TEREX CORP
AMENDED AND RESTATED CREDIT AGREEMENT 3/29/01
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-11.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT 3/29/01
<TEXT>



                                                                  EXECUTION COPY





                         AMENDMENT  AGREEMENT  dated as of March 29,  2001 (this
                    "Agreement"),    among   TEREX   CORPORATION,   a   Delaware
                    corporation ("Terex"), certain foreign subsidiaries of Terex
                    (the  "Subsidiary  Borrowers" and,  together with Terex, the
                    "Borrowers"),  the  LENDERS  listed on the  signature  pages
                    hereof,  and CREDIT  SUISSE FIRST BOSTON,  a bank  organized
                    under the laws of  Switzerland,  acting through its New York
                    branch ("CSFB"),  as administrative agent (in such capacity,
                    the  "Administrative  Agent") and collateral  agent (in such
                    capacity, the "Collateral Agent") for the Lenders.


     A. Reference is made to (i) the Credit Agreement dated as of March 6, 1998,
as amended prior to the date hereof (the "Original Credit Agreement"), among the
Borrowers,  the lenders party  thereto (the  "Lenders")  and the  Administrative
Agent and the Collateral Agent, and (ii) the Tranche C Credit Agreement dated as
of July 2, 1999,  as amended prior to the date hereof (the  "Original  Tranche C
Credit  Agreement"  and,  together  with  the  Original  Credit  Agreement,  the
"Existing  Credit  Agreements"),  among Terex,  the lenders  party  thereto (the
"Tranche C Lenders") and CSFB, as administrative  agent and collateral agent for
the Tranche C Lenders.

     B. Terex has  informed  the  Administrative  Agent that it intends to issue
$300,000,000  aggregate  principal amount of new senior  subordinated notes (the
"New  Subordinated  Notes")  and to use the Net Cash  Proceeds  from  the  first
$200,000,000  of such notes to (i)  prepay in full the  Tranche A Term Loans (as
defined in the Original Credit  Agreement) and (ii) to apply the balance of such
amount pro rata to prepay the  Tranche B Term Loans and the Tranche C Term Loans
(as defined in the Original Credit  Agreement and the Original  Tranche C Credit
Agreement, as applicable).

     C. The  Borrowers  have  requested  that the Original  Credit  Agreement be
amended and  restated in the form of the Amended and Restated  Credit  Agreement
set forth as Exhibit A hereto (the "Restated Credit Agreement").

     D. The  Required  Lenders  (as  defined  in and under the  Original  Credit
Agreement) are willing so to amend and restate the Original Credit  Agreement on
the terms and subject to the conditions set forth or referred to herein.

     E. 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:

     SECTION 1. Defined  Terms.  Capitalized  terms used and not defined  herein
shall have the meanings assigned to such terms in the Restated Credit Agreement.
<PAGE>

     SECTION 2. Amendment and Restatement of the Original Credit Agreement.  (a)
The Borrowers, the Required Lenders, the Administrative Agent and the Collateral
Agent agree that the  Original  Credit  Agreement  (including  all  Exhibits and
Schedules  thereto)  is  hereby  amended  and  restated,  effective  as  of  the
Restatement  Closing  Date (as defined  below),  to read in its  entirety as set
forth in Exhibit A hereto. As used in the Restated Credit  Agreement,  the terms
"Agreement", "this Agreement", "herein",  "hereinafter",  "hereto", "hereof" and
words of similar import shall, unless the context otherwise  requires,  mean the
Original Credit Agreement as amended and restated by this Agreement.

     (b) On the  Restatement  Closing  Date,  upon  the  effectiveness  of  this
Agreement,  each Loan and each Letter of Credit (in each case, as defined in and
outstanding under the Original Credit Agreement) shall be deemed to be a Loan or
Letter of Credit, as applicable, under the Restated Credit Agreement.

     SECTION 3.  Representations  and Warranties.  The Borrowers  hereby make to
each of the other parties  hereto,  on and as of the  Restatement  Closing Date,
each of the  representations  and  warranties  contained  in Article  III of the
Restated Credit Agreement,  and each of such  representations  and warranties is
hereby incorporated by reference herein.

     SECTION 4. Fees. On the Restatement Closing Date, upon the effectiveness of
this Agreement,  the Borrowers agree to pay a fee (the "Amendment  Fee") to each
Lender that executes and delivers to the Administrative Agent (or its counsel) a
signature  page to this Agreement on or prior to the  Restatement  Closing Date,
through the  Administrative  Agent, in an amount equal to 0.25% of the aggregate
amount of the sum of (a) the outstanding Tranche B Term Loans (as defined in the
Original Credit Agreement) and (b) the outstanding  Revolving Credit Commitments
(as defined in the Original Credit  Agreement),  whether used or unused, of such
Lender,  in  each  case  (i)  immediately  prior  to the  effectiveness  of this
Agreement but (ii) after giving effect to the prepayments referred to in Section
5(g) below.  The Amendment Fee shall be payable on the Restatement  Closing Date
in  immediately  available  funds.  Once paid,  the  Amendment  Fee shall not be
refundable under any circumstances.

     SECTION 5. Conditions to Effectiveness. The effectiveness of this Agreement
and the amendment and  restatement  of the Original  Credit  Agreement  shall be
subject to the satisfaction on a single date (the "Restatement Closing Date") on
or prior to March 31, 2001, of the following conditions precedent:

     (a) The Administrative Agent shall have received,  on behalf of itself, the
Lenders  and the  Issuing  Banks,  a  favorable  written  opinion of Eric Cohen,
General Counsel of Terex, and counsel for the other Borrowers,  substantially to
the effect set forth in Exhibit L of the Restated  Credit  Agreement,  (i) dated
the  Restatement  Closing  Date,  (ii)  addressed  to  the  Issuing  Banks,  the
Administrative  Agent and the Lenders,  and (iii)  covering  such other  matters
relating to this  Agreement and the Loan Documents as the  Administrative  Agent
shall  reasonably  request,  and each Borrower  hereby  requests such counsel to
deliver such opinion.
<PAGE>

     (b) All legal  matters  incident to this  Agreement,  the  Restated  Credit
Agreement and the other Loan Documents  shall be reasonably  satisfactory to the
Required Lenders, to the Issuing Banks and to the Administrative Agent.

     (c)  The  Administrative  Agent  shall  have  received  (i) a  copy  of the
certificate  or articles of  incorporation  or other  organizational  documents,
including all amendments thereto,  of each Loan Party,  certified as of a recent
date by the Secretary of State or other  Governmental  Authority of the state or
other jurisdiction of its organization,  if Terex or a Domestic  Subsidiary,  or
certified by an appropriate  officer of such entity if a Foreign Subsidiary Loan
Party,  and a  certificate  as to the good  standing  of each Loan Party as of a
recent date, from such Secretary of State or other Governmental  Authority (with
respect to Terex or any Domestic Subsidiary Loan Parties); (ii) a certificate of
the  Secretary or Assistant  Secretary of each Loan Party dated the  Restatement
Closing Date and  certifying  (A) that  attached  thereto is a true and complete
copy of the By-laws or other  organizational  documents of such Loan Party as in
effect on the  Restatement  Closing  Date and at all times since a date prior to
the date of the  resolutions  described in clause (B) below,  (B) that  attached
thereto is a true and complete copy of resolutions  duly adopted by the Board of
Directors  or  other  appropriate  party  of such  Loan  Party  authorizing  the
execution,  delivery and  performance of the Loan Documents to which such person
is a party and, in the case of each  Borrower,  the borrowings  thereunder,  and
that such  resolutions  have not been modified,  rescinded or amended and are in
full force and effect,  (C) that the certificate or articles of incorporation or
other  organizational  documents of such Loan Party have not been amended  since
the date of the last amendment thereto shown on the certificate of good standing
furnished  pursuant  to  clause  (i)  above  (or since the date set forth on the
officer's  certificate  referred to above,  in the case of a Foreign  Subsidiary
Loan Party),  (D) as to the  incumbency  and specimen  signature of each officer
executing  any Loan  Document  or any other  document  delivered  in  connection
herewith on behalf of such Loan Party, and (E) as to the incumbency and specimen
signature of the Secretary or Assistant  Secretary  executing such  certificate;
and  (iv)  such  other  documents  as the  Lenders,  the  Issuing  Banks  or the
Administrative Agent may reasonably request.

     (d) The Administrative  Agent shall have received a certificate,  dated the
Restatement Closing Date and signed by a Financial Officer of Terex,  confirming
that (i) the  representations  and  warranties  set forth in Article  III of the
Restated Credit  Agreement are true and correct in all material  respects on and
as of the  Restatement  Closing Date, (ii) each Loan Party is in compliance with
the terms and  provisions set forth in each Loan Document to which it is a party
and (iii) no Default or Event of Default has occurred and is continuing.

     (e) The Administrative  Agent shall have received the Amendment Fee and all
other  amounts due and payable by the  Borrowers on or prior to the  Restatement
Closing Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket  expenses  required to be reimbursed or paid by any Borrower under
the Restated Credit Agreement or under any other Loan Document.

     (f) Each of the Loan Documents  (other than the Restated Credit  Agreement)
shall be in full force and effect.
<PAGE>

     (g) Terex  shall  have  issued  the New  Subordinated  Notes and shall have
applied the Net Cash Proceeds substantially  concurrent therewith from the first
$200,000,000 thereof to the prepayment of the Term Loans and the Loans under and
as defined in the Original  Credit  Agreement and the Original  Tranche C Credit
Agreement,  respectively.  The  application  of such  Net Cash  Proceeds  to the
outstanding Term Loans and Loans shall be as set forth on Schedule 1 hereto, and
the Required Lenders hereby consent to such application.

     SECTION 6.  Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 7. No Novation. Neither this Agreement nor the effectiveness of the
Restated Credit  Agreement  shall  extinguish the obligations for the payment of
money  outstanding  under the Original Credit  Agreement or discharge or release
the Lien or priority of any  security  agreement,  any pledge  agreement  or any
other  security  therefor.  Nothing  herein  contained  shall be  construed as a
substitution  or  novation of the  Obligations  outstanding  under the  Original
Credit  Agreement or instruments  securing the same,  which shall remain in full
force  and  effect,  except  as  modified  hereby  or  by  instruments  executed
concurrently  herewith.  Nothing  expressed  or implied in this  Agreement,  the
Restated Credit Agreement or any other document  contemplated  hereby or thereby
shall be construed as a release or other  discharge of the  Borrowers  under the
Original  Credit  Agreement  or the  Borrowers or any other Loan Party under any
Loan  Document (as defined in the  Original  Credit  Agreement)  from any of its
obligations and liabilities  thereunder.  Each of the Original Credit  Agreement
and the other Loan  Documents  shall remain in full force and effect,  until and
except as  modified  hereby or in  connection  herewith.  This  Agreement  shall
constitute a Loan Document for all purposes of the Original Credit Agreement and
the Restated Credit Agreement.

     SECTION 8. Notices. All notices hereunder shall be given in accordance with
the provisions of Section 9.01 of the Restated Credit Agreement.

     SECTION 9.  Counterparts.  This  Agreement  may be  executed in one or more
counterparts,  each of  which  when  taken  together  shall  constitute  but one
contract, and shall become effective as provided in Section 11 hereof.  Delivery
of an executed signature page to this Agreement by facsimile  transmission shall
be as effective as delivery of a manually signed counterpart hereof.

     SECTION 10. Headings. The headings of this Agreement are for convenience of
reference  only,  are not part of this  Agreement  and are not to be taken  into
consideration in interpreting this Agreement.

     SECTION 11 Effectiveness. This Agreement shall become effective on the date
that the  Administrative  Agent shall have received  counterparts  hereof which,
when taken  together,  bear the  signatures  of each  Borrower  and the Required
Lenders.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

                                 TEREX CORPORATION,

                           by

                                      Name:
                                      Title:


                                 TEREX EQUIPMENT LIMITED,

                           by

                                      Name:
                                      Title:


                                 P.P.M. S.A.S.,

                           by

                                      Name:
                                      Title:


                                 TEREX MINING AUSTRALIA PTY LTD,

                           by

                                      Name:
                                      Title:


                                 TEREX ITALIA S.R.L.,

                           by

                                      Name:
                                      Title:
<PAGE>


                                 PICADILLY MASCHINENHANDEL GMBH & CO. KG,

                           by

                                      Name:
                                      Title:


                                 TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY,

                           by

                                      Name:
                                      Title:


                                 POWERSCREEN INTERNATIONAL PLC,

                           by

                                      Name:
                                      Title:


                                 'CREDIT SUISSE FIRST BOSTON,
                                 as Administrative Agent, as Collateral Agent,
                                 and as an Issuing Bank

                           by

                                      Name:
                                      Title:


                           by

                                      Name:
                                      Title:



<PAGE>




                                                          SIGNATURE PAGE TO THE
                                                      AMENDMENT AGREEMENT DATED
                                                   AS OF MARCH 29, 2001, TO THE
                                                   CREDIT AGREEMENT DATED AS OF
                                                     MARCH 6, 1998, AS AMENDED,
                                                       OF TEREX CORPORATOIN AND
                                                   VARIOUS SUBSIDIARY BORROWERS

NAME OF INSTITUTION:


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


by

   Name:
   Title:



<PAGE>


                                                                      Schedule 1





(Dollars in millions)
--------------------------------------------------------------------------------

  Term Loans    Outstanding Prior     Net Cash Proceeds     Outstanding
  ----------      to Prepayment        Applied Toward    After Prepayment
                  -------------          Prepayment      ----------------
                                        ----------
--------------------------------------------------------------------------------

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

  Tranche A            $41.0              '$41.0'                 $0
--------------------------------------------------------------------------------

  Tranche B          '$169.5'             '$45.8'               $123.7
--------------------------------------------------------------------------------

  Tranche C          '$398.9'            '$107.7'              '$291.2'
--------------------------------------------------------------------------------

    Total            '$609.4'            '$194.5'               $414.9'
--------------------------------------------------------------------------------



<PAGE>





                                                                       EXHIBIT A



================================================================================



                      AMENDED AND RESTATED CREDIT AGREEMENT

                           dated as of March 29, 2001



                                      among



                               TEREX CORPORATION,

                          CERTAIN OF ITS SUBSIDIARIES,


                            THE LENDERS NAMED HEREIN

                                       and


                           CREDIT SUISSE FIRST BOSTON,

                             as Administrative Agent

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

                           CREDIT SUISSE FIRST BOSTON

                                       and

                           SALOMON SMITH BARNEY INC.,
                             as Joint Lead Arrangers
                              and Joint Bookrunners

                           SALOMON SMITH BARNEY INC.,
                              as Syndication Agent



================================================================================
                                                         [CS&M Ref No. 5865-043]



<PAGE>



                         TABLE OF CONTENTS


                             ARTICLE I

                            Definitions

SECTION 1.01.  Defined Terms..................................................1
SECTION 1.02.  Terms Generally...............................................28
SECTION 1.03.  Exchange Rates................................................29
SECTION 1.04.  Classification of Loans and Borrowings........................29


                            ARTICLE II

                            The Credits

SECTION 2.01.  Commitments and Loans.........................................29
SECTION 2.02.  Loans.........................................................30
SECTION 2.03.  Borrowing Procedure...........................................32
SECTION 2.04.  Evidence of Debt; Repayment of Loans..........................33
SECTION 2.05.  Fees..........................................................33
SECTION 2.06.  Interest on Loans.............................................35
SECTION 2.07.  Default Interest..............................................35
SECTION 2.08.  Alternate Rate of Interest....................................36
SECTION 2.09.  Termination and Reduction of Commitments......................36
SECTION 2.10.  Conversion and Continuation of  Borrowings....................36
SECTION 2.11.  Repayment of Term Borrowings..................................38
SECTION 2.12.  Prepayment....................................................39
SECTION 2.13.  Mandatory Prepayments.........................................39
SECTION 2.14.  Reserve Requirements; Change in Circumstances.................41
SECTION 2.15.  Change in Legality............................................43
SECTION 2.16.  Indemnity.....................................................44
SECTION 2.17.  Pro Rata Treatment............................................44
SECTION 2.18.  Sharing of Setoffs............................................44
SECTION 2.19.  Payments......................................................45
SECTION 2.20.  Taxes.........................................................46
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances;
                 Duty to Mitigate............................................48
SECTION 2.22.  Swingline Loans...............................................49
SECTION 2.23.  Letters of Credit.............................................50
SECTION 2.24.  A/C Fronted Loans.............................................54
SECTION 2.25.  Reporting Requirements of A/C Fronting Lenders and Issuing
                 Banks.......................................................56
SECTION 2.26.  Additional Issuing Banks......................................56
SECTION 2.27.  Pro Rata Treatment of Term Loans and Tranche C Loans..........57

<PAGE>

                            ARTICLE III

                  Representations and Warranties

SECTION 3.01.  Organization; Powers..........................................57
SECTION 3.02.  Authorization.................................................57
SECTION 3.03.  Enforceability................................................58
SECTION 3.04.  Governmental Approvals........................................58
SECTION 3.05.  Financial Statements..........................................58
SECTION 3.06.  No Material Adverse Change....................................58
SECTION 3.07.  Title to Properties; Possession Under Leases..................58
SECTION 3.08.  Subsidiaries..................................................59
SECTION 3.09.  Litigation; Compliance with Laws..............................59
SECTION 3.10.  Agreements....................................................59
SECTION 3.11.  Federal Reserve Regulations...................................60
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act....60
SECTION 3.13.  Use of Proceeds...............................................60
SECTION 3.14.  Tax Returns...................................................60
SECTION 3.15.  No Material Misstatements.....................................60
SECTION 3.16.  Employee Benefit Plans........................................60
SECTION 3.17.  Environmental Matters.........................................61
SECTION 3.18.  Insurance.....................................................62
SECTION 3.19.  Security Documents............................................62
SECTION 3.20.  Location of Real Property and Leased Premises.................62
SECTION 3.21.  Labor Matters.................................................63
SECTION 3.22.  Solvency......................................................63


                            ARTICLE IV

                       Conditions of Lending

SECTION 4.01.  All Credit Events.............................................63


                             ARTICLE V

                       Affirmative Covenants

SECTION 5.01.  Existence; Businesses and Properties..........................64
SECTION 5.02.  Insurance.....................................................65
SECTION 5.03.  Obligations and Taxes.........................................66

<PAGE>

SECTION 5.04.  Financial Statements, Reports, etc............................67
SECTION 5.05.  Litigation and Other Notices..................................68
SECTION 5.06.  Employee Benefits.............................................68
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections.....68
SECTION 5.08.  Use of Proceeds...............................................68
SECTION 5.09.  Compliance with Environmental Laws............................69
SECTION 5.10.  Preparation of Environmental Reports..........................69
SECTION 5.11.  Further Assurances............................................69


                            ARTICLE VI

                        Negative Covenants

SECTION 6.01.  Indebtedness..................................................70
SECTION 6.02.  Liens.........................................................72
SECTION 6.03.  Sale and Lease-Back Transactions..............................74
SECTION 6.04.  Investments, Loans and Advances...............................74
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions.....75
SECTION 6.06.  Dividends and Distributions; Restrictions on Ability of
                 Restricted Subsidiaries to Pay Dividends....................76
SECTION 6.07.  Transactions with Affiliates..................................77
SECTION 6.08.  Business of Borrowers and Restricted Subsidiaries.............77
SECTION 6.09.  Other Indebtedness and Agreements.............................77
SECTION 6.10.  Capital Expenditures..........................................78
SECTION 6.11.  Consolidated Leverage Ratio...................................78
SECTION 6.12.  Consolidated Interest Coverage Ratio..........................78
SECTION 6.13.  Consolidated Fixed Charge Coverage Ratio......................78
SECTION 6.14.  Fiscal Year...................................................79
SECTION 6.15.  Designation of Unrestricted Subsidiaries......................79


                             ARTICLE VII

Events of Default     .......................................................80


                             ARTICLE VIII

The Administrative Agent and the Collateral Agent............................83
<PAGE>


                             ARTICLE IX

                            Miscellaneous

SECTION 9.01.  Notices.......................................................85
SECTION 9.02.  Survival of Agreement.........................................85
SECTION 9.03.  Binding Effect................................................86
SECTION 9.04.  Successors and Assigns........................................86
SECTION 9.05.  Expenses; Indemnity...........................................89
SECTION 9.06.  Right of Setoff...............................................90
SECTION 9.07.  Applicable Law................................................90
SECTION 9.08.  Waivers; Amendment............................................90
SECTION 9.09.  Interest Rate Limitation......................................91
SECTION 9.10.  Entire Agreement..............................................91
SECTION 9.11.  WAIVER OF JURY TRIAL..........................................91
SECTION 9.12.  Severability..................................................92
SECTION 9.13.  Counterparts..................................................92
SECTION 9.14.  Headings......................................................92
SECTION 9.15.  Jurisdiction; Consent to Service of Process...................92
SECTION 9.16.  Conversion of Currencies......................................93
SECTION 9.17.  Confidentiality...............................................93
SECTION 9.18.  European Monetary Union.......................................94
SECTION 9.19.  Rights of Tranche C Lenders and Additional L/C Issuing Banks..94
SECTION 9.20.  Effect of Restatement.........................................95



<PAGE>


SCHEDULES

Schedule 1.01(a)    Additional Cost
Schedule 1.01(b)    Subsidiary Guarantors
Schedule 1.01(c)    Mortgaged Properties
Schedule 1.01(d)    Existing Letters of Credit
Schedule 1.01(e)    Inactive Subsidiaries
Schedule 2.01(a)    Lenders; Commitments
Schedule 2.01(b)    Sublimits for Alternative Currency Extensions of Credit
Schedule 3.08       Subsidiaries
Schedule 3.09       Litigation
Schedule 3.17       Environmental Matters
Schedule 3.18       Insurance
Schedule 3.20(a)    Owned Real Property
Schedule 3.20(b)    Leased Real Property
Schedule 3.21       Labor Matters
Schedule 6.01       Indebtedness
Schedule 6.02       Liens
Schedule 6.04       Investments


EXHIBITS

Exhibit A      Form of Administrative Questionnaire
Exhibit B      Form ofAssignment and Acceptance
Exhibit C      Form of Borrowing Request
Exhibit D      Indemnity, Subrogation and Contribution Agreement
Exhibit E      Form of Mortgage
Exhibit F      Pledge Agreement
Exhibit G      Security Agreement
Exhibit H      Subsidiary Guarantee Agreement
Exhibit I      Terex Guarantee Agreement
Exhibit J      Opinion of Eric Cohen





<PAGE>



                         AMENDED AND RESTATED CREDIT AGREEMENT dated as of March
                    29,  2001 (this  "Agreement"),  among TEREX  CORPORATION,  a
                    Delaware corporation  ("Terex"),  TEREX EQUIPMENT LIMITED, a
                    company  organized under the laws of Scotland (the "Scottish
                    Borrower"),  TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY,
                    a  company  organized  under  the  laws of the  Republic  of
                    Ireland (the "European Borrower"), POWERSCREEN INTERNATIONAL
                    PLC,  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 the New South Wales,  Australia (the "Australian
                    Borrower"),  PICADILLY  MASCHINENHANDEL  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"), the Lenders (as defined in Article
                    I), the  Issuing  Banks (as defined in Article I) and CREDIT
                    SUISSE  FIRST  BOSTON,  a bank  organized  under the laws of
                    Switzerland, acting through its New York branch ("CSFB"), as
                    administrative agent (in such capacity,  the "Administrative
                    Agent")  and as  collateral  agent  (in such  capacity,  the
                    "Collateral Agent") for the Lenders.


                  The parties hereto agree as follows:


                                    ARTICLE I

                                   Definitions

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
shall have the meanings specified below:

     "ABR",  when used in reference to any Loan or Borrowing,  refers to whether
such Loan, or the Loans  comprising  such Borrowing,  are bearing  interest at a
rate determined by reference to the Alternate Base Rate.

     "A/C  Fronted Base Rate" shall mean,  for any day,  with respect to any A/C
Fronted Loan, a rate per annum (rounded upwards, if necessary,  to the next 1/16
of 1%) equal to the average rate at which overnight  deposits in the currency in
which the applicable A/C Fronted Loan is denominated and approximately  equal in
principal  amount to such A/C Fronted Loan are  obtainable by the applicable A/C
Fronting  Lender on such day at its lending  office for such A/C Fronted Loan in
the interbank  market (or any other market for overnight  funds in such currency
utilized  by such A/C  Fronting  Lender),  adjusted  to  reflect  any  direct or
indirect  costs of obtaining  such deposits  (including  reserve and  assessment
costs,  to the extent  applicable).  The A/C Fronted Base Rate applicable to any
A/C Fronted Loan shall be determined for each day by the A/C Fronting  Lender in
respect of such Loan and such determination  shall be conclusive absent manifest
error.  The applicable A/C Fronting Lender shall notify the applicable  Borrower
and the  Administrative  Agent promptly upon  establishing  the A/C Fronted Base
Rate for any A/C Fronted Loan, or upon any change thereto.

     "A/C  Fronted  Base Rate  Loans"  shall mean any A/C Fronted  Loan  bearing
interest at a rate  determined  by  reference  to the A/C  Fronted  Base Rate in
accordance with the provisions of Article II.

     "A/C Fronted  Exposure"  shall mean, at any time, the Dollar  Equivalent of
the  aggregate  principal  amount of all  outstanding  A/C Fronted Loans at such
time. The A/C Fronted  Exposure of any Revolving Credit Lender at any time shall
equal its Pro Rata  Percentage  of the  aggregate  A/C Fronted  Exposure at such
time.

     "A/C  Fronted  Fixed Rate Loan"  shall mean any A/C  Fronted  Loan  bearing
interest at a rate determined by reference to the Bank Bill Rate, in the case of
Loans to the  Australian  Borrower,  or the Italian  Fixed Rate,  in the case of
Loans to the Italian Borrower, in each case in accordance with the provisions of
Article II.

     "A/C  Fronted  Loan"  shall  mean any loan made by an A/C  Fronting  Lender
pursuant to its A/C Fronting Commitment.

     "A/C  Fronting  Commitment"  shall mean,  with  respect to any A/C Fronting
Lender,  the  commitment of such A/C Fronting  Lender to make Loans  pursuant to
Section  2.24 or in the  Assignment  and  Acceptance  pursuant to which such A/C
Fronting Lender assumed its A/C Fronting Commitment,  as applicable, as the same
may be reduced  from time to time  pursuant to Section  2.24(f) and  pursuant to
assignments  by such A/C Fronting  Lender  pursuant to Section 9.04. The initial
A/C Fronting  Commitment of the Italian Fronting Lender shall be $10,000,000.00,
and the initial A/C Fronting  Commitment of the Australian Fronting Lender shall
be $25,000,000.00."

     "A/C Fronting Fees" shall have the meaning assigned to such term in Section
2.05(e).

     "A/C  Fronting  Lender"  shall  mean  (a)  with  respect  to  Loans  to the
Australian  Borrower,  the Australian  Fronting Lender,  and (b) with respect to
Loans to the Italian Borrower, the Italian Fronting Lender.

     "A/C  Participation  Fees" shall have the meaning  assigned to such term in
Section 2.05(d).
<PAGE>

     "Acquired  Indebtedness"  shall mean Indebtedness of a person or any of its
subsidiaries  (the  "Acquired  Person")  (a)  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 (b) assumed in
connection  with the  acquisition  of assets from such person;  provided in each
case  that  (i) such  Indebtedness  was not  created  in  contemplation  of such
acquisition,  merger  or  consolidation  and (ii)  such  acquisition,  merger or
consolidation is otherwise permitted under this Agreement.

     "Acquired  Person"  shall  have the  meaning  assigned  to such term in the
definition of the term "Acquired Indebtedness".

     "Additional  Cost"  shall  mean,  in  relation  to any  Borrowing  that  is
denominated  in  Pounds  and is  made by the  Scottish  Borrower,  the  European
Borrower or Powerscreen,  for any Interest Period, the cost as calculated by the
Administrative  Agent in accordance with Schedule 1.01(a) imputed to each Lender
participating  in such Borrowing of compliance with the mandatory  liquid assets
requirements of the Bank of England during that Interest Period,  expressed as a
percentage.

     "Additional  L/C  Exposure"  shall  mean  at any  time  the  sum of (a) the
aggregate  undrawn  amount  of all  outstanding  Additional  Letters  of  Credit
denominated in dollars at such time, (b) the Dollar  Equivalent of the aggregate
undrawn amount of all outstanding  Additional  Letters of Credit  denominated in
any currency other than dollars at such time, (c) the aggregate principal amount
of all disbursements in respect of Additional  Letters of Credit  denominated in
dollars  that  have  not yet been  reimbursed  at such  time and (d) the  Dollar
Equivalent of the aggregate  principal amount of all disbursements in respect of
Additional Letters of Credit denominated in any currency other than dollars that
have not yet been reimbursed at such time.

     "Additional L/C Facility" shall mean the letter of credit subfacility under
the Tranche C Credit Agreement or any other credit facility, and any refinancing
or  replacement  of such  facility,  entered  into by Terex,  one or more of the
Subsidiary  Borrowers  and one or more  Additional  L/C Issuing Banks that shall
have as its sole  purpose the  issuance of letters of credit to be used by Terex
and one or more of the Subsidiary  Borrowers in the ordinary  course of business
and that shall require prompt  reimbursement upon any funding of any such letter
of credit.

     "Additional  L/C  Issuing  Bank"  shall mean any Lender or Tranche C Lender
that shall issue  Additional  Letters of Credit  pursuant to the  Additional L/C
Facility.

     "Additional  Letter of  Credit"  shall  mean each  letter of credit  issued
pursuant to the Additional L/C Facility.

     "Additional  Subordinated  Notes" shall mean subordinated notes issued from
time to time by Terex,  or assumed in connection  with a Permitted  Acquisition,

<PAGE>

after the Restatement Closing Date; provided that (a) such subordinated notes do
not require any scheduled payment of principal prior to a date that is 12 months
after the Tranche B Maturity Date and (b) the subordination provisions and other
non-pricing  terms  and  conditions  of  such  subordinated  notes  are no  less
favorable to the Loan Parties and the Lenders than the  analogous  provisions of
the New Subordinated Notes.

     "Adjusted LIBO Rate" shall mean, with respect to any Eurocurrency Borrowing
for any  Interest  Period,  an  interest  rate per annum  (rounded  upwards,  if
necessary,  to the next 1/16 of 1%)  equal to the LIBO  Rate in effect  for such
Interest Period multiplied by Statutory Reserves;  provided,  however,  that, if
such Eurocurrency Borrowing is denominated in Pounds and is made by the Scottish
Borrower or Powerscreen, then the "Adjusted LIBO Rate" shall be the LIBO Rate in
effect for such Interest Period plus Additional Cost.

     "Administrative Agent Fees" shall have the meaning assigned to such term in
Section 2.05(b).

     "Administrative  Questionnaire" shall mean an Administrative  Questionnaire
in the  form of  Exhibit  A, or such  other  form as shall  be  supplied  by the
Administrative Agent.

     "Affiliate"  shall  mean,  when used with  respect to a  specified  person,
another person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  person
specified.

     "Aggregate  Revolving  Credit  Exposure" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

     "Agreement  Currency"  shall  have the  meaning  assigned  to such  term in
Section 9.16.

     "Alternate  Base Rate" shall mean,  for any day, a rate per annum  (rounded
upwards,  if necessary,  to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in effect on such day and (b) the  Federal  Funds  Effective  Rate in
effect on such day plus 1/2 of 1%. If for any  reason the  Administrative  Agent
shall have determined (which  determination  shall be conclusive absent manifest
error) that it is unable to ascertain the Federal Funds  Effective  Rate for any
reason, including the inability or failure of the Administrative Agent to obtain
sufficient  quotations in accordance  with the terms of the definition  thereof,
the Alternate Base Rate shall be determined  without regard to clause (b) of the
preceding  sentence  until the  circumstances  giving rise to such  inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal  Funds  Effective  Rate shall be effective on the  effective
date of such  change in the Prime  Rate or the  Federal  Funds  Effective  Rate,
respectively.  The term "Prime  Rate" shall mean the rate of interest  per annum

<PAGE>

publicly  announced from time to time by the  Administrative  Agent as its prime
rate in effect at its  principal  office in New York  City;  each  change in the
Prime Rate shall be effective  on the date such change is publicly  announced as
being  effective.  The term "Federal Funds  Effective  Rate" shall mean, for any
day, the weighted average of the rates on overnight  Federal funds  transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York,  or, if such rate is not so published  for any day that is a Business Day,
the average of the quotations for the day for such transactions  received by the
Administrative  Agent from three Federal  funds  brokers of recognized  standing
selected by it.

     "Alternative  Currency"  shall mean (a) with respect to Revolving Loans and
Letters of Credit,  Pounds and Euro,  (b) with respect to A/C Fronted  Loans and
Letters of Credit,  Australian  Dollars and Euro and (c) with respect to Letters
of Credit,  any other foreign  currency  which is approved by the applicable A/C
Fronting  Lender  and the  applicable  Issuing  Bank,  in each  case in its sole
discretion.

     "Alternative  Currency  Borrowing"  shall  mean a  Borrowing  comprised  of
Alternative Currency Loans.

     "Alternative Currency Equivalent" shall mean, on any date of determination,
with respect to any amount  denominated  in dollars in relation to any specified
Alternative  Currency,  the equivalent in such specified Alternative Currency of
such amount in  dollars,  determined  by the  Administrative  Agent  pursuant to
Section 1.03 using the applicable Exchange Rate then in effect.

     "Alternative   Currency  Loan"  shall  mean  any  Loan  denominated  in  an
Alternative Currency.

     "Alternative  Currency  Revolving  Credit Exposure" shall mean, at any time
with respect to any Alternative  Currency,  the sum of (a) the Dollar Equivalent
of the  aggregate  principal  amount of all A/C  Fronted  Loans and  outstanding
Revolving Loans that are denominated in such Alternative  Currency at such time,
(b) the Dollar  Equivalent of the aggregate  undrawn  amount of all  outstanding
Letters of Credit that are denominated in such Alternative Currency at such time
and (c) the  Dollar  Equivalent  of the  aggregate  principal  amount of all L/C
Disbursements  in  respect of Letters  of Credit  that are  denominated  in such
Alternative Currency at such time.

         "Alternative Currency Revolving Loan" shall mean a Revolving Loan
denominated in an Alternative Currency.

     "Amendment  Agreement"  shall mean the Amendment  Agreement dated as of the
Restatement  Closing Date, among the Borrowers,  the  Administrative  Agent, the
Collateral Agent, the Issuing Banks and certain Lenders.
<PAGE>

     "Applicable  Percentage"  shall  mean,  for any day,  with  respect  to any
Eurocurrency  Revolving  Loan,  Eurocurrency  Tranche B Term Loan, ABR Revolving
Loan,  ABR Tranche B Term Loan, A/C Fronted 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", "Eurocurrency Spread--Tranche B
Term Loans", "ABR Spread--Revolving  Loans", "ABR Spread--Tranche B Term Loans",
"A/C  Fronted Loan Spread" or  "Facility  Fee  Percentage",  as the case may be,
based  upon  the  Consolidated  Leverage  Ratio  as  of  the  relevant  date  of
determination:
<TABLE>
<CAPTION>

==============================================================================================================
                            Eurocurrency  Eurocurrency                                 ABR
Consolidated                  Spread--      Spread--     ABR Spread--      ABR--     Spread--
Leverage                     Revolving      Tranche B    Revolving     A/C Fronted   Tranche B   Facility Fee
Ratio                           Loans      Term Loans      Loans       Loan Spread   Term Loans  Percentage 1/
-----                           -----      ----------    -----------   -----------   ----------  -------------
--------------------------------------------------------------------------------------------------------------

Category 1
<S>                             <C>          <C>            <C>            <C>           <C>         <C>
Greater than or
equal to 4.50 to 1.00           2.50%        3.00%          1.50%          1.00%         2.00%       0.500%
---------------------------------------------------------------------------------------------------------------

Category 2

Greater than or
equal to 4.00 to
1.00 but less than
4.50 to 1.00                    2.25%        2.75%          1.25%          0.750%        1.75%       0.500%
---------------------------------------------------------------------------------------------------------------

Category 3

Greater than or
equal to 3.50 to
1.00 but less than
4.00 to 1.00                    1.75%        2.75%          0.75%          0.250%        1.75%       0.500%
---------------------------------------------------------------------------------------------------------------

Category 4

Greater than or
equal to 3.00 to
1.00 but less than
3.50 to 1.00                   1.625%        2.75%          0.625%         0.125%        1.75%       0.375%
---------------------------------------------------------------------------------------------------------------

Category 5

Less than 3.00 to 1.00         1.375%        2.75%          0.375%         0.000%        1.75%       0.375%
===============================================================================================================
</TABLE>

--------------------
1/  Provided  that  Facility  Fees  shall  increase  by 0.125% at all times that
utilization  under the  Total  Revolving  Credit  Commitments  pursuant  to this
Agreement and the Tranche C Credit Agreement is less than 15%.
<PAGE>


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 certificates  required by Section 5.04(a)
or (b)  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 certificates  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.

     "Asset Sale" shall mean the sale,  transfer or other disposition (by way of
merger  or  otherwise  and  including  by way of a Sale  and  Leaseback)  by any
Borrower or any  Restricted  Subsidiary to any person other than any Borrower or
any Guarantor of (a) any capital stock of any Subsidiary  (other than directors'
qualifying  shares) or (b) any other  assets of any  Borrower or any  Restricted
Subsidiary (other than inventory,  excess, damaged, obsolete or worn out assets,
scrap,  Permitted  Investments,  accounts  receivable  and/or  letters of credit
supporting accounts receivable issued to Terex or any Restricted Subsidiary,  in
each case  disposed of in the  ordinary  course of business  and, in the case of
accounts  receivable,  consistent with past  practice);  provided that any asset
sale or series of related  asset sales  described  in clause (b) above  having a
value not in excess of $5,000,000  shall be deemed not to be an "Asset Sale" for
purposes of this Agreement;  and provided,  further,  that, without limiting the
generality of the  foregoing and any rights that exist as a result  thereof with
respect to the sale of  accounts  receivable,  the sale of  Program  Receivables
pursuant to the  Receivables  Program  shall be deemed not to be an "Asset Sale"
for the purposes of this Agreement.

     "Assignment and Acceptance" shall mean an assignment and acceptance entered
into by a Lender and an assignee,  and accepted by the Administrative  Agent, in
the  form  of  Exhibit  B or  such  other  form  as  shall  be  approved  by the
Administrative Agent.

     "Australian Dollars" shall mean dollars in lawful currency of Australia.

     "Australian Fronting Lender" shall mean Credit Suisse First Boston,  acting
through  its  Sydney  office  branch,  and its  successors  and  assigns in such
capacity.

     "Bank Bill Rate" shall mean, in relation to an Interest  Period for any A/C
Fronted Fixed Rate Loan denominated in Australian  Dollars,  the rate determined
by the A/C  Fronting  Lender to be the  average bid rate  displayed  at or about
10:10 a.m. (Sydney time) on the first day of such Interest Period on the Reuters
screen BBSY page for a term equivalent to such Interest  Period.  If (a) for any
reason  there is no rate  displayed  for a period  equivalent  to such  Interest
Period or (b) the basis on which such rate is  displayed  is changed  and in the
reasonable  opinion of the A/C  Fronting  Lender such rate ceases to reflect the
A/C  Fronting  Lender's  cost of funding to the same  extent as at the  Original

<PAGE>

Closing  Date,  then the Bank Bill Rate shall be the rate  determined by the A/C
Fronting Lender to be the average of the buying rates quoted to the A/C Fronting
Lender by three  reference  banks  selected  by it at or about that time on that
date for bills of exchange that are accepted by an Australian bank and that have
a term equivalent to the Interest Period.  If there are no such buying rates the
rate shall be the rate  reasonably  determined by the A/C Fronting  Lender to be
its cost of funds.  Rates  will be  expressed  as a yield  percent  per annum to
maturity and rounded up, if necessary, to the nearest two decimal places.

     "Board" shall mean the Board of Governors of the Federal  Reserve System of
the United States of America.

     "Borrowers" shall mean,  collectively,  Terex, the Scottish  Borrower,  the
European Borrower,  Powerscreen,  the French Borrower,  the Australian Borrower,
the Italian Borrower and the German Borrower.

     "Borrowing"  shall  mean a group  of Loans  of a  single  Type  made by the
Lenders on a single date and as to which a single Interest Period is in effect.

     "Borrowing Request" shall mean a request by any Borrower in accordance with
the terms of Section 2.03 and substantially in the form of Exhibit C.

