10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

F O R M   10 – Q

(Mark One)

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10702

Terex Corporation

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 34-1531521 (IRS Employer Identification No.)

200 Nyala Farm Road, Westport, Connecticut 06880

(Address of principal executive offices)

(203) 222-7170

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES S NO            o

Indicate by check mark whether the registrant has submitted electronically filed and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES S NO            o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b -2 of the Exchange Act.

Large accelerated filer S Accelerated filer o  Non-accelerated filer o Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO            S

Number of outstanding shares of common stock:  109.7 million as of November 1, 2011.

 The Exhibit Index begins on page 69.

INDEX

TEREX CORPORATION AND SUBSIDIARIES

GENERAL

This Quarterly Report on Form 10-Q filed by Terex Corporation generally speaks as of September 30, 2011 unless specifically noted otherwise, and includes financial information with respect to the subsidiaries of the Company listed below (all of which are wholly-owned) which were guarantors on September 30, 2011 (the “Guarantors”) of the Company’s 4% Convertible Senior Subordinated Notes due 2015 (the "4% Convertible Notes"), its 10-7/8% Senior Notes due 2016 (the “10-7/8% Notes”) and its 8% Senior Subordinated Notes Due 2017 (the “8% Notes”).  See Note Q – “Consolidating Financial Statements” to the Company’s September 30, 2011 Condensed Consolidated Financial Statements included in this Quarterly Report. Unless otherwise indicated, Terex Corporation, together with its consolidated subsidiaries, is hereinafter referred to as “Terex,” the “Registrant,” “us,” “we,” “our” or the “Company.”

Guarantor Information

Guarantor	State or other jurisdiction of incorporation or organization	I.R.S. employer identification number
A.S.V., Inc.	Minnesota	41-1459569
CMI Terex Corporation	Oklahoma	73-0519810
Duvalpilot Equipment Outfitters, LLC	Florida	22-3886719
Fantuzzi Noell USA, Inc.	Illinois	36-3865231
Genie Financial Services, Inc.	Washington	91-1712115
Genie Holdings, Inc.	Washington	91-1666966
Genie Industries, Inc.	Washington	91-0815489
Genie International, Inc.	Washington	91-1975116
GFS National, Inc.	Washington	91-1959375
Hydra Platforms Mfg. Inc.	North Carolina	56-1714789
Loegering Mfg. Inc.	North Dakota	45-0310755
Powerscreen Holdings USA Inc.	Delaware	61-1265609
Powerscreen International LLC	Delaware	61-1340898
Powerscreen North America Inc.	Delaware	61-1340891
Powerscreen USA, LLC	Kentucky	31-1515625
Schaeff Incorporated	Iowa	42-1097891
Schaeff of North America, Inc.	Delaware	75-2852436
Spinnaker Insurance Company	Vermont	03-0372517
Terex Advance Mixer, Inc.	Delaware	06-1444818
Terex Aerials, Inc.	Wisconsin	39-1028686
Terex Financial Services, Inc.	Delaware	45-0497096
Terex USA, LLC	Delaware	75-3262430
Terex South Dakota, Inc.	South Dakota	41-1603748
Terex Utilities, Inc.	Oregon	93-0557703
Terex Washington, Inc.	Washington	91-1499412

Forward-Looking Information

Certain information in this Quarterly Report includes forward-looking statements regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed below in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contingencies and Uncertainties.”  In addition, when included in this Quarterly Report or in documents incorporated herein by reference, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others:

• Our business is cyclical and weak general economic conditions affect the sales of our products and financial results;

• our ability to successfully integrate acquired businesses, including the recent acquisition of Demag Cranes AG;

• our ability to access the capital markets to raise funds and provide liquidity;

• our business is sensitive to government spending;

• our business is very competitive and is affected by our cost structure, pricing, product initiatives and other actions taken by competitors;

• the effects of operating losses;

• a material disruption to one of our significant facilities;

• our retention of key management personnel;

• the financial condition of suppliers and customers, and their continued access to capital;

• our providing financing and credit support for some of our customers;

• we may experience losses in excess of recorded reserves;

• our ability to obtain parts and components from suppliers on a timely basis at competitive prices;

• our ability to timely manufacture and deliver products to customers;

• the need to comply with restrictive covenants contained in our debt agreements;

• our ability to generate sufficient cash flow to service our debt obligations and operate our business;

• our business is global and subject to changes in exchange rates between currencies, regional economic conditions and trade restrictions;

• our international operations are subject to a number of potential risks, including changing regulatory environments and political instability;

• difficulties in managing and expanding into developing markets;

• possible work stoppages and other labor matters;

• compliance with applicable laws and regulations; particularly environmental and tax laws and regulations;

• litigation, product liability claims, patent claims, class action lawsuits and other liabilities;

• our ability to comply with an injunction and related obligations resulting from the settlement of an investigation by the United States Securities and Exchange Commission (“SEC”);

• our implementation of a global enterprise system and its performance; and

• other factors.

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. The forward-looking statements contained herein speak only as of the date of this Quarterly Report and the forward-looking statements contained in documents incorporated herein by reference speak only as of the date of the respective documents. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained or incorporated by reference in this Quarterly Report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

As a result of the final court decree in August 2009 that formalized the settlement of an investigation of Terex by the SEC, for a period of three years, or such earlier time as we are able to obtain a waiver from the SEC, we cannot rely on the safe harbor provisions regarding forward-looking statements provided by the regulations issued under the Securities Exchange Act of 1934.

The forward-looking statements and prospective financial information included in this Form 10-Q have been prepared by, and are the responsibility of, Terex management. PricewaterhouseCoopers LLP ("PwC") has not performed any procedures with respect to the accompanying forward-looking statements and prospective financial information and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto.

2

		Page No.
PART I	FINANCIAL INFORMATION	4
Item 1	Condensed Consolidated Financial Statements	4
	TEREX CORPORATION AND SUBSIDIARIES
	Condensed Consolidated Statement of Income - Three and nine months ended September 30, 2011 and 2010	4
	Condensed Consolidated Balance Sheet - September 30, 2011 and December 31, 2010	5
	Condensed Consolidated Statement of Cash Flows - Nine months ended September 30, 2011 and 2010	6
	Notes to Condensed Consolidated Financial Statements - September 30, 2011	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3	Quantitative and Qualitative Disclosures About Market Risk	63
Item 4	Controls and Procedures	64
PART II	OTHER INFORMATION	65
Item 1	Legal Proceedings	65
Item 1A	Risk Factors	65
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3	Defaults Upon Senior Securities	67
Item 4	Removed and Reserved	67
Item 5	Other Information	67
Item 6	Exhibits	67
SIGNATURES		68
EXHIBIT INDEX		69

