     part on or prior to the 91st day after the Stated Maturity of the notes;

provided, however, that any Capital Stock that would not constitute Disqualified
Stock but for provisions thereof giving holders thereof the right to require
such Person to repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the first anniversary of
the Stated Maturity of the notes shall not constitute Disqualified Stock if the
"asset sale" or "change of control" provisions applicable to such Capital Stock
are not more favorable to the holders of such Capital Stock than the provisions
described under "--Certain Covenants -- Limitation on Sales of Assets and
Subsidiary Stock" and "--Certain Covenants--Change of Control."

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Notes" means Terex's $200 million principal amount of 9-1/4%
Senior Subordinated Notes due 2011 issued under the indenture, dated December
17, 2001, among Terex, the guarantors named therein and The Bank of New York, as
trustee, Terex's $150 million principal amount of 8-7/8% Senior Subordinated
Notes due 2008 issued under the Indenture, dated as of March 31, 1998, among
Terex, the guarantors named therein and The Bank of New York, as trustee, as
such may be amended or supplemented from time to time, Terex's $100 million
principal amount of 8-7/8% Senior Subordinated Notes due 2008 issued under the
Indenture, dated as of March 9, 1999, among Terex, the guarantors named therein
and The Bank of New York, as trustee, as such may be amended or supplemented
from time to time, and Terex's $300 million principal amount of 10-3/8% Senior
Subordinated Notes due 2011 issued under the Indenture, dated as of March 29,
2001, among Terex, the guarantors named therein and The Bank of New York, as
trustee, as such may be amended or supplemented from time to time.

     "Floor Plan Guarantees" means guarantees (including but not limited to
repurchase or remarketing obligations) by Terex or a Restricted Subsidiary
Incurred in the ordinary course of business consistent with past practice of
Indebtedness Incurred by a franchise dealer, or other purchaser or lessor, for
the purchase of inventory manufactured or sold by Terex or a Restricted
Subsidiary, the proceeds of which Indebtedness is used solely to pay the
purchase price of such inventory to such franchise dealer and any related
reasonable fees and expenses (including financing fees), provided, however, that
(1) to the extent commercially practicable, the Indebtedness so guaranteed is
secured by a perfected first priority Lien on such inventory in favor of the
holder of such Indebtedness and (2) if Terex or such Restricted Subsidiary is
required to make payment with respect to such guarantee, Terex or such
Restricted Subsidiary will have the right to receive either (q) title to such
inventory, (r) a valid assignment of a perfected first priority Lien in such
inventory or (s) the net proceeds of any resale of such inventory.

     "GAAP" means generally accepted accounting principles in the United States
of America on November 25, 2003, as defined in Statement on Auditing Standards
No. 69, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing in any manner any Indebtedness or other
obligation of any Person and any obligation, direct or indirect, contingent or
otherwise, of such Person:

          (1) to purchase or pay (or advance or supply funds for the purchase or
     payment of) such Indebtedness or other obligation of such Person (whether
     arising by virtue of partnership arrangements, or by agreement to
     keep-well, to purchase assets, goods, securities or services, to
     take-or-pay, or to maintain financial statement conditions or otherwise);
     or

          (2) entered into for purposes of assuring in any other manner the
     obligee of such Indebtedness or other obligation of the payment thereof or
     to protect such obligee against loss in respect thereof (in whole or in
     part);

                                       51

provided, however, that the term "Guarantee" shall not include endorsements of
negotiable instruments for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any interest rate swap agreement, foreign currency exchange
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person against changes
in interest rates or foreign exchange rates.

     "holder" or "noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

     "Inactive Subsidiary" means a Subsidiary which at the time of determination
owns assets having a fair market value of less than $50,000, does not conduct
any business activity and is not an obligor with respect to any Indebtedness.

     "Incur" means create, issue, assume, Guarantee, incur or otherwise become
liable for, directly or indirectly, or otherwise become responsible for,
contingently or otherwise, Indebtedness or Disqualified Stock; provided,
however, that any Indebtedness or Disqualified Stock of a Person existing at the
time such Person becomes a subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. The term "Incurrence" when used as a noun
shall have a correlative meaning.

     "Indebtedness" of any Person means, without duplication, and whether or not
contingent:

          (1) the principal of and premium (if any) in respect of (A)
     indebtedness of such Person for money borrowed and (B) indebtedness
     evidenced by notes, debentures, bonds or other similar instruments for the
     payment of which such Person is responsible or liable;

          (2) all Capital Lease Obligations of such Person;

          (3) all obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement (but
     excluding trade accounts payable arising in the ordinary course of
     business);

          (4) all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction;

          (5) the amount of all obligations of such Person with respect to the
     redemption, repayment or other repurchase of any Disqualified Stock
     (measured at the greater of its voluntary or involuntary maximum fixed
     repurchase price plus accrued and unpaid dividends);

          (6) to the extent not otherwise included in this definition, all
     Hedging Obligations;

          (7) all obligations of the type referred to in clauses (1) through (5)
     of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee (other than in each case by reason of activities described in the
     proviso to the definition of "Guarantee"); and

          (8) all obligations of the type referred to in clauses (1) through (7)
     of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser of the value of
     such property or assets or the amount of the obligation so secured.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified

                                       52

Stock as if such Disqualified Stock were purchased on any date on which
Indebtedness shall be required to be determined pursuant to the Indenture, and
if such price is based upon, or measured by, the fair market value of such
Disqualified Stock, such fair market value to be determined in good faith by the
Board of Directors. For purposes hereof, the amount of any Indebtedness issued
with original issue discount shall be the original purchase price plus accrued
interest, provided, however, that such accretion shall not be deemed an
incurrence of Indebtedness.

     "Interest Rate Protection Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect Terex or any Restricted Subsidiary against
fluctuations in interest rates.

     "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable or deposits on the balance sheet of the Person
making the advance or loan, in each case in accordance with GAAP) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person and shall include the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary.

     For purposes of the definition of "Unrestricted Subsidiary," the definition
of "Restricted Payment" and the covenant described under "--Certain
Covenants--Limitation on Restricted Payments":

          (1) "Investment" shall include the portion (proportionate to Terex's
     equity interest in such Subsidiary) of the fair market value of the net
     assets of any Subsidiary of Terex at the time that such Subsidiary is
     designated an Unrestricted Subsidiary; provided, however, that upon a
     redesignation of such Subsidiary as a Restricted Subsidiary, Terex shall be
     deemed to continue to have a permanent investment in an Unrestricted
     Subsidiary in an amount (if positive) equal to (x) Terex's "Investment" in
     such Subsidiary at the time of such redesignation less (y) the portion
     (proportionate to Terex's equity interest in such Subsidiary) of the fair
     market value of the net assets of such Subsidiary at the time of such
     redesignation; and

          (2) any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its fair market value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors.

     Notwithstanding the foregoing, in no event shall any issuance of Capital
Stock (other than Preferred Stock or Disqualified Stock, or Capital Stock
exchangeable, exercisable or convertible for any of the foregoing) of Terex in
exchange for Capital Stock, property or assets of another Person constitute an
Investment by Terex in such Person.

     "issue" means issue, assume, Guarantee, Incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be issued by such
Subsidiary at the time it becomes a Subsidiary; and the term "issuance" has a
corresponding meaning.

     "Lien" means any mortgage, pledge, security interest, privilege,
conditional sale or other title retention agreement or other similar lien
(statutory or otherwise), or encumbrance upon or with respect to any property of
any kind, real or personal, moveable or immovable, now owned or hereafter
acquired.

     "Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other non-cash form) therefrom,
in each case net of:

                                       53

          (1) all legal, title and recording tax expenses, commissions and other
     fees and expenses Incurred, and all Federal, state, provincial, foreign and
     local taxes required to be paid or accrued as a liability under GAAP, as a
     consequence of such Asset Disposition;

          (2) all payments made on any Indebtedness which (A) is secured by any
     assets subject to such Asset Disposition, in accordance with the terms of
     any lien upon or other security agreement of any kind with respect to such
     assets, or (B) which must by its terms, or in order to obtain a necessary
     consent to such Asset Disposition, or by applicable law be repaid out of
     the proceeds from such Asset Disposition;

          (3) all distributions and other payments required to be made to
     minority interest holders in Subsidiaries or joint ventures as a result of
     such Asset Disposition; and

          (4) reasonable amounts provided by the seller as a reserve, in
     accordance with GAAP, against any liabilities associated with the property
     or other assets disposed of in such Asset Disposition and retained by Terex
     or any Restricted Subsidiary after such Asset Disposition, including,
     without limitation, pension and other post-employment benefit liabilities,
     liabilities related to environmental matters and liabilities under any
     indemnification obligations associated with such Asset Disposition.
     Further, with respect to an Asset Disposition by a Subsidiary which is not
     a Wholly Owned Subsidiary, Net Available Cash shall be reduced pro rata for
     the portion of the equity of such Subsidiary which is not owned by Terex.

     "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale plus, in the case of an
issuance of Capital Stock upon any exercise, exchange or conversion of
securities (including options, warrants, rights and convertible exchangeable
debt), of Terex that were issued for cash on or after November 25, 2003, the
amount of cash originally received by Terex upon the issuance of such securities
(including options, warrants, rights and convertible or exchangeable debt), net
of attorneys fees, accountants fees, underwriters or placement agents fees,
discounts or commissions and brokerage, consultant and other fees and expenses
actually Incurred or required to be Incurred in connection with such issuance or
sale and also net of taxes paid or payable as a result thereof.

     "Obligations" means with respect to any Indebtedness all obligations for
principal, premium, interest, penalties, fees, indemnifications, reimbursements,
and other amounts payable pursuant to the documentation governing such
Indebtedness.

     "Permitted Investment" means an Investment by Terex or any Restricted
Subsidiary in:

          (1) Terex, a Restricted Subsidiary or a Person that will, upon the
     making of such Investment, become a Restricted Subsidiary; provided,
     however, that the primary business of such Restricted Subsidiary is a
     Related Business;

          (2) another Person if as a result of such Investment such other Person
     is merged or consolidated with or into, or transfers or conveys all or
     substantially all its assets to, Terex or a Restricted Subsidiary;
     provided, however, that such Person's primary business is a Related
     Business;

          (3) Investments in Cash Equivalents;

          (4) receivables owing to Terex or any Restricted Subsidiary if created
     or acquired in the ordinary course of business;

          (5) loans or advances to employees made in the ordinary course of
     business consistent with past practices of Terex or such Restricted
     Subsidiary;

          (6) stock, obligations or securities received in settlement of debts
     created in the ordinary course of business and owing to Terex or any
     Restricted Subsidiary or in satisfaction of judgments;

                                       54

          (7) any Person to the extent such Investment represents the non-cash
     portion of the consideration received for an Asset Disposition as permitted
     pursuant to the covenant described under "--Certain Covenants--Limitation
     on Sales of Assets and Subsidiary Stock";

          (8) so long as no Default has occurred and is continuing (or would
     result therefrom), any Investment made with the proceeds of a substantially
     concurrent sale of Capital Stock (other than Disqualified Stock) of Terex;
     provided, however, that the Net Cash Proceeds from such sale shall be
     excluded from clause 3(B) of Section (a) of the covenant described under
     "--Certain Covenants--Limitation on Restricted Payments";

          (9) Investments by Terex or any Restricted Subsidiary, in an aggregate
     amount not to exceed $3 million, in an Unrestricted Subsidiary formed
     primarily for the purposes of financing purchases and leases of inventory
     manufactured by Terex or any Restricted Subsidiary;

          (10) Floor Plan Guarantees permitted by the terms of clause (b)(10) of
     the covenant described under "--Certain Covenants--Limitation on
     Indebtedness" and (b)(11) of the covenant described under "--Limitation on
     Indebtedness and Preferred Stock of Restricted Subsidiaries";

          (11) Investments in joint ventures in Related Businesses not to exceed
     $75 million at any time outstanding; and

          (12) other Investments that do not exceed in the aggregate $50 million
     at any one time outstanding.

     "Permitted Liens" means, with respect to any Person:

          (1) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits in connection with bids, tenders, contracts (other than for the
     payment of Indebtedness) or leases to which such Person is a party, or
     deposits to secure public or statutory obligations of such Person or
     deposits or cash or United States government bonds to secure surety or
     appeal bonds to which such Person is a party, or deposits as security for
     contested taxes or import duties or for the payment of rent, in each case
     Incurred in the ordinary course of business;

          (2) Liens imposed by law, including carriers , warehousemen's and
     mechanics Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings; or other Liens arising out of
     judgments or awards against such Person with respect to which such Person
     shall then be proceeding with an appeal or other proceedings for review;

          (3) Liens for taxes, assessments or other governmental charges not yet
     subject to penalties for non-payment or which are being contested in good
     faith by appropriate proceedings provided appropriate reserves have been
     taken on the books of Terex;

          (4) Liens to secure the performance of statutory obligations or in
     favor of issuers of surety bonds, performance bonds, appeal bonds or
     letters of credit or other obligations of a like nature issued pursuant to
     the request of and for the account of such Person, in each case in the
     ordinary course of its business; provided, however, that such letters of
     credit do not constitute Indebtedness;

          (5) Liens securing a Hedging Obligation so long as the related
     Indebtedness is, and is permitted to be under the Indenture, secured by a
     Lien on the same property securing the Hedging Obligation;

          (6) Liens for the purpose of securing the payment (or the refinancing
     of the payment) of all or a part of any Purchase Money Indebtedness or
     Capital Lease Obligations relating to assets or property acquired,
     constructed or leased in the ordinary course of business provided that (x)
     the aggregate principal amount of Indebtedness secured by such Liens shall
     not exceed the cost of the assets or property so

                                       55

     acquired or constructed and (y) such Liens shall not encumber any other
     assets or property of Terex or any Restricted Subsidiary other than such
     Assets or property and assets affixed or appurtenant thereto;

          (7) Liens arising from precautionary Uniform Commercial Code financing
     statement filings regarding operating leases entered into by Terex and its
     Subsidiaries in the ordinary course of business;

          (8) Liens in favor of Terex and/or any of its Restricted Subsidiaries,
     other than such a Lien with respect to intercompany indebtedness if Terex
     or a Subsidiary Guarantor is not the beneficiary of such a Lien;

          (9) Liens securing Indebtedness of a Person existing at the time that
     such Person is acquired by, merged into or consolidated with Terex or any
     Restricted Subsidiary; provided, however, that such Liens were not incurred
     in connection with, or in contemplation of, such acquisition, merger or
     consolidation, and do not extend to any property or assets other than those
     of such Person;

          (10) Liens on property or assets existing at the time of acquisition
     thereof by Terex or any Restricted Subsidiary; provided, however, that such
     Liens were not incurred in connection with, or in contemplation of, such
     acquisition, and do not extend to any other property or assets;

          (11) Liens existing on November 25, 2003;

          (12) Liens arising from the rendering of a final judgment or order
     against Terex or any Restricted Subsidiary that does not give rise to an
     Event of Default;

          (13) encumbrances consisting of zoning restrictions, surety
     exceptions, utility easements, licenses, rights of way, easements of
     ingress or egress over property of Terex or any Restricted Subsidiary,
     rights or restrictions of record on the use of real property, minor defects
     in title, landlords and lessors liens under leases on property located on
     the rented premises, in each case not interfering in any material respect
     with the ordinary conduct of the business of Terex and the Restricted
     Subsidiaries;

          (14) Liens securing Senior Indebtedness;

          (15) Liens with respect to Floor Plan Guarantees permitted by the
     terms of clause (b)(10) of the covenant described under "--Certain
     Covenants--Limitation on Indebtedness" and (b)(11) of the covenant
     described under "--Limitation on Indebtedness and Preferred Stock of
     Restricted Subsidiaries"; and

          (16) any extension, renewal, refinancing, refunding or replacement of
     any Permitted Lien, provided that such new Lien is limited to the property
     or assets that secured (or under the arrangement under which the original
     Permitted Lien, could secure) the obligations to which such Liens relate.

     "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

     "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.

     "Public Equity Offering" means an underwritten primary or combined primary
and secondary public offering of common stock (other than Disqualified Stock) of
Terex pursuant to an effective registration statement under the Securities Act
which public equity offering results in gross proceeds to Terex of not less than
$50 million.

                                       56

     "Purchase Money Indebtedness" means any Indebtedness of a Person to any
seller or other Person incurred to finance the acquisition (including in the
case of a Capitalized Lease Obligation, the lease) of any after acquired real or
personal tangible property or assets related to the Business of Terex or the
Restricted Subsidiaries and which is incurred substantially concurrently with
such acquisition and is secured only by the assets so financed.

     "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such indebtedness. "Refinanced" and
"Refinancing" shall have correlative meanings.

     "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of Terex or any Restricted Subsidiary existing on November 25, 2003
or Incurred in compliance with the Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that:

          (1) such Refinancing Indebtedness has a Stated Maturity no earlier
     than the earlier of (x) the Stated Maturity of the Indebtedness being
     Refinanced and (y) the Stated Maturity of the notes;

          (2) such Refinancing Indebtedness has an Average Life at the time such
     Refinancing Indebtedness is Incurred that is equal to or greater than the
     Average Life of the Indebtedness being Refinanced; and

          (3) such Refinancing Indebtedness has an aggregate principal amount
     (or if Incurred with original issue discount, an aggregate issue price)
     that is equal to or less that the aggregate principal amount (or if
     Incurred with original issue discount, the aggregate accreted value) then
     outstanding or committed (plus unpaid accrued interest) under the
     Indebtedness being Refinanced, plus actual fees and expenses Incurred in
     connection with the Refinancing;

provided, further, however, that (x) Refinancing Indebtedness shall not include
(1) Indebtedness of a Subsidiary that is not a Wholly Owned Subsidiary or a
Subsidiary Guarantor that Refinances Indebtedness of Terex or (2) Indebtedness
of Terex or a Restricted Subsidiary that Refinances Indebtedness of an
Unrestricted Subsidiary, (y) if the Indebtedness being Refinanced is not Senior
Indebtedness, then such Refinancing Indebtedness shall rank no more senior than,
and shall be at least as subordinated in right of payment, to the notes as the
Indebtedness being Refinanced and (z) Refinancing Indebtedness shall be secured
only by assets of a similar type and in a similar amount to those that secured
the Indebtedness so refinanced.

     "Related Business" means any business which is the same, similar, or
otherwise reasonably related, ancillary or complementary to the businesses in
which Terex and the Restricted Subsidiaries are engaged on November 25, 2003 (it
being understood that Terex and its Restricted Subsidiaries are currently
engaged in the business of manufacturing, renting, assembling, selling and
distributing industrial and commercial equipment).

     "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Indebtedness; provided that
if, and for so long as, any Designated Senior Indebtedness lacks such a
representative, then the Representative for such Designated Senior Indebtedness
shall at all times be the holders of a majority in outstanding principal amount
of such Designated Senior Indebtedness in respect of any Designated Senior
Indebtedness.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Subsidiary" means any Subsidiary of Terex that is not an
Unrestricted Subsidiary.

     "SEC" means the Securities and Exchange Commission.

     "Secured Indebtedness" means any Indebtedness of any Person secured by a
Lien.

                                       57

     "Senior Indebtedness" means with respect to Terex or any Subsidiary
Guarantor (x) Bank Indebtedness and (y) any other Indebtedness that, by the
terms of the instrument creating or evidencing such Indebtedness, is expressly
made senior in right of payment to the notes or the applicable Guarantee, other
than:

          (1) any obligation of such Person to any subsidiary of such Person or
     to any officer, director or employee of such Person or any such subsidiary;

          (2) any liability of such Person for federal, state, local or other
     taxes owed or owing by such Person;

          (3) any accounts payable or other liability of such Person to trade
     creditors arising in the ordinary course of business (including Guarantees
     thereof or instruments evidencing such liabilities);

          (4) any Indebtedness, Guarantee or obligation of such Person which is,
     expressly by its terms, subordinate or junior in any respect to any other
     Indebtedness, Guarantee or obligation of such Person;

          (5) that portion of any Indebtedness of such Person which at the time
     of issuance is issued in violation of the Indenture;

          (6) Indebtedness of such Person represented by Disqualified Stock; or

          (7) Capitalized Lease Obligations.

     "Senior Subordinated Indebtedness" means the notes and any other
Indebtedness of Terex that specifically provides that such Indebtedness is to
rank pari passu with the notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of Terex
which is not Senior Indebtedness.

     "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of Terex within the meanings of Rule 1-02 under
Regulation S-X promulgated by the SEC.

     "Stated Maturity" means, with respect to any security, the final date
specified in such security as the fixed date on which all outstanding principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

     "Subordinated Obligation" means any Indebtedness of Terex or any Subsidiary
Guarantor (whether outstanding on November 25, 2003 or thereafter Incurred)
which is subordinate or junior in right of payment to the notes or the relevant
Subsidiary Guarantee, as applicable, pursuant to a written agreement to that
effect.

     "Subsidiary" means:

          (1) any corporation, association, partnership, limited liability
     company or other business entity of which more than 50% of the total voting
     power of shares of Capital Stock or other interests (including partnership
     interests) entitled (without regard to the occurrence of any contingency)
     to vote in the election of directors, managers or trustees thereof is at
     the time owned or controlled, directly or indirectly, by:

               (A) Terex;

               (B) Terex and one or more Subsidiaries; or

               (C) one or more Subsidiaries; or

          (2) any limited partnership of which Terex or any Subsidiary is a
     general partner; or

                                       58

          (3) any other Person (other than a corporation or limited partnership)
     in which Terex, or one or more other Subsidiaries or Terex and one or more
     other Subsidiaries, directly or indirectly, has more than 50% of the
     outstanding partnership or similar interests or has the power, by contract
     or otherwise, to direct or cause the direction of the policies, management
     and affairs thereof. Unless the context other wise requires, Subsidiary
     means each direct and indirect Subsidiary of Terex.

     "Subsidiary Guarantee" means a Guarantee by a Subsidiary Guarantor of
Terex's Obligations with respect to the notes.

     "Subsidiary Guarantor" means any Subsidiary of Terex that Guarantees
Terex's Obligations with respect to the notes.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date of this Indenture.

     "Trustee" means the party named as such in the Indenture until a successor
replaces it and, thereafter, means the successor.

     "Unrestricted Subsidiary" means any Subsidiary of Terex (other than a
Subsidiary Guarantor) designated as such pursuant to and in compliance with the
covenant described under "Limitation on Designations of Unrestricted
Subsidiaries." Any such designation may be revoked by a resolution of the Board
of Directors of Terex delivered to the trustee, subject to the provisions of
such covenant.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

     "Voting Stock" of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     "Wholly Owned Subsidiary" means:

          (1) a Restricted Subsidiary all the Capital Stock of which (other than
     directors qualifying shares and shares held by other Persons to the extent
     such Shares are required by applicable law to be held by a Person other
     than Terex or a Restricted Subsidiary) is owned by Terex or one or more
     Wholly Owned Subsidiaries; and

          (2) P.P.M. S.A.S., and any future wholly owned subsidiaries of P.P.M.
     S.A.S., so long as Terex or one or more Wholly Owned Subsidiaries maintains
     a percentage ownership interest in such entity equal to or greater than
     such ownership interest (on a fully diluted basis) on the later of (A)
     November 25, 2003 or (B) the date such entity is incorporated or acquired
     by Terex or one or more Wholly Owned Subsidiaries.

                                       59

Book-Entry, Delivery and Form

     General

     The notes initially will be issued in the form of one or more fully
registered notes in global form (the "Global Notes"). The Global Notes will be
deposited upon issuance with the Trustee as custodian for DTC and registered in
the name of DTC or its nominee, in each case for credit to the accounts of
institutions that have accounts with DTC or its nominee (the "DTC participants")
and to the accounts of institutions that have accounts with Euroclear or its
nominee participants (the "Euroclear participants" and, collectively with the
DTC participants, the "participants"). Each of DTC and Euroclear is referred to
herein as a "Book-Entry Facility." Ownership of beneficial interests in the
Global Notes will be limited to participants or persons that may hold interests
through participants. Ownership of beneficial interest in the Global Notes will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by a Book-Entry Facility or its nominee (with respect to
participants interests) for such Global Notes or by participants or persons that
hold interests through participants (with respect to beneficial interests of
persons other than participants). The laws of some jurisdictions may require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such limits and laws may impair the ability to transfer or
pledge beneficial interests in the Global Notes.

     So long as DTC, or its nominee, is the registered holder of the Global
Notes, DTC or such nominee, as the case may be, will be considered the sole
legal owner and holder of such notes represented by such Global Notes for all
purposes under the Indenture and the notes. Except as set forth below, owners of
beneficial interests in the Global Notes will not be entitled to have such
Global Notes or any notes represented thereby registered in their names, will
not receive or be entitled to receive physical delivery or certificated notes in
exchange therefor and will not be considered to be the owners or holders of such
Global Notes or any notes represented thereby for any purpose under the notes or
the Indenture. We understand that under existing industry practice, in the event
an owner of a beneficial interest in a Global Notes desires to take any action
that DTC, as the holder of such Global Notes, is entitled to take, DTC would
authorize the participants to take such action, and that the participants would
authorize beneficial owners owning through such participants to take such action
or would otherwise act upon the instructions of beneficial owners owning through
them.

     Any payment of principal or interest due on the notes on any interest
payment date or at maturity will be made available by us to the trustee by such
date. As soon as possible thereafter, the trustee will make such payments to DTC
or its nominee, as the case may be, as the registered owner of the Global Notes
representing such notes in accordance with existing arrangements between the
trustee and the depositary.

     We expect that DTC or its nominee, upon receipt of any payment of principal
or interest in respect of the Global Notes will credit immediately the accounts
of the related participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Notes as
shown on the records of DTC. We also expect that payments by participants to
owners of beneficial interests in the Global Notes held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers in bearer
form of registered in "street name," and will be the responsibility of such
participants.

     None of us, the trustee or any payment agent for the Global Notes will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests or for other aspects of the relationship between
the depositary and its participants or the relationship between such
participants and the owners of beneficial interests in the Global Notes owning
through such participants.

     Because of time zone differences, the securities account of a Euroclear
participant purchasing an interest in a Global Note from a DTC participant will
be credited, and any such crediting will be reported to the relevant Euroclear
participant, during the securities settlement processing day (which must be a
business day for Euroclear) immediately following the DTC settlement date. Cash
received in Euroclear as a result of sales of interests in a Global Note by or
through a Euroclear participant to a DTC participant will be received with value
on the DTC settlement date but will be available in the relevant Euroclear cash
account only as of the business day following settlement in DTC.

                                       60

     As long as the notes are represented by a Global Note, DTC's nominee will
be the holder of such notes and therefore will be the only entity that can
exercise a right to repayment or repurchase of such notes. See "Description of
the Notes--Change of Control" and "--Certain Covenants--Limitation on Sales of
Assets and Subsidiary Stock." Notice by participants or by owners of beneficial
interests in the Global Notes held through such participants of the exercise of
the option to elect repayment of beneficial interests in notes represented by
the Global Note must be transmitted to the relevant Book-Entry Facility in
accordance with its procedures on a form required by the relevant Book-Entry
Facility and provided to participants. In order to ensure that DTC's nominee
will timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such note must instruct the broker or other participant to
exercise a right to repayment. Different firms have cut-off times for accepting
instructions from their customers and, accordingly, each beneficial owner should
consult the broker or other participant through which it holds an interest in a
note in order to ascertain the cut-off time by which such an instruction must be
given in order for timely notice to be delivered to DTC. We will not be liable
for any delay in delivery of notices of the exercise of the option to elect
repayment.

     Unless and until exchanged in whole or in part for notes in definitive form
in accordance with the terms of the notes, the Global Notes may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or by DTC or any such nominee to a successor of
DTC or a nominee of each successor.

     Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Notes among participants of a Book-Entry
Facility, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. None of us or
the trustee will have any responsibility for the performance by a Book-Entry
Facility or its participants or indirect participants of their respective
obligations under the rules and procedures governing their operations. We and
the trustee may conclusively rely on, and shall be protected in relying on,
instructions from a Book-Entry Facility for all purposes.

     Certificated notes

     The Global Notes shall be exchangeable for corresponding notes in
certificated fully registered form ("certificated notes") registered in the name
of persons other than DTC or its nominee only if (A) DTC (i) notifies Terex that
it is unwilling or unable to continue as depositary for the Global Notes or (ii)
at any time ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), (B) there shall have
occurred and be continuing an Event of Default (as defined in the Indenture)
with respect to the applicable notes or (C) Terex executes and delivers to the
trustee an order that the Global Notes shall be so exchangeable. Any
certificated notes will be issued only in fully registered form, and shall be
issued without coupons in denominations of $1,000 and integral multiples
thereof. Any certificated notes so issued will be registered in such names and
in such denominations as DTC shall request.

     The Clearing System

     DTC has advised us as follows: DTC is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code, and "a clearing agency" registered pursuant to the
provisions of section 17A of the Exchange Act. DTC was created to hold
securities of institutions that have accounts with its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of participants, thereby elimination the need for physical movement of
securities certificates. DTC's participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations. Access to DTC's book-entry system is also available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a participant, whether directly or
indirectly.

                                       61

              CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

     The following summary describes the material United States federal income
tax consequences of the ownership and disposition of the new notes by U.S.
Holders (as defined below) who acquire such securities in the exchange offer
(the "Initial U.S. Holders"). This summary is based on the Internal Revenue Code
of 1986, as amended to the date hereof (the "Code"), administrative
pronouncements, judicial decisions and existing and proposed Treasury
Regulations, changes to any of which subsequent to the date of this prospectus
may affect the tax consequences described herein. This summary discusses only
notes held as capital assets within the meaning of Section 1221 of the Code. It
does not discuss all of the tax consequences that may be relevant to a holder in
light of his particular circumstances or to holders subject to special rules,
such as persons who are not U.S. Holders (as defined below) or Initial U.S.
Holders, certain financial institutions, insurance companies, tax-exempt
entities, dealers in securities or foreign currency and holders who hold the new
notes as part of a straddle, hedging, conversion or other integrated
transaction. Holders of notes should consult their own tax advisors with regard
to the application of the United States federal income tax laws to their
particular situations as well as any tax consequences arising under the laws of
any state, local or foreign taxing jurisdiction.

     As used herein, the term "U.S. Holder" means a beneficial owner of a note
that, for United States federal income tax purposes, is (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or of any
political subdivision thereof, (iii) an estate the income of which is subject to
United States federal income taxation regardless of its source, or (iv) a trust,
if a U.S. court is able to exercise primary supervision over the administration
of such trust and one or more U.S. fiduciaries have the authority to control all
substantial decisions of such trust.

Exchange Offer

     The exchange of old notes for new notes pursuant to the exchange offer will
not result in any federal income tax consequences to U.S. Holders. When a U.S.
Holder exchanges an old note for a new note pursuant to the exchange offer, the
U.S. Holder will have the same adjusted basis and holding period in the new note
as in the old note immediately before the exchange. There will be no federal
income tax consequences of the exchange offer to Holders who did not exchange
the old notes.

Payment of Interest

     Stated interest paid on a new note will generally be taxable as ordinary
income at the time it accrues or is received in accordance with the U.S.
Holder's method of accounting for federal income tax purposes.

Sale, Exchange or Redemption

     Upon the sale, exchange or redemption of a new note, a U.S. Holder will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange or redemption (excluding amounts attributable to
accrued and unpaid interest, which amounts will be includible as ordinary
interest income) and such U.S. Holder's tax basis in the new note. Gain or loss
realized on the sale, exchange or redemption of a new note will be capital gain
or loss. Capital gains or losses recognized on new notes held more than one year
(including the period of ownership of the old notes) will be treated as
long-term capital gains or losses. The deduction of capital losses is subject to
certain limitations. Holders should consult their own tax advisors regarding the
treatment of capital gains and losses.

     THE FOREGOING IS A SUMMARY OF THE PRINCIPAL FEDERAL INCOME TAX CONSEQUENCES
TO A U.S. HOLDER OF A NEW NOTE. EACH HOLDER OF AN OLD NOTE IS URGED TO CONSULT
ITS TAX ADVISOR TO DETERMINE THE SPECIFIC FEDERAL INCOME TAX CONSEQUENCES OF
ACCEPTING THE EXCHANGE OFFER, AS WELL AS THE EFFECT OF STATE, LOCAL AND FOREIGN
INCOME AND OTHER TAX LAWS.

                                       62

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives new notes for its own account as a result
of the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of new notes received in exchange for old notes where
such old notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
Expiration Date, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale.

     We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account as a
result of the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the new notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
the prevailing market prices or negotiated prices. Any of these resales may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any of these
broker-dealers and/or the purchasers of any such new notes. Any broker-dealer
that resells new notes that it received for its own account as a result of the
exchange offer and any broker or dealer that participates in a distribution of
such new notes may be deemed to be an "underwriter" within the meaning of the
Securities Act, and any profit on any of these resales of new notes and any
commissions or concessions received by any of these persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     For a period of 180 days after the Expiration Date, we will send additional
copies of this prospectus and any amendment or supplement to this prospectus to
any broker-dealer that requests such documents in the Letter of Transmittal.

     We have agreed to pay all expenses incident to this exchange offer
(including the fees and expenses of one counsel for the holders of the notes)
other than commissions or concessions of any brokers or dealers. We will
indemnify the holders of the new notes (including any broker-dealers) against
some liabilities, including liabilities under the Securities Act.

                                  LEGAL MATTERS

     Certain legal matters with respect to the new notes offered hereby will be
passed upon for us by Bryan Cave LLP, New York, New York.

                                     EXPERTS

     As disclosed in "Recent Developments," on December 10, 2003 we decided to
retain the Businesses. We previously reported the Businesses as a discontinued
operation in our quarterly reports on Form 10-Q for the calendar quarters ended
June 30, 2003 and September 30, 2003, incorporated by reference in this
prospectus. As a result, we concluded that the Businesses should be included

                                       63

within continuing operations and no longer be reported as discontinued
operations. We are evaluating the proper presentation of the Businesses in the
financial statements incorporated by reference in this prospectus. Alternative
presentations being considered do not affect the total amounts reported for Net
Income (Loss), Stockholders' Equity, or for net cash provided by or used in
operating activities, investing activities and financing activities. We will
request consents from our independent auditors, PricewaterhouseCoopers LLP, for
the incorporation by reference in this prospectus of their reports and file an
amendment to the Registration Statement on Form S-4 of which this prospectus is
a part, after the appropriate presentation is determined and required filings,
if any, are made with the Securities and Exchange Commission.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 under the Securities Act, to register the new notes
offered hereby. This prospectus does not contain all of the information that you
can in the Registration Statement, as permitted by the rules and regulations of
the Securities and Exchange Commission. As a result, statements in this
prospectus concerning the contents of any contract or other document are not
necessarily complete. You should read the full text of any contract or document
filed as an exhibit to the Registration Statement for a more complete
understanding of the contract or document or matter involved.

     While any notes remain outstanding, we will make available, upon request,
to any holder and any prospective purchaser of notes the information required
pursuant to Rule 144 (d)(4) under the Securities Act of 1933, during any period
in which we are not subject to Section 13 or 15(d) of the Securities Exchange
Act of 1934. Any such request should be directed to the Secretary of Terex.

     We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission under the Exchange Act.
The Exchange Act file number for our Securities and Exchange Commission filings
is 1-12302. You may read and copy any document we file at the following
Securities and Exchange Commission public reference rooms:

Judiciary Plaza             500 West Madison Street          233 Broadway
450 Fifth Street, N.W.      14th Floor                       Suite 1300
Rm. 1024                    Chicago, Illinois 60661          New York, NY 10279
Washington D.C. 20549

     You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the Securities and Exchange Commission at
1-800-SEC-0330. We file information electronically with the Securities and
Exchange Commission. Our Securities and Exchange Commission filings are
available from the Securities and Exchange Commission's Internet site at
http://www.sec.gov, which contains reports, proxy and information statements and
other information regarding issuers that file electronically. You may also
inspect our Securities and Exchange Commission reports and other information at
the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     We can disclose important information to you by referring you to those
documents that we have previously filed with the SEC or documents that we file
with the SEC in the future. The information incorporated by reference is
considered to be part of this prospectus, and information in documents that we
file later with the SEC will automatically update and supersede information in
this prospectus. We incorporate by reference the documents listed below into
this prospectus, and any future filings made by us with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until our offering is completed or terminated. The documents we incorporate by
reference are:

1.   Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

2.   Our definitive proxy materials on Schedule 14A as filed with the SEC on
     April 10, 2003.

3.   Quarterly Report on Form 10-Q for the calendar quarter ended March 31,
     2003.

4.   Quarterly Report on Form 10-Q for the calendar quarter ended June 30, 2003.

5.   Quarterly Report on Form 10-Q for the calendar quarter ended September 30,
     2003.

                                       64

6.   Current Report on Form 8-K/A dated November 26, 2002, and filed with the
     SEC on November 26, 2002 (except any information furnished pursuant to item
     9).

7.   Current Report on Form 8-K/A dated October 23, 2003, and filed with the SEC
     on October 23, 2003.

8.   Current Report on Form 8-K dated November 10, 2003, and filed with the SEC
     on November 10, 2003.

9.   Current Report on Form 8-K dated November 11, 2003, and filed with the SEC
     on November 12, 2003.

10.  Current Report on Form 8-K dated November 14, 2003, and filed with the SEC
     on November 17, 2003.

11.  Current Report on Form 8-K dated November 25, 2003, and filed with the SEC
     on November 26, 2003.

12.  Current Report on Form 8-K dated December 10, 2003, and filed with the SEC
     on December 10, 2003.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and number: Terex Corporation,
Attention: Secretary, 500 Post Road East, Suite 320, Westport, Connecticut
06880; telephone (203) 222-7170.

     You should rely only on information contained in this document or to which
we have referred you. We have not authorized anyone to provide you with
information that is different. This document may only be used where it is legal
to sell these securities. The information in this document may only be accurate
on the date of this document.

                                       65

<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.  Indemnification of Directors and Officers

     Section 145 of the Delaware General Corporation Law ("DGCL") and Article IX
of Terex's Restated By-laws provide for the indemnification of Terex's directors
and officers in a variety of circumstances, which may include liabilities under
the Securities Act.

     Article IX of Terex's restated by-laws generally requires Terex to
indemnify its officers and directors against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses incurred in
connection with the investigation, defense, settlement or appeal of certain
actions, whether instituted by a third party or a stockholder (either directly
or indirectly) and including specifically, but without limitation, actions
brought under the Securities Act, and/or the Exchange Act; except that no such
indemnification will be permitted if such director or officer was not successful
in defending against any such action and it is determined that the director or
officer breached or failed to perform his or her duties to Terex, and such
breach or failure constitutes (i) a willful breach of his or her "duty of
loyalty", (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of the law, (iii) a violation of Section 174
of the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock or (iv) a transaction
where such individual derived an improper financial profit (unless it is deemed
that such profit is immaterial in light of all of the circumstances)
(collectively, "Breach of Duty"). Notwithstanding the foregoing, subject to
certain exceptions, the restated by-laws provide that directors or officers
initiating an action, are not entitled to indemnification.

     The restated by-laws also establish certain procedures by which (i) a
director or officer may request an advance on his or her reasonable expenses,
prior to the final disposition of an action, (ii) Terex may withhold an
indemnification payment from a director or officer, (iii) a director or officer
may be entitled to partial indemnification and (iv) a director or officer may
challenge Terex's denial to furnish him or her with requested indemnification.
Additionally, the restated by-laws provide that the adverse termination of an
action against an officer or director, is not in and of itself sufficient to
create a presumption that a director or officer engaged in conduct constituting
a Breach of Duty.

     Finally, Terex's restated certificate of incorporation, as amended,
contains a provision which eliminates the personal liability of a director to
Terex and its stockholders for certain breaches of his or her fiduciary duty of
care as a director. This provision does not, however, eliminate or limit the
personal liability of a director (i) for any breach of such director's "duty of
loyalty" (as further defined therein) to Terex or its stockholders, (ii) for
acts or omissions not in "good faith" (as further defined therein) or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, relating in general to the willful or negligent payment
of an illegal dividend or the authorization of an unlawful stock repurchase or
redemption, or (iv) for any transaction from which the director derived an
improper personal profit to the extent of such profit. This provision of the
restated certificate of incorporation offers persons who serve on the Board of
Directors of Terex protection against awards of monetary damages resulting from
negligent (except as indicated above) and "grossly" negligent actions taken in
the performance of their duty of care, including grossly negligent business
decisions made in connection with takeover proposals for Terex. As a result of
this provision, the ability of Terex or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care has been
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his duty of care. Although the validity and scope of Section 145 of the DGCL has
not been tested in court, the Securities and Exchange Commission has taken the
position that the provision will have no effect on claims arising under the
Federal securities laws.

     Terex maintains a directors' and officers' insurance policy which insures
the officers and directors of Terex from any claim arising out of an alleged
wrongful act by such persons in their respective capacities as officers and
directors of Terex.

                                      II-1

Item 21.  Exhibits and Financial Statement Schedules

     (a) Exhibits

3.1  Restated Certificate of Incorporation of Terex Corporation (incorporated by
     reference to Exhibit 3.1 to the Form S-1 Registration Statement of Terex
     Corporation, Registration No. 33-52297).

3.2  Certificate of Elimination with respect to the Series B Preferred Stock
     (incorporated by reference to Exhibit 4.3 to the Form 10-K for the year
     ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).

3.3  Certificate of Amendment to Certificate of Incorporation of Terex
     Corporation dated September 5, 1998 (incorporated by reference to Exhibit
     3.3 to the Form 10-K for the year ended December 31, 1998 of Terex
     Corporation, Commission File No. 1-10702).

3.4  Amended and Restated Bylaws of Terex Corporation (incorporated by reference
     to Exhibit 3.2 to the Form 10-K for the year ended December 31, 1998 of
     Terex Corporation, Commission File No. 1-10702).

4.1  Indenture, dated as of March 29, 2001, between Terex Corporation and United
     States Trust Company of New York, as Trustee (incorporated by reference to
     Exhibit 4.12 to the Form 10-Q for the quarter ended March 31, 2001 of Terex
     Corporation, Commission File No. 1-10702).

4.2  First Supplemental Indenture, dated as of October 1, 2001, between Terex
     Corporation and United States Trust Company of New York, as Trustee (to
     Indenture dated as of March 29, 2001, incorporated by reference to Exhibit
     4.15 to the Form 10-Q for the quarter ended September 30, 2001 of Terex
     Corporation, Commission File No. 1-10702).

4.3  Second Supplemental Indenture, dated as of September 30, 2002, between
     Terex Corporation and Bank of New York (as successor to United States Trust
     Company of New York), as Trustee (to Indenture dated as of March 29, 2001)
     (incorporated by reference to Exhibit 4.18 to the Form 10-K for the year
     ended December 31, 2002 of Terex Corporation, Commission File No. 1-10702).

4.4  Third Supplemental Indenture, dated as of March 31, 2003, between Terex
     Corporation and Bank of New York (as successor to United States Trust
     Company of New York), as Trustee (to Indenture dated as of March 29, 2001)
     (incorporated by reference to Exhibit 4.21 to the Form 10-Q for the quarter
     ended March 31, 2003 of Terex Corporation, Commission File No. 1-10702).

4.5  Fourth Supplemental Indenture, dated as of November 25, 2003, among Terex
     Corporation, the Subsidiary Guarantors named therein and The Bank of New
     York (as successor to United States Trust Company of New York), as Trustee
     (to Indenture dated as of March 29, 2001).**

4.6  Indenture, dated as of December 17, 2001, between Terex Corporation, the
     Guarantors named therein and The Bank of New York, as Trustee (incorporated
     by reference to Exhibit 4.16 to Form S-4 Registration Statement of Terex
     Corporation, Registration No. 333-75700).

4.7  First Supplemental Indenture, dated as of September 30, 2002, between Terex
     Corporation and Bank of New York (as successor to United States Trust
     Company of New York), as Trustee (to Indenture dated as of December 17,
     2001) (incorporated by reference to Exhibit 4.20 to the Form 10-K for the
     year ended December 31, 2002 of Terex Corporation, Commission File No.
     1-10702).

4.8  Second Supplemental Indenture, dated as of March 31, 2003, between Terex
     Corporation and Bank of New York (as successor to United States Trust
     Company of New York), as Trustee (to Indenture dated as of December 17,
     2001) (incorporated by reference to Exhibit 4.24 to the Form 10-Q for the
     quarter ended March 31, 2003 of Terex Corporation, Commission File No.
     1-10702).

                                      II-2

4.9  Third Supplemental Indenture, dated as of November 25, 2003, among Terex
     Corporation, the Subsidiary Guarantors named therein and The Bank of New
     York (as successor to United States Trust Company of New York), as Trustee
     (to Indenture dated as of December 17, 2001).**

4.10 Indenture, dated as of November 25, 2003, between Terex Corporation, the
     Guarantors named therein and HSBC Bank USA, as Trustee.*

5.1  Opinion of Bryan Cave LLP as to the legality of the New Notes.**

10.1 Terex Corporation Incentive Stock Option Plan, as amended (incorporated by
     reference to Exhibit 4.1 to the Form S-8 Registration Statement of Terex
     Corporation, Registration No. 33-21483).

10.2 1994 Terex Corporation Long-Term Incentive Plan (incorporated by reference
     to Exhibit 10.2 to the Form 10-K for the year ended December 31, 1994 of
     Terex Corporation, Commission File No. 1-10702).

10.3 Terex Corporation Employee Stock Purchase Plan (incorporated by reference
     to Exhibit 10.3 to the Form 10-K for the year ended December 31, 1994 of
     Terex Corporation, Commission File No. 1-10702).

10.4 1996 Terex Corporation Long-Term Incentive Plan (incorporated by reference
     to Exhibit 10.1 to Form S-8 Registration Statement of Terex Corporation,
     Registration No. 333-03983).

10.5 Amendment No. 1 to 1996 Terex Corporation Long-Term Incentive Plan
     (incorporated by reference to Exhibit 10.5 to the Form 10-K for the year
     ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).

10.6 Amendment No. 2 to 1996 Terex Corporation Long-Term Incentive Plan
     (incorporated by reference to Exhibit 10.6 to the Form 10-K for the year
     ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).

10.7 Terex Corporation 1999 Long-Term Incentive Plan (incorporated by reference
     to Exhibit 10.7 to the Form 10-Q for the quarter ended March 31, 2000 of
     Terex Corporation, Commission File No. 1-10702).

10.8 Terex Corporation 2000 Incentive Plan, as amended (incorporated by
     reference to Exhibit 10.8 to the Form 10-Q for the quarter ended June 30,
     2000 of Terex Corporation, Commission File No. 1-10702).

10.9 Terex Corporation Supplemental Executive Retirement Plan, effective October
     1, 2002 (incorporated by reference to Exhibit 10.9 to the Form 10-K for the
     year ended December 31, 2002 of Terex Corporation, Commission File No.
     1-10702).

10.10 Amended and Restated Credit Agreement, dated as of July 3, 2002, among
     Terex Corporation, certain of its Subsidiaries, the Lenders named therein,
     and Credit Suisse First Boston, as Administrative Agent (incorporated by
     reference to Exhibit 10.9 to the Form 10-Q for the quarter ended June 30,
     2002 of Terex Corporation, Commission File No. 1-10702).

10.11 Incremental Term Loan Assumption Agreement, dated as of September 13,
     2002, relating to the Amended and Restated Credit Agreement dated as of
     July 3, 2002, among Terex Corporation, certain of its subsidiaries, the
     lenders party thereto and Credit Suisse First Boston, as administrative
     agent (incorporated by reference to Exhibit 2 of the Form 8-K Current
     Report, Commission File No. 1-10702, dated September 13, 2002 and filed
     with the Commission on September 20, 2002).

10.12 Amendment No. 1 and Agreement, dated as of November 25, 2003, to the
     Amended and Restated Credit Agreement, dated as of July 3, 2002, among
     Terex Corporation, certain of its Subsidiaries, the Lenders named therein,
     and Credit Suisse First Boston, as Administrative Agent.*

                                      II-3

10.13 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation and
     Credit Suisse First Boston, as Collateral Agent (incorporated by reference
     to Exhibit 10.14 to the Form 10-K for the year ended December 31, 1998 of
     Terex Corporation, Commission File No. 1-10702).

10.14 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation, each
     of the subsidiaries of Terex Corporation listed therein and Credit Suisse
     First Boston, as Collateral Agent (incorporated by reference to Exhibit
     10.15 to the Form 10-K for the year ended December 31, 1998 of Terex
     Corporation, Commission File No. 1-10702).

10.15 Security Agreement dated as of March 6, 1998 of Terex Corporation, each of
     the subsidiaries of Terex Corporation listed therein and Credit Suisse
     First Boston, as Collateral Agent (incorporated by reference to Exhibit
     10.16 to the Form 10-K for the year ended December 31, 1998 of Terex
     Corporation, Commission File No. 1-10702).

10.16 Pledge Agreement dated as of March 6, 1998 of Terex Corporation, each of
     the subsidiaries of Terex Corporation listed therein and Credit Suisse
     First Boston, as Collateral Agent (incorporated by reference to Exhibit
     10.17 to the Form 10-K for the year ended December 31, 1998 of Terex
     Corporation, Commission File No. 1-10702).

10.17 Form Mortgage, Leasehold Mortgage, Assignment of Leases and Rents,
     Security Agreement and Financing entered into by Terex Corporation and
     certain of the subsidiaries of Terex Corporation, as Mortgagor, and Credit
     Suisse First Boston, as Mortgagee (incorporated by reference to Exhibit
     10.18 to the Form 10-K for the year ended December 31, 1998 of Terex
     Corporation, Commission File No. 1-10702).

10.18 Underwriting Agreement, dated as of April 18, 2002 between Terex
     Corporation and Credit Suisse First Boston Corporation (incorporated by
     reference to Exhibit 1.1 of the Form 8-K Current Report, Commission File
     No. 1-10702, dated April 18, 2002 and filed with the Commission on April
     18, 2002).

10.19 Sale and Purchase Agreement, dated May 16, 2002, among Terex Corporation,
     Terex Germany GmbH & Co. KG and Demag Mobile Cranes GmbH (incorporated by
     reference to Exhibit 1 of the Form 8-K Current Report, Commission File No.
     1-10702, dated May 16, 2002 and filed with the Commission on May 17, 2002).

10.20 Agreement and Plan of Merger, dated July 19, 2002, among Terex
     Corporation, Magic Acquisition Corp., Genie Holdings, Inc., Robert
     Wilkerson, S. Ward Bushnell, F. Roger Brown, Wilkerson Limited Partnership,
     Bushnell Limited Partnership and R. Brown Limited Partnership (incorporated
     by reference to Exhibit 1 of the Form 8-K Current Report, Commission File
     No. 1-10702, dated July 19, 2002 and filed with the Commission on July 22,
     2002).

10.21 First Amendment to Agreement and Plan of Merger, dated as of September 18,
     2002, by and among Terex Corporation, Magic Acquisition Corp., Genie
     Holdings, Inc. and Robert Wilkerson, S. Ward Bushnell and F. Roger Brown
     and certain limited partnerships (incorporated by reference to Exhibit 1 of
     the Form 8-K Current Report, Commission File No. 1-10702, dated September
     13, 2002 and filed with the Commission on September 20, 2002).

10.22 Purchase Agreement, dated as of November 10, 2003, among Terex Corporation
     and the Initial Purchasers, as defined therein.*

10.23 Registration Rights Agreement, dated as of November 25, 2003, among Terex
     Corporation and the Initial Purchasers, as defined therein.*

10.24 Second Amended and Restated Employment and Compensation Agreement, dated
     as of January 1, 2002, between Terex Corporation and Ronald M. DeFeo
     (incorporated by reference to Exhibit 10.34 to the Form 10-K for the year
     ended December 31, 2001 of Terex Corporation, Commission File No. 1-10702).

                                      II-4

10.25 Amended and Restated Promissory Note, dated October 26, 2001, by Ronald M.
     DeFeo in favor of Terex Corporation (incorporated by reference to Exhibit
     10.32 to the Form 10-K for the year ended December 31, 2002 of Terex
     Corporation, Commission File No. 1-10702).

10.26 Pledge and Assignment Agreement, dated as of March 2, 2000, between Ronald
     M. DeFeo and Terex Corporation (incorporated by reference to Exhibit 10.33
     to the Form 10-K for the year ended December 31, 2002 of Terex Corporation,
     Commission File No. 1-10702).

10.27 Form of Amended and Restated Change in Control and Severance Agreement
     dated as of April 1, 2002 between Terex Corporation and certain executive
     officers (incorporated by reference to Exhibit 10.36 to Form 10-Q for the
     quarter ended March 31, 2002 of Terex Corporation, Commission File No.
     1-10702).

10.28 Form of Change in Control and Severance Agreement between Terex
     Corporation and certain executive officers (incorporated by reference to
     Exhibit 10.35 to the Form 10-K for the year ended December 31, 2002 of
     Terex Corporation, Commission File No. 1-10702).

10.29 Retirement Agreement dated as of November 13, 2003 between Terex
      Corporation and Filip Filipov.*

10.30 Consulting Agreement dated as of November 13, 2003 between Terex
      Corporation and Fiver S.A.*

12.1 Calculation of Ratio of Earnings to Fixed Charges.*

21.1 Subsidiaries of Terex Corporation.*

23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP (relates to
     Terex Corporation financial statements).**

23.2 Consent of Independent Accountants - PricewaterhouseCoopers LLP (relates to
     Genie Holdings Inc. financial statements).**

23.3 Consent of Bryan Cave LLP (included as part of Exhibit 5.1)

24.1 Power of Attorney (included on signature page).

25.1 Statement of Eligibility of HSBC Bank USA as Trustee on Form T-1.*

99.1 Form of Letter of Transmittal.*

99.2 Form of Notice of Guaranteed Delivery.*

- ------------------
*Filed herewith.
**To be filed by Amendment.

                                      II-5

Item 22.  Undertakings

     (a) The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Terex pursuant to the foregoing provisions, or otherwise, Terex has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Terex of expenses incurred or paid
by a director, officer or controlling person of Terex in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, Terex
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     (c) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form,
within one business day of receipt of such requests, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.

     (d) To supply by means of a post-effective amendment all information
concerning a transaction, and Terex being acquired involved therein, that was
not the subject of and included in the registration statement when it became
effective.

     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-6

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                         TEREX CORPORATION

                                         By: /s/ Ronald M. DeFeo
                                            --------------------------
                                            Name:   Ronald M. DeFeo
                                            Title:  Chairman, President, Chief
                                                    Executive Officer and
                                                    Chief Operating Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>
/s/ Ronald M. DeFeo                Chairman, President, Chief Executive Officer and          January 20, 2004
- ---------------------------        Director
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman              Senior Vice President and Chief Financial Officer         January 20, 2004
- ---------------------------        (Principal Financial Officer)
Phillip C. Widman

/s/ Mark T. Cohen                  Controller                                                January 20, 2004
- ---------------------------        (Principal Accounting Officer)
Mark T. Cohen

/s/ G. Chris Andersen              Director                                                  January 20, 2004
- ---------------------------
G. Chris Andersen

/s/ William H. Fike                Director                                                  January 20, 2004
- ---------------------------
William H. Fike

/s/ Donald P. Jacobs               Director                                                  January 20, 2004
- ---------------------------
Donald P. Jacobs

/s/ Don DeFosset                   Director                                                  January 20, 2004
- ---------------------------
Don DeFosset

/s/ J.C. Watts, Jr.                Director                                                  January 20, 2004
- ---------------------------
J.C. Watts, Jr.

/s/ David A. Sachs                 Director                                                  January 20, 2004
- ---------------------------
David A. Sachs

/s/ Helge H. Wehmeier              Director                                                  January 20, 2004
- ---------------------------
Helge H. Wehmeier
</table>

                                      II-7
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                      TEREX CRANES, INC.

                                      By: /s/ Eric I Cohen
                                         ------------------------------
                                           Name:   Eric I Cohen
                                           Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the Dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President - Finance and Director                     January 20, 2004
Phillip C. Widman                  (Principal Financial and Accounting Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                      II-8

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        KOEHRING CRANES, INC.

                                        By: /s/ Eric I Cohen
                                           ----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Daniel Goldsmith
- ------------------------           President                                                 January 20, 2004
Daniel Goldsmith                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President - Finance and Director                     January 20, 2004
Phillip C. Widman                  (Principal Financial and Accounting Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004
</table>

                                      II-9

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                   TEREX-TELELECT, INC.

                                   By: /s/ Eric I Cohen
                                      ---------------------------
                                        Name:   Eric I Cohen
                                        Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>
/s/ Christian Ragot
- ------------------------           President                                                 January 20, 2004
Christian Ragot                    (Principal Executive Officer)

/s Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial and Accounting Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-10

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX-RO CORPORATION

                                        By: /s/ Eric I Cohen
                                           ----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20,  2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial and Accounting Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>

                                     II-11
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        PAYHAULER CORP.

                                        By: /s/ Eric I Cohen
                                           ----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Thys de Beer
- ------------------------           President                                                 January 20, 2004
Thys de Beer                       (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial and Accounting Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-12

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                     O&K ORENSTEIN & KOPPEL, INC.

                                     By: /s/ Eric I Cohen
                                        -----------------------------
                                          Name:   Eric I Cohen
                                          Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Thys de Beer
- ------------------------           President                                                 January 20, 2004
Thys de Beer                       (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-13

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        THE AMERICAN CRANE CORPORATION

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Daniel Goldsmith
- ------------------------           President                                                 January 20, 2004
Daniel Goldsmith                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-14
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        AMIDA INDUSTRIES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>
/s/ Kerry O'Sullivan
- ------------------------           President                                                 January 20, 2004
Kerry O'Sullivan                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-15
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        CEDARAPIDS, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Rick Nichols
- ------------------------           President                                                 January 20, 2004
Rick Nichols                       (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-16
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        STANDARD HAVENS, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Christian Ragot
- ------------------------           President                                                 January 20, 2004
Christian Ragot                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-17

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        STANDARD HAVENS PRODUCTS, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Christian Ragot
- ------------------------           President and Director                                    January 20, 2004
Christian Ragot                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-18
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        BL PEGSON USA, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-19
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        BENFORD AMERICA, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-20

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        COLEMAN ENGINEERING, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Kerry O'Sullivan
- ------------------------           President                                                 January 20, 2004
Kerry O'Sullivan                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-21
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        FINLAY HYDRASCREEN USA, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Fergus Baillie
- ------------------------
Fergus Baillie                     Director                                                  January 20, 2004

/s/ Joseph F. Apuzzo
- ------------------------
Joseph F. Apuzzo                   Director                                                  January 20, 2004

</table>
                                     II-22
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        EARTHKING, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Kerry O'Sullivan
- ------------------------           President                                                 January 20, 2004
Kerry O'Sullivan                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-23

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        POWERSCREEN HOLDINGS USA INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-24
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        POWERSCREEN INTERNATIONAL LLC
                                        By:  Powerscreen North America Inc.,
                                              as Managing Member

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-25
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        POWERSCREEN NORTH AMERICA INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-26
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        POWERSCREEN USA LLC
                                        By:  Powerscreen Holdings USA Inc.,
                                             as Managing Member

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-27
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        ROYER INDUSTRIES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-28
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX BARTELL, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Kerry O'Sullivan
- ------------------------           President                                                 January 20, 2004
Kerry O'Sullivan                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-29
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        CMI TEREX CORPORATION

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Art L. Kaplan
- ------------------------           President                                                 January 20, 2004
Art L. Kaplan                      (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-30
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        PPM CRANES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-31
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                TEREX MINING EQUIPMENT, INC.

                                By: /s/ Eric I Cohen
                                  -----------------------------
                                     Name:   Eric I Cohen
                                     Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Thys de Beer
- ------------------------           President                                                 January 20, 2004
Thys de Beer                       (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-32
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        CMI DAKOTA COMPANY

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Art L. Kaplan
- ------------------------           President                                                 January 20, 2004
Art L. Kaplan                      (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-33
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        CMIOIL CORPORATION

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Art L. Kaplan
- ------------------------           President                                                 January 20, 2004
Art L. Kaplan                      (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-34
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        FUCHS TEREX, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004


</table>
                                     II-35
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE ACCESS SERVICES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                 (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-36
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE CHINA, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-37

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE FINANCIAL SERVICES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert S. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert S. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-38

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE HOLDINGS, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Robert R. Wilkerson
- ------------------------
Robert R. Wilkerson                Director                                                  January 20, 2004

</table>
                                     II-39
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE INDUSTRIES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-40
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE INTERNATIONAL, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>
/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-41
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GENIE MANUFACTURING, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-42
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GFS COMMERCIAL LLC

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-43

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        GFS NATIONAL, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-44
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                GO CREDIT CORPORATION

                                By: /s/ Eric I Cohen
                                  -----------------------------
                                     Name:   Eric I Cohen
                                     Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Jerome C. Knoll
- ------------------------           President                                                 January 20, 2004
Jerome C. Knoll                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-45
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        LEASE SERVICING & FUNDING CORPORATION

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Robert R. Wilkerson
- ------------------------           President                                                 January 20, 2004
Robert R. Wilkerson                (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-46
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        PRODUCT SUPPORT, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Art L. Kaplan
- ------------------------           President                                                 January 20, 2004
Art L. Kaplan                      (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-47
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                         SPINNAKER INSURANCE COMPANY

                                         By: /s/ Eric I Cohen
                                            ---------------------------
                                            Name:   Eric I Cohen
                                            Title:  Secretary

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Chuck Snavely                  President and Director                                    January 20, 2004
- ------------------------           (Principal Executive Officer and Principal Financial
Chuck Snavely                      Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Secretary and Director                                    January 20, 2004

/s/ James E. Clemons
- ------------------------
James E. Clemons                   Assistant Secretary and Director                          January 20, 2004

</table>
                                     II-48
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        SCHAEFF INCORPORATED

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ David Stevenson
- ------------------------           President                                                 January 20, 2004
David Stevenson                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-49
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX ADVANCE MIXER, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ David Stevenson
- ------------------------           President                                                 January 20, 2004
David Stevenson                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-50
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX FINANCIAL SERVICES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Joseph F. Apuzzo
- ------------------------           President                                                 January 20, 2004
Joseph F. Apuzzo                   (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance                                    January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-51
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX UTILITIES, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Christian Ragot
- ------------------------           President and Director                                    January 20, 2004
Christian Ragot                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-52
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        TEREX UTILITIES SOUTH, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Ronald M. DeFeo
- ------------------------           President and Director                                    January 20, 2004
Ronald M. DeFeo                    (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

</table>
                                     II-53
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Westport, Connecticut,
on January 20, 2004.

                                        UTILITY EQUIPMENT, INC.

                                        By: /s/ Eric I Cohen
                                          -----------------------------
                                             Name:   Eric I Cohen
                                             Title:  Vice President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ronald M. DeFeo and Eric I Cohen, or
either of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<table>
<caption>
Name and Signature                 Title                                                     Date
- ------------------                 -----                                                     ----
<s>                                <c>                                                       <c>

/s/ Lee Jacobson
- ------------------------           President                                                 January 20, 2004
Lee Jacobson                       (Principal Executive Officer)

/s/ Phillip C. Widman
- ------------------------           Vice President-Finance and Director                       January 20, 2004
Phillip C. Widman                  (Principal Financial Officer)

/s/ Eric I Cohen
- ------------------------
Eric I Cohen                       Vice President, Secretary and Director                    January 20, 2004

/s/ Ronald M. DeFeo
- ------------------------
Ronald M. DeFeo                    Director                                                  January 20, 2004

</table>
                                     II-54

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-10_indenture.txt
<DESCRIPTION>EXHIBIT 4.10 - INDENTURE
<TEXT>

                               TEREX CORPORATION,

                                   as Issuer



                    THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                            as Subsidiary Guarantors



                                      and



                                 HSBC BANK USA,

                                   as Trustee


                                   __________


                                   INDENTURE


                         Dated as of November 25, 2003

                                   __________



                   7-3/8% Senior Subordinated Notes due 2014

<page>

                             CROSS-REFERENCE TABLE



TIA                                                     Indenture
Section                                                   Section
- -------                                                   -------
      310(a)(1)        .......................             7.10
         (a)(2)        .......................             7.10
         (a)(3)        .......................             N.A.
         (a)(4)        .......................             N.A.
         (a)(5)        .......................             7.08; 7.10
         (b)           .......................             7.08; 7.10; 13.02
         (c)           .......................             N.A.
      311(a)           .......................             7.11
         (b)           .......................             7.11
         (c)           .......................             N.A.
      312(a)           .......................             2.05
         (b)           .......................             13.03
         (c)           .......................             13.03
      313(a)           .......................             7.06
         (b)(1)        .......................             N.A.
         (b)(2)        .......................             7.06
         (c)           .......................             7.06; 13.02
         (d)           .......................             7.06
      314(a)           .......................             4.07; 4.08; 13.02
         (b)           .......................             N.A.
         (c)(1)        .......................             13.04
         (c)(2)        .......................             13.04
         (c)(3)        .......................             N.A.
         (d)           .......................             N.A.
         (e)           .......................             13.05
         (f)           .......................             N.A.
      315(a)           .......................             7.01(b)
         (b)           .......................             7.05; 13.02
         (c)           .......................             7.01(a)
         (d)           .......................             7.01(c)
         (e)           .......................             6.11
      316(a) (last sentence)..................             2.09
         (a)(1)(A)     .......................             6.05
         (a)(1)(B)     .......................             6.04
         (a)(2)        .......................             N.A.
         (b)           .......................             6.07
         (c)           .......................             9.05
      317(a)(1)        .......................             6.08
         (a)(2)        .......................             6.09
         (b)           .......................             2.04
      318(a)           .......................             13.01
         (c)           .......................             13.01

N.A. means Not Applicable

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
      part of the Indenture.