     "Business  Day" shall mean any day other than a Saturday,  Sunday or day on
which  banks in New York  City  are  authorized  or  required  by law to  close;
provided,  however,  that when used in connection with a Eurocurrency  Loan, the
term  "Business  Day" shall also exclude (a) any day on which banks are not open
for  dealings  in  dollar  deposits  in the  London  interbank  market  (if such
Eurocurrency  Loan is  denominated  in  dollars)  and (b) any day  that is not a
TARGET Day (if such Eurocurrency Loan is denominated in Euro), and, when used in
connection with any Calculation Date or determining any date on which any amount
is to be paid or made available in an Alternative  Currency other than Euro, the
term  "Business  Day" shall also exclude any day on which  commercial  banks and
foreign  exchange  markets are not open for business in the principal  financial
center in the country of such Alternative Currency.

     "Calculation  Date" shall mean (a) the date of  delivery of each  Borrowing
Request,  (b) the date of  issuance  of any  Letter of  Credit,  (c) the date of
conversion or continuation of any Borrowing pursuant to Section 2.10 or (d) such
additional  dates as the  Administrative  Agent or the  Required  Lenders  shall
specify.

     "Capital  Lease  Obligations"  of any person shall mean the  obligations of
such  person  to pay  rent  or  other  amounts  under  any  lease  of (or  other
arrangement  conveying  the  right  to use)  real  or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.
<PAGE>

     "Casualty" shall have the meaning assigned to such term in the Mortgages.

     "Casualty  Proceeds"  shall have the  meaning  assigned to such term in the
Mortgages.

     A "Change in Control" shall be deemed to have occurred if (a) any person or
group (within the meaning of Rule 13d-5 of the  Securities  Exchange Act of 1934
as in effect on the Restatement  Closing Date) shall own directly or indirectly,
beneficially or of record,  shares  representing  more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock of
Terex;  (b) a majority of the seats  (other  than vacant  seats) on the board of
directors of Terex shall at any time be occupied by persons who were neither (i)
nominated by the board of directors of Terex, nor (ii) appointed by directors so
nominated;  (c) any change in control (or similar  event,  however  denominated)
with respect to Terex or any of its  Restricted  Subsidiaries  shall occur under
and as defined in any  indenture or agreement in respect of  Indebtedness  in an
outstanding  principal  amount in excess of  $5,000,000 to which Terex or any of
its  Restricted  Subsidiaries  is a party;  or (d) any  person  or  group  shall
otherwise directly or indirectly Control Terex.

     "Class", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing,  are Revolving Loans, Tranche
B Term Loans,  A/C Fronted Loans or Swingline  Loans and, when used in reference
to any  Commitment,  refers to whether  such  Commitment  is a Revolving  Credit
Commitment, A/C Fronting Commitment or Swingline Commitment.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Collateral"  shall mean all the  "Collateral"  as defined in any  Security
Document and shall also include the Mortgaged Properties.

     "Commitment"  shall  mean,  with  respect  to  any  Lender,  such  Lender's
Revolving Credit Commitment,  A/C Fronting Commitment and Swingline  Commitment.
For the  purposes  of each Loan  Document  other than this  Agreement,  the term
"Commitment"  shall also  include,  with  respect to any Tranche C Lender,  such
Tranche C Lender's Tranche C Revolving Credit Commitment.

     "Condemnation"  shall  have  the  meaning  assigned  to  such  term  in the
Mortgages.

     "Condemnation Proceeds" shall have the meaning assigned to such term in the
Mortgages.
<PAGE>

     "Confidential   Information   Memorandum"   shall  mean  the   Confidential
Information Memorandum of the Borrowers dated March 2001.

     "Consolidated  Capital  Expenditures"  shall  mean,  for  any  period,  the
aggregate of all  expenditures  (whether paid in cash or other  consideration or
accrued as a liability) by Terex or any of its  Restricted  Subsidiaries  during
such  period  that,  in  accordance  with  GAAP,  are or should be  included  in
"additions to property,  plant and equipment" or similar items  reflected in the
consolidated  statement of cash flows of Terex and the  Restricted  Subsidiaries
for such period  (including the amount of assets leased by incurring any Capital
Lease Obligation);  provided that expenditures for Permitted  Acquisitions shall
not constitute Consolidated Capital Expenditures.

     "Consolidated  Current Assets" shall mean, as of any date of determination,
the total assets that would properly be classified as current assets (other than
cash and cash  equivalents) of Terex and its Restricted  Subsidiaries as of such
date, determined on a consolidated basis in accordance with GAAP.

     "Consolidated   Current   Liabilities"  shall  mean,  as  of  any  date  of
determination,  the total liabilities (other than, without duplication,  (a) the
current portion of long-term  Indebtedness and (b) outstanding  Revolving Loans,
A/C Fronted  Loans and  Swingline  Loans) that would  properly be  classified as
current  liabilities of Terex and its Restricted  Subsidiaries  as of such date,
determined on a consolidated basis in accordance with GAAP.

     "Consolidated  EBITDA" shall mean, for any period,  Consolidated Net Income
for such period,  plus,  without  duplication  and to the extent  deducted  from
revenues in determining  Consolidated Net Income for such period, the sum of (a)
the aggregate amount of Consolidated  Interest Expense for such period,  (b) the
aggregate  amount of letter of credit  fees paid  during  such  period,  (c) the
aggregate  amount of income and franchise  tax expense for such period,  (d) all
amounts  attributable to depreciation and amortization for such period,  (e) all
non-recurring   non-cash  charges  during  such  period  and  (f)  all  non-cash
adjustments  made to translate  foreign  assets and  liabilities  for changes in
foreign  exchange rates made in accordance with FASB No. 52, and minus,  without
duplication and to the extent added to revenues in determining  Consolidated Net
Income for such period, (i) all non-recurring  non-cash gains during such period
and  (ii)  all  non-cash  adjustments  made  to  translate  foreign  assets  and
liabilities  for changes in foreign  exchange rates made in accordance with FASB
No. 52, all as determined on a consolidated  basis with respect to Terex and its
Restricted Subsidiaries in accordance with GAAP.

     "Consolidated  Fixed Charge Coverage Ratio" shall mean, for any period, the
ratio of (a)  Consolidated  EBITDA  for  such  period  to (b) the  sum,  without
duplication,  of (i) Consolidated  Interest Expense for such period; (ii) income
or  franchise  taxes  paid in cash  during  such  period;  (iii)  scheduled  and
voluntary payments of principal with respect to all Indebtedness  (including the

<PAGE>

principal  portion of Capital  Lease  Obligations  but  excluding  payments  for
inventory  to be sold in the  ordinary  course  of  business)  of Terex  and its
Restricted  Subsidiaries on a consolidated  basis during such period (other than
repayments  of (x)  Loans  under  the  Original  Credit  Agreement  made  on the
Restatement  Closing  Date  or (y)  Indebtedness  with  the  proceeds  of  other
Indebtedness  permitted  to be  incurred  hereunder  or equity);  (iv)  payments
permitted  pursuant to Section  6.06 made in cash during  such  period;  and (v)
Consolidated Capital Expenditures made in cash during such period.

     "Consolidated  Interest  Coverage  Ratio" shall mean,  for any period,  the
ratio of (a) Consolidated  EBITDA for such period to (b)  Consolidated  Interest
Expense for such period.

     "Consolidated  Interest  Expense" of Terex and its Restricted  Subsidiaries
shall  mean,  for any  period,  interest  expense  of Terex  and its  Restricted
Subsidiaries  for  such  period,  net  of  interest  income,   included  in  the
determination  of  Consolidated  Net  Income.  For  purposes  of the  foregoing,
interest  expense  shall be  determined  after giving effect to any net payments
made or received by Terex and its  Restricted  Subsidiaries  under Interest Rate
Protection  Agreements.  Notwithstanding  that the Receivables  Program does not
constitute Indebtedness under GAAP, for the purposes of calculating Consolidated
Interest Expense under this Agreement,  Consolidated Interest Expense shall also
include,  for any period,  any fees,  discounts,  premiums,  expenses or similar
amounts (other than legal fees and expenses) incurred,  without duplication,  by
Terex or any of its Restricted  Subsidiaries  in connection with the Receivables
Program for such period, including, without limitation,  purchase discounts (net
of any loss reserves),  purchase premiums,  operating expense fees,  structuring
fees,  collection agent fees,  unutilized  purchase limit fees and other similar
fees and expenses.

     "Consolidated  Leverage Ratio" shall mean, as of any date of determination,
the  ratio of (a)  Total  Debt on such  date to (b) the sum of (i)  Consolidated
EBITDA for the most recent period of four  consecutive  fiscal quarters ended on
or prior to such date and (ii) the Pro Forma Acquisition  EBITDA of all Acquired
Persons  acquired during such period of four consecutive  fiscal  quarters.  For
purposes of calculating the  Consolidated  Leverage Ratio as of any date, if any
portion of the Total Debt  outstanding on such date is denominated in a currency
other than  dollars,  then the portion,  if any, of  Consolidated  EBITDA or Pro
Forma Acquisition  EBITDA during the period of four consecutive  fiscal quarters
ending on or prior to such date and denominated in any such other currency shall
be  translated  to dollars  using the same exchange rate as is used to translate
such portion of the Total Debt denominated in such other currency.

     "Consolidated Net Income" shall mean, for any period, the sum of net income
(or loss) for such period of Terex and its Subsidiaries on a consolidated  basis
determined in accordance with GAAP, but excluding:  (a) any income of any person
if such person is not a Restricted Subsidiary, except that Terex's equity in the

<PAGE>

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;  (b) the income (or loss) of any person accrued
prior to the date it became a Restricted  Subsidiary  of Terex or is merged into
or consolidated  with Terex or such person's assets are acquired by Terex or any
of its Restricted Subsidiaries;  (c) non-recurring gains (or losses) during such
period; (d) extraordinary  gains (or losses),  as defined under GAAP during such
period;  and (e) the income of any Restricted  Subsidiary to the extent that the
declaration or payment of dividends or similar  distributions  by the Restricted
Subsidiary of that income is prohibited by operation of the terms of its charter
or any agreement,  instrument,  judgment,  decree, statute, rule or governmental
regulation applicable to the Restricted Subsidiary.

     "Control" shall mean the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or  policies of a person,
whether  through the ownership of voting  securities,  by contract or otherwise,
and the terms  "Controlling"  and "Controlled"  shall have meanings  correlative
thereto.

     "Credit  Event"  shall have the  meaning  assigned  to such term in Section
4.01.

     "Default"  shall mean any event or condition  which upon  notice,  lapse of
time or both would constitute an Event of Default.

     "Dollar Borrowing" shall mean a Borrowing comprised of Dollar Loans.

     "Dollar Equivalent" shall mean, on any date of determination,  with respect
to any amount denominated in any currency other than dollars,  the equivalent in
dollars of such  amount,  determined  by the  Administrative  Agent  pursuant to
Section 1.03 using the applicable Exchange Rate with respect to such currency at
the time in effect.

     "Dollar Loan" shall mean a Loan denominated in dollars. Dollar Loans may be
Dollar Revolving Loans or Dollar Term Loans.

     "dollars" or "$" shall mean lawful money of the United States of America.

     "Domestic  Subsidiaries"  shall  mean  all  Subsidiaries   incorporated  or
organized  under the laws of the United States of America,  any State thereof or
the District of Columbia.

     "environment"  shall  mean  ambient  air,  surface  water  and  groundwater
(including  potable water,  navigable  water and wetlands),  the land surface or
subsurface  strata,  the workplace or as otherwise  defined in any Environmental
Law.
<PAGE>

     "Environmental Claim" shall mean any written accusation, allegation, notice
of violation,  claim, demand,  order,  directive,  cost recovery action or other
cause of action by, or on behalf of, any  Governmental  Authority  or any person
for  damages,   injunctive  or  equitable  relief,  personal  injury  (including
sickness,  disease or death),  Remedial  Action  costs,  tangible or  intangible
property damage,  natural resource  damages,  nuisance,  pollution,  any adverse
effect  on the  environment  caused by any  Hazardous  Material,  or for  fines,
penalties or  restrictions,  resulting from or based upon (a) the existence,  or
the continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental  Releases), (b) exposure to any Hazardous Material,
(c) the presence, use, handling, transportation,  storage, treatment or disposal
of any  Hazardous  Material or (d) the  violation  or alleged  violation  of any
Environmental Law or Environmental Permit.

     "Environmental  Law" shall mean any and all  applicable  present and future
treaties,  laws,  rules,  regulations,   codes,  ordinances,   orders,  decrees,
judgments,  injunctions,  notices or binding agreements  issued,  promulgated or
entered into by or with any Governmental  Authority,  relating in any way to the
environment,  preservation or reclamation of natural resources,  the management,
Release or threatened  Release of any Hazardous Material or to health and safety
matters,  including the Comprehensive  Environmental Response,  Compensation and
Liability   Act  of  1980,   as  amended  by  the   Superfund   Amendments   and
Reauthorization  Act  of  1986,  42  U.S.C.ss.ss.  9601  et  seq.  (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and  Hazardous  and Solid Waste  Amendments of 1984, 42
U.S.C.ss.ss.  6901 et seq., the Federal Water Pollution  Control Act, as amended
by the Clean Water Act of 1977, 33 U.S.C.ss.ss.  1251 et seq., the Clean Air Act
of 1970, as amended 42 U.S.C.ss.ss.  7401 et seq., the Toxic Substances  Control
Act of 1976, 15 U.S.C.ss.ss.  2601 et seq., the  Occupational  Safety and Health
Act of 1970, as amended, 29 U.S.C.ss.ss. 651 et seq., the Emergency Planning and
Community  Right-to-Know  Act of 1986, 42  U.S.C.ss.ss.  11001 et seq., the Safe
Drinking  Water Act of 1974, as amended,  42  U.S.C.ss.ss.  300(f) et seq.,  the
Hazardous  Materials  Transportation Act, 49 U.S.C. ss.ss. 5101 et seq., and any
similar or  implementing  state or local law, and all  amendments or regulations
promulgated under any of the foregoing.

     "Environmental  Permit"  shall mean any  permit,  approval,  authorization,
certificate,  license,  variance,  filing or permission  required by or from any
Governmental Authority pursuant to any Environmental Law.

     "Equity  Issuance"  shall mean any  issuance or sale by any Borrower or any
Restricted  Subsidiary of any shares of capital stock or other equity securities
of any such person or any obligations  convertible into or exchangeable  for, or
giving any person a right,  option or warrant to acquire such securities or such
convertible  or  exchangeable  obligations,  except  in  each  case  for (a) any
issuance or sale to any Borrower or any Restricted Subsidiary,  (b) any issuance
of  directors'  qualifying  shares,  (c) sales or  issuances  of common stock to
management or employees of any Borrower or any Restricted  Subsidiary  under any
employee  stock option plan,  stock  purchase plan,  retirement  plan,  deferred

<PAGE>

compensation  plan or other employee benefit plan in existence from time to time
to the extent that (i) the proceeds  from all sales and  issuances  described in
this clause (c) shall not exceed in the aggregate  $5,000,000 in any fiscal year
of Terex and (ii) the shares of common stock issued  pursuant to this clause (c)
shall not exceed 10% of the common  stock of such  Borrower  or such  Restricted
Subsidiary, as applicable.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
the same may be amended from time to time.

     "ERISA  Affiliate"  shall  mean  any  trade  or  business  (whether  or not
incorporated)  that,  together with Terex, is treated as a single employer under
Section  414(b) or (c) of the Code,  or solely for  purposes  of Section  302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code.

     "ERISA Event" shall mean (a) any "reportable  event", as defined in Section
4043 of ERISA or the regulations issued thereunder,  with respect to a Plan; (b)
the  adoption of any  amendment  to a Plan that would  require the  provision of
security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (c)
the existence with respect to any Plan of an  "accumulated  funding  deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA),  whether or not
waived;  (d) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an  application  for a waiver of the minimum  funding  standard with
respect to any Plan; (e) the incurrence of any liability under Title IV of ERISA
with  respect  to the  termination  of any  Plan or the  withdrawal  or  partial
withdrawal  of  Terex  or  any  of  its  ERISA   Affiliates  from  any  Plan  or
Multiemployer  Plan;  (f) the receipt by Terex or any ERISA  Affiliate  from the
PBGC  or a plan  administrator  of any  notice  relating  to  the  intention  to
terminate any Plan or Plans or to appoint a trustee to administer  any Plan; (g)
the  receipt  by Terex or any  ERISA  Affiliate  of any  notice  concerning  the
imposition of Withdrawal  Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization,  within the meaning of
Title IV of ERISA; (h) the occurrence of a "prohibited transaction" with respect
to which Terex or any of its Subsidiaries is a "disqualified person" (within the
meaning of Section  4975 of the Code) or with respect to which Terex or any such
Subsidiary  could  otherwise be liable;  (i) any other event or  condition  with
respect to a Plan or  Multiemployer  Plan that could  reasonably  be expected to
result in liability of any Borrower; and (j) any Foreign Benefit Event.

     "Euro" shall mean the single  currency of the European Union as constituted
by the Treaty on European Union.

     "Eurocurrency"  when used in reference to any Loan or Borrowing,  refers to
whether such Loan, or the Loans comprising such Borrowing,  are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

     "Event of Default" shall have the meaning  assigned to such term in Article
VII.
<PAGE>

     "Excess Cash Flow" shall mean, for any fiscal year of Terex,  the excess of
(a) the sum, without  duplication,  of (i)  Consolidated  EBITDA for such fiscal
year,  (ii)  extraordinary  or  non-recurring  cash  receipts  of Terex  and its
Restricted  Subsidiaries,  if any,  during such fiscal year and not  included in
Consolidated  EBITDA and (iii)  reductions to non-cash  working capital of Terex
and its Restricted  Subsidiaries  for such fiscal year (i.e.,  the decrease,  if
any, in Consolidated  Current Assets minus Consolidated Current Liabilities from
the  beginning  to the end of such  fiscal  year),  over  (b) the  sum,  without
duplication, of (i) the amount of any cash income taxes payable by Terex and its
Restricted  Subsidiaries  with respect to such fiscal year,  (ii) cash  interest
paid by Terex and its  Restricted  Subsidiaries  during such fiscal year,  (iii)
Consolidated Capital  Expenditures  committed or made in cash in accordance with
Section 6.10 during such fiscal year (and not deducted  from Excess Cash Flow in
any prior year),  (iv) scheduled  principal  repayments of Indebtedness  made by
Terex and its Restricted  Subsidiaries during such fiscal year, (v) optional and
mandatory prepayments of the principal of Term Loans or Tranche C Term Loans and
reductions  of  Revolving  Credit  Commitments  and Tranche C  Revolving  Credit
Commitments  during  such  fiscal  year,  but  only  to  the  extent  that  such
prepayments  and reductions do not occur in connection with a refinancing of all
or  any  portion  of the  Loans  or  Tranche  C  Loans,  (vi)  extraordinary  or
non-recurring  expenses  and losses to the extent  paid in cash by Terex and its
Restricted  Subsidiaries,  if any,  during such fiscal year and not  included in
Consolidated  EBITDA and (vii)  additions to non-cash  working  capital for such
fiscal year (i.e.,  the increase,  if any, in Consolidated  Current Assets minus
Consolidated  Current  Liabilities  from the beginning to the end of such fiscal
year);  provided that, to the extent otherwise  included  therein,  the Net Cash
Proceeds  of  Asset  Sales  and  Equity  Issuances  shall be  excluded  from the
calculation of Excess Cash Flow.

     "Exchange  Rate" shall mean, on any day, with respect to any currency other
than  dollars  (for  purposes  of  determining  the  Dollar  Equivalent)  or any
Alternative  Currency  (for purposes of  determining  the  Alternative  Currency
Equivalent with respect to such  Alternative  Currency),  the rate at which such
currency may be exchanged into dollars or the applicable  Alternative  Currency,
as the case may be,  as set forth at  approximately  11:00  a.m.,  New York City
time, on such date on the applicable Bloomberg Key Cross Currency Rates Page. In
the event that any such rate does not appear on any Bloomberg Key Cross Currency
Rates Page,  the Exchange  Rate shall be  determined  by reference to such other
publicly  available  service  for  displaying  exchange  rates  selected  by the
Administrative   Agent  for  such  purpose,   or,  at  the   discretion  of  the
Administrative Agent, such Exchange Rate shall instead be the arithmetic average
of the spot rates of exchange of the  Administrative  Agent in the market  where
its foreign  currency  exchange  operations in respect of such currency are then
being  conducted,  at or about  10:00  a.m.,  local  time,  on such date for the
purchase of dollars or the applicable  Alternative Currency, as the case may be,
for delivery two Business Days later;  provided that, if at the time of any such
determination,  for  any  reason,  no  such  spot  rate  is  being  quoted,  the

<PAGE>

Administrative Agent may use any other reasonable method it deems appropriate to
determine such rate,  and such  determination  shall be presumed  correct absent
manifest error.

     "Existing  Letter of Credit"  shall mean each  letter of credit that is (a)
issued by an Issuing Bank, (b) outstanding on the  Restatement  Closing Date and
(c) listed in Schedule 1.01(d).

     "Existing  Subordinated Note Indentures" shall mean the indentures dated as
of March 31, 1998 and as of March 9, 1999, as  applicable,  between  Terex,  the
Guarantors  identified  therein and United  States Trust Company of New York, as
trustee,  as in effect on the Restatement Closing Date and as thereafter amended
from  time to time in  accordance  with the  requirements  thereof  and  hereof,
pursuant to which the Existing Senior Subordinated Notes were issued.

     "Existing  Senior  Subordinated  Notes"  shall mean Terex's  8.875%  Senior
Subordinated  Notes due 2008, in an aggregate  principal amount of $250,000,000,
issued pursuant to the Existing Subordinated Note Indentures.

     "Facility  Fee" shall  have the  meaning  assigned  to such term in Section
2.05(a).

     "Fee  Letter"  shall mean the Fee Letter dated  January 30,  1998,  between
Terex and the Administrative Agent.

     "Fees" shall mean the Facility Fees, the Administrative Agent Fees, the A/C
Participation  Fees, the A/C Fronting Fees, the L/C  Participation  Fees and the
Issuing Bank Fees.

     "Financial Officer" of any person shall mean the chief financial officer, a
Vice President-Finance, principal accounting officer, Treasurer or Controller of
such person.

     "Finsub" shall mean a bankruptcy-remote  corporation that is a wholly owned
Restricted  Subsidiary of Terex organized  solely for the purpose of engaging in
the Receivables Program.

     "Floor Plan Guarantees" shall mean 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 or other purchaser or
lessor and any related reasonable fees and expenses (including  financing fees);
provided,  however,  that  (a)  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 (b) if Terex or such

<PAGE>

Restricted  Subsidiary  is  required  to  make  payment  with  respect  to  such
Guarantee,  Terex or such  Restricted  Subsidiary will have the right to receive
either (i) title to such inventory, (ii) a valid assignment of a perfected first
priority Lien in such  inventory or (iii) the net proceeds of any resale of such
inventory.

     "Foreign  Base Rate Loans" shall mean Loans (other than A/C Fronted  Loans)
in any  Alternative  Currency the rate of interest  applicable to which is based
upon the rate of interest per annum  maintained by the  Administrative  Agent as
the rate of interest (in the absence of a  eurocurrency  rate)  determined by it
with the approval of a majority in interest of the Lenders participating in such
Loan to be the  average  rate  charged to  borrowers  of similar  quality as the
applicable Borrower of such Loans in such Alternative Currency.  Notwithstanding
anything to the contrary  contained  herein,  Loans may be made or maintained as
Foreign Base Rate Loans only to the extent specified in Section 2.02(f), 2.08 or
2.15.

     "Foreign  Benefit  Event" shall mean,  with respect to any Foreign  Pension
Plan,  (a) the  existence  of  unfunded  liabilities  in  excess  of the  amount
permitted  under any  applicable  law,  or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to make
the required  contributions or payments,  under any applicable law, on or before
the due date for such contributions or payments,  (c) the receipt of a notice by
a Governmental Authority relating to the intention to terminate any such Foreign
Pension Plan or to appoint a trustee or similar  official to administer any such
Foreign  Pension  Plan, or alleging the  insolvency of any such Foreign  Pension
Plan and (d) the  incurrence of any  liability in excess of  $5,000,000  (or the
Dollar  Equivalent  thereof  in  another  currency)  by  Terex  or  any  of  its
Subsidiaries  under  applicable  law on  account  of  the  complete  or  partial
termination of such Foreign  Pension Plan or the complete or partial  withdrawal
of any participating  employer therein, or (e) the occurrence of any transaction
that is prohibited  under any applicable law and could reasonably be expected to
result in the  incurrence of any liability by Terex or any of its  Subsidiaries,
or the imposition on Terex or any of its Subsidiaries of any fine, excise tax or
penalty resulting from any  noncompliance  with any applicable law, in each case
in excess of $5,000,000 (or the Dollar Equivalent thereof in another currency).

     "Foreign  Pension Plan" shall mean any benefit plan which under  applicable
law is required to be funded through a trust or other funding vehicle other than
a trust or funding vehicle maintained exclusively by a Governmental Authority.

     "Foreign  Subsidiary"  shall  mean any  Subsidiary  that is not a  Domestic
Subsidiary.

     "Foreign Subsidiary Issuer" shall mean any Foreign Subsidiary,  65% or more
of the equity  interest  in which has been  pledged  to secure  the  Obligations
pursuant to the Pledge Agreement.
<PAGE>

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States applied on a consistent basis.

     "Governmental  Authority" shall mean the government of the United States of
America, the United Kingdom,  Germany,  France, Italy,  Australia,  Ireland, any
other nation or any political  subdivision thereof,  whether state or local, and
any agency, authority, instrumentality,  regulatory body, court, central bank or
other entity exercising executive, legislative,  judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     "Granting  Lender" shall have the meaning  assigned to such term in Section
9.04(j).

     "Guarantee"  of or by any person shall mean any  obligation,  contingent or
otherwise,  of such  person  guaranteeing  or  having  the  economic  effect  of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner,  whether  directly or  indirectly,  and including any obligation of such
person,  direct or indirect,  (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such  Indebtedness or to purchase (or to advance
or supply  funds for the  purchase  of) any  security  for the  payment  of such
Indebtedness,  (b) to purchase or lease property, securities or services for the
purpose  of  assuring  the owner of such  Indebtedness  of the  payment  of such
Indebtedness  or (c) to maintain  working  capital,  equity capital or any other
financial  statement  condition  or  liquidity  of the primary  obligor so as to
enable the primary obligor to pay such Indebtedness; provided, however, that the
term "Guarantee" shall not include (i) endorsements for collection or deposit in
the  ordinary  course of business and (ii) Floor Plan  Guarantees  except to the
extent that they appear as debt on the Borrower's balance sheet.

     "Guarantee  Agreements" shall mean the Subsidiary  Guarantee  Agreement and
the Terex Guarantee Agreement.

     "Guarantors" shall mean Terex and the Subsidiary Guarantors.

     "Hazardous  Materials"  shall mean all explosive or radioactive  materials,
substances  or  wastes,  hazardous  or toxic  materials,  substances  or wastes,
pollutants,  solid,  liquid or gaseous wastes,  including petroleum or petroleum
distillates,   asbestos  or  asbestos  containing   materials,   polychlorinated
biphenyls  ("PCBs")  or  PCB-containing  materials  or  equipment,   radon  gas,
infectious  or medical  wastes and all other  substances or wastes of any nature
regulated pursuant to any Environmental Law.

     "Hedging  Agreement"  shall mean any Interest Rate Protection  Agreement or
any foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging  arrangement
not entered into for speculation.
<PAGE>

     "Inactive  Subsidiary"  shall  mean  each  Subsidiary  of Terex  listed  on
Schedule  1.01(f) until such time as such  Subsidiary  shall become a Subsidiary
Guarantor.

     "Incremental  Loans"  shall have the  meaning  assigned to such term in the
Tranche C Credit Agreement.

     "Indebtedness"  of any person  shall  mean,  without  duplication,  (a) all
obligations  of such person for borrowed  money or advances of any kind, (b) all
obligations  of such person  evidenced  by bonds,  debentures,  notes or similar
instruments,  (c) all obligations of such person upon which interest charges are
customarily  paid, (d) all obligations of such person under  conditional sale or
other title  retention  agreements  relating to property or assets  purchased by
such  person,  (e) all  obligations  of such  person  issued or  assumed  as the
deferred  purchase  price of  property  or services  (excluding  trade  accounts
payable and accrued  obligations  incurred in the ordinary  course of business),
(f) all  Indebtedness  of others  secured  by (or for  which the  holder of such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any Lien on  property  owned or  acquired  by such  person,  whether  or not the
obligations secured thereby have been assumed, (g) all Guarantees by such person
of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i)
all   obligations  of  such  person  in  respect  of  interest  rate  protection
agreements,  foreign currency exchange  agreements or other interest or exchange
rate hedging  arrangements  and (j) all obligations of such person as an account
party in respect of letters of credit and bankers' acceptances. The Indebtedness
of any person shall include the  Indebtedness  of any  partnership in which such
person is a general partner, to the extent such Indebtedness is recourse to such
person  either  expressly  or by  operation  of law.  Notwithstanding  that  the
Receivables Program does not constitute  Indebtedness under GAAP, solely for the
purposes of calculating  Indebtedness under this Agreement,  the Indebtedness of
Finsub shall also include all consideration  provided to Finsub by the purchaser
of Program  Receivables  less any amounts  collected (or deemed  collected) with
respect  to such  Program  Receivables  and  accounted  for as  required  by the
Receivables  Program  Documentation  (such  amount  being  referred  to  in  the
Receivables Program Documentation as the "Investment").

     "Indemnity,   Subrogation  and  Contribution   Agreement"  shall  mean  the
Indemnity,  Subrogation and Contribution  Agreement,  dated as of March 6, 1998,
among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

     "Interest  Payment Date" shall mean, with respect to any Loan, the last day
of the Interest Period  applicable to the Borrowing of which such Loan is a part
and, in the case of a  Eurocurrency  Borrowing  with an Interest  Period of more
than three months'  duration,  each day that would have been an Interest Payment
Date had successive  Interest  Periods of three months' duration been applicable
to  such  Borrowing,  and,  in  addition,  the  date of any  prepayment  of such
Borrowing or conversion of such Borrowing to a Borrowing of a different Type.
<PAGE>

     "Interest  Period"  shall mean (a) as to any  Eurocurrency  Borrowing,  the
period  commencing on the date of such  Borrowing and ending on the  numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months  thereafter  (and, in the
case of an Alternative  Currency  Borrowing maturing or required to be repaid in
less than one month,  the date thereafter  requested by the applicable  Borrower
and agreed to by the  Administrative  Agent),  as the  applicable  Borrower  may
elect, (b) as to any ABR Borrowing or Borrowing bearing interest by reference to
the A/C Fronted Base Rate,  the period  commencing on the date of such Borrowing
and  ending  on the  earliest  of (i) the next  succeeding  March  31,  June 30,
September  30 or December 31, (ii) the  Revolving  Credit  Maturity  Date or the
Tranche B Maturity  Date, as  applicable,  and (iii) the date such  Borrowing is
converted to a Borrowing of a different Type in accordance  with Section 2.10 or
repaid or prepaid in  accordance  with Section  2.11 or 2.12,  (c) as to any A/C
Fronted Fixed Rate Loan bearing interest by reference to the Bank Bill Rate, the
period  commencing  on the date of such Loan and ending on the date (more than 7
but not more than 92 days  thereafter) as the Australian  Borrower may elect and
(d) as to any A/C Fronted  Loan  bearing  interest by  reference  to the Italian
Fixed  Rate,  the period  commencing  on the date of such Loan and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2 or 3 months  thereafter,  as
the Italian Borrower may elect;  provided,  however, that if any Interest Period
would end on a day other than a Business  Day,  such  Interest  Period  shall be
extended  to the next  succeeding  Business  Day  unless  such  next  succeeding
Business Day would fall in the next calendar  month, in which case such Interest
Period shall end on the next preceding  Business Day. Interest shall accrue from
and including the first day of an Interest  Period to but excluding the last day
of such Interest Period.

     "Interest  Rate  Protection  Agreement"  shall mean any interest  rate swap
agreement,  interest  rate cap  agreement,  interest  rate collar  agreement  or
similar  agreement  or  arrangement  designed  to protect  any  Borrower  or any
Restricted  Subsidiary  against  fluctuations in interest rates, and not entered
into for speculation.

     "Irish Facilities" shall mean the credit facilities of Powerscreen.

     "Issuing Bank" shall mean, as the context may require,  (a) CSFB, (b) Fleet
National  Bank,  N.A. or (c) any other  Lender  that may become an Issuing  Bank
pursuant to Section 2.23(i) or 2.26, with respect to Letters of Credit issued by
such Lender.  For the purposes of each Loan Document other than this  Agreement,
the term "Issuing Bank" shall also include each Additional L/C Issuing Bank.

     "Issuing Bank Fees" shall have the meaning assigned to such term in Section
2.05(c).
<PAGE>

     "Italian  Facilities"  shall  mean the  credit  facilities  of the  Italian
Borrower or any other Restricted Subsidiary located in Italy.

     "Italian Fixed Rate" shall mean, with respect to any A/C Fronted Fixed Rate
Loan made to the  Italian  Borrower,  the rate per annum  (rounded  upwards,  if
necessary, to the next 1/16 of 1% and adjusted for reserve requirements, if any)
determined by the Italian  Fronting Lender at  approximately  11:00 a.m. (London
time) on the date which is two  Business  Days prior to or the  beginning of the
relevant Interest Period (as specified in the applicable  Borrowing  Request) by
reference to the British  Bankers'  Association  Interest  Settlement  Rates for
deposits in Euro, for a period equal to such Interest Period;  provided that, to
the extent that an interest rate is not ascertainable  pursuant to the foregoing
provisions of this  definition,  the "Italian  Fixed Rate" shall be the interest
rate per annum  determined by the Italian  Fronting  Lender to be the average of
the rates per annum (rounded upwards,  if necessary,  to the next 1/16 of 1% and
adjusted for reserve requirements, if any) at which deposits in Euro are offered
for such relevant  Interest Period to major banks in the London interbank market
in London,  England by the Italian Fronting Lender at  approximately  11:00 a.m.
(London  time) on the date which is two Business  Days prior to the beginning of
such Interest Period.

     "Italian  Fronting  Lender" shall mean Fleet National  Bank,  N.A., and its
successors and assigns in such capacity.

     "Judgment Currency" shall have the meaning assigned to such term in Section
9.16.

     "L/C  Commitment"  shall mean the  commitment of each Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.

     "L/C Disbursement"  shall mean a payment or disbursement made by an Issuing
Bank pursuant to a Letter of Credit.

     "L/C Exposure" shall mean at any time the sum of (a) the aggregate  undrawn
amount of all outstanding Letters of Credit denominated in dollars at such time,
(b) the Dollar  Equivalent of the aggregate  undrawn  amount of all  outstanding
Letters of Credit  denominated in  Alternative  Currencies at such time, (c) the
aggregate  principal  amount of all L/C  Disbursements  in respect of Letters of
Credit denominated in dollars that have not yet been reimbursed at such time and
(d)  the  Dollar  Equivalent  of the  aggregate  principal  amount  of  all  L/C
Disbursements  in  respect  of  Letters  of Credit  denominated  in  Alternative
Currencies  that have not yet been  reimbursed at such time. The L/C Exposure of
any Revolving  Credit  Lender at any time shall mean its Pro Rata  Percentage of
the total L/C Exposure at such time. For the purpose of each Loan Document other
than this  Agreement,  the term "L/C Exposure" shall also include the Additional
L/C Exposure.
<PAGE>

     "L/C  Participation  Fee" shall have the  meaning  assigned to such term in
Section 2.05(c).

     "Lenders"  shall mean (a) the  financial  institutions  listed on  Schedule
2.01(a) (other than any such financial institution that has ceased to be a party
hereto  pursuant  to  an  Assignment  and  Acceptance)  and  (b)  any  financial
institution  that has  become  a party  hereto  pursuant  to an  Assignment  and
Acceptance.  Unless the context clearly indicates otherwise,  the term "Lenders"
shall include the A/C Fronting Lenders and the Swingline Lender.

     "Letter of Credit" shall mean (a) any letter of credit  issued  pursuant to
Section 2.23 and (b) any Existing Letter of Credit. For the purpose of each Loan
Document  other  than this  Agreement,  the term  Letter of  Credit"  shall also
include any "Additional Letter of Credit".

     "LIBO Rate" shall mean,  with respect to any  Eurocurrency  Borrowing,  the
rate per annum determined by the  Administrative  Agent at  approximately  11:00
a.m.  (London  time) on the date which is two  Business  Days prior to or,  with
respect to Eurocurrency Borrowings denominated in Pounds, at approximately 11:00
a.m.  (London time) on the same day as, the  beginning of the relevant  Interest
Period (as specified in the  applicable  Borrowing  Request) by reference to the
British Bankers'  Association  Interest Settlement Rates for deposits in dollars
or the relevant Alternative Currency, as applicable (as set forth by any service
selected by the  Administrative  Agent which has been  nominated  by the British
Bankers'  Association  as an  authorized  information  vendor for the purpose of
displaying  such rates),  for a period equal to such Interest  Period;  provided
that, to the extent that an interest rate is not  ascertainable  pursuant to the
foregoing  provisions of this definition,  the "LIBO Rate" shall be the interest
rate per annum determined by the  Administrative  Agent to be the average of the
rates  per  annum at which  deposits  in  dollars  or the  relevant  Alternative
Currency, as applicable,  are offered for such relevant Interest Period to major
banks in the London  interbank market in London,  England by the  Administrative
Agent at  approximately  11:00  a.m.  (London  time)  on the  date  which is two
Business Days prior to or, with respect to Eurocurrency  Borrowings  denominated
in Pounds,  at  approximately  11:00 a.m.  (London time) on the same day as, the
beginning of such Interest Period.

     "Lien" shall mean,  with respect to any asset,  (a) any  mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement,  capital lease or title  retention  agreement (or any financing lease
having  substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities,  any purchase  option,  call or
similar right of a third party with respect to such securities.

     "Loan Documents" shall mean this Agreement,  the Amendment  Agreement,  the
Guarantee Agreements, the Security Documents and the Indemnity,  Subrogation and

<PAGE>

Contribution  Agreement.  For the purposes of each Loan Document other than this
Agreement,  the term "Loan  Document"  shall also  include  the Tranche C Credit
Agreement and the definitive documentation for the Additional L/C Facility.

     "Loan Parties" shall mean the Borrowers and the Guarantors.

     "Loans" shall mean the  Revolving  Loans,  the Term Loans,  the A/C Fronted
Loans and the Swingline Loans. For the purposes of each Loan Document other than
this Agreement, the term "Loans" shall also include the Tranche C Loans.

     "Margin  Stock" shall have the meaning  assigned to such term in Regulation
U.

     "Material Adverse Effect" shall mean (a) a materially adverse effect on the
business, assets, operations, prospects or condition, financial or otherwise, of
Terex and the Restricted Subsidiaries, taken as a whole, (b) material impairment
of the ability of the Loan Parties to perform their  obligations  under the Loan
Documents or (c) material  impairment of the rights of or benefits  available to
the Lenders under any Loan Document.

     "Mortgaged  Properties"  shall mean the owned real properties and leasehold
and subleasehold interests specified on Schedule 1.01(c).

     "Mortgages" shall mean the mortgages,  deeds of trust, leasehold mortgages,
assignments  of leases and rents,  modifications  and other  security  documents
delivered pursuant to clause (i) of Section 4.02(j) or pursuant to Section 5.11,
each substantially in the form of Exhibit F.

     "Multiemployer  Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

     "Net Cash Proceeds" shall mean (a) with respect to any Asset Sale, the cash
proceeds (including cash proceeds  subsequently  received (as and when received)
in respect of  non-cash  consideration  initially  received  and  including  all
insurance  settlements  and  condemnation  awards in excess of $250,000 from any
single  event or series of  related  events),  net of (i)  transaction  expenses
(including reasonable broker's fees or commissions, legal fees, accounting fees,
investment banking fees and other professional fees,  transfer and similar taxes
and Terex's good faith  estimate of income  taxes paid or payable in  connection
with the receipt of such cash proceeds),  (ii) amounts provided as a reserve, in
accordance with GAAP, including pursuant to any escrow arrangement,  against any
liabilities  under any  indemnification  obligations  associated with such Asset
Sale (provided that, to the extent and at the time any such amounts are released
from such reserve,  such amounts shall  constitute Net Cash Proceeds),  (iii) in
the case of insurance  settlements and condemnation  awards,  amounts previously
paid by Terex and its Restricted Subsidiaries to replace or restore the affected

<PAGE>

property,  and (iv) the principal amount,  premium or penalty,  if any, interest
and other amounts on any Indebtedness for borrowed money which is secured by the
asset sold in such Asset Sale and is required  to be repaid  with such  proceeds
(other  than any such  Indebtedness  assumed by the  purchaser  of such  asset);
provided,  however,  that,  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,  if (A) Terex  shall  deliver a  certificate  of a  Financial
Officer to the Administrative Agent at the time of receipt thereof setting forth
Terex's  intent to reinvest such  proceeds in  productive  assets of a kind then
used or usable in the business of Terex and its Restricted  Subsidiaries  within
300 days of  receipt  of such  proceeds  and (B) no  Default or Event of Default
shall have occurred and shall be continuing at the time of such  certificate  or
at the proposed time of the  application of such  proceeds,  such proceeds shall
not constitute Net Cash Proceeds  except to the extent not so used at the end of
such 300-day period,  at which time such proceeds shall be deemed to be Net Cash
Proceeds,  and (b) with respect to any Equity  Issuance or any other issuance or
disposition of  Indebtedness,  the cash proceeds  thereof,  net of all taxes and
customary  fees,  commissions,  costs and other expenses  (including  reasonable
broker's fees or commissions,  legal fees,  accounting fees,  investment banking
fees and other professional  fees, and underwriter's  discounts and commissions)
incurred in connection therewith.