3

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(in millions, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net sales	$	1,803.6		$	1,075.8		$	4,548.0		$	3,091.6
Cost of goods sold	(1,528.0		)	(911.9		)	(3,890.3		)	(2,674.3		)
Gross profit	275.6			163.9			657.7			417.3
Selling, general and administrative expenses	(223.0		)	(160.3		)	(607.6		)	(490.6		)
Income (loss) from operations	52.6			3.6			50.1			(73.3		)
Other income (expense)
Interest income	3.2			2.8			8.3			5.9
Interest expense	(37.1		)	(36.1		)	(93.2		)	(107.4		)
Loss on early extinguishment of debt	(1.4		)	—			(7.7		)	—
Other income (expense) – net	50.0			(21.5		)	136.5			(25.9		)
Income (loss) from continuing operations before income taxes	67.3			(51.2		)	94.0			(200.7		)
(Provision for) benefit from income taxes	(34.2		)	(38.6		)	(56.5		)	21.9
Income (loss) from continuing operations	33.1			(89.8		)	37.5			(178.8		)
(Loss) income from discontinued operations – net of tax	—			(3.4		)	5.8			(7.1		)
(Loss) gain on disposition of discontinued operations – net of tax	—			(1.5		)	(0.5		)	593.9
Net income (loss)	33.1			(94.7		)	42.8			408.0
Net loss (income) attributable to noncontrolling interest	3.8			(1.1		)	5.3			(4.2		)
Net income (loss) attributable to Terex Corporation	$	36.9		$	(95.8	)	$	48.1		$	403.8
Amounts attributable to Terex Corporation common stockholders:
Income (loss) from continuing operations	$	36.9		$	(90.9	)	$	42.8		$	(183.0	)
(Loss) income from discontinued operations – net of tax	—			(3.4		)	5.8			(7.1		)
(Loss) gain on disposition of discontinued operations – net of tax	—			(1.5		)	(0.5		)	593.9
Net income (loss) attributable to Terex Corporation	$	36.9		$	(95.8	)	$	48.1		$	403.8
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
Income (loss) from continuing operations	$	0.34		$	(0.84	)	$	0.39		$	(1.68	)
(Loss) income from discontinued operations – net of tax	—			(0.03		)	0.05			(0.07		)
(Loss) gain on disposition of discontinued operations – net of tax	—			(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.34		$	(0.88	)	$	0.44		$	3.72
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
Income (loss) from continuing operations	$	0.33		$	(0.84	)	$	0.38		$	(1.68	)
(Loss) income from discontinued operations – net of tax	—			(0.03		)	0.05			(0.07		)
(Loss) gain on disposition of discontinued operations – net of tax	—			(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.33		$	(0.88	)	$	0.43		$	3.72
Weighted average number of shares outstanding in per share calculation
Basic	109.6			108.8			109.5			108.6
Diluted	110.3			108.8			110.8			108.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited)

(in millions, except par value)

	September 30, 2011			December 31, 2010
Assets
Current assets
Cash and cash equivalents	$	684.9		$	894.2
Investments in marketable securities	2.7			521.4
Trade receivables (net of allowance of $43.2 and $46.8 at September 30, 2011 and      December 31, 2010, respectively)	1,202.3			782.5
Inventories	1,893.5			1,448.7
Deferred taxes	124.3			23.4
Other current assets	264.1			298.7
Total current assets	4,171.8			3,968.9
Non-current assets
Property, plant and equipment - net	879.3			573.5
Goodwill	1,302.7			492.9
Intangible assets - net	528.3			140.4
Deferred taxes	64.1			90.5
Other assets	380.5			250.2
Total assets	$	7,326.7		$	5,516.4
Liabilities and Stockholders' Equity
Current liabilities
Notes payable and current portion of long-term debt	$	74.6		$	346.8
Trade accounts payable	804.6			570.0
Accrued compensation and benefits	247.4			128.5
Accrued warranties and product liability	103.9			86.4
Customer advances	214.6			95.8
Income taxes payable	234.4			186.8
Other current liabilities	343.9			259.9
Total current liabilities	2,023.4			1,674.2
Non-current liabilities
Long-term debt, less current portion	2,242.0			1,339.5
Retirement plans and other	792.5			391.3
Total liabilities	5,057.9			3,405.0
Commitments and contingencies
Stockholders’ equity
Common stock, $.01 par value – authorized 300.0 shares; issued 121.8 and 121.2 shares at      September 30, 2011 and December 31, 2010, respectively	1.2			1.2
Additional paid-in capital	1,272.4			1,264.2
Retained earnings	1,364.8			1,316.7
Accumulated other comprehensive income	(47.9		)	100.4
Less cost of shares of common stock in treasury – 13.0 and 13.1 shares at September 30, 2011 and      December 31, 2010, respectively	(598.8		)	(599.3		)
Total Terex Corporation stockholders’ equity	1,991.7			2,083.2
Noncontrolling interest	277.1			28.2
Total stockholders' equity	2,268.8			2,111.4
Total liabilities and stockholders’ equity	$	7,326.7		$	5,516.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in millions)

	Nine Months Ended September 30,
	2011			2010
Operating Activities of Continuing Operations
Net income	$	42.8		$	408.0
Adjustments to reconcile net income to net cash used in operating activities of continuing operations:
Discontinued operations	(5.3		)	(586.8		)
Depreciation and amortization	89.3			74.3
Deferred taxes	(17.5		)	106.4
Gain on sale of assets	(172.0		)	(1.4		)
Stock-based compensation expense	18.3			28.1
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
Trade receivables	(193.8		)	(157.6		)
Inventories	(145.3		)	(206.5		)
Trade accounts payable	101.5			32.0
Other assets and liabilities	73.9			(213.6		)
Other operating activities, net	96.9			48.3
Net cash used in operating activities of continuing operations	(111.2		)	(468.8		)
Investing Activities of Continuing Operations
Capital expenditures	(63.6		)	(36.9		)
Acquisition of businesses, net of cash acquired	(1,013.5		)	—
Proceeds from disposition of discontinued operations	0.5			1,002.0
Investments in derivative securities	(16.1		)	(21.1		)
Proceeds from sale of assets	537.0			7.3
Other investing activities, net	(2.2		)	(4.7		)
Net cash (used in) provided by investing activities of continuing operations	(557.9		)	946.6
Financing Activities of Continuing Operations
Principal repayments of long-term debt	(297.6		)	(2.0		)
Proceeds from issuance of long-term debt	740.6			—
Net borrowings (repayments) under revolving line of credit agreements	33.5			(25.5		)
Payment of debt issuance costs	(25.8		)	(7.1		)
Purchase of noncontrolling interest	—			(12.9		)
Distributions to noncontrolling interest	—			(3.4		)
Other financing activities, net	4.9			—
Net cash provided by (used in) financing activities of continuing operations	455.6			(50.9		)
Cash Flows from Discontinued Operations
Net cash used in operating activities of discontinued operations	—			(53.1		)
Net cash provided by investing activities of discontinued operations	—			0.1
Net cash used in financing activities of discontinued operations	—			—
Net cash used in discontinued operations	—			(53.0		)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	4.2			9.2
Net (Decrease) Increase in Cash and Cash Equivalents	(209.3		)	383.1
Cash and Cash Equivalents at Beginning of Period	894.2			971.2
Cash and Cash Equivalents at End of Period	$	684.9		$	1,354.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

TEREX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(unaudited)

NOTE A – BASIS OF PRESENTATION

Basis of Presentation.  The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America to be included in full-year financial statements.  The accompanying Condensed Consolidated Balance Sheet as of December 31, 2010 has been derived from the audited Consolidated Balance Sheet as of that date.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The Condensed Consolidated Financial Statements include the accounts of Terex Corporation, its majority-owned subsidiaries and other controlled subsidiaries (“Terex” or the “Company”).  The Company consolidates all majority-owned and controlled subsidiaries, applies the equity method of accounting for investments in which the Company is able to exercise significant influence, and applies the cost method for all other investments.  All material intercompany balances, transactions and profits have been eliminated.

