AMENDMENT NO. 3 dated as of May 27, 2009 (this " Amendment "), to the CREDIT AGREEMENT dated as of July 14, 2006, as amended by AMENDMENT NO. 1 dated as of January 11, 2008 and AMENDMENT NO. 2 dated as of February 24, 2009 (as so amended, the " Credit Agreement "), among TEREX CORPORATION, a Delawar

AMENDMENT NO. 3 dated as of May 27, 2009 (this “ Amendment ”), to the CREDIT AGREEMENT dated as of July 14, 2006, as amended by AMENDMENT NO. 1 dated as of January 11, 2008 and AMENDMENT NO. 2 dated as of February 24, 2009 (as so amended, 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 “ U.K. Borrower ”), TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY, a company organized under the laws of the Republic of Ireland (the “ European Borrower ”), TEREX MINING AUSTRALIA PTY LTD, a company organized under the laws of Australia and registered in New South Wales, Australia (the “ Australian 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 U.K. Borrower, the European Borrower, and the Australian 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, 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. The Borrowers have requested that certain provisions of the Credit Agreement be amended as provided herein.

C. The Required Lenders, on the terms and subject to the conditions set forth herein, are willing so to amend the Credit Agreement.

D. 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. Reduction of Revolving Credit Commitments. In accordance with Section 2.09(b) of the Credit Agreement, Terex hereby notifies the Administrative Agent that on the Amendment Effective Date (as defined in Section 6 hereof), the aggregate amount of the Domestic Revolving Credit Commitments shall be reduced by $150,000,000 (the “ Commitment Reduction ”); provided that if, immediately after giving effect to such reduction, the Aggregate Domestic Revolving Credit Exposure would exceed the Total Domestic Revolving Credit Commitment, then prior to or substantially

simultaneously with such reduction Terex shall prepay Domestic Revolving Loans or Swingline Loans, as applicable, to the extent necessary to eliminate such excess, together with accrued and unpaid interest on the amounts so prepaid to but excluding the prepayment date. The Lenders hereby waive the requirements in Section 2.09(b) of the Credit Agreement that Terex give three Business Days’ notice to the Administrative Agent to effect such reduction.

SECTION 2. Agreement to Prepay Term Loans. On the Amendment Effective Date, without the need for any further notice, Terex shall make an optional prepayment pursuant to Section 2.12 of the Credit Agreement (the “ Optional Prepayment ”) of 30% of the aggregate principal amount of the Term Loans outstanding on May 27, 2009 (the “ Record Date ”), together with accrued and unpaid interest on the amount so prepaid to but excluding the prepayment date. The Lenders hereby agree that the Optional Prepayment shall not be applied to prepay any Incremental Term Loan made after the Record Date and hereby waive any contrary requirement in Section 2.12(b) of the Credit Agreement. The Lenders hereby waive the requirement in Section 2.12(a) of the Credit Agreement that the Borrower give three Business Days’ notice to the Administrative Agent to effect the Optional Prepayment. The Lenders and Terex acknowledge that the proceeds of certain capital markets transactions (the “ Capital Market Transactions ”) will be used to fund the Optional Prepayment, and should such capital markets transactions fail to occur, the Optional Prepayment will not be made, and this Amendment shall not be effective.

SECTION 3. Amendments to the Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein:

“ Fantuzzi Acquisition ” shall mean the proposed acquisition by Terex of the port equipment businesses of Fantuzzi Industries S.a.r.l. and Noell Crane for total consideration of an amount not to exceed €200,000,000.

“ Liquidity ” shall mean, on any date, the sum of (i) the cash held by Terex and the Restricted Subsidiaries on such date and (ii) the aggregate amount available to be drawn under the Revolving Credit Commitments on such date.

“ Reaffirmation and Security Agreement ” shall mean the Reaffirmation and Security Agreement, substantially in the form of Exhibit A to Amendment No. 3 dated as of May 27, 2009 to this Agreement.

“ Senior Secured Leverage Ratio ” shall mean, on any date, the ratio of (a) Total Debt that is secured by Liens incurred under Section 6.02(b), (k) or (o) (or Section 6.02(l) if in respect of the foregoing) on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date; provided that

to the extent any Permitted Acquisition or Significant Asset Sale has occurred during the most recent period of four consecutive fiscal quarters, Consolidated EBITDA shall be determined for such period of four consecutive fiscal quarters on a pro forma basis for such occurrences in accordance with Section 1.05.

(b) The definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Applicable Percentage ” shall mean, for any day (a) with respect to any Term Loan, (i) 3.75% per annum, in the case of a Eurocurrency Term Loan, or (ii) 2.75% per annum, in the case of an ABR Term Loan, (b) with respect to any A/C Fronted Fixed Rate Loan or A/C Fronted Base Rate Loan, the applicable percentage set forth below under the caption “Eurocurrency Spread—Revolving Loans” or “ABR Spread—Revolving Loans”, respectively, based upon the Consolidated Leverage Ratio as of the relevant date of determination, and (c) with respect to any Eurocurrency Revolving Loan or ABR Revolving Loan or with respect to the Facility Fees, as the case may be, the applicable percentage set forth below under the caption “Eurocurrency Spread—Revolving Loans”, “ABR Spread—Revolving Loans” or “Facility Fee Percentage”, as the case may be, based upon the Consolidated Leverage Ratio as of the relevant date of determination:

Each change in the Applicable Percentage resulting from a change in the Consolidated Leverage Ratio shall be effective with respect to all Loans, Commitments and Letters of Credit on the date of delivery to the Administrative Agent of the financial statements and certificate required by Section 5.04(a) or (b) and Section 5.04(c), respectively, based upon the Consolidated Leverage Ratio as of the end of the most recent fiscal quarter included in such financial statements so delivered, and shall remain in effect until the date immediately preceding the next date of delivery of such financial statements and certificate indicating another such change. Notwithstanding the foregoing, at any time

after the occurrence and during the continuance of an Event of Default, the Consolidated Leverage Ratio shall be deemed to be in Category 1 for purposes of determining the Applicable Percentage.

(c) The definition of the term “Consolidated Net Income” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) inserting immediately before the word “Subsidiaries” in the second line thereof the word “Restricted” and (ii) inserting the words “(or loss)” immediately after the word “income” in clause (a) thereof.

(d) The definition of the term “Consolidated Fixed Charge Coverage Ratio” set forth in Section 1.01 of the Credit Agreement is hereby deleted.

(e) The definition of the term “Permitted Acquisitions” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Permitted Acquisitions ” shall mean (a) acquisitions (in a single transaction or a series of related transactions) of not less than 51% of the outstanding Equity Interests of any corporation, partnership, a division of any corporation or any similar business unit (or of all or substantially all the assets and business of any of the foregoing) engaged in a Related Business, (b) acquisitions (in a single transaction or a series of related transactions) of not less than 51% of the outstanding Equity Interests of any corporation, partnership, a division of any corporation or any similar business unit (or of all or substantially all the assets and business of any of the foregoing) engaged in a Related Business for an aggregate amount of consideration not to exceed (x) during the 12-month period ending June 30, 2010, $200,000,000 and (y) during the 12-month period ending June 30, 2011, $200,000,000 and (c) the Fantuzzi Acquisition so long as (i) in the case of clause (a), (b) and (c) above, Terex shall have delivered to the Admini