     "New  Subordinated  Note  Indenture"  shall mean the indenture  dated as of
March 29, 2001,  between  Terex,  the Guarantors  identified  therein and United
States Trust  Company of New York, as trustee,  as in effect on the  Restatement
Closing Date and as thereafter  amended from time to time in accordance with the
requirements  thereof and hereof,  pursuant to which the New Subordinated  Notes
are issued.

     "New  Subordinated  Notes" shall mean Terex's  10.375% Senior  Subordinated
Notes due 2011, in an initial aggregate  principal amount of $300,000,000 issued
pursuant to the New Subordinated Note Indenture.

     "Obligations" shall mean all obligations defined as "Obligations" in any of
the Guarantee Agreements and the Security Documents.

     "Original Closing Date" shall mean March 6, 1998.

     "Original  Credit  Agreement"  shall mean the Credit  Agreement dated as of
March 6, 1998, as amended  prior to the date hereof,  among the  Borrowers,  the
Lenders and Credit Suisse First Boston, as  administrative  agent and collateral
agent.

     "Payment Location" shall mean an office,  branch or other place of business
of any Borrower.

     "PBGC" shall mean the Pension Benefit Guaranty  Corporation referred to and
defined in ERISA.
<PAGE>

     "Perfection    Certificate"   shall   mean   the   Perfection   Certificate
substantially in the form of Annex 2 to the Security Agreement.

     "Permitted  Acquisitions"  shall mean acquisitions (in a single transaction
or a  series  of  related  transactions)  of not  less  than  100%  (other  than
directors'  qualifying shares) of the outstanding  capital stock or other 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 so long as (a) in the case
of each such  acquisition  of  capital  stock or other  equity  interests,  such
acquisition  was not  preceded by an  unsolicited  tender offer for such capital
stock or other  equity  interests by Terex or any of its  Affiliates,  (b) Terex
shall have delivered to the Administrative  Agent a certificate  certifying that
at the time of and  immediately  after  giving  effect to such  acquisition,  no
Default  or Event of Default  shall have  occurred  and be  continuing,  and (c)
either (i) the total  consideration  with respect to such acquisition  shall not
exceed $2,500,000, (ii) Terex shall have delivered to the Administrative Agent a
certificate  certifying that at the time of and immediately  after giving effect
to such  acquisition,  the Pro Forma  Acquisition  EBITDA of the entity acquired
pursuant to such  acquisition  shall not exceed 25% of the sum of such Pro Forma
Acquisition EBITDA plus Consolidated EBITDA, in each case for the period of four
fiscal  quarters  ended on the last day of the most recent fiscal  quarter ended
prior to the date of such acquisition or (iii) (A) Terex shall have delivered to
the  Administrative  Agent a  certificate  certifying  that  at the  time of and
immediately after giving effect to such acquisition,  the ratio of (1) the Total
Debt of Terex and its Restricted  Subsidiaries  on the date of such  acquisition
(including all  Indebtedness  incurred in connection with or resulting from such
acquisition  that would  constitute  Total Debt) to (2) the sum of (x) Pro Forma
Acquisition EBITDA of the entity acquired pursuant to such acquisition,  (y) Pro
Forma  Acquisition  EBITDA for all other Acquired  Persons  acquired  during the
period of four consecutive fiscal quarters most recently ended prior to the date
of such acquisition and (z) Consolidated  EBITDA, in each case for the period of
four fiscal quarters most recently ended prior to the date of such  acquisition,
shall  be at  least  0.15 to 1.00  less  than the  Consolidated  Leverage  Ratio
required  pursuant  to  Section  6.11 on such  date  and (B)  such  corporation,
partnership,  division,  business or assets,  as applicable,  are located in the
United  States (or the  principal  place of business  with  respect  thereto and
substantially  all of the applicable assets are located in the United States) or
in any  country  included  on  Schedule  1.01(e)  or on a list  approved  by the
Required  Lenders  prior  to the  date  of such  acquisition.  For  purposes  of
determining  compliance  with  clause  (c)(i)  above,  the  principal  amount of
Indebtedness  assumed in  connection  with an  acquisition  shall be included in
calculating the consideration therefor.
<PAGE>

     "Permitted Investments" shall mean:

          (a)  direct  obligations  of,  or  obligations  the  principal  of and
     interest on which are  unconditionally  guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial  paper maturing within 270 days from the
     date of acquisition  thereof and having,  at such date of acquisition,  the
     highest credit rating  obtainable from Standard & Poor's Ratings Service or
     from Moody's Investors Service, Inc.;

          (c) investments in certificates of deposit,  banker's  acceptances and
     time deposits maturing within one year from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market  deposit  accounts
     issued or offered by, (i) the  Administrative  Agent or any domestic office
     of any  commercial  bank  organized  under the laws of the United States of
     America  or any State  thereof  or (ii) a  commercial  banking  institution
     organized  and  located in a country  recognized  by the  United  States of
     America, in each case that has a combined capital and surplus and undivided
     profits of not less than $250,000,000 (or the Dollar Equivalent  thereof in
     another currency);

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

          (e) investments in money market funds which invest  substantially  all
     their assets in  securities  of the types  described in clauses (a) through
     (d) above; and

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

     "person" shall mean any natural person, corporation,  business trust, joint
venture,  association,  company, limited liability company,  partnership,  other
business entity or government, or any agency or political subdivision thereof.

     "Plan"  shall  mean  any  employee  pension  benefit  plan  (other  than  a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section  307 of ERISA,  and in respect of which  Terex or any
ERISA Affiliate is (or, if such plan were  terminated,  would under Section 4069
of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.
<PAGE>

     "Pledge  Agreement" shall mean the Pledge  Agreement,  dated as of March 6,
1998, between Terex, its Subsidiaries party thereto and the Collateral Agent for
the benefit of the Secured Parties.

     "Pounds"  and "," shall mean  pounds  sterling  in lawful  currency  of the
United Kingdom.

     "Pro Forma  Acquisition  EBITDA"  shall mean with  respect to any entity or
business unit acquired or to be acquired in a Permitted Acquisition,  the amount
of  Consolidated  EBITDA of such entity or  business  unit (as if such entity or
business  unit  were  Terex)   determined   by  Terex  and   acceptable  to  the
Administrative Agent in its reasonable  discretion,  based upon and derived from
financial information delivered to Administrative Agent prior to consummation of
such Permitted Acquisition for the four-quarter period ending on the last day of
the  immediately  preceding  fiscal  quarter of such entity or business unit for
which such  financial  information  for such  entity or  business  unit has been
delivered  to the  Administrative  Agent,  adjusted by the  estimated  amount of
non-recurring  revenues  and  expenditures  with respect to the business of such
entity or business unit, as calculated by Terex and acceptable to Administrative
Agent  in its  reasonable  discretion.  On each  subsequent  determination  date
occurring within one year after the consummation of a Permitted Acquisition, the
entity's Pro Forma  Acquisition  EBITDA shall include the Pro Forma  Acquisition
EBITDA  only for those  fiscal  quarters  in the  trailing  four-quarter  period
occurring prior to the closing of such Permitted Acquisition.

     "Pro Rata Percentage" of any Revolving Credit Lender at any time shall mean
the  percentage of the Total  Revolving  Credit  Commitment  represented by such
Lender's Revolving Credit Commitment.

     "Program  Receivables"shall mean all trade receivables and related contract
rights originated and owned by the Borrower or any Restricted  Subsidiary (other
than an Inactive Subsidiary) and sold pursuant to the Receivables Program.

     "Purchase Money  Indebtedness"  shall mean 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 Terex or its
Restricted  Subsidiaries and which is incurred  substantially  concurrently with
such acquisition and is secured only by the assets so financed.

     "Receivables Program"shall mean, collectively, (a) the sale of, or transfer
of interests in,  Program  Receivables  to Finsub in exchange for  consideration
equal to the fair market value of such Program Receivables (i.e., a "true sale")
(provided that not less than 95% of such  consideration  shall be in the form of
cash) and (b) the sale of, or transfer of interests in, such Program Receivables

<PAGE>

by Finsub to special purpose trusts or corporations  which are not Affiliates of
the Borrower;  provided,  that all governing  terms and  conditions  (including,
without  limitation,  any terms or  conditions  providing  for  recourse  to the
Borrower  or any of its  Restricted  Subsidiaries  (other  than  Finsub)) of the
Receivables  Program  shall be  subject  to the prior  written  approval  of the
Administrative  Agent,  which  approval  shall not be  unreasonably  withheld or
delayed.

     "Receivables Program  Documentation" shall mean all written agreements that
may from time to time be entered into by Terex, any Restricted Subsidiary (other
than an Inactive  Subsidiary)  and/or Finsub in connection  with any Receivables
Program,  as such agreements may be amended,  supplemented or otherwise modified
from time to time in accordance with the provisions thereof and hereof.

     "Refinancing  Indebtedness" shall have the meaning assigned to such term in
Section 6.01(n).

     "Register" shall have the meaning given such term in Section 9.04(d).

     "Regulation U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Related  Business"  shall mean any business in the  manufacture or sale of
capital goods or parts or services,  or otherwise reasonably related,  ancillary
or complementary  to the businesses of Terex and its Restricted  Subsidiaries on
the Restatement Closing Date.

     "Release" shall mean any spilling,  leaking,  pumping,  pouring,  emitting,
emptying,  discharging,   injecting,  escaping,  leaching,  dumping,  disposing,
depositing,  dispersing,  emanating or migrating of any  Hazardous  Material in,
into, onto or through the environment.

     "Remedial  Action" shall mean (a) "remedial action" as such term is defined
in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental  Authority  or  voluntarily  undertaken  to: (i) clean up,  remove,
treat,  abate  or in  any  other  way  address  any  Hazardous  Material  in the
environment;  (ii)  prevent the Release or threat of  Release,  or minimize  the
further Release of any Hazardous  Material so it does not migrate or endanger or
threaten to endanger public health, welfare or the environment; or (iii) perform
studies and  investigations  in connection with, or as a precondition to, (i) or
(ii) above.

     "Required Lenders" shall mean, at any time, Lenders having Loans (excluding
Swingline Loans and A/C Fronted Loans), L/C Exposure,  Swingline  Exposure,  A/C
Fronted Exposure and unused Revolving Credit  Commitments  representing at least

<PAGE>

51% of the sum of all  Loans  outstanding  (excluding  Swingline  Loans  and A/C
Fronted  Loans),  L/C Exposure,  Swingline  Exposure,  A/C Fronted  Exposure and
unused  Revolving  Credit  Commitments at such time. For purposes of determining
the Required  Lenders on any date,  any amounts  denominated  in an  Alternative
Currency shall be translated into dollars at the Dollar  Equivalent in effect on
the most recent Calculation Date.

     "Responsible  Officer" of any person  shall mean any  executive  officer or
Financial  Officer  of such  person and any other  officer  or similar  official
thereof  responsible for the administration of the obligations of such person in
respect of this Agreement.

     "Restatement Closing Date" shall mean March 29, 2001.

     "Restricted  Subsidiary" shall mean (i) each direct or indirect  Subsidiary
of the Borrower  that is not an  Unrestricted  Subsidiary of the Borrower on the
Restatement  Closing  Date and (ii) each  direct or indirect  Subsidiary  of the
Borrower  organized or acquired after the Restatement  Closing Date that has not
been designated an Unrestricted  Subsidiary in accordance with the provisions of
Section 6.15. A Restricted Subsidiary may be referred to herein as a "Restricted
Domestic Subsidiary" or as a "Restricted Foreign Subsidiary", as applicable.

     "Revolving  Credit  Availability  Period" shall mean the period  commencing
with the  Restatement  Closing Date and ending on the Revolving  Credit Maturity
Date.

     "Revolving Credit Borrowing" shall mean a Borrowing  comprised of Revolving
Loans.

     "Revolving Credit  Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire  participations
in L/C  Disbursements,  Swingline  Loans and A/C Fronted Loans  hereunder as set
forth on Schedule 2.01(a), or in the Assignment and Acceptance pursuant to which
such Lender assumed its Revolving Credit Commitment,  as applicable, as the same
may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or
increased  from  time to  time  pursuant  to  assignments  by or to such  Lender
pursuant to Section 9.04.

     "Revolving  Credit  Exposure" shall mean, with respect to any Lender at any
time, the sum of (a) the aggregate  principal  amount of all outstanding  Dollar
Revolving  Loans of such Lender at such time,  (b) the Dollar  Equivalent of the
aggregate  principal  amount of all  outstanding  Revolving Loans of such Lender
that are Alternative Currency Loans at such time and (c) the aggregate amount of
such Lender's L/C Exposure,  Swingline Exposure and A/C Fronted Exposure at such
time.

     "Revolving  Credit  Lender"  shall mean a Lender  with a  Revolving  Credit
Commitment or an outstanding Revolving Loan.
<PAGE>

     "Revolving Credit Maturity Date" shall mean March 6, 2004.

     "Revolving Loans" shall mean the revolving loans made by the Lenders to any
Borrower pursuant to this Agreement. Each Revolving Loan shall be a Eurocurrency
Revolving Loan or an ABR Revolving Loan.

     "Sale and Leaseback" shall have the meaning set forth in Section 6.03.

     "Second-Tier  Foreign Subsidiary" shall mean any Foreign Subsidiary that is
not a Foreign Subsidiary Issuer or a Special Purpose Foreign Holding Subsidiary.

     "Secured  Parties"  shall  have the  meaning  assigned  to such term in the
Security  Agreement and shall also include each  Additional L/C Issuing Bank and
each Tranche C Lender.

     "Security  Agreement" shall mean the Security Agreement,  dated as of March
6, 1998, among Terex,  the  Subsidiaries  party thereto and the Collateral Agent
for the benefit of the Secured Parties.

     "Security Documents" shall mean the Mortgages,  the Security Agreement, the
Pledge  Agreement  and each of the  security  agreements,  mortgages  and  other
instruments  and  documents  executed  and  delivered  pursuant  to  any  of the
foregoing or pursuant to Section 5.11.

     "SPC" shall have the meaning assigned to such term in Section 9.04(j).

     "Special  Purpose  Foreign Holding  Subsidiary"  shall mean (a) any Foreign
Subsidiary  Issuer that does not engage in any trade or  business  or  otherwise
conduct  any  business  activity  other than (i) the  ownership  of any  Foreign
Subsidiary and activities  incidental to such ownership,  (ii) the incurrence of
Indebtedness  permitted  by Section  6.01 and (iii) the  making of  investments,
loans and advances  permitted by Section 6.04 or (b) any direct and wholly owned
subsidiary of a Special Purpose Foreign Holding  Subsidiary as defined in clause
(a) of this  definition  if such  direct and wholly  owned  subsidiary  does not
engage in any trade or business or  otherwise  conduct  any  business  activity,
other than (i) the ownership of any Foreign Subsidiary and activities incidental
to such ownership, (ii) the incurrence of Indebtedness permitted by Section 6.01
and (iii) the making of  investments,  loans and  advances  permitted by Section
6.04.

     "Statutory  Reserves" shall mean a fraction  (expressed as a decimal),  the
numerator of which is the number one and the  denominator of which is the number
one minus the  aggregate  of the  maximum  reserve  percentages  (including  any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal
established  by any  Governmental  Authority  to which banks are subject for any
category  of  deposits  or  liabilities  customarily  used to fund  loans  or by

<PAGE>

reference to which  interest  rates  applicable  to Loans are  determined.  Such
reserve,  liquid  asset or  similar  percentages  shall  include  those  imposed
pursuant  to  Regulation  D of the Board  (and for  purposes  of  Regulation  D,
Eurocurrency  Loans  denominated  in  dollars  shall  be  deemed  to  constitute
Eurocurrency  Liabilities).  Loans shall be deemed to be subject to such reserve
requirements  without benefit of or credit for proration,  exemptions or offsets
that may be available from time to time to any Lender under  Regulation D or any
other applicable law, rule or regulation.  Statutory  Reserves shall be adjusted
automatically  on and as of the  effective  date of any  change  in any  reserve
percentage.

     "subsidiary"  shall mean, with respect to any person (herein referred to as
the  "parent"),  any  corporation,  partnership,  association  or other business
entity (a) of which securities or other ownership  interests  representing  more
than 50% of the  equity or more than 50% of the  ordinary  voting  power or more
than 50% of the general partnership interests are, at the time any determination
is  being  made,  owned,  controlled  or held,  or (b) that is,  at the time any
determination  is  made,  otherwise  Controlled,  by the  parent  or one or more
subsidiaries of the parent or by the parent and one or more  subsidiaries of the
parent.

     "Subsidiary" shall mean any subsidiary of Terex.

     "Subsidiary Borrowers" shall mean, collectively, (a) the Scottish Borrower,
(b) the French Borrower,  (c) the Australian Borrower, (d) the Italian Borrower,
(e) the German Borrower, (f) Powerscreen and (g) the European Borrower.

     "Subsidiary Guarantee Agreement" shall mean the Guarantee Agreement,  dated
as of  March  6,  1998,  made  by the  Subsidiary  Guarantors  in  favor  of the
Collateral Agent for the benefit of the Secured Parties.

     "Subsidiary  Guarantors"  shall mean each person listed on Schedule 1.01(b)
and each other person that becomes party to a Subsidiary  Guarantee Agreement as
a Guarantor, and the permitted successors and assigns of each such person.

     "Swingline Commitment" shall mean the commitment of the Swingline Lender to
make loans pursuant to Section 2.22.

     "Swingline  Exposure" shall mean at any time the aggregate principal amount
at such time of all outstanding  Swingline Loans. The Swingline  Exposure of any
Revolving  Credit Lender at any time shall equal its Pro Rata  Percentage of the
aggregate Swingline Exposure at such time.

     "Swingline Lender" shall mean CSFB.

     "Swingline  Loan" shall mean any loan made by the Swingline Lender pursuant
to its Swingline Commitment.
<PAGE>

     "Terex Guarantee  Agreement" shall mean the Guarantee Agreement dated as of
March 6, 1998, made by Terex in favor of the Collateral Agent for the benefit of
the Secured Parties.

     "Term  Loans"  shall mean the Tranche B Term Loans and,  unless the context
otherwise requires, the Tranche C Term Loans.

     "Total  Debt"  shall  mean,  as  of  any  date  of  determination,  without
duplication,  the aggregate  principal  amount of  Indebtedness of Terex and its
Restricted   Subsidiaries   outstanding  as  of  such  date,   determined  on  a
consolidated  basis (other than  Indebtedness  of the type referred to in clause
(j) of the  definition of the term  "Indebtedness",  except to the extent of any
unreimbursed drawings thereunder).  For purposes of calculating the Consolidated
Leverage  Ratio on any  date,  the  amount of Total  Debt on such date  shall be
reduced by the amount,  if any,  that cash on the balance sheet of Terex and its
consolidated Restricted Subsidiaries on such date exceeds $5,000,000.

     "Total Revolving Credit  Commitment" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time.

     "Tranche B Maturity Date" shall mean March 6, 2005.

     "Tranche B Term  Borrowing"  shall mean a Borrowing  comprised of Tranche B
Term Loans.

     "Tranche B Term Loan  Repayment  Date" shall have the  meaning  assigned to
such term in Section 2.11(a).

     "Tranche  B Term  Loans"  shall  mean the  Tranche B Term Loans made by the
Lenders to Terex pursuant to the Original Credit Agreement.  Each Tranche B Term
Loan shall be either a Eurocurrency Tranche B Term Loan or an ABR Tranche B Term
Loan.

     "Tranche  C  Commitment"   shall  mean  the  Tranche  C  Revolving   Credit
Commitments and any Incremental  Term Loan Commitment (as defined in the Tranche
C Credit Agreement).

     "Tranche  C Credit  Agreement"  shall mean the  Tranche C Credit  Agreement
dated as of July 2, 1999,  as amended and restated as of July 12, 1999 and as of
the Restatement  Closing Date,  among Terex, the lenders from time to time party
thereto  and CSFB,  as  administrative  agent and as  collateral  agent for such
lenders, as amended, supplemented or otherwise modified from time to time.

         "Tranche C Lenders" shall mean the lenders from time to time party to
the Tranche C Credit Agreement.
<PAGE>

     "Tranche  C Loans"  shall mean the  Tranche C Term Loans and the  Tranche C
Revolving Loans.

     "Tranche C Revolving Credit  Commitments" shall mean the commitments of the
Tranche C Lenders to make  Tranche C  Revolving  Loans to Terex  pursuant to the
Tranche C Credit Agreement.

     "Tranche C Revolving Loans" shall mean the revolving loans made to Terex by
the Tranche C Lenders from time to time under the Tranche C Credit Agreement.

     "Tranche C Term  Loans"  shall mean the term loans  (including  Incremental
Term Loans, as defined in the Tranche C Credit  Agreement) made by the Tranche C
Lenders to Terex pursuant to the Tranche C Credit Agreement.

     "Transactions"  shall  have the  meaning  assigned  to such term in Section
3.02.

     "Type",  when used in respect of any Loan or Borrowing,  shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing  is  determined  and the  currency  in which  such  Loan or the  Loans
comprising such Borrowing is denominated.  For purposes hereof,  the term "Rate"
shall include the Adjusted LIBO Rate,  the Alternate Base Rate and the rate with
respect to any Foreign Base Rate Loan,  and currency  shall include  dollars and
any Alternative Currency permitted hereunder.

     "Unrestricted  Subsidiary"  shall mean any  Subsidiary of the Borrower that
has been  designated as an Unrestricted  Subsidiary by the Borrower  pursuant to
and in  compliance  with Section 6.15. No  Unrestricted  Subsidiary  may own any
capital stock of a Restricted Subsidiary.

     "UK Holdings"  shall mean New Terex Holdings UK Limited,  a limited company
incorporated under the laws of England.

     "wholly  owned  Subsidiary"  of any person shall mean a subsidiary  of such
person of which securities  (except for directors'  qualifying  shares) or other
ownership  interests  representing  100% of the  equity or 100% of the  ordinary
voting power or 100% of the general  partnership  interests are, at the time any
determination is being made, owned,  controlled or held by such person or one or
more wholly owned  subsidiaries of such person or by such person and one or more
wholly owned  subsidiaries  of such person;  provided that each of Terex Cranes,
Inc., P.P.M. Cranes, Inc., P.P.M. S.A., and any future wholly owned subsidiaries
of any of the foregoing shall be deemed to be wholly owned Subsidiaries, in each
case 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) the Original

<PAGE>

Closing Date or (b) the date such entity is incorporated or acquired by Terex or
one or more wholly owned Subsidiaries.

     "Withdrawal  Liability"  shall mean liability to a Multiemployer  Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Terms Generally.  The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be  followed by the phrase  "without  limitation".  All  references
herein to Articles,  Sections, Exhibits and Schedules shall be deemed references
to Articles  and Sections of, and  Exhibits  and  Schedules  to, this  Agreement
unless the  context  shall  otherwise  require.  Except as  otherwise  expressly
provided herein,  (a) any reference in this Agreement to any Loan Document shall
mean such document as amended, restated, supplemented or otherwise modified from
time to time and (b) all terms of an  accounting  or  financial  nature shall be
construed in  accordance  with GAAP,  as in effect from time to time;  provided,
however,  that if Terex notifies the  Administrative  Agent that Terex wishes to
amend any  covenant in Article VI or any related  definition  to  eliminate  the
effect of any change in GAAP  occurring  after the date of this Agreement on the
operation of such covenant (or if the  Administrative  Agent notifies Terex that
the Required Lenders wish to amend Article VI or any related definition for such
purpose),  then Terex's compliance with such covenant shall be determined on the
basis of GAAP in effect  immediately  before the relevant  change in GAAP became
effective,  until either such notice is withdrawn or such covenant is amended in
a manner satisfactory to Terex and the Required Lenders.

     SECTION 1.03.  Exchange Rates. On each Calculation Date, the Administrative
Agent shall determine the Exchange Rate as of such  Calculation  Date to be used
for calculating  relevant Dollar Equivalent and Alternative  Currency Equivalent
amounts.  The  Exchange  Rates so  determined  shall  become  effective  on such
Calculation  Date, shall remain effective until the next succeeding  Calculation
Date and shall for all  purposes of this  Agreement  (other  than any  provision
expressly  requiring the use of a current  Exchange  Rate) be the Exchange Rates
employed in converting any amounts between the applicable currencies.

     SECTION 1.04. Classification of Loans and Borrowings.  For purposes of this
Agreement,  Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g.,  a  "Eurocurrency  Loan") or by Class and Type (e.g., a
"Eurocurrency  Revolving Loan").  Borrowings also may be classified and referred
to by Class (e.g., a "Revolving  Borrowing")  or by Type (e.g., a  "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").
<PAGE>


                                   ARTICLE II

                                   The Credits

     SECTION  2.01.  Commitments  and Loans.  (a) The  Borrowers and the Lenders
acknowledge the making of the Tranche B Term Loans on the Original  Closing Date
pursuant  to the  Original  Credit  Agreement  and agree that the Tranche B Term
Loans shall continue to be  outstanding  pursuant to the terms and conditions of
this Agreement and the other Loan Documents.  The aggregate  principal amount of
the Tranche B Term Loans of each Lender  outstanding on the Restatement  Closing
Date  (after  giving  effect  to  the  prepayments  thereof  to be  made  on the
Restatement Closing Date) is set forth on Schedule 2.01. Amounts paid or prepaid
in respect of Tranche B Term Loans may not be reborrowed.

     (b) The Borrowers and the Lenders  acknowledge  the making of the Tranche A
Term  Loans  under and as  defined  in the  Original  Credit  Agreement.  On the
Restatement  Closing Date, all the  outstanding  Tranche A Term Loans shall have
been prepaid.

     (c)   Subject  to  the  terms  and   conditions   and   relying   upon  the
representations  and warranties herein set forth, each Lender agrees,  severally
and not jointly to make Revolving  Loans to the Borrowers,  at any time and from
time to time during the  Revolving  Credit  Availability  Period,  and until the
earlier  of the  Revolving  Credit  Maturity  Date  and the  termination  of the
Revolving Credit  Commitment of such Lender in accordance with the terms hereof,
in dollars (in the case of Terex),  Euro (in the case of the European  Borrower,
the French Borrower,  the Italian Borrower and the German Borrower),  Pounds (in
the case of the  European  Borrower,  Scottish  Borrower  and  Powerscreen)  and
Australian  Dollars (in the case of the  Australian  Borrower)  in an  aggregate
principal  amount at any time  outstanding that will not result in such Lender's
Revolving Credit Exposure  exceeding such Lender's  Revolving Credit Commitment;
provided,  however, that the Alternative Currency Revolving Credit Exposure with
respect to any Alternative  Currency or Borrower,  as the case may be, shall not
exceed the sublimit for such Alternative  Currency or Borrower,  as the case may
be, set forth in Schedule 2.01(b).  Within the limits set forth in the preceding
sentence and subject to the terms,  conditions and limitations set forth herein,
the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.

     SECTION  2.02.  Loans.  (a) Each Loan  (other  than A/C  Fronted  Loans and
Swingline  Loans) to be made on or after the  Restatement  Closing Date shall be
made as part of a Borrowing  consisting of Loans made by the Lenders  ratably in
accordance with their Revolving Credit Commitments;  provided, however, that the
failure  of any Lender to make any Loan  shall not in itself  relieve  any other
Lender of its obligation to lend hereunder (it being understood,  however,  that
no Lender shall be  responsible  for the failure of any other Lender to make any
Loan  required to be made by such other  Lender).  Except for Loans  deemed made
pursuant to Section  2.02(f),  the Loans comprising any Borrowing shall be in an

<PAGE>

aggregate  principal amount that is (i) an integral multiple of $100,000 (or the
Alternative  Currency  Equivalent  thereof) and not less than $2,500,000 (or the
Alternative  Currency  Equivalent  thereof)  or  (ii)  equal  to  the  remaining
available  balance of the applicable  Commitments.  As provided in Section 2.03,
each  request  for a  Borrowing  shall  state the  amount  requested  in dollars
(whether or not such Borrowing is to be an Alternative Currency Borrowing).

     (b)  Subject to Sections  2.08,  2.15 and 2.24,  (i) each Dollar  Borrowing
shall be  comprised  entirely  of ABR Loans or  Eurocurrency  Loans as Terex may
request  pursuant to Section 2.03 and (ii) each Alternative  Currency  Borrowing
shall be comprised entirely of Eurocurrency Loans. Each Lender may at its option
make any  Eurocurrency  Loan by causing any  domestic or foreign  branch of such
Lender to make such Loan;  provided  that any  exercise of such option shall not
affect  the  obligation  of the  applicable  Borrower  to  repay  such  Loan  in
accordance  with the terms of this  Agreement.  Borrowings of more than one Type
may be outstanding at the same time; provided,  however,  that no Borrower shall
be entitled to request any Borrowing that, if made, would result in more than 15
Eurocurrency  Borrowings  outstanding hereunder at any time. For purposes of the
foregoing,  Borrowings  having  different  Interest  Periods or  denominated  in
different  currencies,  regardless  of whether  they  commence on the same date,
shall be considered separate Borrowings.

     (c) Except with  respect to Loans made  pursuant to Section  2.02(f),  each
Lender  shall make each Dollar Loan to be made by it  hereunder  on the proposed
date thereof by wire transfer of immediately  available funds to such account in
New York City as the  Administrative  Agent may  designate  not later than 11:00
a.m.,  New York City time,  and the  Administrative  Agent shall,  promptly upon
receipt  thereof,  credit the amounts so received to an account as designated by
Terex, in the applicable Borrowing Request or, if a Borrowing shall not occur on
such date because any condition  precedent  herein specified shall not have been
met, return the amounts so received to the respective Lenders. Each Lender shall
make each  Alternative  Currency Loan to be made by it hereunder on the proposed
date thereof by wire transfer of immediately  available funds to such account in
the jurisdiction of the applicable  Alternative  Currency as the  Administrative
Agent may designate  for such purposes not later than 11:00 a.m.,  local time of
such  jurisdiction,  and the Administrative  Agent shall,  promptly upon receipt
thereof,  credit the  amounts so  received  to an account as  designated  by the
applicable Borrower in the applicable Borrowing Request or, if a Borrowing shall
not occur on such date because any condition  precedent  herein  specified shall
not have been met, return the amounts so received to the respective Lenders.

     (d) Unless the  Administrative  Agent  shall have  received  notice  from a
Lender  prior  to the  date of any  Borrowing  that  such  Lender  will not make
available to the  Administrative  Agent such Lender's portion of such Borrowing,
the  Administrative  Agent may assume  that such  Lender  has made such  portion
available  to the  Administrative  Agent  on  the  date  of  such  Borrowing  in
accordance  with  paragraph  (c)  above and the  Administrative  Agent  may,  in

<PAGE>

reliance upon such assumption, make available to the applicable Borrower on such
date a  corresponding  amount.  If the  Administrative  Agent shall have so made
funds  available  then,  to the extent that such Lender shall not have made such
portion  available to the  Administrative  Agent, such Lender and the applicable
Borrower  severally  agree to repay to the  Administrative  Agent  forthwith  on
demand such  corresponding  amount together with interest thereon,  for each day
from the date such amount is made available to such Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of any Borrower,
the interest rate applicable at the time to the Loans  comprising such Borrowing
and (ii) in the case of such Lender,  a rate  determined  by the  Administrative
Agent to represent its cost of overnight or short-term  funds in the  applicable
currency (which  determination  shall be conclusive  absent manifest error).  If
such Lender shall repay to the Administrative  Agent such corresponding  amount,
such amount shall  constitute  such Lender's Loan as part of such  Borrowing for
purposes of this Agreement.

     (e)  Notwithstanding  any other  provision of this  Agreement,  no Borrower
shall  be  entitled  to  request  any  Interest   Period  with  respect  to  any
Eurocurrency  Borrowing or A/C Fronted  Fixed Rate Loan that would end after the
Revolving  Credit  Maturity Date or the Tranche B Maturity Date, as the case may
be.

     (f) If any  Issuing  Bank shall not have  received  from any  Borrower  the
payment  required to be made by it pursuant to Section  2.23(e)  within the time
specified  in  such  Section,   such  Issuing  Bank  will  promptly  notify  the
Administrative  Agent of the L/C Disbursement and the Administrative  Agent will
promptly notify each Revolving  Credit Lender of such L/C  Disbursement  and its
Pro Rata  Percentage  thereof.  In the case of Letters of Credit  denominated in
dollars,  each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the  Administrative  Agent not later than 2:00 p.m., New York
City time, on such date (or, if such Revolving Credit Lender shall have received
such notice later than 12:00  (noon),  New York City time, on any day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day),
an amount in dollars  equal to such  Lender's  Pro Rata  Percentage  of such L/C
Disbursement (it being understood that such amount shall be deemed to constitute
an ABR  Revolving  Loan of such Lender and such payment  shall be deemed to have
reduced the L/C Exposure), and the Administrative Agent will promptly pay to the
applicable  Issuing  Bank  amounts so received by it from the  Revolving  Credit
Lenders.  In the case of  Letters  of Credit  denominated  in  Marks,  Pounds or
Francs,  each Revolving  Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent not later than 2:00 p.m., local time
of the  jurisdiction  of such  Alternative  Currency,  on such  date (or if such
Revolving Credit Lender shall have received such notice later than 12:00 (noon),
local time of such jurisdiction,  on the immediately following Business Day), an
amount in such  Alternative  Currency equal to such Lender's Pro Rata Percentage
of such L/C  Disbursement  (it being understood that such amount shall be deemed
to constitute an  Alternative  Currency  Revolving  Loan of such Lender and such
payment   shall  be  deemed  to  have  reduced  the  L/C   Exposure),   and  the

<PAGE>

Administrative Agent will promptly pay to the applicable Issuing Bank amounts so
received  by it from the  Revolving  Credit  Lenders.  In the case of Letters of
Credit  denominated in any  Alternative  Currency other than Pounds or Euro, the
Administrative  Agent shall notify each  Revolving  Credit  Lender of the Dollar
Equivalent of the L/C  Disbursement  and of such Revolving  Credit  Lender's Pro
Rata  Percentage  thereof,  and each  Revolving  Credit Lender shall pay by wire
transfer of immediately  available funds to the  Administrative  Agent not later
than 2:00 p.m., New York City time, on such date (or, if such  Revolving  Credit
Lender shall have received  such notice later than 12:00  (noon),  New York City
time,  on any day,  not  later  than  10:00  a.m.,  New York city  time,  on the
immediately following Business Day), an amount in dollars equal to such Lender's
Pro Rata  Percentage of such L/C  Disbursement  (it being  understood  that such
amount shall be deemed to constitute  an ABR  Revolving  Loan of such Lender and
such  payment  shall  be  deemed  to have  reduced  the L/C  Exposure),  and the
Administrative Agent will promptly pay to the applicable Issuing Bank amounts so
received by it from the Revolving Credit Lenders.  The Administrative Agent will
promptly pay to the applicable  Issuing Bank any amounts received by it from any
Borrower pursuant to Section 2.23(e) prior to the time that any Revolving Credit
Lender  makes any  payment  pursuant to this  paragraph  (f);  any such  amounts
received by the Administrative Agent thereafter will be promptly remitted by the
Administrative  Agent to the Revolving  Credit Lenders that shall have made such
payments and to the applicable  Issuing Bank, as their interests may appear.  If
any Revolving  Credit Lender shall not have made its Pro Rata Percentage of such
L/C Disbursement  available to the Administrative  Agent as provided above, such
Lender and the  applicable  Borrower  severally  agree to pay  interest  on such
amount,  for each day from and  including the date such amount is required to be
paid in accordance  with this paragraph to but excluding the date such amount is
paid, to the Administrative Agent for the account of the applicable Issuing Bank
at (i) in the case of any Borrower,  a rate per annum equal to the interest rate
applicable to Revolving Loans pursuant to Section 2.06(a),  and (ii) in the case
of such Lender,  for the first such day, a rate determined by the Administrative
Agent to represent its cost of overnight funds in the applicable  currency,  and
for each day thereafter, (x) if such L/C Disbursement is denominated in dollars,
the Alternate Base Rate, and (y) if such L/C  Disbursement  is denominated in an
Alternative Currency, the applicable Foreign Base Rate.

     SECTION 2.03. Borrowing  Procedure.  In order to request a Borrowing (other
than a Swingline  Loan,  an A/C Fronted Loan or a deemed  Borrowing  pursuant to
Section 2.02(f),  as to which this Section 2.03 shall not apply), the applicable
Borrower  shall hand  deliver or  telecopy  to the  Administrative  Agent a duly
completed  Borrowing Request (or telephone the  Administrative  Agent,  promptly
confirmed with a written and duly completed  Borrowing  Request) (a) in the case
of a Eurocurrency Borrowing (other than an Alternative Currency Borrowing),  not
later than  12:00  (noon),  New York City time,  three  Business  Days  before a

<PAGE>

proposed Borrowing,  (b) in the case of an Alternative  Currency Borrowing,  not
later than 12:00  (noon),  local time of the  jurisdiction  of such  Alternative
Currency,  three Business Days before the date of the proposed Borrowing and (c)
in the case of an ABR  Borrowing,  not later than 1:00 p.m., New York City time,
one Business Day before a proposed Borrowing.  Each Borrowing Request (including
a telephonic  Borrowing Request) shall be irrevocable,  shall be signed by or on
behalf of such Borrower and shall specify the following information: (i) whether
such Borrowing is to be a Dollar Borrowing or an Alternative Currency Borrowing;
(ii) if such Borrowing is to be  denominated  in dollars,  whether it is to be a
Eurocurrency  Borrowing or an ABR  Borrowing;  (iii) the date of such  Borrowing
(which shall be a Business Day);  (iv) the number and location of the account to
which funds are to be disbursed  (which shall be an account that  complies  with
the  requirements of Section  2.02(c));  (v) the amount of such Borrowing (which
shall  be  specified  in  dollars,  even if such  Borrowing  is to be made in an
Alternative  Currency);  (vi) subject to the  limitations  of Section 2.01,  the
currency of such Borrowing;  and (vii) if such Borrowing is to be a Eurocurrency
Borrowing, the initial Interest Period with respect thereto; provided,  however,
that,  notwithstanding any contrary specification in any Borrowing Request, each
requested  Borrowing  shall  comply with the  requirements  set forth in Section
2.02.  If no election as to the  currency of  Borrowing is specified in any such
notice,  then the requested  Borrowing shall be denominated in the only currency
permitted  to be  borrowed by such  Borrower  pursuant  to Section  2.01.  If no
election as to the Type of Borrowing  is specified in any such notice,  then the
requested  Borrowing  shall be an ABR Borrowing if  denominated  in dollars or a
Eurocurrency Borrowing if denominated in an Alternative Currency. If no Interest
Period with  respect to any  Eurocurrency  Borrowing  is  specified  in any such
notice,  then such Borrower shall be deemed to have selected an Interest  Period
of one month's  duration.  The  Administrative  Agent shall promptly  advise the
applicable  Lenders of any notice  given  pursuant to this Section 2.03 (and the
contents thereof),  of each Lender's portion of the requested  Borrowing and the
account to which Loans made in connection with the requested Borrowing are to be
wired.

     SECTION  2.04.  Evidence of Debt;  Repayment  of Loans.  (a) Each  Borrower
hereby  unconditionally  promises  to pay to the  Administrative  Agent  for the
account of the Swingline  Lender or each other Lender  entitled  thereto (i) the
then unpaid  principal  amount of each  Swingline  Loan,  on the last day of the
Interest Period applicable to such Loan or, if earlier,  on the Revolving Credit
Maturity  Date,  (ii) the  principal  amount of each Tranche B Term Loan of such
Lender as provided in Section 2.11 and (iii) the then unpaid principal amount of
each Revolving Loan and A/C Fronted Loan on the Revolving Credit Maturity Date.