<page>
                               TABLE OF CONTENTS

                                                                            Page

             ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions ................................................2
SECTION 1.02.     Incorporation by Reference of TIA..........................21
SECTION 1.03.     Rules of Construction .....................................21
SECTION 1.04.     One Class of Securities   .................................22

                             ARTICLE TWO THE NOTES

SECTION 2.01.     Form and Dating ...........................................22
SECTION 2.02.     Execution and Authentication; Aggregate Principal Amount...23
SECTION 2.03.     Registrar and Paying Agent.................................23
SECTION 2.04.     Paying Agent To Hold Assets in Trust.......................24
SECTION 2.05.     Noteholder Lists  .........................................24
SECTION 2.06.     Transfer and Exchange .....................................24
SECTION 2.07.     Replacement Notes .........................................37
SECTION 2.08.     Outstanding Notes .........................................37
SECTION 2.09.     Treasury Notes  ...........................................37
SECTION 2.10.     Temporary Notes ...........................................37
SECTION 2.11.     Cancellation ..............................................38
SECTION 2.12.     Defaulted Interest.........................................38
SECTION 2.13.     CUSIP Number ..............................................38
SECTION 2.14.     Deposit of Moneys .........................................38
SECTION 2.15.     Issuance of Additional Notes...............................39

                            ARTICLE THREE REDEMPTION

SECTION 3.01.     Notices to Trustee ........................................39
SECTION 3.02.     Selection of Notes To Be Redeemed  ........................40
SECTION 3.03.     Notice of Redemption  .....................................40
SECTION 3.04.     Effect of Notice of Redemption  ...........................41
SECTION 3.05.     Deposit of Redemption Price ...............................41
SECTION 3.06.     Notes Redeemed in Part ....................................42
SECTION 3.07.     Optional Redemption  ......................................42

                             ARTICLE FOUR COVENANTS

SECTION 4.01.     Payment of Notes  .........................................42
SECTION 4.02.     Maintenance of Office or Agency  ..........................43
SECTION 4.03.     Corporate Existence  ......................................43
SECTION 4.04.     Payment of Taxes and Other Claims..........................43
SECTION 4.05.     Maintenance of Properties and Insurance ...................43
SECTION 4.06.     Compliance Certificate; Notice of Default .................44
SECTION 4.07.     Compliance with Laws ......................................45
SECTION 4.08.     SEC Reports ...............................................45
SECTION 4.09.     Waiver of Stay, Extension or Usury Laws ...................45
SECTION 4.10.     Limitation on Restricted Payments..........................46
SECTION 4.11.     Limitation on Restrictions on Distributions from
                  Restricted Subsidiaries  ..................................47
SECTION 4.12.     Limitation on Affiliate Transactions ......................48
SECTION 4.13.     Limitation on Indebtedness.................................49
SECTION 4.14.     Limitation on the Sale or Issuance of Capital Stock
                  of Restricted Subsidiaries ................................51
SECTION 4.15.     Limitation on Other Senior Subordinated Indebtedness ......51
SECTION 4.16.     Change of Control .........................................51
SECTION 4.17.     Limitation on Sales of Assets and Subsidiary Stock ........53
SECTION 4.18.     Limitation on Indebtedness and Preferred Stock of
                  Restricted Subsidiaries ...................................55
SECTION 4.19.     Limitation on Liens Securing Subordinated Indebtedness.....56
SECTION 4.20.     Future Subsidiary Guarantors  .............................57
SECTION 4.21.     Limitation on Designations of Unrestricted Subsidiaries....57
SECTION 4.22.     Limitation on Lines of Business ...........................58

                       ARTICLE FIVE SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Assets of the Company....59
SECTION 5.02.     Successor Corporation Substituted for the Company .........59
SECTION 5.03.     Merger, Consolidation and Sale of Assets of Any
                  Subsidiary Guarantor  .....................................60
SECTION 5.04.     Successor Corporation Substituted for Subsidiary Guarantor.60

                        ARTICLE SIX DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default .........................................61
SECTION 6.02.     Acceleration  .............................................62
SECTION 6.03.     Other Remedies ............................................63
SECTION 6.04.     Waiver of Past Defaults....................................63
SECTION 6.05.     Control by Majority .......................................63
SECTION 6.06.     Limitation on Suits .......................................64
SECTION 6.07.     Rights of Holders To Receive Payment ......................64
SECTION 6.08.     Collection Suit by Trustee.................................64
SECTION 6.09.     Trustee May File Proofs of Claim ..........................64
SECTION 6.10.     Priorities ................................................65
SECTION 6.11.     Undertaking for Costs .....................................65

                             ARTICLE SEVEN TRUSTEE

SECTION 7.01.     Duties of Trustee .........................................66
SECTION 7.02.     Rights of Trustee .........................................67
SECTION 7.03.     Individual Rights of Trustee  .............................68

                                       ii

SECTION 7.04.     Trustee's Disclaimer ......................................68
SECTION 7.05.     Notice of Default .........................................68
SECTION 7.06.     Reports by Trustee to Holders .............................69
SECTION 7.07.     Compensation and Indemnity.................................69
SECTION 7.08.     Replacement of Trustee    .................................70
SECTION 7.09.     Successor Trustee by Merger, Etc...........................71
SECTION 7.10.     Eligibility; Disqualification .............................71
SECTION 7.11.     Preferential Collection of Claims Against Company..........71

                ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.     Discharge of Liability on Notes; Defeasance ...............72
SECTION 8.02.     Conditions to Defeasance  .................................72
SECTION 8.03.     Application of Trust Money.................................74
SECTION 8.04.     Repayment to Company ......................................74
SECTION 8.05.     Indemnity for Government Obligations ......................74
SECTION 8.06.     Reinstatement  ............................................75

                ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.................................75
SECTION 9.02.     With Consent of Holders   .................................76
SECTION 9.03.     Effect on Senior Indebtedness .............................77
SECTION 9.04.     Compliance with TIA .......................................77
SECTION 9.05.     Revocation and Effect of Consents  ........................77
SECTION 9.06.     Notation on or Exchange of Notes   ........................78
SECTION 9.07.     Trustee To Sign Amendments, Etc ...........................78
SECTION 9.08.     Payment for Consent .......................................78

                           ARTICLE TEN SUBORDINATION

SECTION 10.01.    Notes Subordinated to Senior Indebtedness .................78
SECTION 10.02.    No Payment on Notes in Certain Circumstances...............79
SECTION 10.03.    Payment Over of Proceeds upon Dissolution, Etc.............81
SECTION 10.04.    Payments May Be Paid Prior to Dissolution .................82
SECTION 10.05.    Subrogation ...............................................82
SECTION 10.06.    Obligations of the Company Unconditional ..................83
SECTION 10.07.    Notice to Trustee .........................................83
SECTION 10.08.    Reliance on Judicial Order or Certificate of
                  Liquidating Agent .........................................83
SECTION 10.09.    Trustee's Relation to Senior Indebtedness .................84
SECTION 10.10.    Subordination Rights Not Impaired by Acts or
                  Omissions of the Company or Holders
                  of Senior Indebtedness.....................................84
SECTION 10.11.    Noteholders Authorize Trustee To Effectuate
                  Subordination of Notes ....................................85
SECTION 10.12.    This Article Ten Not To Prevent Events of Default..........85
SECTION 10.13.    Trustee's Compensation Not Prejudiced .....................85
SECTION 10.14.    Acceleration of Payment of Notes ..........................86

                                      iii

                           ARTICLE ELEVEN GUARANTEES

SECTION 11.01.    Unconditional Guarantee ...................................86
SECTION 11.02.    Subordination of Subsidiary Guarantee .....................87
SECTION 11.03.    Severability  .............................................87
SECTION 11.04.    Release of Subsidiary Guarantor from the Subsidiary
                  Guarantee .................................................87
SECTION 11.05.    Limitation on Amount Guaranteed; Contribution by
                  Subsidiary Guarantors......................................87
SECTION 11.06.    Waiver of Subrogation .....................................89
SECTION 11.07.    Execution of Subsidiary Guarantee  ........................89
SECTION 11.08.    Waiver of Stay, Extension or Usury Laws ...................90
SECTION 11.09.    Effectiveness of Subsidiary Guarantee .....................90

             ARTICLE TWELVE SUBORDINATION OF GUARANTEE OBLIGATIONS

SECTION 12.01.    Subsidiary Guarantee Obligations Subordinated to
                  Senior Indebtedness of Subsidiary Guarantors ..............90
SECTION 12.02.    No Payment on Notes in Certain Circumstances...............91
SECTION 12.03.    Payment Over of Proceeds upon Dissolution, Etc.............93
SECTION 12.04.    Payments May Be Paid Prior to Dissolution .................94
SECTION 12.05.    Subrogation   .............................................94
SECTION 12.06.    Obligations of Subsidiary Guarantor Unconditional..........95
SECTION 12.07.    Notice to Trustee .........................................95
SECTION 12.08.    Reliance on Judicial Order or Certificate of
                  Liquidating Agent .........................................96
SECTION 12.09.    Trustee's Relation to Subsidiary Guarantor's
                  Senior Indebtedness   .....................................96
SECTION 12.10.    Subordination Rights Not Impaired by Acts or Omissions
                  of Subsidiary Guarantors or Holders of Subsidiary
                  Guarantors' Senior Indebtedness  ..........................97
SECTION 12.11.    Noteholders Authorize Trustee To Effectuate
                  Subordination of Notes  ...................................97
SECTION 12.12.    This Article Twelve Not To Prevent Events of Default ......98

                         ARTICLE THIRTEEN MISCELLANEOUS

SECTION 13.01.    TIA Controls    ...........................................98
SECTION 13.02.    Notices  ..................................................98
SECTION 13.03.    Communications by Holders with Other Holders ..............99
SECTION 13.04.    Certificate and Opinion as to Conditions Precedent ........99
SECTION 13.05.    Statements Required in Certificate or Opinion.............100
SECTION 13.06.    Rules by Trustee, Paying Agent, Registrar ................100
SECTION 13.07.    Legal Holidays    ........................................100
SECTION 13.08.    Governing Law     ........................................101
SECTION 13.09.    No Adverse Interpretation of Other Agreements ............101
SECTION 13.10.    No Recourse Against Others................................101
SECTION 13.11.    Successors ...............................................101
SECTION 13.12.    Duplicate Originals ......................................101
SECTION 13.13.    Severability  ............................................101

                                       iv

Signatures  ................................................................104

Appendix    ..................................................................I

Exhibit A - Form of Initial Note and Guarantee .............................A-1
Exhibit B - Form of Exchange Note and Private Exchange Note and Guarantee...B-1
Exhibit C - Form of Certificate of Transfer ................................C-1
Exhibit D - Form of Certificate of Exchange ................................D-1
Exhibit E - Form of Certificate of Acquiring of Institutional
            Accredited Investor ............................................E-1



Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      this Indenture.

                                       v

<page>

INDENTURE, dated as of November 25, 2003, among TEREX CORPORATION, a Delaware
corporation (the "Company"), KOEHRING CRANES, INC., a Delaware corporation,
PAYHAULER CORP., an Illinois corporation, PPM CRANES, INC., a Delaware
corporation, TEREX CRANES, INC., a Delaware corporation, TEREX-RO CORPORATION, a
Kansas corporation, TEREX-TELELECT, INC., a Delaware corporation, THE AMERICAN
CRANE CORPORATION, a North Carolina corporation, O&K ORENSTEIN & KOPPEL, INC., a
Delaware corporation, AMIDA INDUSTRIES, INC., a South Carolina corporation,
CEDARAPIDS, INC., an Iowa corporation, STANDARD HAVENS, INC., a Delaware
corporation, STANDARD HAVENS PRODUCTS, INC., a Delaware corporation, BL-PEGSON
(USA), INC., a Connecticut corporation, BENFORD AMERICA, INC., a Delaware
corporation, COLEMAN ENGINEERING, INC., a Tennessee corporation, EARTHKING,
INC., a Delaware corporation, FINLAY HYDRASCREEN USA, INC., a New Jersey
corporation, POWERSCREEN HOLDINGS USA, INC., a Delaware corporation, POWERSCREEN
INTERNATIONAL LLC, a Delaware limited liability company, POWERSCREEN NORTH
AMERICA INC., a Delaware corporation, POWERSCREEN USA, LLC, a Kentucky limited
liability company, ROYER INDUSTRIES, INC., a Pennsylvania corporation, TEREX
BARTELL, INC., a Delaware corporation, TEREX MINING EQUIPMENT, INC., a Delaware
corporation, CMI TEREX CORPORATION, an Oklahoma corporation, CMI DAKOTA COMPANY,
a South Dakota corporation; CMIOIL CORPORATION, an Oklahoma corporation; FUCHS
TEREX, INC., a Delaware corporation; GENIE ACCESS SERVICES, INC., a Washington
corporation; GENIE CHINA, INC., a Washington corporation; GENIE FINANCIAL
SERVICES, INC., a Washington corporation; GENIE HOLDINGS, INC., a Washington
corporation; GENIE INDUSTRIES, INC., a Washington corporation; GENIE
INTERNATIONAL, INC., a Washington corporation; GENIE MANUFACTURING, INC., a
Washington corporation; GFS COMMERCIAL LLC, a Washington limited liability
company; GFS NATIONAL, INC., a Washington corporation; GO CREDIT CORPORATION, a
Washington corporation; LEASE SERVICING & FUNDING CORP., a Washington
corporation; PRODUCT SUPPORT, INC., an Oklahoma corporation; SCHAEFF
INCORPORATED, an Iowa corporation; SPINNAKER INSURANCE COMPANY, a Vermont
corporation; TELELECT SOUTHEAST DISTRIBUTION, INC., a Tennessee corporation;
TEREX ADVANCE MIXER, INC., a Delaware corporation; TEREX FINANCIAL SERVICES,
INC., a Delaware corporation; TEREX UTILITIES, INC., a Delaware corporation;
TEREX UTILITIES SOUTH, INC., a Delaware corporation; and UTILITY EQUIPMENT,
INC., an Oregon corporation (the "Subsidiary Guarantors"), and HSBC BANK USA, a
New York banking corporation, as Trustee (the "Trustee").

     The Company has duly authorized the creation of an issue of $300,000,000
7-3/8% Senior Subordinated Notes due 2014 in the form of Initial Notes (as
defined below) and, if and when issued in connection with a registered exchange
for such Initial Notes, 7-3/8% Senior Subordinated Notes due 2014 in the form of
Exchange Notes (as defined below) and, if and when issued in connection with a
private exchange for such Initial Notes, 7-3/8% Senior Subordinated Private
Exchange Notes due 2014 in the form of Private Exchange Notes (as defined
below), and such Additional Notes (as defined below) that the Company may from
time to time choose to issue pursuant to the Indenture, and, to provide
therefor, the Company and each of the Subsidiary Guarantors has duly authorized
the execution and delivery of this Indenture. The Subsidiary Guarantors have
agreed to guarantee the Notes on a senior subordinated basis.

     Each party hereto agrees as follows for the benefit of each other party and
for the equal and ratable benefit of the Holders of the Notes.

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

     "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries (the "Acquired Person") (i) existing at the time such Person
becomes a Restricted Subsidiary of the Company or at the time it merges or
consolidates with the Company or any of its Restricted Subsidiaries or (ii)
assumed in connection with the acquisition of assets from such Person.

     "Additional Notes" means, subject to the Company's compliance with Section
4.13, any other 7-3/8% Senior Subordinated Notes due 2014 issued from time to
time after November 25, 2003 under the terms of this Indenture (other than
pursuant to Section 2.07, 2.10, 3.06, 4.16, 4.17 or 9.06 of this Indenture or
Section 2.3 of the Appendix and other than Exchange Notes or Private Exchange
Notes issued pursuant to an exchange offer for other Notes outstanding under
this Indenture).

     "Adjusted Maximum Amount" has the meaning provided in Section 11.05.

     "Affiliate" of any specified Person means (i) any other Person which,
directly or indirectly, is in control of, is controlled by or is under common
control with such specified Person or (ii) any other Person who is a director or
officer (A) of such specified Person, (B) of any subsidiary of such specified
Person or (C) any Person described in clause (i) above. For purposes of this
definition, control of a Person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such Person whether by
contract or otherwise and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Agent" means any Registrar, Paying Agent or co-Registrar.

     "Aggregate Payments" has the meaning provided in Section 11.05.

     "Asset Disposition" means any sale, lease, transfer, conveyance or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger or consolidation (each referred to for the purposes of this definition
as a "disposition"), of (i) any shares of Capital Stock of a Restricted
Subsidiary (other than directors' qualifying shares or shares required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary), (ii) all or substantially all the assets of any division or line of
business of the Company or any Restricted Subsidiary or (iii) any other assets
of the Company or any Restricted Subsidiary outside of the ordinary course of
business of the Company or such Restricted Subsidiary (other than, in the case
of (i), (ii) and (iii) above, a disposition by a Restricted Subsidiary to the
Company or by the Company or a Restricted Subsidiary to a Wholly Owned
Subsidiary;

                                       2

provided, however, that each of (a) the consummation of any sale or series of
related sales of assets or properties of the Company and the Restricted
Subsidiaries by the Company and any Restricted Subsidiaries having an aggregate
fair market value of less than $1 million in any fiscal year and (b) the
discounting of accounts receivable or the sale of inventory, in each case in the
ordinary course of business, shall not be deemed an Asset Disposition.

     "Authenticating Agent" has the meaning provided in Section 2.02.

     "Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of numbers of years from the date of determination to the dates
of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

     "Bank Indebtedness" means (i) the Indebtedness outstanding or arising under
the Credit Facility up to a maximum principal amount of $950 million, (ii) all
obligations and other amounts owing to the holders of such Indebtedness or any
agent or representative thereof outstanding or arising under the Credit Facility
(including, but not limited to, interest (including interest accruing on or
after the filing of any petition in bankruptcy, reorganization or similar
proceeding relating to the Company or any Restricted Subsidiary, whether or not
a claim for such interest is allowed in such proceeding), fees, charges,
indemnities, expense reimbursement obligations and other claims under the Credit
Facility), and (iii) all Hedging Obligations arising in connection therewith
with any party to the Credit Facility.

     "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, state or
foreign law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of such Board.

     "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

     "Business Day" means each day which is not a Legal Holiday.

     "Capital Lease Obligations" of a Person means any obligation which is
required to be classified and accounted for as a capital lease on the face of a
balance sheet of such Person prepared in accordance with GAAP; the amount of
such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty.

     "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated), including any Preferred Stock, but excluding
any debt securities convertible into or exchangeable for such equity.

                                       3

     "Cash Equivalents" means (i) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either Standard & Poor's Rating Services or Moody's Investors
Service, Inc.; (iii) commercial paper maturing no more than one year from the
date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from Standard & Poor's Rating Services or at least P-1 from Moody's
Investors Service, Inc.; (iv) certificates of deposit or bankers' acceptances
maturing within one year from the date of acquisition thereof issued by (x) any
bank organized under the laws of the United States of America or any state
thereof or the District of Columbia or (y) a commercial banking institution
organized and located in a country recognized by the United States of America,
in each case having at the date of acquisition thereof combined capital and
surplus of not less than $200 million (or the foreign currency equivalent
thereof); (v) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clause (i) above entered into
with any bank meeting the qualifications specified in clause (iv) above; (vi)
investments in money market funds which invest substantially all their assets in
securities of the types described in clauses (i) through (v) above; and (vii)
other short-term investments utilized by foreign Restricted Subsidiaries in
accordance with normal investment practices for cash management not exceeding
$1.0 million in aggregate principal amount outstanding at any time.

     "Cash Flow" for any period means the Consolidated Net Income for such
period, plus the following (but without duplication) to the extent deducted in
calculating such Consolidated Net Income for such period: (i) income tax
expense, (ii) Consolidated Interest Expense, (iii) depreciation expense and
amortization expense, provided that consolidated depreciation and amortization
expense of a Subsidiary that is not a Wholly Owned Subsidiary shall only be
added to the extent of the equity interest of the Company in such Subsidiary and
(iv) all other non-cash charges (other than any recurring non-cash charges to
the extent such charges represent an accrual of or reserve for cash expenditures
in any future period). Notwithstanding clause (iv) above, there shall be
deducted from Cash Flow in any period any cash expended in such period that
funds a non-recurring, non-cash charge accrued or reserved in a prior period
which was added back to Cash Flow pursuant to clause (iv) in such prior period.

     "Change of Control" means the occurrence of any of the following events:

          (i) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act) is or becomes the beneficial owner (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
     Person shall be deemed to have beneficial ownership of all shares that such
     Person has the right to acquire, whether such right is exercisable
     immediately or only after the passage of time), directly or indirectly, of
     more than 40% of the total voting power of the Voting Stock of the Company,
     whether as a result of issuance of securities of the Company, any merger,
     consolidation, liquidation or dissolution of the Company, any direct or
     indirect transfer of securities or otherwise.

                                       4

          (ii) (A) another corporation merges into the Company or the Company
     consolidates with or merges into any other corporation, or (B) the Company
     conveys, transfers or leases all or substantially all its assets (computed
     on a consolidated basis) to any person or group, in one transaction or a
     series of transactions other than any conveyance, transfer or lease between
     the Company and a Wholly Owned Subsidiary of the Company, in each case in
     one transaction or a series of related transactions with the effect that
     either (x) immediately after such transaction any person or entity or group
     (as so defined) of persons or entities (other than a Permitted Holder)
     shall have become the beneficial owner of securities of the surviving
     corporation of such merger or consolidation representing a majority of the
     combined voting power of the outstanding securities of the surviving
     corporation ordinarily having the right to vote in the election of
     directors or (y) the securities of the Company that are outstanding
     immediately prior to such transaction and which represent 100% of the
     combined voting power of the securities of the Company ordinarily having
     the right to vote in the election of directors are changed into or
     exchanged for cash, securities or property, unless pursuant to such
     transaction such securities are changed into or exchanged for, in addition
     to any other consideration, securities of the surviving corporation that
     represent immediately after such transaction, at least a majority of the
     combined voting power of the securities of the surviving corporation
     ordinarily having the right to vote in the election of directors; or

          (iii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company (together with any new directors whose election by such Board of
     Directors or whose nomination for election by the shareholders of the
     Company was approved by a vote of 60% of the directors of the Company then
     still in office who were either directors at the beginning of such period
     or whose election or nomination for election was previously so approved)
     cease for any reason to constitute a majority of the Board of Directors of
     the Company then in office.

     "Clearstream" means Clearstream societe anonyme, or any successor
securities clearing agent.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral Agent" means Credit Suisse First Boston as collateral agent for
the lenders pursuant to the Amended and Restated Credit Agreement, dated July 3,
2002.

     "Company" means the party named as such in this Indenture until a successor
replaces it pursuant to this Indenture and thereafter means such successor.

     "Consolidated Cash Flow Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Cash Flow for the period of the
most recent four consecutive fiscal quarters for which financial statements are
available to (ii) Consolidated Interest Expense for such four fiscal quarters;
provided, however, that (1) if the Company or any Restricted Subsidiary has
issued any Indebtedness since the beginning of such period that remains
outstanding or if the transaction giving rise to the need to calculate the
Consolidated Cash Flow Coverage Ratio is an issuance of Indebtedness, or both,
Cash Flow and Consolidated

                                       5

Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been issued on
the first day of such period and the discharge of any other Indebtedness repaid,
repurchased, defeased or otherwise discharged with the proceeds of such new
Indebtedness as if such discharge had occurred on the first day of such period,
(2) if since the beginning of such period the Company or any Restricted
Subsidiary shall have made any Asset Disposition, the Cash Flow for such period
shall be reduced by an amount equal to the Cash Flow (if positive) directly
attributable to the assets which are the subject of such Asset Disposition for
such period, or increased by an amount equal to the Cash Flow (if negative),
directly attributable thereto for such period, and Consolidated Interest Expense
for such period shall be reduced by an amount equal to the Consolidated Interest
Expense directly attributable to any Indebtedness of the Company or any
Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with
respect to the Company and its continuing Restricted Subsidiaries in connection
with such Asset Dispositions for such period (or, if the Capital Stock of any
Restricted Subsidiary is sold, the Consolidated Interest Expense for such period
directly attributable to the Indebtedness of such Restricted Subsidiary to the
extent the Company and its continuing Restricted Subsidiaries are no longer
liable for such Indebtedness after such sale), (3) if since the beginning of
such period the Company or any Restricted Subsidiary (by merger or otherwise)
shall have made an Investment in any Restricted Subsidiary (or any Person which
becomes a Restricted Subsidiary) or an acquisition of assets (including Capital
Stock of a Subsidiary), including any acquisition of assets occurring in
connection with a transaction causing a calculation to be made hereunder, Cash
Flow and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto (including the issuance of any Indebtedness) as
if such Investment or acquisition occurred on the first day of such period, and
(4) if since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition or any Investment that would have required an adjustment pursuant to
clause (2) or (3) above if made by the Company or a Restricted Subsidiary during
such period, Cash Flow and Consolidated Interest Expense for such period shall
be calculated after giving pro forma effect thereto as if such Asset Disposition
or Investment occurred on the first day of such period. For purposes of this
definition, whenever pro forma effect is to be given to an acquisition of
assets, the amount of income or earnings relating thereto, and the amount of
Consolidated Interest Expense associated with any Indebtedness issued in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting Officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest of such Indebtedness shall be calculated as if the average
interest rate for the period up to the date of determination had been the
applicable rate for the entire period (taking into account any Interest Rate
Protection Agreement applicable to such Indebtedness if such Interest Rate
Protection Agreement has a remaining term in excess of 12 months). For purposes
of this definition, whenever pro forma effect is to be given to any Indebtedness
Incurred pursuant to a revolving credit facility the amount outstanding under
such Indebtedness shall be equal to the average of the amount outstanding during
the period commencing on the first day of the first of the four most recent
fiscal quarters for which financial statements are available and ending on the
date of determination.

     "Consolidated Interest Expense" means, for any period, the total interest
expense of the Company and its consolidated Restricted Subsidiaries, plus, to
the extent not included in

                                       6

such interest expense but Incurred by the Company or its Restricted
Subsidiaries, (i) interest expense attributable to capital leases, (ii)
amortization of debt discount, (iii) capitalized interest, (iv) original issue
discount and non-cash interest payments or accruals, (v) commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, (vi) net costs under Hedging Obligations (including
amortization of fees), (vii) dividends in respect of all Disqualified Stock held
by Persons other than the Company, a Subsidiary Guarantor or a Wholly Owned
Subsidiary, (viii) interest Incurred in connection with investments in
discontinued operations, (ix) the interest portion of any deferred payment
obligations constituting Indebtedness, and (x) the cash contributions to any
employee stock ownership plan or similar trust to the extent such contributions
are used by such plan or trust to pay interest or fees to any Person (other than
the Company) in connection with Indebtedness Incurred by such plan or trust. For
purposes of this definition, interest expense attributable to any Indebtedness
represented by the guarantee (other than (a) Guarantees permitted by the terms
of clauses (b)(x) and (xi), respectively, of Sections 4.13 and 4.18 and (b)
Guarantees by the Company of Indebtedness of a consolidated Restricted
Subsidiary or by a consolidated Restricted Subsidiary of the Company or another
consolidated Restricted Subsidiary) by such person or a Subsidiary of such
person of an obligation of another person shall be deemed to be the interest
expense attributable to the Indebtedness guaranteed.

     "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; provided, however, that there shall
not be included in such Consolidated Net Income:

          (i) any net income of any Person if such Person is not a Restricted
     Subsidiary, except that (A) the Company's equity in the net income of any
     such Person for such period shall be included in such Consolidated Net
     Income up to the aggregate amount of cash actually distributed by such
     Person during such period to the Company or a Restricted Subsidiary as a
     dividend or other distribution (subject, in the case of a dividend or other
     distribution to a Restricted Subsidiary, to the limitations contained in
     clause (iii) below) and (B) the Company's equity in a net loss of any such
     Person for such period shall be included in determining such Consolidated
     Net Income;

          (ii) any net income of any Person acquired by the Company or a
     Subsidiary in a pooling of interests transaction for any period prior to
     the date of such acquisition;

          (iii) any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Subsidiary,
     directly or indirectly, to the Company, except that (A) the Company's
     equity in the net income of any such Restricted Subsidiary for such period
     shall be included in such Consolidated Net Income up to the aggregate
     amount of cash actually distributed by such Restricted Subsidiary during
     such period to the Company or another Restricted Subsidiary as a dividend
     or other distribution (subject, in the case of a dividend or other
     distribution to another Restricted Subsidiary, to the limitation contained
     in this clause) and (B) the Company's equity in a net loss of any such
     Restricted Subsidiary for such period shall be included in determining such
     Consolidated Net Income;

                                       7

          (iv) any gain or loss realized upon the sale or other disposition of
     any property, plant or equipment of the Company or its consolidated
     subsidiaries (including pursuant to any sale and leaseback arrangement)
     which is not sold or otherwise disposed of in the ordinary course of
     business and any gain or loss realized upon the sale or other disposition
     of any Capital Stock of any Person;

          (v) all extraordinary, unusual or non-recurring gains, and any
     extraordinary or non-recurring loss as recorded on the statement of
     operations in accordance with GAAP;

          (vi) any goodwill impairment charge pursuant to Financial Accounting
     Board Standards No. 142 recorded in the nine months ended September 30,
     2003; and

          (vii) the cumulative effect of a change in accounting principles.

     "covenant defeasance option" has the meaning provided in Section 8.01.

     "Credit Facility" means a collective reference to any term loan and
revolving credit facilities (including, but not limited to, the amended and
restated credit agreement dated July 3, 2002, by and among the Company, certain
of its subsidiaries and certain financial institutions), including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, as such credit facilities and/or related documents may be
further amended, restated, supplemented, renewed, replaced or otherwise modified
from time to time whether or not with the same agent, trustee, representative
lenders or holders, and irrespective of any changes in the terms and conditions
thereof. Without limiting the generality of the foregoing, the term "Credit
Facility" shall include agreements in respect of reimbursement of letters of
credit issued pursuant to the Credit Facility and agreements in respect of
Hedging Obligations with lenders party to the Credit Facility and shall also
include any amendment, amendment and restatement, renewal, extension,
restructuring, supplement or modification to any Credit Facility and all
refunding, refinancings (in whole or in part) and replacements of any Credit
Facility, including any agreement (i) extending the maturity of any Indebtedness
incurred thereunder or contemplated thereby, or (ii) adding or deleting
borrowers or guarantors thereunder, so long as borrowers and issuers include one
or more of the Company and its Restricted Subsidiaries and their respective
successors and assigns.

     "Currency Agreement Obligations" means the obligations of any person under
a foreign exchange contract, currency swap agreement or other similar agreement
or arrangement to protect such person against fluctuations in currency values.

     "Custodian" means any receiver, trustee, assignee, liquidator, sequestrator
or similar official under any Bankruptcy Law.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Depositary" means The Depository Trust Company, its nominees and their
respective successors.

                                       8

     "Designated Senior Indebtedness" means (i) so long as any Bank Indebtedness
is outstanding, such Bank Indebtedness and (ii) provided no Bank Indebtedness is
outstanding (or if Bank Indebtedness is outstanding, to the extent permitted by
the terms of, or the lenders under, such Bank Indebtedness), any other Senior
Indebtedness of the Company permitted to be incurred under the Indenture which,
at the date of determination, has an aggregate principal amount outstanding of,
or under which, at the date of determination, the holders thereof are committed
to lend up to, at least $20 million and is specifically designated by the
Company in the instrument evidencing or governing such Senior Indebtedness as
"Designated Senior Indebtedness" for purposes of the Indenture.

     "Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable) or upon the happening of any event (i) matures
or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
prior to the 91st day after the Stated Maturity of the Notes, (ii) is
convertible or exchangeable for Indebtedness or Disqualified Stock prior to the
91st day after the Stated Maturity of the Notes or (iii) is redeemable at the
option of the holder thereof, in whole or in part on or prior to the 91st day
after the Stated Maturity of the Notes; provided, however, that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the Notes
shall not constitute Disqualified Stock if the "asset sale" or "change of
control" provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the provisions described under Sections
4.17 and 4.16 below.

     "Euroclear" means the Euroclear Clearance System or any successor clearing
agency.

     "Event of Default" has the meaning provided in Section 6.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute or statutes thereto.

     "Exchange Notes" has the meaning provided in the Appendix.

     "Existing Notes" means the Company's $200 million principal amount of
9-1/4% Senior Subordinated Notes due 2011 issued under the indenture dated
December 17, 2001, among the Company, the guarantors named therein and The Bank
of New York, as trustee, as such indenture may be amended or supplemented from
time to time; the Company's $150 million principal amount of 8-7/8% Senior
Subordinated Notes due 2008 issued under the indenture, dated March 31, 1998,
among the Company, the guarantors named therein and The Bank of New York (as
successor to United States Trust Company of New York), as trustee, as such
indenture may be amended or supplemented from time to time, the Company's $100
million principal amount of 8-7/8% Senior Subordinated Notes due 2008 issued
under the indenture, dated March 9, 1999, among the Company, the guarantors
named therein and The Bank of New York (as successor to United States Trust
Company of New York), as trustee, as such indenture may be amended or
supplemented from time to time, and the Company's $300 million principal amount

                                       9

of 10-3/8% Senior Subordinated Notes due 2011 issued under the indenture, dated
March 29, 2001, among the Company, the guarantors named therein and The Bank of
New York (as successor to United States Trust Company of New York), as trustee,
as such indenture may be amended or supplemented from time to time.

     "Existing Notes Indenture" means collectively, the indentures dated March
31, 1998, March 9, 1999, March 29, 2001, and December 17, 2001, among the
Company, the guarantors named therein and The Bank of New York (as successor to
United States Trust Company of New York), as trustee, providing for the issuance
of the Existing Notes, as such may be amended or supplemented from time to time.

     "Fair Share" has the meaning provided in Section 11.05.

     "Fair Share Shortfall" has the meaning provided in Section 11.05.

     "Floor Plan Guarantees" means guarantees (including but not limited to
repurchase or remarketing obligations) by the Company or a Restricted Subsidiary
Incurred in the ordinary course of business consistent with past practice of
Indebtedness Incurred by a franchise dealer, or other purchaser or lessor, for
the purchase of inventory manufactured or sold by the Company or a Restricted
Subsidiary, the proceeds of which Indebtedness is used solely to pay the
purchase price of such inventory to such franchise dealer and any related
reasonable fees and expenses (including financing fees), provided, however, that
(1) to the extent commercially practicable, the Indebtedness so guaranteed is
secured by a perfected first priority Lien on such inventory in favor of the
holder of such Indebtedness and (2) if the Company or such Restricted Subsidiary
is required to make payment with respect to such guarantee, the Company or such
Restricted Subsidiary will have the right to receive either (q) title to such
inventory, (r) a valid assignment of a perfected first priority Lien in such
inventory or (s) the net proceeds of any resale of such inventory.

     "Fraudulent Transfer Laws" has the meaning provided in Section 11.05.

     "Funding Subsidiary Guarantor" has the meaning provided in Section 11.05.

     "GAAP" means generally accepted accounting principles in the United States
of America on November 25, 2003, as defined in Statement on Auditing Standards
No. 69, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board.

     "Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing in any manner any Indebtedness or other
obligation of any Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such Person
(whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however,

                                       10

that the term "Guarantee" shall not include endorsements of negotiable
instruments for collection or deposit in the ordinary course of business. The
term "Guarantee" used as a verb has a corresponding meaning.

     "Hedging Obligations" of any Person means the obligations of such Person
pursuant to any interest rate swap agreement, foreign currency exchange
agreement, interest rate collar agreement, option or futures contract or other
similar agreement or arrangement designed to protect such Person against changes
in interest rates or foreign exchange rates.

     "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Registrar's books.

     "Inactive Subsidiary" means a Subsidiary which at the time of determination
(i) owns assets having a fair market value of less than $50,000, (ii) does not
conduct any business activity and (iii) is not an obligor with respect to any
Indebtedness.

     "Incur" means create, issue, assume, Guarantee, incur or otherwise become
liable for, directly or indirectly, or otherwise become responsible for,
contingently or otherwise, Indebtedness or Disqualified Stock; provided,
however, that any Indebtedness or Disqualified Stock of a Person existing at the
time such Person becomes a subsidiary (whether by merger, consolidation,
acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at
the time it becomes a Subsidiary. The term "Incurrence" when used as a noun
shall have a correlative meaning.

     "Indebtedness" of any Person means, without duplication, and whether or not
contingent,

          (i) the principal of and premium (if any) in respect of (A)
     indebtedness of such Person for money borrowed and (B) indebtedness
     evidenced by notes, debentures, bonds or other similar instruments for the
     payment of which such Person is responsible or liable;

          (ii) all Capital Lease Obligations of such Person;

          (iii) all obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations of such Person
     and all obligations of such Person under any title retention agreement (but
     excluding trade accounts payable arising in the ordinary course of
     business);

          (iv) all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction;

          (v) the amount of all obligations of such Person with respect to the
     redemption, repayment or other repurchase of any Disqualified Stock
     (measured at the greater of its voluntary or involuntary maximum fixed
     repurchase price plus accrued and unpaid dividends);

                                       11

          (vi) to the extent not otherwise included in this definition, all
     Hedging Obligations;

          (vii) all obligations of the type referred to in clauses (i) through
     (v) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee (other than in each case by reason of activities described in the
     proviso to the definition of "Guarantee"); and

          (viii) all obligations of the type referred to in clauses (i) through
     (vii) of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser of the value of
     such property or assets or the amount of the obligation so secured.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Stock as if such
Disqualified Stock were purchased on any date on which Indebtedness shall be
required to be determined pursuant to this Indenture, and if such price is based
upon, or measured by, the fair market value of such Disqualified Stock, such
fair market value to be determined in good faith by the Board of Directors. For
purposes hereof, the amount of any Indebtedness issued with original issue
discount shall be the original purchase price plus accrued interest, provided,
however, that such accretion shall not be deemed an incurrence of Indebtedness.

     "Indenture" means this instrument as originally executed, as it may be
amended or supplemented from time to time in accordance with the terms hereof.

     "Initial Notes" has the meaning provided in the Appendix.

     "Initial Purchasers" has the meaning provided in the Appendix.

     "Interest Payment Date" means the stated maturity of an installment of
interest on the Notes.

     "Interest Rate Protection Agreement" means any interest rate swap
agreement, interest rate cap agreement or other financial agreement or
arrangement designed to protect the Company or any Restricted Subsidiary against
fluctuations in interest rates.

     "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable or deposits on the balance sheet of the Person
making the advance or loan, in each case in accordance with GAAP) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person and shall include the designation of a
Restricted Subsidiary as an Unrestricted Subsidiary. For purposes of the
definition of "Unrestricted Subsidiary," the definition of "Restricted Payment"

                                       12

and the covenant described under Section 4.10, (i) "Investment" shall include
the portion (proportionate to the Company's equity interest in such Subsidiary)
of the fair market value of the net assets of any Subsidiary of the Company at
the time that such Subsidiary is designated an Unrestricted Subsidiary;
provided, however, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Company shall be deemed to continue to have a permanent
investment in an Unrestricted Subsidiary in an amount (if positive) equal to (x)
the Company's "Investment" in such Subsidiary at the time of such redesignation
less (y) the portion (proportionate to the Company's equity interest in such
Subsidiary) of the fair market value of the net assets of such Subsidiary at the
time of such redesignation, and (ii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer, in each case as determined in good faith by the Board of
Directors. Notwithstanding the foregoing, in no event shall any issuance of
Capital Stock (other than Preferred Stock or Disqualified Stock, or Capital
Stock exchangeable, exercisable or convertible for any of the foregoing) of the
Company in exchange for Capital Stock, property or assets of another Person
constitute an Investment by the Company in such Person.

     "issue" means issue, assume, Guarantee, Incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be issued by such
Subsidiary at the time it becomes a Subsidiary; and the term "issuance" has a
corresponding meaning.

     "Issue Date" means the date of original issuance of the Notes.

     "legal defeasance option" has the meaning provided in Section 8.01.

     "Legal Holiday" has the meaning provided in Section 13.07.

     "Lien" means any mortgage, pledge, security interest, privilege,
conditional sale or other title retention agreement or other similar lien
(statutory or otherwise), or encumbrance upon or with respect to any property of
any kind, real or personal, moveable or immovable, now owned or hereafter
acquired.

     "Maturity Date" means January 15, 2014.

     "Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other non-cash form) therefrom,
in each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses Incurred, and all Federal, state, provincial,
foreign and local taxes required to be paid or accrued as a liability under
GAAP, as a consequence of such Asset Disposition, (ii) all payments made on any
Indebtedness which (A) is secured by any assets subject to such Asset
Disposition, in accordance with the terms of any lien upon or other security
agreement of any kind with respect to such assets, or (B) which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be repaid out of the

                                       13

proceeds from such Asset Disposition, (iii) all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Disposition and (iv) reasonable amounts
provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the property or other assets disposed of in such
Asset Disposition and retained by the Company or any Restricted Subsidiary after
such Asset Disposition, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Disposition. Further, with respect to an Asset Disposition by a
Subsidiary which is not a Wholly Owned Subsidiary, Net Available Cash shall be
reduced pro rata for the portion of the equity of such Subsidiary which is not
owned by the Company.

     "Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale plus, in the case of an
issuance of Capital Stock upon any exercise, exchange or conversion of
securities (including options, warrants, rights and convertible exchangeable
debt), of the Company that were issued for cash on or after November 25, 2003,
the amount of cash originally received by the Company upon the issuance of such
securities (including options, warrants, rights and convertible or exchangeable
debt), net of attorneys' fees, accountants' fees, underwriters' or placement
agents' fees, discounts or commissions and brokerage, consultant and other fees
and expenses actually Incurred or required to be Incurred in connection with
such issuance or sale and also net of taxes paid or payable as a result thereof.

     "Notes" means the Initial Notes, the Exchange Notes and the Private
Exchange Notes treated as a single class of securities, as amended or
supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

     "Obligations" means with respect to any Indebtedness all obligations for
principal, premium, interest (including, without limitation, interest after the
commencement of any bankruptcy, reorganization, insolvency or similar proceeding
against the Company or any of its Subsidiaries, whether or not allowed in any
such proceeding), penalties, fees, indemnifications, reimbursements, and other
amounts payable pursuant to the documentation governing such Indebtedness.

     "Offer" has the meaning provided in Section 4.17.

     "Offer Amount" has the meaning provided in Section 4.17.

     "Offer Period" has the meaning provided in Section 4.17.

     "Offering Memorandum" means (i) with respect to the Initial Notes issued on
November 25, 2003, the Offering Circular dated November 10, 2003, pursuant to
which the $300 million of 7-3/8% Senior Subordinated Notes due 2014 in the form
of Initial Notes were offered, and any supplement thereto and (ii) with respect
to each issuance of Additional Notes, the offering circular, prospectus or other
similar offering document pursuant to which such Additional Notes were offered,
and any supplement thereto.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Chief Financial
Officer, the Controller,

                                       14

the Treasurer, or the Secretary of such Person, or any other officer designated
by the Board of Directors serving in a similar capacity.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of such Person and otherwise complying with the requirements
of Sections 13.04 and 13.05, to the extent they relate to the making of an
Officers' Certificate. Officers' Certificate pursuant to Section 4.06 shall have
the principal executive, financial or accounting officer as one of the
signatories.

     "Opinion of Counsel" means a written opinion from legal counsel, who may be
counsel for the Company, and who is reasonably acceptable to the Trustee
complying with the requirements of Sections 13.04 and 13.05, to the extent they
relate to the giving of an Opinion of Counsel.

     "Paying Agent" has the meaning provided in Section 2.03.

     "Payment Blockage Period" has the meanings provided in Sections 10.02 and
12.02.

     "Permitted Investment" means an Investment by the Company or any Restricted
Subsidiary in (i) the Company, a Restricted Subsidiary or a Person that will,
upon the making of such Investment, become a Restricted Subsidiary; provided,
however, that the primary business of such Restricted Subsidiary is a Related
Business; (ii) another Person if as a result of such Investment such other
Person is merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, the Company or a Restricted Subsidiary;
provided, however, that such Person's primary business is a Related Business;
(iii) Investments in Cash Equivalents; (iv) receivables owing to the Company or
any Restricted Subsidiary if created or acquired in the ordinary course of
business; (v) loans or advances to employees made in the ordinary course of
business consistent with past practices of the Company or such Restricted
Subsidiary; (vi) stock, obligations or securities received in settlement of
debts created in the ordinary course of business and owing to the Company or any
Restricted Subsidiary or in satisfaction of judgments; (vii) any Person to the
extent such Investment represents the non-cash portion of the consideration
received for an Asset Disposition as permitted pursuant to the covenant
described under Section 4.17; (viii) so long as no Default has occurred and is
continuing (or would result therefrom), any Investment made by the issuance of,
or with the proceeds of a substantially concurrent sale of, Capital Stock (other
than Disqualified Stock) of the Company; provided, however, that the Net Cash
Proceeds from such sale shall be excluded from clause 3(B) of paragraph (a) of
the covenant described under Section 4.10; (ix) Investments by the Company or
any Restricted Subsidiary, in an aggregate amount not to exceed $3 million, in
an Unrestricted Subsidiary formed primarily for the purposes of financing
purchases and leases of inventory manufactured by the Company or any Restricted
Subsidiary; (x) Floor Plan Guarantees permitted by the terms of clauses (b)(x)
and (xi), respectively, of the covenants described under Section 4.13 and
Section 4.18; (xi) Investments in joint ventures in Related Businesses not to
exceed $75 million at any time outstanding; and (xii) other Investments that do
not exceed in the aggregate $50 million at any one time outstanding.

                                       15

     "Permitted Liens" means, with respect to any Person, (a) pledges or
deposits by such Person under workmen's compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits or cash or United States government bonds
to secure surety or appeal bonds to which such Person is a party, or deposits as
security for contested taxes or import duties or for the payment of rent, in
each case Incurred in the ordinary course of business; (b) Liens imposed by law,
including carriers', warehousemen's and mechanics' Liens, in each case for sums
not yet due or being contested in good faith by appropriate proceedings; or
other Liens arising out of judgments or awards against such Person with respect
to which such Person shall then be proceeding with an appeal or other
proceedings for review; (c) Liens for taxes, assessments or other governmental
charges not yet subject to penalties for non-payment or which are being
contested in good faith by appropriate proceedings provided appropriate reserves
have been taken on the books of the Company; (d) Liens to secure the performance
of statutory obligations or in favor of issuers of surety bonds, performance
bonds, appeal bonds or letters of credit or other obligations of a like nature
issued pursuant to the request of and for the account of such Person, in each
case in the ordinary course of its business; provided, however, that such
letters of credit do not constitute Indebtedness; (e) Liens securing a Hedging
Obligation so long as the related Indebtedness is, and is permitted to be under
the Indenture, secured by a Lien on the same property securing the Hedging
Obligation; (f) Liens for the purpose of securing the payment (or the
refinancing of the payment) of all or a part of any Purchase Money Indebtedness
or Capital Lease Obligations relating to assets or property acquired,
constructed or leased in the ordinary course of business provided that (x) the
aggregate principal amount of Indebtedness secured by such Liens shall not
exceed the cost of the assets or property so acquired or constructed and (y)
such Liens shall not encumber any other assets or property of the Company or any
Restricted Subsidiary other than such Assets or property and assets affixed or
appurtenant thereto; (g) Liens arising from precautionary Uniform Commercial
Code financing statement filings regarding operating leases entered into by the
Company and its Subsidiaries in the ordinary course of business; (h) Liens in
favor of the Company and/or any of its Restricted Subsidiaries, other than such
a Lien with respect to intercompany indebtedness if the Company or a Subsidiary
Guarantor is not the beneficiary of such a Lien; (i) Liens securing Indebtedness
of a Person existing at the time that such Person is acquired by, merged into or
consolidated with the Company or any Restricted Subsidiary; provided, however,
that such Liens were not incurred in connection with, or in contemplation of,
such acquisition, merger or consolidation, and do not extend to any property or
assets other than those of such Person; (j) Liens on property or assets existing
at the time of acquisition thereof by the Company or any Restricted Subsidiary;
provided, however, that such Liens were not incurred in connection with, or in
contemplation of, such acquisition, and do not extend to any other property or
assets; (k) Liens existing on November 25, 2003; (l) Liens arising from the
rendering of a final judgment or order against the Company or any Restricted
Subsidiary that does not give rise to an Event of Default; (m) encumbrances
consisting of zoning restrictions, surety exceptions, utility easements,
licenses, rights of way, easements of ingress or egress over property of the
Company or any Restricted Subsidiary, rights or restrictions of record on the
use of real property, minor defects in title, landlords' and lessors' liens
under leases on property located on the rented premises, in each case not
interfering in any material respect with the ordinary conduct of the business of
the Company and the Restricted Subsidiaries; (n) Liens securing Senior
Indebtedness; (o) Liens with

                                       16

respect to Floor Plan Guarantees permitted by the terms of clauses (b)(x) and
(xi), respectively, of the covenants described under Section 4.13 and Section
4.18; and (p) any extension, renewal, refinancing, refunding or replacement of
any Permitted Lien, provided that such new Lien is limited to the property or
assets that secured (or under the arrangement under which the original Permitted
Lien, could secure) the obligations to which such Liens relate.

     "Person" means any individual, corporation, limited liability company,
limited or general partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any agency or political
subdivision thereof or any other entity.

     "Preferred Stock", as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.

     "principal" of any Indebtedness (including the Notes) means the principal
amount of such Indebtedness plus the premium, if any, on such Indebtedness.

     "Private Exchange Notes" has the meaning provided in the Appendix.

     "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms of this Indenture, a calculation in accordance with
Article 11 of Regulation S-X under the Securities Act, as determined by the
Board of Directors of the Company.

     "Public Equity Offering" means an underwritten primary or combined primary
and secondary public offering of common stock (other than Disqualified Stock) of
the Company pursuant to an effective registration statement under the Securities
Act which public equity offering results in gross proceeds to the Company of not
less than $50 million.

     "Purchase Date" has the meaning provided in Section 4.17.

     "Purchase Money Indebtedness" means any Indebtedness of a Person to any
seller or other Person incurred to finance the acquisition (including in the
case of a Capital Lease Obligation, the lease) of any after acquired real or
personal tangible property or assets related to the Business of the Company or
the Restricted Subsidiaries and which is incurred substantially concurrently
with such acquisition and is secured only by the assets so financed.

     "Record Date" means each Record Date specified in the Notes, whether or not
a Legal Holiday.

     "Redemption Date," when used with respect to any Note to be redeemed, means
the date fixed for such redemption pursuant to this Indenture and the Notes.

     "Redemption Price," when used with respect to any Note to be redeemed,
means the price fixed for such redemption pursuant to this Indenture and the
Notes.

     "Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or

                                       17

replacement for, such indebtedness. "Refinanced" and "Refinancing" shall have
correlative meanings.

     "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on November
25, 2003 or Incurred in compliance with the Indenture, including Indebtedness
that Refinances Refinancing Indebtedness; provided, however, that (i) such
Refinancing Indebtedness has a Stated Maturity no earlier than the earlier of
(x) the Stated Maturity of the Indebtedness being Refinanced and (y) the Stated
Maturity of the Notes, (ii) such Refinancing Indebtedness has an Average Life at
the time such Refinancing Indebtedness is Incurred that is equal to or greater
than the Average Life of the Indebtedness being Refinanced and (iii) such
Refinancing Indebtedness has an aggregate principal amount (or if Incurred with
original issue discount, an aggregate issue price) that is equal to or less than
the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding or committed (plus unpaid accrued
interest) under the Indebtedness being Refinanced, plus actual fees and expenses
Incurred in connection with the Refinancing; provided, further, however, that
(x) Refinancing Indebtedness shall not include (1) Indebtedness of a Subsidiary
that is not a Wholly Owned Subsidiary or a Subsidiary Guarantor that Refinances
Indebtedness of the Company or (2) Indebtedness of the Company or a Restricted
Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary, (y) if
the Indebtedness being Refinanced is not Senior Indebtedness, then such
Refinancing Indebtedness shall rank no more senior than, and shall be at least
as subordinated in right of payment, to the Notes as the Indebtedness being
Refinanced and (z) Refinancing Indebtedness shall be secured only by assets of a
similar type and in a similar amount to those that secured the Indebtedness so
refinanced.

     "Registrar" has the meaning provided in Section 2.03.

     "Registration Rights Agreement" has the meaning set forth in the Appendix.

     "Regulation S" means Regulation S under the Securities Act.

     "Related Business" means any business which is the same, similar, or
otherwise reasonably related, ancillary or complementary to the businesses in
which the Company and the Restricted Subsidiaries are engaged on November 25,
2003 (it being understood that the Company and its Restricted Subsidiaries are
currently engaged in the business of manufacturing, renting, assembling, selling
and distributing industrial and commercial equipment).

     "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Indebtedness; provided that
if, and for so long as, any Designated Senior Indebtedness lacks such a
representative, then the Representative for such Designated Senior Indebtedness
shall at all times be the holders of a majority in outstanding principal amount
of such Designated Senior Indebtedness in respect of any Designated Senior
Indebtedness.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Payment" has the meaning provided in Section 4.10.

                                       18

     "Restricted Subsidiary" means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.

     "Rule 144A" means Rule 144A under the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Secured Indebtedness" means any Indebtedness of a Person secured by a
Lien.

     "Securities Act" means, the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

     "Senior Credit Facility Representative" means, at any time, the then-acting
administrative agent or agents under the Credit Facility, which shall initially
be Credit Suisse First Boston.

     "Senior Indebtedness" means with respect to the Company or any Subsidiary
Guarantor (x) Bank Indebtedness and (y) any other Indebtedness that, by the
terms of the instrument creating or evidencing such Indebtedness, is expressly
made senior in right of payment to the Notes or the applicable Guarantee, other
than (1) any obligation of such Person to any subsidiary of such Person or to
any officer, director or employee of such Person or any such subsidiary, (2) any
liability of such Person for federal, state, local or other taxes owed or owing
by such Person, (3) any accounts payable or other liability of such Person to
trade creditors arising in the ordinary course of business (including Guarantees
thereof or instruments evidencing such liabilities), (4) any Indebtedness,
Guarantee or obligation of such Person which is, expressly by its terms,
subordinate or junior in any respect to any other Indebtedness, Guarantee or
obligation of such Person, (5) that portion of any Indebtedness of such Person
which at the time of issuance is issued in violation of the Indenture, (6)
Indebtedness of such Person represented by Disqualified Stock or (7) Capital
Lease Obligations.

     "Senior Subordinated Indebtedness" means the Notes and any other
Indebtedness of the Company that specifically provides that such Indebtedness is
to rank pari passu with the Notes in right of payment and is not subordinated by
its terms in right of payment to any Indebtedness or other obligation of the
Company which is not Senior Indebtedness.

     "Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

     "Stated Maturity" means, with respect to any security, the final date
specified in such security as the fixed date on which all outstanding principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency unless such contingency has occurred).

     "Subordinated Obligation" means any Indebtedness of the Company or any
Subsidiary Guarantor (whether outstanding on November 25, 2003 or thereafter
Incurred) which

                                       19

is subordinate or junior in right of payment to the Notes or the relevant
Subsidiary Guarantee, as applicable, pursuant to a written agreement to that
effect.

     "Subsidiary" means (a) any corporation, association, partnership, limited
liability company or other business entity of which more than 50% of the total
voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) the Company,
(ii) the Company and one or more Subsidiaries or (iii) one or more Subsidiaries
or (b) any limited partnership of which the Company or any Subsidiary is a
general partner, or (c) any other Person (other than a corporation or limited
partnership) in which the Company, or one or more other Subsidiaries or the
Company and one or more other Subsidiaries, directly or indirectly, has more
than 50% of the outstanding partnership or similar interests or has the power,
by contract or otherwise, to direct or cause the direction of the policies,
management and affairs thereof. Unless the context other wise requires,
Subsidiary means each direct and indirect Subsidiary of the Company.

     "Subsidiary Guarantee" means a Guarantee by a Subsidiary Guarantor of the
Company's Obligations with respect to the Notes.

     "Subsidiary Guarantee Obligations" has the meaning provided in Section
12.01.

     "Subsidiary Guarantor" means any Subsidiary that Guarantees the Company's
Obligations with respect to the Notes.

     "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections
77aaa-77bbbb), as in effect on the date of this Indenture; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.

     "Trust Officer" means any authorized officer of the Trustee assigned by the
Trustee to administer this Indenture, or in the case of a successor trustee, an
authorized officer assigned to the department, division or group performing the
corporation trust work of such successor and assigned to administer this
Indenture.

     "Trustee" means the party named as such in this Indenture until a successor
replaces it in accordance with the provisions of this Indenture and thereafter
means such successor.

     "Unrestricted Subsidiary" means any Subsidiary of the Company (other than a
Subsidiary Guarantor) designated as such pursuant to and in compliance with
Section 4.21." Any such designation may be revoked by a resolution of the Board
of Directors of the Company delivered to the Trustee, subject to the provisions
of such covenant.

     "U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the issuer's option.

                                       20

     "U.S. Legal Tender" means such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts.

     "Voting Stock" of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     "Wholly Owned Subsidiary" means (i) a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares and shares held by other
Persons to the extent such Shares are required by applicable law to be held by a
Person other than the Company or a Restricted Subsidiary) is owned by the
Company or one or more Wholly Owned Subsidiaries and (ii) P.P.M. S.A.S., and any
future wholly owned subsidiaries of P.P.M. S.A.S. so long as the Company or one
or more Wholly Owned Subsidiaries maintains a percentage ownership interest in
such entity equal to or greater than such ownership interest (on a fully diluted
basis) on the later of (a) November 25, 2003 or (b) the date such entity is
incorporated or acquired by the Company or one or more Wholly Owned
Subsidiaries.

     SECTION 1.02. Incorporation by Reference of TIA.

     Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in, and made a part of, this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes.

     "indenture security holder" means a Holder or a Noteholder.

     "indenture to be qualified" means this Indenture. "indenture trustee" or
"institutional trustee" means the Trustee.

     "obligor" on the indenture securities means the Company or any other
obligor on the Notes.

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule and not
otherwise defined herein have the meanings assigned to them therein.

     SECTION 1.03. Rules of Construction.

     Unless the context otherwise requires:

     (1) a term has the meaning assigned to it;

     (2) an accounting term not otherwise defined has the meaning assigned to it
in accordance with GAAP as in effect on November 25, 2003;

                                       21

     (3) "or" is not exclusive;

     (4) words in the singular include the plural, and words in the plural
include the singular;

     (5) "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision; and

     (6) reference to Sections or Articles means reference to such Section or
Article in this Indenture, unless stated otherwise.

     SECTION 1.04. One Class of Securities.

     The Initial Notes, the Private Exchange Notes and the Exchange Notes shall
vote and consent together on all matters as one class and none of the Initial
Notes, the Private Exchange Notes or the Exchange Notes shall have the right to
vote or consent as a separate class on any matter.

                                  ARTICLE TWO

                                   THE NOTES

     SECTION 2.01. Form and Dating.

     (a) Provisions relating to the Initial Notes, the Private Exchange Notes
and the Exchange Notes are set forth in the Rule 144A/Regulation S Appendix
attached hereto (the "Appendix"), which is hereby incorporated in and expressly
made a part of this Indenture. The Initial Notes and the Trustee's certificate
of authentication shall be substantially in the form of Exhibit A hereto. The
Exchange Notes, the Private Exchange Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit B hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange
rule, agreements to which the Company is subject, if any, or depositary rule or
usage. The Company shall approve the forms of the Notes and any notation, legend
or endorsement on them. Each Note shall be dated the date of its issuance and
shall show the date of its authentication.

     (b) The terms and provisions contained in the Appendix and in the forms of
the Notes, annexed hereto as Exhibits A and B, shall constitute, and are hereby
expressly made, a part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

     (c) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes that are held by participants
through Euroclear or Clearstream.

                                       22

     SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

     One Officer shall sign the Notes for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Note was an Officer at the time of
such execution but no longer holds that office or position at the time the
Trustee authenticates the Note, the Note shall nevertheless be valid.

     On November 25, 2003, the Trustee shall authenticate and deliver $300.0
million of 7-3/8% Senior Subordinated Notes due 2014 in the form of Initial
Notes in accordance with a written order of the Company in the form of an
Officers' Certificate. In addition, the Trustee shall authenticate Exchange
Notes and Private Exchange Notes, as applicable, for original issue in the
aggregate principal amount not to exceed $300.0 million, in each case upon a
written order of the Company in the form of an Officers' Certificate, provided
that such Exchange Notes and Private Exchange Notes shall be issuable only upon
the valid surrender for cancellation of such Initial Notes of a like aggregate
principal amount. Further, at any time and from time to time thereafter, the
Trustee shall authenticate and deliver Notes for original issue in an aggregate
principal amount specified, in each case in a written order of the Company in
the form of an Officers' Certificate. Such order shall specify the amount of the
Notes to be authenticated and the date on which the original issue of Notes is
to be authenticated and, in the case of an issuance of Additional Notes pursuant
to Section 2.15 after November 25, 2003, shall certify that such issuance will
not be prohibited by Section 4.13.

     A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

     At the expense of the Company, the Trustee may appoint an authenticating
agent (the "Authenticating Agent") reasonably acceptable to the Company to
authenticate Notes. Unless otherwise provided in the appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such Authenticating Agent. An Authenticating Agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

     The Notes shall be issuable in fully registered form only, without coupons,
in denominations of $1,000 and any integral multiple thereof.

     SECTION 2.03. Registrar and Paying Agent.

     The Company shall maintain or designate an office or agency (which shall be
located in the Borough of Manhattan in the City of New York, State of New York
and which may be the office of the Trustee) where (a) Notes may be presented or
surrendered for registration of transfer or for exchange ("Registrar"), (b)
Notes may be presented or surrendered for payment ("Paying Agent") and (c)
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Registrar shall keep a register of the Notes and of
their registration of transfer and exchange. The Company may have one or more
co-

                                       23

Registrars and one or more additional paying agents. The term "Paying Agent"
includes any additional Paying Agent. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar, except that for purposes of Articles Three and
Eight and Sections 4.16 and 4.17, neither the Company nor any of its
Subsidiaries or Affiliates shall act as Paying Agent. The Company may change any
Paying Agent or Registrar without notice to any Holder.

     The Company shall enter into an appropriate agency agreement with any Agent
not a party to this Indenture, which agreement shall incorporate the provisions
of the TIA and implement the provisions of this Indenture that relate to such
Agent. The Company shall notify the Trustee of the name and address of any such
Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to
give the foregoing notice, the Trustee shall act as such.

     The Company initially appoints the Trustee as Registrar, Paying Agent and
agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed. The
Paying Agent or Registrar may resign upon 30 days notice to the Company.

     SECTION 2.04. Paying Agent To Hold Assets in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal of, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the
Company and the Paying Agent shall notify the Trustee of any Default by the
Company (or any other obligor on the Notes) in making any such payment. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may, and
upon direction of a majority of the Holders shall, at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon distribution to the Trustee of all
assets that shall have been delivered by the Company or any other obligor on the
Notes to the Paying Agent, the Paying Agent shall have no further liability for
such assets.

     SECTION 2.05. Noteholder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders, and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record Date and at such other times as the
Trustee may request in writing a list as of such date and in such form as the
Trustee may reasonably require of the names and addresses of the Holders, which
list may be conclusively relied upon by the Trustee and the Company shall
otherwise comply with TIA Section 312(a).

     SECTION 2.06. Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary

                                       24

or any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes shall be exchanged by the Company for a note in
definitive fully registered form, without interest coupons ("Certificated
Notes") if (i) the Company delivers to the Trustee notice from the Depositary
that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Certificated Notes and delivers a written notice to such effect to
the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Certificated Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Global Note other than as
provided in this Section 2.06(a), although beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b), (c) or (d)
hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the requirements of the Depositary for such transaction
("Applicable Procedures"). Beneficial interests in the Restricted Global Notes
shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Global Note may not be made to a
     U.S. Person or for the account or benefit of a U.S. Person (other than the
     Initial Purchasers). Beneficial interests in any Exchange Note may be
     transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Exchange Note. No written orders or instructions
     shall be required to be delivered to the Registrar to effect the transfers
     described in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either: (A) (1) a
     written order from a participant or an indirect participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the participant
     account to be credited with such increase or (B) (1) a written order from a

                                       25

     participant or an indirect participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Certificated Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Certificated Note shall be registered to effect the
     transfer or exchange referred to in (B)(1) above. Upon consummation of an
     Exchange Offer by the Company in accordance with Section 2.06(f) hereof,
     the requirements of this Section 2.06(b)(ii) shall be deemed to have been
     satisfied upon receipt by the Registrar of the instructions contained in
     the Letter of Transmittal delivered by the Holder of such beneficial
     interests in the Restricted Global Notes. Upon satisfaction of all of the
     requirements for transfer or exchange of beneficial interests in Global
     Notes contained in this Indenture and the Notes or otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

               (A) if the transferee shall take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit C hereto, including the
          certifications in item (1) thereof; and

               (B) if the transferee shall take delivery in the form of a
          beneficial interest in the Regulation S Global Note, then the
          transferor must deliver a certificate in the form of Exhibit C hereto,
          including the certifications in item (2) thereof; and

               (C) if the transferee shall take delivery in the form of a
          beneficial interest in the IAI Global Note, then the transferor must
          deliver a certificate in the form of Exhibit C hereto, including the
          certifications in item (3) thereof.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in the Global Exchange Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in a Global Exchange Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in a Global Exchange Note if the exchange or transfer
     complies with the requirements of Section 2.06(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

                                       26

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Participating Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in a Global Exchange Note, a
               certificate from such holder in the form of Exhibit D hereto,
               including the certifications in item (1)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in a Global Exchange Note, a certificate
               from such holder in the form of Exhibit D hereto, including the
               certifications in item (4) thereof;

                    and, in each such case set forth in this subparagraph (D),
                    if the Registrar or the Company so requests or if the
                    Applicable Procedures so require, an Opinion of Counsel in
                    form reasonably acceptable to the Registrar or the Company,
                    if applicable to the effect that such exchange or transfer
                    is in compliance with the Securities Act and that the
                    restrictions on transfer contained herein and in the Private
                    Placement Legend are no longer required in order to maintain
                    compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when a Global Exchange Note has not yet been issued, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Global Exchange Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.

     Beneficial interests in a Global Exchange Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Certificated Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
     Certificated Notes. Restricted Global Notes and beneficial interests
     therein shall be exchangeable for Certificated Notes if (i) the Depositary
     (x) notifies the Company that it is unwilling or unable to continue as
     depositary for the Restricted Global Notes and the Company thereupon fails
     to appoint a successor depositary or (y) has ceased to be a clearing agency
     registered under the Exchange Act and the Company fails to appoint a
     successor, (ii) the Company, at its option, notifies the Trustee in writing
     that it elects to cause the issuance

                                       27

     of the Certificated Notes or (iii) there shall have occurred and be
     continuing a Default with respect to the Notes. In all cases, Certificated
     Notes delivered in exchange for any Restricted Global Note or beneficial
     interests therein shall be registered in the names, and issued in any
     approved denominations, requested by or on behalf of the Depositary (in
     accordance with the Applicable Procedures).

          In such event, the Trustee shall cause the Restricted Global Notes to
     be cancelled accordingly pursuant to Section 2.11 hereof, and the Company
     shall execute and upon receipt of an Authentication Order the Trustee shall
     authenticate and deliver to the Person designated in the instructions a
     Certificated Note in the appropriate principal amount. Any Certificated
     Note issued in exchange for a beneficial interest in a Restricted Global
     Note pursuant to this Section 2.06(c) shall be registered in such name or
     names and in such authorized denomination or denominations as the holder of
     such beneficial interest shall instruct the Registrar through instructions
     from the Depositary and the participant or indirect participant. The
     Trustee shall deliver such Certificated Notes to the Persons in whose names
     such Notes are so registered. Any Certificated Note issued in exchange for
     a beneficial interest in a Restricted Global Note pursuant to this Section
     2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
     all restrictions on transfer contained therein.

