TEREX CORP
TEREX BANK WAIVER AMENDMENT NO. 2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10-1.txt
<DESCRIPTION>TEREX BANK WAIVER AMENDMENT NO. 2
<TEXT>
                                                                EXECUTION COPY


               AMENDMENT  NO. 2,  WAIVER and  AGREEMENT  dated as of October 15,
          2005 (this  "Waiver"),  to the AMENDED AND RESTATED  CREDIT  AGREEMENT
          dated as of July 3, 2002,  as amended by Amendment No. 1 and Agreement
          dated as of November 25, 2003 (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  "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"), TEREX CRANES FRANCE S.A.S., a company organized under
          the laws of the Republic of France formerly named P.P.M.  S.A.S.  (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  (formerly  known as Credit Suisse First
          Boston),   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. Terex has informed the Administrative  Agent that it will not furnish to
the  Administrative  Agent, in compliance with Sections 5.04(a),  (b) and (c) of
the Credit Agreement,  the consolidated and consolidating  financial  statements
with respect to the year ended  December  31, 2004 and the quarters  ended March
31,  2005,  June 30,  2005 and  September  30,  2005,  accompanied  by the audit
opinion,  accountants'  certificate and officer's  certificate  required by such
Sections  (collectively,  the "Financial  Statements and Certificates"),  at the
times required by such Sections.

     C.  Terex has also  informed  the  Administrative  Agent that it intends to
restate  (the  "Restated   Financial   Statements")   its   historical   audited

<PAGE>

                                                                               2


consolidated  financial  statements for the years ended December 31, 2000, 2001,
2002 and 2003 (the "Affected Financial Statements").

     D. In connection with the foregoing,  the Borrowers have requested that the
Requisite  Lenders (as defined  below)  waive,  through  February 15, 2006,  (i)
compliance by the Borrowers  with  Sections  5.04(a),  (b) and (c) of the Credit
Agreement  and (ii) any Defaults or Events of Default that may arise solely as a
result of (x) the  failure to deliver or file in a timely  manner the  Financial
Statements and Certificates or (y) the failure of any representation or warranty
contained  in the  Credit  Agreement  and  relating  to the  Affected  Financial
Statements to be correct when made or deemed made.

     E. The Borrowers have also  requested  that the Requisite  Lenders agree to
amend the Credit Agreement as set forth herein.

     F. The Requisite Lenders are willing to grant such waivers, and to agree to
such  amendment,  in each case on the terms and  subject to the  conditions  set
forth herein.

     G.  Capitalized  terms used but not defined  herein shall have the meanings
assigned to them in the Credit Agreement.

     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.  Waivers.  (a)  Subject to Section 2 below,  pursuant to Section
9.08(b) of the Credit  Agreement,  the Requisite  Lenders hereby waive,  through
February 15, 2006, (i) compliance by the Borrowers  with Sections  5.04(a),  (b)
and (c) of the Credit  Agreement  and (ii) any Default or Event of Default  that
may arise  under the Credit  Agreement  solely as a result of (x) the failure of
Terex to deliver or file the Financial  Statements and  Certificates  (including
any Default  arising under  Article  VII(f) of the Credit  Agreement  unless and
until the holders of any  Indebtedness  referred to in such Article VII(f) shall
take any  action to cause  such  Indebtedness  to become due prior to its stated
maturity) or (y) the failure of any  representation or warranty contained in the
Credit Agreement and relating to the Affected Financial Statements to be correct
when made or deemed made.

     (b) In no way shall the waiver set forth in Section  1(a)  hereof be deemed
to be a  waiver  of  any  matter  disclosed  in  the  Financial  Statements  and
Certificates or the Restated Financial Statements upon delivery.

     SECTION 2. Waiver Termination. The waivers set forth in Section 1(a) hereof
shall remain in effect through and including February 15, 2006, after which time
such waivers shall  automatically  terminate and be of no further force, and all
rights and remedies with respect to the matters set forth in Section 1(a) hereof
of the  Administrative  Agent,  the  Collateral  Agent and the Lenders under the

<PAGE>

                                                                               3


Credit  Agreement and any other Loan Document shall,  without any further action
by any  person,  automatically  be  reinstated  as if the  waivers  set forth in
Section 1(a) hereof had not become effective.

     SECTION 3.  Representations  and  Warranties.  To induce the other  parties
hereto to enter into this Waiver, 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 Waiver 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).

     (b) After giving effect to this Waiver, 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 Waiver,  no Default or Event of Default has
occurred and is continuing.

     SECTION 4. Effectiveness. This Waiver shall become effective as of the date
first set forth above on the date that the  following  conditions  are satisfied
(the "Waiver Effective Date"):

     (a) The  Administrative  Agent  shall have  received  counterparts  of this
Waiver that, when taken together, bear the signatures of (i) the Borrowers, (ii)
the Required  Lenders and (iii)  Revolving  Credit Lenders holding a majority of
the aggregate Revolving Credit Commitments (the "Requisite Lenders").

     (b) The Lenders  shall have  received  the Waiver Fee  payable  pursuant to
Section 7 of this Waiver.