     (b) Each Lender shall  maintain in  accordance  with its usual  practice an
account or accounts  evidencing the indebtedness of each Borrower to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

     (c) The  Administrative  Agent  shall  maintain  accounts  in which it will
record  (i) the amount of each Loan made  hereunder,  the Type  thereof  and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable  from each  Borrower to each Lender
hereunder and (iii) the amount of any sum received by the  Administrative  Agent
hereunder from each Borrower or any Guarantor and each Lender's share thereof.
<PAGE>

     (d) The entries made in the accounts  maintained pursuant to paragraphs (b)
and (c) above shall be prima facie  evidence of the existence and amounts of the
obligations therein recorded;  provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the  obligations  of any Borrower to repay the Loans in
accordance with their terms.

     (e)  Any  Lender  may  request  that  Loans  made by it be  evidenced  by a
promissory  note. In such event,  the Borrower shall execute and deliver to such
Lender a  promissory  note payable to the order of such Lender (or, if requested
by such  Lender,  to such Lender and its  registered  assigns) and in a form and
substance  reasonably  acceptable to the Administrative  Agent and the Borrower.
Notwithstanding  any other provision of this Agreement,  in the event any Lender
shall  request  and  receive a  promissory  note  payable to such Lender and its
registered  assigns,  the interests  represented by such note shall at all times
(including  after any  assignment of all or part of such  interests  pursuant to
Section  9.04) be  represented  by one or more  promissory  notes payable to the
payee named therein or its registered assigns.

     SECTION  2.05.  Fees.  (a) Terex  agrees to pay to each  Lender in dollars,
through the Administrative  Agent, on the last day of March, June, September and
December in each year and on each date on which any Revolving Credit  Commitment
of such Lender shall expire or be terminated as provided  herein, a facility fee
(a "Facility  Fee") equal to the Applicable  Percentage per annum in effect from
time to time on the total amount of the  Revolving  Credit  Commitments  of such
Lender  (but not the A/C  Fronting  Commitments  or the  Swingline  Commitments)
during the preceding  quarter (or other period ending with the Revolving  Credit
Maturity  Date, or the date on which the Revolving  Credit  Commitments  of such
Lender shall expire or be terminated);  provided, however, that if any Revolving
Credit Exposure remains outstanding following any such expiration or termination
of the  Revolving  Credit  Commitments,  the Facility  Fees with respect to such
Revolving Credit Exposure shall continue to accrue for so long as such Revolving
Credit Exposure remains outstanding and shall be payable on demand. All Facility
Fees shall be  computed on the basis of the actual  number of days  elapsed in a
year of 360 days. The Facility Fee due to each Lender commenced to accrue on and
including  the  Original  Closing  Date and shall cease to accrue on the date on
which  the  Revolving  Credit  Commitment  of such  Lender  shall  expire  or be
terminated as provided  herein and there is not any remaining  Revolving  Credit
Exposure.

     (b) Each Borrower agrees to pay to the Administrative Agent in dollars, for
its own  account,  the  administrative  fees set forth in the Fee  Letter at the
times and in the amounts specified therein (the "Administrative Agent Fees").
<PAGE>

     (c)  Each  Borrower  agrees  to pay (i) to each  Revolving  Credit  Lender,
through the Administrative  Agent, on the last day of March, June, September and
December of each year and on the date on which the Revolving  Credit  Commitment
of  such  Lender  shall  be  terminated  as  provided  herein,  a fee  (an  "L/C
Participation  Fee")  calculated  on such  Lender's Pro Rata  Percentage  of the
average daily aggregate L/C Exposure (excluding the portion thereof attributable
to  unreimbursed  L/C  Disbursements)  during the preceding  quarter (or shorter
period commencing with the Restatement Closing Date or ending with the Revolving
Credit  Maturity  Date or the date on which  all  Letters  of  Credit  have been
canceled or have expired and the  Revolving  Credit  Commitments  of all Lenders
shall have been  terminated) at a rate equal to the Applicable  Percentage  from
time to time used to determine the interest rate on Revolving Credit  Borrowings
comprised  of  Eurocurrency  Loans  pursuant to Section  2.06,  and (ii) to each
Issuing Bank with respect to each Letter of Credit  issued by it on the last day
of March,  June,  September  and December in each year and on each date on which
any  Revolving  Credit  Commitment  shall expire or be  terminated  as set forth
herein a  fronting  fee equal to 0.125%  per annum on the  amount of  Letters of
Credit issued by such Issuing Bank and outstanding  during the preceding quarter
(or other period ending with the Revolving  Credit  Maturity Date or the date on
which the  Revolving  Credit  Commitments  shall expire or be  terminated)  (the
"Issuing Bank Fees").  All L/C Participation Fees and Issuing Bank Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360 days
and shall be payable in dollars.

     (d) Except as provided in Section 2.24(e),  each A/C Fronting Lender agrees
to pay to each Revolving  Credit Lender,  through the  Administrative  Agent, on
each  Interest  Payment  Date with respect to each A/C Fronted Loan made by such
A/C Fronting Lender, a fee (an "A/C Participation  Fee") equal to such Revolving
Credit  Lender's Pro Rata  Percentage of the Applicable  Percentage  received by
such A/C Fronting  Lender from or on behalf of the  applicable  Borrower on such
Interest Payment Date in respect of such A/C Fronted Loan. All A/C Participation
Fees shall be payable (i) in the currency in which they were received by the A/C
Fronting Lender and (ii) only to the extent received by the A/C Fronting Lender.

     (e) Each of the  Australian  Borrower  and the Italian  Borrower  severally
agrees to pay to the Australian Fronting Lender and the Italian Fronting Lender,
respectively,  on the last day of March,  June,  September  and December in each
year and on each date on which the A/C Fronting  Commitment of such Lender shall
expire or be  terminated  as set forth herein a fronting fee equal to 0.125% per
annum on the  aggregate  principal  amount of A/C  Fronted  Loans of such Lender
outstanding during the preceding quarter (or other period commencing on the date
hereof or ending with the  Revolving  Credit  Maturity Date or the date on which
the A/C Fronting  Commitment  shall expire or be terminated)  (the "A/C Fronting
Fees").  All A/C  Fronting  Fees  shall be  computed  on the basis of the actual
number of days elapsed in a year of 360 days and shall be payable in  Australian
Dollars or Euro, as the case may be.
<PAGE>

     (f) All Fees  shall be paid on the  dates  due,  in  immediately  available
funds,  to the  Administrative  Agent for  distribution,  if and as appropriate,
among the Lenders,  except that the Issuing Bank Fees shall be paid  directly to
the  applicable  Issuing Bank.  Once paid,  none of the Fees shall be refundable
under any circumstances.

     SECTION 2.06.  Interest on Loans.  (a) Subject to the provisions of Section
2.07, the Loans  comprising  each ABR Borrowing,  including each Swingline Loan,
shall bear interest  (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is  determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the sum of (i) the Alternate Base Rate
and (ii) the Applicable Percentage for such Loans in effect from time to time.

     (b) Subject to the provisions of Section 2.07,  each Foreign Base Rate Loan
shall bear interest  (computed on the basis of the actual number of days elapsed
over a year of 360 days or, in the case of Foreign  Base Rate Loans  denominated
in Pounds, 365 or 366 days, as the case may be) at a rate per annum equal to the
sum of (i) the rate set forth in the  definition  of the term "Foreign Base Rate
Loans" and (ii) the Applicable Percentage for ABR Revolving Loans in effect from
time to time.

     (c) Subject to the  provisions of Section 2.07, the Loans  comprising  each
Eurocurrency  Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed  over a year of 360 days or, in the case of  Eurocurrency
Loans denominated in Pounds,  365 or 366 days, as the case may be) at a rate per
annum equal to the sum of (i) the Adjusted LIBO Rate for the Interest  Period in
effect for such Borrowing and (ii) the  Applicable  Percentage for such Loans in
effect from time to time.

     (d)  Interest  on each Loan shall be payable  (i) on the  Interest  Payment
Dates applicable to such Loan except as otherwise provided in this Agreement and
(ii) in the currency in which such Loan is denominated. The applicable Alternate
Base Rate or  Adjusted  LIBO  Rate for each  Interest  Period  or day  within an
Interest Period,  as the case may be, shall be determined by the  Administrative
Agent, and such determination shall be conclusive absent manifest error.

     (e) Any changes to interest  rates  applicable to the Loans  outstanding on
the Restatement  Closing Date under the Original Credit Agreement as a result of
the Amendment  Agreement shall be effective on and as of the Restatement Closing
Date.

     SECTION  2.07.  Default  Interest.  If any  Borrower  shall  default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder,  by acceleration or otherwise,  or under any other Loan Document,
such  Borrower  shall on demand  from time to time pay  interest,  to the extent
permitted by law, on such  defaulted  amount to but excluding the date of actual
payment  (after as well as before  judgment)  (a) in the case of the Loans,  the
rate that would  otherwise be applicable  thereto  pursuant to Section 2.06 plus

<PAGE>

2%,  (b)  in  the  case  of  reimbursement   obligations  with  respect  to  L/C
Disbursements owing in dollars,  the rate applicable to ABR Revolving Loans plus
2% and  (c)  in the  case  of  reimbursement  obligations  with  respect  to L/C
Disbursements  owing in Alternative  Currencies,  the rate applicable to Foreign
Base Rate Loans that are Revolving  Credit Loans for the Applicable  Alternative
Currency  plus  2%,  (d) in the  case of any  interest  payable  on any  Loan or
reimbursement  obligation  with respect to any L/C  Disbursement or any Facility
Fee or other  amount  payable  hereunder,  at a rate per annum equal to the rate
applicable  to ABR Loans (or, in the case of interest,  fees or amounts owing on
account of obligations denominated in Alternative Currencies,  Foreign Base Rate
Loans) that are Tranche B Term Loans or Revolving Loans, as applicable,  plus 2%
(or, in the case of fees,  reimbursements  or any such other amounts that do not
relate to Tranche B Term Loans or the Revolving Credit  Exposure,  the Alternate
Base Rate plus 3.00%).

     SECTION  2.08.  Alternate  Rate  of  Interest.  In the  event,  and on each
occasion,  that on the day two Business  Days prior to the  commencement  of any
Interest Period for a Eurocurrency Borrowing the Administrative Agent shall have
determined  that (a) deposits in the principal  amounts of the Loans  comprising
such Borrowing are not generally  available in the relevant  market,  or (b) the
rates at which such  deposits are being offered will not  adequately  and fairly
reflect the cost to any Lender of making or maintaining  its  Eurocurrency  Loan
during  such  Interest  Period,  or  (c)  reasonable  means  do  not  exist  for
ascertaining the Adjusted LIBO Rate, the Administrative  Agent shall, as soon as
practicable  thereafter,   give  written  or  telecopy  notice  explaining  such
determination  to the applicable  Borrower and the Lenders.  In the event of any
such  determination,  until the  Administrative  Agent shall have  advised  such
Borrower  and the Lenders that the  circumstances  giving rise to such notice no
longer  exist,  any  request  by  such  Borrower  for a  Eurocurrency  Borrowing
denominated in dollars  pursuant to Section 2.03 or 2.10 shall be deemed to be a
request for an ABR Borrowing.  Each  determination by the  Administrative  Agent
hereunder  shall be  conclusive  absent  manifest  error and any request by such
Borrower for a Eurocurrency  Borrowing  denominated in any Alternative  Currency
pursuant  to Section  2.03 or 2.10 shall be deemed to be a request for a Foreign
Base Rate Loan.

     SECTION 2.09.  Termination and Reduction of Commitments.  (a) The Revolving
Credit Commitments,  the Swingline Commitments, the A/C Fronting Commitments and
the  L/C  Commitment  shall  automatically  terminate  on the  Revolving  Credit
Maturity Date.

     (b) Upon at  least  three  Business  Days'  prior  irrevocable  written  or
telecopy  notice  to the  Administrative  Agent,  Terex may at any time in whole
permanently  terminate,  or from time to time in part  permanently  reduce,  the
Commitments; provided, however, that (i) each partial reduction of either of the
Revolving Credit  Commitments shall be in an integral multiple of $1,000,000 and
in a minimum amount of $5,000,000 and (ii) the Total Revolving Credit Commitment

<PAGE>

shall not be  reduced  to an amount  that is less than the sum of the  Aggregate
Revolving Credit Exposure at the time.

     (c) Each reduction in the Revolving Credit  Commitments  hereunder shall be
made ratably among the Lenders in  accordance  with their  respective  Revolving
Credit Commitments.  Terex shall pay to the Administrative Agent for the account
of the applicable  Lenders,  on the date of each  termination or reduction,  the
Facility Fees on the amount of any Revolving Credit Commitments so terminated or
reduced accrued to but excluding the date of such termination or reduction.

     SECTION 2.10.  Conversion and  Continuation  of  Borrowings.  Each Borrower
shall  have  the  right  at  any  time  upon  prior  irrevocable  notice  to the
Administrative  Agent (a) not later  than 1:00  p.m.,  New York City  time,  one
Business  Day  prior  to  conversion,  to  convert  any  Eurocurrency  Borrowing
denominated in dollars into an ABR  Borrowing,  (b) not later than 12:00 (noon),
New  York  City  time  (or  local  time in the  jurisdiction  of the  applicable
Alternative Currency, in the case of a continuation of the Interest Period for a
Eurocurrency Borrowing in an Alternative Currency), three Business Days prior to
conversion or  continuation,  to convert any ABR Borrowing  into a  Eurocurrency
Borrowing denominated in dollars or to continue any Eurocurrency  Borrowing as a
Eurocurrency  Borrowing in the same currency for an additional  Interest Period,
and (c) not later  than 12:00  (noon),  New York City time (or local time in the
jurisdiction of the applicable Alternative Currency),  three Business Days prior
to conversion,  to convert the Interest Period with respect to any  Eurocurrency
Borrowing to another  permissible  Interest Period,  subject in each case to the
following:

          (i) each conversion or  continuation  shall be made pro rata among the
     Lenders in accordance  with the respective  principal  amounts of the Loans
     comprising the converted or continued Borrowing;

          (ii)  if  less  than  all  the  outstanding  principal  amount  of any
     Borrowing  shall be converted or continued,  then each resulting  Borrowing
     shall  satisfy the  limitations  specified in Sections  2.02(a) and 2.02(b)
     regarding  the  principal  amount and maximum  number of  Borrowings of the
     relevant Type;

          (iii)  each  conversion  shall  be  effected  by each  Lender  and the
     Administrative  Agent by  recording  for the account of such Lender the new
     Loan of such Lender  resulting  from such  conversion and reducing the Loan
     (or portion  thereof)  of such  Lender  being  converted  by an  equivalent
     principal  amount;  accrued interest on any  Eurocurrency  Loan (or portion
     thereof)  being  converted  shall be paid by such  Borrower  at the time of
     conversion;

          (iv) if any  Eurocurrency  Borrowing is converted at a time other than
     the end of the Interest Period applicable thereto, such Borrower shall pay,
     upon demand, any amounts due to the Lenders pursuant to Section 2.16;
<PAGE>

          (v) any portion of a Borrowing  (other  than an  Alternative  Currency
     Borrowing) maturing or required to be repaid in less than one month may not
     be converted into or continued as a Eurocurrency Borrowing;

          (vi) any portion of a  Eurocurrency  Borrowing  denominated in dollars
     that cannot be converted into or continued as a  Eurocurrency  Borrowing by
     reason of the immediately preceding clause shall be automatically converted
     at the end of the Interest  Period in effect for such Borrowing into an ABR
     Borrowing, and any portion of an Alternative Currency Borrowing required to
     be repaid in less than one month may be converted,  with the consent of the
     Administrative  Agent (which  shall not be  unreasonably  withheld),  to an
     Interest  Period  ending on the date that such  Borrowing is required to be
     repaid;

          (vii) no Interest Period may be selected for any Eurocurrency  Tranche
     B Term  Borrowing that would end later than a Tranche B Term Loan Repayment
     Date, occurring on or after the first day of such Interest Period if, after
     giving effect to such selection,  the aggregate  outstanding  amount of (A)
     the Eurocurrency  Tranche B Term Borrowings with Interest Periods ending on
     or prior to such Tranche B Term Loan Repayment Date and (B) the ABR Tranche
     B Term  Borrowings  would not be at least equal to the principal  amount of
     Tranche B Term  Borrowings to be paid on such Tranche B Term Loan Repayment
     Date; and

          (viii) upon notice to any Borrower from the Administrative Agent given
     at the request of the Required Lenders, after the occurrence and during the
     continuance  of a Default or Event of Default,  (A) no  outstanding  Dollar
     Borrowing may be converted into, or continued as, a Eurocurrency Borrowing,
     (B) unless repaid, each Eurocurrency Borrowing denominated in dollars shall
     be  converted  to an ABR  Borrowing  at the  end  of  the  Interest  Period
     applicable thereto and (C) no Interest Period in excess of one month may be
     selected for any Alternative Currency Borrowing.

     Each notice  pursuant to this Section 2.10 shall be  irrevocable  and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the applicable  Borrower  requests be converted or continued,  (ii) whether
such Borrowing is to be converted to or continued as a Eurocurrency Borrowing or
an ABR Borrowing,  (iii) if such notice requests a conversion,  the date of such
conversion  (which shall be a Business Day) and (iv) if such  Borrowing is to be
converted to or continued as a Eurocurrency Borrowing,  the Interest Period with
respect  thereto.  If no Interest  Period is  specified  in any such notice with
respect to any conversion to or continuation as a Eurocurrency  Borrowing,  such
Borrower  shall be deemed to have  selected  an  Interest  Period of one month's
duration.  The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each  Lender's  portion of any converted or

<PAGE>

continued Borrowing.  If such Borrower shall not have given notice in accordance
with this  Section  2.10 to continue any  Borrowing  into a subsequent  Interest
Period  (and shall not  otherwise  have  given  notice in  accordance  with this
Section 2.10 to convert such Borrowing), such Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms hereof),
(i) in the case of a Dollar  Borrowing,  automatically  be continued  into a new
Interest  Period  as an ABR  Borrowing  and (ii) in the  case of an  Alternative
Currency Borrowing, automatically be continued into a new Interest Period of one
month.  Notwithstanding  any  contrary  provisions  herein,  the  currency of an
outstanding  Borrowing may not be changed in connection  with any  conversion or
continuation of such Borrowing.

     SECTION  2.11.  Repayment  of Term  Borrowings.  (a) Terex shall pay to the
Administrative  Agent,  for the account of the  Lenders,  on the dates set forth
below  or,  if any such  date is not a  Business  Day,  on the  next  succeeding
Business Day (each such date being a "Tranche B Term Loan  Repayment  Date"),  a
principal  amount of the  Tranche B Term  Loans (as  adjusted  from time to time
pursuant to Sections  2.12(b) and  2.13(g))  equal to the amount set forth below
opposite  such date,  together in each case with accrued and unpaid  interest on
the principal amount to be paid to but excluding the date of such payment:

                   Date                                             Percentage
                   ----                                             ----------
                   December 31, 2001                                     .26%
                   March 31, 2002                                        .26%
                   June 30, 2002                                         .26%
                   September 30, 2002                                    .26%
                   December 31, 2002                                     .26%
                   March 31, 2003                                        .26%
                   June 30, 2003                                         .26%
                   September 30, 2003                                    .26%
                   December 31, 2003                                     .26%
                   March 31, 2004                                        .26%
                   June 30, 2004                                       24.35%
                   September 30, 2004                                  24.35%
                   December 31, 2004                                   24.35%
                   Tranche B Maturity Date                             24.35%

     (b) To the extent not  previously  paid,  all Tranche B Term Loans shall be
due and payable on the Tranche B Maturity Date, together with accrued and unpaid
interest  on the  principal  amount  to be paid  to but  excluding  the  date of
payment.
<PAGE>

     (c) All  repayments  pursuant  to this  Section  2.11  shall be  subject to
Section 2.16, but shall otherwise be without premium or penalty.

     SECTION 2.12.  Prepayment.  (a) Each  Borrower  shall have the right at any
time and from time to time to prepay any  Borrowing,  in whole or in part,  upon
prior written or telecopy  notice (or  telephone  notice  promptly  confirmed by
written or  telecopy  notice) to the  Administrative  Agent (i) in the case of a
prepayment of a Eurocurrency Borrowing, given before 12:00 (noon), New York City
time (or, in the case of prepayment of an Alternative Currency Borrowing,  local
time of the  jurisdiction  of such  Alternative  Currency)  three  Business Days
before  such  prepayment  and (ii) in the case of a  prepayment  of ABR Loans or
Foreign  Base Rate Loans,  given before 1:00 p.m.  local time,  one Business Day
before such prepayment; provided, however, that each partial prepayment shall be
in an amount  that is an  integral  multiple  of  $100,000  (or the  Alternative
Currency  Equivalent  thereof) and not less than  $2,500,000 (or the Alternative
Currency Equivalent thereof).

     (b)  Optional  prepayments  of  Tranche B Term Loans  shall be applied  (i)
first, against the remaining scheduled  installments of principal due in respect
of the Tranche B Term Loans under Sections  2.11(a) in the next twelve months in
the order of maturity and (ii) second, pro rata against such remaining scheduled
installments of principal.

     (c) Each notice of  prepayment  shall specify the  prepayment  date and the
principal amount of each Borrowing (or portion thereof) to be prepaid,  shall be
irrevocable and shall commit the applicable Borrower to prepay such Borrowing by
the amount stated therein on the date stated therein. All prepayments under this
Section 2.12 shall be subject to Section 2.16 but otherwise  without  premium or
penalty. All prepayments under this Section 2.12 shall be accompanied by accrued
interest on the principal amount being prepaid to the date of payment.

     SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination of
all the Revolving  Credit  Commitments,  each Borrower shall repay or prepay all
its outstanding Revolving Credit Borrowings, all outstanding Swingline Loans and
all outstanding A/C Fronted Loans on the date of such termination.  In the event
of any partial reduction of the Revolving Credit  Commitments,  then at or prior
to the effective date of such reduction,  the Administrative  Agent shall notify
the Borrowers and the Revolving Credit Lenders of the Aggregate Revolving Credit
Exposure  after giving  effect  thereto.  If at any time,  as a result of such a
partial reduction or termination,  as a result of fluctuations in exchange rates
or otherwise,  the Aggregate  Revolving  Credit  Exposure would exceed the Total
Revolving  Credit  Commitment  or  the  Alternative  Currency  Revolving  Credit
Exposure  in any  Alternative  Currency  would  exceed  the  sublimit  for  such
Alternative Currency set forth on Schedule 2.01(b), then the Borrowers shall (i)
on the date of such reduction or termination of Revolving Credit  Commitments or
(ii) within three Business Day following notice from the Administrative Agent of
any such  fluctuation in exchange rate or otherwise,  repay or prepay  Revolving

<PAGE>

Credit  Borrowings,  Swingline  Loans or A/C  Fronted  Loans  (or a  combination
thereof) in an amount sufficient to eliminate such excess.

     (b) Not later than the third Business Day following the receipt of Net Cash
Proceeds  in respect of any Asset  Sale  (other  than (i) any Asset Sale the Net
Cash Proceeds of which are not greater than  $5,000,000 from any single event or
series of related events and (ii) Asset Sales the aggregate Net Cash Proceeds of
which are not  greater  than  $10,000,000  in any  fiscal  year of  Terex),  the
outstanding Term Loans shall be prepaid in accordance with Section 2.13(g) in an
aggregate principal amount equal to 100% of such Net Cash Proceeds.

     (c) [Intentionally Omitted].

     (d) No later than the  earlier of (i) 90 days after the end of each  fiscal
year of Terex, and (ii) the date on which the financial  statements with respect
to such fiscal year are delivered pursuant to Section 5.04(a),  outstanding Term
Loans  shall be prepaid  in  accordance  with  Section  2.13(g) in an  aggregate
principal  amount  equal to 50% of  Excess  Cash Flow for the  fiscal  year then
ended;  provided,  however,  that no such  prepayment  shall be  required if the
Consolidated Leverage Ratio as of the end of such fiscal year shall be less than
3.85 to 1.00.

     (e) In the event that Terex or any Restricted  Subsidiary shall receive Net
Cash  Proceeds from the issuance or  incurrence  of any  Indebtedness  for money
borrowed  (other than  Indebtedness  for money  borrowed  permitted  pursuant to
Section 6.01),  then,  substantially  simultaneously  with (and in any event not
later than the third  Business Day next  following) the receipt of such Net Cash
Proceeds, 100% of such Net Cash Proceeds shall be used (i) to prepay outstanding
Term Loans in accordance with Section 2.13(g), and/or (ii) to prepay outstanding
Revolving  Loans or Tranche C Revolving  Loans,  without  reducing the Revolving
Credit  Commitments or Tranche C Revolving Credit  Commitments,  in an aggregate
principal amount equal to 100% of such Net Cash Proceeds.

     (f) In the event that there shall occur any Casualty or  Condemnation  and,
pursuant to the  applicable  Mortgage,  the  Casualty  Proceeds or  Condemnation
Proceeds,  as the case may be, are required to be used to prepay the Term Loans,
then the  outstanding  Term Loans shall be prepaid in  accordance  with  Section
2.13(g) in an aggregate principal amount equal to 100% of such Casualty Proceeds
or Condemnation Proceeds, as the case may be.

     (g) Each prepayment of outstanding  Term Loans required to be made pursuant
to any  paragraph of this  Section  2.13 shall be applied (i) first  against the
remaining  scheduled  installments of principal due in respect of Tranche B Term
Loans under Sections  2.11(a) in the next twelve months in the order of maturity
and (ii) second,  pro rata  against such  remaining  scheduled  installments  of
principal.
<PAGE>

     (h) Terex shall deliver to the  Administrative  Agent,  at the time of each
prepayment  required  under this Section  2.13,  (i) a  certificate  signed by a
Financial Officer of Terex setting forth in reasonable detail the calculation of
the amount of such prepayment and (ii) to the extent practicable, at least three
Business  Days'  prior  written  notice  of  such  prepayment.  Each  notice  of
prepayment  shall  specify  the  prepayment  date,  the Type of each Loan  being
prepaid  and the  principal  amount  of each  Loan (or  portion  thereof)  to be
prepaid.  All prepayments of Borrowings under this Section 2.13 shall be subject
to Section 2.16, but shall otherwise be without premium or penalty.

     (i) To the extent possible  consistent with Section 2.13(g),  amounts to be
applied  pursuant to this Section 2.13 to the prepayment of Tranche B Term Loans
and Revolving Loans shall be applied, as applicable, first to prepay outstanding
ABR Tranche B Term Loans and ABR Revolving  Loans.  Any amounts  remaining after
each such  application  shall,  at the  option of the  applicable  Borrower,  be
applied to prepay  Eurocurrency  Tranche B Term Loans or Eurocurrency  Revolving
Loans,  as the  case  may be,  immediately  and/or  shall  be  deposited  in the
Prepayment Account (as defined below). The Administrative  Agent shall apply any
cash deposited in the  Prepayment  Account (i) allocable to Tranche B Term Loans
to prepay  Eurocurrency  Tranche B Term Loans and (ii)  allocable  to  Revolving
Loans to prepay  Eurocurrency  Revolving  Loans, in each case on the last day of
their respective Interest Periods (or, at the direction of such Borrower, on any
earlier date) until all outstanding  Tranche B Term Loans or Revolving Loans, as
the case may be, have been  prepaid or until all the  allocable  cash on deposit
with respect to such Loans has been  exhausted.  For purposes of this Agreement,
the term "Prepayment Account" shall mean an account established by such Borrower
with the Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control,  including the exclusive right of withdrawal for
application  in accordance  with this paragraph  (i). The  Administrative  Agent
will,  at the  request  of such  Borrower,  invest  amounts  on  deposit  in the
Prepayment Account in Permitted Investments that mature prior to the last day of
the applicable Interest Periods of the Eurocurrency Tranche B Term Borrowings or
Eurocurrency  Revolving  Borrowings to be prepaid, as the case may be; provided,
however,  that (i) the  Administrative  Agent  shall not be required to make any
investment that, in its sole judgment, would require or cause the Administrative
Agent to be in, or would result in any,  violation of any law, statute,  rule or
regulation and (ii) the Administrative  Agent shall have no obligation to invest
amounts on deposit  in the  Prepayment  Account if a Default or Event of Default
shall have  occurred  and be  continuing.  Such  Borrower  shall  indemnify  the
Administrative  Agent for any losses  relating  to the  investments  so that the
amount  available  to  prepay  Eurocurrency  Borrowings  on the  last day of the
applicable  Interest  Period is not less than the  amount  that  would have been
available had no investments been made pursuant thereto. Other than any interest
earned on such  investments  (which  shall be for the account of the  applicable
Borrower,  to the extent not necessary for the prepayment of Eurocurrency  Loans
in accordance  with this Section 2.13),  the  Prepayment  Account shall not bear
interest. Interest or profits, if any, on such investments shall be deposited in

<PAGE>

the Prepayment  Account and reinvested and disbursed as specified  above. If the
maturity  of the  Loans  has been  accelerated  pursuant  to  Article  VII,  the
Administrative  Agent may, in its sole discretion,  apply all amounts on deposit
in the  Prepayment  Account to satisfy  any of the  Obligations.  Each  Borrower
hereby grants to the  Administrative  Agent,  for its benefit and the benefit of
the Secured Parties, a security interest in its Prepayment Account to secure the
Obligations.  This paragraph (i) shall not be construed to alter the application
required by Section 2.13(g).

     SECTION  2.14.   Reserve   Requirements;   Change  in  Circumstances.   (a)
Notwithstanding  any other  provision of this  Agreement,  if after the Original
Closing Date any change in applicable law or regulation or in the interpretation
or  administration  thereof  by any  Governmental  Authority  charged  with  the
interpretation  or  administration  thereof  (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or any Issuing
Bank of the  principal  of or interest on any  Eurocurrency  Loan or A/C Fronted
Fixed  Rate  Loan  made by such  Lender  or any  Fees or other  amounts  payable
hereunder  (other  than  changes in respect of taxes  imposed on the overall net
income of such Lender or such  Issuing  Bank by the  jurisdiction  in which such
Lender  or such  Issuing  Bank  has its  principal  office  or by any  political
subdivision  or  taxing  authority  therein),  or shall  impose,  modify or deem
applicable any reserve,  special deposit or similar  requirement  against assets
of,  deposits with or for the account of or credit extended by any Lender or any
Issuing  Bank  (except any such  reserve  requirement  which is reflected in the
Adjusted  LIBO Rate,  the Bank Bill Rate or the Italian  Fixed Rate, as the case
may be) or shall  impose  on such  Lender  or such  Issuing  Bank or the  London
interbank  market  (or other  relevant  interbank  market)  any other  condition
affecting this Agreement or  Eurocurrency  Loans or A/C Fronted Fixed Rate Loans
made by such Lender or any Letter of Credit or  participation  therein,  and the
result of any of the  foregoing  shall be to increase the cost to such Lender or
such Issuing Bank of making or maintaining any Eurocurrency  Loan or A/C Fronted
Fixed Rate Loan or increase the cost to any Lender of issuing or maintaining any
Letter of Credit or purchasing  or  maintaining  a  participation  therein or to
reduce the  amount of any sum  received  or  receivable  by such  Lender or such
Issuing Bank  hereunder  (whether of  principal,  interest or  otherwise)  by an
amount  deemed by such  Lender or such  Issuing  Bank to be  material,  then the
Borrowers will pay to such Lender or such Issuing Bank, as the case may be, upon
demand such additional  amount or amounts as will compensate such Lender or such
Issuing  Bank,  as the  case may be,  for  such  additional  costs  incurred  or
reduction suffered.

     (b) If any  Lender or any  Issuing  Bank  shall  have  determined  that the
adoption after the Original Closing Date of any law, rule, regulation, agreement
or  guideline  regarding  capital  adequacy,  or any change  after the  Original
Closing Date in any such law, rule, regulation,  agreement or guideline (whether
such law, rule,  regulation,  agreement or guideline has been adopted) or in the
interpretation or administration  thereof by any Governmental  Authority charged
with the interpretation or administration  thereof,  or compliance by any Lender
(or any lending  office of such  Lender) or any Issuing  Bank or any Lender's or
any Issuing  Bank's  holding  company  with any request or  directive  regarding

<PAGE>

capital  adequacy  (whether or not having the force of law) of any  Governmental
Authority  has or would have the effect of  reducing  the rate of return on such
Lender's or such Issuing  Bank's  capital or on the capital of such  Lender's or
such Issuing Bank's holding company,  if any, as a consequence of this Agreement
or the Loans  made or  participations  in Letters  of Credit  purchased  by such
Lender  pursuant  hereto or the Letters of Credit  issued by such  Issuing  Bank
pursuant  hereto to a level below that which such Lender or such Issuing Bank or
such Lender's or such Issuing Bank's holding company could have achieved but for
such  applicability,  adoption,  change or compliance (taking into consideration
such Lender's or such Issuing Bank's  policies and the policies of such Lender's
or such Issuing Bank's holding  company with respect to capital  adequacy) by an
amount deemed by such Lender or such Issuing Bank to be material, then from time
to time the Borrowers shall pay to such Lender or such Issuing Bank, as the case
may be, such additional amount or amounts as will compensate such Lender or such
Issuing Bank or such  Lender's or such Issuing  Bank's  holding  company for any
such reduction suffered.

     (c) A  certificate  of a Lender or an Issuing Bank setting forth the amount
or amounts  necessary  to  compensate  such Lender or such  Issuing  Bank or its
holding company, as applicable, as specified in paragraph (a) or (b) above shall
be delivered to the Borrowers and shall be conclusive absent manifest error. The
Borrowers  shall pay such Lender or such Issuing Bank the amount shown as due on
any such  certificate  delivered  by it within 10 days after its  receipt of the
same.

     (d)  Failure  or delay on the part of any  Lender  or any  Issuing  Bank to
demand  compensation for any increased costs or reduction in amounts received or
receivable  or reduction in return on capital  shall not  constitute a waiver of
such  Lender's or such  Issuing  Bank's right to demand such  compensation.  The
protection  of this  Section  shall be available to each Lender and each Issuing
Bank regardless of any possible  contention of the invalidity or inapplicability
of the law, rule, regulation,  agreement, guideline or other change or condition
that shall have occurred or been imposed.

     SECTION 2.15. Change in Legality.  (a)  Notwithstanding any other provision
of this Agreement, if, after the Original Closing Date, any change in any law or
regulation  or in  the  interpretation  thereof  by any  Governmental  Authority
charged with the administration or interpretation thereof shall make it unlawful
for any Lender to make or maintain  any  Eurocurrency  Loan or to give effect to
its obligations as contemplated  hereby with respect to any  Eurocurrency  Loan,
then, by written notice to the Borrowers and to the Administrative Agent:

          (i)  such  Lender  may  declare  that  Eurocurrency   Loans  will  not
     thereafter (for the duration of such  unlawfulness)  be made by such Lender
     hereunder (or be continued for  additional  Interest  Periods and ABR Loans
     and Foreign  Base Rate Loans will not  thereafter  (for such  duration)  be
     converted   into   Eurocurrency   Loans),   whereupon  any  request  for  a
     Eurocurrency  Borrowing  (or to convert an ABR  Borrowing or a Foreign Base

<PAGE>

     Rate  Loan  to a  Eurocurrency  Borrowing  or to  continue  a  Eurocurrency
     Borrowing for an additional Interest Period) shall, as to such Lender only,
     be  deemed a  request  for an ABR Loan (in the  case of  Dollar  Loans)  or
     Foreign Base Rate Loans (in the case of Alternative  Currency  Loans) (or a
     request to continue an ABR Loan or a Foreign  Base Rate Loan as such for an
     additional  Interest  Period or to convert a Eurocurrency  Loan into an ABR
     Loan or a  Foreign  Base  Rate  Loan,  as the  case may  be),  unless  such
     declaration shall be subsequently withdrawn; and

          (ii) such Lender may require that all outstanding  Eurocurrency  Loans
     made by it be  converted  to ABR  Loans  (in the case of  Dollar  Loans) or
     Foreign  Base Rate  Loans (in the case of  Alternative  Currency  Loans) in
     which event all such Eurocurrency Loans shall be automatically converted to
     such ABR Loans or Foreign Base Rate Loans as of the effective  date of such
     notice as provided in paragraph (b) below.

In the event any Lender shall  exercise its rights under (i) or (ii) above,  all
payments and  prepayments of principal that would otherwise have been applied to
repay the  Eurocurrency  Loans that  would have been made by such  Lender or the
converted  Eurocurrency  Loans of such Lender shall  instead be applied to repay
the ABR Loans made by such Lender in lieu of, or resulting  from the  conversion
of, such Eurocurrency  Loans. (b) For purposes of this Section 2.15, a notice to
Terex by any Lender shall be effective as to each Eurocurrency Loan made by such
Lender, if lawful,  on the last day of the Interest Period currently  applicable
to such Eurocurrency  Loan; in all other cases such notice shall be effective on
the date of receipt by Terex.

     SECTION 2.16. Indemnity.  Each Borrower shall indemnify each Lender against
any loss or expense,  including any break-funding  cost or any loss sustained in
converting  between any  Alternative  Currency and dollars,  as the case may be,
that such Lender may sustain or incur as a consequence  of (a) any event,  other
than a default by such Lender in the performance of its  obligations  hereunder,
which results in (i) such Lender receiving or being deemed to receive any amount
on account of the principal of any  Eurocurrency  Loan or A/C Fronted Fixed Rate
Loan  prior to the end of the  Interest  Period  in  effect  therefor,  (ii) the
conversion  of any  Eurocurrency  Loan or A/C Fronted  Fixed Rate Loan to an ABR
Loan, or Fronted Base Rate Loan, respectively, or the conversion of the Interest
Period with respect to any Eurocurrency  Loan or A/C Fronted Fixed Rate Loan, in
each case other than on the last day of the Interest Period in effect  therefor,
or (iii) any Eurocurrency Loan or A/C Fronted Fixed Rate Loan to be made by such
Lender  (including  any  Eurocurrency  Loan or A/C Fronted Fixed Rate Loan to be
made pursuant to a conversion or continuation under Section 2.10) not being made
after  notice of such Loan  shall  have been  given by the  applicable  Borrower
hereunder  (any of the events  referred  to in this  clause  (a) being  called a
"Breakage  Event") or (b) any default in the making of any payment or prepayment
required to be made  hereunder.  In the case of any  Breakage  Event,  such loss
shall include an amount equal to the excess,  as  reasonably  determined by such
Lender,  of (i) its cost of  obtaining  funds for the  Eurocurrency  Loan or A/C
Fronted  Fixed  Rate Loan that is the  subject  of such  Breakage  Event for the
period  from the  date of such  Breakage  Event to the last day of the  Interest
Period in effect (or that would have been in effect) for such Loan over (ii) the
amount of interest likely to be realized by such Lender in redeploying the funds
released or not utilized by reason of such  Breakage  Event for such  period.  A
certificate  of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section 2.16, together with a reasonably
detailed calculation thereof,  shall be delivered to the applicable Borrower and
shall be conclusive absent manifest error.

     SECTION 2.17. Pro Rata Treatment.  Except as provided below in this Section
2.17 with respect to Swingline Loans and as required under Sections  2.13(j) and
2.15, each Borrowing,  each payment or prepayment of principal of any Borrowing,
each payment of interest on the Loans,  each payment of the Facility Fees,  each
reduction  of the  Revolving  Credit  Commitments  and  each  conversion  of any
Borrowing to or  continuation  of any Borrowing as a Borrowing of any Type shall
be  allocated  pro rata among the Lenders in  accordance  with their  respective
applicable  Commitments  (or,  if such  Commitments  shall have  expired or been
terminated,  in  accordance  with  the  respective  principal  amounts  of their
outstanding  Loans). For purposes of determining the available  Revolving Credit
Commitments of the Lenders at any time, each outstanding Swingline Loan shall be
deemed  to  have  utilized  the  Revolving  Credit  Commitments  of the  Lenders
(including  those Lenders which shall not have made Swingline Loans) pro rata in
accordance with such respective Revolving Credit Commitments. Each Lender agrees
that in computing such Lender's  portion of any Borrowing to be made  hereunder,
the Administrative Agent may, in its discretion,  round each Lender's percentage
of such  Borrowing  to the next  higher  or lower  whole  dollar  or  applicable
Alternative Currency amount.