          (ii) Beneficial Interests in Restricted Global Notes to Certificated
     Exchange Notes. A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Certificated Exchange
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of a Certificated Exchange Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the Letter of Transmittal that it is not (1) a broker-dealer, (2) a
          Person participating in the distribution of the Exchange Notes or (3)
          a Person who is an affiliate (as defined in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Certificated Note that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit D hereto, including the certifications in item (1)(b)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery

                                       28

               thereof in the form of a Certificated Note that does not bear the
               Private Placement Legend, a certificate from such holder in the
               form of Exhibit C hereto, including the certifications in item
               (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar or the Company so requests or if the Applicable
               Procedures so require, an Opinion of Counsel in form reasonably
               acceptable to the Registrar or the Company, if applicable to the
               effect that such exchange or transfer is in compliance with the
               Securities Act and that the restrictions on transfer contained
               herein and in the Private Placement Legend are no longer required
               in order to maintain compliance with the Securities Act.

          (iii) Beneficial Interests in Global Exchange Notes to Certificated
     Exchange Notes. Global Exchange Notes and beneficial interests therein
     shall be exchangeable for Certificated Exchange Notes if (i) the Depositary
     (x) notifies the Company that it is unwilling or unable to continue as
     depositary for the Global Exchange Notes and the Company thereupon fails to
     appoint a successor depositary or (y) has ceased to be a clearing agency
     registered under the Exchange Act and the Company fails to appoint a
     successor, (ii) the Company, at its option, notifies the Trustee in writing
     that it elects to cause the issuance of the Certificated Exchange Notes or
     (iii) there shall have occurred and be continuing a Default with respect to
     the Notes. In all cases, Certificated Exchange Notes delivered in exchange
     for any Global Exchange Note or beneficial interests therein shall be
     registered in the names, and issued in any approved denominations,
     requested by or on behalf of the depositary (in accordance with the
     Applicable Procedures). In such event, the Trustee shall cause the Global
     Exchange Notes to be canceled accordingly pursuant to Section 2.11 hereof,
     and the Company shall execute and the Trustee shall authenticate and
     deliver to the Person designated in the instructions a Certificated
     Exchange Note in the appropriate principal amount. Any Certificated
     Exchange Note issued in exchange for a beneficial interest pursuant to this
     Section 2.06(c)(iii) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Registrar through instructions from the
     Depositary and the participant or indirect participant. The Trustee shall
     deliver such Certificated Exchange Notes to the Persons in whose names such
     Notes are so registered. Any Certificated Exchange Note issued in exchange
     for a beneficial interest pursuant to this Section 2.06(c)(iii) shall not
     bear the Private Placement Legend.

     (d) Transfer and Exchange of Certificated Notes for Beneficial Interests.

          (i) Restricted Certificated Notes to Beneficial Interests in
     Restricted Global Notes. If any Holder of a Restricted Certificated Note
     proposes to exchange such Note for a beneficial interest in a Restricted
     Global Note or to transfer such Restricted Certificated Notes to a Person
     who takes delivery thereof in the form of a beneficial interest in a
     Restricted Global Note, then, upon receipt by the Registrar of the
     following documentation:

                                       29

               (A) if the Holder of such Restricted Certificated Note proposes
          to exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit D hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Certificated Note is being transferred to
          a QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

               (C) if such Restricted Certificated Note is being transferred to
          a Non-U.S. Person in an offshore transaction in accordance with Rule
          903 or Rule 904 under the Securities Act, a certificate to the effect
          set forth in Exhibit C hereto, including the certifications in item
          (2) thereof;

               (D) if such Restricted Certificated Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit C hereto, including the
          certifications in item (3)(a) thereof;

               (E) if such Restricted Certificated Note is being transferred to
          an Institutional Accredited Investor in reliance on an exemption from
          the registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit C hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such Restricted Certificated Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit C hereto, including the certifications in item
          (3)(b) thereof; or

               (G) if such Restricted Certificated Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit C hereto,
          including the certifications in item (3)(c) thereof,

     the Trustee shall cancel the Restricted Certificated Note, increase or
     cause to be increased the aggregate principal amount of, in the case of
     clause (A) above, the appropriate Restricted Global Note, in the case of
     clause (B) above, the 144A Global Note, in the case of clause (C) above,
     the Regulation S Global Note, and in all other cases, the IAI Global Note.

               (ii) Restricted Certificated Notes to Beneficial Interests in
          Global Exchange Notes. A Holder of a Restricted Certificated Note may
          exchange such Note for a beneficial interest in a Global Exchange Note
          or transfer such Restricted Certificated Note to a Person who takes
          delivery thereof in the form of a beneficial interest in a Global
          Exchange Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution

                                       30

          of the Exchange Notes or (3) a Person who is an affiliate (as defined
          in Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the Holder of such Certificated Notes proposes to
               exchange such Notes for a beneficial interest in the Global
               Exchange Note, a certificate from such Holder in the form of
               Exhibit D hereto, including the certifications in item (1)(c)
               thereof; or

                    (2) if the Holder of such Certificated Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Global Exchange Note,
               a certificate from such Holder in the form of Exhibit C hereto,
               including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Applicable
Procedures so require, an Opinion of Counsel in form reasonably acceptable to
the Registrar to the effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Certificated Notes and
increase or cause to be increased the aggregate principal amount of the Global
Exchange Note.

               (iii) Certificated Exchange Notes to Beneficial Interests in
          Global Exchange Notes. A Holder of an Certificated Exchange Note may
          exchange such Note for a beneficial interest in a Global Exchange Note
          or transfer such Certificated Notes to a Person who takes delivery
          thereof in the form of a beneficial interest in a Global Certificated
          Note at any time. Upon receipt of a request for such an exchange or
          transfer, the Trustee shall cancel the applicable Certificated
          Exchange Note and increase or cause to be increased the aggregate
          principal amount of one of the Global Exchange Notes.

          If any such exchange or transfer from a Certificated Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when a Global Exchange Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Global Exchange Notes in an aggregate principal
     amount equal to the principal amount of Certificated Notes so transferred.

     (e) Transfer and Exchange of Certificated Notes for Certificated Notes.
Upon request by a Holder of Certificated Notes and such Holder's compliance with
the provisions of

                                       31

this Section 2.06(e), the Registrar shall register the transfer or exchange of
Certificated Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Registrar the Certificated
Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such Holder or by his attorney,
duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e).

          (i) Restricted Certificated Notes to Restricted Certificated Notes.
     Any Restricted Certificated Note may be transferred to and registered in
     the name of Persons who take delivery thereof in the form of a Restricted
     Certificated Note if the Registrar receives the following:

               (A) if the transfer shall be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit C hereto, including the certifications in item (1)
          thereof; and

               (B) if the transfer shall be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit C hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer shall be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit C hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

               (ii) Restricted Certificated Notes to Certificated Exchange
          Notes. Any Restricted Certificated Note may be exchanged by the Holder
          thereof for a Certificated Exchange Note or transferred to a Person or
          Persons who take delivery thereof in the form of a Certificated
          Exchange Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Participating
          Broker-Dealer pursuant to the Exchange Offer Registration Statement in
          accordance with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                                       32

                    (1) if the Holder of such Restricted Certificated Notes
               proposes to exchange such Notes for an Certificated Exchange
               Note, a certificate from such Holder in the form of Exhibit D
               hereto, including the certifications in item (1)(d) thereof; or

                    (2) if the Holder of such Restricted Certificated Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Certificated Exchange Note, a
               certificate from such Holder in the form of Exhibit C hereto,
               including the certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar or the Company so requests, an Opinion of Counsel in
               form reasonably acceptable to the Registrar and the Company, if
               applicable, to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

               (iii) Certificated Exchange Notes to Certificated Exchange Notes.
          A Holder of Certificated Exchange Notes may transfer such Notes to a
          Person who takes delivery thereof in the form of a Certificated
          Exchange Note. Upon receipt of a request to register such a transfer,
          the Registrar shall register the Certificated Exchange Notes pursuant
          to the instructions from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate (i) one or more Global Exchange Notes in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not broker-dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Certificated Notes in an aggregate
principal amount equal to the principal amount of the Restricted Certificated
Notes accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Certificated Notes so accepted Certificated
Notes in the appropriate principal amount.

     (g) Legends. The following legends shall appear on the face of all Global
Notes and Certificated Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Certificated Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form

                                       33

          "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
     OF 1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED,
     SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
     FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE
     NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
     HEREIN, THE HOLDER:

               (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
          (AS DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED
          THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
          S UNDER THE ACT OR (iii) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
          (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER
          THE ACT (AN "IAI")),

               (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS
          SECURITY EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO
          A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR
          ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING
          THE REQUIREMENTS OF RULE 144A, (iii) IN AN OFFSHORE TRANSACTION
          MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT, (iv) IN A
          TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (v) TO
          AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED
          LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
          THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM
          THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
          PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF COUNSEL
          ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
          ACT, (vi) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
          REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL
          ACCEPTABLE TO THE COMPANY) OR (vii) PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE
          APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
          OTHER APPLICABLE JURISDICTION AND

               (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
          SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY
          TO THE EFFECT OF THIS LEGEND.

          AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES"
     HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT.
     THE INDENTURE CONTAINS A PROVISION

                                       34

     REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THESE
     SECURITIES IN VIOLATION OF THE FOREGOING."

               (B) Notwithstanding the foregoing, any Global Note or
          Certificated Note issued pursuant to subparagraphs (b)(iv), (c)(ii),
          (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (f) to this Section 2.06 (and
          all Notes issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

     THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
     GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
     BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
     MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (ii) THIS GLOBAL
     NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a)
     OF THE INDENTURE, (iii) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
     FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (iv) THIS
     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     (h) Cancellation or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Certificated Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall take delivery

                                       35

thereof in the form of a beneficial interest in another Global Note or for
Certificated Notes, the principal amount of Notes represented by such Global
Note shall be reduced accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

     (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Certificated Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Certificated Note for any
     registration of transfer or exchange, but the Company or the Trustee may
     require payment of a sum sufficient to cover any transfer tax or similar
     governmental charge payable in connection therewith (other than any such
     transfer taxes or similar governmental charge payable upon exchange or
     transfer pursuant to Sections 2.10, 3.6, 3.9, 4.10, 4.14 and 9.5 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Certificated Notes issued upon any
     registration of transfer or exchange of Global Notes or Certificated Notes
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Notes
     or Certificated Notes surrendered upon such registration of transfer or
     exchange.

          (v) The Company shall not be required (a) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days before the day of any selection of Notes for
     redemption under Section 3.2 hereof and ending at the close of business on
     the day of selection, (b) to register the transfer of or to exchange any
     Note so selected for redemption in whole or in part, except the unredeemed
     portion of any Note being redeemed in part or (c) to register the transfer
     of or to exchange a Note between a record date and the next succeeding
     Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Certificated
     Notes in accordance with the provisions of Section 2.02 hereof.

                                       36

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.06 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

     SECTION 2.07. Replacement Notes.

     If a mutilated Note is surrendered to the Trustee or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, subject
to the terms of the next succeeding sentence, the Company shall issue and the
Trustee shall authenticate a replacement Note if the Trustee's reasonable
requirements for replacement Notes are met. If required by the Trustee or the
Company, such Holder must provide an affidavit of lost certificate and an
indemnity bond or other indemnity, sufficient in the judgment of both the
Company and the Trustee, to protect the Company, the Trustee, any Agent or any
Authenticating Agent from any loss which any of them may suffer if a Note is
replaced. The Company and the Trustee may charge such Holder for their
out-of-pocket expenses in replacing a Note, including reasonable fees and
expenses of counsel, and for any tax that may be imposed in replacing such
Notes. Every replacement Note shall constitute an additional obligation of the
Company.

     SECTION 2.08. Outstanding Notes.

     Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the provisions of Section 2.09, a Note does not cease to be outstanding
because the Company or any of its Affiliates holds the Note.

     If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note
surrendered for replacement), it ceases to be outstanding unless the Trustee
receives proof satisfactory to it that the replaced Note is held by a protected
purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note
and replacement thereof pursuant to Section 2.07.

     Except as otherwise provided in Article 8 of this Indenture, if on a
Redemption Date or the Maturity Date the Paying Agent holds U.S. Legal Tender or
U.S. Government Obligations sufficient to pay all of the principal and interest
due on the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding and interest on them
ceases to accrue.

     SECTION 2.09. Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned by
the Company or any of its Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver, consent or notice,
only Notes which a Trust Officer of the Trustee actually knows are so owned
shall be so considered.

     SECTION 2.10. Temporary Notes.

                                       37

     Until definitive Notes are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Notes upon receipt of a written order
of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate upon receipt
of a written order of the Company pursuant to Section 2.02 definitive Notes in
exchange for, and upon surrender of, temporary Notes. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as definitive Notes authenticated and delivered hereunder.

     SECTION 2.11. Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and the Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel and, shall dispose of all Notes surrendered for
registration of transfer, exchange, payment or cancellation. Subject to Section
2.07, the Company may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

     SECTION 2.12. Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes (without
regard to any grace period therefor), it shall pay the defaulted interest, plus
(to the extent lawful) any interest payable on the defaulted interest to the
Persons who are Holders on a subsequent special record date, which date shall be
the fifteenth day preceding the date fixed by the Company for the payment of
defaulted interest or the next succeeding Business Day if such date is not a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder, as of a recent date selected by the Company,
with a copy to the Trustee, a notice that states the subsequent special record
date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.

     SECTION 2.13. CUSIP Number.

     The Company in issuing the Notes may use "CUSIP" numbers, and if so, the
Trustee shall use such CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided that no representation is hereby deemed to be
made by the Trustee as to the correctness or accuracy of such CUSIP numbers
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee in writing of any change in a CUSIP number.

     SECTION 2.14. Deposit of Moneys.

     Prior to 9:00 a.m. New York City time, on each Interest Payment Date and on
the Maturity Date, the Company shall deposit with the Paying Agent in
immediately available funds

                                       38

money sufficient to make cash payments, if any, due on such Interest Payment
Date or Maturity Date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment to the Holders on such Interest Payment Date or
Maturity Date, as the case may be.

     SECTION 2.15. Issuance of Additional Notes.

     The Company shall be entitled to issue Additional Notes under this
Indenture in a principal amount not to exceed $200,000,000 in the aggregate
which shall have identical terms as the Notes issued on November 25, 2003, other
than with respect to the date of issuance, issue price and amount of interest
payable on the first payment date applicable thereto (and, if such Additional
Notes shall be issued in the form of Exchange Notes, other than with respect to
transfer restrictions); provided, that such issuance is not prohibited by
Section 4.13. The Initial Notes issued on November 25, 2003, any Additional
Notes and all Exchange Notes or Private Exchange Notes issued in exchange
therefor shall be treated as a single class for all purposes under this
Indenture.

     With respect to any Additional Notes, the Company shall provide the Trustee
the documents required by Section 13.04, and shall set forth in a resolution of
the Board of Directors and in an Officers' Certificate, a copy of each which
shall be delivered to the Trustee, the following information:

          (1) the aggregate principal amount of such Additional Notes to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Notes and the amount of interest payable on the first payment
     date applicable thereto; provided, however, that no Additional Notes may be
     issued at a price that would cause such Additional Notes to have "original
     issue discount" within the meaning of Section 1273 of the Code; and

          (3) whether such Additional Notes shall be transfer restricted
     securities and issued in the form of Initial Notes or shall be registered
     securities issued in the form of Exchange Notes as set forth in the
     Appendix.

                                 ARTICLE THREE

                                   REDEMPTION

     SECTION 3.01. Notices to Trustee.

     If the Company elects to redeem Notes pursuant to Section 3.07 of this
Indenture and Paragraph 6 of the Notes, it shall notify the Trustee and the
Paying Agent in writing of the Redemption Date and the principal amount of the
Notes to be redeemed.

     The Company shall give each notice provided for in this Section 3.01 at
least 45 days before the Redemption Date, unless such shorter period is
acceptable to the Trustee, together with an Officers' Certificate stating that
such redemption shall comply with the conditions contained herein and in the
Notes.

                                       39

     SECTION 3.02. Selection of Notes To Be Redeemed.

     If fewer than all of the Notes are to be redeemed, selection of the Notes
to be redeemed will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national securities exchange,
on a pro rata basis, by lot or in such other fair and reasonable manner chosen
at the discretion of the Trustee; provided, however, that if a partial
redemption is made with the proceeds of a Public Equity Offering, selection of
the Notes or portion thereof for redemption shall be made by the Trustee only on
a pro rata basis, unless such method is otherwise prohibited. The Company shall
promptly notify the Trustee and the Paying Agent in writing of the date of
listing and the name of the securities exchange if and when the Notes are listed
on a principal national securities exchange. The Trustee shall make the
selection from the Notes outstanding and not previously called for redemption
and shall promptly notify the Company in writing of the Notes selected for
redemption and, in the case of any Note selected for partial redemption, the
principal amount thereof to be redeemed. Notes in denominations of $1,000 may be
redeemed only in whole. The Trustee may select for redemption portions (equal to
$1,000 or any integral multiple thereof) of the principal of Notes that have
denominations larger than $1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

     SECTION 3.03. Notice of Redemption.

     At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail, postage prepaid, to each Holder whose Notes are to be redeemed, with a
copy to the Trustee and any Paying Agent. At the Company's written request no
less than 35 days prior to the Redemption Date (or such shorter period as may be
acceptable to the Trustee), the Trustee shall give the notice of redemption in
the Company's name and at the Company's expense.

     Each notice for redemption shall identify the Notes to be redeemed and
shall state:

          (1) the Redemption Date;

          (2) the Redemption Price and the amount of accrued interest, if any,
     to be paid;

          (3) the name and address of the Paying Agent;

          (4) the subparagraph of the Notes pursuant to which such redemption is
     being made;

          (5) that Notes called for redemption must be surrendered to the Paying
     Agent to collect the Redemption Price plus accrued interest, if any;

          (6) that, unless the Company defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date, and the only remaining right of the Holders of
     such Notes is to

                                       40

     receive payment of the Redemption Price plus accrued interest, if any, upon
     surrender to the Paying Agent of the Notes redeemed;

          (7) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the Redemption
     Date, and upon surrender of such Note, a new Note or Notes in the aggregate
     principal amount equal to the unredeemed portion thereof will be issued;

          (8) if fewer than all the Notes are to be redeemed, the aggregate
     principal amount of Notes to be redeemed and the aggregate principal amount
     of Notes to be outstanding after such partial redemption and, if the
     redemption is not made pro rata, the identification of the particular Notes
     (or portion thereof) to be redeemed; and

          (9) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

     SECTION 3.04. Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03, Notes
called for redemption become due and payable on the Redemption Date and at the
Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or
Paying Agent, such Notes called for redemption shall be paid at the Redemption
Price and the amount of accrued interest payable thereon, provided that if a
Note is redeemed on or after a Record Date for an interest payment but on or
prior to the related Interest Payment Date, then any accrued and unpaid interest
shall be paid to the Holder of record at the close of business on such Record
Date. Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

     Except in connection with a defeasance pursuant to Section 8.02 of this
Indenture, at any time prior to the mailing of a notice of redemption to the
Holders pursuant to Section 3.03, the Company may withdraw, revoke or rescind
any notice of redemption delivered to the Trustee without any continuing
obligation to redeem the Notes.

     SECTION 3.05. Deposit of Redemption Price.

     On or before 9:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Notes to be redeemed
on that date (other than Notes or portions of Notes called for redemption which
have been delivered by the Company to the Trustee for cancellation). The Paying
Agent shall promptly return to the Company any U.S. Legal Tender so deposited
which is not required for that purpose, except with respect to monies owed as
obligations to the Trustee pursuant to Article Seven.

     If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Notes to be redeemed will cease to accrue on and after
the applicable Redemption Date, whether or not such Notes are presented for
payment.

                                       41

     SECTION 3.06. Notes Redeemed in Part.

     Upon surrender of a Note that is to be redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder a new Note or Notes
equal in principal amount to the unredeemed portion of the Note surrendered.

     SECTION 3.07. Optional Redemption.

     (a) Except as set forth in paragraph (b) below, the Notes will not be
redeemable at the option of the Company prior to January 15, 2009. Thereafter,
the Notes will be redeemable, at the Company's option, in whole or in part, at
any time or from time to time, at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest to the Redemption Date
(subject to the right of Holders of record on the relevant Record Date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the 12-month period commencing on January 15 of the years set forth below:

                                            Redemption
     Period                                    Price
     ------                                 -----------
     2009..............................      103.688 %
     2010..............................      102.458 %
     2011..............................      101.229 %
     2012 and thereafter...............      100.000 %

     (b) In addition, at any time and from time to time prior to January 15,
2007, the Company may redeem in the aggregate up to 35.0% of the original
principal amount of the Notes (including the original principal amount of any
Additional Notes) with the proceeds of one or more Public Equity Offerings, at a
redemption price (expressed as a percentage of principal amount) of 107.375%
plus accrued interest to the Redemption Date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date); provided, however, that at least 65% of the aggregate
principal amount of the Notes originally outstanding (including the original
principal amount of any Additional Notes) must remain outstanding after each
such redemption.

     In order to effect the foregoing redemption with the proceeds of any Public
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Public Equity Offering.

                                  ARTICLE FOUR

                                   COVENANTS

     SECTION 4.01. Payment of Notes.

     The Company shall pay or cause to be paid the principal of and interest on
the Notes on the dates and in the manner provided in the Notes and in this
Indenture. An installment of principal of or interest on the Notes shall be
considered paid on the date it is due if the Trustee or Paying Agent (other than
the Company or an Affiliate of the Company) holds on that date U.S.

                                       42

Legal Tender designated for and sufficient to pay the installment in full and is
not prohibited from paying such money to the Holders pursuant to the terms of
this Indenture.

     Notwithstanding anything to the contrary contained in this Indenture, the
Company may, to the extent it is required to do so by law, deduct or withhold
income or other similar taxes imposed by the United States of America from
principal or interest payments hereunder.

     SECTION 4.02. Maintenance of Office or Agency.

     The Company shall maintain the office or agency required under Section
2.03. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02.

     SECTION 4.03. Corporate Existence.

     Except as otherwise permitted by Article Five and Section 4.16, the Company
shall do or cause to be done, at its own cost and expense, all things necessary
to preserve and keep in full force and effect its corporate existence and the
corporate existence of each of its Restricted Subsidiaries in accordance with
the respective organizational documents of each of them (as the same may be
amended from time to time) and the material rights (charter and statutory) and
franchises of the Company and each such Restricted Subsidiary; provided,
however, that neither the Company nor any Restricted Subsidiary shall be
required to preserve any right or franchise, or the corporate, partnership or
other existence of any Restricted Subsidiary, if the Board of Directors of the
Company shall reasonably determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole.

     SECTION 4.04. Payment of Taxes and Other Claims.

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Subsidiaries or
properties of it or any of its Subsidiaries and (ii) all lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of it or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted for which reserves, to the extent required
under and in accordance with GAAP, have been taken.

     SECTION 4.05. Maintenance of Properties and Insurance.

     (a) The Company shall, and shall cause each of its Restricted Subsidiaries
to, maintain its material properties in good working order and condition
(subject to ordinary wear

                                       43

and tear) and make all necessary repairs, renewals, replacements, additions,
betterments and improvements thereto and actively conduct and carry on its
business; provided, however, that nothing in this Section 4.05 shall prevent the
Company or any of its Restricted Subsidiaries from discontinuing the operation
and maintenance of any of its properties, if such discontinuance is, in the
reasonable good faith judgment of the Company or the Restricted Subsidiary, as
the case may be, desirable in the conduct of the business of the Company and its
Restricted Subsidiaries, taken as a whole.

     (b) The Company shall provide or cause to be provided, for itself and each
of its Restricted Subsidiaries, insurance (including reasonably appropriate
self-insurance consistent with past practice) against loss or damage of the
kinds that, in the good faith judgment of the Board of Directors of the Company,
are adequate and appropriate for the conduct of the business of the Company and
such Restricted Subsidiaries in a prudent manner, with reputable insurers or
with the government of the United States of America or an agency or
instrumentality thereof, in such amounts, with such deductibles, and by such
methods as shall be customary, in the reasonable good faith judgment of the
Board of Directors of the Company, for companies similarly situated in the
industry.

     SECTION 4.06. Compliance Certificate; Notice of Default.

     (a) The Company shall deliver to the Trustee, within 120 days after the end
of the Company's fiscal year, an Officers' Certificate stating that a review of
its activities and the activities of its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture and further stating, as to each
such Officer signing such certificate, that to the best of such Officer's
knowledge, based on such review, the Company during such preceding fiscal year
has kept, observed, performed and fulfilled each and every such covenant
contained in the Indenture and no Default or Event of Default occurred during
such year and at the date of such certificate there is no Default or Event of
Default that has occurred and is continuing or, if such signers do know of such
Default or Event of Default, the certificate shall describe the Default or Event
of Default and its status with particularity. The Officers' Certificate shall
also notify the Trustee should the Company elect to change the manner in which
it fixes its fiscal year end.

     (b) So long as not contrary to the then-current recommendations of the
American Institute of Certified Public Accountants, the annual financial
statements delivered pursuant to Section 4.08 shall be accompanied by a written
report of the Company's independent accountants (who shall be a firm of
established national reputation) that in conducting their audit of such
financial statements nothing has come to their attention that would lead them to
believe that the Company has violated any provisions of Article Four or Five of
this Indenture or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

     (c) (i) If any Default or Event of Default has occurred and is continuing
or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a
claimed Default under this Indenture or the Notes, the Company shall deliver to
the Trustee, at its address set forth in

                                       44

Section 13.02 hereof, by registered or certified mail or by telegram, telex or
facsimile transmission followed by hard copy by registered or certified mail an
Officers' Certificate specifying such event, notice or other action within five
Business Days of its becoming aware of such occurrence.

     SECTION 4.07. Compliance with Laws.

     The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as are not in the aggregate
reasonably likely to have a material adverse effect on the financial condition
or results of operations of the Company and its Restricted Subsidiaries, taken
as a whole.

     SECTION 4.08. SEC Reports.

     (a) So long as the Notes are outstanding, the Company (at its own expense)
shall file with the SEC and shall provide to the Trustee and the Holders within
15 days after it files them with the SEC copies of the quarterly and annual
reports and of the information, documents, and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) filed pursuant to Section 13 or 15(d) of the Exchange Act (without
regard to whether the Company is subject to the requirements of such Section 13
or 15(d) of the Exchange Act); provided that (i) the Company shall not be in
default of the provisions of this Section 4.08 by reason of the failure to file
reports with the SEC (which reports are in the reasonable opinion of counsel to
the Company responsive in all material respects to the applicable requirements
of the Exchange Act) solely by reason of the refusal of the SEC to accept the
same for filing and (ii) prior to the consummation of an Exchange Offer and the
issuance of the Exchange Notes, the Company (at its own expense) will mail to
the Trustee and Holders substantially the same information that would have been
required by such Sections within 15 days of when any such document would
otherwise have been required to be filed with the SEC. Upon qualification of
this Indenture under the TIA, the Company shall also comply with the provisions
of the TIA Section 314(a).

     (b) The Company shall provide to any Holder any information reasonably
requested by such Holder concerning the Company (including financial statements)
necessary in order to permit such Holder to sell or transfer Notes in compliance
with Rule 144A under the Securities Act. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the
Trustee's receipt of such reports shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

     SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

                                       45

     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law or any usury law or
other law that would prohibit or forgive the Company from paying all or any
portion of the principal of or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

     SECTION 4.10. Limitation on Restricted Payments.

     (a) The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any distribution
on or in respect of its Capital Stock (including any payment in connection with
any merger or consolidation involving the Company) or to the direct or indirect
holders of its Capital Stock in their capacities as such (except dividends or
distributions payable solely in Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase its Capital Stock (other than
Disqualified Stock) and except dividends or distributions payable to the Company
or a Restricted Subsidiary (and, if the Restricted Subsidiary making such
dividends or distributions has any stockholders other than the Company or
another Restricted Subsidiary, to such stockholders on no more than a pro rata
basis, measured by value)), (ii) purchase, redeem or otherwise acquire or retire
for value any Capital Stock of the Company, any Restricted Subsidiary or any
other Affiliate of the Company, (iii) purchase, repurchase, redeem, defease or
otherwise acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Subordinated Obligations or
(iv) make any Restricted Investment (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted
Investment being herein referred to as a "Restricted Payment") if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a
Default shall have occurred and be continuing (or would result therefrom); or
(2) the Company would not be permitted to issue an additional $1.00 of
Indebtedness pursuant to paragraph (a) under Section 4.13 after giving pro forma
effect to such Restricted Payment; or (3) the aggregate amount of such
Restricted Payment and all other Restricted Payments since March 31, 1998 would
exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of the first full
fiscal quarter commencing after March 31, 1998 to the end of the most recent
fiscal quarter for which financial statements are available (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such deficit) plus (B)
the aggregate Net Cash Proceeds received by the Company from (x) the issue or
sale of its Capital Stock (other than Disqualified Stock) subsequent to March
31, 1998 (other than an issuance or sale to a Subsidiary or an employee stock
ownership plan or similar trust in the benefit of employees) and (y) the issue
or sale (other than an issuance or sale to a Subsidiary or an employee stock
ownership plan or similar trust in the benefit of employees) after March 31,
1998 of Disqualified Stock or debt securities that have been converted or
exchanged in accordance with their terms for Capital Stock of the Company (other
than Disqualified Stock), in each case to the extent such proceeds are not used
to redeem, repurchase, retire or otherwise acquire Capital Stock or any
Indebtedness of the Company or any Restricted

                                       46

Subsidiary or to make any Investment pursuant to clause (viii) of the definition
of "Permitted Investment."

     (b) The provisions of clauses (2) and (3) of paragraph (a) shall not
prohibit: (1) any purchase or redemption of Capital Stock or Subordinated
Obligations of the Company made by exchange for, or out of the proceeds of the
substantially concurrent sale or issuance of, Capital Stock of the Company
(other than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary or an employee stock ownership plan); provided, however, that the Net
Cash Proceeds from such sale shall be excluded from clause (3)(B) of paragraph
(a) above; (2) dividends paid within 60 days after the date of declaration if at
such date of declaration such dividend would have complied with this provision;
provided, however, that such dividend shall be deducted in the calculation of
the amount of Restricted Payments available to be made referred to in clause (3)
of paragraph (a) above; (3) the repurchase of shares of, or options to purchase
shares of, Capital Stock of the Company or any of its Subsidiaries from
employees, former employees, directors or former directors of the Company or any
of its Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors), pursuant to the terms of the
agreements (including employment agreements) or plans (or amendments thereto)
approved by the Board of Directors under which such individuals purchase or sell
or are granted the option to purchase or sell, shares of such common stock;
provided, however, that the aggregate amount of any repurchases pursuant to this
clause (3) and any purchases pursuant to clause (4) below shall not exceed
$5,000,000 per year; (4) provided that no Default or Event of Default shall have
occurred or be continuing at the time of such payment or after giving effect
thereto, the purchase by the Company of shares of its common stock (for not more
than fair market value) in connection with the delivery of such stock to
grantees under any stock option plan (upon the exercise by such grantees of
their stock options) or any other deferred compensation plan of the Company
approved by the Board of Directors; provided, however, that the aggregate amount
of any purchases pursuant to this clause (4) and any repurchases pursuant to
clause (3) above shall not exceed $5,000,000 per year; (5) the redemption,
purchase, retirement or other payoff of any Subordinated Obligations with the
proceeds of any Refinancing Indebtedness permitted to be incurred pursuant to
the terms of clauses (b)(v) and (v), respectively, of Section 4.13 and Section
4.18; and (6) provided that no Default or Event of Default shall have occurred
or be continuing at the time of such payment or after giving effect thereto,
other Restricted Payments in an aggregate amount not to exceed $10 million;
provided, however, that such payment shall be deducted in the calculation of the
amount of Restricted Payments available to be made referred to in clause (3) of
paragraph (a) above.

     SECTION 4.11. Limitation on Restrictions on Distributions from Restricted
Subsidiaries.

     The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or permit to exist or become effective any
encumbrance or restriction on the ability of any Restricted Subsidiary to (i)
pay dividends or make any other distributions on its Capital Stock or with
respect to any other interest or participation in, or measured by, its profits
to the Company or a Restricted Subsidiary or pay any Indebtedness or other
obligation owed to the Company or a Restricted Subsidiary, (ii) make any loans
or advances to the Company or any other Restricted Subsidiary or (iii) transfer
any of its property or assets to the Company or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by

                                       47

reason of (a) the Credit Facility as in effect on November 25, 2003, and any
amendments, restatements, renewals, replacements or refinancings thereof;
provided, however, that such amendments, restatements, renewals, replacements or
refinancings are no more restrictive with respect to such dividend and other
payment restrictions than those contained in the Credit Facility (or, if more
restrictive, than those contained in this Indenture) immediately prior to any
such amendment, restatement, renewal, replacement or refinancing, (b) applicable
law, (c) any instrument governing Indebtedness or Capital Stock of an Acquired
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition);
provided, however, that (1) such restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Acquired Person, and (2)
the consolidated net income of an Acquired Person for any period prior to such
acquisition shall not be taken into account in determining whether such
acquisition was permitted by the terms of this Indenture, (d) by reason of
customary non-assignment provisions in leases or other agreements entered into
the ordinary course of business and consistent with past practices, (e) Purchase
Money Indebtedness for property acquired in the ordinary course of business that
only impose restrictions on the property so acquired, (f) an agreement for the
sale or disposition of the Capital Stock or assets of such Restricted
Subsidiary; provided, however, that such restriction is only applicable to such
Restricted Subsidiary or assets, as applicable, and such sale or disposition
otherwise is permitted under Section 4.17 below; provided, further, however,
that such restriction or encumbrance shall be effective only for a period from
the execution and delivery of such agreement through a termination date not
later than 270 days after such execution and delivery, or (g) Refinancing
Indebtedness permitted under this Indenture; provided, however, that the
restrictions contained in the agreements governing such Refinancing Indebtedness
are no more restrictive in the aggregate than those contained in the agreements
governing the Indebtedness being refinanced immediately prior to such
refinancing. Notwithstanding the foregoing, neither (a) customary provisions
restricting subletting or assignment of any lease entered into in the ordinary
course of business, consistent with past practice, nor (b) Liens permitted under
this Indenture, shall in and of themselves be considered a restriction on the
ability of the applicable Restricted Subsidiary to transfer such agreements or
assets, as the case may be.

     SECTION 4.12. Limitation on Affiliate Transactions.

     (a) The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into any transaction or
series of similar transactions (including the purchase, sale, lease or exchange
of any asset or property or the rendering of any service) with any Affiliate of
the Company (other than any employee stock ownership plan for the benefit of the
Company's or a Restricted Subsidiary's employees) unless the terms of such
business, transaction or series of transactions are: (i) as favorable to the
Company or such Restricted Subsidiary as terms that would be obtainable at the
time for a comparable transaction or series of similar transactions in arms'
length dealings with an unrelated third Person and (ii) if such business,
transaction or series of similar transactions involves an amount in excess of $5
million, the terms of such business, transaction or series of similar
transactions shall be in writing and a majority of the disinterested members of
the Board of Directors shall have, by resolution, determined in good faith that
such business or transaction or series of transactions meets the criteria set
forth in (i) above; provided, however, that if such business, transaction or
series of similar transactions involves an amount in excess of $15 million,

                                       48

the Company shall also obtain from a nationally recognized independent
investment banking firm, accounting firm or appraisal firm with experience in
evaluating the terms and conditions of such type of business or transactions an
opinion that such transaction is fair from a financial point of view to the
Company or its Restricted Subsidiary, as the case may be; provided, further,
however, that the provisions of both clause (ii) above and the preceding proviso
shall not apply with respect to any such business, transaction or series of
related transactions between the Company or any Subsidiary Guarantor on the one
hand, and any Restricted Subsidiary on the other hand, which business,
transaction or series of transactions is entered into in the ordinary course of
business.

     (b) The provisions of the foregoing paragraph (a) shall not apply to (i)
any Restricted Payment permitted to be made pursuant to Section 4.10, or any
payment or transaction specifically excepted from the definition of Restricted
Payment, (ii) any issuance of securities, or other payments, awards or grants in
cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, stock options and stock ownership plans entered into in the
ordinary course of business and approved by a majority of the entire Board of
Directors or by a majority of the disinterested members of the Board of
Directors or a majority of the entire board of directors or a majority of the
disinterested members of the board of directors of the relevant Restricted
Subsidiary, (iii) the grant of stock options or similar rights to employees and
directors pursuant to plans approved by a majority of the entire Board of
Directors or by a majority of the disinterested members of the Board of
Directors or a majority of the entire board of directors or a majority of the
disinterested members of the board of directors of the relevant Restricted
Subsidiary, (iv) loans or advances to officers, directors or employees in the
ordinary course of business, (v) the payment of reasonable fees to directors of
the Company and its Restricted Subsidiaries who are not employees of the Company
or its Restricted Subsidiaries, (vi) any Affiliate transaction between the
Company and a Subsidiary Guarantor, between Subsidiary Guarantors, or between
Restricted Subsidiaries which are both not Subsidiary Guarantors, (vii)
indemnification or insurance provided to officers or directors of the Company or
any Subsidiary approved in good faith by the Board of Directors; (viii) payment
of compensation and benefits to directors, officers and employees of the Company
and its Subsidiaries approved in good faith by the Board of Directors; and (ix)
the purchase of or the payment of Indebtedness of or monies owed by the Company
or any of its Restricted Subsidiaries for goods or materials purchased, or
services received, in the ordinary course of business.

     SECTION 4.13. Limitation on Indebtedness.

     (a) The Company will not Incur, directly or indirectly, any Indebtedness
(including Acquired Indebtedness) unless, on the date of such Incurrence, and
after giving pro forma effect thereto, (i) no Default or Event of Default shall
have occurred and be continuing or would occur and (ii) the Consolidated Cash
Flow Coverage Ratio at the date of such issuance exceeds 2.0 to 1.0.

     (b) Notwithstanding paragraph (a), the Company may Incur the following
Indebtedness: (i) Indebtedness Incurred pursuant to the Credit Facility,
together with all Indebtedness then outstanding and Incurred pursuant to clause
(i) of Section 4.18 below, not to exceed in outstanding principal amount the
greater of (1) $950 million at any time outstanding and (2) the sum of (x) 80%
of the consolidated book value of the net accounts receivable of the

                                       49

Company and (y) 50% of the consolidated book value of the inventory of the
Company, in each case determined in accordance with GAAP; (ii) Indebtedness owed
to and held by a Restricted Subsidiary; provided, however, that any subsequent
issuance or transfer of any Capital Stock that results in such Subsidiary
ceasing to be a Restricted Subsidiary, or any transfer of such Indebtedness
(other than to a Restricted Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Indebtedness by the Company; (iii) the Notes
and the Exchange Notes (other than Additional Notes); (iv) Indebtedness (other
than Indebtedness described in clause (i), (ii), or (iii) above) outstanding on
November 25, 2003 (including the Existing Notes); (v) any Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or
pursuant to clause (iii), (iv) or (viii) or this clause (v) or pursuant to
clause (v) of the covenant described under Section 4.18 below; (vi) obligations
of the Company pursuant to (A) Interest Rate Protection Agreements in respect of
Indebtedness of the Company that is permitted by the terms of this Indenture to
be outstanding to the extent the notional principal amount of such obligation
does not exceed the aggregate principal amount of the Indebtedness to which such
Interest Rate Protection Agreements relate, (B) Currency Agreement Obligations
in respect of foreign exchange exposures Incurred by the Company in the ordinary
course of its business and (C) commodity agreements of the Company to the extent
entered into in the ordinary course of business to protect the Company from
fluctuations in the prices of raw materials used in its business; (vii)
Indebtedness of the Company consisting of obligations in respect of purchase
price adjustments in connection with the acquisition or disposition of assets by
the Company or any Restricted Subsidiary permitted under this Indenture; (viii)
Capital Lease Obligations, Purchase Money Indebtedness and Acquired Indebtedness
(to the extent not Incurred in connection with, or in anticipation or
contemplation of, the relevant transaction) in an aggregate principal amount,
together with the principal amount of Indebtedness Incurred pursuant to clause
(ix) of Section 4.18, not exceeding $25 million at any one given time
outstanding; (ix) performance bonds, surety bonds, insurance obligations or
bonds and other similar bonds or obligations incurred by the Company in the
ordinary course of business consistent with past practice; (x) Floor Plan
Guarantees; (xi) Indebtedness resulting from endorsement of negotiable
instruments for collection in the ordinary course of business; (xii)
Indebtedness arising under indemnity agreements to title insurers to cause such
title insurers to issue to the Collateral Agent mortgagee title insurance
policies; and (xiii) Indebtedness in an aggregate principal amount which,
together with all other Indebtedness of the Company then outstanding (other than
Indebtedness permitted by paragraph (a) or clauses (i) through (xii) of this
paragraph) does not exceed $25 million (less the amount of any Subsidiary
Indebtedness and Preferred Stock then outstanding and Incurred pursuant to
clause (xii) of Section 4.18).

     (c) Except to the extent that such Indebtedness is permitted to be incurred
pursuant to paragraphs (a) and (b) above and the provisions of Section 4.18, the
Company will not, and will not permit any Restricted Subsidiary to, Incur any
Indebtedness if the proceeds thereof are used, directly or indirectly, to repay,
prepay, redeem, defease, retire, refund or refinance any Subordinated
Obligations unless such Indebtedness shall be subordinated to the Notes or the
relevant Subsidiary Guarantee, as applicable, to at least the same extent as
such Subordinated Obligations.

     (d) For purposes of determining compliance with the covenants set forth in
this Section 4.13 and Section 4.18, in the event that an item of Indebtedness
meets the criteria of more than one of the types of Indebtedness described
above, the Company, in its sole discretion,

                                       50

will classify such item of Indebtedness and only be required to include the
amount and type of such Indebtedness in one of the above clauses.

     (e) For purposes of determining amounts of Indebtedness under the covenants
set forth in this Section 4.13 and Section 4.18, Indebtedness resulting from
security interests granted with respect to Indebtedness otherwise included in
the determination of Indebtedness, and Guarantees (and security interests with
respect thereof) of, or obligations with respect to letters of credit
supporting, Indebtedness otherwise included in the determination of Indebtedness
shall not be included in the determination of Indebtedness.

     (f) Indebtedness of any Person which is outstanding at the time such Person
becomes a Restricted Subsidiary of the Company (including upon designation of
any subsidiary or other person as a Restricted Subsidiary) or is merged with or
into or consolidated with the Company or a Restricted Subsidiary of the Company
shall be deemed to have been Incurred at the time such Person becomes such a
Restricted Subsidiary of the Company or merged with or into or consolidated with
the Company or a Restricted Subsidiary of the Company, as applicable.

     SECTION 4.14. Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries.

     The Company will not sell or otherwise dispose of any Capital Stock of a
Restricted Subsidiary, and will not permit any Restricted Subsidiary, directly
or indirectly, to issue or sell or otherwise dispose of any of its Capital Stock
except (i) to the Company or a Wholly Owned Subsidiary, (ii) if, immediately
after giving effect to such issuance, sale or other disposition, neither the
Company nor any of its Subsidiaries own any Capital Stock of such Restricted
Subsidiary, (iii) Preferred Stock of a Subsidiary Guarantor, or (iv) directors'
qualifying shares.

     SECTION 4.15. Limitation on Other Senior Subordinated Indebtedness.

     The Company will not, and will not permit any Restricted Subsidiary
Guarantor to, create, Incur, assume, guarantee or in any other manner become
liable with respect to any Indebtedness that is expressly by its terms
subordinate or junior in right of payment to any Senior Indebtedness of the
Company or any Subsidiary Guarantor and senior in any respect in right of
payment to the Notes, in the case of the Company, or to the applicable
Subsidiary Guarantee in the case of a Subsidiary Guarantor.

     SECTION 4.16. Change of Control.

     (a) Upon a Change of Control, each Holder shall have the right to require
that the Company repurchase all or any part of such Holder's Notes at a purchase
price in cash equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on a record date to receive interest on the relevant interest
payment date), in accordance with the terms contemplated in Section 4.16(b). If
at the time of such Change of Control the terms of the Senior Indebtedness of
the Company restrict or prohibit the repurchase of Notes pursuant to this
Section, then prior to the mailing of the notice to Holders provided for in
Section 4.16(b) below but in any event within 90 days following any Change of
Control, the Company shall obtain the requisite consent under the

                                       51

agreements governing such Senior Indebtedness of the Company to permit the
repurchase of the Notes as provided for in Section 4.16(b).

     (b) Within 15 Business Days following any Change of Control, the Company
shall mail a notice to the Trustee and each Holder stating:

          (1) that a Change of Control has occurred and that such Holder has the
     right to require the Company to purchase such Holder's Notes at a purchase
     price in cash equal to 101% of the principal amount thereof plus accrued
     and unpaid interest, if any, to the date of purchase (subject to the right
     of Holders of record on the relevant record date to receive interest on the
     relevant interest payment date);

          (2) the circumstances and relevant facts regarding such Change of
     Control (including information with respect to pro forma historical income,
     cash flow and capitalization, each after giving effect to such Change of
     Control);

          (3) the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (4) the instructions determined by the Company, consistent with this
     Section, that a Holder must follow in order to have its Notes purchased.

     (c) Holders electing to have a Note purchased will be required to surrender
the Note, with an appropriate form (as provided for in Exhibit A or B, as
appropriate) duly completed, to the Company at the address specified in the
notice not later than 3 p.m. New York City time two Business Days prior to the
purchase date. Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than 3 p.m. New York City time two
Business Day prior to the purchase date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Note
purchased.

     (d) On the purchase date, all Notes purchased by the Company under this
Section shall be delivered to the Trustee for cancellation, and the Company
shall pay or cause to be paid the purchase price plus accrued and unpaid
interest, if any, to the Holders entitled thereto.

     (e) At the time the Company delivers Notes to the Trustee which are to be
accepted for purchase, the Company shall also deliver an Officers' Certificate
stating that such Notes are to be accepted by the Company pursuant to and in
accordance with the terms of this Section. A Note shall be deemed to have been
accepted for purchase at the time the Trustee, directly or through an agent,
mails or delivers payment therefor to the surrendering Holder.

     (f) The Company will comply in all material respects, to the extent
applicable, with the requirements of Section 14(e) of the Exchange Act and any
other securities laws or regulations in connection with the repurchase of Notes
pursuant to this Section. To the extent that the provisions of any securities
laws or regulations conflict with provisions of this Section, the Company will
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section by virtue thereof.

                                       52

     SECTION 4.17. Limitation on Sales of Assets and Subsidiary Stock.

     (a) The Company will not, and will not permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) the Company or such Restricted Subsidiary
receives consideration at the time of such Asset Disposition at least equal to
the fair market value, as determined in good faith by the Board of Directors
(including as to the value of all non-cash consideration), of the shares and
assets subject to such Asset Disposition and at least 75% of the consideration
thereof received by the Company or such Restricted Subsidiary, as the case may
be, is in the form of cash or Cash Equivalents, and (ii) an amount equal to 100%
of the Net Available Cash from such Asset Disposition is applied by the Company
(or such Restricted Subsidiary, as the case may be) (A) first, (x) to the extent
the Company elects (or is required by the terms of any Senior Indebtedness), to
prepay, repay or purchase Senior Indebtedness of the Company) within 360 days of
such Asset Disposition, (y) at the Company's election to the investment by the
Company or any Wholly Owned Subsidiary or such Restricted Subsidiary in
long-term assets to replace the assets that were the subject of such Asset
Disposition or a long-term asset that (as determined in good faith by the Board
of Directors) is directly related to the business of the Company and the
Restricted Subsidiaries existing on November 25, 2003, in each case within 360
days from the date of such Asset Disposition, or (z) a combination of the
foregoing purposes within such 360-day period; (B) second, to the extent of the
balance of such Net Available Cash after application in accordance with clause
(A), to make a pro rata offer to purchase Notes at par (and, to the extent
required by the instrument governing such Indebtedness, any other Senior
Subordinated Indebtedness designated by the Company, at a price no greater than
par) plus accrued and unpaid interest, and (C) third, to the extent of the
balance of such Net Available Cash after application in accordance with clauses
(A) and (B), for general corporate purposes otherwise not prohibited under this
Indenture; provided, however, that in connection with any prepayment, repayment
or purchase of Indebtedness pursuant to clause (A) or (B) above, the Company or
such Subsidiary shall retire such Indebtedness and cause the related loan
commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing
provisions of this Section 4.17, the Company and its Restricted Subsidiaries
shall not be required to apply any Net Available Cash in accordance with this
Section except to the extent that the aggregate Net Available Cash from all
Asset Dispositions (including any Asset Dispositions made since November 25,
2003) which are not applied in accordance with this Section exceeds $25 million.
Pending application of Net Available Cash pursuant to this Section, such Net
Available Cash shall be used to temporarily reduce Senior Indebtedness or
invested in Cash Equivalents.

     For the purposes of this Section 4.17, the following is deemed to be cash
or Cash Equivalents: the express assumption of Indebtedness (other than any
Indebtedness that is by its terms subordinated to the Notes) of the Company or
any Restricted Subsidiary, but only to the extent that such assumption is
effected on a basis under which there is no further recourse to the Company or
any of the Restricted Subsidiaries with respect to such liabilities

     (b) In the event of an Asset Disposition that requires the purchase of
Notes (and other Senior Subordinated Indebtedness of the Company) pursuant to
Section 4.17(a)(ii)(B), the Company will purchase Notes tendered pursuant to an
offer by the Company for the Notes (and, to the extent required, other Senior
Subordinated Indebtedness of the Company) (the "Offer") at a purchase price of
100% of their principal amount (without premium) plus accrued

                                       53

but unpaid interest (or, in respect of such other Senior Subordinated
Indebtedness of the Company, such lesser price, if any, as may be provided for
by the terms of such Senior Subordinated Indebtedness of the Company) in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 4.17(c). If the aggregate purchase price
of Notes (and, to the extent required, any other Senior Subordinated
Indebtedness of the Company) tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase thereof, the Company shall be required
to apply the remaining Net Available Cash in accordance with Section
4.17(a)(ii)(C). The Offer shall remain open for a period of 20 Business Days.
The Company will not be required to make an Offer to purchase Notes (and other
Senior Subordinated Indebtedness of the Company) pursuant to this Section 4.17
if the Net Available Cash available therefor is less than $10 million (which
lesser amount shall be carried forward for purposes of determining whether such
an Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).

     (c) (1) Promptly, and in any event within 30 days after the Company becomes
obligated to make an Offer, the Company shall be obligated to deliver to the
Trustee and send, by first-class mail to each Holder, a written notice stating
that the Holder may elect to have his Notes purchased by the Company either in
whole or in part (subject to prorating as hereinafter described in the event the
Offer is oversubscribed) in integral multiples of $1,000 of principal amount, at
the applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "Purchase
Date") and shall contain such information which the Company in good faith
believes will enable such Holders to make an informed decision.

          (2) Not later than the date upon which written notice of an Offer is
     delivered to the Trustee as provided above, the Company shall deliver to
     the Trustee an Officers' Certificate as to (i) the amount of the Offer (the
     "Offer Amount"), (ii) the allocation of the Net Available Cash from the
     Asset Dispositions pursuant to which such Offer is being made and (iii) the
     compliance of such allocation with the provisions of Section 4.17(a). Upon
     the expiration of the period for which the Offer remains open (the "Offer
     Period"), the Company shall deliver to the Trustee for cancellation the
     Notes or portions thereof which have been properly tendered to and are to
     be accepted by the Company. The Trustee shall, on the Purchase Date, mail
     or deliver payment to each tendering Holder in the amount of the purchase
     price. In the event that the aggregate purchase price of the Notes
     delivered by the Company to the Trustee is less than the Offer Amount, the
     Trustee shall deliver the excess to the Company promptly after the
     expiration of the Offer Period for application in accordance with this
     Section.

          (3) Holders electing to have a Note purchased shall be required to
     surrender the Note, with an appropriate form duly completed, to the Company
     at the address specified in the notice not later than 3:00 p.m., New York
     City time, two Business Days prior to the Purchase Date. Holders shall be
     entitled to withdraw their election if the Trustee or the Company receives
     not later than 3:00 p.m., New York City time, two Business Days prior to
     the Purchase Date, a telegram, telex, facsimile transmission or letter
     setting forth the name of the Holder,

                                       54

     the principal amount of the Note which was delivered for purchase by the
     Holder and a statement that such Holder is withdrawing his election to have
     such Note purchased. If at the expiration of the Offer Period the aggregate
     principal amount of Notes surrendered by Holders exceeds the Offer Amount,
     the Company shall select the Notes to be purchased on a pro rata basis
     taking into account any other tendered Senior Subordinated Indebtedness
     which is the subject of such offer (with such adjustments as may be deemed
     appropriate by the Company so that only Notes in denominations of $1,000,
     or integral multiples thereof, shall be purchased). Holders whose Notes are
     purchased only in part shall be issued new Notes equal in principal amount
     to the unpurchased portion of the Notes surrendered.

          (4) At the time the Company delivers Notes to the Trustee which are to
     be accepted for purchase, the Company shall also deliver an Officers'
     Certificate stating that such Notes are to be accepted by the Company
     pursuant to and in accordance with the terms of this Section. A Note shall
     be deemed to have been accepted for purchase at the time the Trustee,
     directly or through an agent, mails or delivers payment therefor to the
     surrendering Holder.

          (d) The Company shall comply, to the extent applicable, with the
     requirements of Section 14(e) of the Exchange Act and any other securities
     laws or regulations in connection with the repurchase of Notes pursuant to
     this Section 4.17. To the extent that the provisions of any securities laws
     or regulations conflict with provisions of this Section, the Company shall
     comply with the applicable securities laws and regulations and shall not be
     deemed to have breached its obligations under this Section 4.17 by virtue
     thereof.

     SECTION 4.18. Limitation on Indebtedness and Preferred Stock of Restricted
Subsidiaries.

     The Company will not permit any Restricted Subsidiary to Incur, directly or
indirectly, any Indebtedness or Preferred Stock (except that a Subsidiary
Guarantor shall be permitted to issue Preferred Stock) except: (i) Indebtedness
Incurred pursuant to the Credit Facility, together with the aggregate amount of
all Indebtedness then outstanding and issued pursuant to clause (b)(i) of
Section 4.13 above, not to exceed in outstanding principal amount the greater of
(1) $950 million at any time outstanding and (2) the sum of (x) 80% of the
consolidated book value of the net accounts receivable of the Company and (y)
50% of the consolidated book value of the inventory of the Company, in each case
determined in accordance with GAAP; (ii) Indebtedness or Preferred Stock issued
to and held by the Company or a Restricted Subsidiary; provided, however, that
(A) any subsequent issuance or transfer of any Capital Stock that results in any
such Subsidiary ceasing to be a Restricted Subsidiary or (B) any subsequent
transfer of such Indebtedness or Preferred Stock (other than to the Company or a
Restricted Subsidiary) shall be deemed, in each case, to constitute the
Incurrence of such Indebtedness or Preferred Stock by the issuer thereof; (iii)
Acquired Indebtedness (to the extent not Incurred in connection with, or in
anticipation or contemplation of, the relevant transaction) of such Restricted
Subsidiary; provided that after giving effect to the Incurrence of such Acquired
Indebtedness, the Company could incur $1.00 of Indebtedness pursuant to
paragraph (a) under Section 4.13; (iv) Indebtedness or Preferred Stock (other
than any described in clause (i),

                                       55

(ii) or (iii)) outstanding on November 25, 2003 (including Guarantees in respect
of the Existing Notes); (v) Refinancing Indebtedness Incurred in respect of
Indebtedness or Preferred Stock referred to in clause (iii), (iv) or (ix) or
this clause (v); provided, however, that to the extent such Refinancing
Indebtedness Refinances Acquired Indebtedness or Preferred Stock of a Restricted
Subsidiary that is not a Wholly Owned Subsidiary, such Refinancing Indebtedness
shall be Incurred only by such Restricted Subsidiary; (vi) Obligations of a
Restricted Subsidiary pursuant to (A) Interest Rate Protection Agreements in
respect of Indebtedness of the Restricted Subsidiary that is permitted by the
terms of this Indenture to be outstanding to the extent the notional principal
amount of such obligation does not exceed the aggregate principal amount of the
Indebtedness to which such Interest Rate Protection Agreements relate, (B)
Currency Agreement Obligations in respect of foreign exchange exposures Incurred
by the Restricted Subsidiary in the ordinary course of its business and (C)
commodity agreements of the Restricted Subsidiary to the extent entered into in
the ordinary course of business to protect the Restricted Subsidiary from
fluctuations in the prices of raw materials used in its business; (vii)
Indebtedness consisting of the Subsidiary Guarantees (other than in respect of
Additional Notes, except to the extent that such Additional Notes were permitted
to be issued under Section 4.13); (viii) Indebtedness of any Restricted
Subsidiary consisting of Obligations in respect of purchase price adjustments in
connection with the acquisition or disposition of assets by any Restricted
Subsidiary permitted under this Indenture; (ix) Capital Lease Obligations,
Purchase Money Indebtedness and Acquired Indebtedness (to the extent not
Incurred in connection with, or in anticipation or contemplation of, the
relevant transaction) in an aggregate principal amount not exceeding, together
with the principal amount of Indebtedness Incurred pursuant to clause (b)(viii)
of Section 4.13, $25 million at any one given time outstanding; (x) performance
bonds, surety bonds, insurance obligations or bonds and other similar bonds or
obligations incurred by a Restricted Subsidiary in the ordinary course of
business consistent with past practice; (xi) Floor Plan Guarantees; and (xii)
Indebtedness and Preferred Stock in an aggregate principal amount which,
together with any other Indebtedness or Preferred Stock of Restricted
Subsidiaries then outstanding (other than Indebtedness or Preferred Stock
permitted by clauses (i) through (xi) of this Section) does not exceed $25
million (less the amount of any Indebtedness then outstanding and Incurred
pursuant to clause (b)(xiii) of Section 4.13).

     SECTION 4.19. Limitation on Liens Securing Subordinated Indebtedness.

     The Company will not, and will not permit any Restricted Subsidiary to,
create, Incur, assume or suffer to exist any Liens of any kind (other than
Permitted Liens) upon any of their respective assets or properties now owned or
acquired after the date of this Indenture or any income or profits therefrom
securing either (i) any Indebtedness of the Company or a Restricted Subsidiary
which is expressly by its terms subordinate or junior in right of payment to any
other Indebtedness of the Company or such Restricted Subsidiary, as the case may
be, unless the Notes or the relevant Subsidiary Guarantee, as the case may be,
are equally and ratably secured for so long as such Indebtedness is so secured;
provided that, if such Indebtedness which is expressly by its terms subordinate
or junior in right of payment to any other Indebtedness of the Company or a
Restricted Subsidiary is expressly subordinate or junior to the Notes or the
relevant Subsidiary Guarantee, as the case may be, then the Lien securing such
subordinated or junior Indebtedness shall be subordinate and junior to the Lien
securing the Notes or the relevant Subsidiary Guarantee, as the case may be,
with the same relative priority as such subordinated or junior Indebtedness
shall have with respect to the Notes or the relevant Subsidiary Guarantee, as

                                       56

the case may be or (ii) any assumption, guarantee or other liability of the
Company or any Restricted Subsidiary in respect of any Indebtedness of the
Company or a Restricted Subsidiary which is expressly by its terms subordinate
or junior in right of payment to any other Indebtedness of the Company or such
Restricted Subsidiary, unless the Notes or the relevant Subsidiary Guarantee, as
the case may be, are equally and ratably secured for so long as such assumption,
guaranty or other liability is so secured; provided that, if such subordinated
Indebtedness which is expressly by its terms subordinate or junior in right of
payment to any other Indebtedness of the Company or a Restricted Subsidiary is
expressly by its terms subordinate or junior to the Notes or the relevant
Subsidiary Guarantee, as the case may be, then the Lien securing the assumption,
guarantee or other liability of such Subsidiary shall be subordinate and junior
to the Lien securing the Notes or the relevant Subsidiary Guarantee, as the case
may be, with the same relative priority as such subordinated or junior
Indebtedness shall have with respect to the Notes or the relevant Subsidiary
Guarantee, as the case may be.

     SECTION 4.20. Future Subsidiary Guarantors.

     The Company and each Subsidiary Guarantor will cause each Restricted
Subsidiary of the Company organized or existing under the laws of the United
States, any state thereof or the District of Columbia of the Company which,
after November 25, 2003 (if not then a Subsidiary Guarantor), becomes a
Restricted Subsidiary to execute and deliver an indenture supplemental to this
Indenture and thereby become a Subsidiary Guarantor which shall be bound by the
Subsidiary Guarantee of the Notes in the form set forth in this Indenture
(without such future Subsidiary Guarantor being required to execute and deliver
the Subsidiary Guarantee endorsed on the Notes). In addition, the Company will
not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to
Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor
unless such Restricted Subsidiary simultaneously executes a supplemental
indenture to the Indenture providing for the Guarantee of the payment of the
Notes by such Restricted Subsidiary, which Guarantee of the payment of the Notes
shall be subordinated to the Guarantee of such other Indebtedness to the same
extent as the Notes or the Subsidiary Guarantees, as applicable, are
subordinated to such other Indebtedness; provided, however, that such Restricted
Subsidiary shall not be required to so Guarantee the payment of the Notes to the
extent that such other Indebtedness does not exceed $1 million individually or,
together with any other Indebtedness of the Company or any Subsidiary Guarantor
Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such
Restricted Subsidiary shall be deemed released from its obligations under the
Guarantee of the payment of the Notes at any such time that such Restricted
Subsidiary is released from all of its obligations under its Guarantee of such
other Indebtedness unless such release results from the payment under such
Guarantee of other Indebtedness.

     SECTION 4.21. Limitation on Designations of Unrestricted Subsidiaries.

     (a) The Company may designate any Subsidiary of the Company (other than a
Subsidiary Guarantor) as an "Unrestricted Subsidiary" (a "Designation") only if:

          (i) no Default shall have occurred and be continuing at the time of or
     after giving effect to such Designation; and

                                       57

          (ii) either (x) the Company's Investment in such Subsidiary does not
     exceed $1,000 or (y) the Company would be permitted under this Indenture to
     make an Investment at the time of Designation (assuming the effectiveness
     of such Designation) in an amount (the "Designation Amount") equal to the
     fair market value of the Company's Investment in such Subsidiary on such
     date.

     In the event of any such Designation, the Company shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to Section 4.10
for all purposes of this Indenture in the Designation Amount. The Company shall
not, and shall not permit any Restricted Subsidiary to, at any time (a) provide
credit support for, or a guarantee of, any Indebtedness of any Unrestricted
Subsidiary (including any undertaking, agreement or instrument evidencing such
Indebtedness), (b) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary, or (c) be directly or indirectly liable for any
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity upon the occurrence
of a default with respect to any Indebtedness of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted
Subsidiary), except to the extent permitted under Section 4.10.

     The Company may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a "Revocation") if:

          (i) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Revocation; and

          (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of this
     Indenture and for all purposes of this Indenture shall be deemed to have
     been Incurred at such time.

     (b) All Designations and Revocations must be evidenced by an Officers'
Certificate delivered to the Trustee attaching a certified copy of the
resolutions of the Board of Directors giving effect to such Designation or
Revocation, as applicable, and certifying compliance with the foregoing
provisions.

     (c) Notwithstanding the foregoing, no Subsidiary that was a Subsidiary
Guarantor as of November 25, 2003, shall be permitted to become an Unrestricted
Subsidiary.

     SECTION 4.22. Limitation on Lines of Business.

     Neither the Company nor any of its Subsidiaries or Unrestricted
Subsidiaries shall directly or indirectly engage to any substantial extent in
any line or lines of business activity other than that which, in the reasonable
good faith judgment of the Board of Directors, is a Related Business.

                                       58

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

     SECTION 5.01. Merger, Consolidation and Sale of Assets of the Company.

     The Company will not, in a single transaction or a series of related
transactions, consolidate with or merge with or into, or convey, transfer or
lease all or substantially all its assets (computed on a consolidated basis) to,
any Person or group of affiliated Persons, unless: (i) the resulting, surviving
or transferee Person shall be the Company or, if not the Company, shall be a
corporation organized and existing under the laws of the United States of
America, any State thereof or the District of Columbia (the "Successor
Company"), and such Successor Company shall expressly assume, by an indenture
supplemental to this Indenture, executed and delivered to the Trustee, all the
obligations of the Company under the Notes and this Indenture (and the
Subsidiary Guarantees shall be confirmed as applying to such Person's
obligations); (ii) at the time of and immediately after giving effect to such
transaction or transactions on a pro forma basis (and treating any Indebtedness
which becomes an obligation of the resulting, surviving or transferee Person or
any Subsidiary as a result of such transaction as having been Incurred by such
Person or such Subsidiary at the time of such transaction), no Default or Event
of Default shall have occurred and be continuing; (iii) immediately after giving
effect to such transaction, the resulting, surviving or transferee Person would
be able to Incur at least $1.00 of Indebtedness pursuant to paragraph (a) of
Section 4.13; and (iv) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Article V.

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise) of all or substantially all of the properties and assets of one or
more Subsidiaries, the Company's interest in which constitutes all or
substantially all of the properties and assets of the Company shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

     Notwithstanding the foregoing, the Company may merge with or into, or
convey, transfer or lease all or substantially all of its assets to, any
Subsidiary Guarantor, and a Subsidiary Guarantor may merge with or into, or
convey, transfer or lease all or substantially all of its assets to, any other
Subsidiary Guarantor or the Company.

     SECTION 5.02. Successor Corporation Substituted for the Company.

     Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of the Company in accordance with the foregoing,
in which the Company is not the continuing corporation, the Successor Company
formed by such consolidation or into which the Company is merged or to which
such conveyance,

                                       59

lease or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture and the
Notes with the same effect as if such surviving entity had been named as such,
and the predecessor company, in the case of a conveyance, transfer or lease,
shall be released from the obligation to pay the principal of and interest on
the Notes.

     SECTION 5.03. Merger, Consolidation and Sale of Assets of Any Subsidiary
Guarantor.