     (c) The Administrative Agent shall have received the following:

          (i)  unaudited,   draft   consolidated   balance  sheets  and  related
     statements   of  income  and  cash  flows   ("Draft   Unaudited   Financial
     Statements")  showing the financial condition of Terex and its consolidated
     Subsidiaries as of and for (x) the fiscal year ended December 31, 2004, and
     (y) the fiscal quarters (and the  then-elapsed  portion of the fiscal year)
     ended March 31, 2005 and June 30, 2005; and

          (ii) a  certificate  of a Financial  Officer,  based on the  financial
     information derived from the Draft Unaudited Financial Statements delivered
     pursuant  to clause (i) above  (which  certificate  may note that the Draft
     Unaudited Financial Statements are not complete and are subject to change),

<PAGE>

                                                                               4


     setting forth reasonably  detailed  calculations  demonstrating  compliance
     with Sections  6.10,  6.11,  6.12,  6.13 and 6.14 of the Credit  Agreement,
     including but not limited to a detailed  schedule of the calculation of Pro
     Forma Acquisition EBITDA and Total Debt for the periods and as of the dates
     referred to in clause (i) above, in a form  reasonably  satisfactory to the
     Administrative  Agent (any such  certificate  that is given with respect to
     Draft  Unaudited  Financial  Statements  being  referred  to  herein  as an
     "Interim Compliance Certificate").

          (d) If and to the extent an Interim Compliance  Certificate shows that
     the Consolidated  Leverage Ratio as of the end of any period covered by the
     Draft  Financial  Statements  would have been in a lower category  (i.e., a
     higher  Consolidated  Leverage  Ratio)  for  purposes  of  determining  the
     Applicable  Percentages  than the category  actually used for such purpose,
     the  Administrative  Agent  shall have  received  from the  Borrowers  such
     additional  interest and Facilities  Fees (in each case,  without  interest
     thereon) as would have  accrued on the  outstanding  Revolving  Loans,  A/C
     Fronted Loans,  Swingline  Loans and Revolving  Credit  Commitments had the
     calculation thereof been made using the Applicable Percentage corresponding
     to the correct  category.  The  Administrative  Agent shall  calculate  the
     amount  of  such  additional   interest  and  Facility  Fees,  if  any,  in
     consultation  with Terex, and such calculation  shall be conclusive  absent
     manifest error.

          SECTION 5. Amendments to the Credit Agreement. (a) Section 1.01 of the
     Credit  Agreement  is hereby  amended by  inserting  the  following  in the
     appropriate alphabetical order therein:

          "Amendment  No. 2" shall mean  Amendment  No. 2, Waiver and  Agreement
     dated as of October 15, 2005, to this Agreement."

          (b) Section  6.09(b) of the Credit  Agreement is hereby amended by (i)
     inserting  after the words "Section  6.06(a)(ii)" in clause (ii)(z) thereof
     the words "and Section 6.09" and (ii)  inserting  after the words  "Section
     5.04(a) or (b)" in clause (ii)(z) thereof the words "or Amendment No. 2".

          (c) Section 6.09 of the Credit  Agreement is hereby further amended by
     adding at the end thereof the following:

          "(d) In addition to amounts  allowed under  Sections  6.09(b) and (c),
     Terex may  expend  up to  $235,000,000  to  repurchase,  redeem,  prepay or
     otherwise acquire for value other Indebtedness;  provided, however, that at
     the time thereof and after giving effect  thereto,  (i) no Default or Event
     of Default shall have  occurred and be  continuing  and (ii) on a pro forma
     basis and after giving  effect to such payment and all other  payments made
     pursuant to this paragraph (d), Section 6.09(b)(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)
     or Amendment  No. 2, as  applicable,  as if such  payments 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 2.85 to 1.00."

<PAGE>

                                                                               5


          SECTION 6.  Agreements.  (a) Unless on or prior to November  15, 2005,
     Terex shall have complied with the requirements of Sections 5.04(b) and (c)
     of the Credit  Agreement with respect to the fiscal quarter ended September
     30, 2005, then on or prior to November 15, 2005, Terex shall deliver to the
     Administrative  Agent Draft Unaudited  Financial  Statements and an Interim
     Compliance Certificate with respect to such fiscal quarter.

          (b) The parties hereto acknowledge that the Draft Unaudited  Financial
     Statements and the Interim Compliance Certificates contemplated by Sections
     4(c) and 6(a) of this  Waiver are not  complete,  are subject to change and
     may contain material  non-public  information with respect to Terex and its
     securities for purposes of U.S. Federal  securities laws and,  accordingly,
     such  information may not be made available to Lenders who do not desire to
     receive such information. The Lenders acknowledge that all such information
     is  confidential  "Information",  as such  term is  used  in  Section  9.17
     (Confidentiality) of the Credit Agreement.

          (c) The Borrowers agree that, from and including the Waiver  Effective
     Date to but excluding the Financial Statement Cure Date (as defined below),
     each of (i) the Applicable  Percentage in respect of outstanding Term Loans
     and (ii) the Facility Fee shall be  increased by 20 basis  points.  As used
     herein,  the term  "Financial  Statement Cure Date" means the first date on
     which (i) Terex  shall  have  complied  with  Section  5.04(a)  or (b),  as
     applicable,  and  Section  5.04(c),  with  respect to the fiscal year ended
     December 31, 2004, and the fiscal  quarters ended March 31, 2005,  June 30,
     2005 and September 30, 2005, and (ii) no Default shall have occurred and be
     continuing.