In the opinion of management, all adjustments considered necessary for fair statement of these interim financial statements have been made.  Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature.  Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011.

Cash and cash equivalents at September 30, 2011 and December 31, 2010 include $16.1 million and $16.3 million, respectively, which was not immediately available for use.  These consist primarily of cash balances held in escrow to secure various obligations of the Company.

On August 16, 2011, the Company acquired a majority interest in the shares of Demag Cranes AG. The results of Demag Cranes AG comprise the Material Handling & Port Solutions (“MHPS”) segment since the date of acquisition. See Note H - “Acquisitions.”

Reclassification. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Effective July 1, 2011, the Company's bridge inspection equipment, which was formerly included in the Construction segment, is now included in the Aerial Work Platforms (“AWP”) segment. 

Recent Accounting Pronouncements.  In October 2009, the Financial Accounting Standards Board (the“FASB”) issued Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amended Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.”  This guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how to allocate the consideration to each unit of accounting.  In an arrangement with multiple deliverables, the delivered item(s) shall be considered a separate unit of accounting if the delivered items have value to the customer on a stand-alone basis.  Items have value on a stand-alone basis if they are sold separately by any vendor or the customer could resell the delivered items on a stand-alone basis and if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor.

Arrangement consideration shall be allocated at the inception of the arrangement to all deliverables based on their relative selling price, except under certain circumstances such as items recorded at fair value and items not contingent upon the delivery of additional items or meeting other specified performance conditions.  The selling price for each deliverable shall be determined using vendor specific objective evidence (“VSOE”) of selling price, if it exists, otherwise third-party evidence of selling price.  If neither VSOE nor third-party evidence exists for a deliverable, then the vendor shall use its best estimate of the selling price for that deliverable.  This guidance eliminates the use of the residual value method for determining allocation of arrangement consideration and it allows for the use of an entity's best estimate to determine the selling price if VSOE and third-party evidence cannot be determined.  It also requires additional disclosures such as the nature of the arrangement, certain provisions within the arrangement, significant factors used to determine selling prices and the timing of revenue recognition related to the arrangement.  This guidance is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted.  Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

7

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  This amendment requires new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation of activity for Level 3 fair value measurements.  It also clarified guidance related to determining the appropriate classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair value.  This guidance with respect to Level 3 fair value measurements is effective for the Company in its interim and annual reporting periods beginning after December 15, 2010.  Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations,” (“ASU 2010-29”). The amendments in this update clarify the acquisition date that should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments that are directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which amended ASC 820, “Fair Value Measurements and Disclosures.” This guidance addresses efforts to achieve convergence between U.S. GAAP and International Financial Reporting Standards (“IFRS”) requirements for measurement of and disclosures about fair value. The amendments are not expected to have a significant impact on companies applying U.S. GAAP. Key provisions of the amendment include: a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity's net exposure to the group; an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This guidance is effective for the Company in its interim and annual reporting periods beginning after December 15, 2011. The Company is currently evaluating the impact that adoption of the guidance will have on the determination and reporting of its financial results.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08, “Intangibles - Goodwill and Other (Topic 350),” (“ASU 2011-08”). ASU 2011-08 allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The Company elected to early adopt this accounting guidance at the beginning of its fourth quarter of 2011 on a prospective basis for goodwill impairment tests. The Company anticipates that the adoption of this standard will not have a significant impact on the determination or reporting of its financial results.

8

Accounts Receivable and Allowance for Doubtful Accounts.  Trade accounts receivable are recorded at the invoiced amount and do not bear interest.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.  The Company determines the allowance based on historical customer review and current financial conditions.  The Company reviews its allowance for doubtful accounts at least quarterly.  Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.  All other balances are reviewed on a pooled basis by type of receivable.  Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered.  There can be no assurance that the Company’s historical accounts receivable collection experience will be indicative of future results.  The Company has off-balance sheet credit exposure related to guarantees provided to financial institutions as disclosed in Note O - “Litigation and Contingencies.”  Substantially all receivables were trade receivables at September 30, 2011 and December 31, 2010.

Impairment of Long-Lived Assets. The Company’s policy is to assess the realizability of its long-lived assets, including intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable.  Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value.  Future cash flow projections include assumptions for future sales levels and the level of working capital needed to support each business.  The Company uses data developed by business segment management as well as macroeconomic data in making these calculations.  The amount of any impairment then recognized would be calculated as the difference between estimated fair value and the carrying value of the asset.  The Company recognized $1.7 million and $9.6 million of asset impairments for the three and nine months ended September 30, 2010, respectively of which $1.7 million and $8.0 million, respectively was recognized as part of restructuring costs.  The Company recognized asset impairments of $2.1 million and $11.1 million for the three and nine months ended September 30, 2011, respectively of which $2.1 million and $2.2 million, respectively were recognized as part of restructuring costs.  See Note L – “Restructuring and Other Charges.”

Accrued Warranties.  The Company records accruals for potential warranty claims based on its claim experience.  The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period.  Each business provides a warranty specific to the products it offers.  The specific warranty offered by a business is a function of customer expectations and competitive forces.  Warranty length is generally a fixed period of time, a fixed number of operating hours, or both.

A liability for estimated warranty claims is accrued at the time of sale.  The non-current portion of the warranty accrual is included in Retirement plans and other in the Company’s Condensed Consolidated Balance Sheet.  The liability is established using historical warranty claim experience for each product sold.  Historical claim experience may be adjusted for known design improvements or for the impact of unusual product quality issues.  Warranty reserves are reviewed quarterly to ensure critical assumptions are updated for known events that may affect the potential warranty liability.

The following table summarizes the changes in the consolidated product warranty liability (in millions):

	Nine Months Ended
	September 30, 2011
Balance at beginning of period	$	103.0
Accruals for warranties issued during the period	56.7
Changes in estimates	3.0
Settlements during the period	(57.5		)
Acquisition	24.7
Foreign exchange effect/other	(1.3		)
Balance at end of period	$	128.6

NOTE B – BUSINESS SEGMENT INFORMATION

Terex is a diversified global equipment manufacturer of a variety of machinery products. The Company is focused on delivering reliable, customer-driven solutions for a wide range of commercial applications, including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries. The Company operates in five reportable segments: (i) AWP; (ii) Construction; (iii) Cranes; (iv) MHPS; and (v) Materials Processing (“MP”).