     SECTION  2.18.  Sharing of Setoffs.  Each  Lender  agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
any  Borrower  or any other Loan Party,  or  pursuant  to a secured  claim under
Section 506 of Title 11 of the United States Code or other  security or interest
arising from, or in lieu of, such secured  claim,  received by such Lender under
any applicable bankruptcy,  insolvency or other similar law or otherwise,  or by
any other means,  obtain payment  (voluntary or  involuntary)  in respect of any
Loan or Loans or L/C  Disbursement  as a result  of which the  unpaid  principal
portion of its Tranche B Term  Loans,  Tranche C Loans and  Revolving  Loans and
participations   in  L/C   Disbursements   and  A/C   Fronted   Loans  shall  be
proportionately  less than the unpaid  principal  portion of the  Tranche B Term
Loans,   Tranche  C  Loans  and  Revolving  Loans  and   participations  in  L/C
Disbursements  Tranche B and A/C Fronted  Loans of any other Lender or Tranche C
Lender,  it shall be deemed  simultaneously  to have  purchased  from such other
Lender or Tranche C Lender at face value,  and shall  promptly pay to such other
Lender or  Tranche C Lender the  purchase  price  for,  a  participation  in the
Tranche B Term Loans,  Tranche C Loans and Revolving  Loans and L/C Exposure and

<PAGE>

A/C  Fronted  Exposure,  as the case may be, of such  other  Lender or Tranche C
Lender,  so that the  aggregate  unpaid  principal  amount of the Tranche B Term
Loans,  Tranche C Loans and  Revolving  Loans and L/C  Exposure  and A/C Fronted
Exposure  and  participations  in  Tranche  B Term  Loans,  Tranche  C Loans and
Revolving  Loans and L/C Exposure and A/C Fronted  Exposure  held by each Lender
and each  Tranche  C Lender  shall be in the same  proportion  to the  aggregate
unpaid  principal  amount  of all  Tranche  B Term  Loans,  Tranche  C Loans and
Revolving  Loans and L/C Exposure and A/C Fronted  Exposure then  outstanding as
the principal amount of its Tranche B Term Loans,  Tranche C Loans and Revolving
Loans and L/C  Exposure  and A/C  Fronted  Exposure  prior to such  exercise  of
banker's lien, setoff or counterclaim or other event was to the principal amount
of all  Tranche  B Term  Loans,  Tranche  C Loans  and  Revolving  Loans and L/C
Exposure and A/C Fronted Exposure outstanding prior to such exercise of banker's
lien, setoff or counterclaim or other event; provided, however, that if any such
purchase or purchases or adjustments shall be made pursuant to this Section 2.18
and the payment giving rise thereto shall thereafter be recovered, such purchase
or purchases or  adjustments  shall be rescinded to the extent of such  recovery
and the purchase price or prices or adjustment  restored without interest.  Each
Borrower  expressly  consents to the foregoing  arrangements and agrees that any
Lender holding a participation in a Term Loan,  Tranche C Loan,  Revolving Loan,
L/C  Disbursement  or A/C  Fronted  Loan  deemed to have been so  purchased  may
exercise  any and all  rights of  banker's  lien,  setoff or  counterclaim  with
respect to any and all moneys  owing by such  Borrower  to such Lender by reason
thereof  as  fully  as if such  Lender  had made a Loan or  Tranche  C Loan,  as
applicable, directly to such Borrower in the amount of such participation.

     SECTION  2.19.  Payments.   (a)  Each  Borrower  shall  make  each  payment
(including  principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other  amounts)  hereunder  and under any other Loan Document from a
Payment  Location in the United States or the  jurisdiction  of any  Alternative
Currency prior to (i) 1:00 p.m., New York City time on the date when due, in the
case of any amount payable in dollars, and (ii) 12:00 (noon), local time of such
other  jurisdiction,  on the date when due, in the case of any amount payable in
any Alternative  Currency, in each case, in immediately available funds, without
setoff, defense or counterclaim.  Each such payment (other than (i) Issuing Bank
Fees, which shall be paid directly to applicable Issuing Bank, (ii) principal of
and interest on Swingline  Loans,  which shall be paid directly to the Swingline
Lender  except as otherwise  provided in Section  2.22(e) and (iii) A/C Fronting
Fees,  which shall be paid directly to the applicable A/C Fronting Lender except
as otherwise provided in Section 2.24(e)) shall be made to such account as shall
from time to time be specified in a writing delivered to Terex and each Borrower
by the Administrative  Agent.  Except as provided in Section 2.24 (Conversion of
A/C Fronted Loans) with respect to defaulted A/C Fronted Loans,  all Alternative
Currency  Loans  hereunder  shall be  denominated  and  made,  and all  payments
hereunder  or under any other Loan  Document  in  respect  thereof  (whether  of
principal,  interest,  fees or  otherwise)  shall be made,  in such  Alternative
Currency.  All Dollar Loans  hereunder  shall be  denominated  and made, and all

<PAGE>

payments of principal  and  interest,  Fees or otherwise  hereunder or under any
other Loan  Document in respect  thereof  shall be made,  in dollars,  except as
otherwise  expressly provided herein.  Unless otherwise agreed by the applicable
Borrower  and each Lender to receive  any such  payment,  all other  amounts due
hereunder or under any other Loan Document shall be payable in dollars.

     (b)  Whenever  any  payment  (including  principal  of or  interest  on any
Borrowing  or any Fees or other  amounts)  hereunder  or under  any  other  Loan
Document  shall  become due, or otherwise  would  occur,  on a day that is not a
Business Day, such payment may be made on the next succeeding  Business Day, and
such  extension  of time shall in such case be  included in the  computation  of
interest or Fees, if applicable.

     SECTION  2.20.  Taxes.  (a) Any and all  payments  by or on  behalf  of any
Borrower or any Loan Party (or,  with  respect to  payments  by an A/C  Fronting
Lender of the A/C Participation Fee, an A/C Fronting Lender) hereunder and under
any other Loan Document shall be made, in accordance with Section 2.19, free and
clear of and without deduction for any and all current or future taxes,  levies,
imposts,  deductions,  charges  or  withholdings  imposed  by  any  Governmental
Authority in the United States, the jurisdiction of any Alternative  Currency or
the  jurisdiction  of any Payment  Location,  and all  liabilities  with respect
thereto,   excluding  (i)  income  taxes  imposed  on  the  net  income  of  the
Administrative  Agent,  any  Lender or an  Issuing  Bank (or any  transferee  or
assignee  thereof,   including  a  participation   holder  (any  such  entity  a
"Transferee"))  and  (ii)  franchise  taxes  imposed  on the net  income  of the
Administrative  Agent,  any Lender or an Issuing Bank (or  Transferee),  in each
case by the jurisdiction under the laws of which the Administrative  Agent, such
Lender  or an  Issuing  Bank  (or  Transferee)  is  organized  or any  political
subdivision thereof (all such nonexcluded taxes,  levies,  imposts,  deductions,
charges,  withholdings  and  liabilities,  collectively or  individually,  being
called  "Taxes").  If any Borrower or any Loan Party shall be required to deduct
any Taxes  from or in respect of any sum  payable  hereunder  or under any other
Loan Document to the Administrative Agent, any Lender or an Issuing Bank (or any
Transferee),  (i)  the  sum  payable  shall  be  increased  by  the  amount  (an
"additional  amount")  necessary so that after  making all  required  deductions
(including  deductions  applicable to additional sums payable under this Section
2.20)  the   Administrative   Agent,  such  Lender  or  such  Issuing  Bank  (or
Transferee),  as the case may be,  shall  receive an amount  equal to the sum it
would have received had no such deductions been made, (ii) such Borrower or such
Loan Party shall make such deductions and (iii) such Borrower or such Loan Party
shall pay the full amount  deducted to the  relevant  Governmental  Authority in
accordance  with applicable law. If any A/C Fronting Lender shall be required to
deduct any Taxes from or in respect of any A/C  Participation  Fee, Terex or the
applicable  Borrower  shall pay to the  applicable  Revolving  Credit Lender the
"additional amount" referred to in the preceding sentence.

     (b) In addition,  each Borrower agrees to pay to the relevant  Governmental
Authority  in  accordance  with  applicable  law any  current  or future  stamp,

<PAGE>

documentary,  excise,  transfer,  sales,  property or similar taxes,  charges or
levies  (including,  without  limitation,  mortgage  recording taxes and similar
fees)  that  arise  from any  payment  made  hereunder  or under any other  Loan
Document or from the execution,  delivery,  enforcement or  registration  of, or
otherwise with respect to, this Agreement or any other Loan Document  imposed by
any  Governmental  Authority  in the  United  States,  the  jurisdiction  of any
Alternative  Currency  or the  jurisdiction  of  any  Payment  Location  ("Other
Taxes").

     (c) Each Borrower will indemnify the Administrative  Agent, each Lender and
each Issuing Bank (or  Transferee)  for the full amount of Taxes and Other Taxes
paid  by the  Administrative  Agent,  such  Lender  or  such  Issuing  Bank  (or
Transferee),  as the  case  may be,  and  any  liability  (including  penalties,
interest and  expenses  (including  reasonable  attorney's  fees and  expenses))
arising  therefrom or with respect  thereto,  whether or not such Taxes or Other
Taxes were correctly or legally asserted by the relevant Governmental Authority.
A  certificate  as to the amount of such  payment or  liability  prepared by the
Administrative  Agent,  a Lender  or an  Issuing  Bank (or  Transferee),  or the
Administrative  Agent on its  behalf,  absent  manifest  error,  shall be final,
conclusive  and binding for all  purposes.  Such  indemnification  shall be made
within 30 days after the date the Administrative Agent, any Lender or an Issuing
Bank (or Transferee), as the case may be, makes written demand therefor.

     (d) As soon as practicable  after the date of any payment of Taxes or Other
Taxes by any  Borrower  or any other  Loan  Party to the  relevant  Governmental
Authority,  such  Borrower  or  such  other  Loan  Party  will  deliver  to  the
Administrative  Agent, at its address  referred to in Section 9.01, the original
or  a  certified  copy  of a  receipt  issued  by  such  Governmental  Authority
evidencing payment thereof.

     (e) Each  Lender  (or  Transferee)  that is  organized  under the laws of a
jurisdiction  other than the United States, any State thereof or the District of
Columbia  (a  "Non-U.S.  Lender")  that is  entitled to an  exemption  from,  or
reduction of,  withholding  tax under the law of the  jurisdiction  in which any
Borrower is located,  or any treaty to which such  jurisdiction is a party, with
respect to payments by such  Borrower  under this  Agreement  and the other Loan
Documents  shall  deliver to such  Borrower  (with a copy to the  Administrative
Agent),  at the  time or times  prescribed  by  applicable  law,  such  properly
completed and executed documentation  prescribed by applicable law or reasonably
requested  by such  Borrower  as will permit  such  payments to be made  without
withholding  or at a reduced  rate;  provided  that  such  Non-U.S.  Lender  has
received  written notice from such Borrower  advising it of the  availability of
such  exemption or reduction and containing  all  applicable  documentation.  In
addition,  each Non-U.S.  Lender shall deliver such documentation  promptly upon
the obsolescence or invalidity of any documentation previously delivered by such
Non-U.S. Lender.  Notwithstanding any other provision of this Section 2.20(e), a
Non-U.S.  Lender shall not be required to deliver any documentation  pursuant to
this Section 2.20(e) that such Non-U.S. Lender is not legally able to deliver.
<PAGE>

     (f) No Borrower  shall be required to indemnify  any Non-U.S.  Lender or to
pay any additional  amounts to any Non-U.S.  Lender, in respect of United States
Federal  withholding  tax pursuant to  paragraph  (a) or (c) above to the extent
that (i) the  obligation  to  withhold  amounts  with  respect to United  States
Federal  withholding  tax  existed  and  would  apply to  payments  made to such
Non-U.S.  Lender  on the  date  such  Non-U.S.  Lender  became  a party  to this
Agreement (or, in the case of a Transferee  that is a participation  holder,  on
the date such  participation  holder  became a  Transferee  hereunder)  or, with
respect to payments  to a New  Lending  Office,  the date such  Non-U.S.  Lender
designated  such New Lending Office with respect to a Loan;  provided,  however,
that this  paragraph  (f) shall not apply (x) to any  Transferee  or New Lending
Office  that  becomes  a  Transferee  or New  Lending  Office  as a result of an
assignment,  participation,  transfer or designation  made at the request of any
Borrower and (y) to the extent the indemnity  payment or additional  amounts any
Transferee, or any Lender (or Transferee),  acting through a New Lending Office,
would be  entitled  to receive  (without  regard to this  paragraph  (f)) do not
exceed the indemnity  payment or  additional  amounts that the person making the
assignment,  participation  or  transfer  to  such  Transferee,  or  Lender  (or
Transferee)  making the designation of such New Lending Office,  would have been
entitled to receive in the absence of such assignment,  participation,  transfer
or designation or (ii) the obligation to pay such  additional  amounts would not
have  arisen  but for a failure  by such  Non-U.S.  Lender  to  comply  with the
provisions of paragraph (e) above.

     (g) Nothing  contained in this Section 2.20 shall  require any Lender or an
Issuing Bank (or any Transferee) or the  Administrative  Agent to make available
any  of  its  tax  returns  (or  any  other  information  that  it  deems  to be
confidential or proprietary).

     SECTION 2.21. Assignment of Commitments Under Certain  Circumstances;  Duty
to  Mitigate.  (a) In the event (i) any  Lender or an  Issuing  Bank  delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
an Issuing Bank delivers a notice  described in Section 2.15, (iii) any Borrower
is required to pay any additional amount to any Lender or an Issuing Bank or any
Governmental  Authority on account of any Lender or an Issuing Bank  pursuant to
Section  2.20 or (iv) any Lender  refuses  to  consent to a proposed  amendment,
waiver,  consent  or other  modification  of this  Agreement  or any other  Loan
Documents which has been approved by the Required Lenders and which additionally
requires  the consent of such Lender for approval  pursuant to Section  9.08(b),
such Borrower may, at its sole expense and effort (including with respect to the
processing and recordation fee referred to in Section  9.04(b)),  upon notice to
such Lender or such  Issuing  Bank and the  Administrative  Agent,  require such
Lender or such  Issuing  Bank to  transfer  and  assign,  without  recourse  (in
accordance with and subject to the restrictions  contained in Section 9.04), all
of its  interests,  rights and  obligations  under this Agreement to an assignee
that shall  assume such  assigned  obligations  (which  assignee  may be another
Lender, if a Lender accepts such assignment);  provided that (x) such assignment
shall not conflict  with any law,  rule or  regulation  or order of any court or

<PAGE>

other Governmental  Authority having jurisdiction,  (y) such Borrower shall have
received  the prior  written  consent of the  Administrative  Agent  (and,  if a
Revolving  Credit  Commitment  is being  assigned,  of the Issuing Banks and the
Swingline  Lender),  which consent shall not  unreasonably be withheld,  and (z)
such Borrower or such assignee shall have paid to the affected Lender or Issuing
Bank in immediately  available funds (and in the currency or currencies in which
payment  would be required if all amounts  were to be paid by such  Borrower) an
amount equal to the sum of the principal of and interest  accrued to the date of
such payment on the  outstanding  Loans or L/C  Disbursements  of such Lender or
such Issuing Bank, respectively, plus all Fees and other amounts accrued for the
account of such Lender or such Issuing  Bank  hereunder  (including  any amounts
under  Section 2.14 and Section  2.16);  provided  further that, if prior to any
such transfer and  assignment the  circumstances  or event that resulted in such
Lender's or such Issuing  Bank's claim for  compensation  under  Section 2.14 or
notice under  Section 2.15 or the amounts paid  pursuant to Section 2.20, as the
case may be, cease to cause such Lender or such Issuing Bank to suffer increased
costs or reductions in amounts  received or receivable or reduction in return on
capital,  or cease to have the consequences  specified in Section 2.15, or cease
to result in  amounts  being  payable  under  Section  2.20,  as the case may be
(including  as a result of any action  taken by such Lender or such Issuing Bank
pursuant to paragraph  (b) below),  or if such Lender or such Issuing Bank shall
waive its right to claim further  compensation  under Section 2.14 in respect of
such  circumstances  or event or shall withdraw its notice under Section 2.15 or
shall waive its right to further  payments under Section 2.20 in respect of such
circumstances  or event,  as the case may be, then such  Lender or such  Issuing
Bank shall not  thereafter be required to make any such transfer and  assignment
hereunder.

     (b) If (i) any Lender or an Issuing Bank shall request  compensation  under
Section 2.14, (ii) any Lender or an Issuing Bank delivers a notice  described in
Section 2.15 or (iii) any Borrower is required to pay any  additional  amount to
any Lender or an Issuing  Bank or any  Governmental  Authority on account of any
Lender or an Issuing Bank,  pursuant to Section  2.20,  then such Lender or such
Issuing Bank shall use  reasonable  efforts (which shall not require such Lender
or such  Issuing  Bank to incur an  unreimbursed  loss or  unreimbursed  cost or
expense or otherwise take any action  inconsistent with its internal policies or
legal or regulatory  restrictions or suffer any disadvantage or burden deemed by
it to be  significant)  (x) to  file  any  certificate  or  document  reasonably
requested  in writing by such  Borrower or (y) to assign its rights and delegate
and transfer its  obligations  hereunder to another of its offices,  branches or
affiliates,  if such filing or assignment would materially reduce its claims for
compensation  under Section 2.14 or enable it to withdraw its notice pursuant to
Section 2.15 or would  materially  reduce  amounts  payable  pursuant to Section
2.20,  as the  case  may be,  in the  future.  Terex  hereby  agrees  to pay all
reasonable  costs and  expenses  incurred by any Lender or any  Issuing  Bank in
connection with any such filing or assignment, delegation and transfer.
<PAGE>

     SECTION 2.22.  Swingline  Loans. (a) Swingline  Commitment.  Subject to the
terms and conditions and relying upon the  representations and warranties herein
set forth,  the Swingline  Lender agrees to make loans, in dollars,  to Terex at
any time and from time to time during the Revolving Credit Availability  Period,
in an aggregate principal amount at any time outstanding that will not result in
(i) the aggregate principal amount of all Swingline Loans exceeding  $25,000,000
in the aggregate or (ii) the Aggregate  Revolving Credit Exposure,  after giving
effect to any Swingline Loan,  exceeding the Total Revolving Credit  Commitment.
Each Swingline Loan shall be in a principal amount that is an integral  multiple
of $250,000. The Swingline Commitments may be terminated or reduced from time to
time as provided herein.  Within the foregoing limits,  Terex may borrow, pay or
prepay and reborrow Swingline Loans hereunder,  subject to the terms, conditions
and limitations set forth herein.

     (b) Swingline Loans.  Terex shall notify the Swingline Lender,  with a copy
to  the  Administrative  Agent,  by  telecopy,  or by  telephone  (confirmed  by
telecopy),  not  later  than 2:00  p.m.,  New York  City  time,  on the day of a
proposed Swingline Loan. Such notice shall be delivered on a Business Day, shall
be irrevocable and shall refer to this Agreement and shall specify the requested
date (which shall be a Business Day) and amount of such Swingline Loan.

     (c)  Prepayment.  Terex  shall  have the right at any time and from time to
time to prepay any Swingline  Loan, in whole or in part,  upon giving written or
telecopy notice (or telephone notice promptly confirmed by written,  or telecopy
notice) to the  Swingline  Lender and to the  Administrative  Agent  before 1:00
p.m.,  New York City time, on the date of  prepayment at the Swingline  Lender's
address for  notices  specified  on Schedule  2.01.  All  principal  payments of
Swingline Loans shall be accompanied by accrued interest on the principal amount
being repaid to the date of payment.

     (d) Interest.  Each Swingline Loan shall be an ABR Loan and, subject to the
provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).

     (e)  Participations.  If Terex does not fully repay a Swingline  Loan on or
prior to the last day of the Interest Period with respect thereto, the Swingline
Lender shall notify the Administrative Agent thereof by 2:00 p.m., New York City
time (by telecopy or by telephone, confirmed in writing), and the Administrative
Agent shall promptly notify each Revolving Credit Lender thereof (by telecopy or
by  telephone,  confirmed  in writing)  and of its Pro Rata  Percentage  of such
Swingline Loan.  Upon such notice but without any further action,  the Swingline
Lender  hereby  agrees  to  grant  to each  Revolving  Credit  Lender,  and each
Revolving  Credit Lender hereby agrees to acquire from the Swingline  Lender,  a
participation  in such defaulted  Swingline Loan equal to such Revolving  Credit
Lender's Pro Rata Percentage of the aggregate principal amount of such defaulted

<PAGE>

Swingline  Loan. In furtherance of the foregoing,  each Revolving  Credit Lender
hereby absolutely and unconditionally agrees, upon receipt of notice as provided
above,  to pay to the  Administrative  Agent,  for the account of the  Swingline
Lender,  such Revolving  Credit  Lender's Pro Rata  Percentage of each Swingline
Loan that is not  repaid on the last day of the  Interest  Period  with  respect
thereto.   Each  Revolving  Credit  Lender  acknowledges  and  agrees  that  its
obligation  to  acquire  participations  in  Swingline  Loans  pursuant  to this
paragraph  is  absolute  and  unconditional  and  shall not be  affected  by any
circumstance  whatsoever,  including the occurrence and continuance of a Default
or an Event of Default,  and that each such  payment  shall be made  without any
offset,  abatement,  withholding or reduction whatsoever.  Each Revolving Credit
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately  available  funds, in the same manner as provided in Section 2.02(c)
with respect to Loans made by such Revolving  Credit Lender (and Section 2.02(c)
shall apply,  mutatis  mutandis,  to the payment  obligations  of the  Revolving
Credit Lenders) and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so  received by it from the  Revolving  Credit  Lenders.  The
Administrative  Agent shall notify Terex of any  participations in any Swingline
Loan acquired  pursuant to this paragraph and thereafter  payments in respect of
such  Swingline  Loan shall be made to the  Administrative  Agent and not to the
Swingline  Lender.  Any amounts  received by the Swingline Lender from Terex (or
other party on behalf of Terex) in respect of a Swingline  Loan after receipt by
the Swingline Lender of the proceeds of a sale of  participations  therein shall
be promptly remitted to the  Administrative  Agent; any such amounts received by
the Administrative  Agent shall be promptly remitted by the Administrative Agent
to the Revolving Credit Lenders that shall have made their payments  pursuant to
this paragraph and to the Swingline Lender,  as their interests may appear.  The
purchase of  participations in a Swingline Loan pursuant to this paragraph shall
not  relieve  Terex (or other  party  liable  for  obligations  of Terex) of any
default in the payment thereof.

     SECTION 2.23.  Letters of Credit.  (a) Subject to the terms and  conditions
set forth herein,  (i) each of the Existing  Letters of Credit  shall,  upon the
effectiveness of this Agreement on the Restatement  Closing Date and without any
further action on the part of the  applicable  Issuing Bank or any other person,
be deemed for all purposes to have been issued by the applicable Issuing Bank as
a Letter of Credit hereunder and (ii) any Borrower may request the issuance of a
Letter of Credit for its own account,  in a form  reasonably  acceptable  to the
Administrative  Agent and the applicable Issuing Bank, at any time and from time
to time while the Revolving Credit  Commitments  remain in effect.  This Section
shall not be construed to impose an obligation upon an Issuing Bank to issue any
Letter of Credit  that is  inconsistent  with the terms and  conditions  of this
Agreement.

     (b) Notice of Issuance,  Amendment, Renewal, Extension; Certain Conditions.
In order to request the  issuance  of a Letter of Credit (or to amend,  renew or
extend an existing Letter of Credit), the applicable Borrower shall hand deliver
or telecopy to the applicable Issuing Bank and the  Administrative  Agent (three
Business Days in advance of the requested date of issuance,  amendment,  renewal
or  extension,   or  such  shorter  period  as  the  applicable  Borrower,   the
Administrative  Agent and the  applicable  Issuing  Bank  shall  agree) a notice
requesting  the  issuance of a Letter of Credit,  or  identifying  the Letter of

<PAGE>

Credit to be amended,  renewed or  extended,  the date of  issuance,  amendment,
renewal  or  extension,  the date on which  such  Letter  of Credit is to expire
(which shall comply with  paragraph (c) below),  the amount and currency  (which
must be dollars or an Alternative  Currency) of such Letter of Credit,  the name
and address of the  beneficiary  thereof and such other  information as shall be
necessary to prepare such Letter of Credit.  A Letter of Credit shall be issued,
amended, renewed or extended only if, and upon issuance,  amendment,  renewal or
extension of each Letter of Credit the  applicable  Borrower  shall be deemed to
represent and warrant that,  after giving  effect to such  issuance,  amendment,
renewal or extension (A) the L/C Exposure shall not exceed $60,000,000,  (B) the
Aggregate  Revolving Credit Exposure shall not exceed the Total Revolving Credit
Commitment  and (C) the  Alternative  Currency  Revolving  Credit  Exposure with
respect to any  Alternative  Currency  shall not exceed  the  sublimit  for such
Alternative Currency set forth in Schedule 2.01(b).

     (c)  Expiration  Date.  Each Letter of Credit  shall expire at the close of
business on the  earlier of the date one year after the date of the  issuance of
such  Letter of  Credit  and the date that is five  Business  Days  prior to the
Revolving  Credit  Maturity  Date,  unless such Letter of Credit  expires by its
terms on an earlier date.

     (d) Participations.  By the issuance of a Letter of Credit (or, in the case
of the  Existing  Letters of Credit,  deemed  issuance)  and without any further
action on the part of such Issuing Bank or the Lenders,  the applicable  Issuing
Bank hereby grants to each Revolving Credit Lender,  and each such Lender hereby
acquires from the  applicable  Issuing Bank, a  participation  in such Letter of
Credit  equal to such  Lender's  Pro Rata  Percentage  of the  aggregate  amount
available to be drawn under such Letter of Credit,  effective  upon the issuance
of such Letter of Credit.  In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the  Administrative  Agent,  for the account of the applicable  Issuing Bank,
such Lender's Pro Rata Percentage of each L/C Disbursement  made by such Issuing
Bank and not reimbursed by the applicable  Borrower (or, if applicable,  another
party pursuant to its  obligations  under any other Loan Document)  forthwith on
the date due as provided in Section 2.02(f) and in the same currency as such L/C
Disbursement.  Each  Revolving  Credit Lender  acknowledges  and agrees that its
obligation to acquire  participations  pursuant to this  paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance  whatsoever,  including the occurrence and continuance of a Default
or an Event of Default or the fact that, as a result of fluctuations in exchange
rates,  such Revolving  Credit  Lender's  Revolving  Credit Exposure at any time
might exceed its Revolving Credit Commitment at such time (in which case Section
2.13(a)  would  apply),  and that each such  payment  shall be made  without any
offset, abatement, withholding or reduction whatsoever.

     (e)  Reimbursement.  If an Issuing Bank shall make any L/C  Disbursement in
respect of a Letter of Credit  denominated in dollars,  the applicable  Borrower
shall pay to the  Administrative  Agent an amount equal to such L/C Disbursement

<PAGE>

not later than two hours after such Borrower shall have received notice from the
applicable  Issuing  Bank that  payment of such draft will be made,  or, if such
Borrower  shall have received  such notice later than 10:00 a.m.,  New York City
time, on any Business Day, not later than 10:00 a.m., New York City time, on the
immediately  following  Business  Day.  If an  Issuing  Bank  shall make any L/C
Disbursement  in respect of a Letter of Credit  denominated  in any  Alternative
Currency,  the  applicable  Borrower  shall pay to the  Administrative  Agent an
amount  equal to such L/C  Disbursement  not  later  than two hours  after  such
Borrower  shall have  received  notice  from the  applicable  Issuing  Bank that
payment of such draft will be made,  or, if such  Borrower  shall have  received
such notice later than 10:00 a.m.,  London time,  on any Business Day, not later
than 10:00 a.m., London time, on the immediately following Business Day.

     (f)  Obligations  Absolute.  Each  Borrower's  obligations to reimburse L/C
Disbursements   as  provided  in   paragraph   (e)  above  shall  be   absolute,
unconditional  and  irrevocable,  and shall be performed  strictly in accordance
with the terms of this Agreement,  under any and all  circumstances  whatsoever,
and irrespective of:

          (i) any lack of validity or  enforceability of any Letter of Credit or
     any Loan Document, or any term or provision therein;

          (ii) any  amendment or waiver of or any consent to departure  from all
     or any of the provisions of any Letter of Credit or any Loan Document;

          (iii) the existence of any claim, setoff,  defense or other right that
     any Borrower,  any other party  guaranteeing,  or otherwise obligated with,
     such  Borrower,  any  Subsidiary  or other  Affiliate  thereof or any other
     person may at any time have  against  the  beneficiary  under any Letter of
     Credit, the applicable Issuing Bank, the Administrative Agent or any Lender
     or any other person,  whether in connection with this Agreement,  any other
     Loan Document or any other related or unrelated agreement or transaction;

          (iv) any draft or other  document  presented  under a Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect;

          (v)  payment  by an  Issuing  Bank  under a Letter of  Credit  against
     presentation  of a draft or other  document  that does not comply  with the
     terms of such Letter of Credit; and

          (vi)  any  other  act or  omission  to act or  delay of any kind of an
     Issuing Bank, the Lenders,  the Administrative Agent or any other person or
     any other event or circumstance  whatsoever,  whether or not similar to any
     of the  foregoing,  that might,  but for the  provisions  of this  Section,
     constitute a legal or equitable  discharge  of any  Borrower's  obligations
     hereunder.
<PAGE>

     Without  limiting  the  generality  of  the  foregoing,   it  is  expressly
understood  and agreed that the absolute and  unconditional  obligation  of each
Borrower  hereunder to reimburse  L/C  Disbursements  will not be excused by the
gross negligence or wilful misconduct of an Issuing Bank. However, the foregoing
shall not be construed to excuse an Issuing Bank from  liability to any Borrower
to the extent of any direct damages (as opposed to consequential damages, claims
in respect of which are hereby waived by each  Borrower to the extent  permitted
by applicable law) suffered by any Borrower that are caused by an Issuing Bank's
gross  negligence or wilful  misconduct in determining  whether drafts and other
documents  presented under a Letter of Credit comply with the terms thereof;  it
is  understood  that an Issuing Bank may accept  documents  that appear on their
face to be in order,  without  responsibility for further  investigation and, in
making any payment  under any Letter of Credit (i) an Issuing  Bank's  exclusive
reliance on the documents  presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented  under  such  Letter of  Credit,  whether or not the amount due to the
beneficiary  thereunder  equals the amount of such draft and  whether or not any
document  presented  pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other  statement  or any other  document  presented  pursuant to such
Letter of Credit proves to be forged or invalid or any statement  therein proves
to be inaccurate or untrue in any respect  whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall,  in each case, be deemed not to constitute  wilful
misconduct or gross negligence of an Issuing Bank.

     (g) Disbursement  Procedures.  The applicable Issuing Bank shall,  promptly
following its receipt thereof,  examine all documents  purporting to represent a
demand for payment under a Letter of Credit. Such Issuing Bank shall as promptly
as  possible  give  telephonic  notification,  confirmed  by  telecopy,  to  the
Administrative  Agent and the applicable Borrower of such demand for payment and
whether such Issuing Bank has made or will make an L/C Disbursement  thereunder;
provided  that any  failure  to give or delay in giving  such  notice  shall not
relieve any Borrower of its  obligation  to reimburse  such Issuing Bank and the
Revolving  Credit  Lenders  with  respect  to any  such  L/C  Disbursement.  The
Administrative  Agent shall  promptly give each  Revolving  Credit Lender notice
thereof.

     (h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement in
respect  of a Letter of  Credit,  then,  unless the  applicable  Borrower  shall
reimburse such L/C  Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of such Issuing Bank,  for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by such Borrower or the date on which interest shall commence to
accrue thereon as provided in Section 2.02(f),  at the rate per annum that would
apply to such amount if such amount  were (i) in the case of a Dollar  Loan,  an
ABR  Revolving  Loan  and  (ii)  in  the  case  of an  Alternative  Currency,  a
Eurocurrency Revolving Loan with an Interest Period of one month's duration.
<PAGE>

     (i)  Resignation  or Removal of an Issuing Bank. An Issuing Bank may resign
at any time by  giving  180 days'  prior  written  notice to the  Administrative
Agent,  the Lenders and Terex, and may be removed at any time by Terex by notice
to such Issuing Bank, the Administrative  Agent and the Lenders.  Subject to the
next succeeding paragraph,  upon the acceptance of any appointment as an Issuing
Bank  hereunder  by a Lender that shall  agree to serve as a  successor  Issuing
Bank,  such successor shall succeed to and become vested with all the interests,
rights and  obligations  of the retiring  Issuing Bank and the retiring  Issuing
Bank shall be discharged  from its  obligations to issue  additional  Letters of
Credit  hereunder.  At  the  time  such  removal  or  resignation  shall  become
effective,  the  Borrowers  shall pay all accrued  and unpaid  fees  pursuant to
Section  2.05(c)(ii).  The  acceptance  of any  appointment  as an Issuing  Bank
hereunder by a successor Lender shall be evidenced by an agreement  entered into
by  such   successor,   in  a  form   satisfactory  to  the  Borrowers  and  the
Administrative  Agent, and, from and after the effective date of such agreement,
(i) such  successor  Lender  shall have all the rights  and  obligations  of the
previous Issuing Bank under this Agreement and the other Loan Documents and (ii)
references  herein and in the other Loan  Documents to the term  "Issuing  Bank"
shall be deemed to refer to such  successor or to any previous  Issuing Bank, or
to such successor and all previous  Issuing Banks, as the context shall require.
After the  resignation  or removal of an Issuing  Bank  hereunder,  the retiring
Issuing  Bank shall  remain a party  hereto and shall  continue  to have all the
rights and  obligations  of an Issuing Bank under this  Agreement  and the other
Loan  Documents  with  respect to  Letters of Credit  issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

     (j) Cash Collateralization.  If (i) any Event of Default shall occur and be
continuing  or (ii) to the extent and so long as the L/C  Exposure  exceeds  the
Total  Revolving  Credit  Commitment,  the Borrowers  shall, on the Business Day
after  Terex  receives  notice  from the  Administrative  Agent or the  Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Credit
Lenders holding  participations  in outstanding  Letters of Credit  representing
greater than 50% of the aggregate  undrawn amount of all outstanding  Letters of
Credit)  thereof and of the amount to be  deposited,  deposit in an account with
the Collateral Agent, for the benefit of the Revolving Credit Lenders, an amount
in cash in the  currency  determined  by the  Collateral  Agent equal to the L/C
Exposure as of such date. Such deposit shall be held by the Collateral  Agent as
collateral for the payment and  performance of the  Obligations.  The Collateral
Agent shall have exclusive  dominion and control,  including the exclusive right
of  withdrawal,  over  such  account.  Other  than any  interest  earned  on the
investment of such deposits in Permitted Investments, which investments shall be
made at the option and sole  discretion of the Collateral  Agent,  such deposits
shall not bear interest.  Interest or profits, if any, on such investments shall
accumulate in such account.  Moneys in such account shall (i)  automatically  be
applied  by the  Administrative  Agent to  reimburse  any  Issuing  Bank for L/C

<PAGE>

Disbursements  for  which  it has not  been  reimbursed,  (ii)  be held  for the
satisfaction  of the  reimbursement  obligations  of the  Borrowers  for the L/C
Exposure  at  such  time  and  (iii)  if the  maturity  of the  Loans  has  been
accelerated  (but subject to the consent of  Revolving  Credit  Lenders  holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding  Letters of Credit),  be applied
to satisfy the Obligations.  If any Borrower is required to provide an amount of
cash collateral  hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as  aforesaid)  shall be returned to such
Borrower  within three Business Days after all Events of Default have been cured
or waived.  If any Borrower is required to provide an amount of cash  collateral
pursuant to clause (ii) of the first sentence of this paragraph (j), such amount
shall be  returned  to such  Borrower  from time to time to the extent  that the
amount of such cash collateral held by the Collateral  Agent exceeds the excess,
if any, of the L/C Exposure over the Total Revolving  Credit  Commitment so long
as no Event of Default shall have occurred and be continuing.

     SECTION 2.24.  A/C Fronted  Loans.  (a) Subject to the terms and conditions
and relying upon the  representations  and warranties  herein set forth, (i) the
Australian  Fronting  Lender agrees to make loans to the Australian  Borrower in
Australian  Dollars and (ii) the Italian Fronting Lender agrees to make loans to
the Italian Borrower in Euro, in each case, at any time and from time to time on
and after the  Original  Closing  Date and until the  earlier  of the  Revolving
Credit Maturity Date and the termination of the A/C Fronting  Commitment of such
A/C  Fronting  Lender in  accordance  with the  terms  hereof,  in an  aggregate
principal  amount at any time outstanding that will not result in (i) the Dollar
Equivalent of the aggregate  principal amount of such A/C Fronting  Lender's A/C
Fronting  Loans  exceeding  its A/C Fronting  Commitment  or (ii) the  Aggregate
Revolving  Credit  Exposure,  after  giving  effect  to any  A/C  Fronted  Loan,
exceeding  the Total  Revolving  Credit  Commitment;  provided  however that the
Italian  Borrower shall not be entitled to make any Borrowings  hereunder  until
all amounts  under the Italian  Facilities  shall have been paid in full and the
commitments thereunder terminated. Each A/C Fronted Loan shall be in a principal
amount that is an integral  multiple of the Alternative  Currency  Equivalent of
$100,000  and not less than  $2,500,000.  The A/C  Fronting  Commitments  may be
terminated or reduced from time to time as provided herein. Within the foregoing
limits,  the  applicable  Borrower  may borrow,  pay or prepay and  reborrow A/C
Fronted Loans  hereunder,  subject to the terms,  conditions and limitations set
forth herein.

     (b) A/C Fronted Loans. The Australian Borrower or the Italian Borrower,  as
applicable,  shall notify the applicable A/C Fronting Lender, with a copy to the
Administrative  Agent, by telecopy,  or by telephone (confirmed by telecopy) (i)
in the case of the Australian Borrower,  not later than 10:00 a.m., Sydney time,
on the day of a proposed  A/C  Fronted  Loan or (ii) in the case of the  Italian
Borrower, not later than 10:00 a.m., Boston time, three Business Days before the
date of a proposed  A/C  Fronted  Loan.  Such  notice  shall be  delivered  on a
Business Day,  shall be  irrevocable  and shall refer to this  Agreement,  shall

<PAGE>

specify the  requested  date (which shall be a Business  Day) and amount of such
A/C Fronted Loan (which shall be expressed in dollars),  shall  specify  whether
such A/C Fronted  Loan is to be an A/C Fronted  Base Rate Loan or an AC/ Fronted
Fixed Rate Loan and, if such Loan is to be an A/C Fronted  Fixed Rate Loan,  the
Interest  Period  therefor  (which shall comply with the  definition of the term
"Bank Bill Rate" or "Italian Fixed Rate", as applicable.  If no Rate is selected
with respect to any A/C Fronted Loan, the applicable Borrower shall be deemed to
have selected an A/C Fronted Base Rate Loan.

     (c)  Prepayment.  The applicable  Borrower shall have the right at any time
from time to time to prepay  any A/C  Fronted  Loan,  in whole or in part,  upon
giving written or telecopy  notice (or telephone  notice  promptly  confirmed by
written,  or telecopy  notice) to the applicable A/C Fronting  Lender and to the
Administrative  Agent before 12:00 (noon),  local time on the date of prepayment
at the  applicable  A/C  Fronting  Lender's  address  for notices  specified  on
Schedule  2.01(a).  All  principal  payments  of  A/C  Fronted  Loans  shall  be
accompanied by accrued interest on the principal amount being repaid to the date
of payment.  All  prepayments  of A/C Fronted  Loans shall be subject to Section
2.16 but otherwise without premium or penalty.

     (d) Interest.  Subject to the provisions of Section 2.07,  each A/C Fronted
Base Rate Loan shall bear  interest  (computed on the basis of the actual number
of days  elapsed  over a year of 360 days) at a rate per annum  equal to the A/C
Fronted  Base Rate with  respect to such A/C  Fronted  Loan plus the  Applicable
Percentage with respect to such Loan. Subject to the provisions of Section 2.07,
each A/C Fronted Fixed Rate Loan shall bear  interest  (computed on the basis of
the actual  number of days  elapsed over a year of 360 days) at a rate per annum
equal to the A/C Fronted  Fixed Rate for the Interest  Period in effect for such
Loan plus the Applicable  Percentage with respect to such Loan. Interest on each
A/C Fronted  Loan shall be payable on the  Interest  Payment  Date with  respect
thereto.  Each A/C Fronting Lender shall notify the applicable  Borrower and the
Administrative Agent of the A/C Fronting Base Rate or the A/C Fronted Fixed Rate
applicable to such A/C Fronting  Lender's A/C Fronted Loans  promptly  following
each determination thereof.

     (e) Participations. If the applicable Borrower shall default in the payment
of  principal  of or interest on any A/C Fronted Loan when and as the same shall
become due and payable,  whether at the due date thereof or by  acceleration  or
otherwise,  then the  applicable A/C Fronting  Lender shall promptly  notify the
Administrative  Agent thereof and, upon notice from the Administrative  Agent or
the applicable A/C Fronting  Lender to the  applicable  Borrower,  the principal
amount of all A/C Fronted Loans to such Borrower,  together with all accrued and
unpaid interest  thereon,  shall be converted to Dollar Loans and obligations to
pay interest in dollars,  respectively,  at the Exchange Rate  prevailing on the
date of such default,  and the  Administrative  Agent shall promptly notify each
Revolving Credit Lender of such default (by telecopy or by telephone,  confirmed
in writing) and of its Pro Rata  Percentage in dollars of such A/C Fronted Loan.

