INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT

A.

Reference is made to the Credit Agreement dated as of July 14, 2006 (as amended by Amendment No. 1 thereto dated as of January 11, 2008 Amendment No. 2 thereto dated as of February 24, 2009, and Amendment No. 3 thereto dated as of May 27, 2009, and as further amended or otherwise modified and in effect from time to time, the " Credit Agreement "), among Terex, the subsidiaries of Terex party thereto, the Lenders party thereto, the Administrative Agent and CS as collateral agent (in such capacity, the " Collateral Agent ").

B.

Pursuant to Section 2.27 of the Credit Agreement, Terex has requested that each of the Incremental Lenders provide Terex with an Incremental Term Loan Commitment.

C.

Each Incremental Lender is willing to provide Terex with an Incremental Term Loan Commitment in the amount set forth on Annex I, on the terms and subject to the conditions set forth herein and in the Credit Agreement.

D.

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 hereby agree as follows:

1 .

DEFINED TERMS

2 .

TERMS AND CONDITIONS

Incremental Term Loan Commitment Amount:

The Dollar Equivalent of the amounts set forth on Annex I, determined as of the date of funding of the Incremental Term Loan Commitment by the Incremental Lenders; provided , however , that to the extent such aggregate Dollar Equivalent would exceed the then available Incremental Amount, each Dollar Equivalent amount shall be reduced proportionately such that the aggregate Dollar Equivalent shall be reduced to the then available Incremental Amount.

Incremental Term Loan Closing Date:

The full amount of the Incremental Term Loans to be made under this Agreement shall be made on the first date on which each of the conditions set forth in Section 3 is satisfied or such later date on which such conditions are satisfied as may be agreed upon by the Incremental Lenders and Terex, in each case with notice to the Administrative Agent (such date, the "Incremental Term Loan Closing Date").

Use of Proceeds:

As permitted under the Credit Agreement, including but not limited to for working capital and other general corporate purposes.

Incremental Term Loan Maturity Date:

The Term Loan Maturity Date.

Incremental Term Loan Repayment Dates and Amounts:

As set forth in Annex II hereto.

Applicable Percentage:

3.75% per annum, in the case of any Eurocurrency Incremental Term Loan.

2.75% per annum, in the case of any ABR Incremental Term Loan.

Type

No Borrowing Request delivered in connection with this Agreement shall be effective unless such Borrowing Request specifies “Eurocurrency Borrowing” as the “Type of Borrowing.” Notwithstanding any right of the Borrower under Section 2.10 of the Credit Agreement to convert any Eurocurrency Borrowing denominated in dollars into an ABR Borrowing, no such right shall be applicable with respect to any Borrowing under this Agreement and the Borrower shall not deliver any notice to the Administrative Agent seeking to exercise any such right.

General:

The Incremental Term Loans described above shall be Eurocurrency Term Loans and shall constitute "Incremental Term Loans" and “Other Term Loans” for all purposes of the Credit Agreement and the other Loan Documents, and each of the Incremental Lenders shall be a Lender with respect to such Incremental Term Loans for all purposes of the Credit Agreement and the other Loan Documents.

Each Incremental Lender hereby acknowledges that the Credit Agreement has been amended as of May 27, 2009, to, among other things, require Terex to make an optional prepayment of a portion of the Term Loans outstanding as of May 27, 2009 (the “Required Prepayment”). Notwithstanding anything to the contrary set forth herein or in the Credit Agreement, the Incremental Lender agrees that the Required Prepayment shall not be applied to any of the Incremental Term Loans hereunder.

3 .

CONDITIONS PRECEDENT.

(a)

On the Incremental Term Loan Closing Date, each of the conditions set forth in paragraphs (b) and (c)