          SECTION  7.  Waiver  Fee.  Terex  agrees  to pay to each  Lender  that
     executes and delivers to the  Administrative  Agent (or its counsel) a copy
     of this Waiver at or prior to 5:00 p.m., New York City time, on October 14,
     2005, a waiver fee (the  "Waiver  Fee") in an amount equal to 0.025% of the
     sum of such Lender's  Revolving Credit  Commitment and the principal amount
     of  such  Lender's  outstanding  Term  Loans,  in each  case on the  Waiver
     Effective  Date.  The Waiver Fee shall be payable  upon and  subject to the
     effectiveness  of this Waiver in  accordance  with  Section 4 hereof.  Once
     paid, the Waiver Fee shall not be refundable under any circumstances.

          SECTION 8. Effect of Waiver.  Except as  expressly  set forth  herein,
     this Waiver 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 reference to the Credit Agreement
     shall mean the Credit  Agreement  as modified  hereby.  This  Waiver  shall

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                                                                               6


     constitute a "Loan  Document" for all purposes of the Credit  Agreement and
     the other Loan Documents.

          SECTION 9.  Applicable  Law.  THIS WAIVER  SHALL BE  GOVERNED  BY, AND
     CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          SECTION 10. Counterparts.  This Waiver 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 Waiver by facsimile  transmission  shall be effective as delivery of a
     manually signed counterpart of this Waiver.

          SECTION 11. 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 12. Headings.  The headings of this Waiver are for purposes of
     reference only and shall not limit or otherwise affect the meaning hereof.

          SECTION 13. Subsidiary  Guarantors.  Each of the Subsidiary Guarantors
     hereby acknowledge receipt of and consents to the terms of this Waiver.

                  [Remainder of page intentionally left blank]



<PAGE>

                                                                               7


     IN WITNESS  WHEREOF,  the parties hereto have caused this Waiver 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:


                                 TEREX CRANES FRANCE S.A.S.,
                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:

<PAGE>

                                                                               8


                                 TEREX MINING AUSTRALIA PTY LTD,
                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:


                                 TEREX GERMANY GMBH & CO. KG,
                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:


                                 TEREX ITALIA S.R.L.,
                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:


                                 EACH SUBSIDIARY GUARANTOR LISTED
                                 ON SCHEDULE I HERETO,
                                    By
                                      ------------------------------------------

                                       Name:
                                       Authorized Signatory:


                                 CREDIT SUISSE, CAYMAN
                                 ISLANDS BRANCH (formerly
                                 known as Credit Suisse First
                                 Boston), individually and as
                                 Administrative Agent and as
                                 Collateral Agent,
                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:

                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:



<PAGE>

                                                                               9



                                 SIGNATURE  PAGE TO  AMENDMENT  NO. 2,  WAIVER
                                 AND  AGREEMENT DATED AS OF  OCTOBER  15,  2005,
                                 TO THE  TEREX  CORPORATION AMENDED AND RESTATED
                                 CREDIT  AGREEMENT  DATED AS OF JULY 3, 2002,
                                 AS AMENDED


                                 Name of Lender:

                                    --------------------------------------------

                                    By
                                      ------------------------------------------
                                       Name:
                                       Title:




<PAGE>
                                                                     SCHEDULE I

                              Subsidiary Guarantors
                              ---------------------

            --------------------------------------------- ----------------------
            The American Crane Corporation
            --------------------------------------------- ----------------------
            Amida Industries, Inc.
            --------------------------------------------- ----------------------
            BL-Pegson USA, Inc.
            --------------------------------------------- ----------------------
            Benford America, Inc.
            --------------------------------------------- ----------------------
            CMI Dakota Company
            --------------------------------------------- ----------------------
            CMI Terex Corporation
            --------------------------------------------- ----------------------
            Cedarapids, 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 National, Inc.
            --------------------------------------------- ----------------------
            Koehring Cranes, Inc.
            --------------------------------------------- ----------------------
            O & K Orenstein & Koppel, Inc.
            --------------------------------------------- ----------------------
            PPM Cranes, Inc.
            --------------------------------------------- ----------------------
            Payhauler Corp.
            --------------------------------------------- ----------------------
            Powerscreen Holdings USA Inc.
            --------------------------------------------- ----------------------
            Powerscreen International LLC
            --------------------------------------------- ----------------------
            Powerscreen North America, Inc.
            --------------------------------------------- ----------------------
            Powerscreen USA, LLC
            --------------------------------------------- ----------------------
            Royer Industries, Inc.
            --------------------------------------------- ----------------------
            Schaeff Incorporated
            --------------------------------------------- ----------------------
            Spinnaker Insurance Company
            --------------------------------------------- ----------------------
            Standard Havens Products, Inc.
            --------------------------------------------- ----------------------
            Standard Havens, 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>