<PAGE>

Upon such notice but without any further  action,  the  applicable  A/C Fronting
Lender  hereby  agrees  to  grant  to each  Revolving  Credit  Lender,  and each
Revolving  Credit  Lender  hereby  agrees to  acquire  from the  applicable  A/C
Fronting  Lender,  a  participation  in such defaulted A/C Fronted Loan equal to
such Lender's Pro Rata Percentage in dollars of the aggregate  principal  amount
of such  defaulted A/C Fronting  Loan. In  furtherance  of the  foregoing,  each
Revolving  Credit Lender hereby  absolutely  and  unconditionally  agrees,  upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the applicable A/C Fronting Lender, such Lender's Pro Rata Percentage
of each such  defaulted A/C Fronted Loan.  Each Lender  acknowledges  and agrees
that its obligation to acquire  participations  in A/C Fronted Loans pursuant to
this  paragraph is absolute and  unconditional  and shall not be affected by any
circumstance  whatsoever,  including the occurrence and continuance of a Default
or an Event of Default,  and that each such  payment  shall be made  without any
offset, abatement, withholding or reduction whatsoever. Each Lender shall comply
with its  obligation  under  this  paragraph  by wire  transfer  of  immediately
available  funds in the same manner as provided in Section  2.02(c) with respect
to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis,
to the payment  obligations of the Lenders) and the  Administrative  Agent shall
promptly pay to the applicable A/C Fronting Lender the amounts so received by it
from the Lenders.  The Administrative Agent shall notify the applicable Borrower
of any  participations  in any  A/C  Fronted  Loan  acquired  pursuant  to  this
paragraph and  thereafter  payments in respect of such A/C Fronted Loan shall be
made in dollars and to the  Administrative  Agent and not to the  applicable A/C
Fronting  Lender.  Any  amounts  received  by an A/C  Fronting  Lender  from any
Borrower  (or other  party on  behalf of such  Borrower)  in  respect  of an A/C
Fronted Loan after receipt by such A/C Fronting Lender of the proceeds of a sale
of  participations  therein  shall be promptly  remitted  to the  Administrative
Agent; any such amounts received by the  Administrative  Agent shall be promptly
remitted by the  Administrative  Agent to the Lenders that shall have made their
payments  pursuant to this paragraph and to the applicable A/C Fronting  Lender,
as their interests may appear.  The purchase of participations in an A/C Fronted
Loan pursuant to this  paragraph  shall not relieve any Borrower (or other party
liable for obligations of such Borrower) of any default in the payment thereof.

     (f) Termination and Reduction of A/C Fronting Commitments.  Upon written or
telecopy notice to the applicable A/C Fronting Lender and to the  Administrative
Agent, Terex may at any time permanently terminate, or from time to time in part
permanently  reduce,  the A/C Fronting  Commitment  of any A/C Fronting  Lender;
provided,  however, that the A/C Fronting Commitment of such A/C Fronting Lender
shall not be reduced to an amount  that is less than the A/C  Fronting  Loans of
such A/C Fronting Lender at such time.

     SECTION 2.25.  Reporting  Requirements of A/C Fronting  Lenders and Issuing
Banks.  (a) Within two Business  Days  following  the last day of each  calendar
month,  each A/C Fronting  Lender shall  deliver to the  Administrative  Agent a
statement  showing the average daily  principal  amount of the A/C Fronted Loans
outstanding in each currency during the calendar quarter most recently ended.
<PAGE>

     (b) Within two Business Days following the last day of each calendar month,
each Issuing Bank shall deliver to the  Administrative  Agent a report detailing
all activity  during the  preceding  month with respect to any Letters of Credit
issued by such Issuing Bank,  including the face amount,  the account party, the
beneficiary  and the  expiration  date of such  Letters  of Credit and any other
information  with  respect  thereto as may be  requested  by the  Administrative
Agent.

     SECTION 2.26.  Additional Issuing Banks. The Borrowers may, at any time and
from time to time with the consent of the  Administrative  Agent (which  consent
shall not be  unreasonably  withheld)  and such  Lender,  designate  one or more
additional  Lenders to act as an issuing bank under the terms of this  Agreement
solely for the purpose of issuing  Letters of Credit  denominated in Alternative
Currencies other than Pounds, Euro and Australian Dollars. Any Lender designated
as an  issuing  bank  pursuant  to this  Section  2.26  shall be deemed to be an
"Issuing  Bank" (in  addition to being a Lender) in respect of Letters of Credit
issued or to be issued by such  Lender  and,  with  respect  to such  Letters of
Credit, such term shall thereafter apply to the Issuing Bank and such Lender.

     SECTION  2.27.  Pro Rata  Treatment  of Term  Loans  and  Tranche  C Loans.
Notwithstanding  any  other  provision  herein,  any  funds to be used to prepay
Tranche B Term Loans pursuant to Section 2.12 or Section 2.13 shall be allocated
pro rata  between  the  Tranche B Term Loans and the  Tranche C Term Loans based
upon the aggregate  outstanding principal amount of the Tranche B Term Loans and
Tranche  C Term  Loans on the date of  prepayment.  The  Lenders  shall  also be
entitled to share pro rata in any  prepayments  of the type described in Section
2.12 or 2.13 in  respect  of  Tranche C Term  Loans  that are made to  Tranche C
Lenders  pursuant  to the  Tranche  C  Credit  Agreement.  The pro  rata  amount
allocated to Tranche B Term Loans in accordance  with this Section 2.27 shall be
applied as otherwise required by this Agreement.


                                   ARTICLE III

                         Representations and Warranties

     Each Borrower  represents  and warrants to the  Administrative  Agent,  the
Collateral Agent, each of the Issuing Banks and each of the Lenders that:

     SECTION  3.01.  Organization;  Powers.  Terex and each of the  Subsidiaries
(including each Borrower) (a) is a corporation or partnership duly  incorporated
or formed,  as the case may be, validly  existing and in good standing under the
laws of the jurisdiction of its incorporation,  (b) has all requisite  corporate

<PAGE>

power and  authority to own its property and assets and to carry on its business
as now  conducted  and as  proposed  to be  conducted,  (c) is  qualified  to do
business  in,  and  is in  good  standing  in,  every  jurisdiction  where  such
qualification  is  required,  except  where the failure so to qualify  could not
reasonably be expected to result in a Material  Adverse Effect,  and (d) has the
corporate  power and authority to execute,  deliver and perform its  obligations
under  each of the  Loan  Documents  and  each  other  agreement  or  instrument
contemplated  hereby to which it is or will be a party and,  in the case of each
Borrower,  to borrow  hereunder.  Each  Borrower  (other than Terex) is a wholly
owned Subsidiary.

     SECTION 3.02.  Authorization.  The execution,  delivery and  performance by
each  Loan  Party of each of the Loan  Documents  and the  borrowings  hereunder
(collectively,  the  "Transactions")  (a)  have  been  duly  authorized  by  all
requisite  corporate and, if required,  stockholder  action and (b) will not (i)
violate  (A)  any  provision  of  law,  statute,  rule  or  regulation,  (B) the
certificate  or articles of  incorporation  or other  constitutive  documents or
By-laws of Terex or any Subsidiary,  (C) any order of any Governmental Authority
applicable to Terex or such  Subsidiary  or (D) any provision of any  indenture,
agreement or other  instrument to which Terex or any Restricted  Subsidiary is a
party or by which any of them or any of their property is or may be bound,  (ii)
result in a breach of or  constitute  (alone or with  notice or lapse of time or
both) a default under, or give rise to any right to accelerate or to require the
prepayment, repurchase or redemption of any obligation under any such indenture,
agreement or other  instrument,  except,  in the case of each of clause  (i)(A),
(i)(D) and (ii), where such violation, breach or default could not reasonably be
expected to result in a Material  Adverse Effect or (iii) result in the creation
or  imposition  of any Lien upon or with  respect to any  property or assets now
owned or hereafter  acquired by Terex or any Restricted  Subsidiary  (other than
any Lien created hereunder or under the Security Documents).

     SECTION 3.03.  Enforceability.  This Agreement and each other Loan Document
has been duly  executed  and  delivered  by each  Borrower  and Loan Party party
thereto and constitutes a legal, valid and binding obligation of such Loan Party
enforceable  against such Loan Party in  accordance  with its terms,  subject to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or other laws
affecting  creditors'  rights  generally  and subject to general  principles  of
equity, regardless of whether considered in a proceeding in equity or at law.

     SECTION 3.04.  Governmental  Approvals.  No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except for such as have
been made or obtained and are in full force and effect, except where the failure
to obtain  the same could not  reasonably  be  expected  to result in a Material
Adverse Effect.

     SECTION 3.05. Financial  Statements.  Terex has heretofore furnished to the
Lenders its  consolidated  and  consolidating  balance  sheets and statements of
income and changes in financial condition as of and for each of the fiscal years
ended December 31, 1998, December 31, 1999 and December 31, 2000, audited by and

<PAGE>

accompanied by the opinion of  PricewaterhouseCoopers  LLP,  independent  public
accountants.  Such financial  statements present fairly in all material respects
the financial  condition  and results of operations  and cash flows of Terex and
its  consolidated  Subsidiaries  as of such  dates  and for such  periods.  Such
balance sheets and the notes thereto disclose all material  liabilities,  direct
or  contingent,  of Terex  and its  consolidated  Subsidiaries  as of the  dates
thereof  required  to be  reflected  in  accordance  with GAAP.  Such  financial
statements were prepared in accordance with GAAP applied on a consistent basis.

     SECTION  3.06.  No  Material  Adverse  Change.  There has been no  material
adverse  change  in the  business,  assets,  operations,  prospects,  condition,
financial  or  otherwise,  or material  agreements  of Terex and its  Restricted
Subsidiaries, taken as a whole, since December 31, 2000.

     SECTION 3.07.  Title to Properties;  Possession  Under Leases.  (a) Each of
Terex and its  Restricted  Subsidiaries  has fee  title  to, or valid  leasehold
interests in, all its material  properties  and assets  (including all Mortgaged
Property), except for defects in title that do not interfere with its ability to
conduct its business as currently  conducted or to utilize such  properties  and
assets for their intended purposes.  All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by Section 6.02.

     (b) Each of Terex  and its  Restricted  Subsidiaries  has  complied  in all
material  respects with all obligations under all material leases to which it is
a party and all such leases are in full force and effect.  Each of Terex and its
Restricted  Subsidiaries  enjoys peaceful and undisturbed  possession  under all
such material leases.

     (c) No Borrower has received any written  notice of, nor has any  knowledge
of, any pending or contemplated  condemnation proceeding affecting the Mortgaged
Properties or any sale or disposition thereof in lieu of condemnation.

     (d) Neither Terex nor any of its Restricted Subsidiaries is obligated under
any right of first refusal, option or other contractual right to sell, assign or
otherwise dispose of any Mortgaged Property or any interest therein.

     SECTION 3.08. Subsidiaries.  Schedule 3.08 sets forth as of the Restatement
Closing Date a list of all Subsidiaries and the percentage ownership interest of
Terex  therein.  The shares of capital  stock or other  ownership  interests  so
indicated on Schedule  3.08 are fully paid and non  assessable  and are owned by
Terex,  directly or indirectly  through its Subsidiaries,  free and clear of all
Liens,  except for Liens created under the Security  Documents.  Each Subsidiary
identified on Schedule 1.01(f) as an Inactive  Subsidiary (a) owns assets having
a fair  market  value not in excess of  $50,000 in the  aggregate,  (b) does not
conduct any  business  activity  and (c) is not an obligor  with  respect to any
Indebtedness.
<PAGE>

     SECTION 3.09. Litigation;  Compliance with Laws. (a) Except as set forth on
Schedule  3.09,  there are not any actions,  suits or  proceedings  at law or in
equity  or by or  before  any  Governmental  Authority  now  pending  or, to the
knowledge of any Borrower,  threatened  against or affecting Terex or any of its
Subsidiaries  or any  business,  property  or rights of any such person (i) that
involve  any Loan  Document or the  Transactions  or (ii) as to which there is a
reasonable  possibility  of an  adverse  determination  and that,  if  adversely
determined in the ordinary  course of such action,  suit or  proceeding,  at the
time of such determination, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

     (b)  None of Terex or any of its  Subsidiaries  or any of their  respective
material  properties  or  assets  is in  violation  of,  nor will the  continued
operation  of their  material  properties  and  assets  as  currently  conducted
violate,  any  law,  rule  or  regulation   (including  any  zoning,   building,
Environmental Law,  ordinance,  code or approval or any building permits) or any
restrictions of record or agreements affecting the Mortgaged Property,  or is in
default with respect to any judgment,  writ, injunction,  decree or order of any
Governmental  Authority,  where such  violation or default  could  reasonably be
expected to result in a Material Adverse Effect.

     (c)  Certificates of occupancy and permits are in effect for each Mortgaged
Property as  currently  constructed,  except  where the failure to have the same
could not reasonably be expected to result in a Material Adverse Effect.

     (d) No exchange control law or regulation materially restricts any Borrower
from complying with its obligations in respect of any Alternative  Currency Loan
or Letter of Credit or any other  Loan Party  with  respect  to its  obligations
under any Loan Document.

     SECTION 3.10. Agreements.  (a) Neither Terex nor any of its Subsidiaries is
a party to any agreement or  instrument or subject to any corporate  restriction
that has  resulted  or could  reasonably  be  expected  to result in a  Material
Adverse Effect.

     (b) Neither Terex nor any of its  Subsidiaries  is in default in any manner
under any provision of any indenture or other agreement or instrument evidencing
Indebtedness,  or any other  material  agreement or  instrument to which it is a
party or by which it or any of its  properties  or  assets  are or may be bound,
where such default could  reasonably be expected to result in a Material Adverse
Effect.

     SECTION 3.11. Federal Reserve Regulations. (a) Neither Terex nor any of its
Subsidiaries is engaged principally,  or as one of its important activities,  in
the  business of extending  credit for the purpose of buying or carrying  Margin
Stock.

     (b) No part of the  proceeds  of any Loan or any  Letter of Credit  will be
used, whether directly or indirectly,  and whether immediately,  incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board,  including Regulation U or
X.
<PAGE>

     SECTION 3.12.  Investment  Company Act; Public Utility Holding Company Act.
Neither  Terex nor any of its  Subsidiaries  is (a) an  "investment  company" as
defined in, or subject to regulation  under, the Investment  Company Act of 1940
or (b) a "holding  company" as defined in, or subject to regulation  under,  the
Public Utility Holding Company Act of 1935.

     SECTION 3.13.  Use of Proceeds.  Each Borrower will use the proceeds of the
Loans and will  request  the  issuance  of  Letters of Credit  only for  working
capital and other general  corporate  purposes  (including  financing  Permitted
Acquisitions).

     SECTION 3.14. Tax Returns.  Each of Terex and its Subsidiaries has filed or
caused  to be filed all  Federal,  state,  local  and  foreign  tax  returns  or
materials  required  to have been  filed by it and has paid or caused to be paid
all taxes due and payable by it and all assessments received by it (in each case
giving effect to applicable  extensions),  except taxes that are being contested
in good faith by appropriate proceedings and for which Terex or such Subsidiary,
as  applicable,  shall have set aside on its books  reserves in accordance  with
GAAP.

     SECTION  3.15.  No  Material  Misstatements.  None of (a) the  Confidential
Information  Memorandum  or  (b)  any  other  information,   report,   financial
statement,  exhibit or  schedule  furnished  by or on behalf of any  Borrower in
writing  to the  Administrative  Agent  or any  Lender  in  connection  with the
negotiation  of any Loan  Document or  included  therein or  delivered  pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted,  omits or will omit to state any  material  fact  necessary to make the
statements therein, in the light of the circumstances under which they were, are
or  will  be  made,  not  misleading;  provided  that  to the  extent  any  such
information,  report, financial statement, exhibit or schedule was based upon or
constitutes  a forecast or  projection,  such Borrower  represents  only that it
acted in good faith and utilized assumptions believed by it to be reasonable and
due care in the preparation of such information,  report,  financial  statement,
exhibit or schedule.

     SECTION 3.16.  Employee Benefit Plans. (a) Each of Terex and its respective
ERISA  Affiliates is in compliance in all material  respects with the applicable
provisions   of  ERISA  and  the  Code  and  the   regulations   and   published
interpretations  thereunder.  No  ERISA  Event  has  occurred  or is  reasonably
expected to occur that,  when taken  together  with all other such ERISA Events,
could reasonably be expected to result in a Material Adverse Effect. The present
value of all benefit  liabilities  under each Plan  (based on those  assumptions
used to fund such Plan) did not, as of December  31,  2000,  exceed by more than
$5,600,000  the fair  market  value of the assets of such Plan,  and the present
value of all  benefit  liabilities  of all  underfunded  Plans  (based  on those
assumptions  used to fund each such  Plan) did not,  as of  December  31,  2000,
exceed by more than  $5,600,000  the fair market value of the assets of all such
underfunded Plans.
<PAGE>

     (b) Each Foreign  Pension Plan is in  compliance  in all material  respects
with all requirements of law applicable thereto and the respective  requirements
of  the   governing   documents   for  such  plan  except  to  the  extent  such
non-compliance  could not reasonably be expected to result in a Material Adverse
Effect. With respect to each Foreign Pension Plan, none of Terex, its Affiliates
or any of  its  directors,  officers,  employees  or  agents  has  engaged  in a
transaction  which would subject Terex or any of its  Subsidiaries,  directly or
indirectly,  to a tax or civil  penalty  which  could  reasonably  be  expected,
individually or in the aggregate,  to result in a Material Adverse Effect.  With
respect to each Foreign  Pension  Plan,  reserves have been  established  in the
financial statements furnished to Lenders in respect of any unfunded liabilities
in  accordance  with  applicable  law and prudent  business  practice  or, where
required,  in accordance with ordinary accounting  practices in the jurisdiction
in which  such  Foreign  Pension  Plan is  maintained.  The  aggregate  unfunded
liabilities,  with respect to such Foreign Pension Plans could not reasonably be
expected to result in a Material Adverse Effect. There are no actions,  suits or
claims (other than routine  claims for benefits)  pending or threatened  against
Terex or any of its  Affiliates  with respect to any Foreign  Pension Plan which
could reasonably be expected,  individually or in the aggregate,  to result in a
Material Adverse Effect.

     SECTION 3.17. Environmental Matters. Except as set forth in Schedule 3.17:

     (a) The  properties  owned,  leased  or  operated  by each of Terex and its
Subsidiaries  (the  "Properties")  do not contain  any  Hazardous  Materials  in
amounts or concentrations  which (i) constitute,  or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations,  Remedial Actions and liabilities,  in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

     (b) The Properties and all operations of each of Terex and its Subsidiaries
are in compliance in all material respects, and in the last five years have been
in compliance,  with all  Environmental  Laws,  and all necessary  Environmental
Permits  have been  obtained  and are in effect,  except to the extent that such
non-compliance  or failure to obtain any necessary  permits,  in the  aggregate,
could reasonably be expected to not result in a Material Adverse Effect;

     (c) There have been no Releases or threatened  Releases at, from,  under or
proximate  to the  Properties  or otherwise  in  connection  with the current or
former  operations of Terex or its  Subsidiaries,  which  Releases or threatened
Releases, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;

     (d) Neither Terex nor any of its Subsidiaries has received any notice of an
Environmental  Claim in connection  with the Properties or the current or former

<PAGE>

operations  of Terex or such  Subsidiaries  or with  regard to any person  whose
liabilities for environmental matters Terex or such Subsidiaries has retained or
assumed, in whole or in part,  contractually,  by operation of law or otherwise,
which,  in the aggregate,  could  reasonably be expected to result in a Material
Adverse Effect, nor do Terex or its Subsidiaries have reason to believe that any
such notice will be received or is being threatened; and

     (e) Hazardous Materials have not been transported from the Properties,  nor
have Hazardous Materials been generated,  treated,  stored or disposed of at, on
or under any of the  Properties  in a manner  that could give rise to  liability
under any  Environmental  Law,  nor have Terex or its  Subsidiaries  retained or
assumed any  liability,  contractually,  by operation of law or otherwise,  with
respect  to  the  generation,   treatment,  storage  or  disposal  of  Hazardous
Materials, which liabilities,  in the aggregate, could reasonably be expected to
result in a Material Adverse Effect.

     SECTION  3.18.  Insurance.  Schedule  3.18 sets forth a true,  complete and
correct description of all material insurance  maintained by Terex or any of its
Restricted  Subsidiaries  as of the  Restatement  Closing Date. As of such date,
such insurance is in full force and effect and all premiums have been duly paid.
Each of Terex and its Restricted  Subsidiaries has insurance in such amounts and
covering such risks and  liabilities as are in accordance  with normal  industry
practice.

     SECTION 3.19. Security Documents.  (a) The Pledge Agreement is effective to
create in favor of the Collateral  Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable  security interest in the Collateral (as
defined in the Pledge Agreement) and, with respect to all Collateral  previously
delivered to and in the possession of the Collateral Agent,  constitutes,  or in
the case of  Collateral to be delivered in the future,  will  constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgors  thereunder in such Collateral,  in each case prior and
superior in right to any other person.

     (b)  The  Security  Agreement  is  effective  to  create  in  favor  of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable  security interest in the Collateral (as defined in the Security
Agreement) and, together with the financing statements previously filed or to be
filed in the  future,  constitutes,  or in the case of any future  filing,  will
constitute a fully perfected Lien on, and security interest in, all right, title
and  interest of the  grantors  thereunder  in such  Collateral  (other than the
Intellectual Property, as defined in the Security Agreement), in each case prior
and  superior  in right to any other  person,  other than with  respect to Liens
expressly permitted by Section 6.02.

     (c) The Security Agreement  currently on file with the United States Patent
and Trademark Office and the United States Copyright Office  constitutes a fully
perfected  Lien on, and security  interest in, all right,  title and interest of

<PAGE>

the grantors thereunder in the Intellectual Property (as defined in the Security
Agreement),  in each case prior and  superior  in right to any other  person (it
being  understood  that  subsequent  recordings  in the United States Patent and
Trademark  Office and the United  States  Copyright  Office may be  necessary to
perfect a lien on registered  trademarks,  trademark applications and copyrights
acquired by the grantors after the Original Closing Date).

     (d) The Mortgages are effective to create in favor of the Collateral Agent,
for the ratable benefit of the Secured Parties,  a legal,  valid and enforceable
Lien  on all of the  Loan  Parties'  right,  title  and  interest  in and to the
Mortgaged  Property  thereunder and the proceeds thereof,  and a fully perfected
Lien on, and  security  interest  in, all right,  title and interest of the Loan
Parties in such Mortgaged Property and the proceeds thereof,  in each case prior
and superior in right to any other person, other than with respect to the rights
of persons pursuant to Liens expressly permitted by Section 6.02.

     SECTION 3.20.  Location of Real Property and Leased Premises.  (a) Schedule
3.20(a) lists  completely and correctly as of the  Restatement  Closing Date all
real property owned by Terex and the Restricted  Subsidiaries  and the addresses
thereof. Terex and the Restricted  Subsidiaries own in fee all the real property
set forth on Schedule 3.20(a).

     (b) Schedule  3.20(b) lists  completely and correctly as of the Restatement
Closing Date all real property  leased by Terex and the Restricted  Subsidiaries
and the addresses  thereof.  Terex and the  Restricted  Subsidiaries  have valid
leases in all the real property set forth on Schedule 3.20(b).

     SECTION 3.21.  Labor  Matters.  Except as set forth on Schedule 3.21, as of
the  Restatement  Closing  Date,  there are no strikes,  lockouts  or  slowdowns
against Terex or any of its Restricted Subsidiaries pending or, to the knowledge
of any Borrower,  threatened. The hours worked by and payments made to employees
of Terex and its Restricted  Subsidiaries have not been in violation of the Fair
Labor Standards Act or any other applicable Federal, state, local or foreign law
dealing with such matters.  All payments due from Terex or any of its Restricted
Subsidiaries,  or for  which any  claim  may be made  against  Terex or any such
Restricted  Subsidiary,  on account  of wages and  employee  health and  welfare
insurance  and other  benefits,  have been paid or accrued as a liability on the
books  of  Terex  or  such  Restricted  Subsidiary.   The  consummation  of  the
Transactions  will  not  give  rise to any  right  of  termination  or  right of
renegotiation on the part of any union under any collective bargaining agreement
to which Terex or any of its Restricted Subsidiaries is bound on the Restatement
Closing Date.

     SECTION  3.22.   Solvency.   Immediately  after  the  consummation  of  the
Transactions and immediately  following the making of each Loan and after giving
effect to the  application of the proceeds of such Loans,  (a) the fair value of
the assets of the Loan Parties, at a fair valuation, will exceed their debts and
liabilities,  subordinated,  contingent  or  otherwise;  (b)  the  present  fair
saleable  value of the  property of the Loan  Parties  will be greater  than the

<PAGE>

amount that will be required to pay the  probable  liability  of their debts and
other  liabilities,  subordinated,  contingent or  otherwise,  as such debts and
other liabilities become absolute and matured;  (c) each Loan Party will be able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured;  and (d) each Loan Party will
not have unreasonably  small capital with which to conduct the business in which
it is engaged as such  business is now conducted and is proposed to be conducted
following the Restatement Closing Date.


                                   ARTICLE IV

                              Conditions of Lending

     The  obligations  of the Lenders to make Loans and of the Issuing  Banks to
issue  Letters  of Credit  hereunder  are  subject  to the  satisfaction  of the
following conditions:

     SECTION 4.01. All Credit Events.  On the date of each Borrowing,  including
each  Borrowing of a Swingline  Loan or an A/C Fronted Loan,  and on the date of
each issuance, amendment or renewal of a Letter of Credit (each such event being
called a "Credit Event"):

     (a) The Administrative Agent shall have received a notice of such Borrowing
as required  by Section  2.03 (or such  notice  shall have been deemed  given in
accordance  with  Section  2.03) or, in the case of the  issuance,  amendment or
renewal  of  a  Letter  of  Credit,   the   applicable   Issuing  Bank  and  the
Administrative  Agent shall have  received a notice  requesting  the issuance of
such  Letter of Credit as  required  by Section  2.23(b)  or, in the case of the
Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent
shall have  received a notice  requesting  such  Swingline  Loan as  required by
Section  2.22(b) or, in the case of a  Borrowing  of an A/C  Fronted  Loan,  the
applicable A/C Fronting Lender and the Administrative  Agent shall have received
a notice requesting such A/C Fronted Loan as required by Section 2.24(b).

     (b) The  representations  and  warranties  set forth in Article  III hereof
shall be true and correct in all material respects on and as of the date of such
Credit Event with the same effect as though made on and as of such date,  except
to the extent such representations and warranties expressly relate to an earlier
date.

     (c) Each Borrower and each other Loan Party shall be in compliance with all
the terms and provisions set forth herein and in each other Loan Document on its
part to be observed or performed,  and at the time of and immediately after such
Credit  Event,  no Event of  Default  or  Default  shall  have  occurred  and be
continuing.
<PAGE>

     Each  Credit  Event  shall be deemed to  constitute  a  representation  and
warranty by each  Borrower  on the date of such  Credit  Event as to the matters
specified in paragraphs (b) and (c) of this Section 4.01.



                                    ARTICLE V

                              Affirmative Covenants

     Each  Borrower  covenants  and agrees with each Lender that so long as this
Agreement shall remain in effect and until the Commitments  have been terminated
and the principal of and interest on each Loan,  all Fees and all other expenses
or amounts  payable under any Loan Document shall have been paid in full and all
Letters of Credit  have been  canceled or have  expired  and all  amounts  drawn
thereunder  have been  reimbursed  in full,  unless the Required  Lenders  shall
otherwise  consent in writing,  each Borrower  will,  and will cause each of its
Restricted Subsidiaries to:

     SECTION 5.01. Existence;  Businesses and Properties.  (a) Do or cause to be
done all things  necessary to preserve,  renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.

     (b) Do or cause to be done all things necessary to obtain, preserve, renew,
extend  and  keep in full  force  and  effect  the  rights,  licenses,  permits,
franchises,  authorizations,  patents,  copyrights,  trademarks  and trade names
material to the conduct of its  business;  maintain and operate such business in
substantially  the manner in which it is presently  conducted and operated or in
an otherwise prudent manner; comply in all material respects with all applicable
laws, rules,  regulations  (including any zoning,  building,  Environmental Law,
ordinance,  code or  approval or any  building  permits or any  restrictions  of
record or agreements affecting the Mortgaged  Properties) and decrees and orders
of any Governmental Authority, whether now in effect or hereafter enacted unless
failure  to comply  could not  reasonably  be  expected  to result in a Material
Adverse Effect;  and at all times maintain and preserve all property material to
the  conduct  of such  business  and keep such  property  in  working  order and
condition  and from time to time  make,  or cause to be made,  all  needful  and
proper repairs,  renewals,  additions,  improvements  and  replacements  thereto
necessary in order that the business  carried on in connection  therewith may be
conducted at all times in a commercially reasonably manner.

     SECTION  5.02.  Insurance.  (a) Keep its  insurable  properties  adequately
insured at all times by financially sound and reputable insurers;  maintain such
other  insurance  (including  self  insurance),  to such extent and against such
risks,  including fire and other risks insured against by extended coverage,  as
is customary with companies in the same or similar  businesses  operating in the
same or  similar  locations  and of  same  or  similar  size,  including  public
liability  insurance  against  claims for  personal  injury or death or property

<PAGE>

damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it; and maintain such other insurance as may be
required by law.

     (b) Cause all such policies of Terex or any Domestic Restricted  Subsidiary
to be  endorsed  or  otherwise  amended  to include a  "standard"  or "New York"
lender's loss payable endorsement, in form and substance reasonably satisfactory
to the  Administrative  Agent and the Collateral Agent,  which endorsement shall
provide  that,  from and after the  Restatement  Closing  Date, if the insurance
carrier shall have received written notice from the Administrative  Agent or the
Collateral Agent of the occurrence of an Event of Default, the insurance carrier
shall pay all proceeds otherwise payable to Terex or any such Loan Parties under
such  policies  directly to the  Collateral  Agent;  cause all such  policies to
provide that no Borrower, the Administrative Agent, the Collateral Agent nor any
other party shall be a coinsurer  thereunder and to contain a "Replacement  Cost
Endorsement",  without any deduction for depreciation, and such other provisions
as the Administrative  Agent or the Collateral Agent may reasonably require from
time to time to protect their interests; deliver original or certified copies of
all such  policies to the  Collateral  Agent;  cause each such policy to provide
that it shall not be canceled, modified or not renewed for any other reason upon
not less than 30 days'  prior  written  notice  thereof  by the  insurer  to the
Administrative  Agent and the Collateral  Agent;  deliver to the  Administrative
Agent  and the  Collateral  Agent,  prior to the  cancelation,  modification  or
nonrenewal of any such policy of insurance,  a copy of a renewal or  replacement
policy (or other  evidence of renewal of a policy  previously  delivered  to the
Administrative   Agent  and  the  Collateral   Agent)   together  with  evidence
satisfactory to the Administrative  Agent and the Collateral Agent of payment of
the premium therefor.

     (c) If at any time  the  area in which  the  Premises  (as  defined  in the
Mortgages)  are located is  designated  (i) a "flood  hazard  area" in any Flood
Insurance Rate Map published by the Federal Emergency  Management Agency (or any
successor  agency),   obtain  flood  insurance  in  such  total  amount  as  the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time require,  and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster  Protection Act of 1973, as it may be amended
from time to time, or (ii) a "Zone 1" area, obtain earthquake  insurance in such
total amount as the  Administrative  Agent, the Collateral Agent or the Required
Lenders may from time to time require.

     (d)  With   respect  to  any   Mortgaged   Property,   carry  and  maintain
comprehensive   general  liability  insurance  including  the  "broad  form  CGL
endorsement"  and  coverage  on an  occurrence  basis  against  claims  made for
personal  injury  (including  bodily  injury,  death and  property  damage)  and
umbrella  liability  insurance  against  any and all  claims,  in no event for a
combined  single  limit of less than that in effect on the  Restatement  Closing
Date, naming the Collateral Agent as an additional  insured, on forms reasonably
satisfactory to the Collateral Agent.
<PAGE>

     (e) Notify the  Administrative  Agent and the Collateral Agent  immediately
whenever any separate insurance  concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by any  Borrower;  and  promptly  deliver  to the  Administrative  Agent and the
Collateral Agent a duplicate original copy of such policy or policies.

     (f) In connection  with the covenants set forth in this Section 5.02, it is
understood and agreed that:

          (i) none of the Administrative  Agent, the Lenders, the Issuing Banks,
     or their  respective  agents or  employees  shall be liable for any loss or
     damage insured by the insurance  policies  required to be maintained  under
     this Section 5.02, it being understood that (A) each Borrower and the other
     Loan Parties  shall look solely to their  insurance  companies or any other
     parties other than the  aforesaid  parties for the recovery of such loss or
     damage and (B) such insurance companies shall have no rights of subrogation
     against the  Administrative  Agent, the Collateral Agent, the Lenders,  the
     Issuing  Banks or their agents or  employees.  If,  however,  the insurance
     policies do not provide waiver of subrogation  rights against such parties,
     as  required  above,  then  each  Borrower  hereby  agrees,  to the  extent
     permitted  by law,  to waive its right of  recovery,  if any,  against  the
     Administrative  Agent, the Collateral Agent, the Lenders, the Issuing Banks
     and their agents and employees; and

          (ii) the designation of any form, type or amount of insurance coverage
     by the  Administrative  Agent, the Collateral Agent or the Required Lenders
     under  this  Section  5.02  shall in no event be  deemed a  representation,
     warranty or advice by the Administrative Agent, the Collateral Agent or the
     Lenders that such insurance is adequate for the purposes of the business of
     any Borrower and its Subsidiaries or the protection of their properties and
     the  Administrative  Agent,  the Collateral  Agent and the Required Lenders
     shall  have the right from time to time to require  the  Borrowers  and the
     other Loan  Parties to keep other  insurance in such form and amount as the
     Administrative  Agent,  the  Collateral  Agent or the Required  Lenders may
     reasonably  request;  provided that such  insurance  shall be obtainable on
     commercially reasonable terms.

     SECTION  5.03.  Obligations  and  Taxes.  Pay its  Indebtedness  and  other
obligations  promptly and in  accordance  with their terms and pay and discharge
promptly  when due all taxes,  assessments  and  governmental  charges or levies
imposed  upon it or upon its income or  profits  or in respect of its  property,
before the same shall  become  delinquent  or in default,  as well as all lawful
claims for labor,  materials and supplies or otherwise  that,  if unpaid,  could
reasonably  be expected to give rise to a Lien upon such  properties or any part
thereof;  provided,  however,  that  such  payment  and  discharge  shall not be
required with respect to any such obligation,  tax, assessment,  charge, levy or
claim so long as the validity or amount thereof shall be contested in good faith

<PAGE>

by appropriate  proceedings and the applicable  Borrower shall have set aside on
its books reserves with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested  obligation,  tax, assessment or
charge and enforcement of a Lien and, in the case of a Mortgaged Property, there
is no risk of forfeiture of such property.

     SECTION 5.04.  Financial  Statements,  Reports,  etc. In the case of Terex,
furnish to the Administrative Agent for distribution by the Administrative Agent
to each Lender:

          (a) within 90 days after the end of each fiscal year, its consolidated
     and  consolidating  balance  sheets and related  statements of  operations,
     stockholders'  equity and cash flows  showing the  financial  condition  of
     Terex and its consolidated Subsidiaries as of the close of such fiscal year
     and the results of its operations  and the operations of such  Subsidiaries
     during  such  year,  all  audited  by  PricewaterhouseCoopers  LLP or other
     independent public accountants of recognized national standing or otherwise
     reasonably acceptable to the Required Lenders and accompanied by an opinion
     of such accountants  (which shall not be qualified in any material respect)
     to the effect that such  consolidated  financial  statements fairly present
     the  financial  condition  and  results  of  operations  of  Terex  and its
     consolidated  Subsidiaries on a consolidated  basis in accordance with GAAP
     consistently applied;

          (b)  within 45 days  after the end of each of the first  three  fiscal
     quarters of each fiscal year, its  consolidated and  consolidating  balance
     sheets and related statements of operations,  stockholders' equity and cash
     flows  showing  the  financial  condition  of  Terex  and its  consolidated
     Subsidiaries  as of the close of such fiscal quarter and the results of its
     operations  and the  operations  of such  Subsidiaries  during  such fiscal
     quarter and the then elapsed  portion of the fiscal year,  all certified by
     one of its Financial Officers as fairly presenting in all material respects
     the  financial  condition  and  results  of  operations  of  Terex  and its
     consolidated  Subsidiaries on a consolidated  basis in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments;

          (c)  concurrently  with any  delivery of  financial  statements  under
     sub-paragraph  (a)  or  (b)  above,  (i)  if  there  shall  have  been  any
     Unrestricted  Subsidiaries during the relevant period, comparable financial
     statements (which need not be audited or contain footnotes) for such period
     covering Terex and its Restricted  Subsidiaries,  and (ii) a certificate of
     the  accounting  firm (unless at such time it is the practice and policy of
     such accounting firm not to deliver such certificates) or Financial Officer
     opining on or certifying such statements (which certificate, when furnished
     by an accounting  firm,  may be limited to accounting  matters and disclaim
     responsibility for legal  interpretations)  (x) certifying that no Event of
     Default or Default has  occurred or, if such an Event of Default or Default
     has occurred,  specifying  the nature and extent thereof and any corrective
     action taken or proposed to be taken with respect  thereto;  and (y) in the
     case  of any  such  letter  from  such  Financial  Officer,  setting  forth

<PAGE>

     reasonably  detailed  calculations  demonstrating  compliance with Sections
     6.10, 6.11, 6.12 and 6.13;

          (d) promptly after the same become publicly  available,  copies of all
     periodic and other reports,  proxy  statements and other materials filed by
     Terex  or any  Restricted  Subsidiary  with  the  Securities  and  Exchange
     Commission,  or any Governmental  Authority succeeding to any or all of the
     functions of said Commission,  or with any national securities exchange, or
     distributed to its shareholders, as the case may be;

          (e) as promptly as practicable, but in no event later than 10 Business
     Days after the last day of each fiscal year of Terex,  a copy of the budget
     for its  consolidated  balance  sheet and related  statements of income and
     selected working capital and capital expenditure  analyses for each quarter
     of the following fiscal year; and

          (f) promptly,  from time to time, such other information regarding the
     operations,  business  affairs  and  financial  condition  of  Terex or any
     Restricted  Subsidiary,  or compliance with the terms of any Loan Document,
     as the Administrative Agent or any Lender may reasonably request.

     SECTION 5.05.  Litigation and Other Notices.  Furnish to the Administrative
Agent,  the Issuing Banks and each Lender,  promptly after  obtaining  knowledge
thereof, written notice of the following:

          (a) any Event of Default or Default,  specifying the nature and extent
     thereof  and the  corrective  action (if any) taken or proposed to be taken
     with respect thereto;

          (b) the  filing  or  commencement  of,  or any  threat  or  notice  of
     intention  of  any  person  to  file  or  commence,  any  action,  suit  or
     proceeding,  whether at law or in equity or by or before  any  Governmental
     Authority,  against  any  Borrower  or any  Affiliate  thereof  that  could
     reasonably be expected to result in a Material Adverse Effect; and

          (c) any  development  with respect to Terex or any Subsidiary that has
     resulted  in, or could  reasonably  be  expected  to result  in, a Material
     Adverse Effect.

     SECTION 5.06.  Employee Benefits.  (a) Comply in all material respects with
the applicable  provisions of ERISA and the Code and the laws  applicable to any
Foreign Benefit Plan and (b) furnish to the Administrative  Agent (i) as soon as
possible after, and in any event within 10 days after any Responsible Officer of
any  Borrower or any  Affiliate  knows that any ERISA Event has  occurred  that,
alone or together  with any other ERISA  Event could  reasonably  be expected to

<PAGE>

result in liability of any Borrower in an aggregate amount exceeding  $5,000,000
(or the Dollar  Equivalent  thereof  in  another  currency),  a  statement  of a
Financial  Officer of such Borrower setting forth details as to such ERISA Event
and the  action,  if any,  that such  Borrower  proposes  to take  with  respect
thereto.

     SECTION 5.07.  Maintaining  Records;  Access to Properties and Inspections.
Keep proper books of record and account in which full,  true and correct entries
in conformity in all material respects with GAAP and all requirements of law are
made  of  all  dealings  and  transactions  in  relation  to  its  business  and
activities.  Each  Loan  Party  will,  and  will  cause  each of its  Restricted
Subsidiaries  to, permit any  representatives  designated by the  Administrative
Agent  or any  Lender  to  visit  and  inspect  the  financial  records  and the
properties of any Borrower or any Restricted  Subsidiary at reasonable times and
as often as  reasonably  requested  (but in no event  more than  twice  annually
unless an Event of Default  shall have occurred and be  continuing)  and to make
extracts   from  and  copies  of  such   financial   records,   and  permit  any
representatives  designated by the Administrative Agent or any Lender to discuss
the affairs, finances and condition of any Borrower or any Restricted Subsidiary
with the officers thereof and independent accountants therefor.