     The Company will not permit any Subsidiary Guarantor to consolidate with or
merge with or into, or convey, transfer or lease, in one transaction or a series
of transactions, all or substantially all of its assets to, any Person unless:
(i) the resulting, surviving or transferee Person shall be the Company or a
Subsidiary Guarantor or, if not the Company or such a Subsidiary Guarantor,
shall be a corporation organized and existing under the laws of the jurisdiction
under which such Subsidiary was organized or under the laws of the United States
of America, or any State thereof or the District of Columbia, and such Person
shall expressly assume, by executing a Subsidiary Guarantee, all the obligations
of such Subsidiary, if any, under its Subsidiary Guarantee; (ii) immediately
after giving effect to such transaction or transactions on a pro forma basis
(and treating any Indebtedness which becomes an obligation of the resulting,
surviving or transferee Person as a result of such transaction as having been
issued by such Person at the time of such transaction), no Default or Event of
Default shall have occurred and be continuing; (iii) immediately after giving
effect to such transaction, the Company would be able to Incur at least $1.00 of
Indebtedness pursuant to Section 4.13(a); and (iv) the Company delivers to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such Subsidiary Guarantee, if any,
complies with this Article V. The provisions of clauses (i), (ii) and (iii)
above shall not apply to any one or more transactions which constitute an (a)
Asset Disposition subject to the applicable provisions of Section 4.17 above or
(b) the grant of any Lien on the assets of a Restricted Subsidiary to secure
outstanding Bank Indebtedness, which Lien is permitted by the terms of this
Indenture, or any conveyance or transfer of such assets resulting from an
exercise of remedies in respect of any such Lien.

     SECTION 5.04. Successor Corporation Substituted for Subsidiary Guarantor.

     Upon any consolidation, combination or merger or any transfer of all or
substantially all of the assets of any Subsidiary Guarantor in accordance with
the foregoing, in which such Subsidiary Guarantor is not the continuing
corporation, the successor Person formed by such consolidation or into which
such Subsidiary Guarantor is merged or to which such conveyance, lease or
transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, such Subsidiary Guarantor under this Indenture with
the same effect as if such surviving entity had been named as such, and the
predecessor company, in the case of a conveyance, transfer or lease, shall be
released from the obligation to pay the principal of and interest on the Notes.

                                       60

                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

     SECTION 6.01. Events of Default.

     An "Event of Default" occurs if:

          (1) the Company defaults in the payment of interest on any Notes when
     the same becomes due and payable (whether or not such payment shall be
     prohibited by Article Ten of this Indenture) and the Default continues for
     a period of 30 days; or

          (2) the Company defaults in the payment of the principal on any Notes
     when such principal becomes due and payable (whether or not such payment
     shall be prohibited by Article Ten), at maturity, upon optional redemption,
     upon required repurchase, upon declaration or otherwise (including the
     failure to make a payment to purchase Notes tendered pursuant to a Change
     of Control under Section 4.16 or an Offer under Section 4.17); or

          (3) the failure by the Company to comply with its obligations under
     Section 5.01 above; or

          (4) the failure by the Company to comply for 30 days after notice with
     any of its obligations under Sections 4.08, 4.10, 4.11, 4.12, 4.13, 4.14,
     4.15, 4.16 (other than a failure to purchase the Notes), 4.17 (other than a
     failure to purchase the Notes), 4.18, 4.19, 4.20 and 4.21; or

          (5) the Company defaults in the observance or performance of any other
     covenant, obligation, warranty or agreement contained in this Indenture and
     which default continues for a period of 60 days after notice; or

          (6) Indebtedness of the Company or any Significant Subsidiary is not
     paid within any applicable grace period after final maturity or is
     accelerated by the holders thereof because of a default and the total
     amount of Indebtedness unpaid or accelerated together with the principal
     amount of any other such Indebtedness which is unpaid or which has been
     accelerated, exceeds $10.0 million at any time; or

          (7) the Company or any Significant Subsidiary of the Company (A)
     commences a voluntary case or proceeding under any Bankruptcy Law with
     respect to itself, (B) consents to the entry of a judgment, decree or order
     for relief against it in an involuntary case or proceeding under any
     Bankruptcy Law, (C) consents to the appointment of a Custodian of it or for
     substantially all of its property, (D) consents to or acquiesces in the
     institution of a bankruptcy or an insolvency proceeding against it, (E)
     makes a general assignment for the benefit of its creditors, or (F) takes
     any corporate action to authorize or effect any of the foregoing; or

                                       61

          (8) a court of competent jurisdiction enters a judgment, decree or
     order for relief in respect of the Company or any Significant Subsidiary of
     the Company in an involuntary case or proceeding under any Bankruptcy Law,
     which shall (A) approve as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition in respect of the
     Company or any such Significant Subsidiary, (B) appoint a Custodian of the
     Company or any such Significant Subsidiary or for substantially all of its
     property or (C) order the winding-up or liquidation of its affairs; and
     such judgment, decree or order shall remain unstayed and in effect for a
     period of 60 consecutive days; or

          (9) any judgment or decree for the payment of money the portion of
     which is not covered by insurance is in an aggregate amount in excess of
     $10.0 million shall have been rendered against the Company or any of its
     Significant Subsidiaries and is not discharged and either (A) an
     enforcement proceeding has been commenced by any creditor upon such
     judgment or decree or (B) there is a period of 60 days following such
     judgment during which such judgment or decree is not discharged, waived or
     the execution thereof stayed (including pending appeal); or

          (10) any Subsidiary Guarantee by a Significant Subsidiary ceases to be
     in full force and effect or becomes unenforceable or invalid or is declared
     null and void (other than in accordance with the terms of the Subsidiary
     Guarantee or this Indenture) or any Subsidiary Guarantor that is a
     Significant Subsidiary denies or disaffirms its obligations under its
     Subsidiary Guarantee.

          However, a default under clause (4), (5) or (9) will not constitute an
     Event of Default until the Trustee or the Holders of 25% in principal
     amount of the outstanding Notes notify the Company of the default and the
     Company does not cure such default within the time specified after receipt
     of such notice.

          The Company shall deliver to the Trustee, within 30 days after the
     occurrence thereof, written notice in the form of an Officers' Certificate
     of any Event of Default under clause (6) or (10) and any event which with
     the giving of notice or the lapse of time would become an Event of Default
     under clause (4), (5) or (9), its status and what action the Company is
     taking or proposes to take with respect thereto.

     SECTION 6.02. Acceleration.

     (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(7) or (8) with respect to the Company) occurs and is continuing,
and has not been waived pursuant to Section 6.04, then the Trustee, by written
notice to the Company, or the Holders of at least 25% in principal amount of
outstanding Notes may declare the principal of and accrued but unpaid interest
on all the Notes to be due and payable by notice in writing to the Company and
the Trustee specifying the respective Event of Default and that it is a "notice
of acceleration". Upon any such declaration, such amount shall be immediately
due and payable provided, however, that for so long as the Credit Facility
remains in effect, such declaration shall not become effective until the earlier
of (i) five Business Days following delivery of notice to the

                                       62

Senior Credit Facility Representative of the intention to accelerate the Notes
or (ii) the acceleration of any Indebtedness under the Credit Facility.

     (b) If an Event of Default specified in Section 6.01(7) or (8) relating to
the Company occurs and is continuing with respect to the Company, the principal
of and interest on all the Notes will ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holders.

     (c) The Holders of a majority in principal amount of the Notes may, on
behalf of the Holders of all of the Notes, rescind and cancel an acceleration
and its consequences (i) if the rescission would not conflict with any judgment
or decree, (ii) if all existing Events of Default have been cured or waived
except nonpayment of principal or interest that has become due solely because of
the acceleration, (iii) if the Company has paid the Trustee its reasonable
compensation and reimbursed the Trustee for its expenses, disbursements and
advances and all other amounts due to the Trustee pursuant to Section 7.07 and
(iv) in the event of the cure or waiver of an Event of Default of the type
described in Section 6.01(7) or 6.01(8), the Trustee shall have received an
Officers' Certificate and an Opinion of Counsel that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent Default or
impair any right consequent thereto.

     SECTION 6.03. Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

     SECTION 6.04. Waiver of Past Defaults.

     Subject to Sections 2.09, 6.02, 6.07 and 9.02, the Holders of a majority in
principal amount of the then outstanding Notes by notice to the Trustee may, on
behalf of the Holders of all of the Notes, waive an existing Default or Event of
Default and its consequences, except a Default in the payment of principal of or
interest on any Note as specified in clauses (1) and (2) of Section 6.01. When a
Default or Event of Default is waived, it is cured and ceases to exist for every
purpose of this Indenture.

     SECTION 6.05. Control by Majority.

     Subject to Section 2.09, the Holders of a majority in principal amount of
the then outstanding Notes may direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on it, including,

                                       63

without limitation, any remedies provided for in Section 6.03. Subject to
Section 7.01, however, the Trustee may refuse to follow any direction that the
Trustee reasonably believes conflicts with any law or this Indenture, that the
Trustee reasonably determines may be unduly prejudicial to the rights of another
Holder, or that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and provided further, that this provision
shall not affect the rights of the Trustee set forth in Section 7.01(d).

     SECTION 6.06. Limitation on Suits.

     Subject to Article Seven, if an Event of Default occurs and is continuing,
the Trustee will be under no obligation to exercise any of the rights or powers
under this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee indemnity or security against any loss,
liability or expense reasonably satisfactory to the Trustee. Except to enforce
the right to receive payment of principal, premium (if any) or interest when
due, no Holder of a Note may pursue any remedy with respect to this Indenture or
the Notes unless (i) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (ii) Holders of at least 25% in principal amount
of the outstanding Notes have requested the Trustee to pursue the remedy, (iii)
such Holders have offered the Trustee security or indemnity against any loss,
liability or expense reasonably satisfactory to the Trustee, (iv) the Trustee
has not complied with such request within 60 days after the receipt thereof and
the offer of security or indemnity and (v) the Holders of a majority in
principal amount of the outstanding Notes have not given the Trustee a direction
inconsistent with such request within such 60-day period.

     SECTION 6.07. Rights of Holders To Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on a Note, on or after
the respective due dates expressed in such Note, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

     SECTION 6.08. Collection Suit by Trustee.

     If an Event of Default in payment of principal or interest specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in Section 4.01 and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents, consultants and counsel.

     SECTION 6.09. Trustee May File Proofs of Claim.

     The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, taxes,
disbursements and advances of the Trustee, its agents

                                       64

and counsel) and the Holders allowed in any judicial proceedings relating to the
Company or any other obligor upon the Notes, any of their respective creditors
or any of their respective property and shall be entitled and empowered to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same, and any Custodian in any such judicial
proceedings is hereby authorized by each Holder to make such payments to the
Trustee and, if the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, taxes, disbursements and advances of the
Trustee, its agents, consultants and counsel, and any other amounts due the
Trustee under Section 7.07. The Company's payment obligations under this Section
6.09 shall be secured in accordance with the provisions of Section 7.07
hereunder. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

     SECTION 6.10. Priorities.

     If the Trustee collects any money or property pursuant to this Article Six,
it shall pay out the money in the following order:

     First: to the Trustee for amounts due under Section 7.07;

     Second: if the Holders are forced to proceed against the Company directly
without the Trustee, to Holders for their collection costs;

     Third: to Holders for amounts due and unpaid on the Notes for principal and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal and interest, respectively;
and

     Fourth: to the Company or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

     The Trustee, upon prior notice to the Company, may fix a record date and
payment date for any payment to Holders pursuant to this Section 6.10.

     SECTION 6.11. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07, or a suit by a Holder or Holders of more than 10% in principal amount of
the outstanding Notes.

                                       65

                                 ARTICLE SEVEN

                                    TRUSTEE

     SECTION 7.01. Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise thereof as a prudent
person would exercise or use under the circumstances in the conduct of his own
affairs.

     (b) Except during the continuance of an Event of Default:

          (1) The Trustee need perform only those duties as are specifically set
     forth in this Indenture and no covenants or obligations shall be implied in
     this Indenture against the Trustee.

          (2) In the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

     (c) Notwithstanding anything to the contrary herein contained, the Trustee
may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (1) This paragraph does not limit the effect of paragraph (b) of this
     Section 7.01.

          (2) The Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer, unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts.

          (3) The Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.02, 6.04 or 6.05.

     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not assured to it.

     (e) Whether or not herein expressly provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c) and (d) of this Section 7.01.

                                       66

     (f) The Trustee shall not be liable for interest on any money or assets
received by it except as the Trustee may agree in writing with the Company.
Assets held in trust by the Trustee need not be segregated from other assets
except to the extent required by law.

     SECTION 7.02. Rights of Trustee.

     Subject to Section 7.01:

     (a) The Trustee may rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any
fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may consult with
counsel and may require an Officers' Certificate, an Opinion of Counsel or both,
which shall conform to Sections 13.04 and 13.05. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.

     (c) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or indirectly or by or through
agents or attorneys and the Trustee shall not be responsible for the misconduct
or negligence of any agent or attorney appointed with due care.

     (d) The Trustee shall not be liable for any action that it takes or omits
to take in good faith which it reasonably believes to be authorized or within
its rights or powers; provided, however that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

     (e) The Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond, debenture, or other
paper or document, but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled, upon reasonable notice to the Company, to examine the books,
records, and premises of the Company, personally or by agent or attorney and to
consult with the officers and representatives of the Company, including the
Company's accountants and attorneys.

     (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request, order or direction of
any of the Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee security or indemnity satisfactory to
the Trustee against the costs, expenses and liabilities which may be incurred by
it in compliance with such request, order or direction.

     (g) The Trustee shall not be required to give any bond or surety in respect
of the performance of its powers and duties hereunder.

                                       67

     (h) The Trustee may determine (i) the execution by any Holder of any
instrument in writing, (ii) the date of such execution or (iii) the authority of
any Person executing the same, in any manner the Trustee deems sufficient and in
accordance with such reasonable rules as the Trustee may determine.

     (i) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

     (j) The Trustee shall not be charged with knowledge of any default or Event
of Default with respect to the Notes, unless either (1) a Trust Officer shall
have knowledge of such default of Event of Default or (2) written notice of such
default or Event of Default shall have been given to the Trustee by the Company
or by any Holder of the Notes; and

     (k) The permissive rights of the Trustee enumerated herein shall not be
construed as duties.

     SECTION 7.03. Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company, any Subsidiary of the
Company, or their respective Affiliates with the same rights it would have if it
were not Trustee. However, if the Trustee acquires any conflicting interest
within the meaning of Section 3.10(b) of the TIA, it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as trustee
or resign. Any Agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

     SECTION 7.04. Trustee's Disclaimer.

     The Offering Memorandum and the recitals contained herein and in the Notes
shall be taken as statements of the Company and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Notes, and it shall not be
accountable for the Company's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Company in this Indenture or the
Notes other than the Trustee's certificate of authentication.

     SECTION 7.05. Notice of Default.

     If a Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to each Holder notice of the Default within 90 days after
such Default occurs. Except in the case of a Default in payment of principal of,
or interest on, any Note, including an accelerated payment and the failure to
make payment on the purchase date pursuant to a Change in Control under Section
4.16 or on the Purchase Date pursuant to an Offer under Section 4.17 and, except
in the case of a failure to comply with Article Five hereof, the Trustee may
withhold the notice if and so long as its board of directors, the executive
committee of its board of directors or a committee of its Trust Officers in good
faith reasonably determines that

                                       68

withholding the notice is in the best interest of the Holders. In addition, the
Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year, a certificate regarding knowledge of the Company's compliance with
all covenants and conditions under this Indenture. The Company also shall
deliver to the Trustee pursuant to Section 6.01, within 30 days after the
occurrence thereof, written notice of any event which would constitute certain
Defaults, their status and what action the Company is taking or proposes to take
in respect thereof.

     SECTION 7.06. Reports by Trustee to Holders.

     Within 60 days after each May 15, beginning with the May 15 following the
date of this Indenture, the Trustee shall, to the extent that any of the events
described in TIA Section 313(a) occurred within the previous twelve months, but
not otherwise, mail to each Holder a brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Sections 313(b) and (c).

     The Company shall promptly notify the Trustee if the Notes become listed
on, or delisted from, any stock exchange and the Trustee shall comply with TIA
Section 313(d).

     SECTION 7.07. Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable fees and expenses,
including out-of-pocket expenses incurred or made by it in connection with the
performance of its duties under this Indenture. Such expenses shall include the
reasonable fees and expenses of the Trustee's agents, consultants, experts and
counsel, except such disbursements, advances and expenses as may be attributable
to its negligence and bad faith.

     The Company shall indemnify the Trustee and its agents, employees,
stockholders and directors and officers for, and hold them harmless against, any
loss, liability or expense incurred by them, arising out of or in connection
with the administration of this trust including the reasonable costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their rights, powers or duties
hereunder. The Company need not reimburse any expense or indemnify against any
loss, liability or expense Incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith. The Trustee shall notify the
Company promptly of any claim asserted against the Trustee for which it may seek
indemnity. At the Trustee's sole discretion, the Company shall defend the claim
and the Trustee shall cooperate and may participate in the defense; provided
that any settlement of a claim shall be approved in writing by the Trustee.
Alternatively, the Trustee may at its option have separate counsel of its own
choosing and the Company shall pay the reasonable fees and expenses of such
counsel; provided that the Company will not be required to pay such fees and
expenses if it assumes the Trustee's defense and there is no conflict of
interest between the Company and the Trustee in connection with such defense as
reasonably determined by the Trustee. The Company need not pay for any
settlement made without its written consent. The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its negligence, bad faith or willful misconduct.

                                       69

     To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes. The Trustee's
right to receive payment of any amounts due under this Section 7.07 shall not be
subordinate to any other liability or indebtedness of the Company (even though
the Notes may be subordinate to such other liability or indebtedness).

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law; provided, however, that this shall not
affect the Trustee's rights as set forth in the preceding paragraph or Section
6.10.

     The provisions of this Section 7.07 shall survive the resignation or
removal of the Trustee and the termination or discharge of this Indenture.

     SECTION 7.08. Replacement of Trustee.

     The Trustee may resign at any time by so notifying the Company in writing
at least 30 days prior to the date of the proposed resignation. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Company and the Trustee and may appoint a successor Trustee.
The Company may remove the Trustee if:

          (A) the Trustee fails to comply with Section 7.10;

          (B) the Trustee is adjudged bankrupt or insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

          (C) a receiver or other public officer takes charge of the Trustee or
     its property; or

          (D) the Trustee becomes incapable of acting.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     If the Trustee resigns or is removed as Trustee or if a vacancy exists in
the office of Trustee for any reason, the Company shall notify each Holder of
such event and shall promptly appoint a successor Trustee. Within one year after
the successor Trustee takes office, the Holders of a majority in principal
amount of the Notes may appoint a successor Trustee to replace the successor
Trustee appointed by the Company.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or
removal of the retiring Trustee shall become effective, and the successor

                                       70

Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall mail notice of its succession to each
Holder.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of at least 10% in principal amount of the then outstanding Notes may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

     If the Trustee fails to comply with Section 7.10, any Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

     Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

     SECTION 7.09. Successor Trustee by Merger, Etc.

     If the Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the resulting, surviving or transferee corporation without any further act
shall, if such resulting, surviving or transferee corporation is otherwise
eligible hereunder, be the successor Trustee; provided that such corporation
shall be otherwise qualified and eligible under this Article Seven.

     If at the time such successor or successors by merger, conversion,
consolidation or transfer of assets to the Trustee shall succeed to the trust
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any successor to the Trustee may adopt a certificate of
authentication of any predecessor Trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

     SECTION 7.10. Eligibility; Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in the case of a
corporation included in a bank holding company system, the related bank holding
company) shall have a combined capital and surplus of at least $50 million as
set forth in its most recent published annual report of condition. In addition,
if the Trustee is a corporation included in a bank holding company system, the
Trustee, independently of such bank holding company, shall meet the capital
requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met. The provisions of TIA Section 310 shall apply to the Company,
as obligor of the Notes.

     SECTION 7.11. Preferential Collection of Claims Against Company.

                                       71

     The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                 ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

     SECTION 8.01. Discharge of Liability on Notes; Defeasance.

     (a) When (i) the Company delivers to the Trustee all outstanding Notes
(other than Notes replaced pursuant to Section 2.07) for cancellation or (ii)
all outstanding Notes have become due and payable at maturity or will be due and
payable within 60 days as a result of the mailing of a notice of redemption
pursuant to Article 3 hereof, in each case, and the Company irrevocably deposits
with the Trustee funds sufficient to pay at maturity or upon redemption all
outstanding Notes, including interest thereon to maturity or such redemption
date (other than Notes replaced pursuant to Section 2.07), and if in either case
the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company accompanied by an Officers' Certificate and an Opinion of Counsel
as to the satisfaction of all conditions to such satisfaction and discharge of
this Indenture and at the cost and expense of the Company.

     (b) Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (i) all its obligations under the Notes and this Indenture ("legal
defeasance option") or (ii) its obligations under Sections 4.10 through 4.22 and
the operation of Section 6.01(4) and the limitations contained in clause (iii)
of the first paragraph of each Section 5.01 and Section 5.03 ("covenant
defeasance option"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the Notes
may not be accelerated because of an Event of Default. If the Company exercises
its covenant defeasance option, payment of the Notes may not be accelerated
because of an Event of Default specified in Section 6.01(4) or because of the
failure of the Company to comply with clause (iii) of the first paragraph of
each Section 5.01 and Section 5.03. If the Company exercises its legal
defeasance option or its covenant defeasance option, each Subsidiary Guarantor,
if any, shall be released from all its obligations under its Subsidiary
Guarantee.

     Upon satisfaction of the conditions set forth herein and upon request of
the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

     (c) Notwithstanding paragraphs (a) and (b) above, the Company's obligations
in Sections 2.03, 2.04, 2.05, 2.07, 2.08, 7.07, 7.08, 8.05, 8.06 and the
Appendix shall survive until the Notes have been paid in full. Thereafter, the
Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive.

     SECTION 8.02. Conditions to Defeasance.

                                       72

     The Company may exercise its legal defeasance option or its covenant
defeasance option only if:

          (1) the Company irrevocably deposits in trust with the Trustee money
     or U.S. Government Obligations for the payment of principal of, interest
     and premium, if any, on the Notes to maturity or redemption (including, in
     the case of payment of principal, interest and premium, if any, to
     redemption, under arrangements reasonably satisfactory to the Trustee
     providing for redemption pursuant to irrevocable instructions delivered to
     the Trustee prior to 60 days before a Redemption Date), as the case may be;

          (2) the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent public accountants or a
     nationally recognized investment banking firm expressing their opinion that
     the payments of principal and interest when due and without reinvestment on
     the deposited U.S. Government Obligations plus any deposited money without
     investment will provide cash at such times and in such amounts as will be
     sufficient to pay principal, premium, if any, and interest when due on all
     outstanding Notes to maturity or redemption, as the case may be;

          (3) (x) no Default or Event of Default with respect to the Notes shall
     have occurred and be continuing on the date of such deposit and (y) no
     Event of Default under Section 6.01(7) or (8) shall occur at any time in
     the period ending on the 123rd day after the date of such deposit (it being
     understood that the condition set forth in the preceding clause (y) is a
     condition subsequent which shall not be deemed satisfied until the
     expiration of such 123-day period, but in the case of the covenant
     defeasance, the covenants which are defeased under Section 8.01(b) will
     cease to be in effect unless an Event of Default under Section 6.01(7) or
     (8) occurs during such period);

          (4) the Company delivers to the Trustee an Officers' Certificate
     stating that the deposit was not made by the Company with the intent of
     preferring the Holders over any other creditors of the Company or with the
     intent of defeating, hindering, delaying or defrauding any other creditors
     of the Company and the deposit is not prohibited under any Designated
     Senior Indebtedness;

          (5) neither the deposit nor the defeasance shall result in a default
     or event of default under any other material agreement to which the Company
     is a party or by which the Company is bound and neither the deposit nor the
     defeasance shall be prohibited by Article 10;

          (6) the Company delivers to the Trustee an Opinion of Counsel to the
     effect that the trust resulting from the deposit does not constitute, or is
     qualified as, a regulated investment company under the Investment Company
     Act of 1940;

          (7) in the case of the legal defeasance option, the Company shall have
     delivered to the Trustee an Opinion of Counsel stating that (i) the Company
     has

                                       73

     received from, or there has been published by, the Internal Revenue Service
     a ruling, or (ii) since the date of this Indenture there has been a change
     in the applicable Federal income tax law, in either case to the effect
     that, and based thereon such Opinion of Counsel shall confirm that, the
     Noteholders will not recognize income, gain or loss for Federal income tax
     purposes as a result of such defeasance and will be subject to Federal
     income tax on the same amounts, in the same manner and at the same times as
     would have been the case if such defeasance had not occurred;

          (8) in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Noteholders will not recognize income, gain or loss for Federal income tax
     purposes as a result of such covenant defeasance and will be subject to
     Federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such covenant defeasance had not
     occurred; and

          (9) the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent to the
     defeasance and discharge of the Notes as contemplated by this Article 8
     have been complied with.

     Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption of Notes at a future date in accordance with
Article Three.

     SECTION 8.03. Application of Trust Money.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article Eight. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal of and
interest on the Notes. Money and securities so held in trust are not subject to
Article 10.

     SECTION 8.04. Repayment to Company.

     The Trustee and the Paying Agent shall promptly turn over to the Company,
upon delivery of an Officers' Certificate stating that such payment does not
violate the terms of this Indenture, any
excess money or securities held by them at any time, subject to Section 7.07.

     Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon its written request any money held by
them for the payment of principal or interest that remains unclaimed for two
years, and, thereafter, Noteholders entitled to the money must look to the
Company for payment as general creditors.

     SECTION 8.05. Indemnity for Government Obligations.

     The Company shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest received on such U.S. Government
Obligations.

                                       74

     SECTION 8.06. Reinstatement.

     If the funds deposited with the Trustee to effect legal defeasance or
covenant defeasance are insufficient to pay the principal of, premium, if any,
and interest on the Notes when due, then the obligations of the Company under
the Indenture will be revived and no such defeasance will be deemed to have
occurred.

     If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender or
U.S. Government Obligations in accordance with this Article Eight by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to this
Article Eight until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with this Article 8; provided, however, that, if the Company has made any
payment of interest on or principal of any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the U.S. Legal Tender or U.S. Government
Obligations held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 9.01. Without Consent of Holders.

     The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture or the Notes without notice to
or consent of any Holder:

          (1) to cure any ambiguity, omission, defect or inconsistency; provided
     that such amendment or supplement does not, in the reasonable opinion of
     the Trustee, adversely affect the rights of any Holder in any material
     respect;

          (2) to comply with Article Five;

          (3) to provide for uncertificated Notes in addition to or in place of
     certificated Notes (provided that the uncertificated Notes are issued in
     registered form for purposes of Section 163(f) of the Code, or in a manner
     such that the uncertificated Notes are described in Section 163(f)(2)(B) of
     the Code);

          (4) to comply with any requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA;

          (5) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power conferred upon the Company;

          (6) to add Guarantees with respect to the Notes;

          (7) to secure the Notes; or

                                       75

          (8) to make any other change that does not adversely affect the rights
     of any Holders hereunder;

     provided that the Company has delivered to the Trustee an Opinion of
     Counsel stating that such amendment or supplement complies with the
     provisions of this Section 9.01.

          After an amendment, supplement or waiver under this Section 9.01
     becomes effective, the Company shall mail to the Holders affected thereby a
     notice briefly describing the amendment, supplement or waiver. Any failure
     of the Company to mail such notice, or any defect therein, shall not,
     however, in any way impair or affect the validity of any such amendment,
     supplement or waiver.

     SECTION 9.02. With Consent of Holders.

     Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes, may amend or supplement this Indenture or the Notes, without
notice to any other Holders. Subject to Section 6.07, the Holder or Holders of
at least a majority in aggregate principal amount of the then outstanding Notes
may waive compliance by the Company with any provision of this Indenture or the
Notes without notice to any other Holder. No amendment, supplement or waiver,
including a waiver pursuant to Section 6.04, shall, without the consent of each
Holder of each Note affected thereby:

          (1) reduce the amount of Notes whose Holders must consent to an
     amendment or waiver;

          (2) reduce the rate of or extend the time for payment of interest on
     any Notes;

          (3) reduce the principal of or change or have the effect of changing
     the Stated Maturity of any Note, or change the date on which any Notes may
     be subject to repurchase, or reduce the premium payable upon the redemption
     of any Note or change the time at which any Note may be redeemed in
     accordance with Article 3, or alter the provisions (including definitions)
     set forth in Section 4.16 in a manner adverse to the Holders;

          (4) make any Notes payable in money or payable in a place other than
     that stated in the Notes;

          (5) make any change in Section 6.04 or Section 6.07 or the second
     sentence of this Section;

          (6) amend, modify, change or waive any provision of this Section 9.02;

          (7) modify Articles Ten or Twelve or the definitions used in Articles
     Ten or Twelve to adversely affect the Holders of the Notes; or

                                       76

          (8) make any change in any Subsidiary Guarantee that would adversely
     affect the Holders.

     It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

     SECTION 9.03. Effect on Senior Indebtedness.

     No amendment of this Indenture shall adversely affect the rights of any
holder of Senior Indebtedness of the Company or any Restricted Subsidiary under
Article Ten or Twelve of this Indenture, without the consent of such holder (or
its Representative).

     SECTION 9.04. Compliance with TIA.

     If at the time of an amendment to the Indenture or the Notes, this
Indenture shall be qualified under the TIA, every amendment, waiver or
supplement of this Indenture or the Notes shall comply with the TIA as then in
effect.

     SECTION 9.05. Revocation and Effect of Consents.

     Until an amendment, waiver or supplement becomes effective, a consent to it
by a Holder is a continuing consent by the Holder and every subsequent Holder of
a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. Subject
to the following paragraph, any such Holder or subsequent Holder may revoke the
consent as to such Holder's Note or portion of such Note by notice to the
Trustee or the Company received before the date the amendment, supplement or
waiver becomes effective.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be (i) the later of 30 days prior
to the first solicitation of such consent or the date of the most recent list of
Holders furnished to the Trustee prior to such solicitation pursuant to Section
2.05 above or (ii) such other date as the Company may designate. If a record
date is fixed, then notwithstanding the last sentence of the immediately
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to
revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 180 days after such record date.

     After an amendment, supplement or waiver becomes effective, it shall bind
every Holder, unless it makes a change described in any of clauses (1) through
(8) of Section 9.02, in

                                       77

which case, the amendment, supplement or waiver shall bind only each Holder of a
Note who has consented to it and every subsequent Holder of a Note or portion of
a Note that evidences the same debt as the consenting Holder's Note; provided
that, without the consent of a Holder, any such waiver shall not impair or
affect the right of such Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates.

     SECTION 9.06. Notation on or Exchange of Notes.

     If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of such Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Any such notation
or exchange shall be made at the sole cost and expense of the Company. Failure
to make the appropriate notation or to issue a new Note shall not affect the
validity of such amendment, supplement or waiver.

     SECTION 9.07. Trustee To Sign Amendments, Etc.

     The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture. The Trustee
shall be entitled to receive in addition to the documents required by Section
13.04, and shall be fully protected in relying upon, an Opinion of Counsel and
an Officers' Certificate each stating that the execution of any amendment,
supplement or waiver authorized pursuant to this Article Nine is authorized or
permitted by this Indenture. Such Opinion of Counsel shall not be an expense of
the Trustee.

     SECTION 9.08. Payment for Consent.

     Neither the Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes, unless such consideration is offered to be paid to all Holders
that so consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or agreement.

                                  ARTICLE TEN

                                 SUBORDINATION

     SECTION 10.01. Notes Subordinated to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of the Notes, by its
acceptance thereof, likewise covenants and agrees, that all Notes shall be
issued subject to the provisions of this Article Ten; and each Person holding
any Note, whether upon original issue or upon transfer, assignment or exchange
thereof, accepts and agrees that the payment of all

                                       78

Obligations on the Notes by the Company shall, to the extent and in the manner
herein set forth, be subordinated and junior in right of payment to the prior
payment in full in cash of all Senior Indebtedness of the Company; that the
subordination is for the benefit of, and shall be enforceable directly by, the
holders of Senior Indebtedness of the Company, and that each holder of Senior
Indebtedness of the Company whether now outstanding or hereafter created,
incurred, assumed or guaranteed shall be deemed to have acquired Senior
Indebtedness of the Company in reliance upon the covenants and provisions
contained in this Indenture and the Notes. Only Indebtedness of the Company that
is Senior Indebtedness of the Company will rank senior to the Notes in
accordance with the provisions of the Indenture. The Notes will in all respects
rank pari passu with all other Senior Subordinated Indebtedness of the Company.
Unsecured Indebtedness is not deemed to be subordinated or junior to secured
Indebtedness merely because it is unsecured. The terms of the subordination
provisions described in this Article Ten shall not apply to payments from money
or the proceeds of U.S. Government Obligations in trust by the Trustee for the
payment of principal and interest on the Notes pursuant to the provisions
described in Article Eight unless such payments were in violation of Designated
Senior Indebtedness.

     SECTION 10.02. No Payment on Notes in Certain Circumstances.

     (a) The Company may not, and no other Person on behalf of the Company may
pay principal of, premium (if any) or interest on the Notes or make any other
payments with respect to the Notes or make any deposit pursuant to the
provisions described under Article Eight above and may not repurchase, redeem or
otherwise retire any Notes (collectively, "pay the Notes") if (i) any amount of
principal, interest or other payments due under any Designated Senior
Indebtedness of the Company has not been paid when due beyond any applicable
grace period whether at maturity, upon redemption, by declaration or otherwise
or (ii) any other default on Designated Senior Indebtedness of the Company
occurs and the maturity of such Designated Senior Indebtedness is accelerated in
accordance with its terms unless, in either case, the default has been cured or
waived in writing and any such acceleration has been rescinded or such
Designated Senior Indebtedness has been paid in full, after which the Company
shall resume making any and all required payments in respect of the Notes,
including any missed payments. However, the Company may pay the Notes without
regard to the foregoing if the Company and the Trustee receive written notice
approving such payment from the Representative of the Designated Senior
Indebtedness of the Company with respect to which either of the events set forth
in clause (i) or (ii) of the immediately preceding sentence has occurred and is
continuing, after which the Company shall resume making any and all required
payments in respect of the Notes, including any missed payments. During the
continuance of any default (other than a default described in clause (i) or (ii)
of the second preceding sentence) with respect to any Designated Senior
Indebtedness of the Company pursuant to which the maturity thereof may be
accelerated either immediately without further notice (except such notice as may
be required to effect such acceleration) or upon the expiration of any
applicable grace periods, the Company may not pay the Notes for a period (a
"Payment Blockage Period") commencing upon the receipt by the Trustee (with a
copy to the Company) of written notice (a "Blockage Notice") of such default
from the Representative of the holders of such Designated Senior Indebtedness of
the Company specifying an election to effect a Payment Blockage Period and
ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (A) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice (solely as

                                       79

evidenced by written notice to the Trustee by the Representative of such
Designated Senior Indebtedness which notice shall be promptly delivered), (B)
because the default giving rise to such Blockage Notice is no longer continuing
or (C) because such Designated Senior Indebtedness of the Company has been
repaid in full). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this paragraph), unless the holders of such Designated Senior
Indebtedness of the Company or the Representative of such holders has
accelerated the maturity of such Designated Senior Indebtedness of the Company,
the Company may resume payments on the Notes after the end of such Payment
Blockage Period, including any missed payments. The Notes shall not be subject
to more than one Payment Blockage Period in any consecutive 360-day period,
irrespective of the number of defaults with respect to Designated Senior
Indebtedness of the Company during such period. No default which exists or was
continuing on the date of commencement of any Blockage Period with respect to
the Designated Senior Indebtedness of the Company shall be, or be made, the
basis for the commencement of a second Blockage Period by the Representative of
such Designated Senior Indebtedness of the Company whether or not within a
period of 360 consecutive days unless such default shall have been cured or
waived in writing for a period of not less than 90 consecutive days. (It being
acknowledged that any subsequent action, or any breach of any financial
covenants for a period commencing after the date of commencement of such
Blockage Period that, in either case, would give rise to a default pursuant to
any provisions under which a default previously existed or was continuing shall
constitute a new default for this purpose.)

     (b) If, notwithstanding the foregoing, any payment shall be received by the
Trustee or any Holder when such payment is prohibited by Section 10.02(a), such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of such Senior Indebtedness of the Company (pro rata
to such holders on the basis of the respective amount of such Senior
Indebtedness of the Company held by such holders) or their respective
Representatives, as their respective interests may appear. The Trustee shall be
entitled to rely on information regarding amounts then due and owing on the
Senior Indebtedness of the Company, if any, received from the holders of Senior
Indebtedness of the Company (or their Representatives) or, if such information
is not received from such holders or their Representatives, from the Company and
only amounts included in the information provided to the Trustee shall be paid
to the holders of Senior Indebtedness of the Company.

     The provisions of this Section shall not apply to any payment with respect
to which Section 10.03 would be applicable.

     Nothing contained in this Article Ten shall limit the right of the Trustee
or the Holders of Notes to take any action to accelerate the maturity of the
Notes pursuant to Section 6.02 or to pursue any rights or remedies hereunder;
provided that all Senior Indebtedness of the Company thereafter due or declared
to be due shall first be paid in full in cash before the Holders are entitled to
receive any payment of any kind or character with respect to Obligations on the
Notes.

                                       80

     SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc.

     (a) Upon any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to creditors upon any
total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Indebtedness
of the Company shall first be paid in full in cash, or such payment duly
provided for to the satisfaction of the holders of Senior Indebtedness of the
Company, before any payment or distribution of any kind or character is made on
account of any Obligations on the Notes, or for the acquisition of any of the
Notes for cash or property or otherwise. Upon any total or partial liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of creditors
or marshaling of assets of the Company or in a bankruptcy, reorganization,
insolvency, receivership or other similar proceeding, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holders of the Notes or the Trustee under
this Indenture would be entitled, except for the provisions hereof, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee under this Indenture if received by them, directly to
the holders of Senior Indebtedness of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness of the Company held
by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
of the Company may have been issued, as their respective interests may appear,
for application to the payment of Senior Indebtedness of the Company remaining
unpaid until all such Senior Indebtedness of the Company has been paid in full
in cash after giving effect to any concurrent payment, distribution or provision
therefor to or for the holders of Senior Indebtedness of the Company.

     (b) To the extent any payment of Senior Indebtedness of the Company
(whether by or on behalf of the Company, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness of the Company or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding as if such payment had not
occurred.

     (c) If, notwithstanding the foregoing, any payment or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, shall be received by any Holder or the Trustee when such payment or
distribution is prohibited by this Section 10.03, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness of the Company (pro rata to such holders
on the basis of the respective amount of Senior Indebtedness of the Company held
by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
of the Company may have been issued, as their respective interests may appear,
for application to the payment of Senior Indebtedness of the

                                       81

Company remaining unpaid until all such Senior Indebtedness of the Company has
been paid in full in cash, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior
Indebtedness of the Company. Notwithstanding the foregoing, the provisions of
this Section 10.03(c) shall not apply to the fees and expenses due to the
Trustee pursuant to Section 7.07 hereof, which fees and expenses shall be paid
directly to the Trustee.

     (d) The consolidation of the Company with, or the merger of the Company
with or into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of all or substantially all of its
assets, to another corporation upon the terms and conditions provided in Article
Five hereof and as long as permitted under the terms of the Senior Indebtedness
of the Company shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section if such other corporation shall,
as a part of such consolidation, merger, conveyance or transfer, assume the
Company's obligations hereunder in accordance with Article Five hereof.

     SECTION 10.04. Payments May Be Paid Prior to Dissolution.

     Nothing contained in this Article Ten or elsewhere in this Indenture shall
prevent (i) the Company, except under the conditions described in Sections 10.02
and 10.03, from making payments at any time for the purpose of making payments
of principal of and interest on the Notes, or from depositing with the Trustee
any moneys for such payments, or (ii) in the absence of actual knowledge by the
Trustee that a given payment would be prohibited by Section 10.02 or 10.03, the
application by the Trustee of any moneys deposited with it for the purpose of
making such payments of principal of, and interest on, the Notes to the Holders
entitled thereto unless at least two Business Days prior to the date upon which
such payment would otherwise become due and payable a Trust Officer shall have
actually received the written notice provided for in the third sentence of
Section 10.02(a) or in Section 10.07 (provided that, notwithstanding the
foregoing, such application shall otherwise be subject to the provisions of the
first sentence of Section 10.02(a), 10.02(b) and Section 10.03). The Company
shall give prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of the Company.

     SECTION 10.05. Subrogation.

     Subject to the payment in full in cash of all Senior Indebtedness of the
Company, the Holders of the Notes shall be subrogated to the rights of the
holders of Senior Indebtedness of the Company to receive payments or
distributions of cash, property or securities of the Company applicable to the
Senior Indebtedness of the Company until the Notes shall be paid in full; and,
for the purposes of such subrogation, no such payments or distributions to the
holders of the Senior Indebtedness of the Company by or on behalf of the Company
or by or on behalf of the Holders by virtue of this Article Ten which otherwise
would have been made to the Holders shall, as between the Company and the
Holders of the Notes, be deemed to be a payment by the Company to or on account
of the Senior Indebtedness of the Company, it being understood that the
provisions of this Article Ten are and are intended solely for the purpose of
defining the relative rights of the Holders of the Notes, on the one hand, and
the holders of the Senior Indebtedness of the Company, on the other hand. If any
payment or distribution to which the Holders would otherwise have been entitled
but for the application of the provisions of this Article Ten, shall have been
applied, pursuant to the provisions of this Article Ten, to the

                                       82

payment of amounts payable under Senior Indebtedness of the Company, then the
Holders shall be entitled to receive from the holders of such Senior
Indebtedness any payments or distributions received by such holders of Senior
Indebtedness in excess of the amount sufficient to pay all amounts payable under
or in respect of such Senior Indebtedness in full in cash.

     SECTION 10.06. Obligations of the Company Unconditional.

     Nothing contained in this Article Ten or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the Holders,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and any interest on the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Indebtedness of the Company, nor shall
anything herein or therein prevent the Holder of any Note or the Trustee on its
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, in respect of cash,
property or securities of the Company received upon the exercise of any such
remedy.

     SECTION 10.07. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article Ten.
Regardless of anything to the contrary contained in this Article Ten or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any default or event of default with respect to any Senior
Indebtedness of the Company or of any other facts which would prohibit the
making of any payment to or by the Trustee unless and until the Trustee shall
have received notice in writing from the Company, or from a holder of Senior
Indebtedness of the Company or a Representative therefor and, prior to the
receipt of any such written notice, the Trustee shall be entitled to assume (in
the absence of actual knowledge to the contrary) that no such facts exist.

     If the Trustee determines in good faith that any evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness of the
Company to participate in any payment or distribution pursuant to this Article
Ten, the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amounts of Senior Indebtedness of the
Company held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Ten, and if such evidence is not
furnished the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

     SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

     Upon any payment or distribution of assets of the Company referred to in
this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, and the Holders of the

                                       83

Notes shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any insolvency, bankruptcy, receivership,
dissolution, winding-up, liquidation, reorganization or similar case or
proceeding is pending so long as such order gives effect to the provisions of
this Article Ten, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, receiver, assignee for the benefit of creditors, agent or
other person making such payment or distribution, delivered to the Trustee or
the Holders of the Notes, for the purpose of ascertaining the persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness of the Company and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article Ten.

     SECTION 10.09. Trustee's Relation to Senior Indebtedness.

     The Trustee and any agent of the Company or the Trustee shall be entitled
to all the rights set forth in this Article Ten with respect to any Senior
Indebtedness of the Company which may at any time be held by it in its
individual or any other capacity to the same extent as any other holder of
Senior Indebtedness of the Company and nothing in this Indenture shall deprive
the Trustee or any such agent of any of its rights as such holder.

     With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Ten, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness of
the Company shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness of the Company.

     Whenever a distribution is to be made or a notice given to holders or
owners of Senior Indebtedness of the Company, the distribution may be made and
the notice may be given to their Representative, if any.

     SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Indebtedness.

     No right of any present or future holders of any Senior Indebtedness of the
Company to enforce subordination as provided herein shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms of this Indenture, regardless
of any knowledge thereof which any such holder may have or otherwise be charged
with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company may, at any time and from time to
time, without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Notes and without impairing
or releasing the subordination provided in this Article Ten or the obligations
hereunder of the Holders of the Notes to the holders of the Senior Indebtedness
of the Company, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness of the

                                       84

Company, or otherwise amend or supplement in any manner Senior Indebtedness of
the Company, or any instrument evidencing the same or any agreement under which
Senior Indebtedness of the Company is outstanding; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness of the Company; (iii) release any Person liable in any
manner for the payment or collection of Senior Indebtedness of the Company; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

     SECTION 10.11. Noteholders Authorize Trustee To Effectuate Subordination of
Notes.

     Each Holder of Notes by its acceptance of them authorizes and expressly
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Indebtedness of the
Company and the Holders of Notes, the subordination provided in this Article
Ten, and appoints the Trustee its attorney-in-fact for such purposes, including,
in the event of any dissolution, winding-up, liquidation or reorganization of
the Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or
otherwise) tending towards liquidation of the business and assets of the
Company, the filing of a claim for the unpaid balance of its Notes and accrued
interest in the form required in those proceedings.

     If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of the Senior Indebtedness of the
Company or their Representative are or is hereby authorized to have the right to
file and are or is hereby authorized to file an appropriate claim for and on
behalf of the Holders of said Notes. Nothing herein contained shall be deemed to
authorize the Trustee or the holders of Senior Indebtedness of the Company or
their Representative to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Indebtedness of the Company or their
Representative to vote in respect of the claim of any Holder in any such
proceeding.

     SECTION 10.12. This Article Ten Not To Prevent Events of Default.

     The failure to make a payment on account of principal of or interest on the
Notes by reason of any provision of this Article Ten will not be construed as
preventing the occurrence of an Event of Default.

     Nothing contained in this Article Ten shall limit the right of the Trustee
or the Holders to take any action or accelerate the maturity of the Notes
pursuant to Article Six or to pursue any rights or remedies hereunder or under
applicable law, subject to the rights, if any, under this Article Ten of the
holders from time to time, of Senior Indebtedness of the Company.

     SECTION 10.13. Trustee's Compensation Not Prejudiced.

     Nothing in this Article Ten will apply to amounts due to the Trustee
pursuant to other sections in this Indenture

                                       85

     SECTION 10.14. Acceleration of Payment of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of Designated Senior
Indebtedness of the Company or the Representative of such holders of the
acceleration (in the case of the Trustee, only to the extent of its actual
knowledge of such holders or the Representative of such holders).

                                 ARTICLE ELEVEN

                                   GUARANTEES

     SECTION 11.01. Unconditional Guarantee.

     Each of the Subsidiary Guarantors hereby unconditionally jointly and
severally guarantees (such guarantee to be referred to herein as the "Subsidiary
Guarantee") to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, that: (i) the principal of
and interest on the Notes will be promptly paid in full when due, subject to any
applicable grace period, whether at maturity, by acceleration or otherwise and
interest on the overdue principal, if any, and interest on any interest, to the
extent lawful, of the Notes and all other obligations of the Company to the
Holders or the Trustee under the Indenture or the Notes will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and (ii)
in case of any extension of time of payment or renewal of any Notes or of any
such other obligations, the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration or
otherwise.

     Each Subsidiary Guarantor further agrees that, as between such Subsidiary
Guarantor on one hand, and the Holders and the Trustee on the other hand, (x)
the maturity of the obligations guaranteed hereby may be accelerated as provided
in Article Six for the purposes of the Subsidiary Guaranty, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (y) in the event of any acceleration of
such obligations as provided in Article Six, such obligations (whether or not
due and payable) shall forthwith become due and payable by such Subsidiary
Guarantor for the purposes of the Subsidiary Guaranty.

     Each of the Subsidiary Guarantors hereby agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each of the Subsidiary Guarantors hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that the
Subsidiary Guarantee will not be discharged except by complete performance of
the obligations contained in the Notes, this Indenture and in the Subsidiary
Guarantee. If any Noteholder or the Trustee is required by any court or
otherwise to return to the Company, any

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Subsidiary Guarantor, or any custodian, trustee, liquidator or other similar
official acting in relation to the Company or any Subsidiary Guarantor, any
amount paid by the Company or such Subsidiary Guarantor to the Trustee or such
Noteholder, the Subsidiary Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each of the Subsidiary Guarantors
hereby agrees that, in the event of default in the payment of principal (or
premium, if any) or interest on such Notes, whether at their Stated Maturity, by
acceleration, called for redemption, purchase or otherwise, legal proceedings
may be instituted by the Trustee on behalf of, or by, the Holder of such Notes,
subject to the terms and conditions set forth in this Indenture, directly
against each of the Subsidiary Guarantors to enforce the Subsidiary Guarantee
without first proceeding against the Company. Each Subsidiary Guarantor agrees
that if, after the occurrence and during the continuance of an Event of Default,
the Trustee or any Holders are prevented by applicable law from exercising their
respective rights to accelerate the maturity of the Notes, to collect interest
on the Notes, or to enforce any other right or remedy with respect to the Notes,
the Subsidiary Guarantors agree to pay to the Trustee for the account of the
Holders, upon demand therefor, the amount that would otherwise have been due and
payable had such rights and remedies been permitted to be exercised by the
Trustee or any of the Holders.

     SECTION 11.02. Subordination of Subsidiary Guarantee.

     The obligations of each Subsidiary Guarantor to the Holders of the Notes
and to the Trustee pursuant to the Subsidiary Guarantee and this Indenture are
expressly subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness of such Subsidiary Guarantor, to the extent and
in the manner provided in Article Twelve.

     SECTION 11.03. Severability.

     In case any provision of the Subsidiary Guarantee shall be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     SECTION 11.04. Release of Subsidiary Guarantor from the Subsidiary
Guarantee.

     Upon the sale or disposition (whether by merger, stock purchase, asset sale
or otherwise) of a Subsidiary Guarantor (or all or substantially all of its
assets) to an entity which is not the Company or a Subsidiary or Affiliate of
the Company and which sale or disposition is otherwise in compliance with the
terms of this Indenture or pursuant to a foreclosure on the capital stock of
such Subsidiary Guarantor in accordance with the Credit Facility, such
Subsidiary Guarantor shall be deemed released from all obligations under this
Article Eleven without any further action required on the part of the Trustee or
any Holder.

     The Trustee shall deliver an appropriate instrument evidencing such release
upon receipt of a request by the Company accompanied by an Officers' Certificate
certifying as to the compliance with this Section 11.04.

     SECTION 11.05. Limitation on Amount Guaranteed; Contribution by Subsidiary
Guarantors.

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     (a) Anything contained in this Indenture or the Subsidiary Guaranty to the
contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter
defined) is determined by a court of competent jurisdiction to be applicable to
the obligations of any Subsidiary Guarantor under the Subsidiary Guarantee, such
obligations of such Subsidiary Guarantor under the Subsidiary Guarantee shall be
limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations under the Subsidiary Guarantee subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the United
States Code or any applicable provisions of comparable state law (collectively,
the "Fraudulent Transfer Laws"), in each case after giving effect to all other
liabilities of such Subsidiary Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Subsidiary Guarantor (x) in respect of intercompany
Indebtedness to Company or other Affiliates of Company to the extent that such
Indebtedness would be discharged in an amount equal to the amount paid by such
Subsidiary Guarantor under the Subsidiary Guaranty and (y) under any Guarantee
of Subordinated Indebtedness which Guarantee contains a limitation as to maximum
amount similar to that set forth in this subsection 11.05(a), pursuant to which
the liability of such Subsidiary Guarantor under the Subsidiary Guarantee is
included in the liabilities taken into account in determining such maximum
amount) and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, reimbursement, indemnification or contribution of such Subsidiary
Guarantor pursuant to applicable law or pursuant to the terms of any agreement
(including without limitation any such right of contribution under subsection
11.05(b)).

     (b) The Subsidiary Guarantors together desire to allocate among themselves
in a fair and equitable manner, their obligations arising under the Subsidiary
Guarantee. Accordingly, if any payment or distribution is made on any date by
any Subsidiary Guarantor under the Subsidiary Guarantee (a "Funding Subsidiary
Guarantor") that exceeds its Fair Share (as defined below) as of such date, that
Funding Subsidiary Guarantor shall be entitled to a contribution from each of
the other Subsidiary Guarantors in the amount of such other Subsidiary
Guarantor's Fair Share Shortfall (as defined below) as of such date, with the
result that all such contributions will cause each Subsidiary Guarantor's
Aggregate Payments (as defined below) to equal its Fair Share as of such date.
"Fair Share" means, with respect to a Subsidiary Guarantor as of any date of
determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum
Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the
aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary
Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or
before such date by all Funding Subsidiary Guarantors under the Subsidiary
Guarantee in respect of the obligations guarantied. "Fair Share Shortfall"
means, with respect to a Subsidiary Guarantor as of any date of determination,
the excess, if any, of the Fair Share of such Subsidiary Guarantor over the
Aggregate Payments of such Subsidiary Guarantor. "Adjusted Maximum Amount"
means, with respect to a Subsidiary Guarantor as of any date of determination,
the maximum aggregate amount of the obligations of such Subsidiary Guarantor
under the Subsidiary Guarantee, determined as of such date in accordance with
subsection 11.05(a); provided that, solely for purposes of calculating the
Adjusted Maximum Amount with respect to any Subsidiary Guarantor for purposes of
this subsection 11.05(b), any assets or liabilities of such Subsidiary Guarantor
arising by virtue of any rights to subrogation, reimbursement or indemnification
or any rights to or obligations of contribution hereunder shall not be
considered as assets or liabilities of such Subsidiary

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Guarantor. "Aggregate Payments" means, with respect to a Subsidiary Guarantor as
of any date of determination, an amount equal to (i) the aggregate amount of all
payments and distributions made on or before such date by such Subsidiary
Guarantor in respect of the Subsidiary Guarantee (including, without limitation,
in respect of this subsection 11.05(b) minus (ii) the aggregate amount of all
payments received on or before such date by such Subsidiary Guarantor from the
other Subsidiary Guarantors as contributions under this subsection 11.05(b)).
The amounts payable as contributions hereunder shall be determined as of the
date on which the related payment or distribution is made by the applicable
Funding Subsidiary Guarantor. The allocation among Subsidiary Guarantors of
their obligations as set forth in this subsection 11.05(b) shall not be
construed in any way to limit the liability of any Subsidiary Guarantor under
this Indenture or under the Subsidiary Guaranty.

     SECTION 11.06. Waiver of Subrogation.

     Until payment in full is made of the Notes and all other obligations of the
Company to the Holders or the Trustee hereunder and under the Notes, each
Subsidiary Guarantor hereby irrevocably waives any claim or other rights which
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Subsidiary Guarantor's
obligations under the Subsidiary Guarantee and this Indenture, including without
limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or any other manner, payment
or security on account of such claim or other rights. If any amount shall be
paid to any Subsidiary Guarantor in violation of the preceding sentence and the
Notes shall not have been paid in full, such amount shall have been deemed to
have been paid to such Subsidiary Guarantor for the benefit of, and held in
trust for the benefit of, the Holders of the Notes, and shall forthwith be paid
to the Trustee for the benefit of such Holders to be credited and applied upon
the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Each Subsidiary Guarantor acknowledges that it will receive direct
and indirect benefits from the financing arrangements contemplated by this
Indenture and that the waiver set forth in this Section 11.06 is knowingly made
in contemplation of such benefits.

     SECTION 11.07. Execution of Subsidiary Guarantee.

     To evidence its guarantee to the Noteholders set forth in this Article
Eleven, each Subsidiary Guarantor hereby agrees to execute the Subsidiary
Guarantee in substantially the form included in Exhibits A and Exhibit B, which
shall be endorsed on such Note ordered to be authenticated and delivered by the
Trustee. Each Subsidiary Guarantor hereby agrees that the Subsidiary Guarantee
set forth in this Article Eleven shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of the Subsidiary
Guarantee. The Subsidiary Guarantee shall be signed on behalf of each Subsidiary
Guarantor by one Officer of such Subsidiary Guarantor (each of whom shall, in
each case, have been duly authorized by all requisite corporate actions) prior
to the authentication of the Note on which it is endorsed, and the delivery of
such Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantee on behalf of such Subsidiary
Guarantor.

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Such signatures upon the Subsidiary Guarantee may be by manual or facsimile
signature of such officers and may be imprinted or otherwise reproduced on the
Subsidiary Guarantee, and in case any such Officer who shall have signed the
Subsidiary Guarantee shall cease to be such officer before the Note on which the
Subsidiary Guarantee is endorsed shall have been authenticated and delivered by
the Trustee or disposed of by the Company, such Note nevertheless may be
authenticated and delivered or disposed of as though the person who signed the
Subsidiary Guarantee had not ceased to be such Officer of such Subsidiary
Guarantor.

     SECTION 11.08. Waiver of Stay, Extension or Usury Laws.

     Each Subsidiary Guarantor jointly and severally covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law that would prohibit or forgive such
Subsidiary Guarantor from performing the Subsidiary Guarantee as contemplated
herein, wherever enacted, now or at any time hereafter in force, or which may
affect the covenants or the performance of this Indenture; and (to the extent
that it may lawfully do so) each Subsidiary Guarantor hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

     SECTION 11.09. Effectiveness of Subsidiary Guarantee.

     The Subsidiary Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Company for
liquidation or reorganization, should the Company become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Company's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes, is,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes, whether as a "voidable
preference," "fraudulent transfer," or otherwise, all as though such a payment
or performance had not been made. If any payments, or any part thereof, is
rescinded, reduced, restored or returned, the Notes shall, to the fullest extent
permitted by law, be reinstituted and deemed reduced only by such amount paid
and not so rescinded, reduced, restored or returned.

                                 ARTICLE TWELVE

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

     SECTION 12.01. Subsidiary Guarantee Obligations Subordinated to Senior
Indebtedness of Subsidiary Guarantors.

     Each Subsidiary Guarantor covenants and agrees, and each Holder of the
Notes, by its acceptance thereof, likewise covenants and agrees, that any
payment of obligations by each Subsidiary Guarantor in respect of the Subsidiary
Guarantee (its "Subsidiary Guarantee Obligations") shall be made subject to the
provisions of this Article Twelve, and each Person

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holding any Note, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that the payment of all such Subsidiary
Guarantor's Subsidiary Guarantee Obligations shall, to the extent and in the
manner herein set forth, be subordinated and junior in right of payment to the
prior payment in full in cash of all Obligations in respect of such Subsidiary
Guarantor's Senior Indebtedness, including principal, premium (if any) or
interest (including post-petition interest) thereon, that the subordination is
for the benefit of, and shall be enforceable directly by, the holders of such
Subsidiary Guarantor's Senior Indebtedness, and that each holder of any
Subsidiary Guarantor's Senior Indebtedness whether now outstanding or hereafter
created, incurred, assumed or guaranteed shall be deemed to have acquired such
Subsidiary Guarantor's Senior Indebtedness in reliance upon the covenants and
provisions contained in this Indenture and the Notes. Only Indebtedness of a
Subsidiary Guarantor that is Senior Indebtedness of such Subsidiary Guarantor
will rank senior to the Subsidiary Guarantee of such Subsidiary Guarantor in
accordance with the provisions of the Indenture. A Subsidiary Guarantee will in
all respects rank pari passu with all other Senior Subordinated Indebtedness of
the Subsidiary Guarantor to which it relates. Unsecured Indebtedness is not
deemed to be subordinated or junior to secured Indebtedness merely because it is
unsecured.

     SECTION 12.02. No Payment on Notes in Certain Circumstances.

     (a) No Subsidiary Guarantor may, and no other Person on behalf of such
Subsidiary Guarantor may, make any payment with respect to the Subsidiary
Guarantee or make any deposit pursuant to Article Eight above (collectively,
"pay the Subsidiary Guarantee") if (i) any amount of principal, interest or
other payments due under any Designated Senior Indebtedness of such Subsidiary
Guarantor or the Company has not been paid when due beyond any applicable grace
period whether at maturity, upon redemption, by declaration or otherwise or (ii)
any other default on Designated Senior Indebtedness of such Subsidiary Guarantor
or the Company occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, the default has
been cured or waived in writing and any such acceleration has been rescinded or
such Designated Senior Indebtedness has been paid in full, after which such
Subsidiary Guarantor shall resume making any and all required payments in
respect of the Subsidiary Guaranty, including any missed payments. However, a
Subsidiary Guarantor may pay the Subsidiary Guarantee without regard to the
foregoing if such Subsidiary Guarantor and the Trustee receive written notice
approving such payment from the Representative of the Designated Senior
Indebtedness guaranteed by such Subsidiary Guarantor with respect to which
either of the events set forth in clause (i) or (ii) of the immediately
preceding sentence has occurred and is continuing, after which such Subsidiary
Guarantor shall resume making any and all required payments in respect of the
Subsidiary Guaranty, including any missed payments. During the continuance of
any default (other than a default described in clause (i) or (ii) of the second
preceding sentence) with respect to any Designated Senior Indebtedness of a
Subsidiary Guarantor or the Company pursuant to which the maturity thereof may
be accelerated either immediately without further notice (except such notice as
may be required to effect such acceleration) or upon the expiration of any
applicable grace periods, such Subsidiary Guarantor may not pay the Subsidiary
Guarantee for a period (a "Payment Blockage Period") commencing upon the receipt
by the Trustee (with a copy to such Subsidiary Guarantor) of written notice (a
"Blockage Notice") of such default from the Representative of the holders of
such Designated Senior Indebtedness of such Subsidiary Guarantor or the Company
specifying an election to effect a Payment Blockage Period and ending 179 days
thereafter (or earlier if such

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Payment Blockage Period is terminated (A) by written notice to the Trustee and
such Subsidiary Guarantor from the Person or Persons who gave such Blockage
Notice (solely as evidenced by written notice to the Trustee by the
Representative of such Designated Senior Indebtedness which notice shall be
promptly delivered), (B) because the default giving rise to such Blockage Notice
is no longer continuing or (C) because such Designated Senior Indebtedness of
such Subsidiary Guarantor and the related Designated Senior Indebtedness of the
Company has been repaid in full). Notwithstanding the provisions described in
the immediately preceding sentence (but subject to the provisions contained in
the first sentence of this paragraph), unless the holders of such Designated
Senior Indebtedness of such Subsidiary Guarantor or the Company or the
Representative of such holders has accelerated the maturity of such Designated
Senior Indebtedness of such Subsidiary Guarantor or the Company, such Subsidiary
Guarantor may resume payments on the Subsidiary Guarantee after the end of such
Payment Blockage Period including any missed payments. The Subsidiary Guarantee
shall not be subject to more than one Payment Blockage Period in any consecutive
360-day period, irrespective of the number of defaults with respect to
Designated Senior Indebtedness guaranteed by such Subsidiary Guarantor during
such period. No default which exists or was continuing on the date of
commencement of any Blockage Period with respect to the Designated Senior
Indebtedness of a Subsidiary Guarantor or the Company under this Section 12.02
shall be, or shall be made, the basis for the commencement of a second Blockage
Period by the Representative of such Designated Senior Indebtedness of such
Subsidiary Guarantor whether or not within a period of 360 consecutive days
unless such default shall have been cured or waived in writing for a period of
not less than 90 consecutive days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period commencing after
the date of commencement of such Blockage Period that, in either case, would
give rise to a default pursuant to any provisions under which a default
previously existed or was continuing shall constitute a new default for this
purpose).

     (b) If, notwithstanding the foregoing, any payment shall be received by the
Trustee or any Holder when such payment is prohibited by Section 12.02(a), such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of such Subsidiary Guarantor's Senior Indebtedness
(pro rata to such holders on the basis of the respective amount of such
Subsidiary Guarantor's Senior Indebtedness held by such holders) or their
respective Representatives, as their respective interests may appear. The
Trustee shall be entitled to rely on information regarding amounts then due and
owing on such Subsidiary Guarantor's Senior Indebtedness, if any, received from
the holders of such Subsidiary Guarantor's Senior Indebtedness (or their
Representatives) or, if such information is not received from such holders or
their Representatives, from such Subsidiary Guarantor and only amounts included
in the information provided to the Trustee shall be paid to the holders of such
Subsidiary Guarantor's Senior Indebtedness.

     The provisions of this Section shall not apply to any payment with respect
to which Section 12.03 would be applicable.

     Nothing contained in this Article Twelve shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Senior Indebtedness of the Company thereafter due
or declared to be due shall first be paid in full in cash or before the

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Holders are entitled to receive any payment of any kind or character with
respect to Obligations on the Notes.

     SECTION 12.03. Payment Over of Proceeds upon Dissolution, Etc.

     (a) Upon any payment or distribution of assets of any Subsidiary Guarantor
of any kind or character, whether in cash, property or securities, to creditors
upon any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of such
Subsidiary Guarantor or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to such Subsidiary Guarantor
or its property, whether voluntary or involuntary, all Obligations due or to
become due upon all of such Subsidiary Guarantor's Senior Indebtedness shall
first be paid in full in cash, or such payment duly provided for to the
satisfaction of the holders of such Subsidiary Guarantor's Senior Indebtedness,
before any payment or distribution of any kind or character is made on account
of any Obligations with respect to the Subsidiary Guarantee of such Subsidiary
Guarantor, or for the acquisition of such Subsidiary Guarantee for cash or
property or otherwise. Upon any such total or partial liquidation, dissolution,
winding-up, reorganization, assignment for the benefit of creditors or
marshaling of assets of such Subsidiary Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding, any
payment or distribution of assets of such Subsidiary Guarantor of any kind or
character, whether in cash, property or securities, to which the Holders of the
Notes or the Trustee under this Indenture would be entitled, except for the
provisions hereof, shall be paid by such Subsidiary Guarantor or by any
receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders or by the Trustee under
this Indenture if received by them, directly to the holders of such Subsidiary
Guarantor's Senior Indebtedness (pro rata to such holders on the basis of the
respective amounts of such Subsidiary Guarantor's Senior Indebtedness held by
such holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Subsidiary Guarantor's Senior
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of such Subsidiary Guarantor's Senior Indebtedness
remaining unpaid until all such Subsidiary Guarantor's Senior Indebtedness has
been paid in full in cash after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Subsidiary
Guarantor's Senior Indebtedness.

     (b) To the extent any payment of any Subsidiary Guarantor's Senior
Indebtedness (whether by or on behalf of such Subsidiary Guarantor, as proceeds
of security or enforcement of any right of setoff or otherwise) is declared to
be fraudulent or preferential, set aside or required to be paid to any receiver,
trustee in bankruptcy, liquidating trustee, agent or other similar Person under
any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee, agent or other similar Person, such
Subsidiary Guarantor's Senior Indebtedness or part thereof originally intended
to be satisfied shall be deemed to be reinstated and outstanding as if such
payment had not occurred.

     (c) If, notwithstanding the foregoing, any payment or distribution of
assets of any Subsidiary Guarantor of any kind or character, whether in cash,
property or securities, shall be received by any Holder or the Trustee when such
payment or distribution is prohibited by this

                                       93

Section 12.03, such payment or distribution shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such
Subsidiary Guarantor's Senior Indebtedness (pro rata to such holders on the
basis of the respective amount of such Subsidiary Guarantor's Senior
Indebtedness held by such holders) or their respective Representatives, or to
the trustee or trustees under any indenture pursuant to which any of such
Subsidiary Guarantor's Senior Indebtedness may have been issued, as their
respective interests may appear, for application to the payment of such
Subsidiary Guarantor's Senior Indebtedness remaining unpaid until all such
Subsidiary Guarantor's Senior Indebtedness has been paid in full in cash, after
giving effect to any concurrent payment, distribution or provision therefor to
or for the holders of such Subsidiary Guarantor's Senior Indebtedness.