9

The AWP segment designs, manufactures, refurbishes, services and markets aerial work platform equipment, telehandlers, light towers, bridge inspection equipment and utility equipment as well as their related replacement parts and components. Customers use AWP products to construct and maintain industrial, commercial and residential buildings and facilities, construct and maintain utility and telecommunication lines, trim trees, in construction and foundation drilling applications and for other commercial operations, as well as in a wide range of infrastructure projects. Additionally, the Company owns a majority of the North American distribution channel for its utility products group. Effective July 1, 2011, the Company's bridge inspection equipment, which was formerly included in the Construction segment, is now included in the AWP segment.

The Construction segment designs, manufactures and markets heavy and compact construction equipment, as well as roadbuilding equipment, including asphalt and concrete equipment and landfill compactors as well as their related replacement parts and components. Customers use these products in construction and infrastructure projects to build roads and bridges and in quarrying and mining operations.

The Cranes segment designs, manufactures, services and markets mobile telescopic cranes, tower cranes, lattice boom crawler cranes, lattice boom truck cranes, truck-mounted cranes (boom trucks) and specialized port and rail equipment, including straddle and sprinter carriers, gantry cranes, mobile harbor cranes, ship-to-shore cranes, reach stackers, lift trucks and forklifts, as well as their related replacement parts and components. Cranes products are used primarily for construction, repair and maintenance of commercial buildings, manufacturing facilities and infrastructure and material handling at port and railway facilities.

The MHPS segment designs, manufactures, services and markets industrial cranes, crane components, harbor cranes and terminal automation technology. The segment operates an extensive global sales and service network. Customers use these products for material handling at manufacturing and port facilities. This segment information is included from August 16, 2011, the date of acquisition of a majority interest in the shares of Demag Cranes AG. See Note H - “Acquisitions.”

The MP segment designs, manufactures and markets materials processing equipment, including crushers, washing systems, screens, apron feeders, wood chippers and related components and replacement parts. Construction, quarrying, mining and government customers use MP products in construction and infrastructure projects and various quarrying and mining applications.

The Company assists customers in their rental, leasing and acquisition of its products through Terex Financial Services (“TFS”). TFS utilizes its equipment and financial leasing experience to provide a variety of financing solutions to the Company's customers when they purchase equipment manufactured by the Company.

Business segment information is presented below (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net Sales
AWP	$	448.7		$	282.2		$	1,312.6		$	733.5
Construction	395.4			284.7			1,096.6			765.0
Cranes	543.6			368.7			1,406.0			1,231.5
MHPS	256.0			—			256.0			—
MP	171.1			143.6			512.0			387.3
Corporate and Other / Eliminations	(11.2		)	(3.4		)	(35.2		)	(25.7		)
Total	$	1,803.6		$	1,075.8		$	4,548.0		$	3,091.6
Income (loss) from Operations
AWP	$	27.0		$	14.0		$	60.1		$	(8.2	)
Construction	(6.4		)	(7.7		)	(15.6		)	(47.7		)
Cranes	25.9			3.9			(30.6		)	17.8
MHPS	(2.6		)	—			(2.6		)	—
MP	12.4			10.3			45.8			19.2
Corporate and Other / Eliminations	(3.7		)	(16.9		)	(7.0		)	(54.4		)
Total	$	52.6		$	3.6		$	50.1		$	(73.3	)

10

	September 30, 2011			December 31, 2010
Identifiable Assets
AWP	$	888.2		$	837.2
Construction	1,263.9			1,186.8
Cranes	2,251.0			2,227.8
MHPS	2,354.2			—
MP	932.7			913.2
Corporate and Other / Eliminations	(363.3		)	351.4
Total	$	7,326.7		$	5,516.4

NOTE C – INCOME TAXES

During the three months ended September 30, 2011, the Company recognized income tax expense of $34.2 million on income of $67.3 million, an effective tax rate of 50.8% as compared to income tax expense of $38.6 million on a loss of $51.2 million, an effective tax rate of negative 75.4%, for the three months ended September 30, 2010.  During the nine months ended September 30, 2011, the Company recognized income tax expense of $56.5 million on income of $94.0 million, an effective tax rate of 60.1% as compared to an income tax benefit of $21.9 million on a loss of $200.7 million, an effective tax rate of 10.9%, for the nine months ended September 30, 2010.  The higher tax rate recorded in 2011, compared to statutory tax rates, was mainly due to losses not benefited for tax purposes, non-tax deductible expenses incurred to acquire Demag Cranes and the enactment of a statutory income tax rate reduction in the U.K. The Company does not recognize tax benefits for losses where it is not more likely than not, based on the weight of current objective evidence, that the losses will be used in the future. When income from continuing operations before income tax (instead of loss from continuing operations before income tax) is reported, tax expense items increase the effective tax rate and tax benefit items decrease the effective tax rate.

The Company conducts business globally and the Company and its subsidiaries file income tax returns in U.S. federal, state and foreign jurisdictions, as required. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Germany, Italy, the United Kingdom and the U.S. Various entities of the Company are currently under audit in Australia, Germany, Italy, the United Kingdom, the U.S. and elsewhere. The Company assesses uncertain tax positions for recognition, measurement and effective settlement. Where the Company has determined that its tax return filing position does not satisfy the more likely than not recognition threshold of ASC 740, “Income Taxes,” it has recorded no tax benefits. Where the Company has determined that its tax return filing positions are more likely than not to be sustained, the Company has measured and recorded the largest amount of tax benefit greater than 50% likely to be realized.

The Company evaluates each quarter whether it is reasonably possible that material changes to its uncertain tax position liability could occur in the next twelve months.  It is hard to predict which uncertain tax positions, if any, may be challenged by tax authorities. The timing and impact of income tax audits and their resolution is highly uncertain.  New laws and judicial decisions can change assessments concerning technical merit and measurement.  It is not possible to determine with any degree of certainty the amounts or periods in which changes to reserves for uncertain tax positions will occur.  Changes may occur as a result of uncertain tax positions being considered effectively settled, re-measured, paid, as the result of a change in the accounting rules, tax law or judicial decision, or due to the expiration of the relevant statute of limitations.  At this time, the Company does not believe there will be significant changes to the uncertain tax liability over the next twelve months.