     SECTION  5.08.  Use of Proceeds.  Use the proceeds of the Loans and request
the  issuance of Letters of Credit only for  working  capital and other  general
corporate purposes (including the financing of Permitted Acquisitions).

     SECTION 5.09.  Compliance with  Environmental  Laws.  Comply, and cause all
lessees and other persons  occupying its  Properties to comply,  in all material
respects with all Environmental Laws and Environmental Permits applicable to its
operations and Properties;  obtain and renew all Environmental Permits necessary
for its operations and Properties; and conduct any Remedial Action in accordance
with  Environmental  Laws;  provided,  however,  that no Borrower nor any of the
Restricted  Subsidiaries  shall be required to undertake any Remedial  Action to
the extent that its obligation to do so is being  contested in good faith and by
proper proceedings and appropriate reserves are being maintained with respect to
such circumstances in accordance with GAAP.

     SECTION 5.10.  Preparation of Environmental Reports. If an Event of Default
caused by reason of a breach of Section 3.17 or 5.09 shall have  occurred and be
continuing,  at the request of the Required  Lenders through the  Administrative
Agent,  provide to the Lenders within 45 days after such request, at the expense
of the applicable  Borrower,  an  environmental  site assessment  report for the
Properties  which are the subject of such default,  prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent and indicating
the presence or absence of Hazardous  Materials  and the  estimated  cost of any
Remedial  Action or any other  activity  required to bring the  Properties  into
compliance with Environmental Laws in connection with such Properties.
<PAGE>

     SECTION  5.11.  Further  Assurances.   (a)  Execute  any  and  all  further
documents,  financing  statements,  agreements  and  instruments,  and  take all
further action  (including  filing Uniform  Commercial  Code and other financing
statements,  mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders,  the  Administrative  Agent or the Collateral
Agent  may  reasonably   request,   in  order  to  effectuate  the  transactions
contemplated by the Loan Documents and in order to grant, preserve,  protect and
perfect the validity and first  priority of the  security  interests  created or
intended  to be  created  by  the  Security  Documents.  Terex  will  cause  any
subsequently acquired or organized Domestic Restricted Subsidiary (other than an
Inactive  Subsidiary  or Finsub) to execute a  Subsidiary  Guarantee  Agreement,
Indemnity  Subrogation and Contribution  Agreement and each applicable  Security
Document in favor of the Collateral Agent. In addition, from time to time, Terex
will, at its cost and expense,  promptly  secure the  Obligations by pledging or
creating, or causing to be pledged or created, perfected security interests with
respect to such of its assets and properties as the Administrative  Agent or the
Required Lenders shall reasonably  designate (it being understood that it is the
intent of the parties  that the  Obligations  shall be secured  by,  among other
things,  substantially  all the  assets of Terex and the  Subsidiary  Guarantors
(including real and other properties acquired subsequent to the Original Closing
Date)).  Such  security  interests  and Liens will be created under the Security
Documents and other  security  agreements,  mortgages,  deeds of trust and other
instruments and documents in form and substance  reasonably  satisfactory to the
Collateral  Agent,  and Terex  shall  deliver  or cause to be  delivered  to the
Lenders all such  instruments and documents  (including  legal  opinions,  title
insurance  policies and lien searches) as the Collateral  Agent shall reasonably
request to evidence compliance with this Section.

     (b) In the case of Terex and the Subsidiary Guarantors,  promptly to notify
the  Collateral  Agent in writing of any change (i) in its corporate  name or in
any trade name used to  identify  it in the  conduct of its  business  or in the
ownership of its properties, (ii) in the location of its chief executive office,
its  principal  place of  business,  any office in which it  maintains  books or
records  relating to  Collateral  owned by it or any office or facility at which
Collateral owned by it is located  (including the  establishment of any such new
office or facility), (iii) in its identity or corporate structure or (iv) in its
Federal  Taxpayer  Identification  Number.  Terex and each Subsidiary  Guarantor
agrees not to effect or permit any change referred to in the preceding  sentence
unless all filings have been made under the Uniform Commercial Code or otherwise
that are  required  in order for the  Collateral  Agent to continue at all times
following  such  change to have a valid,  legal  and  perfected  first  priority
security  interest in all the Collateral.  Terex and each  Subsidiary  Guarantor
agrees  promptly to notify the Collateral  Agent if any material  portion of the
Collateral owned or held by such Borrower is damaged or destroyed.
<PAGE>


                                   ARTICLE VI

                               Negative Covenants

     Each  Borrower  covenants and agrees with each Lender that, so long as this
Agreement shall remain in effect and until the Commitments  have been terminated
and the principal of and interest on each Loan,  all Fees and all other expenses
or  amounts  payable  under  any Loan  Document  have  been paid in full and all
Letters of Credit have been  cancelled  or have  expired  and all amounts  drawn
thereunder  have been  reimbursed  in full,  unless the Required  Lenders  shall
otherwise  consent in writing,  such  Borrower  will not,  and will not cause or
permit any of the Restricted Subsidiaries to:

     SECTION 6.01.  Indebtedness.  Incur, create,  assume or permit to exist any
Indebtedness, except that the Borrower and any Restricted Subsidiary (other than
an Inactive  Subsidiary or Finsub  (except as expressly  permitted by subsection
(q) below)) may incur, create, assume or permit to exist:

          (a)  Indebtedness  for  borrowed  money  existing  on the  Restatement
     Closing Date and set forth in Schedule 6.01;

          (b) Indebtedness created under (i) this Agreement,  (ii) the Tranche C
     Credit  Agreement and (iii) the other Loan  Documents;  provided,  however,
     that the sum of the Tranche C Loans and the undrawn  Tranche C  Commitments
     shall not exceed $566,200,000 at any time;

          (c) The Existing Senior Subordinated Notes, the New Subordinated Notes
     and the Additional Subordinated Notes;

          (d)  Indebtedness  pursuant  to (i)  Hedging  Agreements  and (ii) the
     Additional  L/C  Facility;  provided,  however,  that  the  Additional  L/C
     Exposure   (whether  created  under  the  Tranche  C  Credit  Agreement  or
     otherwise) shall not exceed $50,000,000 at any time;

          (e)   Indebtedness  of  (i)  Terex  or  any  wholly  owned  Restricted
     Subsidiary  (other  than an  Inactive  Subsidiary  or  Finsub) to any other
     wholly owned Restricted  Subsidiary  (other than an Inactive  Subsidiary or
     Finsub),  (ii)  any  wholly  owned  Restricted  Subsidiary  (other  than an
     Inactive  Subsidiary  or Finsub)  to Terex or (iii)  Finsub to Terex or any
     wholly  owned  Restricted  Subsidiary  (other than an Inactive  Subsidiary)
     incurred pursuant to the Receivables Program;  provided,  however, that (i)
     any Indebtedness of a Loan Party shall be subordinated to the prior payment
     in full of the  Obligations  and (ii) any  Indebtedness  of Finsub incurred
     pursuant to this  subsection  (e) shall be permitted  only for such limited
     period  of  time  as is  required  to  account  for  any  sale  of  Program
     Receivables,  which  period  of time  shall  not in any  event  exceed  two
     Business Days;
<PAGE>


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

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

          (h) Indebtedness arising with respect to customary indemnification and
     purchase price  adjustment  obligations  incurred in connection  with Asset
     Sales and Permitted Acquisitions permitted hereunder;

          (i)  Indebtedness  incurred in the  ordinary  course of business  with
     respect  to  surety   and  appeal   bonds,   performance,   insurance   and
     return-of-money bonds and other similar obligations;

          (j)  Indebtedness  consisting  of (i)  Acquired  Indebtedness  or (ii)
     Purchase Money  Indebtedness or Capital Lease  Obligations  incurred in the
     ordinary course of business after the Original Closing Date;  provided that
     the aggregate  principal amount of any such  Indebtedness  pursuant to this
     paragraph (j) shall not exceed $125,000,000;

          (k) Indebtedness of O&K Mining;  provided that the aggregate principal
     amount of any such  Indebtedness  pursuant to this  paragraph (k) shall not
     exceed DM17,500,000 or the Euro equivalent;

          (l) Floor Plan Guarantees;

          (m)  Indebtedness  incurred  under (i) the  Italian  Facilities  in an
     amount  not  exceeding  Lit12,850,000,000  or the  Euro  equivalent  in the
     aggregate  at any time  outstanding  and (ii) the  Irish  Facilities  in an
     amount not exceeding ,10,000,000 in the aggregate at any time outstanding;

          (n) Indebtedness  incurred to extend, renew or refinance  Indebtedness
     described  in  paragraph  (a),  (c),  (j),  (k) or (l) above  ("Refinancing
     Indebtedness")  so  long  as (i)  such  Refinancing  Indebtedness  is in an
     aggregate  principal amount not greater than the aggregate principal amount
     of the Indebtedness being extended, renewed or refinanced,  plus the amount
     of any  interest or  premiums  required  to be paid  thereon  plus fees and
     expenses  associated  therewith,  (ii) such Refinancing  Indebtedness has a
     later or equal final maturity and a longer or equal  weighted  average life
     than the Indebtedness being extended,  renewed or refinanced,  (iii) if the
     Indebtedness  being extended,  renewed or refinanced is subordinated to the
     Obligations,   the   Refinancing   Indebtedness   is  subordinated  to  the
     Obligations to the extent of the  Indebtedness  being extended,  renewed or



<PAGE>

     refinanced and (iv) the covenants,  events of default and other non-pricing
     provisions of the  Refinancing  Indebtedness  shall be no less favorable to
     the  Lenders  than those  contained  in the  Indebtedness  being  extended,
     renewed or refinanced;

          (o) Indebtedness  classified as Capital Lease Obligations  incurred in
     connection with the purchase of inventory to be sold in the ordinary course
     of business;

          (p) [Intentionally Omitted];

          (q)  Indebtedness  of  Finsub  incurred  pursuant  to the  Receivables
     Program  Documentation  in an  amount  not  exceeding  $100,000,000  in the
     aggregate at any time outstanding;

          (r) other unsecured  Indebtedness in an aggregate principal amount not
     exceeding $15,000,000 at any time outstanding; and

          (s)   Indebtedness   of  Foreign   Subsidiaries   acquired  after  the
     Restatement Closing Date under local credit lines not exceeding $25,000,000
     in the aggregate at any time outstanding;

     SECTION 6.02. Liens.  Create,  incur, assume or permit to exist any Lien on
any  property  or assets  (including  stock or other  securities  of any person,
including any Restricted Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

          (a) Liens on property  or assets of any  Borrower  and its  Restricted
     Subsidiaries  existing  on the  Restatement  Closing  Date and set forth in
     Schedule 6.02; provided that such Liens shall secure only those obligations
     which they secure on the Restatement Closing Date;

          (b) any Lien created under the Loan Documents;

          (c)  any  Lien  existing  on  any  property  or  asset  prior  to  the
     acquisition thereof by any Borrower or any Restricted Subsidiary;  provided
     that (i) such Lien is not created in contemplation of or in connection with
     such  acquisition,  (ii) such Lien does not apply to any other  property or
     assets of any  Borrower or any  Restricted  Subsidiary  and (iii) such Lien
     does not (A) materially  interfere with the use, occupancy and operation of
     any Mortgaged Property, (B) materially reduce the fair market value of such
     Mortgaged Property but for such Lien or (C) result in any material increase
     in the cost of  operating,  occupying or owning or leasing  such  Mortgaged
     Property;


<PAGE>

          (d)  Liens for  taxes  not yet due or which  are  being  contested  in
     compliance with Section 5.03;

          (e) carriers', warehousemen's,  mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business and securing
     obligations  that are not due and payable or which are being  contested  in
     compliance with Section 5.03;

          (f) pledges and deposits  made in the  ordinary  course of business in
     compliance with workmen's  compensation,  unemployment  insurance and other
     social security laws or regulations;

          (g) (i) deposits to secure the  performance of bids,  trade  contracts
     (other  than  for   Indebtedness),   leases   (other  than  Capital   Lease
     Obligations),  statutory obligations,  surety and appeal bonds, performance
     bonds and other  obligations  of a like  nature  incurred  in the  ordinary
     course  of  business  and (ii)  Liens on the  receivables  of the  Scottish
     Borrower  to secure  Indebtedness  of the  Scottish  Borrower in respect of
     performance bonds and similar  obligations in an aggregate principal amount
     not to exceed ,3,000,000;

          (h) zoning restrictions, easements, rights-of-way, restrictions on use
     of real  property and other similar  encumbrances  incurred in the ordinary
     course of business which,  in the aggregate,  are not substantial in amount
     and do not  materially  detract  from  the  value of the  property  subject
     thereto or  interfere  with the  ordinary  conduct of the  business  of any
     Borrower or any of its Restricted Subsidiaries;

          (i) purchase money security  interests in real property,  improvements
     thereto or equipment  hereafter  acquired (or, in the case of improvements,
     constructed)  by any Borrower or any Restricted  Subsidiary  (other than an
     Inactive  Subsidiary or Finsub) or in respect of Capital Lease Obligations;
     provided that (i) such security interests secure Indebtedness  permitted by
     Section  6.01(j),  (ii)  such  security  interests  are  incurred,  and the
     Indebtedness  secured  thereby  is  created,  within  90  days  after  such
     acquisition (or construction),  (iii) the Indebtedness secured thereby does
     not exceed 100% of the lesser of the cost or the fair market  value of such
     real property,  improvements  or equipment at the time of such  acquisition
     (or  construction)  and (iv) such  security  interests  do not apply to any
     other property or assets of any Borrower or any Restricted Subsidiary;

          (j) Liens arising from the rendering of a final judgment or order that
     does not give rise to an Event of Default;

          (k)  Liens  securing  Acquired  Indebtedness;  provided  that (i) such
     Acquired Indebtedness was secured by such Liens at the time of the relevant



<PAGE>

     Permitted  Acquisition  and such Liens were not  incurred in  contemplation
     thereof  and (ii) such Liens do not extend to (x) any  property of Terex or
     the Restricted  Subsidiaries (other than the Acquired Person) or (y) to any
     property of the Acquired Person other than the property securing such Liens
     on the date of the relevant Permitted Acquisition;

          (l) Liens securing  Refinancing  Indebtedness,  to the extent that the
     Indebtedness  being  refinanced was originally  secured in accordance  with
     this Section 6.02; provided that such Lien does not apply to any additional
     property  or assets  of Terex or any  Restricted  Subsidiary;  (m) Liens in
     favor of Terex;

          (n) [Intentionally Omitted];

          (o) Liens on the  assets of  Powerscreen  not in excess of the  amount
     reasonably required to fully secure the Irish Facilities; and

          (p)  Liens  on  the  property  of  Finsub  incurred  pursuant  to  the
     Receivables Program Documentation.

     SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement,
directly or  indirectly,  with any person  whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for  substantially  the same  purpose or purposes as the
property being sold or transferred (a "Sale and  Leaseback");  provided that any
Borrower or any Restricted Subsidiary may enter into any such transaction to the
extent that the Capital Lease  Obligations and Liens associated  therewith would
be permitted under this Agreement.

     SECTION 6.04.  Investments,  Loans and Advances.  Purchase, hold or acquire
any capital stock,  evidences of  indebtedness  or other  securities of, make or
permit  to exist  any  loans or  advances  to,  or make or  permit  to exist any
investment or any other interest in, any other person, except:

          (a) investments by Terex and its Restricted  Subsidiaries  existing on
     the Restatement  Closing Date in the capital stock of the  Subsidiaries and
     other investments by Terex and its Restricted  Subsidiaries existing on the
     Restatement Closing Date and set forth in Schedule 6.04;

          (b) Permitted Investments;

          (c) [Intentionally Omitted];


<PAGE>

          (d) Terex may make any  Permitted  Acquisition;  provided  that  Terex
     complies,  and causes any acquired  entity to comply,  with the  applicable
     provisions of Section 5.11 and the Security  Documents  with respect to the
     person or assets so acquired;

          (e) the Borrowers and their respective Restricted  Subsidiaries (other
     than  Inactive  Subsidiaries)  may make loans and advances to employees for
     moving,  entertainment,  travel and other similar  expenses in the ordinary
     course of business not to exceed  $5,000,000  in the  aggregate at any time
     outstanding;

          (f) Consolidated  Capital  Expenditures  permitted pursuant to Section
     6.10;

          (g) cash collateral  provided to the Collateral  Agent pursuant to the
     Loan Documents;

          (h)  promissory  notes issued by any purchaser in connection  with any
     Asset Sale permitted pursuant to Section 6.05(b);

          (i) provided  that no Default or Event of Default  shall have occurred
     and be  continuing  at the  time of such  payment  or after  giving  effect
     thereto,  (A) 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 and (B) the  repurchase of shares of, or
     options  to  purchase  shares  of,  common  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,
     such common stock; provided that the aggregate amount of all such purchases
     and  repurchases  permitted  under  this  paragraph  (i) shall  not  exceed
     $2,400,000 per year or $16,800,000 in the aggregate during the term of this
     Agreement;

          (j) accounts  receivable  arising in the  ordinary  course of business
     from the sale of inventory;

          (k) Guarantees constituting Indebtedness permitted by Section 6.01;

          (l)   investments  in  joint   ventures  in  Related   Businesses  and
     investments in  Unrestricted  Subsidiaries in a combined  aggregate  amount
     (without  giving  effect  to any  write  down or  write  off  thereof)  not
     exceeding $75,000,000 at any time outstanding;

          (m)  intercompany   loans  and  advances   constituting   Indebtedness
     permitted by Section 6.01(e); and


<PAGE>

          (n) other investments in an aggregate amount (without giving effect to
     any write down or write off thereof) not exceeding  $50,000,000 at any time
     outstanding.

     SECTION 6.05.  Mergers,  Consolidations,  Sales of Assets and Acquisitions.
(a) Merge into or consolidate with any other person,  or permit any other person
to merge into or  consolidate  with it, or sell,  transfer,  lease or  otherwise
dispose  of (in one  transaction  or in a  series  of  transactions)  all or any
substantial part of its assets (whether now owned or hereafter  acquired) or any
capital stock of any Subsidiary, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions)  all or substantially all of the assets
of any other person,  except that (i) any Borrower and any Restricted Subsidiary
(other than an Inactive Subsidiary or Finsub) may purchase and sell inventory in
the ordinary  course of business,  (ii)(A) Terex and any  Restricted  Subsidiary
(other than an Inactive  Subsidiary) may sell Program  Receivables to Finsub and
(B) Finsub may sell  Program  Receivables  pursuant to the  Receivables  Program
Documentation  and (iii) if at the time  thereof and  immediately  after  giving
effect  thereto  no Event of  Default or  Default  shall  have  occurred  and be
continuing  (A) any wholly owned  Subsidiary  (other than Finsub) may merge into
Terex in a  transaction  in which Terex is the  surviving  corporation,  (B) any
wholly  owned  Restricted  Subsidiary  (other  than  Finsub)  may merge  into or
consolidate with any other wholly owned Subsidiary in a transaction in which the
surviving  entity is a wholly owned  Restricted  Subsidiary  and no person other
than Terex or a wholly owned Restricted  Subsidiary  receives any consideration;
provided that, if either of the wholly owned  Subsidiaries  party to such merger
or consolidation is a Guarantor,  then the surviving entity shall be or become a
Guarantor,  (C) in connection with any Permitted Acquisition pursuant to Section
6.04(d),  Terex or any  wholly  owned  Subsidiary  may  acquire or merge into or
consolidate with any entity acquired pursuant to such Permitted Acquisition in a
transaction in which the surviving entity is Terex or a wholly owned Subsidiary;
provided  that, (x) if Terex is a party to such merger or  consolidation,  Terex
shall be the  surviving  corporation,  and (y) if any  wholly  owned  Restricted
Subsidiary  that is a  Guarantor  merges  into or  consolidates  with any entity
acquired pursuant to such Permitted Acquisition, then the surviving entity shall
be or become a Guarantor, (D) Terex or any Subsidiary may transfer not less than
100% of the capital stock of, or assets of, a Domestic Subsidiary to Terex or to
any  wholly  owned  Domestic  Subsidiary  where no person  other than Terex or a
wholly owned Subsidiary  receives any consideration;  provided that, if (x) such
capital  stock or such assets being  transferred  is capital stock of, or assets
of, a Guarantor,  then the recipient thereof shall be or become a Guarantor, and
(y) if the transferor of such capital stock or such assets is a Guarantor,  then
the  recipient  thereof  shall  be or  become  a  Guarantor,  (E)  Terex  or any
Subsidiary  may  transfer  not less than 100% of the capital  stock of a Foreign
Subsidiary  Issuer to any Special Purpose Foreign  Holding  Subsidiary  where no
person other than Terex or a wholly owned Subsidiary receives any consideration,
(F) any  Second-Tier  Foreign  Subsidiary may transfer not less than 100% of the
capital stock of, or assets of, a Second-Tier Foreign Subsidiary to Terex or any
wholly owned Restricted  Subsidiary where no person other than Terex or a wholly
owned  Restricted  Subsidiary  receives any  consideration  and (G) Terex or any



<PAGE>

Subsidiary  may transfer  not less than 100% of the capital  stock of, or assets
of, a Second-Tier  Foreign  Subsidiary to any Special  Purpose  Foreign  Holding
Subsidiary or any Foreign  Subsidiary Issuer where no person other than Terex or
a wholly owned Subsidiary receives any consideration;  provided,  however,  that
any  merger,  consolidation  or  transfer  of  assets by or  between  Terex or a
Restricted Subsidiary,  on the one hand, and an Unrestricted Subsidiary,  on the
other hand, shall be subject to the limitation set forth in Section 6.04(l).

     (b) Engage in any Asset Sale not otherwise  prohibited  by Section  6.05(a)
unless all of the following  conditions are met: (i) the consideration  received
is at least equal to the fair market value of such assets;  (ii) at least 80% of
the  consideration  received is cash;  (iii) the Net Cash Proceeds of such Asset
Sale are applied as required by Section 2.13(b); (iv) after giving effect to the
sale or other  disposition of the assets  included within the Asset Sale and the
repayment of Indebtedness with the proceeds thereof, Terex is in compliance on a
pro forma basis with the  covenants  set forth in Sections  6.11,  6.12 and 6.13
recomputed for the most recently  ended fiscal quarter for which  information is
available and is in compliance with all other terms and conditions  contained in
this  Agreement;  and (v) no Default or Event of Default  shall result from such
Asset Sale.

     SECTION  6.06.  Dividends  and  Distributions;  Restrictions  on Ability of
Restricted  Subsidiaries  to Pay  Dividends.  (a)  Declare or pay,  directly  or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise),  whether in cash, property,  securities or a combination thereof,
with  respect to any  shares of its  capital  stock or  directly  or  indirectly
redeem,  purchase,  retire  or  otherwise  acquire  for  value  (or  permit  any
Restricted  Subsidiary  to purchase  or acquire)  any shares of any class of its
capital stock or set aside any amount for any such purpose;  provided,  however,
that (i) any  Restricted  Subsidiary may declare and pay dividends or make other
distributions  to the Borrower of which it is a Restricted  Subsidiary  and (ii)
Terex may pay  dividends  on, and  redeem  and  repurchase  its  capital  stock,
provided that all of the following conditions are satisfied:  (A) at the time of
such  dividend,  redemption  or purchase and after  giving  effect  thereto,  no
Default or Event of Default has occurred and is  continuing  or would arise as a
result thereof; (B) the amount of all dividends,  redemptions and purchases made
pursuant to this clause (ii) together with all  distributions  and payments made
pursuant to Section 6.09(b)(i), since the Original Closing Date shall not exceed
$50,000,000,  and (c) on a pro  forma  basis  and  after  giving  effect to such
payment  and all  other  payments  pursuant  to  this  clause  (a)  and  Section
6.09(b)(i)  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  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 provided  further that Terex may at any time pay  dividends  with respect to
its capital stock solely in additional shares of its capital stock.
<PAGE>

     (b) Permit its Restricted  Subsidiaries to, directly or indirectly,  create
or otherwise  cause or suffer to exist or become  effective any  encumbrance  or
restriction  on the  ability of any such  Restricted  Subsidiary  to (i) pay any
dividends  or make any other  distributions  on its  capital  stock or any other
interest  or (ii) make or repay any loans or  advances to Terex or the parent of
such Restricted  Subsidiary,  except, in the case of Finsub, for encumbrances or
restrictions existing pursuant to the Receivables Program Documentation.

     SECTION 6.07.  Transactions with Affiliates.  Sell or transfer any property
or assets to, or purchase or acquire any property or assets  from,  or otherwise
engage in any other  transactions  with, any of its Affiliates,  except that any
Borrower  or any  Restricted  Subsidiary  may  engage  in  any of the  foregoing
transactions  in the  ordinary  course of  business  at prices  and on terms and
conditions  not less  favorable to such Borrower or such  Restricted  Subsidiary
than could be obtained on an  arm's-length  basis from unrelated  third parties,
and except that this Section shall not apply to any transaction between or among
Borrowers and  Guarantors  or any  transaction  between Terex or any  Restricted
Subsidiary  (other  than an  Inactive  Subsidiary)  and Finsub  pursuant  to the
Receivables Program.

     SECTION 6.08. Business of Borrowers and Restricted Subsidiaries.  Engage at
any time in any business or business  activity other than the Related  Business;
provided,  however,  that (a) UK  Holdings  shall  not  engage  in any  trade or
business,  or otherwise conduct any business activity,  other than the ownership
of any Foreign  Subsidiary  and  activities  incidental to such  ownership,  (b)
Finsub  shall not engage in any trade or  business,  or  otherwise  conduct  any
business activity, other than the performance of its obligations pursuant to the
Receivables Program and other incidental activities and (c) each Special Purpose
Foreign  Holding  Subsidiary  shall  not  engage in any  trade or  business,  or
otherwise  conduct  any  business  activity,  other  than  as  permitted  by the
definition of Special Purpose Foreign Holding Subsidiary.

     SECTION 6.09.  Other  Indebtedness  and Agreements.  (a) Permit any waiver,
supplement,  modification,  amendment,  termination or release of any indenture,
instrument or agreement  pursuant to which any  Indebtedness  of any Borrower or
any  Restricted  Subsidiary  in an  aggregate  principal  amount  in  excess  of
$5,000,000   is   outstanding   if  the  effect  of  such  waiver,   supplement,
modification,  amendment, termination or release is to (i) increase the interest
rate on such  Indebtedness;  (ii)  accelerate  the dates upon which  payments of
principal  or  interest  are due on such  Indebtedness;  (iii) add or change any
event of default or add any material covenant with respect to such Indebtedness;
(iv) change the prepayment provisions of such Indebtedness in any manner adverse
to the  Lenders;  (v)  change  the  subordination  provisions  thereof  (or  the
subordination terms of any Guarantee thereof); or (vi) change or amend any other
term if such change or amendment  would  materially  increase the obligations of
the  obligor  or  confer  additional  material  rights  on the  holder  of  such
Indebtedness in a manner adverse to any Borrower, any Restricted Subsidiary, the
Administrative Agent or the Lenders.
<PAGE>

     (b)(i) 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 or the Tranche C Loans) of any Borrower
or any Restricted  Subsidiary except that (A) subject to Section 2.13(c),  Terex
shall be permitted to use the Net Cash Proceeds of any Equity Issuance to prepay
not more than  one-third  of the Existing  Senior  Subordinated  Notes,  the New
Subordinated  Notes or any other  Indebtedness,  (B)  Terex  and its  Restricted
Subsidiaries  shall be permitted to make any such distribution or payment if all
of the following conditions are satisfied:  (1) 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; (2) the amount of
all such  distributions  and payments made pursuant to this clause (i), together
with  all  dividends,   redemptions  and  purchases  made  pursuant  to  Section
6.06(a)(ii),  since the Original Closing Date shall not exceed $50,000,000;  and
(3) on a pro forma basis and after giving effect to such distribution or payment
and all other  distributions or payments pursuant to this clause (i) and Section
6.06(a)  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,  or (ii) pay in cash any  amount in  respect of
such  Indebtedness  that may at the obligor's option be paid in kind or in other
securities and (C) Terex may at any time repay  Indebtedness  of any Borrower or
any Restricted Subsidiary solely in shares of its capital stock.

     SECTION  6.10.  Capital  Expenditures.   Permit  the  aggregate  amount  of
Consolidated Capital Expenditures made by Terex and its Restricted Subsidiaries,
taken as a whole, in any fiscal year of Terex to exceed  $25,000,000 plus 75% of
all Consolidated  Capital  Expenditures made by Restricted  Subsidiaries  within
twelve months prior to such Restricted  Subsidiaries being acquired as Permitted
Acquisitions.  The amount of permitted  Consolidated  Capital  Expenditures  set
forth in the immediately  preceding sentence in respect of any fiscal year shall
be  increased  by (a)  the  amount  of  unused  permitted  Consolidated  Capital
Expenditures for the immediately  preceding fiscal year less (b) an amount equal
to unused Consolidated  Capital  Expenditures  carried forward to such preceding
fiscal year.

     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:
<PAGE>

         Period                                         Ratio
         ------                                         -----

         April 1, 2000 - March 31, 2001              5.00 to 1.00
         April 1, 2001 - March 31, 2002              4.50 to 1.00
         April 1, 2002 - March 31, 2003              3.75 to 1.00
         Thereafter                                  3.50 to 1.00

     SECTION 6.12. Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest  Coverage Ratio for any period of four  consecutive  fiscal quarters of
Terex  ending  during any  period set forth  below to be less than the ratio set
forth below for such period:

         Period                                          Ratio
         ------                                          -----

         April 1, 2000 - March 31, 2001              2.10 to 1.00
         April 1, 2001 - March 31, 2002              2.25 to 1.00
         April 1, 2002 - March 31, 2003              2.35 to 1.00
         April 1, 2003 - March 31, 2005              2.50 to 1.00
         Thereafter                                  2.75 to 1.00

     SECTION  6.13.   Consolidated  Fixed  Charge  Coverage  Ratio.  Permit  the
Consolidated  Fixed  Charge  Coverage  Ratio for any period of four  consecutive
fiscal  quarters  of Terex  ending  during any period set forth below to be less
than the ratio set forth below for such period:

         Period                                         Ratio
         ------                                         -----

         March 29, 2001 - March 31, 2002             1.15 to 1.00
         April 1, 2002 - March 31, 2004              1.20 to 1.00
         April 1, 2004 - March 31, 2005              1.25 to 1.00
         Thereafter                                  1.50 to 1.00

     SECTION 6.14.  Fiscal Year. Permit the fiscal year of Terex to end on a day
other than December 31.

     SECTION 6.15. Designation of Unrestricted  Subsidiaries.  (a) Terex may not
designate any Restricted  Subsidiary that is a Loan Party (other than Earthking,
Inc. and its subsidiaries) as an Unrestricted  Subsidiary;  provided, that Terex
may designate any Subsidiary  created or acquired after the Restatement  Closing
Date as an Unrestricted  Subsidiary under this Agreement (a "Designation")  only
if:

          (i) such  Subsidiary  does not own any capital  stock or other  equity
     interests of any Restricted Subsidiary;
<PAGE>

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

          (iii)  after  giving  effect  to  such  Designation  and  any  related
     investment  to be  made in  such  designated  Subsidiary  by  Terex  or any
     Restricted  Subsidiary,  Terex and its Restricted  Subsidiaries would be in
     compliance  with Section 6.04 and with each of the  covenants  set forth in
     Sections 6.11, 6.12 and 6.13; and

          (iv)  Terex has  delivered  to the  Administrative  Agent (x)  written
     notice of such Designation and (y) a certificate,  dated the effective date
     of such Designation,  of a Financial Officer certifying compliance with the
     conditions set forth in subclause (iii) above and setting forth  reasonably
     detailed calculations demonstrating such compliance.

     (b)  Terex  may  designate  any  Unrestricted  Subsidiary  as a  Restricted
Subsidiary under this Agreement (an "RS Designation") only if:

          (i) no Event of Default  shall have  occurred and be continuing at the
     time of or after  giving  effect to such RS  Designation,  and after giving
     effect thereto, Terex would be in compliance with each of the covenants set
     forth in Sections 6.11, 6.12 and 6.13;

          (ii) all  Liens on  assets  of such  Unrestricted  Subsidiary  and all
     Indebtedness  of  such  Unrestricted   Subsidiary  outstanding  immediately
     following the RS  Designation  would,  if initially  incurred at such time,
     have been  permitted  to be incurred  pursuant  to Sections  6.01 and 6.02,
     respectively;

          (iii) such  designation  would  meet the  applicable  criteria  of the
     term"Permitted  Acquisition" were Terex acquiring 100% of the capital stock
     of such Unrestricted Subsidiary at such time; and

          (iv)  Terex has  delivered  to the  Administrative  Agent (x)  written
     notice of such RS Designation  and (y) a  certificate,  dated the effective
     date of such RS Designation,  of a Financial Officer certifying  compliance
     with the  conditions  set forth in subclause  (iii) above and setting forth
     reasonably detailed calculations demonstrating such compliance.

     (c) Upon any such RS Designation with respect to an Unrestricted Subsidiary
(i) Terex and its  Restricted  Subsidiaries  shall be deemed to have  received a
return of their investment in such  Unrestricted  Subsidiary equal to the lesser
of (x) the amount of such  Investment  immediately  prior to such RS Designation
and (y) the fair market  value (as  reasonably  determined  by Terex) of the net
assets  of such  Subsidiary  at the  time of such RS  Designation  and  (ii) for
purposes  of Section  6.04(l)  Terex and its  Restricted  Subsidiaries  shall be
deemed to have maintained an investment in an Unrestricted  Subsidiary  equal to
the excess,  if positive,  of the amount referred to in clause (i)(x) above over
the amount referred to in clause (i)(y) above.
<PAGE>

     (d)  Neither  Terex  nor any  Restricted  Subsidiary  shall at any time (x)
provide a Guarantee of any Indebtedness of any Unrestricted  Subsidiary,  (y) be
directly  or  indirectly   liable  for  any  Indebtedness  of  any  Unrestricted
Subsidiary  or (z) be directly or indirectly  liable for any other  Indebtedness
which provides that the holder thereof may (upon notice,  lapse of time or both)
declare a default thereon (or cause such  Indebtedness or the payment thereof to
be  accelerated,  payable or subject to repurchase  prior to its final scheduled
maturity)   upon  the  occurrence  of  a  default  with  respect  to  any  other
Indebtedness that is Indebtedness of an Unrestricted  Subsidiary,  except in the
case of clause (x) or (y) to the extent permitted under Section 6.01 and Section
6.04 hereof.  Except as provided in paragraph (c) above,  each Designation shall
be  irrevocable,   and  no  Unrestricted  Subsidiary  may  become  a  Restricted
Subsidiary, be merged with or into Terex or a Restricted Subsidiary or liquidate
into  or  transfer  substantially  all  its  assets  to  Terex  or a  Restricted
Subsidiary.


                                   ARTICLE VII

                                Events of Default

In case of the happening of any of the following events ("Events of Default"):

          (a)  any  representation  or  warranty  made or  deemed  made in or in
     connection with any Loan Document or the borrowings or issuances of Letters
     of  Credit  hereunder,  or  any  representation,   warranty,  statement  or
     information  contained in any report,  certificate,  financial statement or
     other  instrument  furnished  in  connection  with or  pursuant to any Loan
     Document,  shall  prove to have been false or  misleading  in any  material
     respect when so made, deemed made or furnished;

          (b) default  shall be made in the payment of any principal of any Loan
     or the  reimbursement  with respect to any L/C Disbursement when and as the
     same shall become due and payable,  whether at the due date thereof or at a
     date fixed for prepayment thereof or by acceleration thereof or otherwise;

          (c) default  shall be made in the payment of any  interest on any Loan
     or any Fee or L/C  Disbursement  or any other amount  (other than an amount
     referred to in (b) above) due under any Loan Document, when and as the same
     shall become due and payable,  and such default shall  continue  unremedied
     for a period of three Business Days after notice;
<PAGE>

          (d) default shall be made in the due  observance or performance by any
     Borrower  or  any  Subsidiary  of  any  covenant,  condition  or  agreement
     contained in Section 5.01(a), 5.05 or 5.07 or in Article VI;

          (e) default shall be made in the due  observance or performance by any
     Borrower  or any  Restricted  Subsidiary  of  any  covenant,  condition  or
     agreement  contained in any Loan  Document  (other than those  specified in
     (b), (c) or (d) above) and such default  shall  continue  unremedied  for a
     period of 15 days after notice thereof from the Administrative Agent or any
     Lender to Terex;

          (f) any Borrower or any  Restricted  Subsidiary  shall (i) fail to pay
     any  principal or  interest,  regardless  of amount,  due in respect of any
     Indebtedness in a principal amount in excess of $5,000,000, when and as the
     same shall become due and  payable,  or (ii) fail to observe or perform any
     other term, covenant,  condition or agreement contained in any agreement or
     instrument  evidencing or governing any such  Indebtedness if the effect of
     any failure  referred to in this clause (ii) is to cause,  or to permit the
     holder or holders of such  Indebtedness or a trustee on its or their behalf
     (with or without the giving of notice, the lapse of time or both) to cause,
     such Indebtedness to become due prior to its stated maturity;

          (g) an  involuntary  proceeding  shall be commenced or an  involuntary
     petition  shall be filed in a court of competent  jurisdiction  seeking (i)
     relief in respect of any  Borrower or any  Restricted  Subsidiary,  or of a
     substantial  part of the property or assets of any Borrower or a Restricted
     Subsidiary, under Title 11 of the United States Code, as now constituted or
     hereafter  amended,  or any other  Federal,  state or  foreign  bankruptcy,
     insolvency,  receivership  or  similar  law,  (ii)  the  appointment  of  a
     receiver, trustee, custodian, sequestrator, conservator or similar official
     for any Borrower or any Restricted  Subsidiary or for a substantial part of
     the  property or assets of any  Borrower or any  Restricted  Subsidiary  or
     (iii) the  winding-up  or  liquidation  of any  Borrower or any  Restricted
     Subsidiary;  and such proceeding or petition shall continue undismissed for
     60 days or an order or decree  approving or ordering  any of the  foregoing
     shall be entered;

          (h) any Borrower or any Restricted  Subsidiary  shall (i)  voluntarily
     commence any proceeding or file any petition  seeking relief under Title 11
     of the United States Code, as now constituted or hereafter amended,  or any
     other Federal,  state or foreign  bankruptcy,  insolvency,  receivership or
     similar law,  (ii) consent to the  institution  of, or fail to contest in a
     timely and appropriate manner, any proceeding or the filing of any petition
     described in (g) above,  (iii) apply for or consent to the appointment of a
     receiver, trustee, custodian, sequestrator, conservator or similar official
     for any Borrower or any Restricted  Subsidiary or for a substantial part of
     the property or assets of any Borrower or any Restricted  Subsidiary,  (iv)
     file an answer  admitting  the  material  allegations  of a petition  filed
     against it in any such  proceeding,  (v) make a general  assignment for the
     benefit of creditors, (vi) become unable, admit in writing its inability or
     fail generally to pay its debts as they become due or (vii) take any action
     for the purpose of effecting any of the foregoing;
<PAGE>

          (i) one or more  judgments  for the  payment  of money  the  aggregate
     amount which is not covered by insurance is in excess of  $5,000,000  shall
     be  rendered  against  any  Borrower,  any  Restricted  Subsidiary  or  any
     combination  thereof and the same shall remain undischarged for a period of
     45 consecutive days during which execution shall not be effectively stayed,
     or any action  shall be legally  taken by a judgment  creditor to levy upon
     assets or  properties  of any  Borrower  or any  Restricted  Subsidiary  to
     enforce any such judgment;

          (j) an ERISA Event  shall have  occurred  that,  in the opinion of the
     Required  Lenders,  when taken  together  with all other such ERISA Events,
     could reasonably be expected to result in liability of any Borrower and its
     ERISA Affiliates in an aggregate amount exceeding $5,000,000;

          (k) any  security  interest  purported  to be created by any  Security
     Document  shall cease to be, or shall be  asserted  by any  Borrower or any
     other Loan Party not to be, a valid,  perfected,  first priority (except as
     otherwise  expressly  provided in this Agreement or such Security Document)
     security interest in the securities,  assets or properties covered thereby,
     except to the extent that any such loss of perfection  or priority  results
     from  the  failure  of the  Collateral  Agent  to  maintain  possession  of
     certificates representing securities pledged under the Pledge Agreement and
     except  to the  extent  that  such  loss is  covered  by a  lender's  title
     insurance  policy and the related  insurer  promptly  after such loss shall
     have  acknowledged  in  writing  that such loss is  covered  by such  title
     insurance policy; or

          (l) there shall have occurred a Change in Control;

then,  and in every such event (other than an event with respect to any Borrower
described in paragraph (g) or (h) above),  and at any time thereafter during the
continuance of such event,  the  Administrative  Agent,  with the consent of the
Required  Lenders,  may, and at the request of the Required  Lenders  shall,  by
notice to Terex,  take either or both of the following  actions,  at the same or
different  times:  (i) terminate  forthwith the Commitments and (ii) declare the
Loans then  outstanding  to be  forthwith  due and  payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together
with  accrued  interest  thereon  and any  unpaid  accrued  Fees  and all  other
liabilities  of the  Borrowers  accrued  hereunder  and  under  any  other  Loan
Document, shall become forthwith due and payable,  without presentment,  demand,
protest  or any  other  notice of any kind,  all of which are  hereby  expressly
waived by the Borrowers, anything contained herein or in any other Loan Document
to the contrary  notwithstanding;  and in any event with respect to any Borrower
described in paragraph (g) or (h) above,  the  Commitments  shall  automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest  thereon and any unpaid  accrued Fees and all other  liabilities of the
Borrowers   accrued   hereunder  and  under  any  other  Loan  Document,   shall
automatically become due and payable,  without presentment,  demand,  protest or
any other notice of any kind,  all of which are hereby  expressly  waived by the
Borrowers,  anything  contained  herein or in any  other  Loan  Document  to the
contrary notwithstanding.