     (d) The consolidation of any Subsidiary Guarantor with, or the merger of
any Subsidiary Guarantor with or into, another corporation or the liquidation or
dissolution of any Subsidiary Guarantor following the conveyance or transfer of
all or substantially all of its assets, to another corporation upon the terms
and conditions provided in Article Five hereof and as long as permitted under
the terms of such Subsidiary Guarantor's Senior Indebtedness shall not be deemed
a dissolution, winding-up, liquidation or reorganization for the purposes of
this Section if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, assume such Subsidiary Guarantor's obligations
hereunder in accordance with Article Five hereof.

     SECTION 12.04. Payments May Be Paid Prior to Dissolution.

     Nothing contained in this Article Twelve or elsewhere in this Indenture
shall prevent (i) any Subsidiary Guarantor, except under the conditions
described in Sections 12.02 and 12.03, from making payments at any time for the
purpose of making payments in respect of this Subsidiary Guarantee, or from
depositing with the Trustee any moneys for such payments, or (ii) in the absence
of actual knowledge by the Trustee that a given payment would be prohibited by
Section 12.02 or 12.03, the application by the Trustee of any moneys deposited
with it for the purpose of making such payments to the Holders entitled thereto
unless at least two Business Days prior to the date upon which such payment
would otherwise become due and payable a Trust Officer shall have actually
received the written notice provided for in the third sentence of Section
12.02(a) or in Section 12.07 (provided that, notwithstanding the foregoing, such
application shall otherwise be subject to the provisions of the first sentence
of Section 12.02(a), 12.02(b) and Section 12.03). Each Subsidiary Guarantor
shall give prompt written notice to the Trustee of any dissolution, winding-up,
liquidation or reorganization of such Subsidiary Guarantor.

     SECTION 12.05. Subrogation.

     Subject to the payment in full in cash of all Subsidiary Guarantor Senior
Indebtedness, the Holders of the Obligations of any Subsidiary Guarantor shall
be subrogated to the rights of the holders of such Subsidiary Guarantor's Senior
Indebtedness to receive payments or distributions of cash, property or
securities of such Subsidiary Guarantor applicable to such Subsidiary
Guarantor's Senior Indebtedness until the Obligations of such Subsidiary
Guarantor under the Subsidiary Guarantee shall be paid in full; and, for the
purposes of such subrogation, no such payments or distributions to the holders
of such Subsidiary Guarantor's Senior

                                       94

Indebtedness by or on behalf of such Subsidiary Guarantor or by or on behalf of
the Holders by virtue of this Article Twelve which otherwise would have been
made to the Holders shall, as between such Subsidiary Guarantor and the Holders
of such Subsidiary Guarantor's Obligations, be deemed to be a payment by such
Subsidiary Guarantor to or on account of such Subsidiary Guarantor's Senior
Indebtedness, it being understood that the provisions of this Article Twelve are
and are intended solely for the purpose of defining the relative rights of the
Holders of such Subsidiary Guarantor's Obligations, on the one hand, and the
holders of such Subsidiary Guarantor's Senior Indebtedness, on the other hand.

     If any payment or distribution to which the Holders would otherwise have
been entitled but for the application of the provisions of this Article Twelve
shall have been applied, pursuant to the provisions of this Article Twelve, to
the payment of amounts payable under Senior Indebtedness of any Subsidiary
Guarantor, then the Holders shall be entitled to receive from the holders of
such Senior Indebtedness any payments or distributions received by such holders
of Senior Indebtedness in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full in cash.

     SECTION 12.06. Obligations of Subsidiary Guarantor Unconditional.

     Nothing contained in this Article Twelve or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Subsidiary Guarantors,
their respective creditors other than the holders of such Subsidiary Guarantor's
Senior Indebtedness, and the Holders, the obligation of such Subsidiary
Guarantor, which is absolute and unconditional, to pay to the Holders the
Subsidiary Guarantee Obligations as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Holders and creditors of such Subsidiary Guarantor other
than the holders of such Subsidiary Guarantor's Senior Indebtedness, nor shall
anything herein or therein prevent the Holder of any Note or the Trustee on its
behalf from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, in respect of cash,
property or securities of such Subsidiary Guarantor received upon the exercise
of any such remedy.

     SECTION 12.07. Notice to Trustee.

     Each Subsidiary Guarantor shall give prompt written notice to the Trustee
of any fact known to such Subsidiary Guarantor which would prohibit the making
of any payment to or by the Trustee in respect of the Subsidiary Guarantee or
the Notes pursuant to the provisions of this Article Twelve. Regardless of
anything to the contrary contained in this Article Twelve or elsewhere in this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any default or event of default with respect to any Subsidiary Guarantor's
Senior Indebtedness or of any other facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
notice in writing from such Subsidiary Guarantor or from a holder of such
Subsidiary Guarantor's Senior Indebtedness or a Representative therefor, and,
prior to the receipt of any such written notice, the Trustee shall be entitled
to assume (in the absence of actual knowledge to the contrary) that no such
facts exist.

     If the Trustee determines in good faith that any evidence is required with
respect to the right of any Person as a holder of such Subsidiary Guarantor's
Senior Indebtedness to

                                       95

participate in any payment or distribution pursuant to this Article Twelve, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amounts of such Subsidiary Guarantor's
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article Twelve, and if such
evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     SECTION 12.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

     Upon any payment or distribution of assets of any Subsidiary Guarantor
referred to in this Article Twelve, the Trustee, subject to the provisions of
Article Seven hereof, and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending so long as such order
gives effect to the provisions of this Article Twelve, or upon a certificate of
the receiver, trustee in bankruptcy, liquidating trustee, receiver, assignee for
the benefit of creditors, agent or other person making such payment or
distribution, delivered to the Trustee or the Holders of the Notes, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of each Subsidiary Guarantor's Senior Indebtedness and
other Indebtedness of any Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Twelve.

     SECTION 12.09. Trustee's Relation to Subsidiary Guarantor's Senior
Indebtedness.

     The Trustee, any agent of the Trustee and any agent of any Subsidiary
Guarantor shall be entitled to all the rights set forth in this Article Twelve
with respect to the respective Subsidiary Guarantor's Senior Indebtedness which
may at any time be held by it in its individual or any other capacity to the
same extent as any other holder of the respective Subsidiary Guarantor's Senior
Indebtedness and nothing in this Indenture shall deprive the Trustee or any such
agent of any of its rights as such holder.

     With respect to the holders of the respective Subsidiary Guarantor's Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Twelve,
and no implied covenants or obligations with respect to the holders of the
respective Subsidiary Guarantor's Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of any Subsidiary Guarantor's Senior Indebtedness.

     Whenever a distribution is to be made or a notice given to holders or
owners of any Subsidiary Guarantor's Senior Indebtedness, the distribution may
be made and the notice may be given to their Representative, if any.

                                       96

     SECTION 12.10. Subordination Rights Not Impaired by Acts or Omissions of
Subsidiary Guarantors or Holders of Subsidiary Guarantors' Senior Indebtedness.

     No right of any present or future holders of any Subsidiary Guarantor's
Senior Indebtedness to enforce subordination as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of such Subsidiary Guarantor or by any act or failure to act, in good
faith, by any such holder, or by any noncompliance by such Subsidiary Guarantor
with the terms of this Indenture, regardless of any knowledge thereof which any
such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of any Subsidiary Guarantor's Senior Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee, without
incurring responsibility to the Trustee or the Holders of the Notes and without
impairing or releasing the subordination provided in this Article Twelve or the
obligations hereunder of the Holders of the Notes to the holders of such
Subsidiary Guarantor's Senior Indebtedness, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, such Subsidiary Guarantor's Senior Indebtedness, or
otherwise amend or supplement in any manner such Subsidiary Guarantor's Senior
Indebtedness, or any instrument evidencing the same or any agreement under which
such Subsidiary Guarantor's Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Subsidiary Guarantor's Senior Indebtedness; (iii)
release any Person liable in any manner for the payment or collection of such
Subsidiary Guarantor's Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against such Subsidiary Guarantor and any other Person.

     SECTION 12.11. Noteholders Authorize Trustee To Effectuate Subordination of
Notes.

     Each Holder of Notes by its acceptance of them authorizes and expressly
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of each Subsidiary Guarantor's
Senior Indebtedness and the Holders of Notes, the subordination provided in this
Article Twelve, and appoints the Trustee its attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, liquidation or
reorganization of such Subsidiary Guarantor (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of creditors or otherwise) tending towards liquidation of the
business and assets of such Subsidiary Guarantor, the filing of a claim for the
unpaid balance of its Notes and accrued interest in the form required in those
proceedings.

     If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of each Subsidiary Guarantor's
Senior Indebtedness or their Representative are or is hereby authorized to have
the right to file and are or is hereby authorized to file an appropriate claim
for and on behalf of the Holders of said Notes. Nothing herein contained shall
be deemed to authorize the Trustee or the holders of any Subsidiary Guarantor's
Senior Indebtedness or their respective Representatives to authorize or consent
to or accept or adopt on

                                       97

behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof, or to
authorize the Trustee or the holders of any Subsidiary Guarantor's Senior
Indebtedness or their Representatives to vote in respect of the claim of any
Holder in any such proceeding.

     SECTION 12.12. This Article Twelve Not To Prevent Events of Default.

     The failure to make a payment on account of Obligations of any Subsidiary
Guarantor by reason of any provision of this Article Twelve will not be
construed as preventing the occurrence of an Event of Default. Nothing contained
in this Article Twelve shall limit the right of the Trustee or the Holders to
take any action or accelerate the maturity of the Notes pursuant to Article Six
or to pursue any rights or remedies hereunder or under applicable law, subject
to the rights, if any, under this Article Twelve of the holders from time to
time, of Senior Indebtedness of any Subsidiary Guarantor.

                                ARTICLE THIRTEEN

                                 MISCELLANEOUS

     SECTION 13.01. TIA Controls.

     If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the required provision shall control.

     SECTION 13.02. Notices.

     Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
commercial courier service, by telex, by telecopier or registered or certified
mail, postage prepaid, return receipt requested, addressed as follows:

          if to the Company or any Subsidiary Guarantor:

          Terex Corporation
          500 Post Road East
          Westport, CT 06880
          Facsimile No.: (203) 227-1647
          Telephone: (203) 222-7170
          Attn: General Counsel

          with a copy to:

          Bryan Cave LLP
          1290 Avenue of the Americas
          New York, NY 10104
          Facsimile No.: (212) 541-1360

                                       98

          Telephone: (212) 541-2000
          Attn: Stuart A. Gordon, Esq.

          if to the Trustee:

          HSBC Bank USA
          452 Fifth Avenue
          New York, NY 10018
          Facsimile No.: (212) 525-1300
          Telephone No.: (212) 525-1349
          Attn: Issuer Services

          if to the Senior Credit Facility Representative:

          Credit Suisse First Boston
          Eleven Madison Avenue - 20th Floor
          New York, NY 10010
          Facsimile No.: (212) 325-8304
          Telephone No.: (212) 325-2000
          Attn: Syndication/Agency Department

     Each of the Company, the Subsidiary Guarantors, the Trustee, and the Senior
Credit Facility Representative by written notice to each other such Person may
designate additional or different addresses for notices to such Person. Any
notice or communication to the Company, the Subsidiary Guarantors, the Trustee
and the Senior Credit Facility Representative shall be deemed to have been given
or made as of the date so delivered if personally delivered; when receipt is
confirmed if delivered by commercial courier service; when receipt is
acknowledged, if faxed; and five (5) calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

     Any notice or communication mailed to a Holder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

     SECTION 13.03. Communications by Holders with Other Holders.

     Holders may communicate pursuant to the TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Subsidiary Guarantors, the Trustee, the Registrar and any other
Person shall have the protection of the TIA Section 312(c).

     SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

                                       99

     Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall furnish
to the Trustee:

          (1) an Officers' Certificate, in form and substance satisfactory to
     the Trustee, stating that, in the opinion of the signers, all conditions
     precedent to be performed by the Company, if any, provided for in this
     Indenture relating to the proposed action have been complied with; and

          (2) an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent to be performed by the Company, if
     any, provided for in this Indenture relating to the proposed action have
     been complied with.

     SECTION 13.05. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.06, shall include:

          (1) a statement that the Person making such certificate or opinion has
     read such covenant or condition and the definitions relating thereto;

          (2) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3) a statement that, in the opinion of such Person, he has made such
     examination or investigation as is reasonably necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

          (4) a statement as to whether or not, in the opinion of each such
     Person, such condition or covenant has been complied with;

          provided, that with respect to matters of fact, an Opinion of Counsel
     may rely on an Officers' Certificate or a certificate of an appropriate
     public official.

     SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.

     The Trustee may make reasonable rules in accordance with the Trustee's
customary practices for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.

     SECTION 13.07. Legal Holidays.

     A "Legal Holiday" used with respect to a particular place of payment is a
Saturday, a Sunday or a day on which banking institutions in New York, New York
or at such place of payment are not required to be open. If a payment date is a
Legal Holiday at such place,

                                       100

payment may be made at such place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

     SECTION 13.08. Governing Law.

     THIS INDENTURE AND THE NOTES (AND THE SUBSIDIARY GUARANTEES RELATING
THERETO) SHALL BE GOVERNED BY AND CONSTRUED 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 CONFLICT OF LAWS. EACH OF THE
PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE.

     SECTION 13.09. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

     SECTION 13.10. No Recourse Against Others.

     No past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company, any Subsidiary Guarantor or of the
Trustee shall have any liability for any obligations of the Company under the
Notes or this Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

     SECTION 13.11. Successors.

     All agreements of the Company and the Subsidiary Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee in this Indenture shall bind its successors.

     SECTION 13.12. Duplicate Originals.

     All parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together shall represent the same
agreement.

     SECTION 13.13. Severability.

     In case any one or more of the provisions in this Indenture or in the Notes
shall be held invalid, illegal or unenforceable, in any respect for any reason,
the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall be
enforceable to the full extent permitted by law.

                                       101

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms of provisions hereof.

                                       102

                                   SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the date first written above.

                         Issuer:



                         TEREX CORPORATION


                         By:  /s/  Eric I Cohen
                         -------------------------------------------

                         Name: Eric I Cohen
                         Title: Senior Vice President

                         Subsidiary Guarantors:

                         KOEHRING CRANES, INC.
                         PAYHAULER CORP.
                         PPM CRANES, INC.
                         TEREX CRANES, 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
                         POWERSCREEN NORTH AMERICA, INC.
                         POWERSCREEN USA, LLC
                         ROYER INDUSTRIES, INC.
                         TEREX BARTELL, INC.
                         TEREX MINING EQUIPMENT, INC.
                         CMI TEREX CORPORATION
                         CMI DAKOTA COMPANY
                         CMIOIL CORPORATION
                         FUCHS TEREX, INC.
                         GENIE ACCESS SERVICES, INC.
                         GENIE CHINA, INC.
                         GENIE FINANCIAL SERVICES, INC.
                         GENIE HOLDINGS, INC.
                         GENIE INDUSTRIES, INC.
                         GENIE INTERNATIONAL, INC.
                         GENIE MANUFACTURING, INC.
                         GFS COMMERCIAL LLC
                         GFS NATIONAL, INC.
                         GO CREDIT CORPORATION
                         LEASE SERVICING & FUNDING CORP.
                         PRODUCT SUPPORT, INC.
                         SCHAEFF INCORPORATED
                         SPINNAKER INSURANCE COMPANY
                         TELELECT SOUTHEAST DISTRIBUTION, INC.
                         TEREX ADVANCE MIXER, INC.
                         TEREX FINANCIAL SERVICES, INC.
                         TEREX UTILITIES, INC.
                         TEREX UTILITIES SOUTH, INC.
                         UTILITY EQUIPMENT, INC.


                         By:  /s/  Eric I Cohen
                            ---------------------------------------
                            Name: Eric I Cohen
                            Title: Senior Vice President

                         Trustee:

                         HSBC BANK USA, as Trustee


                         By:  /s/  Marcia Markowski
                            --------------------------------------
                            Name: Marcia Markowski
                            Title: Vice President
<PAGE>

                                                 RULE 144A/REGULATION S APPENDIX


            FOR OFFERINGS TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT
                TO RULE 144A AND TO CERTAIN PERSONS IN OFFSHORE
                    TRANSACTIONS IN RELIANCE ON REGULATION S

                     PROVISIONS RELATING TO INITIAL NOTES,
                     -------------------------------------
                             PRIVATE EXCHANGE NOTES
                             ----------------------
                               AND EXCHANGE NOTES
                               ------------------


     1. Definitions.

     1.1 Definitions.

     For the purposes of this Appendix the following terms shall have the
meanings indicated below, provided that all capitalized terms used but not
defined shall have the meanings given such terms in the Indenture:

     "Depositary" means The Depository Trust Company, its nominees and their
respective successors and assigns.

     "Exchange Notes" means (i) the 7-3/8% Senior Subordinated Notes due 2014 to
be issued pursuant to this Indenture in connection with a Registered Exchange
Offer pursuant to a Registration Rights Agreement and (ii) Additional Notes, if
any, issued in the form of 7-3/8% Senior Subordinated Notes due 2014 pursuant to
a registration statement filed with the SEC under the Securities Act.

     "Initial Purchasers" means (i) with respect to the Initial Notes issued on
November 25, 2003, Credit Suisse First Boston LLC, Citigroup Global Markets
Inc., ABN AMRO Incorporated, Banc of America Securities LLC, Credit Lyonnais
Securities (USA) Inc., Dresdner Kleinwort Wasserstein Securities and (ii) with
respect to each issuance of Additional Notes, the Persons purchasing such
Additional Notes under the related Purchase Agreement.

     "Initial Notes" means (i) $300,000,000 principal amount of 7-3/8% Senior
Subordinated Notes due 2014, issued on November 25, 2003 and (ii) Additional
Notes, if any, issued in the form of 7-3/8% Senior Subordinated Notes due 2014
in a transaction exempt from the registration requirements of the Securities
Act.

     "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount
of Private Exchange Notes.

     "Private Exchange Notes" means the 7-3/8% Senior Subordinated Private
Exchange Notes due 2014, if any, to be issued pursuant to this Indenture to the
Initial Purchasers in a Private Exchange.

     "Purchase Agreement" means (i) with respect to the Initial Notes issued on
November 25, 2003, the Purchase Agreement dated November 10, 2003, among the
Company, the Subsidiary Guarantors and the initial purchasers named therein and
(ii) with respect to each issuance of Additional Notes, the purchase agreement
or underwriting agreement among the Company, the Subsidiary Guarantors and the
Persons purchasing such Additional Notes.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Registered Exchange Offer" means the offer by the Company, pursuant to a
Registration Rights Agreement, to certain Holders of Initial Notes, to issue and
deliver to such Holders, in exchange for such Initial Notes, a like aggregate
principal amount of Exchange Notes registered under the Securities Act.

     "Registration Rights Agreement" means (i) with respect to the Initial Notes
issued on November 25, 2003, the Registration Rights Agreement dated November
25, 2003 among the Company, the Subsidiary Guarantors and the initial purchasers
named therein, and (ii) with respect to each issuance of Additional Notes issued
in a transaction exempt from the registration requirements of the Securities
Act, the registration rights agreement, if any, among the Company, the
guarantors thereunder and the Persons purchasing such Additional Notes under the
related Purchase Agreement.

     "Securities" means the Initial Notes, the Exchange Notes and the Private
Exchange Notes, treated as a single class.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depositary), or any successor person thereto and
shall initially be the Trustee.

     "Shelf Registration Statement" means the shelf registration statement
issued by the Company, in connection with the offer and sale of Initial Notes,
Exchange Notes or Private Exchange Notes, pursuant to a Registration Rights
Agreement.

     "Transfer Restricted Securities" means Securities that bear or are required
to bear the legend set forth in Section 2.3(b) hereto.

     1.2 Other Definitions

          Term                               Defined in Section:
          ----                               ------------------
          "Agent Members"..............           2.1(b)
          "Global Security"............           2.1(a)
          "Regulation S"...............           2.1(a)
          "Rule 144A"..................           2.1(a)

     2. The Securities.

     2.1 Form and Dating.

     On November 25, 2003, $300,000,000 of the Initial Notes are being offered
and sold by the Company pursuant to the Purchase Agreement.

     (a) Global Securities. Initial Notes sold in offshore transactions in
reliance on Regulation S under the Securities Act ("Regulation S") will
initially be represented by one or more temporary global notes in definitive,
fully registered form without interest coupons with the global securities legend
and restricted securities legend set forth in Exhibit 1 hereto(each a "Temporary
Regulation S Global Note") and will be deposited with the Trustee as custodian
for, and registered in the name of a nominee of, DTC for the accounts of
Euroclear and Clearstream Banking. The Temporary Regulation S Global Note will
be exchangeable for one or more permanent global notes (each a "Permanent
Regulation S Global Note"; and together with the Temporary Regulation S Global
Notes, the "Regulation S Global Note") on or after the 40th day following the
Closing Date upon certification that the beneficial interests in such global
Note are owned by non-U.S. persons. Prior to the 40th day after the Closing
Date, beneficial interests in the Temporary Regulation S Global Notes may only
be held through Euroclear or Clearstream Banking, and any resale or transfer of
such interests to U.S. persons shall not be permitted during such period unless
such resale or transfer is made pursuant to Rule 144A or Regulation S.

     Notes sold in reliance on Rule 144A under the Securities Act ("Rule 144A")
will be represented by one or more permanent global notes in definitive, fully
registered form without interest coupons with the global securities legend and
restricted securities legend set forth in Exhibit 1 hereto (each a "144A Global
Note"; and together with the Regulation S Global Notes, the "Restricted Global
Notes") and will be deposited with the Trustee as custodian for, and registered
in the name of a nominee of, DTC.

     (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global
Security deposited with or on behalf of the Depositary.

     The Company shall execute and the Trustee shall, in accordance with this
Section 2.1(b), authenticate and deliver initially one or more Global Securities
that (a) shall be registered in the name of the Depositary for such Global
Security or Global Securities or the nominee of such Depositary and (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Trustee as custodian for the Depositary.

     Members of, or participants in, the Depositary ("Agent Members") shall have
no rights under this Indenture with respect to any Global Security held on their
behalf by the Depositary or by the Trustee as the custodian of the Depositary or
under such Global Security, and the Depositary may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

     (c) Certificated Securities. Except as provided in this Section 2.1 or
Section 2.3 or 2.4 of this Appendix, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of certificated
Securities.

     2.2 Authentication. The Trustee shall authenticate and deliver: (1) On
November 25, 2003, $300.0 million 7-3/8% Senior Subordinated Notes due 2014, (2)
any Additional Notes for original issue in an aggregate principal amount
specified in the written order of the Company pursuant to Section 2.02 of the
Indenture and (3) Exchange Notes or Private Exchange Notes for issue in a
Registered Exchange Offer or a Private Exchange, respectively, in exchange for a
like principal amount of Initial Notes, in each case upon a written order of the
Company in the form of an Officers' Certificate. Such order shall specify the
amount of the Securities to be authenticated and the date on which the original
issue of Notes is to be authenticated and whether the Securities are to be
Initial Notes, Exchange Notes or Private Exchange Notes and in the case of an
issuance of Additional Notes pursuant to Section 2.15 of the Indenture, shall
certify, among other things that such issuance will not be prohibited by Section
4.13 of the Indenture.

     2.3 Transfer and Exchange.

     (a) Transfer and Exchange of Global Securities.

          (i) The transfer and exchange of Global Securities or beneficial
     interests therein shall be effected through the Depositary, in accordance
     with Section 2.6 of this Indenture (including applicable restrictions on
     transfer set forth herein, if any) and the procedures of the Depositary
     therefor. A transferor of a beneficial interest in a Global Security shall
     deliver to the Registrar a written order, substantially in the form of
     Exhibit C hereto, given in accordance with the Depositary's procedures
     containing information regarding the participant account of the Depositary
     to be credited with a beneficial interest in the Global Security. The
     Registrar shall, in accordance with such instructions instruct the
     Depositary to credit to the account of the Person specified in such
     instructions a beneficial interest in the Global Security and to debit the
     account of the Person making the transfer the beneficial interest in the
     Global Security being transferred.

          (ii) Notwithstanding any other provisions of this Appendix (other than
     the provisions set forth in Section 2.4 of this Appendix), a Global
     Security may not be transferred as a whole except by the Depositary to a
     nominee of the Depositary or by a nominee of the Depositary to the
     Depositary or another nominee of the Depositary or by the Depositary or any
     such nominee to a successor Depositary or a nominee of such successor
     Depositary.

          (iii) In the event that a Global Security is exchanged for
     Certificated Securities in definitive registered form pursuant to Section
     2.4 of this Appendix or Section 2.6 or 2.10 of this Indenture, prior to the
     consummation of a Registered Exchange Offer or the effectiveness of a Shelf
     Registration Statement with respect to such Securities, such Securities may
     be exchanged by delivering to the Registrar a written order, substantially
     in the form of Exhibit D hereto, only in accordance with such procedures as
     are substantially consistent with the provisions of this Section 2.3
     (including the certification requirements set forth on the reverse of the
     Initial Notes intended to ensure that such transfers comply with Rule 144A
     or Regulation S, as the case may be) and such other procedures as may from
     time to time be adopted by the Company.

     (b) Legend.

          (i) Except as permitted by the following paragraphs (ii), (iii) and
     (iv), each Security certificate evidencing Initial Notes and Private
     Exchange Notes (and all Securities issued in exchange therefor or in
     substitution thereof, other than Exchange Notes) shall bear a legend in
     substantially the following form:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

          (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED THIS
     SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
     THE ACT OR (iii) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
     IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN
     "IAI")),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
     EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO A PERSON WHOM
     THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
     FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144A, (iii) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE ACT, (iv) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144 UNDER THE ACT, (v) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
     THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
     AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN
     BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
     AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
     THE ACT, (vi) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
     THE COMPANY) OR (vii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND,
     IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
     STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND

          (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
     OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
     OF THIS LEGEND.

     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THESE SECURITIES IN VIOLATION OF THE FOREGOING."

          (ii) Upon any sale or transfer of a Transfer Restricted Security
     (including any Transfer Restricted Security represented by a Global
     Security) pursuant to Rule 144 under the Securities Act, the Registrar
     shall permit the Holder thereof to exchange such Transfer Restricted
     Security for a certificated Security that does not bear the legend set
     forth above and rescind any restriction on the transfer of such Transfer
     Restricted Security, if the Holder certifies in writing to the Registrar
     that its request for such exchange was made in reliance on Rule 144 (such
     certification to be in the form set forth on the reverse of the Security).

          (iii) After a transfer of any Initial Notes or Private Exchange Notes
     during the period of the effectiveness of a Shelf Registration Statement
     with respect to such Initial Notes or Private Exchange Notes, as the case
     may be, all requirements pertaining to legends on such Initial Notes or
     such Private Exchange Notes will cease to apply, but the requirements
     requiring such Initial Notes or such Private Exchange Notes issued to
     certain Holders be issued in global form will continue to apply, and
     Initial Notes or Private Exchange Notes in global form without legends will
     be available to the transferee of the Holder of such Initial Notes or
     Private Exchange Notes upon exchange of such transferring Holder's Initial
     Notes or Private Exchange Notes or directions to transfer such Holder's
     interest in the Global Security, as applicable.

          (iv) Upon the consummation of a Registered Exchange Offer with respect
     to the Initial Notes pursuant to which Holders of such Initial Notes are
     offered Exchange Notes in exchange for their Initial Notes, all
     requirements pertaining to such Initial Notes that Initial Notes issued to
     certain Holders be issued in global form will continue to apply and Initial
     Notes in global form with the restricted securities legend set forth in
     Exhibit 1 hereto will be available to Holders of such Initial Notes that do
     not exchange their Initial Notes, and Exchange Notes in global form without
     the restricted securities legend set forth in Exhibit 1 hereto will be
     available to Holders that exchange such Initial Notes in such Registered
     Exchange Offer.

          (v) Upon the consummation of a Private Exchange with respect to the
     Initial Notes pursuant to which Holders of such Initial Notes are offered
     Private Exchange Notes in exchange for their Initial Notes, all
     requirements pertaining to such Initial Notes that Initial Notes issued to
     certain Holders be issued in global form will still apply, and Private
     Exchange Notes in global form with the restricted securities legend set
     forth in Exhibit 1 hereto will be available to Holders that exchange such
     Initial Notes in such Private Exchange.

     (c) Cancellation or Adjustment of Global Security. At such time as all
beneficial interests in a Global Security have either been exchanged for
certificated Securities, redeemed, repurchased or canceled, such Global Security
shall be returned to the Depositary for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
repurchased or canceled, the principal amount of Securities represented by such
Global Security shall be reduced and an adjustment shall be made on the books
and records of the Trustee (if it is then the Securities Custodian for such
Global Security) with respect to such Global Security, by the Trustee or the
Securities Custodian, to reflect such reduction.

     (d) Obligations with Respect to Transfers and Exchanges of Securities.

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate certificated Securities
     and Global Securities at the Registrar's or any co-registrar's request.

          (ii) No service charge shall be made for any registration of transfer
     or exchange, but the Company or the Trustee may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental
     charge payable in connection therewith (other than any such transfer taxes,
     assessments or similar governmental charge payable upon exchange or
     transfer pursuant to Sections 2.06, 2.10, 3.06, 4.16, 4.17 and Section 9.06
     of this Indenture).

          (iii) The Registrar or any co-registrar shall not be required to
     register the transfer of or exchange of (a) any certificated Security
     selected for redemption in whole or in part pursuant to Article III of this
     Indenture, except the unredeemed portion of any certificated Security being
     redeemed in part, or (b) any Security for a period beginning 15 Business
     Days before the mailing of a notice of an offer to repurchase or redeem
     Securities or 15 Business Days before an Interest Payment Date.

          (iv) Prior to the due presentation for registration of transfer of any
     Security, the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar may deem and treat the person in whose name a Security is
     registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.

          (v) All Securities issued upon any transfer or exchange pursuant to
     the terms of this Indenture shall evidence the same debt and shall be
     entitled to the same benefits under this Indenture as the Securities
     surrendered upon such registration of transfer or exchange.

     (e) No Obligation of the Trustee.

          (i) The Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, a member of, or a participant in the
     Depositary or other Person with respect to the accuracy of the records of
     the Depositary or its nominee or of any participant or member thereof, with
     respect to any ownership interest in the Securities or with respect to the
     delivery to any participant, member, beneficial owner or other Person
     (other than the Depositary) of any notice (including any notice of
     redemption) or the payment of any amount, under or with respect to such
     Securities. All notices and communications to be given to the Holders and
     all payments to be made to Holders under the Securities shall be given or
     made only to or upon the order of the registered Holders (which shall be
     the Depositary or its nominee in the case of a Global Security). The rights
     of beneficial owners in any Global Security shall be exercised only through
     the Depositary subject to the applicable rules and procedures of the
     Depositary. The Trustee may rely and shall be fully protected in relying
     upon information furnished by the Depositary with respect to its members,
     participants and any beneficial owners.

          (ii) The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Security (including any transfers between
     or among Depositary participants, members or beneficial owners in any
     Global Security) other than to require delivery of such certificates and
     other documentation or evidence as are expressly required by, and to do so
     if and when expressly required by, the terms of this Indenture, and to
     examine the same to determine substantial compliance as to form with the
     express requirements hereof.

     2.4 Certificated Securities.

     (a) A Global Security deposited with the Depositary or with the Trustee as
custodian for the Depositary pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of certificated Securities in an aggregate
principal amount equal to the principal amount of such Global Security, in
exchange for such Global Security, only if such transfer complies with Section
2.3 and (i) the Depositary notifies the Company that it is unwilling or unable
to continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a "clearing agency" registered under the Exchange Act
and a successor depositary is not appointed by the Company within 90 days of
such notice, or (ii) an Event of Default has occurred and is continuing, (iii)
the Company, in its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of certificated Securities under this Indenture or
(iv) upon a subsequent transfer to an Institutional Accredited Investor in
accordance with the provisions of this Indenture and upon the execution by such
Institutional Accredited Investor of a certificate substantially in the Form of
the Certificate of Acquiring Institutional Accredited Investor attached hereto
as Exhibit E.

     (b) Any Global Security that is transferable to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depositary to the
Trustee, to be so transferred, in whole or from time to time in part, without
charge, and the Trustee shall authenticate and deliver, upon such transfer of
each portion of such Global Security, an equal aggregate principal amount of
certificated Securities of authorized denominations. Any portion of a Global
Security transferred pursuant to this Section shall be executed, authenticated
and delivered only in denominations of $1,000 and any integral multiple thereof
and registered in such names as the Depositary shall direct. Any certificated
Initial Note delivered in exchange for an interest in the Global Security shall,
except as otherwise provided by Section 2.3(b), bear the restricted securities
legend set forth in Exhibit 1 hereto.

     (c) Subject to the provisions of Section 2.4(b), the registered Holder of a
Global Security may grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this Indenture or the
Securities.

     (d) In the event of the occurrence of either of the events specified in
Section 2.4(a) above, the Company will promptly make available to the Trustee a
reasonable supply of certificated Securities in definitive, fully registered
form without interest coupons.

<PAGE>

                                                                       EXHIBIT 1
                                                       TO RULE 144A/REGULATION S
                                                                        APPENDIX


                           [Global Securities Legend]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (ii) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(iii) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (iv) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                         [Restricted Securities Legend]

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS
ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

          (1) REPRESENTS THAT (i) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE ACT)(A "QIB"), (ii) IT HAS ACQUIRED THIS
     SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER
     THE ACT OR (iii) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED
     IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE ACT (AN
     "IAI")),

          (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
     EXCEPT (i) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (ii) TO A PERSON WHOM
     THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR
     FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144A, (iii) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903
     OR 904 OF THE ACT, (iv) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
     144 UNDER THE ACT, (v) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES
     THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
     AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN
     BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN
     AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $100,000, AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
     THE ACT, (vi) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
     THE COMPANY) OR (vii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND,
     IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
     STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

          (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
     OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
     OF THIS LEGEND.

     AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE
THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE
INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THESE SECURITIES IN VIOLATION OF THE FOREGOING."

                     [TO BE ATTACHED TO GLOBAL SECURITIES]


             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


  The following increases or decreases in this Global Security have been made:

<TABLE>
<s>               <c>                       <c>                       <c>                        <c>
                  Amount of decrease in     Amount of increase in     Principal Amount of this   Signature of authorized
                  Principal Amount of this  Principal Amount of this  Global Security following  officer of Trustee or
Date of Exchange  Global Security           Global Security           such decrease or increase  Securities Custodian
</TABLE>


<PAGE>

                                                                       EXHIBIT A
                                                                       ---------
                              FORM OF INITIAL NOTE
                              --------------------


                                                                      CUSIP No.:


                               TEREX CORPORATION

                    7-3/8% SENIOR SUBORDINATED NOTE DUE 2014



No.                                                                          $



     TEREX CORPORATION, a Delaware corporation (the "Company," which term
includes any successor entity), for value received promises to pay to _______ or
registered assigns, the principal sum of ______ Dollars, on January 15, 2014.

     Interest Payment Dates: January 15 and July 15

     Record Dates: January 1 and July 1

     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officer.

                         TEREX CORPORATION


                         By:
                            --------------------------------------
                            Name:
                            Title:

Dated: ____________
<PAGE>

     Certificate of Authentication

     This is one of the 7-3/8% Senior Subordinated Notes due 2014 referred to in
the within-mentioned Indenture.

                         HSBC Bank USA,
                                      as Trustee



                         By:
                            --------------------------------------
                                     Authorized Officer

                                      A-2
<PAGE>

                             (REVERSE OF SECURITY)

                    7-3/8% SENIOR SUBORDINATED NOTE DUE 2014

     1. Interest. TEREX CORPORATION, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above; provided, however, that if a Registration Default (as defined
in the Registration Rights Agreement) occurs, additional interest will accrue on
this Note at a rate of 0.50% per annum, from and including the date on which any
such Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured, calculated on the principal amount of
this Note as of the date on which such interest is payable. Such interest is
payable in addition to any other interest payable from time to time with respect
to this Note. The Trustee will not be deemed to have notice of a Registration
Default until it shall have received actual notice of such Registration Default.
Interest on the Notes will accrue from the most recent date on which interest
has been paid or, if no interest has been paid, from November 25, 2003. The
Company will pay interest semi-annually in arrears on each Interest Payment
Date, commencing January 15, 2004. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

     The Company shall pay interest on overdue principal at the rate borne by
the Notes plus 1% per annum and on overdue installments of interest (without
regard to any applicable grace periods) at such higher rate to the extent
lawful.

     2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by its check payable in such U.S. Legal Tender.
The Company may deliver any such interest payment to the Paying Agent or to a
Holder at the Holder's registered address.

     3. Paying Agent and Registrar. Initially, HSBC Bank USA, a New York banking
corporation (the "Trustee"), will act as Paying Agent and Registrar. The Company
may change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.

     4. Indenture and Subsidiary Guarantee. The Company issued the Notes under
an Indenture, dated as of November 25, 2003 (the "Indenture"), among the
Company, the Subsidiary Guarantors named therein and the Trustee. This Note is
one of a duly authorized issue of Initial Notes of the Company designated as its
7-3/8% Senior Subordinated Notes due 2014. The Company shall be entitled to
issue Additional Notes pursuant to Section 2.15 of the Indenture; provided, that
such issuance is not prohibited by Section 4.13 of the Indenture. The Initial
Notes issued on November 25, 2003, any Additional Notes, and any Private
Exchange Notes and Exchange Notes issued pursuant to the Indenture are treated
as a single class of securities under the Indenture. Capitalized terms herein
are used as defined in the Indenture

                                       A-3

unless otherwise defined herein. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in
effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and the TIA Act for a statement of them. The Notes are
general unsecured obligations of the Company. Payment on each Note is guaranteed
on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article
Eleven of the Indenture. To the extent of any conflict between the terms of the
Notes and the Indenture, the applicable terms of the Indenture shall govern.

     5. Subordination. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash of all Senior Indebtedness of the Company, whether outstanding on
the date of the Indenture or thereafter created, incurred, assumed or
guaranteed. Each Holder by his acceptance hereof agrees to be bound by such
provisions and authorizes and expressly directs the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.

     6. Redemption.

     (a) Optional Redemption. Except as set forth in the following paragraph,
the Notes will not be redeemable at the option of the Company prior to January
15, 2009. Thereafter, the Notes will be redeemable, at the Company's option, in
whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at the following redemption prices (expressed in percentages
of principal amount), plus accrued interest to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the 12-month
period commencing on January 15 of the years set forth below:

                                          Redemption
          Period                             Price
          ------                          ----------
          2009.........................     103.688 %
          2010.........................     102.458 %
          2011..................... ...     101.229 %
          2012 and thereafter..........     100.000 %

     (b) Optional Redemption Upon Public Equity Offerings. In addition, at any
time and from time to time prior to January 15, 2007, the Company may redeem in
the aggregate up to 35.0% of the original principal amount of the Notes
(including the original principal amount of any Additional Notes) with the
proceeds of one or more Public Equity Offerings, at a redemption price
(expressed as a percentage of principal amount) of 107.375% plus accrued
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that at least 65% of the aggregate principal
amount of the Notes originally outstanding (including the original principal
amount of any Additional Notes) must remain outstanding after each such
redemption.

                                       A-4

     In order to effect the foregoing redemption with the proceeds of any Public
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Public Equity Offering.

     7. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at such Holder's registered address. Notes in denominations
of $1,000 may be redeemed only in whole. Notes in denominations larger than
$1,000 may be redeemed in part but only in multiples of $1,000.

     Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued and unpaid interest, if any, the
Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any.

     8. Offers to Purchase. Sections 4.16 and 4.17 of the Indenture provide
that, upon the occurrence of a Change of Control (as defined in the Indenture)
and in the event of certain Asset Dispositions (as defined in the Indenture),
and subject to further limitations contained therein, the Company will make an
offer to purchase certain amounts of the Notes in accordance with the procedures
set forth in the Indenture.

     9. Registration Rights. Pursuant to the Registration Rights Agreement (as
defined in the Indenture), the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the Company's 7-3/8% Senior Subordinated Notes due 2014
in the form of Exchange Notes, which shall have been registered under the
Securities Act, or the Company's 7-3/8% Senior Subordinated Private Exchange
Notes due 2014 (the "Private Exchange Notes"), in each case in like principal
amount and having terms identical in all material respects to the Initial Notes.
The Holders of the Initial Notes shall be entitled to receive certain additional
interest payments if such exchange offer is not consummated and upon certain
other conditions, all pursuant to and in accordance with the terms of the
Registration Rights Agreement. The Company shall notify the Trustee of the
amount of any such payments.

     10. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1,000 and integral multiples of $1,000. A
Holder shall register the transfer of or exchange of Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption (except, in
the case of Notes to be redeemed in part, the portion of such Notes not to be
redeemed) or any Note for a period beginning 15 Business Days before the mailing
of a notice of an offer to repurchase or a notice of redemption or 15 Business
Days before any Interest Payment Date.

                                       A-5

     11. Persons Deemed Owners. The registered Holder of a Note shall be treated
as the owner of it for all purposes.

     12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company (subject to any applicable abandoned property law).
After that, all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

     13. Discharge Prior to Redemption or Maturity. If the Company at any time
deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of and interest on the Notes).

     14. Amendment; Supplement; Waiver. Subject to certain exceptions set forth
in the Indenture, the Indenture or the Notes may be amended or supplemented with
the written consent of the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding, and any existing Default or Event of
Default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the Notes
then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture or the Notes to, among other
things, cure any ambiguity, omission, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes, or comply
with Article Five of the Indenture or make any other change that does not
adversely affect in any material respect the rights of any Holder of a Note.

     15. Restrictive Covenants. The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to, among other things,
incur additional Indebtedness, make payments in respect of its Capital Stock or
certain Indebtedness, enter into transactions with Affiliates, create dividend
or other payment restrictions affecting Subsidiaries, merge or consolidate with
any other Person, sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its assets or adopt a plan of liquidation. Such
limitations are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with such
limitations.

     16. Successors. When a successor assumes, in accordance with the Indenture,
all the obligations of its predecessor under the Notes and the Indenture, the
predecessor will be released from those obligations.

     17. Defaults and Remedies. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of
Notes then outstanding may declare all the Notes to be due and payable in the
manner, at the time and with the effect provided in the Indenture. Certain
events of bankruptcy and insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events
of Default. Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity reasonably satisfactory
to it. The Indenture permits, subject to

                                       A-6

certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
their interest.

     18. Trustee Dealings with Company. The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

     19. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

     20. Governing Law. The Laws of the State of New York shall govern this Note
and the Indenture (and the Subsidiary Guarantees relating thereto), without
regard to principles of conflict of laws.

     21. Abbreviations and Defined Terms. Customary abbreviations may be used in
the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

     22. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

     23. Indenture. Each Holder, by accepting a Note, agrees to be bound by all
of the terms and provisions of the Indenture, as the same may be amended from
time to time.

     24. Holders' Compliance with Registration Rights Agreement. Each Holder of
a Note, by acceptance hereof, acknowledges and agrees to the provisions of the
Registration Rights Agreement, including, without limitation, the obligations of
the Holders with respect to a registration and the indemnification of the
Company to the extent provided therein.

     25. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder, of the Company, as such, shall have any liability
for any obligations of the Company under the Notes or the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Securities and Exchange
Commission that such a waiver is against public policy.

     26. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement.

                                       A-7

     The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture. Requests may be made to: TEREX
CORPORATION, 500 Post Road East, Westport, CT 06880, Attn: Secretary.

                                       A-8
<PAGE>

          [FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEE]

                              SUBSIDIARY GUARANTEE

Koehring Cranes, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Cranes, 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,
Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc.,
Terex Bartell, Inc., Terex Mining Equipment, Inc., CMI Terex Corporation, CMI
Dakota Company, CMIOIL Corporation, Fuchs Terex, Inc., Genie Access Services,
Inc., Genie China, Inc., Genie Financial Services, Inc., Genie Holdings, Inc.,
Genie Industries, Inc., Genie International, Inc., Genie Manufacturing, Inc.,
GFS Commercial LLC, GFS National, Inc., Go Credit Corporation, Lease Servicing &
Funding Corp., Product Support, Inc., Schaeff Incorporated, Spinnaker Insurance
Company, Telelect Southeast Distribution, Inc., Terex Advance Mixer, Inc., Terex
Financial Services, Inc., Terex Utilities, Inc., Terex Utilities South, Inc. and
Utility Equipment, Inc., (collectively, the "Subsidiary Guarantors"), have each
jointly and severally unconditionally guaranteed on a senior subordinated basis
(such guarantee by each Subsidiary Guarantor being referred to herein as the
"Subsidiary Guarantee") (i) the due and punctual payment of the principal of and
interest on the Notes, subject to any applicable grace period, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal and interest, if any, on the Notes, to the extent
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms set forth
in Article Eleven of the Indenture and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, subject to any
applicable grace period, by acceleration or otherwise.

     The obligations of each Subsidiary Guarantor to the Holders of Notes and to
the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly
set forth and are senior subordinated obligations of any Subsidiary Guarantor,
to the extent and in the manner provided, in Articles Eleven and Twelve of the
Indenture, and reference is hereby made to such Indenture for the precise terms
of the Subsidiary Guarantee therein made.

     No stockholder, officer, director, employee or incorporator, as such, past,
present or future, of each Subsidiary Guarantor shall have any liability under
the Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director, employee or incorporator.

     The Subsidiary Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Notes upon which the Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                                       A-9
<PAGE>

                         KOEHRING CRANES, INC.
                         PAYHAULER CORP.
                         PPM CRANES, INC.
                         TEREX CRANES, 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
                         POWERSCREEN NORTH AMERICA, INC.
                         POWERSCREEN USA, LLC
                         ROYER INDUSTRIES, INC.
                         TEREX BARTELL, INC.
                         TEREX MINING EQUIPMENT, INC.
                         CMI TEREX CORPORATION
                         CMI DAKOTA COMPANY
                         CMIOIL CORPORATION
                         FUCHS TEREX, INC.
                         GENIE ACCESS SERVICES, INC.
                         GENIE CHINA, INC.
                         GENIE FINANCIAL SERVICES, INC.
                         GENIE HOLDINGS, INC.
                         GENIE INDUSTRIES, INC.
                         GENIE INTERNATIONAL, INC.
                         GENIE MANUFACTURING, INC.
                         GFS COMMERCIAL LLC
                         GFS NATIONAL, INC.
                         GO CREDIT CORPORATION
                         LEASE SERVICING & FUNDING CORP.
                         PRODUCT SUPPORT, INC.
                         SCHAEFF INCORPORATED
                         SPINNAKER INSURANCE COMPANY
                         TELELECT SOUTHEAST DISTRIBUTION, INC.
                         TEREX ADVANCE MIXER, INC.
                         TEREX FINANCIAL SERVICES, INC.
                         TEREX UTILITIES, INC.

                                       A-10

                         TEREX UTILITIES SOUTH, INC.
                         UTILITY EQUIPMENT, INC.


                         By:
                            --------------------------------------
                            Name:
                            Title:


                                       A-11

<PAGE>

                                ASSIGNMENT FORM

     If you the Holder want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to:

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                 (Print or type name, address and zip code and
                 social security or tax ID number of assignee)

and irrevocably appoint , agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.


Date:                      Signed:
     --------------------         ---------------------------------------------
                                        (Sign exactly as your name
                                         appears on the other side of
                                         this Note)

Signature Guarantee:
                    ---------------------

     (Signature must be guaranteed by an "eligible guarantor institution," that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended).

     In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) [two years from date of original issuance], the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with the transfer and that this Note is being
transferred:

                                       A-12
<PAGE>

                                  [Check One]


(1) __ to the Company or a subsidiary thereof; or

(2) __ pursuant to and in compliance with Rule 144A under the Securities Act; or

(3) __ outside the United States to a "foreign person" in compliance with Rule
904 of Regulation S under the Securities Act; or

(4) __ pursuant to the exemption from registration provided by Rule 144 under
the Securities Act; or

(5) __ pursuant to an effective registration statement under the Securities Act;
or

(6) __ pursuant to another available exemption from the registration
requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (3), (4) or (6) is checked, the
Company or the Trustee may require, prior to registering any such transfer of
the Notes, in its sole discretion, such legal opinions, certifications and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

                                       A-13

<PAGE>

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in the Appendix to the Indenture shall have been satisfied.



Dated:                      Signed:
      --------------------         --------------------------------------------
                                        (Sign exactly as name
                                         appears on the other side of
                                         this Security)

Signature Guarantee:
                    -----------------------------------------------------------


              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     The undersigned represents and warrants that it is purchasing this Note for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


Dated:
      ------------   ----------------------------------------------------------
                                NOTICE:  To be executed by an
                                         executive officer


                                       A-14

<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.16 or Section 4.17 of the Indenture, check the appropriate box:

          Section 4.16 [ ]

          Section 4.17 [ ]

     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.16 or Section 4.17 of the Indenture, state the
amount you elect to have purchased:


$
 -----------------


Dated:
       ------------------  ------------------------------------
                            NOTICE: The signature on this
                            assignment must correspond with the
                            name as it appears upon the face of
                            the within Note in every particular
                            without alteration or enlargement or
                            any change whatsoever and be
                            guaranteed by the endorser's bank or
                            broker.


Signature Guarantee:
                     -------------------

     (Signature must be guaranteed by an "eligible guarantor institution," that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended).


                                       A-15

<PAGE>

                                                                       EXHIBIT B

                FORM OF EXCHANGE NOTE AND PRIVATE EXCHANGE NOTE
                ------------------------------------------------


                                                                      CUSIP No.:


                               TEREX CORPORATION

          7-3/8% SENIOR SUBORDINATED [PRIVATE EXCHANGE] NOTE DUE 2014



No.                                                                           $



     TEREX CORPORATION, a Delaware corporation (the "Company," which term
includes any successor entity), for value received promises to pay to _________
or registered assigns, the principal sum of ______ Dollars, on January 15, 2014.

     Interest Payment Dates: January 15 and July 15

     Record Dates: January 1 and July 1

     Reference is made to the further provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF, the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officer.

                         TEREX CORPORATION


                         By:
                            --------------------------------------------
                            Name:
                            Title:


Dated:
       ----------------

<PAGE>

          Certificate of Authentication

     This is one of the 7-3/8% Senior Subordinated [Private Exchange] Notes due
2014 referred to in the within-mentioned Indenture.

                         HSBC BANK USA,
                                   as Trustee


                         By:
                            ------------------------------------------
                                     Authorized Officer



[If the Note is to be issued in global form add the Global Securities Legend
from Exhibit 1 to the Appendix and the attachment from such Exhibit 1 captioned
"[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN
GLOBAL SECURITY".]

[If the Note is a Private Exchange Note issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the
restricted securities legend from Exhibit 1 to Appendix A and replace the
Assignment Form with that included in Exhibit A.]

                                       B-2

<PAGE>

                             (REVERSE OF SECURITY)

          7-3/8% SENIOR SUBORDINATED [PRIVATE EXCHANGE] NOTE DUE 2014

     1. Interest. TEREX CORPORATION, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at the rate per
annum shown above; [provided, however, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs, additional cash interest
will accrue on this Note at a rate of 0.50% per annum from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all Registration Defaults have been cured, calculated on the
principal amount of this Note as of the date on which such interest is payable.
Such interest is payable in addition to any other interest payable from time to
time with respect to this Note. The Trustee will not be deemed to have notice of
a Registration Default until it shall have received actual notice of such
Registration Default]. Interest on the Notes will accrue from [the most recent
date on which interest has been paid on the Initial Note in exchange for which
this [Exchange Note] [Private Exchange Note] was issued] [date of issuance of
Additional Notes]. The Company will pay interest semi-annually in arrears on
each Interest Payment Date, commencing [January 15, 2004] [first interest
payment date after issuance of Additional Notes]. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.

     The Company shall pay interest on overdue principal at the rate borne by
the Notes plus 1% per annum and on overdue installments of interest (without
regard to any applicable grace periods) at such higher rate to the extent
lawful.

     2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by its check payable in such U.S. Legal Tender.
The Company may deliver any such interest payment to the Paying Agent or to a
Holder at the Holder's registered address.

     3. Paying Agent and Registrar. Initially, HSBC Bank USA, a New York banking
corporation (the "Trustee"), will act as Paying Agent and Registrar. The Company
may change any Paying Agent, Registrar or co-Registrar without notice to the
Holders.

- ---------------------
1    Insert if at the time of issuance of the Exchange NOte or Private Exchange
     Note (as the case may be) neither the Registered Exchange Offer has been
     consummated nor a Shelf Registration Statement has been declared effective
     in accordance with a Registration Rights Agreement.

                                       B-3

     4. Indenture and Guarantee. The Company issued the Notes under an
Indenture, dated as of November 25, 2003 (the "Indenture"), among the Company,
the Subsidiary Guarantors named therein and the Trustee. [This Note is one of a
duly authorized issue of Exchange Notes of the Company designated as its 7-3/8%
Senior Subordinated Notes due 2014.] [This Note is one of a duly authorized
issue of Private Exchange Notes of the Company designated as its 7-3/8% Senior
Subordinated Private Exchange Notes due 2014.] The Company shall be entitled to
issue Additional Notes pursuant to Section 2.15 of the Indenture; provided, that
such issuance is not prohibited by Section 4.13 of the Indenture. The Initial
Notes issued on November 25, 2003, any Additional Notes, and any Private
Exchange Notes and Exchange Notes issued pursuant to the Indenture are treated
as a single class of securities under the Indenture. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. The terms
of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA of 1939 (15 U.S. Code Sections 77aaa-77bbbb)
(the "TIA"), as in effect on the date of the Indenture. Notwithstanding anything
to the contrary herein, the Notes are subject to all such terms, and Holders of
Notes are referred to the Indenture and the TIA for a statement of them. The
Notes are general unsecured obligations of the Company. Payment on each Note is
guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant
to Article Eleven of the Indenture. To the extent of any conflict between the
terms of the Notes and the Indenture, the applicable terms of the Indenture
shall govern.

     5. Subordination. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash of all Senior Indebtedness of the Company, whether outstanding on
the date of the Indenture or thereafter created, incurred, assumed or
guaranteed. Each Holder by his acceptance hereof agrees to be bound by such
provisions and authorizes and expressly directs the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appoints the Trustee his
attorney-in-fact for such purposes.

     6. Redemption.

     (a) Optional Redemption. Except as set forth in the following paragraph,
the Notes will not be redeemable at the option of the Company prior to January
15, 2007. Thereafter, the Notes will be redeemable, at the Company's option, in
whole or in part, at any time or from time to time, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at the following redemption prices (expressed in percentages
of principal amount), plus accrued interest to the redemption date (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), if redeemed during the 12-month
period commencing on January 15 of the years set forth below:

                                              Redemption
         Period                                  Price
         ------                               ----------
         2009...........................       103.688 %
         2010...........................       102.458 %
         2011...........................       101.229 %
         2012 and thereafter............       100.000 %

                                      B-4

     (b) Optional Redemption Upon Public Equity Offerings. In addition, at any
time and from time to time prior to January 15, 2007, the Company may redeem in
the aggregate up to 35.0% of the original principal amount of the Notes
(including the original principal amount of any Additional Notes) with the
proceeds of one or more Public Equity Offerings, at a redemption price
(expressed as a percentage of principal amount) of 107.375% plus accrued
interest to the redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date); provided, however, that at least 65% of the aggregate principal
amount of the Notes originally outstanding (including the original principal
amount of any Additional Notes) must remain outstanding after each such
redemption.

     In order to effect the foregoing redemption with the proceeds of any Public
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Public Equity Offering.

     7. Notice of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at such Holder's registered address. Notes in denominations
of $1,000 may be redeemed only in whole. Notes in denominations larger than
$1,000 may be redeemed in part but only in multiples of $1,000.

     Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued and unpaid interest, if any, the
Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any.

     8. Offers to Purchase. Sections 4.16 and 4.17 of the Indenture provide
that, upon the occurrence of a Change of Control (as defined in the Indenture)
and in the event of certain Asset Dispositions (as defined in the Indenture),
and subject to further limitations contained therein, the Company will make an
offer to purchase certain amounts of the Notes in accordance with the procedures
set forth in the Indenture.

     9. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1,000 and integral multiples of $1,000. A
Holder shall register the transfer of or exchange of Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain
transfer taxes or similar governmental charges payable in connection therewith
as permitted by the Indenture. The Registrar need not register the transfer of
or exchange of any Notes or portions thereof selected for redemption (except, in
the case of Notes to be redeemed in part, the portion of such Notes not to be
redeemed) or any Note for a period beginning 15 Business Days before the mailing
of a notice of an offer to repurchase or a notice of redemption or 15 Business
Days before any Interest Payment Date.

     10. Persons Deemed Owners. The registered Holder of a Note shall be treated
as the owner of it for all purposes.

                                       B-5

     11. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company (subject to any applicable abandoned property law).
After that, all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

     12. Discharge Prior to Redemption or Maturity. If the Company at any time
deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of and interest on the Notes).

     13. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding, and any existing Default or Event of Default or noncompliance
with any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, omission,
defect or inconsistency, provide for uncertificated Notes in addition to or in
place of certificated Notes, or comply with Article Five of the Indenture or
make any other change that does not adversely affect in any material respect the
rights of any Holder of a Note.

     14. Restrictive Covenants. The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to, among other things,
incur additional Indebtedness, make payments in respect of its Capital Stock or
certain Indebtedness, enter into transactions with Affiliates, create dividend
or other payment restrictions affecting Subsidiaries, merge or consolidate with
any other Person, sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its assets or adopt a plan of liquidation. Such
limitations are subject to a number of important qualifications and exceptions.
The Company must annually report to the Trustee on compliance with such
limitations.

     15. Successors. When a successor assumes, in accordance with the Indenture,
all the obligations of its predecessor under the Notes and the Indenture, the
predecessor will be released from those obligations.

     16. Defaults and Remedies. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in aggregate principal amount of
Notes then outstanding may declare all the Notes to be due and payable in the
manner, at the time and with the effect provided in the Indenture. Certain
events of bankruptcy and insolvency are Events of Default which will result in
the Notes being due and payable immediately upon the occurrence of such Events
of Default. Holders of Notes may not enforce the Indenture or the Notes except
as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Notes unless it has received indemnity reasonably satisfactory
to it. The Indenture permits, subject to certain limitations therein provided,
Holders of a majority in aggregate principal amount of the Notes then
outstanding to direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of Notes notice of any continuing Default or
Event of Default

                                      B-6

(except a Default in payment of principal or interest) if it
determines that withholding notice is in their interest.

     17. Trustee Dealings with Company. The Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

     18. No Recourse Against Others. No past, present or future stockholder,
director, officer, employee or incorporator, as such, of the Company or any
Subsidiary Guarantor shall have any liability for any obligation of the Company
under the Notes or the Indenture or for any claim based on, in respect of or by
reason of, such obligations or their creation. Each Holder of a Note by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

     19. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

     20. Governing Law. The Laws of the State of New York shall govern this Note
and the Indenture (and the Subsidiary Guarantees relating thereto), without
regard to principles of conflict of laws.

     21. Abbreviations and Defined Terms. Customary abbreviations may be used in
the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

     22. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

     23. Indenture. Each Holder, by accepting a Note, agrees to be bound by all
of the terms and provisions of the Indenture, as the same may be amended from
time to time.

     [24. Registration Rights. Pursuant to the Registration Rights Agreement (as
defined in the Indenture), the Company will have certain obligations to the
Holders of the Exchange Notes and the Private Exchange Notes. The Holders of the
Exchange Notes and the Private Exchange Notes shall be entitled to receive
certain additional interest payments upon certain conditions, all pursuant to
and in accordance with the terms of the Registration Rights Agreement. The
Company shall notify the Trustee of the amount of any such payments.](2)

     The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture, which has the text of this Note in
larger type. Requests

- --------------------------
2    To be included if applicable.

                                       B-7

may be made to: TEREX CORPORATION, 500 Post Road East, Westport, CT 06880, Attn:
Secretary.

                                       B-8


          [FORM OF NOTATION ON NOTE RELATING TO SUBSIDIARY GUARANTEE]

                              SUBSIDIARY GUARANTEE

Koehring Cranes, Inc., Payhauler Corp., PPM Cranes, Inc., Terex Cranes, 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,
Powerscreen North America, Inc., Powerscreen USA, LLC, Royer Industries, Inc.,
Terex Bartell, Inc., Terex Mining Equipment, Inc., CMI Terex Corporation, CMI
Dakota Company, CMIOIL Corporation, Fuchs Terex, Inc., Genie Access Services,
Inc., Genie China, Inc., Genie Financial Services, Inc., Genie Holdings, Inc.,
Genie Industries, Inc., Genie International, Inc., Genie Manufacturing, Inc.,
GFS Commercial LLC, GFS National, Inc., Go Credit Corporation, Lease Servicing &
Funding Corp., Product Support, Inc., Schaeff Incorporated, Spinnaker Insurance
Company, Telelect Southeast Distribution, Inc., Terex Advance Mixer, Inc., Terex
Financial Services, Inc., Terex Utilities, Inc., Terex Utilities South, Inc. and
Utility Equipment, Inc., (collectively, the "Subsidiary Guarantors"), have each
jointly and severally unconditionally guaranteed on a senior subordinated basis
(such guarantee by each Subsidiary Guarantor being referred to herein as the
"Subsidiary Guarantee") (i) the due and punctual payment of the principal of and
interest on the Notes, subject to any applicable grace period, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal and interest, if any, on the Notes, to the extent
lawful, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee all in accordance with the terms set forth
in Article Eleven of the Indenture and (ii) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
will be promptly paid in full when due or performed in accordance with the terms
of the extension or renewal, whether at stated maturity, subject to any
applicable grace period, by acceleration or otherwise.

The obligations of each Subsidiary Guarantor to the Holders of Notes and to the
Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set
forth and are senior subordinated obligations of each Subsidiary Guarantor, to
the extent and in the manner provided, in Articles Eleven and Twelve of the
Indenture, and reference is hereby made to such Indenture for the precise terms
of the Subsidiary Guarantee therein made.

No stockholder, officer, director, employee or incorporator, as such, past,
present or future, of each Subsidiary Guarantor shall have any liability under
the Subsidiary Guarantee by reason of his or its status as such stockholder,
officer, director, employee or incorporator.

The Subsidiary Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which the Subsidiary
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                                       B-9


                         KOEHRING CRANES, INC.
                         PAYHAULER CORP.
                         PPM CRANES, INC.
                         TEREX CRANES, 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
                         POWERSCREEN NORTH AMERICA, INC.
                         POWERSCREEN USA, LLC
                         ROYER INDUSTRIES, INC.
                         TEREX BARTELL, INC.
                         TEREX MINING EQUIPMENT, INC.
                         CMI TEREX CORPORATION
                         CMI DAKOTA COMPANY
                         CMIOIL CORPORATION
                         FUCHS TEREX, INC.
                         GENIE ACCESS SERVICES, INC.
                         GENIE CHINA, INC.
                         GENIE FINANCIAL SERVICES, INC.
                         GENIE HOLDINGS, INC.
                         GENIE INDUSTRIES, INC.
                         GENIE INTERNATIONAL, INC.
                         GENIE MANUFACTURING, INC.
                         GFS COMMERCIAL LLC
                         GFS NATIONAL, INC.
                         GO CREDIT CORPORATION
                         LEASE SERVICING & FUNDING CORP.
                         PRODUCT SUPPORT, INC.
                         SCHAEFF INCORPORATED
                         SPINNAKER INSURANCE COMPANY
                         TELELECT SOUTHEAST DISTRIBUTION, INC.
                         TEREX ADVANCE MIXER, INC.
                         TEREX FINANCIAL SERVICES, INC.
                         TEREX UTILITIES, INC.

                                       B-10

                         TEREX UTILITIES SOUTH, INC.
                         UTILITY EQUIPMENT, INC.

                         By:
                            --------------------------------------
                            Name:
                            Title:

                                       B-11

                                ASSIGNMENT FORM(3)

     If you the Holder want to assign this Note, fill in the form below and have
your signature guaranteed:


I or we assign and transfer this Note to:

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                 social security or tax ID number of assignee)

and irrevocably appoint _________________________, agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him.





Date:                      Signed:
     ---------------------         --------------------------------------------
                                                (Sign exactly as your name
                                                 appears on the other side of
                                                 this Note)

Signature Guarantee:
                    ------------------------

(Signature must be guaranteed by an "eligible guarantor institution," that is, a
bank, stockbroker, savings and loan association or credit union meeting the
requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended).

- -----------------------
3    If the Note is a Private Exchange NOte, replace the Assignment Form with
     that included in Exhibit A to the Indenture.

                                       B-12


                      [OPTION OF HOLDER TO ELECT PURCHASE]


     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.16 or Section 4.17 of the Indenture, check the appropriate box:

          Section 4.16 [ ]

          Section 4.17 [ ]

     If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.16 or Section 4.17 of the Indenture, state the
amount you elect to have purchased:


$
 ---------------------


Dated:
      -------------------  ------------------------------------
                           NOTICE: The signature on this
                           assignment must correspond with the
                           name as it appears upon the face of
                           the within Note in every particular
                           without alteration or enlargement or
                           any change whatsoever and be
                           guaranteed by the endorser's bank or
                           broker.


Signature Guarantee:
                    --------------------

     (Signature must be guaranteed by an "eligible guarantor institution," that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended).


                                       B-13

<PAGE>

                                   EXHIBIT C

                        FORM OF CERTIFICATE OF TRANSFER

XXXX

XXXX

                 Re: 7-3/8% Senior Subordinated Notes due 2014

     Reference is hereby made to the Indenture, dated as of November 25, 2003
(the "Indenture"), by and among Terex Corporation, as issuer (the "Company"),
the guarantors named therein, and HSBC Bank USA, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to __________ (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

     [CHECK ALL THAT APPLY]

     1. __Check if Transferee shall take delivery of a beneficial interest in
the 144A Global Note or a Certificated Note Pursuant to Rule 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933 (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Certificated
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Certificated Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Certificated Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note or the Certificated Note and in the
Indenture and the Securities Act.

     2. __Check if Transferee shall take delivery of a beneficial interest in
the Regulation S Global Note or a Certificated Note pursuant to Regulation S.
The Transfer is being effected pursuant to and in accordance with Rule 904 under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note shall be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.