The Company evaluates the net realizable value of its deferred tax assets each reporting period. The Company must consider all objective evidence, both positive and negative, in evaluating the future realization of its deferred tax assets, including tax loss carry forwards. Historical information is supplemented by currently available information about future tax years. Realization requires sufficient taxable income to use deferred tax assets. The Company records a valuation allowance for each deferred tax asset for which realization is assessed as not more likely than not. In particular, the assessment by the Company that deferred tax assets will be realized considered the following: (i) estimates of future taxable income generated from various sources, including the expected recovery of operations in the U.S. and the United Kingdom, (ii) the reversal of taxable temporary differences, (iii) increased profitability due to cost reductions in recent years, (iv) losses in late 2008 through 2010 as a result of the economic downturn, and (v) the combination of certain businesses in the United Kingdom. If the current estimates of future taxable income are not realized or future estimates of taxable income are reduced, then the assessment regarding the realization of deferred tax assets in certain jurisdictions, including the U.S. and the United Kingdom, could change and have a material impact on the statement of income.  

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Except for the U.S. subsidiaries of Demag Cranes AG, the Company does not provide for foreign income and withholding, U.S. federal, or state income taxes or tax benefits on the undistributed earnings of its foreign subsidiaries because such earnings are reinvested and, in the Company's opinion, will continue to be reinvested indefinitely. The Company reviews its plan to indefinitely reinvest on a quarterly basis. In making its decision to indefinitely reinvest, the Company evaluates its plans of reinvestment, its ability to control repatriation, and the need, if any, to repatriate funds to support U.S. operations. If the assessment of the Company with respect to earnings of foreign subsidiaries changes, deferred U.S. income taxes, foreign income taxes, and foreign withholding taxes may have to be accrued. The Company records deferred tax assets and liabilities on the temporary differences between the financial statement basis and the tax basis in the investment in subsidiaries when such deferred taxes are required to be recognized. Where appropriate, the Company does not accrue deferred income taxes on the temporary difference between book and tax basis in domestic subsidiaries. At this time, determination of the unrecognized deferred tax liabilities for temporary differences related to the investment in subsidiaries is not practical.

With the exception of goodwill, the Company recorded deferred taxes on differences between the book and tax bases of Demag Cranes AG assets and liabilities acquired. In general, acquired goodwill is not amortized and not deductible for tax purposes. The Company is evaluating whether deferred income taxes should be provided for either undistributed earnings of Demag Cranes AG companies or temporary differences related to the investments in various Demag Cranes AG subsidiaries that existed on August 16, 2011. Based on the Company's current assessment, it believes, with the exception of the Demag Cranes AG investment in its U.S. subsidiaries, that such amounts remain indefinitely reinvested and that deferred taxes do not need to be provided. The Company has determined that the temporary difference related to the Demag Cranes AG investment in its U.S. subsidiaries is no longer indefinitely reinvested.  As a result, a deferred tax liability of $44.0 million has been recognized.

NOTE D – DISCONTINUED OPERATIONS

On February 19, 2010, the Company completed the disposition of its Mining business to Bucyrus International, Inc. (“Bucyrus”)

and received approximately $1 billion in cash and approximately 5.8 million shares of Bucyrus common stock.  Following this transaction, the Company has invested in its current businesses and focused on products and services where it can maintain and build a strong market presence.  The products divested by the Company in the transaction included hydraulic mining excavators, high capacity surface mining trucks, track and rotary blasthole drills, drill tools and highwall mining equipment, as well as the related parts and aftermarket service businesses, including the Company-owned distribution locations.  The Company recorded a cumulative gain on the sale of its Mining business of approximately $606 million, net of tax through September 30, 2011.  The Company is involved in a dispute with Bucyrus regarding the calculation of the value of the net assets of the Mining business.  Bucyrus has provided the Company with their calculation of the net asset value of the Mining business, which seeks a payment of approximately $149 million from the Company to Bucyrus.  The Company believes that the Bucyrus calculation of the net asset value is incorrect and not in accordance with the terms of the sale and purchase agreement.  The Company has objected to Bucyrus’ calculation and has provided Bucyrus with its calculation of the net asset value, which does not require any payment from the Company to Bucyrus.  The Company initiated a court proceeding on October 29, 2010 in the Supreme Court of the State of New York, County of New York, to enforce and protect its rights under the sale and purchase agreement.  The process for calculating the value of the net assets of the Mining business is pending the final adjudication of this court proceeding.

The Company believes its calculation of the net asset value, not requiring any payment from the Company to Bucyrus, is correct and does not currently believe it will be required to make a future payment to Bucyrus. Therefore, the Company has not included the effects of the Bucyrus claim in the determination of the gain recognized in connection with the sale. While the Company believes Bucyrus' position is without merit and it is vigorously opposing it, no assurance can be given as to the final resolution of this dispute or that the Company will not ultimately be required to make a substantial payment to Bucyrus.

During the three months endedSeptember 30, 2011, the Company sold approximately 2.6 million shares of Bucyrus common stock for net proceeds of $238.7 million, resulting in a gain of $76.2 million, which was recorded in Other income (expense) in the Condensed Consolidated Statement of Income. During the nine months endedSeptember 30, 2011, the Company sold approximately 5.8 million shares of Bucyrus common stock for net proceeds of $531.8 million, resulting in a gain of $167.8 million, which was recorded in Other income (expense) in the Condensed Consolidated Statement of Income. As of September 30, 2011, the Company had no shares of Bucyrus stock remaining.

In March 2010, the Company sold the assets of its Powertrain gears business and pumps business, which were formerly part of the Construction segment.  Total proceeds on the sale of these businesses were approximately $2 million.

12

On March 10, 2010, the Company entered into an agreement to sell all of its Atlas heavy construction equipment and knuckle-boom crane business (collectively “Atlas”) to Atlas Maschinen GmbH (“Atlas Maschinen”).  Fil Filipov, a former Terex executive and the father of Steve Filipov, the Company’s President, Developing Markets and Strategic Accounts, is the Chairman of Atlas Maschinen.  The Atlas product lines divested in the transaction included crawler, wheel and rail excavators, knuckle-boom truck loader cranes and Terex ^® Atlas branded material handlers.  The transaction also includes the Terex Atlas UK distribution business for truck loader cranes in the United Kingdom and the Terex minority ownership position in an Atlas Chinese joint venture.  The Atlas business was previously reported in the Construction segment, with the exception of the knuckle-boom truck loader cranes business, which was reported in the Cranes segment.  On April 15, 2010, the Company completed the portion of this transaction related to the Atlas operations in Germany and completed the portion of the transaction related to the operations in the United Kingdom on August 11, 2010.  The Company recorded a cumulative loss on the sale of Atlas of approximately $17 million, net of tax, through September 30, 2011.