                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

     In order to expedite the transactions  contemplated by this Agreement, CSFB
is hereby  appointed  to act as  Administrative  Agent and  Collateral  Agent on
behalf of the Lenders and the Issuing  Banks (for purposes of this Article VIII,
the  Administrative  Agent and the Collateral Agent are referred to collectively
as the "Agents").  Each of the Lenders,  the Issuing Banks, and each assignee of
any such Lender or Issuing Bank,  hereby  irrevocably  authorizes  the Agents to
take such  actions on behalf of such  Lender,  Issuing  Bank or assignee  and to
exercise  such powers as are  specifically  delegated to the Agents by the terms
and  provisions  hereof  and of the other  Loan  Documents,  together  with such
actions and powers as are  reasonably  incidental  thereto.  The  Administrative
Agent is hereby  expressly  authorized  by the Lenders  and the  Issuing  Banks,
without hereby limiting any implied  authority,  (a) to receive on behalf of the
Lenders and the Issuing  Banks all  payments of principal of and interest on the
Loans, all payments in respect of L/C Disbursements and all other amounts due to
the Lenders hereunder, and promptly to distribute to each Lender or each Issuing
Bank its proper share of each payment so received;  (b) to give notice on behalf
of each of the Lenders to the  Borrowers  of any Event of Default  specified  in
this Agreement of which the  Administrative  Agent has actual knowledge acquired
in connection  with its agency  hereunder;  and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by any
Borrower or any other Loan Party  pursuant to this  Agreement  or the other Loan
Documents  as  received  by  the  Administrative  Agent.  Without  limiting  the
generality  of the  foregoing,  the Agents are hereby  expressly  authorized  to
execute  any  and  all  documents  (including  releases)  with  respect  to  the
Collateral  and the Program  Receivables  and the rights of the Secured  Parties
with respect  thereto,  as contemplated by and in accordance with the provisions
of this Agreement and the Security Documents.

     Neither  the  Agents  nor  any of  their  respective  directors,  officers,
employees  or agents  shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or wilful misconduct,  or
be  responsible  for any  statement,  warranty or  representation  herein or the
contents of any document  delivered in  connection  herewith,  or be required to
ascertain or to make any inquiry concerning the performance or observance by any
Borrower or any other Loan Party of any of the terms,  conditions,  covenants or

<PAGE>

agreements  contained in any Loan Document.  The Agents shall not be responsible
to the Lenders for the due execution,  genuineness,  validity, enforceability or
effectiveness  of this  Agreement or any other Loan  Documents,  instruments  or
agreements.  The Agents  shall in all cases be fully  protected  in  acting,  or
refraining from acting,  in accordance with written  instructions  signed by the
Required Lenders and, except as otherwise  specifically  provided  herein,  such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders.  Each Agent shall, in the absence of knowledge to the contrary,  be
entitled to rely on any  instrument or document  believed by it in good faith to
be genuine and  correct and to have been signed or sent by the proper  person or
persons.  Neither the Agents nor any of their  respective  directors,  officers,
employees or agents shall have any  responsibility  to any Borrower or any other
Loan Party on account of the failure of or delay in performance or breach by any
Lender or an Issuing Bank of any of its  obligations  hereunder or to any Lender
or an  Issuing  Bank on account of the  failure  of or delay in  performance  or
breach by any other  Lender or an Issuing Bank or any Borrower or any other Loan
Party of any of their respective  obligations  hereunder or under any other Loan
Document or in connection herewith or therewith.  Each of the Agents may execute
any and all duties  hereunder  by or through  agents or  employees  and shall be
entitled to rely upon the advice of legal counsel selected by it with respect to
all matters  arising  hereunder  and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.

     The Lenders hereby  acknowledge  that neither Agent shall be under any duty
to take any  discretionary  action  permitted  to be taken by it pursuant to the
provisions of this Agreement unless it shall be requested in writing to do so by
the Required Lenders.

     Subject to the  appointment and acceptance of a successor Agent as provided
below,  either Agent may resign at any time by notifying  the Lenders and Terex.
Upon any such resignation,  the Required Lenders shall have the right to appoint
a successor; provided that such successor Agent shall also agree to serve in the
equivalent position under the Tranche C Credit Agreement.  If no successor shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment  within  30 days  after  the  retiring  Agent  gives  notice  of its
resignation,  then the retiring  Agent may, on behalf of the Lenders,  appoint a
successor  Agent  which  shall be a bank with an  office in New York,  New York,
having a combined  capital and surplus of at least  $500,000,000 or an Affiliate
of any such bank;  provided that such successor  Agent shall also agree to serve
in the  equivalent  position  under  the  Tranche C Credit  Agreement.  Upon the
acceptance  of any  appointment  as Agent  hereunder by a successor  bank,  such
successor  shall  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the  retiring  Agent and the  retiring  Agent shall be
discharged  from  its  duties  and  obligations  hereunder.  After  the  Agent's
resignation  hereunder,  the  provisions  of this Article and Section 9.05 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Agent.
<PAGE>

     With  respect  to  the  Loans  made  by it  hereunder,  each  Agent  in its
individual  capacity  and not as Agent  shall have the same rights and powers as
any other Lender and may  exercise the same as though it were not an Agent,  and
the Agents and their  Affiliates  may accept  deposits  from,  lend money to and
generally  engage in any kind of business with any Borrower or any Subsidiary or
other Affiliate thereof as if it were not an Agent.

     Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of
its pro rata share (based on the sum of its aggregate available  Commitments and
outstanding  Loans  hereunder)  of any expenses  incurred for the benefit of the
Lenders by the Agents,  including  counsel fees and  compensation  of agents and
employees  paid for services  rendered on behalf of the Lenders,  that shall not
have been reimbursed by any Borrower and (b) to indemnify and hold harmless each
Agent and any of its directors, officers, employees or agents, on demand, in the
amount of such pro rata share, from and against any and all liabilities,  taxes,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements  of any kind or nature  whatsoever that may be imposed
on,  incurred by or asserted  against it in its capacity as Agent or any of them
in any way  relating  to or  arising  out of this  Agreement  or any other  Loan
Document  or any  action  taken  or  omitted  by it or any of  them  under  this
Agreement or any other Loan Document, to the extent the same shall not have been
reimbursed  by any  Borrower  or any other Loan Party;  provided  that no Lender
shall be liable to an Agent or any such other indemnified person for any portion
of  such  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Agent or any of its directors,
officers,  employees or agents. Each Revolving Credit Lender agrees to reimburse
each of the Issuing Banks and their  directors,  employees  and agents,  in each
case, to the same extent and subject to the same  limitations  as provided above
for the Agents.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon the Agents or any other Lender and based on such documents and  information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement.  Each Lender also acknowledges that it will,  independently
and  without  reliance  upon the  Agents or any other  Lender  and based on such
documents  and  information  as it shall  from  time to time  deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this  Agreement or any other Loan  Document,  any related  agreement or any
document furnished hereunder or thereunder.

<PAGE>

                                   ARTICLE IX

                                  Miscellaneous

     SECTION 9.01. Notices. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

          (a) if to any Borrower,  to it in care of Terex at 500 Post Road East,
     Westport,  CT 06880,  Attention  of General  Counsel  (Telecopy  No.  (203)
     227-1647);

          (b) if to the Administrative  Agent, to Credit Suisse First Boston, 11
     Madison  Avenue,  New  York,  New York  10010,  Attention  of Dan  Sullivan
     (Telecopy No. (212)  325-9938,  and with respect to Alternative  Currencies
     (other than  Australian  Dollars),  Credit Suisse First  Boston,  One Cabot
     Square,  London E14 4QJ, England,  Attention of Paul Biddulph (Telecopy No.
     44 20 7888 8398), and with respect to Alternative  Currencies in Australian
     Dollars,  Credit  Suisse  First  Boston,  Level  14,  101  Collins  Street,
     Melbourne VIC 3001, Australia,  Attention of Malcolm White (Telecopy No. 61
     3 9653 3444);

          (c) if to a Lender,  to it at its  address  (or  telecopy  number) set
     forth on Schedule  2.01(a) or in the Assignment and Acceptance  pursuant to
     which such Lender shall have become a party hereto; and

          (d) if to a Tranche C Lender that is not also a Lender,  to it in care
     of Credit Suisse First Boston, 11 Madison Avenue, New York, New York 10010,
     Attention of Dan Sullivan (Telecopy No. (212) 325-9938).

All notices and other  communications  given to any party  hereto in  accordance
with the provisions of this Agreement  shall be deemed to have been given on the
date of receipt if  delivered by hand or  overnight  courier  service or sent by
telecopy  or on the date five  Business  Days after  dispatch  by  certified  or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 9.01 or in accordance  with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 9.01.

     SECTION  9.02.   Survival  of   Agreement.   All   covenants,   agreements,
representations   and  warranties  made  by  any  Borrower  herein  and  in  the
certificates  or other  instruments  prepared or delivered in connection with or
pursuant to the  Original  Credit  Agreement,  this  Agreement or any other Loan
Document  shall be  considered  to have been  relied upon by the Lenders and the
Issuing  Banks and shall  survive the making by the Lenders of the Loans and the
issuance  of  Letters  of  Credit  by  the  Issuing  Banks,  regardless  of  any
investigation  made by the Lenders or the Issuing Banks or on their behalf,  and
shall  continue  in full  force and  effect as long as the  principal  of or any

<PAGE>

accrued  interest  on any Loan,  Tranche  C Loan or any Fee or any other  amount
payable under this  Agreement or any other Loan  Document,  the Tranche C Credit
Agreement or the Additional L/C Facility is outstanding and unpaid or any Letter
of Credit or  Additional  Letter  of  Credit is  outstanding  and so long as the
Commitments  and the  Tranche  C  Commitments  have  not  been  terminated.  The
provisions of Sections 2.14,  2.16, 2.20 and 9.05 shall remain  operative and in
full  force  and  effect  regardless  of the  expiration  of the  term  of  this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of  Credit,  the  invalidity  or  unenforceability  of any term or
provision of this  Agreement or any other Loan  Document,  or any  investigation
made by or on behalf of the  Administrative  Agent,  the Collateral  Agent,  any
Lender or any Issuing Bank.

     SECTION 9.03.  Binding  Effect.  This Agreement  shall become  effective as
provided in the Amendment  Agreement,  and thereafter  shall be binding upon and
inure to the  benefit  of the  parties  hereto  and their  respective  permitted
successors and assigns.

     SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants,  promises and
agreements  by or on behalf of the  Borrowers,  the  Administrative  Agent,  the
Issuing Banks or the Lenders that are contained in this Agreement shall bind and
inure to the benefit of their respective successors and assigns.

     (b) Each Lender may assign to one or more assignees all or a portion of its
interests,  rights and  obligations  under this  Agreement  (including  all or a
portion  of its  Commitment  and the Loans at the time  owing to it);  provided,
however,  that  (i)  except  in the  case of an  assignment  to a  Lender  or an
Affiliate of such Lender or an Approved Fund,  (x) Terex and the  Administrative
Agent (and, in the case of any assignment of a Revolving Credit Commitment,  the
Issuing Banks and the Swingline Lender) must give their prior written consent to
such assignment  (which consent shall not be unreasonably  withheld) and (y) the
amount of the  Commitment  or Loans,  as  applicable,  of the  assigning  Lender
subject to each such  assignment  (determined  as of the date the Assignment and
Acceptance  with respect to such  assignment is delivered to the  Administrative
Agent)  shall not be less than  $5,000,000  (or, if less,  the entire  remaining
amount of such Lender's Commitment or Loans, as applicable), (ii) the parties to
each such assignment  shall execute and deliver to the  Administrative  Agent an
Assignment and  Acceptance,  together with a processing and  recordation  fee of
$3,500,  and (iii) the assignee,  if it shall not be a Lender,  shall deliver to
the Administrative Agent an Administrative  Questionnaire.  For purposes of this
Section 9.04(b),  "Approved Fund" shall mean, with respect to any Lender that is
a fund that  invests in bank  loans,  any other fund that  invests in bank loans
which is managed or advised by the same investment  advisor as such Lender or by
an affiliate of such investment advisor.  Upon acceptance and recording pursuant
to  paragraph  (e) of this  Section  9.04,  from and  after the  effective  date

<PAGE>

specified in each  Assignment and  Acceptance,  which effective date shall be at
least  five  Business  Days  after  the  execution  thereof,  (A)  the  assignee
thereunder  shall be a party hereto and, to the extent of the interest  assigned
by such Assignment and  Acceptance,  have the rights and obligations of a Lender
under this  Agreement  and (B) the assigning  Lender  thereunder  shall,  to the
extent of the interest  assigned by such Assignment and Acceptance,  be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights
and  obligations  under this  Agreement,  such Lender  shall cease to be a party
hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16,
2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).

     (c) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee  thereunder shall be deemed to confirm to and
agree  with each  other  and the  other  parties  hereto  as  follows:  (i) such
assigning  Lender  warrants  that it is the  legal and  beneficial  owner of the
interest being assigned thereby free and clear of any adverse claim and that its
Commitment,  and the  outstanding  balances of its Loans,  in each case  without
giving effect to assignments thereof which have not become effective, are as set
forth in such Assignment and Acceptance,  (ii) except as set forth in (i) above,
such  assigning  Lender  makes no  representation  or  warranty  and  assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with  this  Agreement,  or the  execution,  legality,
validity, enforceability,  genuineness,  sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document  furnished  pursuant
hereto,  or the  financial  condition of any Borrower or any  Subsidiary  or the
performance  or  observance  by any  Borrower  or any  Subsidiary  of any of its
obligations  under  this  Agreement,  any  other  Loan  Document  or  any  other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants  that it is legally  authorized to enter into such  Assignment  and
Acceptance;  (iv) such  assignee  confirms  that it has  received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in  Section  3.05 or  delivered  pursuant  to  Section  5.04 and  such  other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into such  Assignment  and  Acceptance;  (v) such
assignee will independently and without reliance upon the Administrative  Agent,
the Collateral  Agent,  such  assigning  Lender or any other Lender and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own credit  decisions in taking or not taking  action under
this Agreement;  (vi) such assignee  appoints and authorizes the  Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.
<PAGE>

     (d) The  Administrative  Agent,  acting for this purpose as an agent of the
Borrowers,  shall  maintain at one of its offices in The City of New York a copy
of  each  Assignment  and  Acceptance  delivered  to it and a  register  for the
recordation  of the names and addresses of the Lenders,  and the  Commitment of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive and the Borrowers,  the Administrative  Agent, the Issuing Banks, the
Collateral Agent and the Lenders may treat each person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for  inspection by the  Borrowers,  any Issuing Bank,  the  Collateral
Agent  and any  Lender,  at any  reasonable  time  and  from  time to time  upon
reasonable prior notice.

     (e) Upon its receipt of a duly completed Assignment and Acceptance executed
by  an  assigning  Lender  and  an  assignee,  an  Administrative  Questionnaire
completed in respect of the assignee  (unless the  assignee  shall  already be a
Lender  hereunder),  the processing and recordation fee referred to in paragraph
(b) above and, if required,  the written consent of Terex, the Swingline Lender,
the  Issuing  Banks  and  the  Administrative  Agent  to  such  assignment,  the
Administrative  Agent  shall (i) accept such  Assignment  and  Acceptance,  (ii)
record the information  contained  therein in the Register and (iii) give prompt
notice thereof to the Lenders,  the Issuing Banks and the Swingline  Lender.  No
assignment  shall be  effective  unless it has been  recorded in the Register as
provided in this paragraph (e).

     (f) Each  Lender may without the  consent of any  Borrower,  the  Swingline
Lender, the Issuing Banks or the Administrative Agent sell participations to one
or  more  banks  or  other  entities  in all or a  portion  of  its  rights  and
obligations  under this Agreement  (including all or a portion of its Commitment
and  the  Loans  owing  to  it);  provided,  however,  that  (i)  such  Lender's
obligations under this Agreement shall remain unchanged,  (ii) such Lender shall
remain solely  responsible  to the other parties  hereto for the  performance of
such  obligations,  (iii) the  participating  banks or other  entities  shall be
entitled to the benefit of the cost protection  provisions contained in Sections
2.14,  2.16 and 2.20 to the same  extent  as if they were  Lenders  and (iv) the
Borrowers,  the  Administrative  Agent,  the Issuing Banks and the Lenders shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights and  obligations  under this  Agreement,  and such Lender shall
retain the sole right to enforce the  obligations  of the Borrowers  relating to
the Loans or L/C  Disbursements  and to approve any amendment,  modification  or
waiver of any provision of this Agreement (other than amendments,  modifications
or waivers  decreasing any fees payable  hereunder or the amount of principal of
or the rate at which  interest is payable on the Loans,  extending any scheduled
principal  payment  date or date fixed for the payment of interest on the Loans,
releasing  any  Guarantor or all or any  substantial  part of the  Collateral or
increasing or extending the Commitments).
<PAGE>

     (g) Any Lender or  participant  may, in connection  with any  assignment or
participation or proposed  assignment or participation  pursuant to this Section
9.04,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant any information relating to any Borrower furnished to such Lender by
or on behalf of any Borrower;  provided  that,  prior to any such  disclosure of
information  designated by any Borrower as  confidential,  each such assignee or
participant  or proposed  assignee or  participant  shall  execute an  agreement
whereby  such  assignee  or  participant   shall  agree  (subject  to  customary
exceptions) to preserve the confidentiality of such confidential  information on
terms no less  restrictive  than those  applicable  to the  Lenders  pursuant to
Section 9.17.

     (h) Any Lender may at any time pledge or assign a security  interest in all
or any portion of its rights under this Agreement to secure  obligations of such
Lender,  including any pledge or assignment to secure  obligations  to a Federal
Reserve Bank,  and this Section shall not apply to any such pledge or assignment
of a security interest, provided that no such pledge or assignment of a security
interest  shall  release  a Lender  from  any of its  obligations  hereunder  or
substitute any such pledgee or assignee for such Lender as a party hereto.

     (i) No  Borrower  shall  assign  or  delegate  any of its  rights or duties
hereunder  without the prior written consent of the  Administrative  Agent, each
Issuing Bank and each Lender, and any attempted  assignment without such consent
shall be null and void.

     (j)  Notwithstanding  anything to the contrary contained herein, any Lender
(a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC"),
identified  as such in writing from time to time by the  Granting  Lender to the
Administrative  Agent and the Borrowers,  the option to provide to the Borrowers
all or any part of any  Loan  that  such  Granting  Lender  would  otherwise  be
obligated to make to the Borrowers pursuant to this Agreement; provided that (i)
nothing  herein shall  constitute  a commitment  by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise  fails to provide
all or any part of such Loan,  the  Granting  Lender  shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting  Lender to the same extent,  and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable  for any  indemnity  or similar  payment  obligation
under this  Agreement  (all  liability  for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this  Agreement)  that,  prior to the
date that is one year and one day after the  payment in full of all  outstanding
commercial paper or other senior  indebtedness of any SPC, it will not institute
against,  or  join  any  other  person  in  instituting  against,  such  SPC any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
under  the  laws  of the  United  States  or any  State  thereof.  In  addition,
notwithstanding anything to the contrary contained in this Section 9.04, (i) any
SPC may (x) with  notice to,  but  without  the prior  written  consent  of, the
Borrowers and the  Administrative  Agent and without  paying any  processing fee

<PAGE>

therefore, assign all or a portion of its interests in any Loans to the Granting
Lender  or to any  financial  institutions  providing  liquidity  and/or  credit
support to or for the account of such SPC to support the funding or  maintenance
of Loans and (y) disclose on a  confidential  basis any  non-public  information
relating to its Loans to any rating agency,  commercial paper dealer or provider
of any surety,  guarantee  or credit or liquidity  enhancement  to such SPC, and
(ii) the  protections  afforded to any SPC  pursuant to the  provisions  of this
Section  9.04(j) may not be amended or modified  without the written  consent of
such SPC.

     (k) In the event that Standard & Poor's  Ratings Group,  Moody's  Investors
Service,  Inc., and Thompson's BankWatch (or Insurance Watch Ratings Service, in
the case of Lenders that are insurance  companies (or Best's Insurance  Reports,
if such  insurance  company is not rated by Insurance  Watch  Ratings  Service))
shall,  after  the date  that any  Lender  becomes a  Revolving  Credit  Lender,
downgrade  the long-term  certificate  deposit  ratings of such Lender,  and the
resulting  ratings  shall be  below  BBB-,  Baa3 and C (or BB,  in the case of a
Lender that is an insurance  company (or B, in the case of an insurance  company
not rated by Insurance  Watch  Ratings  Service)),  then each Issuing Bank shall
have the right, but not the obligation,  at its own expense, upon notice to such
Lender and the Administrative  Agent, to replace (or to request Terex to use its
reasonable  efforts to replace) such Lender with an assignee (in accordance with
and subject to the  restrictions  contained  in paragraph  (b) above),  and such
Lender hereby agrees to transfer and assign without recourse (in accordance with
and  subject  to the  restrictions  contained  in  paragraph  (b) above) all its
interests,  rights and obligations in respect of its Revolving Credit Commitment
to such assignee;  provided, however, that (i) no such assignment shall conflict
with any law,  rule and  regulation or order of any  Governmental  Authority and
(ii) the applicable Issuing Bank or such assignee, as the case may be, shall pay
to such Lender in immediately available funds on the date of such assignment the
principal  of and  interest  accrued to the date of payment on the Loans made by
such Lender hereunder and all other amounts accrued for such Lender's account or
owed to it hereunder.

     SECTION 9.05.  Expenses;  Indemnity.  (a) Each  Borrower  agrees to pay all
reasonable  out-of-pocket  expenses  incurred by the  Administrative  Agent, the
Collateral  Agent, the Issuing Banks and the Swingline Lender in connection with
the syndication of the credit facilities provided for herein and the preparation
and  administration  of  this  Agreement  and the  other  Loan  Documents  or in
connection  with any  amendments,  modifications  or waivers  of the  provisions
hereof  or  thereof  (whether  or  not  the   transactions   hereby  or  thereby
contemplated shall be consummated) or incurred by the Administrative  Agent, the
Collateral  Agent or any Lender in connection with the enforcement or protection
of its rights in connection  with this Agreement and the other Loan Documents or
in  connection  with the Loans made or Letters of Credit  issued  hereunder,  as
applicable, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore,  counsel for the Administrative  Agent and the Collateral Agent,
and, in connection with any such  enforcement or protection,  the fees,  charges
and  disbursements  of any  other  counsel  for the  Administrative  Agent,  the
Collateral Agent or any Lender.
<PAGE>

     (b) Each  Borrower  agrees  to  indemnify  the  Administrative  Agent,  the
Collateral  Agent,  each Lender and each Issuing Bank,  each Affiliate of any of
the  foregoing  persons  and  each  of  their  respective  directors,  officers,
employees  and agents (each such person being called an  "Indemnitee")  against,
and to hold each Indemnitee harmless from, any and all losses, claims,  damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected  with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective  obligations
thereunder or the consummation of the  Transactions  and the other  transactions
contemplated  thereby,  (ii) the use of the proceeds of the Loans or issuance of
Letters of Credit,  (iii) any claim,  litigation,  investigation  or  proceeding
relating  to any of the  foregoing,  whether  or not any  Indemnitee  is a party
thereto, or (iv) any actual or alleged presence, Release or threat of Release of
Hazardous Materials on any Properties, or any Environmental Claim related in any
way to any Borrower or the Subsidiaries; provided that such indemnity shall not,
as to any  Indemnitee,  be  available  to the extent that such  losses,  claims,
damages,  liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee.

     (c) The provisions of this Section 9.05 shall remain  operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions  contemplated  hereby,  the repayment of any of
the Loans,  the expiration of the  Commitments,  the expiration of any Letter of
Credit,  the  invalidity  or  unenforceability  of any term or provision of this
Agreement or any other Loan Document,  or any investigation made by or on behalf
of the  Administrative  Agent,  the Collateral  Agent,  any Lender or an Issuing
Bank. All amounts due under this Section 9.05 shall be payable on written demand
therefor.

     SECTION 9.06.  Right of Setoff.  If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time,  except to the extent  prohibited by law, to set off and apply any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and  other  indebtedness  at any time  owing by such  Lender  to or for the
credit or the account of any Borrower  against any of and all the obligations of
such  Borrower now or hereafter  existing  under this  Agreement  and other Loan
Documents held by such Lender,  irrespective of whether or not such Lender shall
have made any demand  under this  Agreement  or such  other  Loan  Document  and
although such obligations may be unmatured. The rights of each Lender under this
Section  9.06 are in  addition to other  rights and  remedies  (including  other
rights of setoff) which such Lender may have.
<PAGE>

     SECTION 9.07.  Applicable  Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN  DOCUMENTS)  SHALL BE CONSTRUED
IN  ACCORDANCE  WITH AND  GOVERNED  BY THE LAWS OF THE STATE OF NEW  YORK.  EACH
LETTER OF CREDIT  SHALL BE GOVERNED  BY, AND SHALL BE  CONSTRUED  IN  ACCORDANCE
WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT,  OR IF NO SUCH LAWS
OR RULES ARE  DESIGNATED,  THE UNIFORM  CUSTOMS  AND  PRACTICE  FOR  DOCUMENTARY
CREDITS (1993 REVISION),  INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500
(THE "UNIFORM  CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE LAWS OF THE STATE OF NEW YORK.

     SECTION  9.08.  Waivers;   Amendment.  (a)  No  failure  or  delay  of  the
Administrative  Agent,  the Collateral  Agent,  any Lender or an Issuing Bank in
exercising  any power or right  hereunder or under any other Loan Document shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right or power,  or any abandonment or  discontinuance  of steps to enforce
such a right or power,  preclude  any other or further  exercise  thereof or the
exercise  of  any  other  right  or  power.  The  rights  and  remedies  of  the
Administrative  Agent,  the Collateral  Agent, the Issuing Banks and the Lenders
hereunder  and  under  the  other  Loan  Documents  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any  provision of this  Agreement  or any other Loan  Document or consent to any
departure by any Borrower or any other Loan Party  therefrom  shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific  instance and for
the purpose  for which  given.  No notice or demand on any  Borrower in any case
shall entitle such Borrower to any other or further  notice or demand in similar
or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived,  amended
or modified  except  pursuant to an agreement or agreements  in writing  entered
into by the Borrowers and the Required Lenders; provided,  however, that no such
agreement shall (i) decrease the principal  amount of, or extend the maturity of
or any scheduled  principal payment date or date for the payment of any interest
on any Loan or any date for  reimbursement of an L/C  Disbursement,  or waive or
excuse any such payment or any part thereof, or decrease the rate of interest on
any Loan or L/C  Disbursement,  without the prior written consent of each Lender
affected thereby, (ii) change or extend the Commitment or decrease or extend the
date for payment of the Facility  Fees of any Lender  without the prior  written
consent of such Lender,  (iii) amend or modify the provisions of Section 2.17 or
9.04(i),  the  provisions of this Section,  the definition of the term "Required
Lenders",  increase the total Commitments or release any Guarantor or all or any
substantial  part of the  Collateral,  without the prior written consent of each
Lender,  (iv) change the allocation  between  Tranche A Term Loans and Tranche B
Term Loans of any prepayment  pursuant to Section 2.12 or 2.13 without the prior
written consent of (A) Lenders  holding a majority of the aggregate  outstanding
principal  amount of the Tranche A Term Loans and (B) Lenders holding a majority

<PAGE>

of the aggregate outstanding principal amount of the Tranche B Term Loans or (v)
amend Section 2.13(j) without the prior written consent of the Lenders holding a
majority of the  aggregate  outstanding  principal  amount of the Tranche B Term
Loans;  provided further that no such agreement shall amend, modify or otherwise
affect the rights or duties of the  Administrative  Agent, the Collateral Agent,
any Issuing Bank, any A/C Fronting Lender or the Swingline  Lender  hereunder or
under  any  other  Loan  Document  without  the  prior  written  consent  of the
Administrative Agent, the Collateral Agent, such Issuing Bank, such A/C Fronting
Lender or the Swingline Lender.

     SECTION 9.09. Interest Rate Limitation.  Notwithstanding anything herein to
the  contrary,  if at any  time  the  interest  rate  applicable  to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or  participation in such L/C
Disbursement under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted  for,  charged,
taken,  received or reserved by the Lender holding such Loan or participation in
accordance with applicable law, the rate of interest  payable in respect of such
Loan or  participation  hereunder,  together with all Charges payable in respect
thereof,  shall be limited to the Maximum  Rate and, to the extent  lawful,  the
interest  and  Charges  that would have been  payable in respect of such Loan or
participation  but were not payable as a result of the operation of this Section
9.09 shall be cumulated  and the interest and Charges  payable to such Lender in
respect of other Loans or  participations or periods shall be increased (but not
above the Maximum Rate  therefor)  until such  cumulated  amount,  together with
interest  thereon at the Federal Funds  Effective Rate to the date of repayment,
shall have been received by such Lender.

     SECTION 9.10.  Entire  Agreement.  This  Agreement,  the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof.  Any other  previous  agreement  among the parties
with respect to the subject  matter hereof is  superseded by this  Agreement and
the other  Loan  Documents.  Nothing  in this  Agreement  or in the  other  Loan
Documents, expressed or implied, is intended to confer upon any party other than
the parties hereto and thereto any rights, remedies,  obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.

     SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION  DIRECTLY OR INDIRECTLY  ARISING OUT OF, UNDER
OR IN CONNECTION  WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN  DOCUMENTS.  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE FOREGOING  WAIVER AND (B)

<PAGE>

ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

     SECTION 9.12. Severability.  In the event any one or more of the provisions
contained  in this  Agreement  or in any  other  Loan  Document  should  be held
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be  affected or impaired  thereby (it being  understood  that the
invalidity of a particular  provision in a particular  jurisdiction shall not in
and of itself affect the validity of such provision in any other  jurisdiction).
The parties shall  endeavor in good-faith  negotiations  to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which  comes  as  close  as  possible  to  that  of  the  invalid,   illegal  or
unenforceable provisions.

     SECTION 9.13. Counterparts.  This Agreement 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,  and shall  become  effective  as  provided  in Section  9.03.
Delivery  of  an  executed   signature  page  to  this  Agreement  by  facsimile
transmission  shall be as effective as delivery of a manually signed counterpart
of this Agreement.

     SECTION  9.14.  Headings.  Article  and Section  headings  and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and are not to  affect  the  construction  of,  or to be  taken  into
consideration in interpreting, this Agreement.

     SECTION  9.15.  Jurisdiction;  Consent  to  Service  of  Process.  (a) Each
Borrower hereby  irrevocably  and  unconditionally  submits,  for itself and its
property,  to the  nonexclusive  jurisdiction  of any New  York  State  court or
Federal court of the United States of America  sitting in New York City, and any
appellate court from any thereof,  in any action or proceeding arising out of or
relating to this Agreement or the other Loan  Documents,  or for  recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees  that all claims in  respect of any such  action or
proceeding  may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided  by law.  Nothing  in this  Agreement  shall  affect any right that the
Administrative  Agent, the Collateral  Agent, any Issuing Bank or any Lender may
otherwise  have to bring any action or proceeding  relating to this Agreement or
the other Loan Documents against any Borrower or its properties in the courts of
any jurisdiction.
<PAGE>

     (b) Each Borrower hereby  irrevocably and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising out of or relating to this  Agreement or the other Loan Documents in any
New York State or Federal court.  Each of the parties hereto hereby  irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01; provided, however, that each
Subsidiary  Borrower  hereby appoints Terex,  500 Post Road East,  Westport,  CT
06880  (Attention  of General  Counsel),  as its agent for  service of  process.
Nothing in this  Agreement  will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

     SECTION  9.16.  Conversion  of  Currencies.  (a)  If,  for the  purpose  of
obtaining  judgment  in any  court,  it is  necessary  to  convert  a sum  owing
hereunder in one currency into another  currency,  each party hereto agrees,  to
the fullest extent that it may effectively do so, that the rate of exchange used
shall be that at which in  accordance  with  normal  banking  procedures  in the
relevant  jurisdiction  the first  currency  could be purchased  with such other
currency  on the  Business  Day  immediately  preceding  the day on which  final
judgment is given.

     (b) The  obligations  of each  party in respect of any sum due to any other
party hereto or any holder of the obligations  owing hereunder (the  "Applicable
Creditor")  shall,  notwithstanding  any judgment in a currency  (the  "Judgment
Currency")  other  than the  currency  in which  such  sum is  stated  to be due
hereunder (the "Agreement Currency"),  be discharged only to the extent that, on
the  Business  Day  following  receipt  by the  Applicable  Creditor  of any sum
adjudged to be so due in the Judgment Currency,  the Applicable  Creditor may in
accordance with normal banking procedures in the relevant  jurisdiction purchase
the  Agreement  Currency  with  the  Judgment  Currency;  if the  amount  of the
Agreement  Currency  so  purchased  is less than the sum  originally  due to the
Applicable Creditor in the Agreement Currency,  such party agrees, as a separate
obligation and  notwithstanding  any such judgment,  to indemnify the Applicable
Creditor  against such loss. The  obligations  of the Loan Parties  contained in
this  Section  9.16 shall  survive the  termination  of this  Agreement  and the
payment of all other amounts owing hereunder.

     SECTION 9.17.  Confidentiality.  The  Administrative  Agent, the Collateral
Agent,  each  Issuing Bank and each of the Lenders  agrees to keep  confidential
(and to use its best efforts to cause its respective agents and  representatives
to keep confidential) the Information (as defined below) and all copies thereof,
extracts  therefrom and analyses or other materials  based thereon,  except that
the  Administrative  Agent, the Collateral Agent, any Issuing Bank or any Lender
shall  be  permitted  to  disclose  Information  (a) to such  of its  respective

<PAGE>

officers,  directors,  employees, agents, affiliates and representatives as need
to  know  such  Information,  (b)  to the  extent  requested  by any  regulatory
authority  (provided such authority shall be advised of the confidential  nature
of the Information), (c) to the extent otherwise required by applicable laws and
regulations or by any subpoena or similar legal process,  (d) in connection with
any  suit,  action or  proceeding  relating  to the  enforcement  of its  rights
hereunder  or under the other  Loan  Documents,  (e) to any  direct or  indirect
contractual  counterparty in swap agreements or such contractual  counterparty's
professional  advisor  (so  long  as  such  contractual   counterparty  (or  its
affiliates) is not a competitor of Terex or any of its  Subsidiaries  and agrees
to be bound by the  provisions  of this Section  9.17) or (f) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section 9.17 or (ii) becomes  available to the  Administrative  Agent,  any
Issuing Bank, any Lender or the Collateral Agent on a nonconfidential basis from
a  source  other  than  any   Borrower.   For  the  purposes  of  this  Section,
"Information"  shall  mean  all  financial  statements,  certificates,  reports,
agreements and  information  (including all analyses,  compilations  and studies
prepared by the Administrative  Agent, the Collateral Agent, any Issuing Bank or
any Lender based on any of the  foregoing)  that are received  from any Borrower
and related to any Borrower,  any  shareholder  of any Borrower or any employee,
customer or supplier of any Borrower,  other than any of the foregoing that were
available to the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Lender on a  nonconfidential  basis prior to its  disclosure  thereto by any
Borrower,  and which are in the case of Information  provided after the Original
Closing Date,  clearly  identified at the time of delivery as confidential.  The
provisions  of this Section 9.17 shall  remain  operative  and in full force and
effect regardless of the expiration and term of this Agreement.

     SECTION  9.18.   European   Monetary   Union.   If,  as  a  result  of  the
implementation  of European monetary union, (a) any currency ceases to be lawful
currency of the nation  issuing  the same and is  replaced by a European  common
currency, then any amount payable hereunder by any party hereto in such currency
shall  instead be  payable in the  European  common  currency  and the amount so
payable shall be determined by  translating  the amount payable in such currency
to such European common currency at the exchange rate recognized by the European
Central Bank for the purpose of implementing European monetary union, or (b) any
currency and a European  common  currency are at the same time recognized by the
central  bank or  comparable  authority of the nation  issuing such  currency as
lawful  currency  of such  nation,  then (i) any Loan made at such time shall be
made in such European  common  currency and (ii) any other amount payable by any
party  hereto in such  currency  shall be  payable in such  currency  or in such
European common  currency (in an amount  determined as set forth in clause (a)),
at the election of the obligor.  Prior to the  occurrence of the event or events
described in clause (a) or (b) of the preceding  sentence,  each amount  payable
hereunder in any  currency  will  continue to be payable only in that  currency.
Each Borrower agrees, at the request of the Required Lenders,  at the time of or
at any time following the  implementation  of European  monetary union, to enter
into an agreement amending this Agreement in such manner as the Required Lenders

<PAGE>

shall  reasonably  request in order to avoid any unfair  burden or  disadvantage
resulting  from the  implementation  of such  monetary  union  and to place  the
parties  hereto in the position they would have been in had such monetary  union
not been  implemented,  the intent  being that  neither  party will be adversely
affected  economically  as a result of such  implementation  and that reasonable
provisions may be adopted to govern the borrowing,  maintenance and repayment of
Loans  denominated in any  Alternative  Currency or a European  common  currency
after the  occurrence  of the event or events  described in clause (a) or (b) of
the preceding sentence.

     SECTION 9.19. Rights of Tranche C Lenders and Additional L/C Issuing Banks.
Without the  consent of each  Tranche C Lender and each  Additional  L/C Issuing
Bank, the Borrowers and the Lenders shall not enter into,  consent to or approve
of any amendment,  modification  or waiver of any provision of this Agreement or
any  other  Loan  Document  if,  as  a  result  of  such  amendment,  waiver  or
modification,  (a) any  Tranche C Lender or  Additional  L/C  Issuing  Bank,  as
applicable, would no longer be entitled to (i) its ratable share in the benefits
of the  Collateral,  (ii) the pro rata sharing  requirements  of Section 2.27 or
(iii)  the  mandatory  participation  provisions  of  Section  2.18,  (b) all or
substantially all of the Collateral would be released or (c) any Guarantor would
be released  from its  obligations  under the  applicable  Loan Document or Loan
Documents,  and any such attempted  amendment,  modification  or waiver shall be
null and void.  Each Tranche C Lender and each Additional L/C Issuing Bank shall
be entitled to enforce the  provisions  of this Section 9.19 and shall be deemed
to  have  provided  Tranche  C  Commitments,  made  Tranche  C Loans  or  issued
Additional Letters of Credit, as applicable, in reliance on this Section 9.19.

     SECTION  9.20.  Effect of  Restatement.  This  Agreement  shall,  except as
otherwise  expressly set forth herein,  supersede the Original Credit  Agreement
from and after the  Restatement  Closing Date with  respect to the  transactions
hereunder and with respect to the outstanding  Loans and Letters of Credit.  The
parties hereto acknowledge and agree,  however,  that (i) this Agreement and all
other Loan  Documents  executed  and  delivered  herewith  do not  constitute  a
novation,  payment and reborrowing or termination of the  Obligations  under the
Original Credit Agreement and the other Loan Documents as in effect  immediately
prior to the Restatement Closing Date, (ii) such Obligations are in all respects
continuing  with only the terms being modified as provided in this Agreement and
the other Loan Documents, (iii) the liens and security interests in favor of the
Agent for the  benefit of the  Lenders and the other  Secured  Parties  securing
payment of such Obligations are in all respects continuing and in full force and
effect with respect to all Obligations and (iv) all references in the other Loan
Documents to this Agreement shall be deemed to refer without  further  amendment
to this Agreement.

</TEXT>
</DOCUMENT>