     3. Check and complete if Transferee shall take delivery of a beneficial
interest in the IAI Global Note or a Certificated Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Certificated
Notes and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

     (a) such Transfer is being effected pursuant to and in accordance with Rule
144 under the Securities Act;

                                       or

     (b) such Transfer is being effected to the Company or a subsidiary thereof;

                                       or

     (c) such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus
delivery requirements of the Securities Act;

                                       or

     (d) such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Certificated Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit E to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than $100,000, an Opinion of Counsel provided by the Transferor
or the Transferee (a copy of which the Transferor has attached to this
certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note will be subject to the restrictions on transfer

                                       C-2

enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Certificated Notes and in the Indenture and the Securities Act.

     4. Check if Transferee shall take delivery of a beneficial interest in a
Global Exchange Note or a Certificated Exchange Note.

     (a) Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Certificated
Note shall no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Certificated Notes and in the Indenture.

     (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

     (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note shall not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Certificated Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                         [Insert Name of Transferor]


                         By:
                            -----------------------------------------
                            Name:
                            Title:

Dated:
      -------------, ------

                                       C-3

<PAGE>

                                   EXHIBIT D

                        FORM OF CERTIFICATE OF EXCHANGE

XXXX

XXXX

                 Re: 7-3/8% Senior Subordinated Notes due 2014

                             (CUSIP______________)

     Reference is hereby made to the Indenture, dated as of November 25, 2003
(the "Indenture"), by and among Terex Corporation, as issuer (the "Company"),
the guarantors named therein, and HSBC Bank USA, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     ____________, (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Certificated Notes or Beneficial Interests in a
Restricted Global Note for Certificated Exchange Notes or Beneficial Interests
in a Global Exchange Note.

     (a) Check if Exchange is from beneficial interest in a Restricted Global
Note to beneficial interest in a Global Exchange Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
beneficial interest in a Global Exchange Note in an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with the United States Securities Act of 1933 (the
"Securities Act"), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in a Global
Exchange Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

     (b) Check if Exchange is from beneficial interest in a Restricted Global
Note to a Certificated Exchange Note. In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for a Certificated
Exchange Note, the Owner hereby certifies (i) the Certificated Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

     (c) Check if Exchange is from Restricted Certificated Note to beneficial
interest in a Global Exchange Note. In connection with the Owner's Exchange of a
Restricted Certificated Note for a beneficial interest in a Global Exchange
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (d) Check if Exchange is from Restricted Certificated Note to Certificated
Exchange Note. In connection with the Owner's Exchange of a Restricted
Certificated Note for a Certificated Exchange Note, the Owner hereby certifies
(i) the Certificated Exchange Note is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Certificated Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Certificated
Exchange Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

     2. Exchange of Restricted Certificated Notes or Beneficial Interests in
Restricted Global Notes for Restricted Certificated Notes or Beneficial
Interests in Restricted Global Notes.

     (a) Check if Exchange is from beneficial interest in a Restricted Global
Note to Restricted Certificated Note. In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for a Restricted
Certificated Note with an equal principal amount, the Owner hereby certifies
that the Restricted Certificated Note is being acquired for the Owner's own
account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted Certificated Note
issued shall continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Certificated Note and
in the Indenture and the Securities Act.

     (b) Check if Exchange is from Restricted Certificated Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Certificated Note for a beneficial interest in the 144A
Global Note, Regulation S Global Note or IAI Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the

                                       D-2

beneficial interest issued shall be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                         ---------------------------------------------
                         [Insert Name of Owner]


                         By:
                            ------------------------------------------
                            Name:
                            Title:

Dated:
      --------------, ------


                                       D-3
<PAGE>
                                   EXHIBIT E

                            FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Terex Corporation
500 Post Road East, Suite 320
Westport, CT 06880

HSBC Bank USA
452 Fifth Avenue
New York, NY 10018

Re:  7-3/8% Senior Subordinated Notes due 2014

     Reference is hereby made to the Indenture, dated as of November 25, 2003
(the "Indenture"), by and among Terex Corporation, as issuer (the "Company"),
the guarantors named therein, and HSBC Bank USA, as trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

          (a) > a beneficial interest in a Global Note, or

          (b) > a Certificated Note, we confirm that:

     1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the United States Securities Act of
1933, as amended (the "Securities Act").

     2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $100,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Certificated Note
or beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                __________________________________________
                                [Insert Name of Accredited Investor]

                                By:
                                  __________________________
                                 Name:
                                 Title:

Dated: ________, ____ XXXXf

                                      E-2




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-12_amendment.txt
<DESCRIPTION>EXHIBIT 10.12 - AMENDMENT
<TEXT>
                         AMENDMENT NO. 1 and AGREEMENT dated as of November 25,
                    2003 (this "Amendment"), to the AMENDED AND RESTATED CREDIT
                    AGREEMENT dated as of July 3, 2002 (the "Credit Agreement"),
                    among TEREX CORPORATION, a Delaware corporation ("Terex"),
                    NEW TEREX HOLDINGS UK LIMITED, a limited company organized
                    under the laws of England (the "Scottish Borrower"), TEREX
                    INTERNATIONAL FINANCIAL SERVICES COMPANY, a company
                    organized under the laws of the Republic of Ireland (the
                    "European Borrower"), POWERSCREEN INTERNATIONAL LIMITED, a
                    company organized under the laws of England ("Powerscreen"),
                    P.P.M. S.A.S., a company organized under the laws of the
                    Republic of France (the "French Borrower"), TEREX MINING
                    AUSTRALIA PTY LTD, a company organized under the laws of New
                    South Wales, Australia (the "Australian Borrower"), TEREX
                    GERMANY GMBH & CO. KG, a partnership founded under the laws
                    of the Federal Republic of Germany (the "German Borrower"),
                    and TEREX ITALIA S.R.L., a company organized under the laws
                    of the Republic of Italy (the "Italian Borrower" and,
                    together with Terex, the Scottish Borrower, the European
                    Borrower, Powerscreen, the French Borrower, the Australian
                    Borrower and the German Borrower, the "Borrowers"), the
                    Lenders (as defined in Article I of the Credit Agreement),
                    the Issuing Banks (as defined in Article I of the Credit
                    Agreement) and CREDIT SUISSE FIRST BOSTON ("CSFB"), as
                    administrative agent (in such capacity, the "Administrative
                    Agent") and as collateral agent (in such capacity, the
                    "Collateral Agent") for the Lenders.

     A. Pursuant to the Credit Agreement, the Lenders and the Issuing Banks have
extended, and have agreed to extend, credit to the Borrowers, in each case
pursuant to the terms and subject to the conditions set forth in the Credit
Agreement.

     B. Pursuant to the Incremental Term Loan Assumption Agreement dated as of
September 13, 2002, among Terex, Credit Suisse First Boston, Cayman Islands
Branch, Citicorp USA, Inc. and the Administrative Agent, the Incremental Term
Lenders party thereto (the "Tranche C Lenders") have made Other Term Loans to
Terex in an initial aggregate principal amount of $210,000,000 (the "Tranche C
Term Loans").

     C. Terex intends to issue and sell Additional Subordinated Notes pursuant
to Section 6.01(c) of the Credit Agreement for gross cash proceeds of not less
than $300,000,000 on or prior to the Amendment No. 1 Effective Date (as defined
below)(the "Note Issuance").

     D. The net proceeds of the Note Issuance will be used by Terex (a) to
redeem all of its outstanding 8-7/8% Senior Subordinated Notes due 2008 (the
"Note Redemption") and (b) on or prior to the Amendment No. 1 Effective Date, to
prepay

                                                                               2

$100,000,000 in aggregate principal amount of outstanding Term Loans (the
"Note-Financed Prepayment").

     E. On or prior to the Amendment No. 1 Effective Date and in conjunction
with the Note-Financed Prepayment, Terex intends to prepay an additional
$100,000,000 in aggregate principal amount of outstanding Term Loans with cash
on hand (together with the Note-Financed Prepayment, the "Term Loan
Prepayment").

     F. The Borrowers have requested that certain other provisions of the Credit
Agreement be amended as provided herein, including that the Incremental Term
Loan Amount be reset to $250,000,000.

     G. The Requisite Lenders (as defined below), on the terms and subject to
the conditions set forth herein, are willing so to amend the Credit Agreement.

     H. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Credit Agreement, as amended hereby.

     Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:

     SECTION 1. Amendments to the Credit Agreement.

     (a) Section 1.01 of the Credit Agreement is hereby amended as follows:

          (i) The following new definitions are inserted in the appropriate
     alphabetical order therein:

               '"Amendment No. 1 Effective Date' shall have the meaning assigned
          to such term in Amendment No. 1 dated as of November 25, 2003, to this
          Agreement.

               'Designated Additional Subordinated Note Issuance' shall mean the
          issuance and sale by Terex on or prior to the Amendment No. 1
          Effective Date of Additional Subordinated Notes pursuant to Section
          6.01(c) of this Agreement for gross cash proceeds of not less than
          $300,000,000."

          (ii) The definition of the term "Net Cash Proceeds" is amended by
     deleting the words "with respect to the proceeds of any Asset Sale or
     series of related Asset Sales in an amount of less than or equal to
     $50,000,000 in the aggregate" in the second proviso therein and
     substituting therefor the words "with respect to up to $50,000,000 in the
     aggregate of proceeds of any Asset Sale or series of related Asset Sales".

          (iii) The definition of the term "Total Debt" is amended by amending
     and restating the parenthetical therein as follows:

                                                                               3

          "(other than Indebtedness of the type referred to in clauses (i) and
          (j) of the definition of the term 'Indebtedness', except to the extent
          of any unreimbursed drawings under Indebtedness of the type referred
          to in clause (j) of such definition)".

     (b) Section 2.27 of the Credit Agreement is hereby amended as follows:

          (i) Section 2.27(a) is amended by replacing the words "in an amount
     not to exceed the Incremental Term Loan Amount" in the first sentence
     therein with the words "(in addition to the Incremental Term Loan
     Commitments established prior to the Amendment No. 1 Effective Date) in an
     aggregate amount on or after the Amendment No. 1 Effective Date not to
     exceed the Incremental Term Loan Amount".

          (ii) The provisos in Section 2.27(b) are hereby amended and restated
     in their entirety as follows:

          "provided that, without the prior written consent of the Required
          Lenders, if the initial yield on any Other Term Loans (as determined
          by the Administrative Agent to be equal to the sum of (x) the Adjusted
          LIBOR margins on the Other Term Loans plus (y) if the Other Term Loans
          are initially made at a discount or the lenders making the same
          receive a fee (other than routine amendment fees) from Terex or any of
          its Subsidiaries for doing so (the amount of such discount or fee,
          expressed as a percentage of the Other Term Loans, being referred to
          herein as "OID"), the amount of such OID divided by the lesser of (A)
          the average life to maturity of such Other Term Loans and (B) 4)
          exceeds by more than 50 basis points (the amount of such excess above
          50 basis points being referred to herein as the "Yield Differential")
          the Applicable Percentage then in effect for Eurodollar Term Loans of
          any Class, then each Applicable Percentage for each adversely affected
          Class of Term Loans shall automatically be increased by the Yield
          Differential, effective upon the making of the Other Term Loans;
          provided further that, without the prior written consent of Lenders
          holding two-thirds in interest of the outstanding Loans and
          Commitments of any Class of Term Loans, (i) the final maturity date of
          any Other Term Loans shall be no earlier than (x) the final maturity
          date of any other Class of Term Loans and (y) if the initial yield
          (determined as provided above) on such Other Term Loans exceeds the
          Applicable Percentage then in effect for Eurodollar Term Loans of any
          Class, the date falling six months after the final maturity date of
          each such adversely affected Class, and (ii) the average life to
          maturity of any Other Term Loans shall be no shorter than (x) the
          average life to maturity of any other Class of Term Loans and (y) if
          the initial yield (determined as provided above) on such Other Term
          Loans exceeds the

                                                                               4

          Applicable Percentage then in effect for Eurodollar Term Loans of any
          Class, six months longer than the average life to maturity of each
          such adversely affected Class."

          (iii) The penultimate sentence of Section 2.27(b) is hereby amended by
     adding to the end thereof the following:

          "and any increase to the Applicable Percentages required by the
          foregoing provisions of this paragraph".

     (c) Section 6.03 of the Credit Agreement is hereby amended by deleting the
words "the Capital Lease Obligations and Liens associated therewith would be
permitted" therein and substituting therefor the words "any lease obligations
and Liens associated therewith would not be prohibited".

     (d) Section 6.05(a) of the Credit Agreement is hereby amended by deleting
the words "all or any substantial part of its assets" in the third line therein
and substituting therefor the words "all or substantially all of the assets of
Terex and the Restricted Subsidiaries".

     (e) Section 6.06 of the Credit Agreement is hereby amended as follows:

          (i) Section 6.06(a)(ii)(B) is hereby amended by deleting the words
     "pursuant to Section 6.09(b)(i), since the Restatement Closing Date shall
     not exceed $50,000,000" set forth therein and substituting therefor the
     words "pursuant to Section 6.09(b)(ii), on or after the Amendment No. 1
     Effective Date shall not exceed $75,000,000"; and

          (ii) Section 6.06(a)(ii)(C) is hereby amended by deleting the words
     "pursuant to this clause (a) and Section 6.09(b)(i)" set forth therein and
     substituting therefor the words "pursuant to this clause (a) and Section
     6.09(b)(ii)".

     (f) Section 6.09 of the Credit Agreement is hereby amended as follows:

          (i) Section 6.09(b) is hereby amended and restated in its entirety as
     follows:

               "(b) Make any distribution, whether in cash, property, securities
          or a combination thereof, other than regular scheduled payments of
          principal and interest as and when due (to the extent not prohibited
          by applicable subordination provisions), in respect of, or pay, or
          offer or commit to pay, or directly or indirectly redeem, repurchase,
          retire or otherwise acquire for consideration, or set apart any sum
          for the aforesaid purposes, any Indebtedness for borrowed money (other
          than the Loans) of any Borrower or any Restricted Subsidiary or pay in
          cash any amount in respect of such Indebtedness that may at the
          obligor's option be paid in kind or in

                                                                               5

          other securities, except that (i) Terex and its Restricted
          Subsidiaries shall be permitted to do any of the foregoing with the
          Net Cash Proceeds of any Equity Issuance or Refinancing Indebtedness
          or the Designated Additional Subordinated Note Issuance, (ii) Terex
          and its Restricted Subsidiaries shall be permitted to do any of the
          foregoing if all of the following conditions are satisfied: (x) at the
          time of such distribution or payment and after giving effect thereto,
          no Default or Event of Default has occurred and is continuing or would
          arise as a result thereof; (y) the amount of all such distributions
          and payments made pursuant to this clause (ii), together with all
          dividends, redemptions and purchases made pursuant to Section
          6.06(a)(ii), on or after the Amendment No. 1 Effective Date shall not
          exceed $75,000,000; and (z) on a pro forma basis and after giving
          effect to such distribution or payment and all other distributions or
          payments pursuant to this clause (ii) and Section 6.06(a)(ii) made
          after the last day of the most recent fiscal quarter for which
          financial statements have been delivered pursuant to Section 5.04(a)
          or (b), as applicable, as if such payments or distributions were made
          in the four-fiscal-quarter period ending on such last day of such
          fiscal quarter, the Consolidated Leverage Ratio as of the end of such
          four-fiscal-quarter period shall be less than 3.85 to 1.00, and (iii)
          Terex may at any time repay Indebtedness of any Borrower or any
          Restricted Subsidiary solely in shares of its capital stock."

          (ii) Section 6.09 of the Credit Agreement is hereby further amended by
     adding at the end thereof the following:

               "(c) In addition to amounts allowed under Section 6.09(b), at any
          time on or after April 1, 2006, Terex may expend up to $210,375,000 to
          repurchase, redeem, prepay or otherwise acquire for value its 10-3/8%
          Senior Subordinated Notes due 2011; provided, however, that at the
          time thereof and after giving effect thereto, no Default or Event of
          Default shall have occurred and be continuing."

     (g) Section 6.11 of the Credit Agreement is hereby amended and restated in
its entirety as follows:

          "SECTION 6.11. Consolidated Leverage Ratio. Permit the Consolidated
     Leverage Ratio on the last day of any fiscal quarter of Terex ending during
     any period set forth below to be in excess of the ratio set forth below for
     such period:

      Period                                                    Ratio
      ------                                                    -----

      Restatement Closing Date - September 30, 2002        5.00 to 1.00

                                                                               6

      October 1, 2002 - September 30, 2003                 4.50 to 1.00
      October 1, 2003 - March 31, 2004                     4.25 to 1.00
      April 1, 2004 - December 31, 2004                    4.00 to 1.00
      January 1, 2005 - June 30, 2005                      3.75 to 1.00
      Thereafter                                           3.50 to 1.00

     (h) Section 6.14 of the Credit Agreement is hereby amended and restated in
its entirety as follows:

          "SECTION 6.14. Senior Secured Debt Leverage Ratio. Permit the Senior
     Secured Debt Leverage Ratio on the last day of any fiscal quarter of Terex
     ending during any period set forth below to be in excess of the ratio set
     forth below for such period:

      Period                                                    Ratio
      ------                                                    -----

      Restatement Closing Date - December 31, 2003         2.25 to 1.00
      January 1, 2004 - June 30, 2005                      2.00 to 1.00
      Thereafter                                          Not Applicable


     SECTION 2. Agreements. (a) The parties hereto hereby agree that so long as
and to the extent that any Term Loans (other than Tranche C Term Loans) remain
outstanding, any Tranche C Lender may elect, by notice to the Administrative
Agent by telephone (confirmed by telecopy) delivered on or prior to 12:00 p.m.
(Noon), New York City time, on November 20, 2003, to decline all or any portion
of the Term Loan Prepayment in respect of its Tranche C Term Loans, in which
case the aggregate amount of the prepayment that otherwise would have been
applied to prepay the Tranche C Term Loans of such Lender shall be applied pro
rata to prepay outstanding Term Loans (other than Tranche C Term Loans).

          (b) Terex agrees to deliver irrevocable notice to redeem the 8-7/8%
     Senior Subordinated Notes in accordance with the redemption provisions
     contained in the Indenture dated as of March 31, 1998 (as amended,
     supplemented or otherwise modified from time to time), among Terex, the
     Guarantors identified therein and The Bank of New York, as trustee, by the
     date that is no later than 10 Business Days following the Amendment No. 1
     Effective Date.

     SECTION 3. Representations and Warranties. To induce the other parties
hereto to enter into this Amendment, each of the Borrowers represents and
warrants to the Administrative Agent, the Collateral Agent, the Issuing Banks
and each of the Lenders that:

          (a) This Amendment has been duly authorized, executed and delivered by
     it and constitutes its legal, valid and binding obligation, enforceable in
     accordance with its terms except as such enforceability may be limited by
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     affecting creditors' rights generally and by general principles of equity
     (regardless of whether such enforceability is considered in a proceeding at
     law or in equity).

                                                                               7

          (b) After giving effect to this Amendment, the representations and
     warranties set forth in Article III of the Credit Agreement are true and
     correct in all material respects on and as of the date hereof with the same
     effect as though made on and as of the date hereof, except to the extent
     such representations and warranties expressly relate to an earlier date.

          (c) After giving effect to this Amendment, no Default or Event of
     Default has occurred and is continuing.

     SECTION 4. Effectiveness. This Amendment shall become effective on the date
that the following conditions are satisfied (the "Amendment No. 1 Effective
Date"):

          (a) The Administrative Agent shall have received counterparts of this
     Amendment that, when taken together, bear the signatures of (i) the
     Borrowers, (ii) the Subsidiary Guarantors and (iii) the Required Lenders
     and Revolving Credit Lenders holding a majority of the outstanding
     Revolving Credit Commitments (whether used or unused) (the "Requisite
     Lenders");

          (b) The Note Issuance shall have been completed and the Term Loan
     Prepayment shall have been made in full;

          (c) The Lenders shall have received the Amendment Fees payable
     pursuant to Section 5 of this Amendment.

     SECTION 5. Amendment Fee. Terex agrees to pay to each Lender that executes
and delivers to the Administrative Agent (or its counsel) a copy of this
Amendment at or prior to 12:00 p.m. (Noon), New York City time, on November 20,
2003, an amendment fee (the "Amendment Fee") in an amount equal to 0.20% of the
sum of such Lender's Revolving Credit Commitment (whether used or unused) and
the principal amount of such Lender's outstanding Term Loans, in each case as
the Amendment No. 1 Effective Date after giving effect to the Term Loan
Prepayment to be made on the Amendment No. 1 Effective Date. The Amendment Fee
shall be payable upon and subject to the effectiveness of this Amendment in
accordance with Section 4 hereof. Once paid, the Amendment Fee shall not be
refundable under any circumstances.

     SECTION 6. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights and remedies of the Lenders, the
Administrative Agent or the Borrowers under the Credit Agreement or any other
Loan Document, and shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect. Nothing
herein shall be deemed to entitle the Borrowers to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances. After the date
hereof, any

                                                                               8

reference to the Credit Agreement shall mean the Credit Agreement as modified
hereby. This Amendment shall constitute a "Loan Document" for all purposes of
the Credit Agreement and the other Loan Documents.

     SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 8. Counterparts. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a
single contract. Delivery of an executed signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually signed
counterpart of this Amendment.

     SECTION 9. Notices. All notices hereunder or in connection herewith shall
be given in accordance with the provisions of Section 9.01 of the Credit
Agreement.

     SECTION 10. Headings. The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION 11. Subsidiary Guarantors. Each of the Subsidiary Guarantors hereby
acknowledges receipt of and consents to the terms of this Amendment.

<page>
                                                                               9

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.

                        TEREX CORPORATION,

                        By
                          ----------------------------
                          Name:
                          Title:

                        NEW TEREX HOLDINGS UK LIMITED,

                        by
                          ----------------------------
                          Name:
                          Title:


                        TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY,

                        by
                          ----------------------------
                          Name:
                          Title:


                        POWERSCREEN INTERNATIONAL LIMITED,

                        by
                          ----------------------------
                          Name:
                          Title:


                        P.P.M. S.A.S.,

                        by
                          ----------------------------
                          Name:
                          Title:


                                                                              10


                        TEREX MINING AUSTRALIA PTY LTD,

                        by
                          ----------------------------
                          Name:
                          Title:


                        TEREX GERMANY GMBH & CO. KG,
                          BY ITS PARTNERS
                          TEREX VERWALTUNGS GMBH and
                          TEREX EUROPEAN HOLDINGS B.V.

                        by
                          ----------------------------
                          Name:
                          Title:


                        TEREX ITALIA S.R.L.,

                        by
                          ----------------------------
                          Name:
                          Title:


                        EACH SUBSIDIARY GUARANTOR LISTED
                        ON SCHEDULE I HERETO,

                        by
                          ----------------------------
                          Name:
                          Title:  Authorized Signatory


                        CREDIT SUISSE FIRST BOSTON, acting
                        through its Cayman Islands branch, individually
                        and as Administrative Agent and as Collateral
                        Agent,

                        by
                          ----------------------------
                          Name:
                          Title:


                        by
                          ----------------------------
                          Name:
                          Title:


                                                                              11

                                SIGNATURE PAGE TO AMENDMENT NO. 1
                                AND AGREEMENT DATED AS OF
                                NOVEMBER 25, 2003, TO THE TEREX
                                CORPORATION AMENDED AND RESTATED
                                CREDIT AGREEMENT DATED AS OF JULY 3,
                                2002.

NAME OF LENDER:________________________________


By
   -----------------------------------------
   Name:
   Title:
<page>


                             Subsidiary Guarantors


The American Crane Corporation
Amida Industries, Inc.
BL-Pegson USA, Inc.
Benford America, Inc.
CMI Dakota Company
CMI Terex Corporation
Cedarapids, Inc.
Coleman Engineering, Inc.
EarthKing, Inc.
Finlay Hydrascreen USA, Inc.
Fuchs Terex, Inc.
Genie Access Services, Inc.
Genie Financial Services, Inc.
Genie Holdings, Inc.
Genie Industries, Inc.
Genie International, Inc.
Genie Lease Management LLC
Genie Manufacturing, Inc.
Genie Portfolio Management LLC
Genie China, Inc.
GFS Commercial LLC
GFS National, Inc.
Go Credit Corporation
Koehring Cranes, Inc.
Lease Servicing & Funding Corp.
O&K Orenstein & Koppel, Inc.
PPM Cranes, Inc.
Payhauler Corp.
Powerscreen Holdings USA Inc.
Powerscreen International LLC
Powerscreen North America, Inc.
Powerscreen USA, LLC
Product Support, Inc.
Royer Industries, Inc.
Schaeff Incorporated
Spinnaker Insurance Company
Standard Havens Products, Inc.
Standard Havens, Inc.
Telelect Southeast Distribution, Inc.
Terex Advance Mixer, Inc.
Terex Cranes, Inc.
Terex Financial Services, Inc.
Terex Mining Equipment, Inc.
Terex-RO Corporation
Terex-Telelect, Inc.
Terex Utilities, Inc.
Terex Utilities South, Inc.
Utility Equipment, Inc.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-22purchag.txt
<DESCRIPTION>EXHIBIT 10.22 - PURCHASE AGMT
<TEXT>
                                  $300,000,000
                                TEREX CORPORATION
                    7-3/8% Senior Subordinated Notes due 2014


                               PURCHASE AGREEMENT

                                                         November 10, 2003

CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.
As Representatives of the Several Purchasers,
c/o Credit Suisse First Boston LLC,
         Eleven Madison Avenue,
         New York, N.Y. 100 10-3629


Dear Sirs:

     1. Introductory. Terex Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several initial purchasers named in Schedule A hereto (the "Purchasers")
U.S. $300,000,000 principal amount of its 7-3/8% Senior Subordinated Notes due
2014 ("Notes") to be issued under an indenture, to be dated as of November 25,
2003 (the "Indenture"), between the Company, the guarantors named therein and
HSBC Bank USA, as Trustee, which Notes will be unconditionally guaranteed by
Koehring Cranes, Inc., Payhauler Corp., Terex Cranes, 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, Powerscreen North
America, Inc., Powerscreen USA, LLC, PPM Cranes, Inc., Royer Industries, Inc.,
Terex Bartell, Inc., Terex Mining Equipment, Inc. and CMI Terex Corporation, CMI
Dakota Company, CMIOIL Corporation, Fuchs Terex, Inc., Genie Access Services,
Inc., Genie China, Inc., Genie Financial Services, Inc., Genie Holdings, Inc.,
Genie Industries, Inc., Genie International, Inc., Genie Manufacturing, Inc.,
GFS Commercial LLC., GFS National, Inc., Go Credit Corporation, Lease Servicing
& Funding Corp., Product Support, Inc., Schaeff Incorporated, Telelect Southeast
Distribution, Inc., Terex Advance Mixer, Inc., Terex Financial Services, Inc.,
Terex Utilities, Inc., Terex Utilities South, Inc., Utility Equipment, Inc. (the
"Guarantors," and together with the Company, the "Issuers"). For purposes of
this agreement, the term "Offered Securities" means the Notes, together with the
guarantees (the "Guarantees") thereof by the Guarantors. The United States
Securities Act of 1933, as amended, is herein referred to as the "Securities
Act."

     Holders (including subsequent transferees) of the Notes will have the
registration rights set forth in the Registration Rights Agreement (the
"Registration Rights Agreement"), to be dated the Closing Date (as hereinafter
defined), in substantially the form of Exhibit A hereto. Pursuant to the
Registration Rights Agreement, the Company and the Guarantors will agree to file
with the Securities and Exchange Commission (the "Commission") under the
circumstances set forth therein, (i) a registration statement under the
Securities Act (the "Exchange Offer Registration Statement") registering an
issue of senior subordinated notes identical in all material respects to the
Notes (the "Exchange Notes") to be offered in exchange for the Notes (the
"Exchange Offer") and (ii) under the circumstances set forth therein, a
registration statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration Statement").

     This Agreement, the Indenture, the Offered Securities, the Exchange Notes
and the Registration Rights Agreement, are sometimes referred to in this
Agreement, individually, as a "Transaction Document" and, collectively, as the
"Transaction Documents," and the execution and delivery of the Indenture and the
issuance and sale of the Offered Securities are sometimes referred to herein,
individually, as a "Transaction" and collectively, as the "Transactions."

     Each of the Issuers, jointly and severally, hereby agrees with the several
Purchasers as follows:

     2. Representations and Warranties of the Company. Each of the Issuers,
jointly and severally, represents and warrants to, and agrees with, the several
Purchasers that:

          (a) A preliminary offering circular dated November 10, 2003, and an
     offering circular relating to the Offered Securities to be offered by the
     Purchasers have been prepared by the Company. Such preliminary offering
     circular and offering circular (including material incorporated by
     reference therein), as supplemented as of the date of this Agreement,
     together with any other document approved by the Company for use in
     connection with the contemplated resale of the Offered Securities are
     hereinafter collectively referred to as the "Offering Document". On the
     date of this Agreement, the Offering Document does not include any untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading. The preceding sentence does not
     apply to statements in or omissions from the Offering Document based upon
     written information furnished to the Company by any Purchaser through
     Credit Suisse First Boston LLC ("CSFB") or Citigroup Global Markets Inc.
     specifically for use therein, it being understood and agreed that the only
     such information is that described as such in Section 7(b). Except as
     disclosed in the Offering Document, the Company's Annual Report on Form
     10-K most recently filed with the Securities and Exchange Commission (the
     "Commission") and all subsequent reports (collectively, the "Exchange Act
     Reports") which have been filed by the Company with the Commission or sent
     to stockholders in either case pursuant to the Securities Exchange Act of
     1934 (the "Exchange Act") did not include, as of their respective dates,
     any untrue statement of a material fact or omit to state any material fact
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading. Such documents, when they were
     filed with the Commission, conformed in all material respects to the
     requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder.

          (b) Each of the Issuers has been duly incorporated and is an existing
     corporation in good standing under the laws of the jurisdiction of its
     incorporation, with the corporate power and authority to own its properties
     and conduct its business as described in the Offering Document; and each of
     the Issuers is duly qualified to do business as a foreign corporation in
     good standing in all other jurisdictions in which its ownership or lease of
     property or the conduct of its business requires such qualification, except
     where the failure to be so qualified and in good standing could not
     reasonably be expected, individually or in the aggregate, to have a
     material adverse effect on the condition (financial or other), business,
     properties or results of operations of the Company and its subsidiaries
     taken as a whole (a "Material Adverse Effect").

          (c) Each subsidiary of the Company other than the Guarantors that (i)
     generates 5% or more of the revenues, (ii) generates 5% or more of the
     operating income, or (iii) holds 5% or more of the assets, in each case, of
     the Company and its subsidiaries on a consolidated

                                        2

     basis (each, a "Significant Non-Guarantor Subsidiary," and, together with
     the Guarantors, each a "Significant Subsidiary"), has been duly
     incorporated and is an existing corporation in good standing under the laws
     of the jurisdiction of its incorporation, with the corporate power and
     authority to own its properties and conduct its business as described in
     the Offering Document; and each Significant Non-Guarantor Subsidiary of the
     Company is duly qualified to do business as a foreign corporation in good
     standing in all other jurisdictions in which its ownership or lease of
     property or the conduct of its business requires such qualification, except
     where the failure to be so qualified and in good standing could not
     reasonably be expected, individually or in the aggregate, to have a
     Material Adverse Effect; all of the issued and outstanding capital stock of
     the Company and of each Significant Subsidiary has been duly authorized and
     validly issued and is fully paid and nonassessable; and, except as
     expressly disclosed or incorporated by reference in the Offering Document
     and except for pledges in favor of Credit Suisse First Boston, as
     collateral agent for the lenders, under the Company's Amended and Restated
     Credit Agreement, dated as of July 3, 2002, as amended (the "Credit
     Facility"), among the Company, certain of its subsidiaries and the lenders
     named therein, the capital stock of each Significant Subsidiary owned by
     the Company, directly or through subsidiaries, is owned free from liens,
     encumbrances and defects.

          (d) On or prior to the Closing Date the Indenture has been duly
     authorized by all necessary corporate action required by the Issuers; the
     Offered Securities have been duly authorized by each of the Issuers by all
     necessary corporate action required by the Issuers; and when the Offered
     Securities are delivered and paid for pursuant to this Agreement and the
     Indenture on the Closing Date (as defined below), the Indenture will have
     been duly executed and delivered by each of the Issuers, such Offered
     Securities will have been duly executed, issued and delivered by each of
     the Issuers and will conform in all material respects to the description
     thereof contained in the Offering Document and the Indenture, assuming due
     authorization, authentication, execution and delivery thereof by the
     Trustee, and such Offered Securities, when executed and authenticated in
     accordance with the provisions of the Indenture, will constitute valid and
     legally binding obligations of each of the Issuers, enforceable in
     accordance with their terms, subject to bankruptcy, insolvency, fraudulent
     transfer, reorganization, moratorium and similar laws of general
     applicability relating to or affecting creditors' rights and to general
     equity principles. At the date of effectiveness of the Exchange Offer
     Registration Statement or the Shelf Registration Statement, as the case may
     be, the Indenture will conform in all material respects to the requirements
     of the Trust Indenture Act of 1939, as amended (the "TIA" or "Trust
     Indenture Act"), and the rules and regulations of the Commission applicable
     to an indenture which is qualified thereunder.

          (e) Except as disclosed or reflected in the fees and expenses set
     forth in the Offering Document, there are no contracts, agreements or
     understandings between the Company and any person that would give rise to a
     valid claim against the Company or any Purchaser for a brokerage
     commission, finder's fee or other like payment in connection with the
     Transactions.

          (f) Except for (a) that certain Registration Rights Agreement, dated
     as of July 3, 2002, among the Company, Robert Wilkerson, S. Ward Bushnell,
     F. Roger Brown, the Wilkerson Limited Partnership, and the Bushnell Limited
     Partnership and (b) that certain Registration Rights Agreement, dated
     August 28, 2003, by and between the Company and SDC Prague, s.r.o., there
     are no contracts, agreements or understandings between the Company and any
     person granting such person the right to require the Company to file a
     registration statement under the Securities Act with respect to any
     securities of the Company owned or to be owned by such person or to require
     the Company to include such securities in

                                        3

     any securities being registered pursuant to any other registration
     statement filed by the Company under the Securities Act.

          (g) Except for those which have been previously obtained or as to
     which the failure to obtain would not, individually or in the aggregate,
     have a material adverse effect on the consummation of the Transactions by
     the Issuers, no consent, approval, authorization, or order of, or filing
     with, any governmental agency or body or any court is required for the
     consummation of the Transactions as contemplated by (i) this Agreement in
     connection with the issuance and sale of the Offered Securities by the
     Issuers, or (ii) any other Transaction Documents in connection with the
     consummation of the transactions contemplated therein.

          (h) The execution, delivery and performance by each of the Company and
     its subsidiaries (to the extent each is a party thereto) of each of the
     Transaction Documents and compliance with the terms and provisions thereof
     will not result in a breach or violation of any of the terms and provisions
     of, or constitute a default under, (i) any statute, rule, regulation or
     order of any governmental agency or body or any court, domestic or foreign,
     having jurisdiction over the Company or any Significant Subsidiary of the
     Company or any of their properties, or (ii) any agreement or instrument to
     which the Company or any such Significant Subsidiary is a party or by which
     the Company or any such Significant Subsidiary is bound or to which any of
     the properties of the Company or any such Significant Subsidiary is
     subject, or (iii) the charter or by-laws of the Company or any such
     Significant Subsidiary, except (A) in each case, that any rights to
     indemnity and contribution may be limited by federal and state securities
     laws and public policy considerations and (B) in the case of clauses (i)
     and (ii) for such breaches, violations or defaults as would not,
     individually or in the aggregate, have a material adverse effect on the
     consummation of the Transactions by such parties; and each of the Issuers
     has full corporate power and authority to authorize, issue and sell the
     Offered Securities as contemplated by this Agreement.

          (i) This Agreement has been duly authorized, executed and delivered by
     the Company. Each of the other Transaction Documents has been, or as of the
     Closing Date will have been, duly authorized, by each of the Company and
     its subsidiaries (to the extent each is a party thereto), each of the other
     Transaction Documents (with the exception of the Exchange Notes) has been,
     or as of the Closing Date will have been, assuming due authorization,
     authentication, execution and delivery thereof by the Trustee, to the
     extent applicable, executed and delivered by each of the Company and its
     subsidiaries (to the extent each is a party thereto), and each Transaction
     Document conforms or will conform in all material respects to the
     descriptions thereof contained in the Offering Document and each
     Transaction Document (other than this Agreement), assuming due
     authorization, authentication, execution and delivery thereof by the
     Trustee, to the extent applicable, is or will constitute valid and legally
     binding obligations of the Company and its subsidiaries (to the extent each
     is a party thereto), enforceable in accordance with its respective terms,
     except that any rights to indemnity and contribution may be limited by
     federal and state securities laws and public policy considerations and
     subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws of general applicability relating to or
     affecting creditors' rights and to general equity principles.

          (j) Except as disclosed in the Offering Document, the Company and its
     Significant Subsidiaries have good title to all real properties and all
     other properties and assets owned by them that are material to the Company
     and its subsidiaries taken as a whole, in each case free from liens and
     encumbrances that would materially affect the value thereof or materially
     interfere with the use made or to be made thereof by them; and except as
     disclosed in the Offering Document, the Company and its Significant
     Subsidiaries hold any leased real or personal property that is material to
     the Company and its subsidiaries taken as a whole under

                                        4

     valid and enforceable leases with no exceptions that would materially
     interfere with the use made or to be made thereof by them.

          (k) The Company and its subsidiaries (A) possess all certificates,
     authorities or permits issued by appropriate governmental agencies or
     bodies necessary to conduct the business now operated by them, except for
     those which the failure to so possess could not reasonably be expected,
     individually or in the aggregate, to have a Material Adverse Effect and (B)
     have not received any notice of proceedings relating to the revocation or
     modification of any such certificate, authority or permit that, if
     determined adversely to the Company or any of its subsidiaries, would
     reasonably be expected, individually or in the aggregate, to have a
     Material Adverse Effect.

          (l) Except as disclosed in the Offering Document, no labor strike,
     slowdown, stoppage or dispute (except for routine disciplinary and
     grievance matters) with the employees of the Company or any subsidiary
     exists or, to the knowledge of the Company, is imminent, that would
     reasonably be expected, individually or in the aggregate, to have a
     Material Adverse Effect.

          (m) The Company and its subsidiaries own, possess, have the right to
     use, or can acquire on reasonable terms, adequate trademarks, trade names
     and other rights to inventions, know-how, patents, copyrights, confidential
     information and other intellectual property (collectively, "intellectual
     property rights") used in the conduct of the business now operated by them,
     except for such failures to so own, possess or have the right to use or
     acquire such intellectual property rights which would not reasonably be
     expected, individually or in the aggregate, to have a Material Adverse
     Effect, and have not received any notice of infringement of or conflict
     with asserted rights of others with respect to any intellectual property
     rights that, if determined adversely to the Company or any of its
     subsidiaries, would, individually or in the aggregate, have a Material
     Adverse Effect.

          (n) Except as disclosed in the Offering Document, neither the Company
     nor any of its subsidiaries (i) is in violation of any statute, rule,
     regulation, decision or order of any governmental agency or body or any
     court, domestic or foreign, relating to the use, disposal or release of
     hazardous or toxic substances or relating to the protection or restoration
     of the environment or human exposure to hazardous or toxic substances
     (collectively, "environmental laws"), (ii) owns or operates any real
     property that to the knowledge of the Company is contaminated with any
     substance that is subject to any environmental laws, (iii) is to the
     knowledge of the Company liable for any off-site disposal or contamination
     pursuant to any environmental laws, or (iv) is to the knowledge of the
     Company subject to any claim relating to any environmental laws, in each
     case of clauses (i), (ii), (iii) or (iv) above, which violation,
     contamination, liability or claim would individually or in the aggregate
     have a Material Adverse Effect; and the Company is not aware of any pending
     investigation which might lead to such a claim.

          (o) Except as disclosed in the Offering Document, there are no pending
     actions, suits or proceedings against or affecting the Company, any of its
     subsidiaries or any of their respective properties that have a reasonable
     likelihood of being adversely determined and, if determined adversely to
     the Company or any of its subsidiaries, would individually or in the
     aggregate have a Material Adverse Effect, or would materially and adversely
     affect the ability of the Company to perform its obligations under the
     Transaction Documents, or which are otherwise material in the context of
     the sale of the Offered Securities; and no such actions, suits or
     proceedings are threatened in writing or, to the Company's knowledge,
     contemplated.

                                        5

          (p) The financial statements included or incorporated by reference in
     the Offering Document present fairly in all material respects the financial
     position, as applicable, (a) of the Company and its consolidated
     subsidiaries and (b) of Genie Holdings, Inc. and its consolidated
     subsidiaries, in each case as of the dates shown and their results of
     operations and cash flows for the periods shown (subject in the case of
     interim financial statements to normal year-end adjustments), and such
     financial statements have been prepared in conformity with generally
     accepted accounting principles in the United States applied on a consistent
     basis and the schedules included or incorporated by reference in the
     Offering Document present fairly the information required to be stated
     therein.

          (q) Except as disclosed in the Offering Document, since the date of
     the latest audited financial statements included in the Offering Document,
     there has been no material adverse change, nor any development or event
     that could reasonably be expected to result in a material adverse change,
     in the condition (financial or other), business, properties or results of
     operations of the Company and its subsidiaries taken as a whole, and,
     except as disclosed in or contemplated by the Offering Document, there has
     been no dividend or distribution of any kind declared, paid or made by the
     Company on any class of its capital stock.

          (r) None of the Issuers is an open-end investment company, unit
     investment trust or face-amount certificate company that is or is required
     to be registered under Section 8 of the United States Investment Company
     Act of 1940 (the "Investment Company Act"); and each of the Issuers is not
     and, after giving effect to the offering and sale of the Offered Securities
     and the application of the proceeds thereof as described in the Offering
     Document, will not be an "investment company" as defined in the Investment
     Company Act.

          (s) No securities of the Company or any of its subsidiaries the same
     class (within the meaning of Rule 144A(d)(3) under the Securities Act) as
     the Offered Securities are listed on any national securities exchange
     registered under Section 6 of Exchange Act or quoted in a U.S. automated
     inter-dealer quotation system.

          (t) Assuming the representations of the Purchasers set forth in
     Section 4 below are true and correct and that the Purchasers comply in all
     material respects with applicable federal and state securities laws and
     regulations in connection with the initial resale of the Offered
     Securities, the offer and sale of the Offered Securities in the manner
     contemplated by this Agreement will be exempt from the registration
     requirements of the Securities Act by reason of Section 4(2) thereof and
     Regulation S thereunder; and it is not necessary to qualify an indenture in
     respect of the Offered Securities under the TIA.

          (u) Neither the Company, nor any of its affiliates, nor any person
     acting on its or their behalf (i) has, within the six-month period prior to
     the date hereof, offered or sold in the United States or to any U.S. person
     (as such terms are defined in Regulation S under the Securities Act) the
     Offered Securities or any security of the same class or series as the
     Offered Securities or (ii) has offered or will offer or sell the Offered
     Securities (A) in the United States by means of any form of general
     solicitation or general advertising within the meaning of Rule 502(c) under
     the Securities Act or (B) with respect to any such securities sold in
     reliance on Rule 903 of Regulation S ("Regulation S") under the Securities
     Act, by means of any directed selling efforts within the meaning of Rule
     902(c) of Regulation S. The Company, its affiliates and any person acting
     on its or their behalf have complied in all material respects and will
     comply in all material respects with the offering restrictions requirement
     of Regulation S in connection with the offer and sale of the Offered
     Securities. The Company has not entered and will not enter into any
     contractual arrangement with respect to the distribution of the Offered
     Securities except for this Agreement.

          (v) The Company is subject to Section 13 or 15(d) of the Exchange Act.

                                        6

          (w) The Company is permitted by the terms of the Credit Facility to
     use the proceeds of this Offering in the manner described in the Offering
     Document.

          (x) The Company's "disclosure controls and procedures" (as defined as
     Rule 13a15 of the Exchange Act) are reasonably designed to ensure that
     information required to be disclosed by the Company in the reports that it
     files or submits under the Exchange Act is recorded, processed, summarized
     and reported in accordance with the Exchange Act and the rules and
     regulations thereunder. The Company has carried out evaluations, under the
     supervision and with the participation of the Company's management, of the
     effectiveness of the design and operation of the Company's disclosure
     controls and procedures in accordance with Rule 13a-15 of the Exchange Act.

     3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, at a purchase price of 97.36% of the principal amount thereof
plus accrued interest from November 25, 2003 to the Closing Date (as hereinafter
defined), the respective principal amounts of Notes set forth opposite the names
of the several Purchasers in Schedule A hereto.

     The Company will deliver against payment of the purchase price the Offered
Securities in the form of one or more permanent global securities in definitive
form (the "Global Securities") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent Global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Document. Payment for the Offered Securities shall be made by the
Purchasers in Federal (same day) funds by wire transfer to an account at a bank
designated by the Company and reasonably acceptable to CSFB at the office of
Skadden, Arps, Slate, Meagher & Flom LLP at 9:00 A.M. (New York time), on
November 25, 2003, or at such other time not later than seven full business days
thereafter as CSFB and the Company determine, such time being herein referred to
as the "Closing Date," against delivery to the Trustee as custodian for DTC of
the Global Securities representing all of the Securities. The Global Securities
will be made available for checking at the above office at least 24 hours prior
to the Closing Date.

     4. Representations by Purchasers; Resale by Purchasers.

          (a) Each Purchaser severally represents and warrants to the Company
     that it is an "accredited investor" within the meaning of Regulation D
     under the Securities Act.

          (b) Each Purchaser severally agrees that it and each of its affiliates
     has not entered and will not enter into any contractual arrangement with
     respect to the distribution of the Offered Securities except for any such
     arrangements with the other Purchaser or affiliates of the other Purchaser
     or with the prior written consent of the Company.

          (c) Each Purchaser severally agrees that it and each of its affiliates
     will not offer or sell the Offered Securities in the United States by means
     of any form of general solicitation or general advertising within the
     meaning of Rule 502(c) under the Securities Act, including, but not limited
     to (i) any advertisement, article, notice or other communication published
     in any newspaper, magazine or similar media or broadcast over television or
     radio, or (ii) any seminar or meeting whose attendees have been invited by
     any general solicitation or general advertising. Each Purchaser severally
     agrees, with respect to resales made in reliance on Rule 144A of any of the
     Offered Securities, to deliver either with the confirmation of such resale
     or otherwise prior to settlement of such resale a notice to the effect that
     the resale of

                                        7

     such Offered Securities has been made in reliance upon the exemption from
     the registration requirements of the Securities Act provided by Rule 144A.

          (d) Each of the Purchasers severally represents and agrees that (i) it
     has not offered or sold and prior to the date six months after the date of
     issue of the Offered Securities will not offer or sell any Offered
     Securities to persons in the United Kingdom except to persons whose
     ordinary activities involve them in acquiring, holding, managing or
     disposing of investments (as principal or agent) for the purposes of their
     businesses or otherwise in circumstances which have not resulted and will
     not result in an offer to the public in the United Kingdom within the
     meaning of the Public Offers of Securities Regulations 1995; (ii) it has
     only communicated or caused to be communicated and will only communicate or
     cause to be communicated any invitation or inducement to engage in
     investment activity (within the meaning of section 21 of the Financial
     Services and Markets Act 2000 (the "FSMA")) received by it in connection
     with the issue or sale of any Offered Securities in circumstances in which
     section 21(1) of the FSMA does not apply to the Issuers; and (iii) it has
     only issued or passed on and will only issue or pass on in the United
     Kingdom any document received by it in connection with the issue of the
     Offered Securities to a person who is of a kind described in Article 11(3)
     of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
     Order 1996 or is a person to whom such document may otherwise lawfully be
     issued or passed on.

          (e) Each Purchaser understands that the Offered Securities are being
     sold to it hereunder in a transaction not involving a public offering in
     the United States within the meaning of the Securities Act, that the
     Offered Securities have not been, and except as described in the
     Registration Rights Agreement, will not be registered under the Securities
     Act, and that such Purchaser will only offer such Offered Securities for
     resale (i) inside the United States to persons whom such Purchaser
     reasonably believes is a "qualified institutional buyer" meeting the
     requirements of Rule 144A under the Securities Act, (ii) outside the United
     States in a transaction complying with Rule 904 under the Securities Act,
     (iii) pursuant to an exemption from registration under the Securities Act
     provided by Rule 144 (if available), or (iv) pursuant to an effective
     registration statement under the Securities Act, and, in each case of
     clauses (i) through (iv), in accordance with any applicable securities laws
     of any state of the United States, and such Purchaser will notify any
     subsequent purchaser from it of such Offered Securities of the resale
     restrictions applicable to the Offered Securities referred to in the
     Indenture and the Offering Document.

          (f) Each Purchaser represents and agrees that it is not acquiring the
     Offered Securities with a view to any distribution thereof in a transaction
     that would violate the Securities Act or the securities laws of any state
     of the United States or any other applicable jurisdiction.

          (g) Each Purchaser understands and acknowledges that the availability
     of an exemption from registration under the Securities Act of the offer and
     sale of the Offered Securities depends in part on, and the Issuers and, for
     the purposes of the opinions to be delivered to the Purchasers pursuant to
     Section 6 hereof, counsel for the Issuers and counsel for the Purchasers
     will rely upon, the accuracy of the foregoing representations, and such
     Purchaser hereby consents to such reliance.

     5. Certain Agreements of the Company. Each of the Issuers, jointly and
severally, agrees with the several Purchasers that:

          (a) The Company will advise CSFB promptly of any proposal to amend or
     supplement the Offering Document and will not effect such amendment or
     supplementation without CSFB's consent, which consent shall not be
     unreasonably withheld or delayed. If, at

                                        8

     any time prior to the completion of the resale of the Offered Securities by
     the Purchasers, any event occurs as a result of which the Offering Document
     as then amended or supplemented would include an untrue statement of a
     material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading, the Company promptly will notify CSFB of such event
     and promptly will prepare, at its own expense, an amendment or supplement
     which will correct such statement or omission or effect such compliance.
     Neither CSFB 's consent to, nor the Purchasers' delivery of, any such
     amendment or supplement shall constitute a waiver of any of the conditions
     set forth in Section 6.

          (b) The Company will furnish to CSFB copies of any preliminary
     offering circular, the Offering Document and all amendments and supplements
     to such documents, in each case in such quantities as CSFB reasonably
     requests. At any time when the Company is not subject to Section 13 or
     15(d) of the Exchange Act, the Company will promptly furnish or cause to be
     furnished to CSFB (and, upon request, to the other Purchasers) and, upon
     request of holders and prospective purchasers of the Offered Securities, to
     such holders and purchasers, copies of the information required to be
     delivered to holders and prospective purchasers of the Offered Securities
     pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
     provision thereto) in order to permit compliance with Rule 144A in
     connection with resales by such holders of the Offered Securities. The
     Company will pay the expenses of printing and distributing to the
     Purchasers all such documents.

          (c) The Company will arrange for the qualification of the Offered
     Securities for sale and the determination of their eligibility for
     investment under the laws of such jurisdictions as CSFB reasonably
     designates and will continue such qualifications in effect so long as
     required for the resale of the Offered Securities by the Purchasers.

          (d) During the period of two years hereafter, the Company will furnish
     to CSFB and, upon request, to the other Purchasers, as soon as practicable
     after the end of each fiscal year, a copy of its annual report to
     stockholders for such year; and the Company will furnish to CSFB and, upon
     request, to the other Purchasers, as soon as available, a copy of each
     other report and any definitive proxy statement of the Company filed with
     the Commission under the Exchange Act, or mailed to stockholders.

          (e) During the period of two years after the Closing Date, the Company
     will, upon request, furnish to CSFB and the other Purchasers and any holder
     of Offered Securities a copy of the restrictions on transfer applicable to
     the Offered Securities.

          (f) During the period of two years after the Closing Date, the Company
     will not, and will not permit any of its affiliates (as defined in Rule 144
     under the Securities Act) to, resell any of the Offered Securities that
     have been reacquired by any of them.

          (g) During the period of two years after the Closing Date, each of the
     Issuers will not be or become, an open-end investment company, unit
     investment trust or face-amount certificate company that is or is required
     to be registered under Section 8 of the Investment Company Act.

          (h) The Company will pay all expenses incidental to the performance of
     its obligations under this Agreement and the Indenture, including (i) the
     fees and expenses of the Trustee and its professional advisers; (ii) all
     expenses in connection with the execution, issuance, authentication,
     packaging and initial delivery of the Offered Securities, the preparation
     and printing of this Agreement, the Indenture, the Offered Securities, the
     Offering Document and amendments and supplements thereto, and any other
     document relating to the issuance, offer, sale and delivery of the Offered
     Securities; (iii) the cost of

                                        9

     listing the Offered Securities and qualifying the Offered Securities for
     trading in The Portals'" Market ("PORTAL") and any expenses incidental
     thereto; (iv) the cost of any advertising approved by the Company in
     connection with the issue of the Offered Securities; (v) any expenses
     (including reasonable fees and disbursements of counsel) incurred in
     connection with qualification of the Offered Securities for sale under the
     laws of such jurisdictions as CSFB designates and the printing of memoranda
     relating thereto; (vi) any fees charged by investment rating agencies for
     the rating of the Offered Securities; and (vii) expenses incurred in
     distributing the Offering Document (including any amendments and
     supplements thereto) to the Purchasers. The Company will also pay for any
     travel expenses of the Company's officers and employees and any other
     expenses of the Company in connection with attending or hosting meetings
     with prospective purchasers of the Offered Securities.

          (i) In connection with the offering, until CSFB shall have notified
     the Company and the other Purchasers of the completion of the resale by the
     Purchasers of the Offered Securities, neither the Company nor any of its
     affiliates has or will, either alone or with one or more other persons, bid
     for or purchase for any account in which it or any of its affiliates has a
     beneficial interest any Offered Securities or attempt to induce any person
     to purchase any Offered Securities; and neither it nor any of its
     affiliates will make bids or purchases for the purpose of creating actual,
     or apparent, active trading in, or of raising the price of, the Offered
     Securities.

          (j) During the period beginning on the date hereof and continuing to
     and including the Closing Date, none of the Issuers will offer, sell,
     contract to sell, announce their intention to sell, pledge or otherwise
     dispose of, directly or indirectly, any United States dollar denominated
     debt securities issued or guaranteed by any of the Issuers and having a
     maturity of more than one year from the date of issue. None of the Issuers
     will at any time offer, sell, contract to sell, pledge or otherwise dispose
     of, directly or indirectly, any securities under circumstances where such
     offer, sale, pledge, contract or disposition would cause the exemption
     afforded by Section 4(2) of the Securities Act or the safe harbor of
     Regulation S thereunder to cease to be applicable to the offer and sale of
     the Offered Securities.

     6. Conditions of the Obligations of the Purchasers. The obligations of the
Purchasers to purchase and pay for the Offered Securities will be subject to the
accuracy in all material respects of the representations and warranties on the
part of the Issuers herein, to the accuracy in all material respects of the
statements of officers of the Issuers made pursuant to the provisions hereof, to
the performance by the Issuers of their respective obligations hereunder and to
the following additional conditions precedent:

          (a) The Purchasers shall have received a letter, dated the date of
     this Agreement, from PricewaterhouseCoopers LLP confirming that they are
     independent public accountants within the meaning of the Securities Act and
     the applicable published rules and regulations thereunder ("Rules and
     Regulations") and stating to the effect that:

               (1) in their opinion the financial statements and schedules
          examined by them and included or incorporated by reference in the
          Offering Document comply as to form in all material respects with the
          applicable accounting requirements of the Securities Act and the
          related published Rules and Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 100, Interim Financial Information, on the unaudited financial
          statements in the Exchange Act Reports;

                                       10

               (iii) on the basis of a reading of the latest available interim
          financial statements of the Company, and of all subsidiaries of the
          Company for which such interim financial statements are provided,
          inquiries of officials of the Company, and of such subsidiaries, who
          have responsibility for financial and accounting matters and other
          specified procedures, nothing came to their attention that caused them
          to believe that:

                    (A) the unaudited financial statements included in the
               Exchange Act Reports do not comply as to form in all material
               respects with the applicable accounting requirements of the
               Securities Act and the related published Rules and Regulations or
               any material modifications should be made to such unaudited
               financial statements for them to be in conformity with generally
               accepted accounting principles;

                    (B) at the date of the latest available balance sheet read
               by such accountants, or at a subsequent specified date not more
               than three business days prior to the date of this Agreement,
               there was any change in the common stock or any increase in
               long-term debt of the Company and its consolidated subsidiaries,
               or at the date of the latest available balance sheet read by such
               accountants, there was any decrease in consolidated net current
               assets (working capital) or decrease in stockholders' equity of
               the Company and its consolidated subsidiaries, as compared with
               amounts shown on the latest balance sheet included in the
               Offering Document; or

                    (C) for the period from the closing date of the latest
               income statement included in the Offering Document to the closing
               date of the latest available income statement read by such
               accountants there were any decreases, as compared with the
               corresponding period of the previous year and with the period of
               corresponding length ended the date of the latest income
               statement included in the Offering Document, in consolidated net
               sales or income from operations or net income;

          except in all cases set forth in clauses (A), (B) and (C) above for
          changes, increases or decreases which the Offering Document discloses
          have occurred or may occur or which are described in such letter; and

               (iv) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained or incorporated by reference in the Offering Document (in
          each case to the extent that such dollar amounts, percentages and
          other financial information are derived from the general accounting
          records of the Company and its subsidiaries subject to the internal
          controls of the Company's accounting system or are derived directly
          from such records by analysis or computation) with the results
          obtained from inquiries, a reading of such general accounting records
          and other procedures specified in such letter and have found such
          dollar amounts, percentages and other financial information to be in
          agreement with such results, except as otherwise specified in such
          letter.

     All financial statements and schedules included in material incorporated by
reference into the Offering Document shall be deemed included in the Offering
Document.

          (b) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the

                                       11

     condition (financial or other), business, properties or results of
     operations of the Company and its subsidiaries taken as one enterprise
     which, in the judgment of a majority in interest of the Purchasers
     including CSFB, is material and adverse and makes it impractical or
     inadvisable to proceed with completion of the offering or the sale of and
     payment for the Offered Securities; (ii) any downgrading in the rating of
     any debt securities of the Company by any "nationally recognized
     statistical rating organization" (as defined for purposes of Rule 436(g)
     under the Securities Act), or any public announcement that any such
     organization has under surveillance or review its rating of any debt
     securities of the Company (other than an announcement with positive
     implications of a possible upgrading, and no implication of a possible
     downgrading, of such rating); (iii) any material change in U.S. or
     international financial, political or economic conditions or currency
     exchange rates or exchange controls as would, in the judgment of a majority
     in interest of the Purchasers including CSFB, be likely to prejudice
     materially the issuance, sale or redistribution of the Offered Securities,
     (iv) any material suspension or material limitation of trading in
     securities generally on the New York Stock Exchange, or any setting of
     minimum prices for trading on such exchange, or any suspension of trading
     of any securities of the Company on any exchange or in the over-the-counter
     market; (v) any banking moratorium declared by U.S. Federal or New York
     authorities; (vi) any major disruption of settlements of securities or
     clearance services in the United States or (vii) any attack on, outbreak or
     escalation of major hostilities or major acts of terrorism involving the
     United States, any declaration of war by Congress or any other substantial
     national or international calamity or emergency if, in the judgment of a
     majority in interest of the Purchasers including CSFB, the effect of any
     such attack, outbreak, escalation, act, declaration, calamity or emergency
     makes it impractical or inadvisable to proceed with completion of the
     offering or sale of and payment for the Offered Securities.

          (c) The Purchasers shall have received an opinion, dated such Closing
     Date, of Bryan Cave LLP, counsel for the Company, that:

               (i) The Issuers organized under the laws of the State of Delaware
          and each Significant Subsidiary organized under the laws of the State
          of Delaware are corporations, validly existing and in good standing
          under the laws of the State of Delaware and have all requisite
          corporate power and authority to own their respective properties and
          carry on their respective businesses as described in the Offering
          Document;

               (ii) The Issuers organized under the laws of the State of
          Delaware (to the extent each is a party) have taken all necessary
          corporate action to duly authorize, execute, deliver and perform their
          respective obligations under this Agreement, the Indenture, the
          Offered Securities, the Exchange Notes and the Registration Rights
          Agreement (collectively, the "Closing Documents"); the Issuers
          organized under the laws of the State of Delaware have taken all
          necessary corporate action to execute, deliver and issue the Offered
          Securities; the Offered Securities have been validly authorized,
          executed, issued and delivered by the Issuers organized under the laws
          of the State of Delaware and each of the Closing Documents conforms in
          all material respects to the description thereof contained in the
          Offering Document; and each of the Closing Documents (other than this
          Agreement) have been validly executed and delivered by, and constitute
          the legal, valid and binding obligations of, each of the Issuers (to
          the extent each is a party thereto), enforceable against the Issuers
          in accordance with the terms thereof, except that any rights to
          indemnity and contribution thereunder may be limited by federal and
          state securities laws and public policy consideration and subject to
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability relating to or
          affecting creditors' rights and to general equity principles;

                                       12

               (iii) Each of the Issuers is not and, after giving effect to the
          offering and sale of the Offered Securities and the application of the
          proceeds thereof as described in the Offering Document and the
          consummation of the other Closing Transactions (as defined below),
          will not be an "investment company" within the meaning of the
          Investment Company Act of 1940, as amended;

               (iv) Except for those consents as to which the failure to obtain
          would not, individually or in the aggregate, have a material adverse
          effect on the consummation of the relevant Closing Transaction,
          neither the Company nor any Significant Subsidiary incorporated under
          the laws of the State of Delaware ("Domestic Significant
          Subsidiaries") is required to obtain any consent, approval,
          authorization or order of, or filing with, any governmental authority
          under any Applicable Law (as defined) in connection with the
          consummation by the Company and the Domestic Significant Subsidiaries
          of the transactions contemplated by the Closing Documents or otherwise
          in connection with the execution and delivery of the Indenture and the
          issuance and sale of the Offered Securities (the "Closing
          Transactions"), except such as may be required under state securities
          laws (with respect to which such counsel need express no opinion);

               (v) The execution, delivery and performance by the Company and
          its subsidiaries (to the extent each is a party thereto) of each of
          the Closing Documents (including the issuance and sale of the Offered
          Securities) and compliance by the Company and such subsidiaries
          therewith will not conflict with, constitute a default under or
          violate (i) any provision of the charter or by-laws of the Company or
          any Domestic Significant Subsidiary, (ii) any provision of any
          material applicable law, rule or regulation (other than state
          securities and blue sky laws, as to which such counsel need express no
          opinion and except that any rights to indemnity and contribution
          herein may be limited by federal and state securities laws and public
          policy considerations), (iii) to our knowledge, any judgment, order,
          writ, injunction or decree to which the Company, its subsidiaries or
          any of their respective properties are subject, or (iv) any agreement
          or instrument filed as an exhibit to the Company's Exchange Act
          Reports;

               (vi) Such counsel has participated in the preparation of the
          Offering Document and, although such counsel is not passing upon and
          does not assume responsibility for the accuracy, completeness or
          fairness of the Offering Document (except statements made under the
          captions "Description of the Notes," "Description of Bank Credit
          Facility and Bank Amendment" and "Certain United States Federal Tax
          Considerations" of the Offering Document insofar as they relate to
          legal matters), such counsel shall state that, based upon such
          participation but without independent review or verification, nothing
          has come to such counsel's attention which causes it to believe that,
          at any time from the date thereof through the Closing Date, the
          Offering Document (except for financial statements and related notes,
          and financial and statistical data and supporting schedules included
          therein, as to which such counsel need express no opinion) contained
          any untrue statement of a material fact or omitted to state a material
          fact required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were made,
          not misleading; the descriptions in the Offering Document of statutes,
          legal and governmental proceedings and contracts are accurate in all
          material respects and fairly present the information required to be
          shown; and such counsel do not know of any legal or governmental
          proceedings that were required to be described in any of the Exchange
          Act Reports as of their respective dates which are not described as
          required or of any contracts or

                                       13

          documents of a character that were required to be described in any of
          the Exchange Act Reports as of their respective dates or to be filed
          as exhibits to the respective Exchange Act Reports as of their
          respective dates which are not described and filed as required.

               (vii) Assuming the representations of the Purchasers set forth in
          Section 4 of this Agreement are true, complete and correct in all
          material respects and assuming compliance in all material respects by
          the Purchasers with the covenants set forth in this Agreement and with
          applicable federal and state securities laws and regulations in
          connection with the initial resale of the Offered Securities, it is
          not necessary in connection with (i) the offer, sale and delivery of
          the Offered Securities by the Company to the Purchasers pursuant to
          this Agreement or (ii) the resales of the Offered Securities by the
          Purchasers in the manner contemplated by this Agreement, to register
          the Offered Securities under the Securities Act or to qualify an
          indenture in respect thereof under the Trust Indenture Act.

               Such counsel may state that, as it relates to enforceability, the
          opinions expressed in clause (v) are limited by (1) bankruptcy,
          insolvency, fraudulent conveyance and similar laws affecting
          creditors' rights generally and (2) equitable principles of general
          applicability. Such counsel may also qualify such opinion in other
          respects reasonably acceptable to the Purchasers.

          (d) The Purchasers shall have received an opinion, dated such Closing
     Date, of Eric I Cohen, general counsel of the Company, to the effect that:

               (i) The Issuers and each Significant Subsidiary incorporated
          within the United States of America (the "Domestic Significant
          Subsidiaries") have been duly incorporated and are existing
          corporations in good standing under the laws of their respective
          jurisdictions of incorporation, with corporate power and authority to
          own their respective properties and conduct their respective
          businesses as described in the Offering Documents; and the Issuers and
          each Domestic Significant Subsidiary are duly qualified to do business
          as foreign corporations in good standing in all other jurisdictions in
          which their ownership or lease of property or the conduct of their
          business requires such qualifications, except to the extent that the
          failure to be so qualified and in good standing could not reasonably
          be expected, individually or in the aggregate, to have a Material
          Adverse Effect. Based on such counsel's review of organizational
          documents (or English translations thereof) of each Significant
          Subsidiary incorporated outside the United States of America (the
          "Foreign Significant Subsidiaries") and interviews and statements of
          persons who are informed as to the formation and status of the Foreign
          Significant Subsidiaries, the Foreign Significant Subsidiaries have
          been duly incorporated and are existing corporations in good standing
          under the laws of their respective countries of organization, with
          corporate power and authority to own their respective properties and
          conduct their respective businesses as described in the Offering
          Document; based on such counsel's review of organizational documents
          (or English translations thereof) of the Foreign Significant
          Subsidiaries and interviews and statements of persons who are informed
          as to the formation and status of the Foreign Significant
          Subsidiaries, the Foreign Significant Subsidiaries are duly qualified
          to do business as foreign corporations in good standing in all other
          jurisdictions in which their ownership or lease of property or the
          conduct of their business requires such qualifications, except to the
          extent that the failure to be so qualified and in good standing could
          not reasonably be expected, individually or in the aggregate, to have
          a Material Adverse Effect.