The following amounts related to the discontinued operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in the Condensed Consolidated Statement of Income (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011			2010
Net sales	$	—	$	—		$	—		$	157.7
Loss from discontinued operations before income taxes	$	—	$	(0.2	)	$	(0.1	)	$	(9.6	)
(Provision for) benefit from income taxes	—		(3.2		)	5.9			2.5
(Loss) income from discontinued operations – net of tax	$	—	$	(3.4	)	$	5.8		$	(7.1	)
(Loss) gain on disposition of discontinued operations	$	—	$	2.1		$	(2.8	)	$	839.7
Benefit from (provision for) income taxes	—		(3.6		)	2.3			(245.8		)
(Loss) gain on disposition of discontinued operations – net of tax	$	—	$	(1.5	)	$	(0.5	)	$	593.9

During the nine months ended September 30, 2011, a tax benefit of $5.9 million was recognized in discontinued operations for the effective settlement and re-measurement of certain Australian uncertain tax positions of the Mining business in relation to 2008 and prior years. During the nine months ended September 30, 2011, the Company recorded a $0.5 million loss on the sale of its Mining business. No assets and liabilities were remaining in discontinued operations entities in the Condensed Consolidated Balance Sheet as of September 30, 2011 and December 31, 2010.

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NOTE E – EARNINGS PER SHARE

(in millions, except per share data)	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
Net income (loss) from continuing operations attributable to Terex Corporation common stockholders	$	36.9	$	(90.9	)	$	42.8		$	(183.0	)
Income (loss) from discontinued operations-net of tax	—		(3.4		)	5.8			(7.1		)
Gain on disposition of discontinued operations-net of tax	—		(1.5		)	(0.5		)	593.9
Net income (loss) attributable to Terex Corporation	$	36.9	$	(95.8	)	$	48.1		$	403.8
Basic shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Earnings per share - basic:
Income (loss) from continuing operations	$	0.34	$	(0.84	)	$	0.39		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain (loss) on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.34	$	(0.88	)	$	0.44		$	3.72
Diluted shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Effect of dilutive securities:
Stock options, restricted stock awards and convertible notes	0.7		—			1.3			—
Diluted weighted average shares outstanding	110.3		108.8			110.8			108.6
Earnings per share - diluted:
Income (loss) from continuing operations	$	0.33	$	(0.84	)	$	0.38		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.33	$	(0.88	)	$	0.43		$	3.72

The following table provides information to reconcile amounts reported on the Condensed Consolidated Statement of Income to amounts used to calculate earnings per share attributable to Terex Corporation common stockholders (in millions):

Noncontrolling Interest Attributable to Common Stockholders
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011		2010
Income (loss) from continuing operations	$	33.1	$	(89.8	)	$	37.5	$	(178.8	)
Noncontrolling interest attributed to (income) loss from continuing operations	3.8		(1.1		)	5.3		(4.2		)
Income (loss) from continuing operations attributable to common stockholders	$	36.9	$	(90.9	)	$	42.8	$	(183.0	)

14

Weighted average options to purchase 0.2 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were outstanding during the three and nine months ended September 30, 2011, and weighted average options to purchase 0.5 million and 0.6 million shares of Common Stock were outstanding during the three and nine months ended September 30, 2010, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive.  Weighted average restricted stock awards of 0.2 million shares were outstanding during the three and nine months ended September 30, 2011 and weighted average restricted stock awards of 1.3 million and 1.4 million were outstanding during the three and nine months ended September 30, 2010, respectively, but were not included in the computation of diluted shares because the effect would be anti-dilutive or performance targets were not yet achieved for awards contingent upon performance.  ASC 260, “Earnings per Share,” requires that employee stock options and non-vested restricted shares granted by the Company be treated as potential common shares outstanding in computing diluted earnings per share. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.  The Company includes the impact of pro forma deferred tax assets in determining the amount of tax benefits for potential windfalls and shortfalls (the differences between tax deductions and book expense) in this calculation.

The 4% Convertible Senior Subordinated Notes due 2015 (the “4% Convertible Notes”) described in Note M – “Long-Term Obligations” are dilutive to the extent the volume-weighted average price of the Common Stock for the period evaluated was greater than $16.25 per share and earnings from continuing operations were positive. The volume-weighted average price of the Common Stock was not greater than $16.25 per share for the three and nine months ended September 30, 2011 and therefore no shares were contingently issuable during such periods. The number of shares that were contingently issuable for the 4% Convertible Notes during the three and nine months ended September 30, 2010 was 2.4 million, but were not included in the computation of diluted shares because the effect would have been anti-dilutive.

NOTE F – INVENTORIES

Inventories consist of the following (in millions):

	September 30, 2011		December 31, 2010
Finished equipment	$	491.5	$	494.6
Replacement parts	223.6		228.9
Work-in-process	592.6		298.5
Raw materials and supplies	585.8		426.7
Inventories	$	1,893.5	$	1,448.7

Reserves for lower of cost or market value, excess and obsolete inventory were $113.5 million and $106.7 million at September 30, 2011 and December 31, 2010, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – net consist of the following (in millions):

	September 30, 2011			December 31, 2010
Property	$	123.2		$	78.4
Plant	458.8			316.8
Equipment	691.8			527.1
Property, plant and equipment – gross	1,273.8			922.3
Less: Accumulated depreciation	(394.5		)	(348.8		)
Property, plant and equipment – net	$	879.3		$	573.5

15

NOTE H - ACQUISITIONS

2011 Acquisitions

Demag Cranes AG Acquisition

On August 16, 2011, the Company acquired approximately 81% of the shares of Demag Cranes AG at a price of €45.50 per share, for total cash consideration of approximately $1.1 billion, bringing the Company's ownership to 82%. Demag Cranes AG is active in the development, planning, production, distribution, and marketing of industrial cranes and hoists and port technology, as well as the provision of services in these areas. Demag Cranes AG’s business is highly complementary to the Company's existing business both in terms of product and geographical fit. The acquisition of Demag Cranes AG is consistent with the Company's strategy to expand its position as a globally active manufacturer of machinery and industrial products in niche market segments.

Net Assets Acquired

The Company has applied purchase accounting to Demag Cranes AG and the results of operations are included in the Company's consolidated financial statements following the acquisition date. The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The net assets and liabilities of Demag Cranes AG were recorded at their estimated fair value using Level 3 inputs. The noncontrolling interest was recorded at fair value using Level 1 inputs. See Note K - “Fair Value Measurements,” for an explanation of Level 1 and 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, and appropriate discount and growth rates. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the date of this filing to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation and complete the purchase price adjustments as soon as practicable but no later than one-year from the acquisition date.

The Company has not identified any material unrecorded pre-acquisition contingencies where the related asset, liability or impairment is probable and the amount can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events had occurred and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation and may cause adjustment to goodwill.

The acquisition date fair value of the Company's 1% ownership of Demag Cranes AG held before August 16, 2011 was $14.6 million. The Company recognized a net gain of $3.0 million as a result of remeasuring to fair value its 1% ownership of Demag Cranes AG held before the business combination. The net gain is included in Other income (expense) - net in the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2011. The valuation techniques used to measure the acquisition date fair value of the shares held immediately before the business combination was quoted market prices.

The fair value of the noncontrolling interest in Demag Cranes AG at the acquisition date was $251.2 million. The valuation techniques and significant inputs used to measure the fair value of the noncontrolling interest was quoted market prices.