                                       14

               (ii) Based upon such counsel's examination of the corporate stock
          books and records of each of the Domestic Significant Subsidiaries and
          the corporate stock books and records (or English translations
          thereof) of the Foreign Significant Subsidiaries and interviews and
          statements of persons who are informed as to the status of the Foreign
          Significant Subsidiaries, all outstanding shares of the capital stock
          of the Company and each Significant Subsidiary have been duly
          authorized and validly issued, are fully paid and nonassessable and
          conform in all material respects to the description thereof contained
          in the Exchange Act Reports; and the securityholders of each the
          Issuers have no preemptive rights with respect to the Offered
          Securities;

               (iii) Except for those agreements referred to in the
          representation set forth in Section 2(f) hereof, there are no
          contracts, agreements or understandings known to such counsel between
          any of the Issuers and any person granting such person the right to
          require any of the Issuers to file a registration statement under the
          Act with respect to any securities of any of the Issuers owned or to
          be owned by such person or to require any of the Issuers to include
          such securities in securities being registered pursuant to any other
          registration statement filed by any of the Issuers under the
          Securities Act;

               (iv) Except for those consents as to which the failure to obtain
          would not, individually or in the aggregate, have a material adverse
          effect on the consummation of the relevant Transaction, no consent,
          approval, authorization or order of, or filing with, any governmental
          agency or body or any court is required to be obtained or made by the
          Company or any Significant Subsidiary under any Applicable Law for the
          consummation of the Transactions or otherwise in connection with the
          sale of the Offered Securities, except such as may be required under
          state securities laws (with respect to which such counsel need express
          no opinion);

               (v) The execution and delivery of, and performance by, each of
          the Company and its subsidiaries (to the extent each is a party
          thereto) of its obligations under, each of the Transaction Documents
          (including the issuance and sale of the Offered Securities) will not
          result in a breach or violation of any of the terms and provisions of,
          or constitute a default under, any Applicable Law or order known to
          such counsel of any governmental agency or body or any court having
          jurisdiction over the Company or any Significant Subsidiary or any of
          their respective properties (except that any rights to indemnity and
          contribution herein may be limited by federal and state securities
          laws and public policy considerations), or any agreement or instrument
          to which the Company or any Significant Subsidiary is a party or by
          which the Company or any Significant Subsidiary is bound or to which
          any of the properties of the Company or any Significant Subsidiary is
          subject, or the charter or by-laws of the Company or any Significant
          Subsidiary, and each of the Issuers has full power and authority to
          authorize, issue and sell the Offered Securities as contemplated by
          this Agreement;

               (vi) This Agreement has been duly authorized, executed and
          delivered by each of the Issuers. Each of the other Transaction
          Documents has been or will be duly authorized, executed and delivered
          by each of the Company and its subsidiaries (to the extent each is a
          party thereto); the Offered Securities have been duly authorized,
          executed, authenticated, issued and delivered by each of the Issuers
          and each of the Transaction Documents conforms in all material
          respects to the description thereof contained in the Offering
          Document; and each of the Transaction Documents (other than this
          Agreement) constitutes or will constitute

                                       15

          valid and legally binding obligations of the each of the Company and
          its subsidiaries (to the extent each is a party thereto) enforceable
          in accordance with its respective terms, except that any rights to
          indemnity and contribution thereunder may be limited by federal and
          state securities laws and public policy considerations and subject to
          bankruptcy, insolvency, fraudulent transfer, reorganization,
          moratorium and similar laws of general applicability relating to or
          affecting creditors' rights and to general equity principles;

               (vii) While such counsel is not passing upon and does not assume
          responsibility for, and shall not be deemed to have independently
          verified the accuracy, completeness or fairness of the statements
          contained in the Offering Document (except statements made under the
          captions "Description of the Notes" and "Description of Bank Credit
          Facility and Bank Amendment" of the Offering Document insofar as they
          relate to legal matters), such counsel shall state that no facts have
          come to such counsel's attention in the course of participating with
          officers and representatives of the Company in the preparation of the
          Offering Document (except for financial statements and schedules and
          other financial and statistical data contained therein, as to which
          such counsel need express no opinion) to lead it to believe that any
          part of the Offering Document, as of the Closing Date, contained any
          untrue statement of a material fact or omitted to state any material
          fact required to be stated therein or necessary to make the statements
          therein not misleading; or that the Offering Document, as of its date
          or as of the Closing Date, contained any untrue statement of a
          material fact or omitted to state any material fact necessary in order
          to make the statements therein, in the light of the circumstances
          under which they were made, not misleading; the descriptions in the
          Offering Document of statutes, legal and governmental proceedings and
          contracts and other documents are accurate and fairly present the
          information required to be shown; and such counsel does not know of
          any legal or governmental proceedings that were required to be
          described in any of the Exchange Act Reports as of their respective
          dates which are not described as required or of any contracts or
          documents of a character that were required to be described in any of
          the Exchange Act Reports as of their respective dates or to be filed
          as exhibits to the respective Exchange Act Reports as of their
          respective dates which are not described or filed as required.

               Such counsel may state that, as it relates to enforceability, the
          opinions expressed in clause (vi) are limited by (1) bankruptcy,
          insolvency, fraudulent conveyance and similar laws affecting
          creditors' rights generally and (2) equitable principles of general
          applicability. Such counsel may also qualify such opinion in other
          respects reasonably acceptable to the Purchasers.

          (e) The Purchasers shall have received from Skadden, Arps, State,
     Meagher & Flom LLP, counsel for the Purchasers, such opinion or opinions,
     dated such Closing Date, with respect to the incorporation of the Company,
     the validity of the Offered Securities, the Offering Document, the
     exemption from registration for the offer and sale of the Offered
     Securities by the Company to the several Purchasers and the resales by the
     several I Purchasers as contemplated hereby and other related matters as
     CSFB may require, and the Company shall have furnished to such counsel such
     documents as they request for the purpose of enabling them to pass upon
     such matters.

          (f) The Purchasers shall have received a certificate, dated the
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of the each of the Issuers in which such
     officers, to the best of their knowledge after reasonable investigation,
     shall state that the representations and warranties of such Issuer in this

                                       16

     Agreement are true and correct, that such Issuer has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied hereunder at or prior to the Closing Date, and that, subsequent
     to the date of the most recent financial statements in the Offering
     Document, there has been no material adverse change, nor any development or
     event involving a prospective material adverse change, in the condition
     (financial or other), business, properties or results of operations of the
     Company and its subsidiaries, taken as a whole, except as set forth in or
     contemplated by the Offering Document or as described in such certificate.

          (g) The Purchasers shall have received a letter, dated the Closing
     Date, of PricewaterhouseCoopers LLP which meets the requirements of
     subsection (a) of this Section, except that the specified date referred to
     in such subsection will be a date not more than three days prior to the
     Closing Date for the purposes of this subsection, and except that:

               a. Such letter shall also state that

                    (i) in their opinion the financial statements and schedules
               examined by them and included in the Company's Form 8-K/A dated
               September 13, 2002 (the "Form 8-K/A"), comply as to form in all
               material respects with the applicable accounting requirements of
               the Securities Act and the related published Rules and
               Regulations;

                    (ii) they have performed the procedures specified by the
               American Institute of Certified Public Accountants for a review
               of interim financial information as described in Statement of
               Auditing Standards No. 71, Interim Financial Information, on the
               unaudited financial statements in the Form 8-K/A; they have
               compared specified dollar amounts (or percentages derived from
               such dollar amounts) and other financial information contained in
               the Form 8-K/A in each case to the extent that such dollar
               amounts, percentages and other financial information are derived
               from the general accounting records of the Company and its
               subsidiaries or Genie Holdings, Inc. and its subsidiaries subject
               to the internal controls of the accounting system of the Company
               Genie Holdings, Inc. or are derived directly from such records by
               analysis or computation) with the results obtained from
               inquiries, a reading of such general accounting records and other
               procedures specified in such letter and have found such dollar
               amounts, percentages and other financial information to be in
               agreement with such results, except as otherwise specified in
               such letter; and

                    (iii) Nothing came to their attention that caused them to
               believe that the unaudited pro forma condensed financial
               statements included in the Form 8-K/A do not comply as to form in
               all material respects with the applicable accounting requirements
               of rule 11-02 of regulation S-X and that the pro forma
               adjustments have not been properly applied to the historical
               amounts in the compilation of those statements.; and

                    (iv) that they have performed the procedures specified by
               the American Institute of Certified Public Accountants for a
               review of interim financial information as described in Statement
               of Auditing Standards No. 100, Interim Financial Information, on
               the unaudited financial statements in the Company's quarterly
               report on Form 10-Q, for the calendar quarter ended September 30,
               2003 (the "Third Quarter 10-Q").

          (h) The Company, the Guarantors and the Trustee shall have entered
     into the Indenture and you shall have received counterparts, conformed as
     executed, thereof.

                                       17

          (i) The Company and the Guarantors shall have entered into the
     Registration Rights Agreement and you shall have received counterparts,
     conformed as executed, thereof.

          (j) The Offered Securities shall have been designated PORTAL
     securities in accordance with the rules and regulations adopted by the NASD
     relating to trading in the PORTAL market.

          (k) The Amended and Restated Credit Agreement, dated as of July 3,
     2002, as amended (the "Credit Facility"), among the Company, certain of its
     subsidiaries and the lenders named therein, shall have been further amended
     substantially in the form described in the Offering Circular.

          (l) The Company shall have filed the Third Quarter 10-Q. The specified
     dollar amounts of the net sales; income from operations, net income (loss);
     net cash provided by operating activities; capital expenditures;
     depreciation; amortization; notes payable and current portion of long-term
     debt; and cash and cash equivalents (the "Line Items") for the three months
     and nine months ended on September 30, 2003, as disclosed in the Company's
     Third Quarter 10-Q, shall not have changed adversely by more than two
     percent (2%) of such Line Items as set forth in Exhibit 99.1 to the Current
     Report on Form 8-K/A dated October 23, 2003, which report is incorporated
     by reference to the Offering Circular.

     The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFB may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder.

     7. Indemnification and Contribution. (a) Each of the Issuers, jointly and
severally, will indemnify and hold harmless each Purchaser, its partners,
directors and officers, and each person, if any, who controls such Purchaser
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such Purchaser may
become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Offering Document, or any amendment or supplement thereto,
or any related preliminary offering circular, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Purchaser for any legal or other expenses reasonably
incurred by such Purchaser in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability (or actions in respect
thereof) arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
conformity with written information furnished to the Company by any Purchaser
through CSFB specifically for use therein, it being understood and agreed that
the only such information consists of the information described as such in
subsection (b) below.

          (b) Each Purchaser will severally and not jointly indemnify and hold
     harmless each of the Issuers, their respective directors and officers and
     each person, if any who controls any Issuer within the meaning of Section
     15 of the Securities Act, against any losses, claims, damages or
     liabilities to which such Issuers may become subject, under the Securities
     Act or otherwise, insofar as such losses, claims, damages or liabilities
     (or actions in respect thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in the
     Offering Document, or any amendment or supplement thereto, or any related
     preliminary offering circular, or arise out of or are based upon the
     omission or alleged omission to state therein a material fact required

                                       18

     to be stated therein or necessary in order to make the statements therein
     not misleading, in each case to the extent, but only to the extent, that
     such untrue statement or alleged untrue statement or omission or alleged
     omission was made in conformity with information furnished to the Company
     by such Purchaser through CSFB specifically for use therein, and will
     reimburse each Issuer for any legal or other expenses reasonably incurred
     by the Issuers in connection with investigating or defending any such loss,
     claim, damage, liability or action as such expenses are incurred, it being
     understood and agreed that the only such information furnished by any
     Purchaser consists of (i) the following information in the Offering
     Document furnished on behalf of each Purchaser: the second to last
     paragraph at the bottom of the cover page concerning the terms of the
     offering by the Purchasers, and the information concerning over-allotments
     and stabilizing appearing in the eighth paragraph under the caption of
     "Plan of Distribution"; and

               (ii) the following information in the Offering Document furnished
          on behalf of the Purchasers:

               The initial purchasers and their respective affiliates provide,
               and have in the past provided, certain financial and investment
               advisory services to us. Banks affiliated with some of the
               initial purchasers are lenders under our bank credit facilities.
               As a result, such banks will receive a portion of the proceeds
               from the offering of the notes. See "Use of Proceeds". Credit
               Suisse First Boston, an affiliate of Credit Suisse First Boston
               LLC, is a lender and the Administrative Agent under our bank
               credit facilities and Citigroup Global Markets Inc. or one of its
               affiliates is a lender, joint lead arranger and syndication agent
               under our bank credit facilities. The decision of these initial
               purchasers to distribute the notes was made independent of the
               lenders with which these initial purchasers are affiliated, which
               lenders had no involvement in determining whether or when to
               distribute the notes under this offering or the terms of the
               offering. These initial purchasers, exclusive of the proceeds
               they or their affiliates will receive from the proceeds of the
               notes, will not receive any benefit from this offering other than
               the discount to the offering price described in this offering
               circular.

          (c) Promptly after receipt by an indemnified party under this Section
     of notice of the commencement of any action, such indemnified party will,
     if a claim in respect thereof is to be made against the indemnifying party
     under subsection (a) or (b) above, notify the indemnifying party of the
     commencement thereof; but the failure to notify the indemnifying party will
     not relieve it from any liability which it may have to any indemnified
     party otherwise than under subsection (a) or (b) above except to the extent
     that it has been materially prejudiced (through the forfeiture of the
     substantive rights or defenses) by such failure; and provided further that
     failure to notify the indemnifying party shall not relieve it from any
     liability it may have to an indemnified party otherwise than under
     subsection (a) or (b) above. In case any such action is brought against any
     indemnified party and it notifies the indemnifying party of the
     commencement thereof, the indemnifying party will be entitled to
     participate therein and, to the extent that it may wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel satisfactory to such indemnified party (who shall not, except
     with the consent of the indemnified party, be counsel to the indemnifying
     party), and after notice from the indemnifying party to such indemnified
     party of its election so to assume the defense thereof, the indemnifying
     party will not be liable to such indemnified party under this Section for
     any legal or other expenses subsequently incurred by such indemnified party
     in connection with the defense thereof other than reasonable costs of
     investigation. In no event shall an indemnifying party be liable for fees
     and expenses of more than one counsel (in addition to any local counsel)
     separate from their own counsel for all indemnified parties in connection
     with any one action

                                       19

     or separate but similar or related actions in the same jurisdiction arising
     out of the same general allegations or circumstances. No indemnifying party
     shall, without the prior written consent of the indemnified party, effect
     any settlement of any pending or threatened action in respect of which any
     indemnified party is or could have been a party and indemnity could have
     been sought hereunder by such indemnified party unless such settlement
     includes (a) an unconditional release of such indemnified party from all
     liability on any claims that are the subject matter of such action and (ii)
     does not include a statement as to or an admission of fault, culpability or
     failure to act by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
     or insufficient to hold harmless an indemnified party under subsection (a)
     or (b) above, then each indemnifying party shall contribute to the amount
     paid or payable by such indemnified party as a result of the losses,
     claims, damages or liabilities referred to in subsection (a) or (b) above
     (i) in such proportion as is appropriate to reflect the relative benefits
     received by the Issuers on the one hand and the Purchasers on the other
     from the offering of the Offered Securities or (ii) if the allocation
     provided by clause (i) above is not permitted by applicable law, in such
     proportion as is appropriate to reflect not only the relative benefits
     referred to in clause (i) above but also the relative fault of the Issuers
     on the one hand and the Purchasers on the other in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities as well as any other relevant equitable considerations. The
     relative benefits received by the Issuers on the one hand and the
     Purchasers on the other shall be deemed to be in the same proportion as the
     total net proceeds from the offering (before deducting expenses) received
     by the Issuers bear to the total discounts and commissions received by the
     Purchasers from the Issuers under this Agreement. The relative fault shall
     be determined by reference to, among other things, whether the untrue or
     alleged untrue statement of a material fact or the omission or alleged
     omission to state a material fact relates to information supplied by the
     Issuers or the Purchasers and the parties' relative intent, knowledge,
     access to information and opportunity to correct or prevent such untrue
     statement or omission. The amount paid by an indemnified party as a result
     of the losses, claims, damages or liabilities referred to in the first
     sentence of this subsection (d) shall be deemed to include any legal or
     other expenses reasonably incurred by such indemnified party in connection
     with investigating or defending any action or claim which is the subject of
     this subsection (d). Notwithstanding the provisions of this subsection (d),
     no Purchaser shall be required to contribute any amount in excess of the
     amount by which the total price at which the Offered Securities purchased
     by it were resold exceeds the amount of any damages which such Purchaser
     has otherwise been required to pay by reason of such untrue or alleged
     untrue statement or omission or alleged omission. The Purchasers'
     obligations in this subsection (d) to contribute are several in proportion
     to their respective purchase obligations and not joint. No person guilty of
     fraudulent misrepresentation (within the meaning of Section 11(f) of the
     Securities Act) shall be entitled to contribution from any person who was
     not guilty of such fraudulent misrepresentation.

          (e) The obligations of the Issuers under this Section shall be in
     addition to any liability which the Issuers may otherwise have and shall
     extend, upon the same terms and conditions, to each person, if any, who
     controls any Purchaser within the meaning of the Securities Act or the
     Exchange Act; and the obligations of the Purchasers under this Section
     shall be in addition to any liability which the respective Purchasers may
     otherwise have and shall extend, upon the same terms and conditions to each
     person, if any, who controls the Issuers within the meaning of the
     Securities Act or the Exchange Act.

     8. Default of Purchasers. 1f either of the Purchasers defaults in its
obligation to purchase Offered Securities hereunder and the aggregate principal
amount of Offered Securities that such defaulting Purchaser agreed but failed to
purchase does not exceed 10% of the total principal amount of Offered
Securities, CSFB may make arrangements satisfactory to the Company for the
purchase of such Offered Securities by other persons, including the other
Purchaser, but if no such arrangements are made by the Closing Date, the
non-defaulting Purchaser shall be obligated to purchase the Offered Securities
that such defaulting Purchaser agreed abut failed to purchase. If one Purchaser
so defaults and the aggregate principal amount of Offered Securities with
respect to which such default occurs exceeds 10% of the total principal amount
of Offered Securities and arrangements satisfactory to CSFB and the Company for
the purchase of such Offered Securities by other persons are not made

                                       20

within 36 hours after such default, this Agreement will terminate without
liability on the part of the non-defaulting Purchaser or the Company, except as
provided in Section 9. As used in this Agreement, the term "Purchaser" includes
any person substituted for a Purchaser under this Section. Nothing herein will
relieve the defaulting Purchaser from liability for its default.

     9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
each of the Issuers or its officers and of the several Purchasers set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Purchaser, the Issuers or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Issuers shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Issuers and the Purchasers
pursuant to Section 7 shall remain in effect; if any Offered Securities have
been purchased hereunder, the Issuers shall remain responsible for the expenses
to be paid or reimbursed by them pursuant to Section 5 and the respective
obligations of the Issuers and the Purchasers pursuant to Section 7 shall remain
in effect, and the representations and warranties in Section 2 and all other
obligations under Section 5 shall also remain in effect. If the purchase of the
Offered Securities by the Purchasers is not consummated other than solely
because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (C), (D) or (E) of Section 6(b), the
Company will reimburse the Purchasers for all out-of-pocket expenses (including
fees and disbursements of counsel) reasonably incurred by them in connection
with the offering of the Offered Securities.

     10. Notices. All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers, c% Credit Suisse First Boston Corporation, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: Investment Banking Department -
Transactions Advisory Group, or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at Terex Corporation, 500 Post Road
East, Westport, CT 06880, Attention: Eric I Cohen; provided, however, that any
notice to a Purchaser pursuant to Section 7 will be mailed, delivered or
telegraphed and confirmed to such Purchaser.

     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the controlling
persons referred to in Section 7, and no other person will have any right or
obligation hereunder, except that holders of Offered Securities shall be
entitled to enforce the agreements for their benefit contained in the second and
third sentences of Section 5(b) hereof against the Company as if such holders
were parties thereto.

     12. Representation of Purchasers. You will act for the several Purchasers
in connection with the transactions contemplated by this Agreement, and any
action under this Agreement taken by the Purchasers jointly or by CSFB will be
binding on each of the Purchasers.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14. Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of laws.

     EACH OF THE ISSUERS HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE
FEDERAL AND STATE COURTS IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

                                       21

     If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Issuers and the several
Purchasers in accordance with its terms.

                                Very truly yours,

                                TEREX CORPORATION

                                By: /s/ Eric I Cohen
                                  -------------------------
                                Name: Eric I Cohen
                                Title: Senior Vice President, Secretary and
                                         General Counsel


                                As the Guarantors,

                                KOEHRING CRANES, INC.
                                PAYHAULER CORP.
                                PPM CRANES, INC.
                                TEREX CRANES, 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
                                POWERSCREEN NORTH AMERICA, INC.
                                POWERSCREEN USA, LLC
                                ROYER INDUSTRIES, INC.
                                TEREX BARTELL, INC,
                                TEREX MINING EQUIPMENT, INC.
                                CMI TEREX CORPORATION
                                CM DAKOTA COMPANY
                                CMIOIL CORPORATION
                                FUCHS TEREX, INC.
                                GENIE ACCESS SERVICES, INC.
                                GENIE CHINA, INC.
                                GENIE FINANCIAL SERVICES, INC.
                                GENIE HOLDINGS, INC.
                                GENIE INDUSTRIES, INC.
                                GENIE INTERNATIONAL, INC.
                                GENIE MANUFACTURING, INC.
                                GFS COMMERCIAL LLC.
                                GFS NATIONAL, INC.
                                GO CREDIT CORPORATION
                                LEASE SERVICING & FUNDING CORP.
                                PRODUCT SUPPORT, INC.
                                SCHAEFF INCORPORATED
                                TELELECT SOUTHEAST DISTRIBUTION, INC.
                                TEREX ADVANCE MIXER, INC.
                                TEREX FINANCIAL SERVICES, INC.
                                TEREX UTILITIES, INC.
                                TEREX UTILITIES SOUTH, INC.
                                UTILITY EQUIPMENT, INC.

                                By: /s/ Eric I Cohen
                                -------------------------
                                Name: Eric I Cohen
                                Title: Vice President and Secretary

<PAGE>

The foregoing Purchase Agreement Is hereby confirmed and accepted as of the due
first above written.

CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.

By:  CREDIT SUISSE FIRST BOSTON LLC

By:  /s/ James T. Glerun, Jr.
- -----------------------------------
Name: James T. Glerun, Jr.
Title: Managing Director

Acting on behalf of themselves
and as the Representatives of
the several Purchasers

<PAGE>


                                   SCHEDULE A

                                                  Principal Amount of
        Initial Purchaser                         Offered Securities
        -----------------                         -------------------
Credit Suisse First Boston Corporation..........   $ 180,000,000
Citigroup Global Markets Inc....................      60,000,000
ABN AMRO Incorporated...........................      30,000,000
Banc of America Securities LLC..................      18,000,000
Credit Lyonnais Securities (USA) Inc............       6,000,000
Dresdner Kleinwort Wasserstein Securities.......       6,000,000
                Total...........................   $ 300,000,000
                                                   =============


<PAGE>

                                    EXHIBIT A

                      FORM OF REGISTRATION RIGHTS AGREEMENT

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-23_regrightsag.txt
<DESCRIPTION>EXHIBIT 10.23 - REG. RIGHTS AGMT
<TEXT>
                                  $300,000,000

                               Terex Corporation

                   7-3/8 % Senior Subordinated Notes due 2014


                         REGISTRATION RIGHTS AGREEMENT



November 25, 2003

Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
As Representatives of the Several Purchasers,
c/o Credit Suisse First Boston LLC
      Eleven Madison Avenue
      New York, New York 10010-3629

Dear Sirs:

     Terex Corporation, a Delaware corporation (the "Issuer"), proposes to issue
and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., ABN
AMRO Incorporated, Banc of America Securities LLC, Credit Lyonnais Securities
(USA) Inc. and Dresdner Kleinwort Wasserstein LLC (collectively, the "Initial
Purchasers"), upon the terms set forth in a purchase agreement dated November
10, 2003 (the "Purchase Agreement"), $300.0 million aggregate principal amount
of its 7-3/8% Senior Subordinated Notes due 2014 (the "Initial Securities") to
be unconditionally guaranteed (the "Guaranties") by Koehring Cranes, Inc.,
Payhauler Corp., PPM Cranes, Inc., Terex Cranes, 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, Powerscreen North America,
Inc., Powerscreen USA, LLC, Royer Industries, Inc., Terex Bartell, Inc., Terex
Mining Equipment, Inc., CMI Terex Corporation, CMI Dakota Company, CMIOIL
Corporation, Fuchs Terex, Inc., Genie Access Services, Inc., Genie China, Inc.,
Genie Financial Services, Inc., Genie Holdings, Inc., Genie Industries, Inc.,
Genie International, Inc., Genie Manufacturing, Inc., GFS Commercial LLC, GFS
National, Inc., Go Credit Corporation, Lease Servicing & Funding Corp., Product
Support, Inc., Schaeff Incorporated, Spinnaker Insurance Company, Telelect
Southeast Distribution, Inc., Terex Advance Mixer, Inc., Terex Financial
Services, Inc., Terex Utilities, Inc., Terex Utilities South, Inc., and Utility
Equipment, Inc. (the "Guarantors" and together with the Issuer, the "Company").
The Initial Securities will be issued pursuant to an Indenture, dated the date
hereof (the "Indenture"), among the Issuer, the Guarantors named therein and
HSBC Bank USA, as trustee (the "Trustee"). As an inducement to the Initial
Purchasers, the Company agrees with the Initial Purchasers, for the benefit of
the holders of the Initial Securities (including, without limitation, the
Initial Purchasers), the Exchange Securities (as defined below) and the Private
Exchange Securities (as defined below) (collectively, the "Holders"), as
follows:

     1. Registered Exchange Offer. The Company shall, at its own cost, prepare
and, not later than 60 days after (or if the 60th day is not a business day, the
first business day thereafter) the date of original issue of the Initial
Securities (the "Issue Date"), file with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to a proposed offer (the "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like aggregate principal
amount of 7-3/8 % Senior Subordinated Notes due 2014 (the "Exchange Securities")
of the Company issued under the Indenture that would be registered under the
Securities Act and identical in all material respects to the Initial Securities
(except for the transfer restrictions relating to the Initial Securities and the
provisions relating to the matters described in Section 6 hereof). The Company
shall use its best efforts to cause such Exchange Offer Registration Statement
to become effective under the Securities Act within 150 days (or if the 150th
day is not a business day, the first business day thereafter) after the Issue
Date of the Initial Securities and shall keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by
applicable law) after the date notice of the Registered Exchange Offer is mailed
to the Holders (such period being called the "Exchange Offer Registration
Period").

     If the Company effects the Registered Exchange Offer, the Company will be
entitled to close the Registered Exchange Offer 30 days after the commencement
thereof provided that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer.

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder of Transfer Restricted Securities electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the
Exchange Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Securities (as defined below) acquired for its own account
as a result of market making activities or other trading activities, for
Exchange Securities (an "Exchanging Dealer"), is required to deliver a
prospectus containing the information set forth in (a) Annex A hereto in the
foreportion thereof, (b) Annex B hereto in the "Exchange Offer Procedures"
section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto
in the "Plan of Distribution" section of such prospectus in connection with a
sale of any such Exchange Securities received by such Exchanging Dealer pursuant
to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to
sell Exchange Securities acquired in exchange for Securities constituting any
portion of an unsold allotment is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.

     The Company shall use its best efforts to keep the Exchange Offer
Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered
by all persons subject to the prospectus delivery

                                       2

requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided, however, that (i) in the case where such prospectus and any amendment
or supplement thereto must be delivered by an Exchanging Dealer or an Initial
Purchaser, such period shall be the lesser of 180 days and the date on which all
Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities
held by them (unless such period is extended pursuant to Section 3(j) below) and
(ii) the Company shall make such prospectus and any amendment or supplement
thereto, available to any broker dealer for use in connection with any resale of
any Exchange Securities for a period of not less than 90 days after the
consummation of the Registered Exchange Offer.

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (including the
existence of restrictions on transfer under the Securities Act and the
securities laws of the several states of the United States, but excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities".

     In connection with the Registered Exchange Offer, the Company shall:

          (a) mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal (the "Letter of Transmittal") and related documents;

          (b) keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;

          (c) utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d) permit Holders to withdraw tendered Securities at any time prior
     to the close of business, New York time, on the last business day on which
     the Registered Exchange Offer shall remain open; and

          (e) otherwise comply in all material respects with all applicable
     laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (x) accept for exchange all the Securities properly tendered and not
     properly withdrawn pursuant to the Registered Exchange Offer and the
     Private Exchange in accordance with the terms of the Exchange Offer
     Registration Statement and the Letter of Transmittal filed as an exhibit
     thereto;

          (y) deliver to the Trustee for cancellation all the Initial Securities
     so accepted for exchange; and

                                       3

          (z) cause the Trustee to authenticate and deliver promptly Exchange
     Securities or Private Exchange Securities, as the case may be, to each
     Holder of the Initial Securities equal in aggregate principal amount to the
     Initial Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the Initial
Securities, Exchange Securities and Private Exchange Securities will vote and
consent together on all matters as one class and that none of the such
securities will have the right to vote or consent as a class separate from one
another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange therefor or, if no interest has been
paid on the Initial Securities, from the date of original issue of the Initial
Securities. Each Exchange Security and Private Exchange Security will bear
interest at the rate set forth thereon; provided, that interest with respect to
the period prior to the issuance thereof shall accrue at the rate or rates borne
by the Initial Securities from time to time during such period.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act or resale of the Securities or the Exchange Securities in
violation of the Securities Act, (iii) such Holder is not an "affiliate," as
defined in Rule 405 of the Securities Act, of the Company or if it is an
affiliate, such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will use its best
efforts to ensure that (i) any Exchange Offer Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations thereunder, (ii) any Exchange Offer Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part of any Exchange Offer Registration Statement,
and any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     2. Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Exchange Offer Registration Statement is not declared
effective within 150 days of the Issue Date (or if the 150th day is not a
business day, the first business day thereafter), (iii) any Initial Purchaser so
requests with respect to

                                       4

the Initial Securities (or the Private Exchange Securities) not eligible to be
exchanged for Exchange Securities in the Registered Exchange Offer and held by
it following consummation of the Registered Exchange Offer or (iv) any Holder
(other than an Exchanging Dealer) is not eligible to participate in the
Registered Exchange Offer and such Holder notifies the Company within 60 days
following consummation of the Registered Exchange Offer or, in the case of any
Holder (other than an Exchanging Dealer) that participates in the Registered
Exchange Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange and such Holder notifies the Company
within 60 days following consummation of the Registered Exchange Offer, the
Company shall take the following actions:

          (a) The Company shall, at its cost, as promptly as practicable (but in
     no event more than 30 days after so required or requested pursuant to this
     Section 2) file with the Commission and thereafter shall use its best
     efforts to cause to be declared effective a registration statement (the
     "Shelf Registration Statement" and, together with the Exchange Offer
     Registration Statement, a "Registration Statement") on an appropriate form
     under the Securities Act relating to the offer and sale of the Transfer
     Restricted Securities by the Holders thereof from time to time in
     accordance with the methods of distribution set forth in the Shelf
     Registration Statement and Rule 415 under the Securities Act (hereinafter,
     the "Shelf Registration"); provided, however, that no Holder (other than an
     Initial Purchaser) shall be entitled to have the Transfer Restricted
     Securities held by it covered by such Shelf Registration Statement unless
     such Holder agrees in writing to be bound by all the provisions of this
     Agreement applicable to such Holder.

          (b) The Company shall use its best efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders of the
     relevant Securities, for a period of up to two years (or for such longer
     period if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof) (the
     "Shelf Registration Period"); provided, however, that the Company may
     notify the Holders of its suspension of any Shelf Registration Statement
     (and, upon receipt of such notice, the Holders shall not be authorized by
     the Company to resell and shall not resell Securities covered by the Shelf
     Registration Statement during such period of suspension) if the Board of
     Directors of the Company determines in good faith that there is a valid
     purpose for the suspension (all such periods of suspension may not exceed
     60 days during any 365-day period), and such suspensions shall not give
     rise to any right to receive Additional Interest pursuant to Section 6
     hereof. The Company shall be deemed not to have used its best efforts to
     keep the Shelf Registration Statement effective during the requisite period
     if it voluntarily takes any action (excluding any suspension permitted in
     accordance with the preceding sentence) that would result in Holders of
     Securities covered thereby not being able to offer and sell such Securities
     during that period, unless such action is required by applicable law.

          (c) Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall use its best efforts to cause the Shelf
     Registration Statement and the related prospectus and any amendment or
     supplement thereto, as of the effective date of the Shelf Registration
     Statement, amendment or supplement, (i) to comply in all material respects
     with the applicable requirements of the Securities Act and the rules and
     regulations of the Commission and (ii) not to contain any untrue statement
     of a material fact or omit to

                                       5

     state a material fact required to be stated therein or necessary in order
     to make the statements therein, in light of the circumstances under which
     they were made, not misleading.

     3. Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a) The Company shall (i) furnish to each Initial Purchaser, prior to
     the filing thereof with the Commission, a copy of the Registration
     Statement and each amendment thereof and each supplement, if any, to the
     prospectus included therein and, in the event that an Initial Purchaser
     (with respect to any portion of an unsold allotment from the original
     offering) is participating in the Registered Exchange Offer or the Shelf
     Registration Statement, the Company shall use its best efforts to reflect
     in each such document, when so filed with the Commission, such comments as
     such Initial Purchaser reasonably may, on a timely basis, propose; (ii)
     include substantially the information set forth in Annex A hereto in the
     foreportion thereof, in Annex B hereto in the "Exchange Offer Procedures"
     section and the "Purpose of the Exchange Offer" section and in Annex C
     hereto in the "Plan of Distribution" section of the prospectus forming a
     part of the Exchange Offer Registration Statement and include the
     information set forth in Annex D hereto in the Letter of Transmittal
     delivered pursuant to the Registered Exchange Offer; (iii) if requested by
     an Initial Purchaser, include the information required by Items 507 or 508
     of Regulation S-K under the Securities Act, as applicable, in the
     prospectus forming a part of the Exchange Offer Registration Statement;
     (iv) include within the prospectus contained in the Exchange Offer
     Registration Statement a section entitled "Plan of Distribution," which
     shall contain a summary statement of the positions taken or policies made
     by the staff of the Commission with respect to the potential "underwriter"
     status of any broker-dealer that is the beneficial owner (as defined in
     Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
     "Exchange Act")) of Exchange Securities received by such broker-dealer in
     the Registered Exchange Offer (a "Participating Broker-Dealer"), whether
     such positions or policies have been publicly disseminated by the staff of
     the Commission or such positions or policies, in the reasonable judgment of
     the Initial Purchasers based upon advice of counsel (which may be in-house
     counsel), represent the prevailing views of the staff of the Commission;
     and (v) in the case of a Shelf Registration Statement, include the names of
     the Holders, who propose to sell Securities pursuant to the Shelf
     Registration Statement, as selling securityholders. In connection with the
     preparation and filing of a Shelf Registration Statement, the Company may
     require each Holder to agree to (1) keep confidential any material
     non-public information relating to the Company received by such Holders and
     not to publicly disclose such information and (ii) to abstain from trading
     any securities of the Company in violation of applicable securities laws on
     the basis of any such material non-public information, in each case until
     such information has been made generally available to the public.

          (b) The Company shall give written notice to the Initial Purchasers,
     the selling Holders of the Securities and any Participating Broker-Dealer
     from whom the Company has received prior written notice that it will be a
     Participating Broker-Dealer in the Registered Exchange Offer (which notice
     pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction
     to suspend the use of the prospectus until the requisite changes have been
     made):

               (i) when the Registration Statement or any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

                                       6

               (ii) of any request by the Commission for amendments or
          supplements to the Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires the Company to
          make changes in the Registration Statement or the prospectus in order
          that the Registration Statement or the prospectus do not contain an
          untrue statement of a material fact nor omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein (in the case of the prospectus, in light of the circumstances
          under which they were made) not misleading.

          (c) The Company shall make every reasonable effort to obtain the
     withdrawal at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

          (d) The Company shall furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e) The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests, without charge,
     at least one copy of the Exchange Offer Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules, and, if any Initial Purchaser or any such Holder requests, all
     exhibits thereto (including those incorporated by reference).

          (f) The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request. The Company consents, subject to the provisions of this Agreement,
     to the use of the prospectus or any amendment or supplement thereto by each
     of the selling Holders of the Securities in connection with the offering
     and sale of the Securities covered by the prospectus, or any amendment or
     supplement thereto, included in the Shelf Registration Statement.

          (g) The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement and any amendment or supplement
     thereto as such persons may reasonably request. The Company consents,

                                       7

     subject to the provisions of this Agreement, to the use of the prospectus
     or any amendment or supplement thereto by any Initial Purchaser, if
     necessary, any Exchanging Dealer, any Participating Broker-Dealer and such
     other persons required to deliver a prospectus following the Registered
     Exchange Offer in connection with the offering and sale of the Exchange
     Securities covered by the prospectus, or any amendment or supplement
     thereto, included in such Exchange Offer Registration Statement.

          (h) Prior to any public offering of the Securities, pursuant to any
     Registration Statement, the Company shall register or qualify or cooperate
     with the Holders of the Securities included therein and their respective
     counsel in connection with the registration or qualification of the
     Securities for offer and sale under the securities or "blue sky" laws of
     such states of the United States as any Holder of the Securities reasonably
     requests in writing and do any and all other acts or things necessary or
     advisable to enable the offer and sale in such jurisdictions of the
     Securities covered by such Registration Statement; provided, however, that
     the Company shall not be required to (i) qualify to do business in any
     jurisdiction where it is not then so qualified or (ii) take any action
     which would subject it to service of process or to taxation in any
     jurisdiction where it is not then so subject.

          (i) The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

          (j) Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any material fact
     required to be stated therein or necessary to make the statements therein,
     in light of the circumstances under which they were made, not misleading.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Participating Broker-Dealer in accordance with
     paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
     prospectus until the requisite changes to the prospectus have been made,
     then the Initial Purchasers, the Holders of the Securities and any such
     Participating Broker-Dealers shall suspend use of such prospectus, and the
     period of effectiveness of the Shelf Registration Statement provided for in
     Section 2(b) above and the Exchange Offer Registration Statement provided
     for in Section 1 above shall each be extended by the number of days from
     and including the date of the giving of such notice to and including the
     date when the Initial Purchasers, the Holders of the Securities and any
     known Participating Broker-Dealer shall have received such amended or
     supplemented prospectus pursuant to this Section 3(j).

               (k) Not later than the effective date of the applicable
          Registration Statement, the Company will provide a CUSIP number for
          the Initial Securities, the Exchange Securities or the Private
          Exchange Securities, as the case may be, and provide the applicable
          trustee with printed certificates for the Initial Securities, the
          Exchange Securities or the Private Exchange Securities, as the case
          may be, in a form eligible for deposit with The Depository Trust
          Company.

                                       8

               (l) The Company will comply in all material respects with all
          rules and regulations of the Commission to the extent and so long as
          they are applicable to the Registered Exchange Offer or the Shelf
          Registration and will make generally available to its security holders
          (or otherwise provide in accordance with Section 11(a) of the
          Securities Act) an earnings statement satisfying the provisions of
          Section 11(a) of the Securities Act, no later than 45 days after the
          end of a 12-month period (or 90 days, if such period is a fiscal year)
          beginning with the first month of the Company's first fiscal quarter
          commencing after the effective date of the Registration Statement,
          which statement shall cover such 12-month period.

                    (m) To the extent required by applicable law, the Company
               shall cause the Indenture to be qualified under the Trust
               Indenture Act of 1939, as amended, in a timely manner and
               containing such changes, if any, as shall be necessary for such
               qualification. In the event that such qualification would require
               the appointment of a new trustee under the Indenture, the Company
               shall appoint a new trustee thereunder pursuant to the applicable
               provisions of the Indenture.

                    (n) The Company may require each Holder of Securities to be
               sold pursuant to the Shelf Registration Statement to furnish to
               the Company such information regarding the Holder and the
               distribution of the Securities as the Company may from time to
               time reasonably require for inclusion in the Shelf Registration
               Statement, and the Company may exclude from such registration the
               Securities of any Holder that unreasonably fails to furnish such
               information within a reasonable time (but not more than ten days)
               after receiving such request.

                    (o) The Company shall enter into such customary agreements
               (including, if requested in the case of a Shelf Registration, an
               underwriting agreement in customary form) and take all such other
               action, if any, as any Holder of the Securities shall reasonably
               request in order to facilitate the disposition of the Securities
               pursuant to any Shelf Registration.

                    (p) In the case of any Shelf Registration, the Company shall
               (i) make reasonably available for inspection by the Holders of
               the Securities named in the Shelf Registration Statement, any
               underwriter participating in any disposition pursuant to the
               Shelf Registration Statement and any attorney, accountant or
               other agent retained by the Holders of the Securities named in
               the Shelf Registration Statement or any such underwriter all
               relevant financial and other records, pertinent corporate
               documents and properties of the Company and (ii) cause the
               Company's officers, directors, employees, accountants and
               auditors to supply all relevant information reasonably requested
               by the Holders of the Securities named in the Shelf Registration
               Statement or any such underwriter, attorney, accountant or agent
               retained by the Holders of the Securities named in the Shelf
               Registration Statement in connection with the Shelf Registration
               Statement, in each case, as shall be reasonably necessary to
               enable such persons, to conduct a reasonable investigation within
               the meaning of Section 11 of the Securities Act; provided,
               however, that the foregoing inspection and information gathering
               shall be coordinated on behalf of the Initial Purchasers by you
               and on behalf of the other parties by one counsel designated by
               and on behalf of such other parties as described in, and subject
               to the provisions of, Section 4 hereof.

                    (q) In the case of any Shelf Registration, the Company, if
               requested by any Holder of Securities named in the Shelf
               Registration Statement, shall cause (i) its counsel to deliver an
               opinion and updates thereof relating to the Securities in
               customary form addressed to such Holders and the managing
               underwriters, if any, thereof and dated, in the case of the

                                       9

               initial opinion, the effective date of such Shelf Registration
               Statement (it being agreed that the matters to be covered by such
               opinion shall include, without limitation, the due incorporation
               and good standing of the Company and its subsidiaries; the
               qualification of the Company and its subsidiaries to transact
               business as foreign corporations; the due authorization,
               execution and delivery of the relevant agreement of the type
               referred to in Section 3(o) hereof; assuming due authorization,
               authentication, execution and delivery thereof by the Trustee,
               the due authorization, execution, and issuance, and the validity
               and enforceability, of the applicable Securities; the absence of
               material legal or governmental proceedings involving the Company
               and its subsidiaries; the absence of governmental approvals
               required to be obtained in connection with the Shelf Registration
               Statement, the offering and sale of the applicable Securities, or
               any agreement of the type referred to in Section 3(o) hereof; the
               compliance in all material respects as to form of such Shelf
               Registration Statement and any documents incorporated by
               reference therein and of the Indenture with the requirements of
               the Securities Act and the Trust Indenture Act, respectively;
               and, as of the date of the opinion and as of the effective date
               of the Shelf Registration Statement or most recent post-effective
               amendment thereto, as the case may be, the absence from such
               Shelf Registration Statement and the prospectus included therein,
               as then amended or supplemented, and from any documents
               incorporated by reference therein of an untrue statement of a
               material fact or the omission to state therein a material fact
               required to be stated therein or necessary to make the statements
               therein not misleading (in the case of any such documents, in the
               light of the circumstances existing at the time that such
               documents were filed with the Commission under the Exchange Act);
               (ii) its officers to execute and deliver all customary documents
               and certificates and updates thereof requested by any
               underwriters of the applicable Securities and (iii) its
               independent public accountants and the independent public
               accountants with respect to any other entity for which financial
               information is provided in the Shelf Registration Statement to
               provide to the selling Holders of the applicable Securities and
               any underwriter therefor a comfort letter in customary form and
               covering matters of the type customarily covered in comfort
               letters in connection with primary underwritten offerings,
               subject to receipt of appropriate documentation as contemplated,
               and only if permitted, by Statement of Auditing Standards No. 72.

                    (r) In the case of the Registered Exchange Offer, if
               requested by any Initial Purchaser or any known Participating
               Broker-Dealer, the Company shall cause (i) its counsel to deliver
               to such Initial Purchaser or such Participating Broker-Dealer a
               signed opinion in the form set forth in Sections 6(c) and (d) of
               the Purchase Agreement with such changes as are customary in
               connection with the preparation of a Registration Statement and
               (ii) its independent public accountants to deliver to such
               Initial Purchaser or such Participating Broker-Dealer a comfort
               letter, in customary form, meeting the requirements as to the
               substance thereof as set forth in Section 6(a) of the Purchase
               Agreement, with appropriate date changes.

                    (s) If a Registered Exchange Offer or a Private Exchange is
               to be consummated, upon delivery of the Initial Securities by
               Holders to the Company (or to such other Person as directed by
               the Company) in exchange for the Exchange Securities or the
               Private Exchange Securities, as the case may be, the Company
               shall mark, or caused to be marked, on the Initial Securities so
               exchanged that such Initial Securities are being canceled in
               exchange for the Exchange Securities or the Private Exchange
               Securities, as the case may be; in no event shall the Initial
               Securities be marked as paid or otherwise satisfied.

                    (t) The Company will use its best efforts to (a) if the
               Initial Securities have been rated prior to the initial sale of
               such Initial Securities, confirm that such ratings will

                                       10

               apply to the Securities covered by a Registration Statement, or
               (b) if the Initial Securities were not previously rated, cause
               the Securities covered by a Registration Statement to be rated
               with the appropriate rating agencies, if so requested by Holders
               of a majority in aggregate principal amount of Securities covered
               by such Registration Statement, or by the managing underwriters,
               if any.

                    (u) In the event that any broker-dealer registered under the
               Exchange Act shall underwrite any Securities or participate as a
               member of an underwriting syndicate or selling group or "assist
               in the distribution" (within the meaning of the Conduct Rules
               (the "Rules") of the National Association of Securities Dealers,
               Inc. ("NASD")) thereof, whether as a Holder of such Securities or
               as an underwriter, a placement or sales agent or a broker or
               dealer in respect thereof, or otherwise, the Company will assist
               such broker-dealer in complying with the requirements of such
               Rules, including, without limitation, by (i) if such Rules,
               including Rule 2720, shall so require, engaging a "qualified
               independent underwriter" (as defined in Rule 2720) to participate
               in the preparation of the Registration Statement relating to such
               Securities, to exercise usual standards of due diligence in
               respect thereto and, if any portion of the offering contemplated
               by such Registration Statement is an underwritten offering or is
               made through a placement or sales agent, to recommend the yield
               of such Securities, (ii) indemnifying any such qualified
               independent underwriter to the extent of the indemnification of
               underwriters provided in Section 5 hereof and (iii) providing
               such information to such broker-dealer as may be required in
               order for such broker-dealer to comply with the requirements of
               the Rules.

          (v) The Company shall use its best efforts to take all other steps
     necessary to effect the registration of the Securities covered by a
     Registration Statement contemplated hereby.

     4. Registration Expenses. The Company shall bear all fees and expenses
incurred by it in connection with the performance of its obligations under
Sections 1 through 3 hereof (including the reasonable fees and expenses, if any,
of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Initial Purchasers,
incurred in connection with the Registered Exchange Offer, which fees and
expenses shall not exceed $10,000), whether or not the Registered Exchange Offer
or a Shelf Registration is filed or becomes effective, and, in the event of a
Shelf Registration, shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of not more than one
firm of counsel designated by the Holders of a majority in principal amount of
the Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.

     5. Indemnification. (a) The Company agrees to indemnify and hold harmless
each Holder of the Securities, any Participating Broker-Dealer and each person,
if any, who controls such Holder or such Participating Broker-Dealer within the
meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the "Holder Indemnified Parties") from and against any losses,
claims, damages or liabilities, joint or several, or any actions in respect
thereof (including, but not limited to, any losses, claims, damages, liabilities
or actions relating to purchases and sales of the Securities) to which each
Holder Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or in a
prospectus contained in a Registration Statement (a "Prospectus") or in any
amendment or supplement thereto or in any preliminary prospectus relating to a
Shelf Registration Statement, or arise out of, or are based upon, the omission
or alleged omission to state therein a

                                       11

material fact required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse, as incurred, the Indemnified
Parties for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action in respect thereof; provided, however, that (i) the Company
shall not be liable in any such case to the extent that such loss, claim,
damage, liability or actions in respect thereof arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission
made in a Registration Statement or Prospectus or in any amendment or supplement
thereto or in any preliminary prospectus relating to a Shelf Registration in
reliance upon and in conformity with written information pertaining to such
Holder or its distribution and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any untrue
statement or omission or alleged untrue statement or omission made in any
preliminary prospectus relating to a Shelf Registration Statement, the indemnity
agreement contained in this subsection (a) shall not inure to the benefit of any
Holder or Participating Broker-Dealer from whom the person asserting any such
losses, claims, damages, liabilities or actions in respect thereof purchased the
Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage, liability or action in respect thereof of such Holder
or Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the written confirmation of the sale of
such Securities to such person, a copy of the final prospectus if the Company
had previously furnished copies thereof to such Holder or Participating
Broker-Dealer; provided further, however, that this indemnity agreement will be
in addition to any liability which the Company may otherwise have to such Holder
Indemnified Party. The Company shall also indemnify underwriters, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

     (b) Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or Prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, in each
case only to the extent that such untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity with written
information pertaining to such Holder or its distribution and furnished to the
Company by or on behalf of such Holder specifically for inclusion therein; and,
subject to the limitation set forth in the immediately preceding clause, shall
reimburse, as incurred, the Company for any legal or other expenses reasonably
incurred by the Company or any such controlling person in connection with
investigating or defending any loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
which such Holder may otherwise have to the Company or any of its controlling
persons.

     (c) Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the failure to notify the
indemnifying party shall not, relieve the indemnifying party from any liability
that it may have under subsection (a) or (b) above except to the extent that it
has been materially prejudiced

                                       12

(through the forfeiture of substantive rights or defenses) by such failure; and
provided further that the failure to notify the indemnifying party shall not
relieve it from any liability that it may have to an indemnified party otherwise
than under subsection (a) or (b) above. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof the indemnifying party will not be liable to such
indemnified party under this Section 5 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof, other than reasonable costs of investigation. In no event shall an
indemnifying party be liable for fees and expenses of more than one counsel (in
addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action and does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party. An
indemnifying party shall not be liable for any settlement of any proceeding
effected without its prior written consent.

     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative benefits
received by the indemnifying party or parties on the one hand and the
indemnified party or parties on the other from the exchange of the Securities
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the indemnifying party or
parties on the one hand and the indemnified party or parties on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof) as well as any
other relevant equitable considerations. The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by such indemnifying party on
the one hand or such Holder or such indemnified party, on the other, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding any other provision of this Section 5(d), the
Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the
sale of the Securities pursuant to a Registration Statement exceeds the amount
of damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of

                                       13

such fraudulent misrepresentation. For purposes of this paragraph (d), each
person, if any, who controls such Holder Indemnified Party within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as such Holder Indemnified Party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

     (e) The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     6. Additional Interest Under Certain Circumstances. (a) Additional interest
(the "Additional Interest") with respect to the Initial Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iii) below, a "Registration Default"):

               (i) If by January 24, 2004 (or if such day is not a business day,
          the first business day thereafter) neither the Exchange Offer
          Registration Statement nor a Shelf Registration Statement has been
          filed with the Commission;

               (ii) If by April 24, 2004 (or if such day is not a business day,
          the first business day thereafter) neither the Registered Exchange
          Offer is consummated nor, if required in lieu thereof, the Shelf
          Registration Statement is declared effective by the Commission; or

               (iii) If after either the Exchange Offer Registration Statement
          or the Shelf Registration Statement is declared effective (A) such
          Registration Statement thereafter ceases to be effective; or (B) such
          Registration Statement or the related prospectus ceases to be usable
          (except as permitted in paragraph (b)) in connection with resales of
          Transfer Restricted Securities during the periods specified herein, in
          either case, during the period the applicable registration statement
          must remain effective under this Agreement, because either (1) any
          event occurs as a result of which the related prospectus forming part
          of such Registration Statement would include any untrue statement of a
          material fact or omit to state any material fact necessary to make the
          statements therein in the light of the circumstances under which they
          were made not misleading, or (2) it shall be necessary to amend such
          Registration Statement or supplement the related prospectus, to comply
          with the Securities Act or the Exchange Act or the respective rules
          thereunder.

Additional Interest shall accrue on the Initial Securities over and above the
interest set forth in the title of the Securities from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all such Registration Defaults have been cured, at a rate of 0.50% per
annum.

          (b) A Registration Default referred to in Section 6(a)(iii)(B) hereof
     shall be deemed not to have occurred and be continuing in relation to a
     Shelf Registration Statement or the related prospectus if (i) such
     Registration Default has occurred solely as a result of (x) the filing of a
     post-effective amendment to such Shelf Registration Statement to
     incorporate annual audited financial information with respect to the
     Company where such post-effective amendment is not yet effective and needs
     to be declared effective to permit Holders to use the related prospectus or
     (y) other material events, with respect to the Company that would need to
     be described in such Shelf Registration Statement or the related prospectus
     and (ii) in the case of clause (y), the Company is proceeding promptly and
     in good faith to amend or supplement such Shelf Registration

                                       14

     Statement and related prospectus to describe such events; provided,
     however, that in any case if such Registration Default occurs for a
     continuous period in excess of 30 days, Additional Interest shall be
     payable in accordance with the above paragraph from the day such
     Registration Default occurs until such Registration Default is cured.

          (c) Any amounts of Additional Interest due pursuant to clause (i),
     (ii) or (iii) of Section 6(a) above will be payable in cash on the regular
     interest payment dates with respect to the Initial Securities. The amount
     of Additional Interest will be determined by multiplying the applicable
     Additional Interest rate by the principal amount of the Initial Securities,
     multiplied by a fraction, the numerator of which is the number of days such
     Additional Interest rate was applicable during such period (determined on
     the basis of a 360-day year comprised of twelve 30-day months), and the
     denominator of which is 360.

          (d) "Transfer Restricted Securities" means each Security until (i) the
     date on which such Transfer Restricted Security has been exchanged by a
     person other than a broker-dealer for a freely transferable Exchange
     Security in the Registered Exchange Offer, (ii) following the exchange by a
     broker-dealer in the Registered Exchange Offer of an Initial Security for
     an Exchange Security, the date on which such Exchange Security is sold to a
     purchaser who receives from such broker-dealer on or prior to the date of
     such sale a copy of the prospectus contained in the Exchange Offer
     Registration Statement, (iii) the date on which such Initial Security has
     been effectively registered under the Securities Act and disposed of in
     accordance with the Shelf Registration Statement or (iv) the date on which
     such Initial Securities is distributed to the public pursuant to Rule 144
     under the Securities Act or is saleable pursuant to Rule 144(k) under the
     Securities Act.

     7. Rules 144 and 144A. The Company shall use its best efforts to file the
reports required to be filed by it under the Securities Act and the Exchange Act
in a timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder of Initial Securities, make
publicly available other information so long as necessary to permit sales of
their securities pursuant to Rules 144 and 144A. The Company covenants that it
will take such further action as any Holder of Initial Securities may reasonably
request, all to the extent required from time to time to enable such Holder to
sell Initial Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this
Agreement to prospective purchasers of Initial Securities identified to the
Company by the Initial Purchasers upon request. Upon the request of any Holder
of Initial Securities, the Company shall deliver to such Holder a written
statement as to whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to require the Company
to register any of its securities pursuant to the Exchange Act.

     8. Underwritten Registrations. If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering ("Managing Underwriters") will be selected by the
Holders of a majority in aggregate principal amount of such Transfer Restricted
Securities to be included in such offering with the consent of the Company,
which consent shall not be unreasonably withheld.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such

                                       15

arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

     9. Miscellaneous.

     (a) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.

     (b) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery, first-class mail, facsimile
transmission, or air courier which guarantees overnight delivery:

          (1) if to a Holder of the Securities, at the most current address
     given by such Holder to the Company.

          (2) if to the Initial Purchasers:

                Credit Suisse First Boston LLC
                Eleven Madison Avenue
                New York, NY 10010-3629
                Fax No.:  (212) 325-8278
                Attention:  Transactions Advisory Group

     with a copy to:

                Skadden, Arps, Slate, Meagher and Flom LLP
                Four Times Square
                New York, New York 10036
                Attention:  Mark C. Smith, Esq.
                Fax No.: (212) 735-2000

          (3) if to the Company, at its address as follows:

                Terex Corporation
                500 Post Road East
                Suite 320
                Westport, Connecticut 06880
                Attention: Eric I Cohen, Esq.
                Fax No.:  (203) 227-1647

         with a copy to:

                Bryan Cave LLP
                1290 Avenue of the Americas
                New York, New York 10104
                Attention: Stuart A. Gordon, Esq.
                Fax No.:  (212) 541-1360

                                       16

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

     (c) No Inconsistent Agreements. The Company hereby agrees that any
Registration Statement shall, unless otherwise agreed upon by the Initial
Purchasers, include only those Securities required to be included thereunder
pursuant to the terms of this Agreement. The Company has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.

     (d) Successors and Assigns. This Agreement shall be binding upon each of
the parties and their respective successors and assigns.

     (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     (h) Severability. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     (i) Securities Held by the Company or its Affiliates. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities is required hereunder, Securities held by the Company or its
affiliates (other than subsequent Holders of Securities if such subsequent
Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.

     (j) Agent for Service; Submission to Jurisdiction; Waiver of Immunities. By
the execution and delivery of this Agreement, the Company (i) acknowledges that
it has, by separate written instrument, irrevocably designated and appointed
Terex Corporation (and any successor entity), as its authorized agent upon which
process may be served in any suit or proceeding arising out of or relating to
this Agreement that may be instituted in any federal or state court in the State
of New York or brought under federal or state securities laws, and acknowledges
that Terex Corporation has accepted such designation, (ii) submits to the
nonexclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon Terex Corporation and written notice
of said service to the Company shall be deemed in every respect effective
service of process upon it in any such suit or proceeding. The Company further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue

                                       17

such designation and appointment of Terex Corporation in full force and effect
so long as any of the Securities shall be outstanding. To the extent that the
Company may acquire any immunity from jurisdiction of any court or from any
legal process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property, it hereby irrevocably waives such immunity in respect of this
Agreement, to the fullest extent permitted by law.

                                       18

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Issuer and the Guarantors in accordance with
its terms.

                        Very truly yours,


                        TEREX CORPORATION


                        By:/s/ Eric I Cohen
                        -----------------------
                         Name:  Eric I Cohen
                         Title:  Senior Vice President


                        KOEHRING CRANES, INC.
                        PAYHAULER CORP.
                        PPM CRANES, INC.
                        TEREX CRANES, 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
                        POWERSCREEN NORTH AMERICA, INC.
                        POWERSCREEN USA, LLC
                        ROYER INDUSTRIES, INC.
                        TEREX BARTELL, INC.
                        TEREX MINING EQUIPMENT, INC.
                        CMI TEREX CORPORATION
                        CMI DAKOTA COMPANY
                        CMIOIL CORPORATION
                        FUCHS TEREX, INC.
                        GENIE ACCESS SERVICES, INC.
                        GENIE CHINA, INC.
                        GENIE FINANCIAL SERVICES, INC.
                        GENIE HOLDINGS, INC.
                        GENIE INDUSTRIES, INC.
                        GENIE INTERNATIONAL, INC.
                        GENIE MANUFACTURING, INC.
                        GFS COMMERCIAL LLC
                        GFS NATIONAL, INC.
                        GO CREDIT CORPORATION
                        LEASE SERVICING & FUNDING CORP.
                        PRODUCT SUPPORT, INC.
                        SCHAEFF INCORPORATED
                        SPINNAKER INSURANCE COMPANY
                        TELELECT SOUTHEAST DISTRIBUTION, INC.
                        TEREX ADVANCE MIXER, INC.
                        TEREX FINANCIAL SERVICES, INC.
                        TEREX UTILITIES, INC.
                        TEREX UTILITIES SOUTH, INC.
                        UTILITY EQUIPMENT, INC.


                        By:/s/ Eric I Cohen
                        -----------------------
                         Name:  Eric I Cohen
                         Title:  Senior Vice President


<page>
The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.



CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.

By:  CREDIT SUISSE FIRST BOSTON LLC

     By: /s/ James T. Glerum, Jr.
        ------------------------------
         Name:  James T. Glerum, Jr.
         Title:  Managing Director


                  Acting on behalf of themselves
                  and as the Representatives of
                  the several Purchasers


<page>
                                    ANNEX A

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."


<page>
                                    ANNEX B

     Each broker-dealer that receives Exchange Securities for its own account in
exchange for Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."

<page>
                                    ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until ______________, 200_,
all dealers effecting transaction in the Exchange Securities may be required to
deliver a prospectus.(1)

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.


_______________

( 1)In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus.

<page>
                                    ANNEX D


________CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


                Name:    ____________________________________________
                Address: ____________________________________________
                         ____________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-29.txt
<DESCRIPTION>EXHIBIT 10.29 - RETIREMENT AGREEMENT
<TEXT>
                                                                   Exhibit 10.29

                                Terex Corporation
                          500 Post Road East, Suite 320
                           Westport, Connecticut 06880

                                            November 13, 2003

Mr. Filip Filipov
100 East Huron Street
Chicago, Illinois 60611

Dear Fil:

You have notified Terex Corporation (hereinafter sometimes referred to as
"Terex" or the "Company") of your election to retire as an employee effective
December 31, 2003 as provided for in the Contract of Employment, dated as of
September 1, 1999, between you and Terex. This letter outlines our agreement in
connection with your retirement. The following represents our agreement:

1.   Your employment with the Company shall terminate on December 31, 2003.
     Accordingly, effective January 1, 2004 you shall not be considered an
     employee or agent of Terex or any of its affiliates nor shall you be
     entitled to receive any benefits offered to employees of Terex or any of
     their affiliates.

2.   You will entitled to receive a bonus for calendar year 2003 based on your
     current target bonus percentage of 75% of base salary and payout matrix
     under the Terex Bonus Plan. The Company will pay your bonus for calendar
     year 2003 at same time as the Company pays bonuses to other senior
     executives of the Company for calendar year 2003 (which is expected to be
     on or about April 1, 2004). The Company will withhold for income and other
     applicable taxes, or other amounts, as required by law.

3.   You will continue to vest in the option and restricted stock awards
     previously granted to you in accordance with their terms until December 31,
     2006.

4.   You will entitled to payment of all amounts vested in connection with the
     60,000 units issued to you in calendar year 1999 under the 1999 Long Term
     Incentive Plan (1999 LTIP"). Otherwise, your participation in the 1999 LTIP
     shall terminate as of December 31, 2003 and you shall not be entitled to
     any other payments thereunder, including with respect to the 55,000 units
     issued to you under the 1999 LTIP in 2002.

5.   Terex will pay the cost for one move of your household possessions to
     Europe at a cost not to exceed $50,000 in the aggregate. You will be
     entitled to reimbursement against receipt of invoices and other
     documentation as required by the Company and otherwise in accordance with
     Company policy.

6.   Effective December 31, 2003, your participation in the Terex Corporation
     401(K) Retirement Savings Plan and Supplemental Executive Retirement Plan
     shall terminate.

7.   Upon your retirement as an employee of Terex, you no longer be eligible to
     participate in the Terex Corporation Deferred Compensation Plan. Please be
     advised that you will be required to make certain retirement elections in
     accordance with the terms of the Plan.

8.   You agree to cooperate with Company in ensuring a smooth transition
     following your departure. This will include cooperating with and making
     himself reasonably available to Company, as Company may reasonably request,
     to assist it in any matter, including giving truthful testimony in any
     litigation or potential litigation, as to which you may have knowledge,
     information or expertise.

9.   You agree that you will not at any time, either during the term of this
     Agreement or thereafter, divulge to any person, firm or corporation outside
     of Terex, any confidential or privileged information or trade secrets
     received by you during the course of your employment, with regard to the
     financial, business operations, manufacturing methods, processes, know-how,
     or procedures, or other affairs of Terex, or any of its affiliated
     companies, parent or subsidiaries. All such information shall be kept
     confidential and shall not, in any manner, be revealed to anyone, provided,
     however, that the foregoing provision shall not apply to any information
     which is or generally becomes available to the public through no breach by
     yourself of this Agreement.

     You agree that you will not during the period from January 1, 2003 through
     December 31, 2006 and thereafter for so long as either you or any affiliate
     of yours is receiving any payments or fees from Terex or any of its
     affiliated companies, parent or subsidiaries, directly or indirectly,
     engage in any business, or own or control any interest in, or act as a
     director, officer, employee, agent or consultant of, any firm, corporation,
     partnership or other entity engaged in the business for which you have
     provided consulting services to Terex, or its affiliated companies, parent
     or subsidiaries.

Please indicate your acceptance of the foregoing by signing the enclosed copy
and returning it to me at your earliest convenience.

                                         Sincerely,
                                         TEREX CORPORATION


                                         By:
                                           -------------------------
                                             Name:
                                             Title:

Agreed and Accepted as of November __, 2003:



- -----------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-30.txt
<DESCRIPTION>EXHIBIT 10.30 - CONSULTING AGREEMENT
<TEXT>
                                                                   Exhibit 10.30

                                Terex Corporation
                          500 Post Road East, Suite 320
                           Westport, Connecticut 06880


                                                      November 13, 2003


FIVER S.A.
c/o Mr. Filip Filipov
100 East Huron Street
Chicago, Illinois 60611

Dear Fil:

This letter outlines our agreement for FIVER S.A. to provide consulting services
to Terex Corporation (hereinafter sometimes referred to as "Terex" or the
"Company"). The primary consulting responsibilities will be special projects as
assigned to FIVER S.A. by the Chief Executive Officer of Terex from time to
time. The initial assignment for FIVER S.A. will be to provide consulting
services in connection with the restructuring and operation of Tatra a.s. To
assist FIVER S.A. in that assignment, Fil Filipov will remain as Chairman of the
Supervisory Board of Tatra a.s. The following represents our agreement:

1.   The term of the consulting engagement will be for a period of three (3)
     years commencing on January 1, 2004 and ending on December 31, 2006. During
     the term of this engagement FIVER S.A. will make Fil Filipov available to
     consult with the management of the Company and its Affiliates for a total
     of at least twenty-six (26) weeks in each calendar year during the term of
     this engagement in such manner and on such business matters as may be
     reasonably requested from time to time by such management. The consulting
     services shall be provided in a high quality, professional manner and FIVER
     S.A. and its representatives will diligently and to the best of its or
     their ability perform the services required by this engagement.

2.   (a) The base consulting fee will be $40,000 per month, paid monthly upon
     presentation of an invoice.

     (b) In the event that the Company determines that it will not to require at
     least twenty-six (26) weeks of consulting services for any calendar year
     during the term of this engagement starting January 1, 2005, then, upon
     notice to FIVER S.A., the base consulting fee will be reduced to$30,000 per
     month for such calendar year, paid monthly upon presentation of an invoice.

     (c) The Company will consider paying FIVER S.A. for an additional
     consulting fee based on the performance of the consulting services as
     determined in the discretion of the Chief Executive Officer of Terex and
     approved by the Terex Board of Directors.

3.   Terex will reimburse FIVER S.A. for the cost of an appropriate car for your
     use by Fil Filipov during the term of this consulting engagement.

4.   Terex will reimburse FIVER S.A. for reasonable travel expenses (business
     class for air travel) and other out-of-pocket fees and expenses as may be
     incurred in connection with the rendering of requested services. Reasonable
     spousal travel accompanying Fil Filipov in connection with the rendering of
     the requested services by FIVER S.A. will also be reimbursed. Reimbursement
     will be made against receipt of invoices and other documentation as
     required by the Company and otherwise in accordance with Company policy.

5.   FIVER S.A. agrees that it will not at any time, either during the term of
     this Agreement or thereafter, divulge to any person, firm or corporation
     outside of Terex, any confidential or privileged information or trade
     secrets received by it during the course of your employment, with regard to
     the financial, business operations, manufacturing methods, processes,
     know-how, or procedures, or other affairs of Terex, or any of its
     affiliated companies, parent or subsidiaries (including, without
     limitation, Tatra). All such information shall be kept confidential and
     shall not, in any manner, be revealed to anyone, provided, however, that
     the foregoing provision shall not apply to any information which is or
     generally becomes available to the public through no breach by FIVER S.A.
     or its representatives of this Agreement.

     FIVER S.A. agrees that it will not at any time during the period of its
     engagement hereunder and for so long as FIVER S.A. is being paid by the
     Company, directly or indirectly, engage in any business, or own or control
     any interest in, or act as a director, officer, employee, agent or
     consultant of, any firm, corporation, partnership or other entity engaged
     in a business which is competitive with the business or product of Terex,
     or its affiliated companies, parent or subsidiaries (including, without
     limitation, Tatra).

6.   All work that is created by in connection with this consulting engagement
     shall be owned by Terex and, be "works made for hire" under all applicable
     copyright laws. To the extent any such work does not qualify as "work made
     for hire," it is hereby conveyed to the Company all right, title to and
     interest in them, including without limitation, all patent, copyright and
     trade secret rights. FIVER S.A. agrees to cooperate to confirm or record
     the Company's rights in any work, including signing such other documents as
     may be reasonably requested by the Company for that purpose.

7.   It is agreed that FIVER S.A. shall perform services hereunder as an
     independent contractor, retaining control over and responsibility for its
     and its representatives activities undertaken in the performance of this
     consulting engagement.

8.   Unless extended by the parties in writing, this consulting engagement shall
     terminate on December 31, 2006. In the event that Ron DeFeo shall cease to
     be the Chief Executive Officer of Terex, then, upon written notice to the
     Company, FIVER S.A. may elect to terminate its obligation to provide
     consulting services and take a reduced consulting fee of $30,000 per month
     for the balance of the term of this engagement.

9.   FIVER S.A. may not assign its rights or obligations under this agreement
     without the express written consent of Terex.

Please indicate acceptance of this offer by signing the enclosed copy and
returning it to me at the earliest convenience.

                                     Sincerely,
                                     TEREX CORPORATION


                                     By:
                                        --------------------------
                                        Name:
                                        Title:


Agreed and Accepted as of November __, 2003:

FIVER S.A.

By:
       -----------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>9
<FILENAME>ex12-1.txt
<DESCRIPTION>EXHIBIT 12.1 - RATIOS CALCULATION
<TEXT>
                                                                    EXHIBIT 12.1

                                TEREX CORPORATION
                CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
                             (amounts in millions)

<TABLE>
<CAPTION>
                                               --------------------------------------------------------   Nine Months Ended
                                                               Year Ended December 31,                      September 30,
                                                                                                        -----------------------
                                                 2002         2001        2000       1999       1998       2003        2002
                                               ----------  ---------- ----------- ---------- ---------- ----------- -----------
<s>                                            <c>         <c>        <c>         <c>        <c>        <c>         <c>
Earnings
  Income (loss) from continuing operations
    before taxes and cumulative effect of
    change in accounting principle.............$   (25.8)  $    24.6   $   159.6  $   98.4   $    74.5  $    (25.7) $    43.4

  Adjustments:
    Minority interest in losses of
      consolidated subsidiaries................    ---         ---         ---       ---         ---         ---        ---
    Undistributed (income) loss of less than
      50% owned investments....................    ---         ---         ---       ---         ---         ---        ---
    Distributions from less than 50% owned
      investments..............................    ---         ---         ---       ---         ---         ---        ---
    Fixed charges..............................    108.0        94.8       106.2      88.4        52.4        90.4       76.6
                                                 --------    ----------  ---------  -------    --------    --------   --------

  Earnings.....................................     82.2       119.4       265.8     186.8       126.9        64.7      120.0
                                                 --------    ----------  ---------  -------    --------    --------   --------

Combined fixed charges, including
    preferred accretion
  Interest expense, including debt discount
    amortization...............................     92.9        86.7        99.8      82.8        47.2        74.8       65.9
  Accretion of redeemable convertible
   preferred stock.............................    ---         ---         ---       ---         ---         ---        ---
  Amortization of debt issuance costs..........      4.8         3.8         3.5       2.6         2.1         3.9        3.2
  Portion of rental expense representative of
    interest factor (assumed to be 33%)........     10.3         4.3         2.9       3.0         3.1        11.7        7.5
                                                 --------    ----------  ---------  -------    --------    --------   --------

  Fixed charges................................$   108.0   $    94.8   $   106.2  $   88.4   $    52.4  $     90.4  $    76.6
                                                 --------    ----------  ---------  -------    --------    --------   --------

Ratio of earnings to combined fixed charges....  ---(1)          1.3x        2.5x    2.1x          2.4x    ---(1)         1.6x(2)
                                                 ========    ==========  =========  =======    ========    ========   ========

Amount of earnings deficiency for coverage of       25.8                                         ---    $     25.7(2) $   ---
   combined fixed charges......................$           $   ---     $   ---    $  ---     $
                                                 ========    ==========  =========  =======    ========    ========   ========

(1) Less than 1.0x
(2) The ratio of earnings to fixed charges for the nine months ended September
30, 2002 and 2003 presented above were calculated with certain Businesses
reported as discontinued operations (see "Recent Developments" in the prospectus
included in this Registration Statement). Had these Businesses been reported
within continuing operations, the ratio of earnings to fixed charges for the
nine months ended September 30, 2002 would have been 1.5x and for the nine
months ended September 30, 2003 fixed charges exceeded earnings by $22.9
million.
</table>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>10
<FILENAME>ex21-1.txt
<DESCRIPTION>EXHIBIT 21.1 - CONSOLIDATED SUBSIDIARIES
<TEXT>
                                                                   Exhibiti 21.1

                 CONSOLIDATED SUBSIDIARIES OF TEREX CORPORATION


Name of Subsidiary                                Jurisdiction of Incorporation

The American Crane Corporation                                 North Carolina
American Truck Company LLC                                           Delaware
Amida Industries, Inc.                                         South Carolina
Atlas Terex GmbH                                                      Germany
Atlas Terex UK Limited                                         United Kingdom
Atlas Weyhausen Norge A/S                                              Norway
Atlasquip Ltee.                                                        Canada
BCP Construction Products, Inc.                                      Delaware
Benford America, Inc.                                                Delaware
Benford Limited                                                United Kingdom
BHS Baumaschinen Handelsund Service GmbH                              Germany
BL - Pegson Limited                                            United Kingdom
BL - Pegson USA, Inc.                                             Connecticut
Brown Lenox & Co. Limited                                      United Kingdom
Bucyrus Construction Products, Inc.                                  Delaware
Cedarapids, Inc.                                                         Iowa
Cliffmere Limited                                              United Kingdom
CMI Belgium NV                                                        Belgium
CMI Dakota Company                                               South Dakota
CMIOIL Corporation                                                   Oklahoma
CMI Terex Corporation                                                Oklahoma
CMI-Cifali Equipamentos, Ltda.                                         Brazil
CMP Limited                                                    United Kingdom
Coleman Engineering, Inc.                                           Tennessee
Comet Coalification Limited                                    United Kingdom
Crookhall Coal Company Limited                                 United Kingdom
Demag Mobile Cranes AB/AB Grundstenen 95480                            Sweden
Demag Mobile Cranes Gepgyarto Kft.                                    Hungary
Demag Mobile Cranes Ltd.                                       United Kingdom
Demag Mobile Cranes Spain, S.A.                                         Spain
Demag Mobile Cranes Verwaltungsgesellschaft mbH                       Germany
Demag Mobile Cranes, Inc.                                            Delaware
Dematic Japan Co., Ltd                                                  Japan
Drion Constructie B.V. B.A.                                           Belgium
EarthKing, Inc.                                                      Delaware
Energetika TATRA, a.s.                                         Czechoslovakia
Energy and Mineral Processing Limited                                Scotland
Fairfield Insurance Limited                                        N. Ireland
Fermec Holding Ltd.                                            United Kingdom
Fermec International Ltd.                                      United Kingdom
Fermec Manufacturing Ltd.                                      United Kingdom
Fermec North America Ltd.                                      United Kingdom
Fermec S.A.                                                            France
Fermec Trustees Ltd.                                           United Kingdom
Finlay (Site Handlers) Limited                                     N. Ireland
Finlay Block Machinery Limited                                     N. Ireland
Finlay Hydrascreen USA, Inc.                                         Michigan
Finlay Hydrascreens (Omagh) Limited                                N. Ireland
Finlay Plant (UK) Ltd.                                         United Kingdom
Foray 827 Limited                                              United Kingdom
Fuchs Terex, Inc.                                                    Delaware
Fuchs-Bagger GmbH & Co. KG                                            Germany
Fuchs-Bagger Verwaltungs GmbH                                         Germany
Fyne Limited                                                   United Kingdom
Fyne Machineries Limited                                       United Kingdom
Gatewood Engineers Limited                                     United Kingdom
Genie Access Services International Limited                    United Kingdom
Genie Access Services, Inc.                                        Washington
Genie Australia Wholesale Pty. Ltd.                                 Australia
Genie Australia Pty. Ltd.                                           Australia
Genie Brasil LTDA                                                      Brazil
Genie Cayman Holdings                                          Cayman Islands
Genie China, Inc.                                                  Washington
Genie Financial Services Europe Ltd.                           United Kingdom
Genie Financial Services, Inc.                                     Washington
Genie Financial Solutions, Inc.                                United Kingdom
Genie France S.A.R.L.                                                  France
Genie Germany GmbH                                                    Germany
Genie Holdings, Inc.                                               Washington
Genie Industries Iberica, S.L.                                          Spain
Genie Industries, B.V.                                            Netherlands
Genie Industries, Inc.                                             Washington
Genie International Holdings, Ltd.                             United Kingdom
Genie International, Inc.                                          Washington
Genie Korea Ltd.                                                        Korea
Genie Lease Management LLC                                           Delaware
Genie Manufacturing, Inc.                                          Washington
Genie Portfolio Management LLC                                       Delaware
Gen-National Insurance Co. Ltd.                                       Bermuda
GFS Commercial LLC                                                 Washington
GFS National, Inc.                                                 Washington
Go Credit Corporation                                              Washington
Gru Comedil S.r.l.                                                      Italy
Horsky Hotel TATRA, spol. s.r.o                                Czechoslovakia
HFM Hohenloher Fahrzeuge-und Maschinenteile GmbH                      Germany
IMACO Blackwood Hodge Group Limited                            United Kingdom
IMACO Blackwood Hodge Limited                                  United Kingdom
IMACO Trading Limited                                          United Kingdom
Industrial Conveyor's Sdn Bhd                                        Malaysia
International Machinery Company Limited                        United Kingdom
J.C. Abbott & Co. Ltd.                                         United Kingdom
Jaques (Singapore) Pte Ltd                                          Singapore
Jaques (Thailand) Limited                                            Thailand
Jaques International Holdings Pty. Ltd.                             Australia
Jaques International Limited                                        Hong Kong
Jaques International Sdn Bhd                                         Malaysia
John Finlay (Engineering) Limited                                  N. Ireland
Keir & Cawder (Engineering) Limited                                  Scotland
Koehring Cranes, Inc.                                                Delaware
Kueken (UK) Ltd.                                               United Kingdom
Lease Servicing & Funding Corp.                                    Washington
Matbro (N.I.) Limited                                              N. Ireland
Metra Metaalwerken BVBA                                               Belgium
Moffett Iberica S.A.                                                    Spain
New Terex Holdings UK Limited                                  United Kingdom
NGW Supplies Limited                                           United Kingdom
Nihon Genie K.K.                                                        Japan
Nippon Schaeff K.K.                                                     Japan
O & K Orenstein & Koppel (South Africa) Pty. Ltd.                South Africa
O & K Orenstein & Koppel Inc.                                          Canada
O & K Orenstein & Koppel, Inc.                                       Delaware
O & K Orenstein & Koppel Limited                               United Kingdom
Orenstein & Koppel Australia Pty Ltd.                               Australia
P.P.M. S.A.S.                                                          France
Payhauler Corp.                                                      Illinois
Pegson Group Limited                                           United Kingdom
Potratz  - Terex  GmbH                                                Germany
Potratz Baumaschinen GmbH & Co. KG                                    Germany
Powerscreen (G.B.) Limited                                     United Kingdom
Powerscreen Holdings USA Inc.                                        Delaware
Powerscreen International (Canada) ULC                                 Canada
Powerscreen International (UK) Limited                         United Kingdom
Powerscreen International Distribution Limited                     N. Ireland
Powerscreen International Limited                              United Kingdom
Powerscreen International LLC                                        Delaware
Powerscreen Limited                                                   Ireland
Powerscreen Manufacturing Limited                                  N. Ireland
Powerscreen North America Inc.                                       Delaware
Powerscreen USA LLC                                                  Kentucky
Powerscreen USC Inc.                                                 Delaware
Powersizer Limited                                             United Kingdom
PPM Cranes, Inc.                                                     Delaware
PPM Deutschland GmbH Terex Cranes                                     Germany
Precision Powertrain (UK) Limited                              United Kingdom
Product Support, Inc.                                                Oklahoma
R&R Limited                                                    United Kingdom
Rhaeader Colliery Co. Limited                                  United Kingdom
Royer Industries, Inc.                                           Pennsylvania
Schaeff  - Terex Beteiligungs-GmbH                                    Germany
Schaeff & Co.                                                  United Kingdom
Schaeff Ersatzeile-Service GmbH & Co. KG                              Germany
Schaeff Ersatzteile Service Beteilgungs GmbH                          Germany
Schaeff France SARL                                                    France
Schaeff Gesellschaft fur Auslandsbeteiligungen GmbH                   Germany
Schaeff Grundbesitz GmbH & Co. Gbr                                    Germany
Schaeff Holding GmbH & Co. KG                                         Germany
Schaeff Holding Verwaltungs GmbH                                      Germany
Schaeff Komponenten Beteiligungs GmbH                                 Germany
Schaeff Komponenten GmbH & Co. KG                                     Germany
Schaeff Limited                                                United Kingdom
Schaeff Machinery (Shanghai) Co., Ltd.                                  China
Schaeff of North America, Inc.                                       Delaware
Schaeff Service Limited                                        United Kingdom
Schaeff Incorporated                                                     Iowa
Sempurna Enterprise (Malaysia) Sdn Bhd                               Malaysia
Simplicity Material Handling, Ltd.                                     Canada
Sim-Tech Management Limited                                         Hong Kong
Spinnaker Insurance Company                                           Vermont
Standard Havens Products, Inc.                                       Delaware
Standard Havens, Inc.                                                Delaware
Sure Equipment (Sales) Limited                                 United Kingdom
Sure Equipment (Scotland) Limited                              United Kingdom
Sure Equipment (Southern) Limited                              United Kingdom
Sure Equipment Group Limited                                   United Kingdom
Tafonco a.s.                                                     Czechlovakia
Taforge a.s.                                                    Chezoslovakia
Tatra, a.s.                                                    Czechoslovakia
Tatra ND, spol. s.r.o v likvidaci                              Czechoslovakia
Tatrarest, spol. s.r.o                                         Czechoslovakia
Tatraservis a.s.                                                       Russia
Tatra Slovensko, Spol. s.r.o                                         Slovakia
Tatra Udyog Ltd                                                         India
Tatra USA Inc.                                                  United States
Tawesco s.r.o                                                    Checklovakia
Telelect Canada, Ltd.                                                  Canada
Telelect Southeast Distribution, Inc.                               Tennessee
Terex Advance Mixer, Inc.                                            Delaware
Terex Aerials Limited                                                 Ireland
Terex Aerials, Inc.                                                 Wisconsin
Terex Australia Pty. Ltd.                                           Australia
Terex Aviation Ground Equipment, Inc.                                Delaware
Terex Bartell, Inc.                                                  Delaware
Terex Bartell, Ltd.                                                    Canada
Terex Cranes (Australia) Pty. Ltd.                                  Australia
Terex Cranes (UK) Ltd.                                         United Kingdom
Terex Cranes, Inc.                                                   Delaware
Terex Czech s.r.o.                                             Czechoslovakia
Terex-Demag GmbH & Co. KG                                             Germany
Terex Demag S.A.S.                                                     France
Terex Equipment & Machinery Espana S.L.U.                               Spain
Terex Equipment Limited                                        United Kingdom
Terex European Holdings B.V.                                  The Netherlands
Terex Financial Services, Inc.                                       Delaware
Terex Germany GmbH & Co. K.G.                                         Germany
Terex International Financial Services Company                     N. Ireland
Terex Italia S.r.l.                                                     Italy
Terex Lifting Australia Pty. Ltd.                                   Australia
Terex Lifting U.K. Limited                                     United Kingdom
Terex Mining (Botswana) (Pty) Ltd.                                   Botswana
Terex Mining Australia Pty. Ltd.                                    Australia
Terex Mining Equipment, Inc.                                         Delaware
Terex Netherlands Holdings B.V.                               The Netherlands
Terex  Utilities Canada, Inc.                                          Canada
Terex of Western Michigan, Inc.                                      Michigan
Terex Peiner GmbH                                                     Germany
Terex Real Property, Inc.                                        Pennsylvania
Terex UK Limited                                               United Kingdom
Terex Utilities, Inc.                                                Delaware
Terex Utilities South, Inc.                                          Delaware
Terex Verwaltungs GmbH                                                Germany
Terex West Coast, Inc.                                           South Dakota
TerexLift S.r.l.                                                        Italy
Terex-RO Corporation                                                   Kansas
Terex-Telelect, Inc.                                                 Delaware
Tower Cranes, Inc.                                                   New York
Unit Rig (Canada) Ltd.                                               Delaware
Unit Rig (South Africa) Pty. Ltd.                                South Africa
Utility Equipment, Inc.                                                Oregon
Webster Schaeff & Co.                                          United Kingdom


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>11
<FILENAME>ex23-1.txt
<DESCRIPTION>EXHIBIT 23.1 - PRICEWATERHOUSECOOPERS CONSENT
<TEXT>
                                                                    Exhibit 23.1

Reference is made to the "Experts" section in the prospectus which is included
in this Registration Statement for a discussion of the consents to be obtained.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>12
<FILENAME>ex23-2.txt
<DESCRIPTION>EXHIBIT 23.2 - PRICEWATERHOUSECOOPERS CONSENT
<TEXT>
                                                                    Exhibit 23.2

Reference is made to the "Experts" section in the prospectus which is included
in this Registration Statement for a discussion of the consents to be obtained.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>13
<FILENAME>ex25-1.txt
<DESCRIPTION>EXHIBIT 25.1 - FORM T-1
<TEXT>
                                                                    Exhibit 25.1

                                 CONFORMED COPY


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

- -------------------------------------------------------------------------------

                                    FORM T-1
                    STATEMENT OF ELIGIBILITY UNDER THE TRUST
                     INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                                SECTION 305(b)(2)

                                  HSBC Bank USA
               (Exact name of trustee as specified in its charter)

          New York                                           13-2774727
 (Jurisdiction of incorporation                           (I.R.S. Employer
 or organization if not a U.S.                           Identification No.)
       national bank)

 452 Fifth Avenue, New York, NY                              10018-2706
 (212) 525-5600                                              (Zip Code)
 (Address of principal executive offices)

                             Warren L. Tischler, SVP
                                  HSBC Bank USA
                                452 Fifth Avenue
                          New York, New York 10018-2706
                               Tel: (212) 525-1311
            (Name, address and telephone number of agent for service)

                               TEREX CORPORATION*
               (Exact name of obligor as specified in its charter)

             Delaware                                       34-1531521
(State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                      Identification No.)

 500 Post Road East
 Westport, CT                                                06880
 (203) 222-7170                                           (Zip Code)
 (Address of principal executive offices)


                    7 3/8% Senior Subordinated Notes due 2014
             Guarantees by certain subsidiaries of TEREX CORPORATION
                         (Title of Indenture Securities)
<page>
                        *TABLE OF ADDITIONAL REGISTRANTS

                                               State or Other
                                               Jurisdiction of   I.R.S. Employer
                                               Incorporation or   Identification
Name, Address and Telephone Number               Organization         Number
- ----------------------------------             ---------------   ---------------

Terex Cranes, Inc.  (1)                            Delaware         06-1513089

CMI Terex Corporation                              Oklahoma         73-0519810
P.O. Box 1985
I-40 and Morgan Road
Oklahoma City, Oklahoma  73101
(405) 787-6020

Koehring Cranes, Inc.                              Iowa             06-1423888
106 12th Street S.E.
Waverly, Iowa  50677
(319) 352-3920

Terex-Telelect, Inc.                               Delaware         41-1603748
600 Oakwood Road
Watertown, South Dakota  57201
(605) 882-4000

Terex-RO Corporation                               Kansas           44-0565380
550 Old Highway 56
Olathe, Kansas  66061
(913) 782-1200

Payhauler Corp.                                    Illinois         36-3195008
5400 South 49th Street
Tulsa, Oklahoma  74107
(918) 446-5881

The American Crane Corporation                     North Carolina   56-1570091
202 Raleigh Street
Wilmington, North Carolina  28412
(910) 395-8500

Amida Industries, Inc.                             South Carolina   57-0531930
590 Huey Road
Rock Hill, South Carolina  29730
(803) 324-3011

O&K Orenstein & Koppel, Inc.                       Delaware         58-2084520
5400 South 49th Street
Tulsa, Oklahoma  74107
(918) 446-5881

Cedarapids, Inc.                                   Iowa             43-0332910
909 17th Street NE
Cedar Rapids, Iowa  52402
(319) 363-3511

Standard Havens, Inc.                              Delaware         43-0913249
909 17th Street NE
Cedar Rapids, Iowa  52402
(319) 363-3511

Standard Havens Products, Inc.                     Delaware         43-1435208
909 17th Street NE
Cedar Rapids, Iowa  52402
(319) 363-3511

BL Pegson USA, Inc.                                Connecticut      31-1629830
590 Huey Road
Rock Hill, South Carolina  29730
(800) 324-3011

Benford America, Inc.                              Delaware         76-0522879
590 Huey Road
Rock Hill, South Carolina  29730
(803) 324-3011

Coleman Engineering, Inc.                          Tennessee        62-0949893
590 Huey Road
Rock Hill, South Carolina  29730
(803) 324-3011

Finlay Hydrascreen USA, Inc.                       New Jersey       22-2776883
11001 Electron Drive
Louisville, Kentucky  40299
(502) 267-2314

Earthking, Inc. (1)                                Delaware         06-1572433

Powerscreen Holdings USA Inc. (1)                  Delaware         61-1265609

Powerscreen International LLC (1)                  Delaware         61-1340898

Powerscreen North America Inc. (1)                 Delaware         61-1340891

Powerscreen USA LLC                                Kentucky         31-1515625
11001 Electron Drive
Louisville, Kentucky  40299
(502) 267-2314

Royer Industries, Inc.                             Pennsylvania     24-0708630
341 King Street
Myerstown, Pennsylvania  17067
(717) 866-2357

Terex Bartell, Inc.                                Delaware         34-1325948
590 Huey Road
Rock Hill, South Carolina  29730
(803) 324-3011

PPM Cranes, Inc.                                   Delaware         39-1611683
Highway 501 East
Conway, South Carolina  29526
(843) 349-6900

Terex Mining Equipment, Inc. (1)                   Delaware         06-1503634

CMI Dakota Company                                 South Dakota     46-0440642
I-40 & Morgan Road
Oklahoma City, Oklahoma  73101
(405) 787-6020

CMIOIL Corporation                                 Oklahoma         73-1125438
I-40 & Morgan Road
Oklahoma City, Oklahoma  73101
(405) 787-6020

Fuchs Terex, Inc. (1)                              Delaware         06-1570294

Genie Access Services, Inc.                        Washington       91-2073567
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie China, Inc.                                  Washington       91-1973009
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie Financial Services, Inc.                     Washington       91-1712115
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie Holdings, Inc.                               Washington       91-1666966
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie Industries, Inc.                             Washington       91-0815489
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie International, Inc.                          Washington       91-1975116
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Genie Manufacturing, Inc.                          Washington       91-1499412
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

GFS Commercial LLC                                 Washington             N/A
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

GFS National, Inc.                                 Washington       91-1959375
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Go Credit Corporation                              Washington       91-1563427
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Lease Servicing & Funding Corporation              Washington       91-1808180
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Product Support, Inc.                              Oklahoma         73-1488926
18340 NE 76th Street
Redmond, Washington  98052
(425) 881-1800

Spinnaker Insurance Company (1)                    Vermont          03-0372517

Schaeff Incorporated (1)                           Iowa             42-1097891

Terex Advance Mixer, Inc. (1)                      Delaware         06-1444818

Terex Financial Services, Inc. (1)                 Delaware         45-0497096

Terex Utilities, Inc. (1)                          Delaware         45-0497096

Terex Utilities South, Inc.                        Delaware         74-3075523
142 Gembler Road
San Antonio, Texas  78219
(210) 476-7777

Utility Equipment, Inc.                            Oregon           93-0557703
12805 SW 77th Place
Tigard, Oregon  97223
(503) 620-0611

(1)  The address and telephone number of principal executive offices are the
     same as those of Terex Corporation.


                                     General
Item 1. General Information.

          Furnish the following information as to the trustee:

          (a) Name and address of each examining or supervisory authority to
     which it is subject.

                 State of New York Banking Department.

                 Federal Deposit Insurance Corporation, Washington, D.C.

                 Board of Governors of the Federal Reserve System,
                 Washington, D.C.

          (b) Whether it is authorized to exercise corporate trust powers.

                          Yes.

Item 2. Affiliations with Obligor.

          If the obligor is an affiliate of the trustee, describe each such
          affiliation.

               None

Item 16. List of Exhibits

Exhibit
- -------

T1A(i)              (1)  Copy of the Organization Certificate of HSBC Bank USA.

T1A(ii)             (1)  Certificate of the State of New York Banking Department
                         dated December 31, 1993 as to the authority of HSBC
                         Bank USA to commence business as amended effective on
                         March 29, 1999.

T1A(iii)                 Not applicable.

T1A(iv)             (3)  Copy of the existing By-Laws of HSBC Bank USA as
                         amended on April 11, 2002.

T1A(v)                   Not applicable.

T1A(vi)             (2)  Consent of HSBC Bank USA required by Section 321(b) of
                         the Trust Indenture Act of 1939.

T1A(vii)                 Copy of the latest report of condition of the trustee
                        (September 30, 2003), published pursuant to law or the
                         requirement of its supervisory or examining authority.

T1A(viii)                Not applicable.

T1A(ix)                  Not applicable.


(1)  Exhibits previously filed with the Securities and Exchange Commission with
     Registration No. 022-22429 and incorporated herein by reference thereto.

(2)  Exhibit previously filed with the Securities and Exchange Commission with
     Registration No. 33-53693 and incorporated herein by reference thereto.

(3)  Exhibit previously filed with the Securities and Exchange Commission with
     Registration No. 333-88532 and incorporated herein by reference thereto.

<page>
                                    SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized under the laws
of the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York on the 19th day of January, 2004.



                                               HSBC BANK USA


                                              By:  /s/ Marcia A. Markowski
                                                 ---------------------------
                                                 Marcia A. Markowski
                                                 Vice President

<page>
<table>
<caption>
                                                                                                                   Exhibit T1A (vii)

                                                                                 Board of  Governors  of the Federal  Reserve System
                                                                                 OMB Number: 7100-0036
                                                                                 Federal Deposit Insurance Corporation
                                                                                 OMB Number: 3064-0052
                                                                                 Office of the Comptroller of the Currency
                                                                                 OMB Number: 1557-0081
Federal Financial Institutions Examination Council                               Expires April 30, 2006
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                  Please refer to page i,
                                                                                  Table of Contents, for
                                                                                  the required disclosure
                                                                                  of estimated burden.                  [1]
- ------------------------------------------------------------------------------------------------------------------------------------
Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices-FFIEC 031
<s>                                                                 <c>

Report at the close of business September 30, 2003                 (19980930)
                                                                   ----------
                                                                   (RCRI 9999)

This  report is required  by law;  12 U.S.C.  SS324 (State  member This  report  form is to be  filed  by banks  with  branches  and
banks);  12 U.S.C. SS1817 (State nonmember  banks); and 12 U.S.C.  consolidated  subsidiaries in U.S.  territories and  possessions,
SS161 (National banks).                                            Edge or Agreement  subsidiaries,  foreign branches,  consolidated
                                                                   foreign subsidiaries, or International Banking Facilities.

NOTE:  The Reports of  Condition  and Income must be signed by an  The  Reports  of  Condition  and Income  are to be  prepared  in
authorized  officer and the Report of Condition  must be attested  accordance with Federal regulatory authority instructions.
to by not less than two directors (trustees) for State nonmember
banks and three directors for State member and National Banks.     We,  the  undersigned  directors   (trustees),   attest  to  the
                                                                   correctness   of  this  Report  of  Condition   (including   the
I,  Joseph R. Simpson, Controller                                  supporting  schedules)  and declare that it has been examined by
     Name and Title of Officer Authorized to Sign Report           us  and  to the  best  of our  knowledge  and  belief  has  been
                                                                   prepared  in  conformance  with the  instructions  issued by the
Of the  named  bank do  hereby  declare that  these  Reports  of   appropriate  Federal  regulatory   authority  and  is  true  and
Condition and Income  (including the supporting  schedules)  have  correct.
been prepared in conformance with the instructions  issued by the
appropriate  Federal  regulatory  authority  and are  true to the
best of my knowledge and believe.
                                                                   /s/ Sal H. Alfieri
   /s/ Jsoeph R. Simpson                                           ---------------------------------
                                                                   Director (Trustee)
- -----------------------------------------------------------------  /s/ Bernard J. Kennedy
Signature of Officer Authorized to Sign Report                     ---------------------------------
                                                                   Director (Trustee)
             11/12/03                                              /s/ Martin Glynn
- -----------------------------------------------------------------  ---------------------------------
Date of Signature                                                  Director (Trustee)
- --------------------------------------------------------------------------------------------------------------------------------

  Submission of Reports

  Each Bank must  prepare  its  Reports of  Condition  and Income  For  electronic  filing  assistance,  contact  EDS  Call  report
  either:                                                          Services,  2150 N. Prospect Ave., Milwaukee, WI 53202, telephone
                                                                   (800) 255-1571.
  (a)      in  electronic  form and then file the  computer  data
       file  directly  with  the  banking  agencies'   collection  To fulfill the signature  and  attestation  requirement  for the
       agent,  Electronic Data System Corporation (EDS), by modem  Reports of  Condition  and Income for this report  date,  attach
       or  computer diskette; or                                   this  signature  page to the  hard-copy f the  completed  report
                                                                   that the bank places in its files.
  b)   in hard-copy  (paper)  form and arrange for another  party
  to convert the paper  report to automated  for.  That party (if
  other than EDS) must transmit the bank's  computer data file to
  EDS.
- ------------------------------------------------------------------------------------------------------------------------------------


- -------------------------------------------------------

FDIC Certificate Number                  00589
- -------------------------------------------------------
                                    (RCRI 9030)
http://WWW.BANKING.US.HSBC.COM                                         HSBC Bank USA
- ---------------------------------------------------------------------  -------------------------------------------------------------
Primary  Internet Web Address of Bank (Home Page), if any (TEXT 4087)  Legal Title of Bank (TEXT 9010)
       (Example:  www.examplebank.com)
                                                                       Buffalo
                                                                       -------------------------------------------------------------
                                                                       City (TEXT 9130)

                                                                       N.Y.                                 14203
                                                                       -------------------------------------------------------------
                                                                       State Abbrev. (TEXT 9200)     ZIP Code (TEXT 9220)


Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
</table>
<page>
                               REPORT OF CONDITION

Consolidated domestic subsidiaries
HSBC Bank USA                                                of  Buffalo
- --------------------------------------------------------------------------
  Name of Bank                                                   City

in the state of New York, at the close of business September 30, 2003

<table>
<caption>
ASSETS
<s>                                                                                        <c>               <c>
                                                                                                              Thousands of dollars
Cash and balances due from depository institutions:
                                                                                                             -----------------------
 a.  Non-interest-bearing balances currency and coin                                                               $      2,350,034
- -------------------------------------------------------------------------------------------------------------
 b.  Interest-bearing balances                                                                                            1,160,995
- -------------------------------------------------------------------------------------------------------------
   Held-to-maturity securities
                                                                                                                          4,213,089
- -------------------------------------------------------------------------------------------------------------
   Available-for-sale securities                                                                                         14,211,802
- -------------------------------------------------------------------------------------------------------------
   Federal funds sold and securities purchased under agreements to resell:
- -------------------------------------------------------------------------------------------------------------
a. Federal funds sold in domestic offices                                                                                   633,000
b. Securities purchased under agreements to resell                                                                        3,994,723
                                                                                                             -----------------------
Loans and lease financing receivables:
                                                                                                             -----------------------
   Loans and leases held for sale                                                                                  $      2,653,585
- --------------------------------------------------------------------------------------                       -----------------------
   Loans and leases net of unearned income                                                  $     42,180,013
- --------------------------------------------------------------------------------------
   LESS: Allowance for loan and lease losses                                                         434,830
- -------------------------------------------------------------------------------------------------------------
                                                                                                             -----------------------
   Loans and lease, net of unearned income, allowance, and reserve                                                 $     41,745,183
- -------------------------------------------------------------------------------------------------------------
   Trading assets                                                                                                        11,522,909
- -------------------------------------------------------------------------------------------------------------
   Premises and fixed assets
                                                                                                                            673,337
- -------------------------------------------------------------------------------------------------------------
Other real estate owned
                                                                                                                             11,310
- -------------------------------------------------------------------------------------------------------------
Investments in unconsolidated subsidiaries
                                                                                                                            243,581
- -------------------------------------------------------------------------------------------------------------
Customers' liability to this bank on acceptances outstanding
                                                                                                                             80,310
- -------------------------------------------------------------------------------------------------------------
Intangible assets: Goodwill
                                                                                                                          2,211,273
- -------------------------------------------------------------------------------------------------------------
Intangible assets: Other intangible assets
                                                                                                                            503,927
- -------------------------------------------------------------------------------------------------------------
Other assets
                                                                                                                          3,948,333
- -------------------------------------------------------------------------------------------------------------
Total assets
                                                                                                                         90,157,211
- ------------------------------------------------------------------------------------------------------------------------------------


LIABILITIES

Deposits:
   In domestic offices
                                                                                                                         42,764,284
                                                                                                             -----------------------
- -------------------------------------------------------------------------------------------------------------
   Non-interest-bearing
                                                                                                   6,078,506
- --------------------------------------------------------------------------------------
   Interest-bearing
                                                                                                  36,685,778
- -------------------------------------------------------------------------------------------------------------
                                                                                                             -----------------------
In foreign offices
                                                                                                                         20,037,930
- --------------------------------------------------------------------------------------                       -----------------------
   Non-interest-bearing
                                                                                                     417,850
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
   Interest-bearing
                                                                                                  19,620,080
- -------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Federal funds purchased and securities sold under agreements to repurchase:
- ------------------------------------------------------------------------------------------------------------------------------------
 a. Federal funds purchased in domestic offices
                                                                                                                             90,885
- -------------------------------------------------------------------------------------------------------------
 b. Securities sold under agreements to repurchase
                                                                                                                            390,103
- -------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------
Trading Liabilities
                                                                                                                          8,070,149
- -------------------------------------------------------------------------------------------------------------
Other borrowed money
                                                                                                                          5,316,355
- -------------------------------------------------------------------------------------------------------------
Bank's liability on acceptances
                                                                                                                             80,130
- -------------------------------------------------------------------------------------------------------------
Subordinated notes and debentures
                                                                                                                          1,549,223
- -------------------------------------------------------------------------------------------------------------
Other liabilities
                                                                                                                          4,181,576
- ------------------------------------------------------------------------------------------------------------------------------------
Total liabilities
                                                                                                                         82,480,605
- ------------------------------------------------------------------------------------------------------------------------------------
Minority Interests in consolidated Subsidiaries
                                                                                                                                342
- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY CAPITAL

- ------------------------------------------------------------------------------------------------------------------------------------
Perpetual preferred stock and related surplus
                                                                                                                                  -
- -------------------------------------------------------------------------------------------------------------
Common Stock
                                                                                                                            205,000
- -------------------------------------------------------------------------------------------------------------
Surplus
                                                                                                                          6,420,202
- -------------------------------------------------------------------------------------------------------------
Retained earnings
                                                                                                                            893,079
- -------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive income
                                                                                                                            157,983
- -------------------------------------------------------------------------------------------------------------
Other equity capital components
                                                                                                                                  -
- -------------------------------------------------------------------------------------------------------------
Total equity capital
                                                                                                                          7,676,264
- -------------------------------------------------------------------------------------------------------------
Total liabilities, minority interests and equity capital
                                                                                                                         90,157,211
- ------------------------------------------------------------------------------------------------------------------------------------
</table>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>14
<FILENAME>ex99-1_transmittalletter.txt
<DESCRIPTION>EX. 99.1-LETTER OF TRANSMITTAL
<TEXT>
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------

                                TEREX CORPORATION

                              LETTER OF TRANSMITTAL

                                OFFER TO EXCHANGE


                     7-3/8% Senior Subordinated Notes due 2014

                   for 7-3/8% Senior Subordinated Notes due 2014

           which have been registered under the Securities Act of 1933

                      To: HSBC Bank USA, The Exchange Agent

By Overnight and by Hand Delivery after
   4:30 p.m. on Expiration Date:                By Hand Delivery to 4:30 p.m.:

         HSBC Bank USA                                  HSBC Bank USA
  Issuer Services Operations                     Issuer Services Operations
       One Hanson Place                               One Hanson Place
          Lower Level                                    Lower Level
   Brooklyn, New York 11243                       Brooklyn, New York 11243
   Attention: Paulette Shaw                       Attention: Paulette Shaw

By Registered or Certified Mail:                        By Facsimile:

          HSBC Bank USA                                (718) 488-4488
   Issuer Services Operations             Attention: Issuer Services Operations
        One Hanson Place
           Lower Level                             Confirm by Telephone:
    Brooklyn, New York 11243
    Attention: Paulette Shaw                            (718) 488-4475

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

     The undersigned acknowledges that he or she has received the Prospectus
dated _________, 2004 (the "Prospectus") of Terex Corporation, a Delaware
corporation (the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 7-3/8% Senior Subordinated
Notes due 2014 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement of which the Prospectus is a part, for each $1,000
principal amount of its outstanding 7-3/8% Senior Subordinated Notes due 2014
(the "Old Notes"), of which $300,000,000 principal amount is outstanding.
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.

     The Letter of Transmittal is to be used by Holders of Old Notes (i) if
certificates representing the Old Notes are to be physically delivered herewith;
or (ii) if a tender of Old Notes is to be made by book-entry transfer into the
Exchange Agent's account at the Depository Trust Company pursuant to the
procedure described in the Prospectus; or (iii) if tender of Old Notes is to be
made according to the guaranteed delivery procedures described in the Prospectus
are to be utilized.

     The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Notes must complete
this letter in its entirety.

                  PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                     CAREFULLY BEFORE CHECKING ANY BOX BELOW

- --------------------------------------------------------------------------------
       DESCRIPTION OF 7-3/8% SENIOR SUBORDINATED NOTES DUE 2014 (OLD NOTES)
- --------------------------------------------------------------------------------
- --------------------------- -----------  --------------------  -----------------
Name(s) and Address(es) of  Certificate  Aggregate Principal   Principal Amount
   Registered Holder(s)     Number(s)    Amount Represented by Tendered (must be
(Please fill in, if blank)               Certificate(s)        in integral
                                                               multiples of
                                                               $1,000)*
- --------------------------- -----------  --------------------  -----------------

- --------------------------- -----------  --------------------  -----------------

- --------------------------- -----------  --------------------  -----------------

- --------------------------- -----------  --------------------  -----------------

- --------------------------- -----------  --------------------  -----------------
                     Total
- --------------------------- -----------  --------------------  -----------------

*    Need not be completed if Old Notes are being tendered by book entry
     transfer.

*    Unless indicated in the column labeled "Principal Amount Tendered", any
     tendering Holder of Old Notes will be deemed to have tendered the entire
     aggregate principal amount represented by the column labeled "Aggregate
     Principal Amount Represented by Certificate(s)."

     If the space provided above is inadequate, list the certificate numbers and
     principal amounts on a separate signed schedule and affix the list to this
     Letter of Transmittal.

     The minimum permitted tender is $1,000 in principal amount of Old Notes.
     All other tenders must be integral multiples of $1,000.

- --------------------------------------------------------------------------------
                          SPECIAL ISSUANCE INSTRUCTIONS
                          (See Instructions 5, 6 and 8)

To be completed ONLY if certificates for Old Notes in a principal amount not
tendered or not accepted for exchange, or New Notes issued in exchange for Old
Notes accepted for exchange, are to be issued in the name of someone other than
the undersigned.

Issue certificate(s) to:

Name___________________________________________________________________________
                                 (Please Print)
Address________________________________________________________________________
_______________________________________________________________________________
                               (Include Zip Code)
_______________________________________________________________________________
                  (Tax Identification or Social Security No.)

- --------------------------------------------------------------------------------


                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 5, 6 and 8)

To be completed ONLY if certificates for Old Notes in a principal amount not
tendered or not accepted for exchange, or New Notes issued in exchange for Old
Notes accepted for exchange, are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown above.

Mail to:

Name___________________________________________________________________________
                                 (Please Print)
Address________________________________________________________________________
_______________________________________________________________________________
                               (Include Zip Code)
_______________________________________________________________________________
                   (Tax Identification or Social Security No.)

- --------------------------------------------------------------------------------

                                       2

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

     Name:_____________________________________________________________________
     Address:__________________________________________________________________


[ ]  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
     BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

     Name of Tendering Institution_____________________________________________

     Account Number ______________ Transaction Code Name_______________________


Ladies and Gentlemen:

     Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of Old Notes tendered in accordance with this Letter of Transmittal, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all of its right, title and interest in and to the Old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the tendered Old
Notes with full power of substitution to (i) deliver certificates for such Old
Notes to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Notes for transfer on the books of the Company and receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.

     The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
on the interpretations of the staff of the Securities and Exchange Commission
(the "Commission"), as contained in several no action letters issued to third
parties. Based on such interpretations of the staff of the Commission set forth
in such no-action letters, the Company believes that the New Notes issued
pursuant to the Exchange Offer in exchange for the Old Notes may be offered for
resale, resold or otherwise transferred by a Holder thereof (other than any such
Holder that is a broker-dealer or an "affiliate" of the Company within the
meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that (i) such New Notes are acquired in the ordinary course of such Holder's
business, (ii) at the time of the commencement of the Exchange Offer such Holder
has no arrangement with any person to participate in a distribution of the New
Notes and (iii) such Holder is not engaged in, and does not intend to engage in,
a distribution of the New Notes. By tendering Old Notes in exchange for the New
Notes or executing this Letter of Transmittal, the undersigned hereby further
represents that any New Notes acquired in exchange for Old Notes tendered hereby
will have been acquired in the ordinary course of business of the person
receiving such New Notes, whether or not such person is the Holder, that neither
the Holder nor any such other person is engaged in, and does not intend to
engage in, a distribution of New Notes or has an arrangement with any person to
participate in the distribution of such New Notes within the meaning of the
Securities Act and that neither the Holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company or
any of its subsidiaries or, if such Holder is an "affiliate," that such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable. If a Holder is unable to make the
foregoing representations, such Holder may not rely

                                       3

on the applicable interpretations of the staff of the Commission and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any secondary resale transaction unless such sale is made
pursuant to an exemption from such requirements. If the undersigned is a
broker-dealer that receives New Notes for its account in exchange for Old Notes
that were acquired as a result of market-making activities or other trading
activities, the undersigned acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes and that it has not entered into any arrangement or understanding
with the Company or an affiliate of the Company in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the assignment, transfer and purchase of
the Old Notes tendered hereby.

     For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Notes when, as and if the Company has given oral
or written notice thereof to the Exchange Agent.

     If any tendered Old Notes are not accepted for exchange pursuant to the
Exchange Offer for any reason, certificates for any such unaccepted Old Notes
will be returned, without expense, to the undersigned at the address shown below
or at a different address as may be indicated herein under "Special Payment
Instructions" as promptly as practicable after the Expiration Date.

     All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, executors, personal
and legal representatives, successors and assigns.

     The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "The Exchange Offer - Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.

     Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the New Notes issued in exchange for the Old
Notes accepted for exchange and return any Old Notes not tendered or not
exchanged in the name(s) of the undersigned. Similarly, unless otherwise
indicated under "Special Delivery Instructions," please send the certificates
representing the New Notes issued in exchange for the Old Notes accepted for
exchange and any certificates for Old Notes not tendered or not exchanged (and
accompanying documents, as appropriate) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Notes issued in exchange for the Old Notes
accepted for exchange and return any Old Notes not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Notes from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Notes so tendered.

     Holders of the Old Notes who wish to tender their Old Notes and (i) whose
Old Notes are not immediately available or (ii) who cannot deliver their Old
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent on or prior to 5:00 P.M. on the Expiration Date, may tender their
Old Notes according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer - Guaranteed Delivery
Procedures." See Instruction 1 regarding the completion of the Letter of
Transmittal printed below.

                                       4
<page>
                         PLEASE SIGN HERE WHETHER OR NOT

                 OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY

X_______________________________________                   _____________________
                                                                  Date
X_______________________________________                   _____________________
 Signature(s) of Registered Holder(s) or                          Date
          Authorized Signatory

Area Code and Telephone Number:__________________________

     The above lines must be signed by the registered holder(s) of Old Notes as
their name(s) appear(s) on the Old Notes or by person(s) authorized to become
registered holder(s) by a properly completed bond power from the registered
holder(s), a copy of which must be transmitted with this Letter of Transmittal.
If Old Notes to which this Letter of Transmittal relates are held of record by
two or more joint holders, then all such holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person must (i) set forth his or her full title
below and (ii) unless waived by the Company, submit evidence satisfactory to the
Company of such person's authority so to act. See Instruction 5 regarding the
completion of this Letter of Transmittal printed below.


Name(s):  _________________________________________
           (Please Print)
Capacity: _________________________________________


Address:  _________________________________________
           (Include Zip Code)

Signature(s) Guaranteed by an Eligible Institution:
         (If required by Instruction 5)

___________________________________________________
                 (Authorized Signature)

___________________________________________________
                       (Title)

___________________________________________________
                   (Name of Firm)


Dated:   _____________, 2004

                                       5
<page>
                                  INSTRUCTIONS


                    FORMING PART OF THE TERMS AND CONDITIONS

                              OF THE EXCHANGE OFFER


     1. Delivery of this Letter of Transmittal and Old Notes. The tendered Old
Notes, as well as a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at its address set forth
herein prior to 5:00 P.M., New York City time, on the Expiration Date. The
method of delivery of the tendered Old Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder and, except as otherwise provided below, the delivery will be deemed
made only when actually received by the Exchange Agent. Instead of delivery by
mail, it is recommended that the Holder use an overnight or hand delivery
service. If sent by mail, it is recommended that registered mail, return receipt
requested, be used, and prior insurance be obtained. In all cases, sufficient
time should be allowed to assure delivery to the Exchange Agent before the
Expiration Date. No Letter of Transmittal or Old Notes should be sent to the
Company.

     Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, or (ii) who cannot deliver their Old Notes, this Letter
of Transmittal or any other documents required hereby to the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date, must tender
their Old Notes according to the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended (each an "Eligible Institution"); (ii) on or
prior to 5:00 P.M. on the Expiration Date, the Exchange Agent must have received
from the Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the Holder of the Old Notes, the certificate
number or numbers of such Old Notes and the principal amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that,
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or facsimile hereof) together with the
certificate(s) representing the Old Notes and any other required documents will
be deposited by the Eligible Institution with the Exchange Agent; and (iii) such
properly completed and executed Letter of Transmittal (or facsimile hereof), as
well as all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered Old Notes in proper form for transfer,
must be received by the Exchange Agent within five business days after the
Expiration Date, all as provided in the Prospectus under the caption "The
Exchange Offer - Guaranteed Delivery Procedures." Any Holder of Old Notes who
wishes to tender his or her Old Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the
Expiration Date. Upon request of the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their Old Notes according to
the guaranteed delivery procedures set forth above.

     All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Old Notes and withdrawal of tendered Old
Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Old Notes not properly tendered or any Old Notes the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the right to waive any defects or
irregularities or conditions of tender as to the Exchange Offer and/or
particular Old Notes. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes must be cured within such
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Notes, nor shall any of them incur
any liability for failure to give

                                       6

such notification. Tenders of Old Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Old Notes
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering Holders of Old Notes, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.

     2. Tender by Holder. Only a Holder of Old Notes may tender such Old Notes
in the Exchange Offer. Any beneficial holder of Old Notes who is not the
registered holder and who wishes to tender should arrange with the registered
holder to execute and deliver this Letter of Transmittal on his or her behalf or
must, prior to completing and executing this Letter of Transmittal and
delivering his or her Old Notes, either make appropriate arrangements to
register ownership of the Old Notes in such holder's name or obtain a properly
completed bond power from the registered holder.

     3. Partial Tenders. Tenders of Old Notes will be accepted only in integral
multiples of $1,000. If less than the entire principal amount of any Old Notes
is tendered, the tendering Holder should fill in the principal amount tendered
in the fourth column of the box entitled "Description of 7-3/8% Senior
Subordinated Notes due 2014 (Old Notes)" above. The entire principal amount of
Old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all Old Notes is
not tendered, then a certificate or certificates representing Old Notes for the
principal amount of Old Notes not tendered and a certificate or certificates
representing New Notes issued in exchange for any Old Notes accepted will be
sent to the Holder at his or her registered address, unless a different address
is provided in the appropriate box on this Letter of Transmittal, promptly after
the Old Notes are accepted for exchange.

     4. Withdrawal of Tenders. To withdraw a tender of Old Notes in the Exchange
Offer, a written or facsimile transmission notice of withdrawal must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the Expiration Date. Any such notice of withdrawal must (i)
specify the name of the person having deposited the Old Notes to be withdrawn
(the "Depositor"), (ii) identify the Old Notes to be withdrawn (including the
registered number or numbers and principal amount of such Old Notes or, in the
case of Old Notes transferred by book-entry transfer, the name and number of the
account at the Book-Entry Transfer Facility to be credited), (iii) be signed by
the Holder in the same manner as the original signature on the Letter of
Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have HSBC Bank USA, the trustee with respect to the Old Notes (the "Trustee"),
register the transfer of such Old Notes into the name of the person withdrawing
the tender and (iv) specify the name in which any such Old Notes are to be
registered, if different from that of the Depositor. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Company, whose determination shall be final and binding on
all parties. Any Old Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no New Notes will be issued with
respect thereto unless the Old Notes so withdrawn are validly re-tendered.
Properly withdrawn Old Notes may be re-tendered by following one of the
procedures set forth in this letter at any time prior to 5:00 p.m., New York
City time, on the Expiration Date.

     5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal (or facsimile hereof) is
signed by the record Holder(s) of the Old Notes tendered hereby, the signature
must correspond with the name(s) as written on the face of the Old Notes without
alteration, enlargement or any change whatsoever.

     Except as otherwise provided below, all signatures on this Letter of
Transmittal (or facsimile hereof) must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed if (i) this
Letter of Transmittal is signed by the registered Holder(s) of the Old Notes
tendered herewith and such Holder(s) have not completed the box set forth herein
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) such Old Notes are tendered for the account of an Eligible
Institution.

                                       7

     If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Old Notes listed, such Old
Notes must be endorsed or accompanied by appropriate bond powers signed as the
name of the registered Holder or Holders appears on the Old Notes.

     If this Letter of Transmittal (or facsimile hereof) or any Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact or officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and,
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.

     Endorsements on Old Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.

     6. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable box or boxes, the name and address to which New
Notes or substitute Old Notes for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.

     7. Tax Identification Number. Federal income tax law requires that a Holder
whose offered Old Notes are accepted for exchange must provide the Company (as
payor) with his, her or its correct Taxpayer Identification Number ("TIN"),
which, in the case of an exchanging Holder who is an individual, is his or her
social security number. If the Company is not provided with the correct TIN or
an adequate basis for exemption, such Holder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). In addition, delivery to
such Holder of New Notes may be subject to backup withholding in an amount equal
to 28% of the gross proceeds resulting from the Exchange Offer. If withholding
results in an overpayment of taxes, a refund may be obtained from the IRS by the
Holder. Exempt Holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9."

     To prevent backup withholding, each exchanging Holder must provide his, her
or its correct TIN by completing the Substitute Form W-9 enclosed herewith,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN) and that (i) the Holder is exempt from backup withholding, (ii) the Holder
has not been notified by the IRS that he, she or it is subject to backup
withholding as a result of a failure to report all interest or dividends or
(iii) the IRS has notified the Holder that he, she or it is no longer subject to
backup withholding. In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, such Holder must submit a statement
signed under penalty of perjury attesting to such exempt status. Such statements
may be obtained from the Exchange Agent. If the Old Notes are in more than one
name or are not in the name of the actual owner, consult the Substitute Form W-9
for information on which TIN to report. If you do not provide your TIN to the
Company within 60 days, backup withholding will begin and continue until you
furnish your TIN to the Company.

     8. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Notes pursuant to the Exchange Offer. If,
however, certificates representing New Notes or Old Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old Notes tendered hereby, or if tendered Old Notes are registered in the
name of any person other than the person signing this Letter of Transmittal, or
if a transfer tax is imposed for any reason other than the exchange of Old Notes
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or on any other persons) will be
payable by the tendering Holder.

     Except as provided in this Instruction 8, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.

                                       8

     9. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify specified conditions in the Exchange Offer in the case of any
Old Notes tendered.

     10. Mutilated, Lost, Stolen or Destroyed Old Notes. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instructions.

     11. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Prospectus. Holders may also contact their broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Exchange Offer.


                          (DO NOT WRITE IN SPACE BELOW)

- --------------------------  ---------------------------  -----------------------
    Certificate                Old Notes Tendered           Old Notes Accepted
    Surrendered
- --------------------------  ---------------------------  -----------------------

- --------------------------  ---------------------------  -----------------------

- --------------------------  ---------------------------  -----------------------

- --------------------------  ---------------------------  -----------------------


Delivery Prepared by __________________  Checked By _____________  Date _______

                                       9
<page>

- --------------------------------------------------------------------------------
                         PAYOR'S NAME: TEREX CORPORATION
- --------------------------------------------------------------------------------
SUBSTITUTE      Name (if joint names, list first and circle the name of the
                person or entity whose number you enter in Part I below.
                See instructions if your name has changed.)
FORM W-9

Department
of the
Treasury

Internal
Revenue
Service
- --------------------------------------------------------------------------------

                Address_______________________________________________________

                City, state and ZIP code______________________________________

                List account number (s) here (optional)_______________________
- --------------------------------------------------------------------------------
                Part 1 - PLEASE PROVIDE YOUR TAXPAYER           Social security
                IDENTIFICATION NUMBER ("TIN") IN THE            number or TIN
                BOX AT RIGHT AND CERTIFY BY SIGNING             ______________
                AND DATING BELOW
- --------------------------------------------------------------------------------
                Part 2 - Check the box if you are NOT subject
                to backup withholding under the provisions of
                section 3408(a)(1)(C) of the Internal Revenue
                Code because (1) you have not been notified
                that you are subject to backup withholding as   ______________
                a result of failure to report all interest or
                dividends or (2) the Internal Revenue Service
                has notified you that you are no longer subject
                to backup withholding. [ ]
- --------------------------------------------------------------------------------
Payor's         CERTIFICATION - UNDER THE PENALTIES OF PERJURY.  PART 3-
Request         I CERTIFY THAT THE INFORMATION PROVIDED ON
for TIN         THIS FORM IS TRUE, CORRECT AND COMPLETE.        AWAITING TIN

                Signature _____________________  Date ________       [ ]

- --------------------------------------------------------------------------------

Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
      REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
      IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                       10
<page>
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payor.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payor.
<TABLE>
<CAPTION>
- ------------------------------ ---------------------------- --------------------------- ----------------------------
For this type of account       Give the                     For this type of account    Give the EMPLOYER
                               SOCIAL SECURITY                                          IDENTIFICATION
                               number of -                                              number of -
- ------------------------------ ---------------------------- --------------------------- ----------------------------
<s>                            <c>                          <c>                         <c>
1.     An individual account   The individual               7.   A valid trust,         The legal entity (Do not
                                                                 estate or pension      furnish the identifying
                                                                 trust                  number of the personal
                                                                                        representative or trustee
                                                                                        unless the legal entity
                                                                                        itself is not designated
                                                                                        in the account title.)(4)
2.     Two or more             The actual owner of the      8.   Corporate account      The corporation
       individuals (joint      account or, if combined
       account)                funds, the first
                               individual on the
                               account(1)
3.     Custodian account of    The minor(2)                 9.   Association, club,     The organization
       a minor (Uniform Gift                                     religious,
       to Minors Act)                                            charitable,
                                                                 educational or other
                                                                 tax-exempt
                                                                 organization account
4.   (a) The usual revocable   The grantor-trustee(1)       10.  Partnership account    The partnership
         savings trust
         account (grantor is
         also trustee)
     (b) So-called trust       The actual owner(1)          11.  A broker or            The broker or nominee
         account that is not                                     registered nominee
         a legal or valid
         trust under state
         law
5.     Sole proprietorship     The owner(3)                 12.  Account with the       The public entity
       account                                                   Department of
                                                                 Agriculture in the
                                                                 name of a public
                                                                 entity (such as a
                                                                 state or local
                                                                 government, school
6.     Sole proprietorship     The owner(3)                      district, or prison)
                                                                 that receives
                                                                 agricultural program
                                                                 payments

(1)    List first and circle the name of the person whose number you furnish.
(2)    Circle the minor's name and furnish the minor's social security number.
(3)    Show the name of the individual.  You may also enter the business name.
(4)    List first and circle the name of the legal trust, estate, or pension trust.

Note:    If no name is circled when there is more than one name, the number will be considered to be that of the
         first name listed.
</table>

<page>
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:

     o    A corporation.

     o    An organization exempt from tax under section 501(a), or an individual
          retirement plan, or a custodial account under Section 403(b)(7).

     o    The United States or any agency or instrumentality thereof.

     o    A state, the District of Columbia, a possession of the United States,
          or any subdivision or instrumentality thereof. o A foreign government
          or any political subdivision, agency or instrumentality thereof.

     o    A foreign government or any political subdivision, agency or
          instrumentality thereof.

     o    An international organization or any agency or instrumentality
          thereof.

     o    A foreign central bank of issue.

     o    A registered dealer in securities or commodities registered in the
          U.S. or a possession of the U.S.

     o    A futures commission merchant registered with the Commodity Futures
          Trading Commission.

     o    A real estate investment.

     o    An entity registered at all times during the tax year under the
          Investment Company Act of 1940.

     o    A common trust fund operated by a bank under section 584(a).

     o    A financial institution.

     o    A middleman known in the investment community as a nominee or listed
          in the most recent publication of the American Society of Corporate
          Secretaries, Inc., Nominee List.

     o    A trust exempt from tax under section 664 as described in section
          4947.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

     o    Payments to nonresident aliens subject to withholding under section
          1441.

     o    Payments to partnerships not engaged in a trade or business in the
          U.S. and which have at least one nonresident partner.

     o    Payments of patronage dividends where the amount received is not paid
          in money.

     o    Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the
following:

     o    Payments of interest on obligations issued by individuals. Note: You
          may be subject to backup withholding if this interest is $600 or more
          and is paid in the course of the payor's trade or business and you
          have not provided your correct taxpayer identification number to the
          payor.

     o    Payments of tax-exempt interest (including exempt-interest dividends
          under section 852).

     o    Payments described in section 6049(b)(5) to nonresident aliens.

     o    Payments on tax-free covenant bonds under section 1451.

     o    Payments made by certain foreign organizations.

     o    Mortgage interest paid to you.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N.

Privacy Act Notice. - Section 6109 requires most recipients of dividend interest
or other payments to give taxpayer identification numbers to payors who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold 20% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payor. Certain penalties may also apply.

Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. - If you fail
to furnish your taxpayer identification number to a payor, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. - If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information.-Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>15
<FILENAME>ex99-2_deliverynotice.txt
<DESCRIPTION>EX. 99.2-NOTICE OF GUARANTEED DELIVERY
<TEXT>


                          Notice of Guaranteed Delivery
                                  For Tender of
                   7-3/8% Senior Subordinated Notes due 2014 in
              Exchange for 7-3/8% Senior Subordinated Notes due 2014
           which have been registered under the Securities Act of 1933
                                       of
                                TEREX CORPORATION

     This form must be used to accept the Exchange Offer of Terex Corporation
(the "Company") made pursuant to the Prospectus if certificates for the 7-3/8%
Senior Subordinated Notes due 2014 (the "Old Notes") of the Company are not
immediately available, or if the procedure for book-entry transfer cannot be
completed on a timely basis, or if the Old Notes, the Letter of Transmittal or
any other documents required thereby cannot be delivered to the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in
the Prospectus). Such form may be delivered by hand or transmitted by facsimile
transmission, overnight courier or mail to the Exchange Agent. Capitalized terms
used but not defined herein have the meaning given to them in the Prospectus.

                      To: HSBC Bank USA, The Exchange Agent

By Overnight and by Hand Delivery after
       4:30 p.m. on Expiration Date:          By Hand Delivery to 4:30 p.m.:

             HSBC Bank USA                            HSBC Bank USA
        Issuer Services Operations             Issuer Services Operations
             One Hanson Place                       One Hanson Place
               Lower Level                             Lower Level
        Brooklyn, New York 11243                 Brooklyn, New York 11243
        Attention: Paulette Shaw                 Attention: Paulette Shaw

    By Registered or Certified Mail:                 By Facsimile:

          HSBC Bank USA                              (718) 488-4488
      Issuer Services Operations          Attention: Issuer Services Operations
        One Hanson Place
          Lower Level                            Confirm by Telephone:
      Brooklyn, New York 11243
      Attention: Paulette Shaw                      (718) 488-4475


     Delivery of this instrument to an address, or transmission of instructions
via a facsimile, other than as set forth above, will not constitute a valid
delivery.

     This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal to be used to tender Old Notes is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the Letter
of Transmittal.

Ladies and Gentlemen:

     The undersigned hereby tenders to Terex Corporation, a Delaware corporation
(the "Company"), upon the terms and subject to the conditions set forth in the
Prospectus and the Letter of Transmittal (which together constitute the
"Exchange Offer"), receipt of which is hereby acknowledged, the aggregate
principal amount of ________________ Old Notes pursuant to the guaranteed
delivery procedures set forth in Instruction 1 of the Letter of Transmittal.


<PAGE>

            NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.


Certificate No(s). for Old Notes (if available)    Name(s) of Record Holder(s)

- ----------------------------------------------     ----------------------------
- ----------------------------------------------     ----------------------------
                                                   Please Print or Type
If Old Notes will be delivered by book-entry       Address
transfer to the Depository Trust Company,          ----------------------------
provide account number:                            ----------------------------
                                                   ----------------------------
Account Number:
               ------------------------------
                                                   Area Code and Tel. No.
                                                   ----------------------------
                                                   Signature(s)
                                                   ----------------------------
                                                   Dated:
                                                   ----------------------------

     This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Notes exactly as its (their) name(s) appear on certificates for
Old Notes or on a security position listing as the owner of Old Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.


                      Please print name(s) and address(es)

Name(s):       ---------------------------------------------------------------
               ---------------------------------------------------------------
Capacity:      ---------------------------------------------------------------
Address(es):   ---------------------------------------------------------------
               ---------------------------------------------------------------

     The undersigned acknowledges that it must deliver the Letter of Transmittal
and Old Notes tendered hereby to the Exchange Agent, or a book-entry
confirmation, within the time period set forth and that failure to do so could
result in financial loss to the undersigned.


<PAGE>


                                    GUARANTEE

                    (Not to be used for signature guarantee)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office or correspondent in the United States or an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (a)
represents that the above named person(s) "own(s)" the Old Notes tendered hereby
within the meaning of Rule 10b-4 under the Exchange Act, (b) represents that
such tender of Old Notes complies with Rule 10b-4 under the Exchange Act and (c)
guarantees that delivery to the Exchange Agent of certificates for the Old Notes
tendered hereby, in proper form for transfer, or a book-entry confirmation, with
delivery of a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof) with any required signature and any other
required documents, will be received by the Exchange Agent at one of its
addresses set forth above within three (3) New York Stock Exchange trading days
after the Expiration Date. The undersigned acknowledges that it must deliver the
Letter of Transmittal and Old Notes tendered hereby to the Exchange Agent within
the time period set forth and that failure to do so could result in financial
loss to the undersigned.



Name of Firm
- -------------------------------     -----------------------------------------
                                             Authorized Signature
Address                             Name:
- -------------------------------     -----------------------------------------
                                             Please Print or Type

- -------------------------------     Signature(s)
                      Zip Code      -----------------------------------------

Area Code and Tel. No.              Title:
- -------------------------------     -----------------------------------------

Dated:
- ------------------------------

NOTE: DO NOT SEND OLD NOTES WITH THIS FORM; OLD NOTES SHOULD BE SENT WITH YOUR
      LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE EXCHANGE AGENT
      WITHIN THREE (3) NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION
      DATE.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