16

The following table summarizes the preliminary estimated fair values of the Demag AG assets acquired and liabilities assumed and related deferred income taxes as of acquisition date (in millions).

Assets acquired
Current assets	$	853.0
Property, plant and equipment	333.1
Intangible assets not subject to amortization	125.0
Intangible assets subject to amortization	300.5
Other assets	50.5
Goodwill	865.4
Total assets acquired	2,527.5
Liabilities assumed
Current liabilities, excluding current portion of long-term debt	502.3
Long-term debt	169.5
Postemployment benefit obligation	182.6
Other noncurrent liabilities	283.0
Total liabilities assumed	1,137.4
Net assets acquired	$	1,390.1

Goodwill of $865.4 million, resulting from the acquisition of a majority interest in Demag Cranes AG was assigned to the newly created MHPS segment. Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce. As part of the final valuation of the acquisition, the Company will determine which entities and to what extent the benefit of the acquisition applies and, as required by U.S. GAAP, record the appropriate intangibles and goodwill to each entity. The purchased intangibles and goodwill are not deductible for tax purposes. However, purchase accounting allows for the establishment of deferred tax liabilities on purchased intangibles (other than goodwill) that will be reflected as a tax benefit on the Company's future Consolidated Statements of Income in proportion to and over the amortization period of the related intangible asset.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):

	Weighted Average Life (in years)	Gross Carrying Amount
Definite-lived intangible assets:
Technology	6	$	39.1
Customer relationships	16	248.6
In process research and development	5	12.8
Total definite-lived intangible assets		$	300.5

The following table summarizes the identifiable indefinite-lived intangible assets acquired (in millions):

	Gross Carrying Amount
Indefinite-lived intangible assets:
Trade names	$	125.0

Demag Cranes AG maintained change-in-control provisions with its employees that allowed for enhanced severance and benefit payments. Included in the assets acquired and liabilities assumed above are severance accruals of approximately $4.1 million. These severance payments are expected to be paid by December 31, 2011.

17

Acquisition-Related Expenses

The Company has incurred transaction costs directly related to the Demag Cranes AG acquisition of $14.2 million and $16.2 million for the three months ended and the nine months ended September 30, 2011, respectively, which is recorded in Other income (expense) - net.

Unaudited Actual and Pro Forma Information

The Company’s consolidated Net sales and Net (loss) income from August 16, 2011 through September 30, 2011 includes $256.0 million and $35.4 million, respectively, related to the Demag Cranes AG business.

The following unaudited pro forma information has been presented as if the Demag Cranes AG transaction occurred on January 1, 2010. This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2010, nor does it intend to be a projection of future results. No pro forma adjustments have been made for the Company's incremental transaction costs or other transaction-related costs.

	Three Months Ended						Nine Months Ended
(in millions, except per share data)	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	1,910.1		$	1,335.3		$	5,336.5		$	3,916.4
Net (loss) income attributable to Terex Corporation	$	(49.3	)	$	(112.1	)	$	(64.3	)	$	349.6
Basic earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22
Diluted earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22

The fiscal year-ends for the Company and Demag Cranes AG are different. Demag Cranes AG fiscal year end is September 30. The information presented is for the three and nine month periods for the respective company's fiscal years. The results of Demag Cranes AG for the three and nine month periods ended June 30, 2011 and 2010 were used in these computations.

Other 2011 Acquisitions

In May 2011, the Company completed a small acquisition in the MP segment that had an aggregate purchase price of less than $5 million. In October 2011, the Company completed a small acquisition in the AWP segment that had an aggregate purchase price of less than $25 million. These acquisitions did not have a material impact on the Company's financial results.

2010 Acquisitions

The Company completed small acquisitions and investments in consolidated and unconsolidated entities during 2010 in the AWP, Cranes and MP segments that, taken together, had an aggregate purchase price of less than $35 million. These acquisitions and investments did not have a material impact on the Company’s financial results either individually or in the aggregate.

NOTE I – GOODWILL

An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):

	Aerial Work Platforms			Construction			Cranes			Materials Handling & Port Solutions			Materials Processing			Total
Balance at December 31, 2010, gross	$	149.6		$	438.8		$	212.4		$	—		$	196.9		$	997.7
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at December 31, 2010, net	106.8			—			212.4			—			173.7			492.9
Acquisitions	—			—			—			865.4			1.9			867.3
Foreign exchange effect and other	(0.1		)	—			(1.3		)	(55.9		)	(0.2		)	(57.5		)
Balance at September 30, 2011, gross	149.5			438.8			211.1			809.5			198.6			1,807.5
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at September 30, 2011, net	$	106.7		$	—		$	211.1		$	809.5		$	175.4		$	1,302.7

18

Due to uncertainty and short-term volatility in the cranes market, the Company reviewed the Cranes reporting unit at September 30, 2011 to determine if the results would be significantly different from its annual October 1 test.  The Cranes reporting unit's fair value exceeded its carrying value by approximately 32%.

The Company did not find evidence of impairment at September 30, 2011, but will continue to monitor the performance of the Cranes reporting unit and update the test as circumstances warrant.  If the Cranes reporting unit is unable to achieve its projected cash flows, the outcome of any prospective tests may result in the Company recording goodwill impairment charges in future periods.

The amount of goodwill in the Cranes reporting unit was $211.1 million as of September 30, 2011.

NOTE J – DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into two types of derivatives to hedge its interest rate exposure and foreign currency exposure: hedges of fair value exposures and hedges of cash flow exposures.  Fair value exposures relate to recognized assets or liabilities and firm commitments, while cash flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities or forecasted transactions.  Additionally, the Company entered into derivative contracts that were intended to partially mitigate risks associated with the shares of common stock of Bucyrus acquired in connection with the sale of the Mining business and the risks associated with Euro payment for the purchase of Demag Cranes AG.  These contracts were not designated as hedges because they did not meet the requirements for hedge accounting.

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and uses certain financial instruments to manage its foreign currency, interest rate and fair value exposures.  To qualify a derivative as a hedge at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and the method of assessing hedge effectiveness.  Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction must be specifically identified, and it must be probable that each forecasted transaction will occur.  If it is deemed probable that the forecasted transaction will not occur, then the gain or loss would be recognized in current earnings.  Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.  The Company does not engage in trading or other speculative use of financial instruments.

The Company has used and may use forward contracts and options to mitigate its exposure to changes in foreign currency exchange rates on third party and intercompany forecasted transactions.  The primary currencies to which the Company is exposed are the Euro and British Pound.  The effective portion of unrealized gains and losses associated with forward contracts and the intrinsic value of option contracts are deferred as a component of Accumulated other comprehensive income until the underlying hedged transactions are reported in the Company’s Condensed Consolidated Statement of Income.  The Company uses interest rate swaps to mitigate its exposure to changes in interest rates related to existing issuances of variable rate debt and to fair value changes of fixed rate debt.  Primary exposure includes movements in the London Interbank Offer Rate (“LIBOR”).

Changes in the fair value of derivatives designated as fair value hedges are recognized in earnings as offsets to changes in fair value of exposures being hedged.  The change in fair value of derivatives designated as cash flow hedges are deferred in Accumulated other comprehensive income and are recognized in earnings as hedged transactions occur.  Contracts deemed ineffective are recognized in earnings immediately.

In the Condensed Consolidated Statement of Income, the Company records hedging activity related to debt instruments in interest expense and hedging activity related to foreign currency in the accounts for which the hedged items are recorded.  On the Condensed Consolidated Statement of Cash Flows, the Company records cash flows from hedging activities in the same manner as it records the underlying item being hedged.

In November 2007, the Company entered into an interest rate swap agreement that converted a fixed rate interest payment into a variable rate interest payment.  At September 30, 2011, the Company had $400.0 million notional amount of this interest rate swap agreement outstanding, which matures in 2017.  The fair market value of this swap at September 30, 2011 and December 31, 2010 was a gain of $46.1 million and $39.3 million, respectively, which is recorded in Other assets.

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The Company had entered into a prior interest rate swap agreement that converted a fixed rate interest payment into a variable rate interest payment.  At December 31, 2006, the Company had $200.0 million notional amount of this interest rate swap agreement outstanding, which would have matured in 2014.  To maintain an appropriate balance between floating and fixed rate obligations on its mix of indebtedness, the Company exited this interest rate swap agreement on January 15, 2007 and paid $5.4 million.  This loss was recorded as an adjustment to the carrying value of the hedged debt and was amortized through January 15, 2011, which was the effective date that the hedged debt was extinguished.

The Company is also a party to currency exchange forward contracts that generally mature within one year to manage its exposure to changing currency exchange rates.  At September 30, 2011, the Company had $566.1 million notional amount of currency exchange forward contracts outstanding, most of which mature on or before September 30, 2012.  The fair market value of these contracts at September 30, 2011 was a net loss of $4.2 million.  At September 30, 2011, $504.7 million notional amount ($4.2 million of fair value losses) of these forward contracts have been designated as, and are effective as, cash flow hedges of specifically identified transactions.  During 2011 and 2010, the Company recorded the change in fair value for these cash flow hedges to Accumulated other comprehensive income and reclassified to earnings a portion of the deferred gain or loss from Accumulated other comprehensive income as the hedged transactions occurred and were recognized in earnings.

The Company entered into a stockholders agreement with Bucyrus that contained certain restrictions, including providing for Terex’s commitment that it will not directly or indirectly sell or otherwise transfer its economic interest in the shares of Bucyrus stock received by it for a period of one year, subject to certain exceptions. As a result, in order to partially mitigate the risks associated with the shares of Bucyrus stock, the Company entered into derivative contracts using a basket of stocks whose prices have historically been highly correlated with the Bucyrus stock price.  During the nine months endedSeptember 30, 2010, the Company paid premiums of approximately $21 million to enter into derivative trades to mitigate the risk of approximately 95% of the notional value of the Bucyrus stock based on historic prices.  The one year lock-up contained in the stockholders agreement expired on February 19, 2011.  All of the derivative contracts purchased by the Company expired unexercised during the nine months endedSeptember 30, 2011.

The Company entered into contingent participating forward foreign currency contracts to purchase up to €450.0 million in May 2011 in connection with the acquisition of Demag Cranes AG to hedge against its exposure to changes in the exchange rate for the Euro, as the acquisition purchase price was paid in Euros. Such contracts were not designated as hedging instruments. The contingent participating forward foreign currency contracts were settled during the three months ended September 30, 2011 resulting in a loss of $16.1 million recorded in Other income (expense) - net in the Condensed Consolidated Statement of Income.

The Company’s MHPS segment uses forward foreign exchange contracts to mitigate its exposure to changes in foreign currency exchange rates on third party and intercompany forecasted transactions. These contracts have not been designated as hedging instruments. The foreign exchange contracts are accounted for as financial assets or financial liabilities and measured at fair value at the balance sheet date. Changes in the fair value of derivative financial instruments are recognized as gains or losses in Cost of goods sold in the Condensed Consolidated Statement of Income.

The following table provides the location and fair value amounts of derivative instruments designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011			December 31, 2010
Foreign exchange contracts	Other current assets	$	7.9		$	2.9
Interest rate contract	Other assets	46.1			39.3
Total asset derivatives		$	54.0		$	42.2
Liability Derivatives
Foreign exchange contracts	Other current liabilities	$	12.1		$	6.0
Interest rate contract	Long-term debt, less current portion	46.1			38.1
Total liability derivatives		$	58.2		$	44.1
Total Derivatives		$	(4.2	)	$	(1.9	)

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The following table provides the location and fair value amounts of derivative instruments not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011		December 31, 2010
Option derivative contracts	Other current assets	$	—	$	0.3
Foreign exchange contracts	Other current assets	$	0.4	$	—

The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Income and Accumulated other comprehensive income (“OCI”) (in millions):

Gain Recognized on Derivatives in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Fair Value Derivatives	Location	2011			2010			2011			2010
Interest rate contract	Interest expense	$	4.8		$	4.7		$	14.6		$	14.4
(Loss) Gain Recognized on Derivatives in OCI:		Three Months Ended September 30,						Nine Months Ended September 30,
Cash Flow Derivatives		2011			2010			2011			2010
Foreign exchange    contracts		$	(6.1	)	$	0.7		$	(1.4	)	$	4.0
(Loss) Gain Reclassified from OCI    into Income (Effective):		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Cost of goods sold		$	(1.6	)	$	0.9		$	(5.0	)	$	(0.8	)
Other income (expense) - net		(0.3		)	(0.9		)	0.7			(3.2		)
Total		$	(1.9	)	$	—		$	(4.3	)	$	(4.0	)
Gain (Loss) Recognized on Derivatives    (Ineffective) in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Other income (expense) - net		$	(0.2	)	$	1.2		$	0.3		$	(1.8	)

The following table provides the effect of derivative instruments that are not designated as hedges in the Condensed Consolidated Statement of Income and OCI (in millions):

(Loss) Gain Recognized on Derivatives not    designated as hedges in Income:	Three Months Ended September 30,						Nine Months Ended September 30,
Account	2011			2010			2011			2010
Cost of good sold	$	(0.3	)	$	—		$	(0.3	)	$	—
Other (expense) income - net	(15.5		)	(20.8		)	(16.4		)	(16.3		)
Total	$	(15.8	)	$	(20.8	)	$	(16.7	)	$	(16.3	)

Counterparties to the Company’s interest rate swap agreement and currency exchange forward contracts are major financial institutions with credit ratings of investment grade or better and no collateral is required.  There are no significant risk concentrations.  Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.

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Unrealized net gains (losses), net of tax, included in OCI are as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Balance at beginning of period	$	2.6		$	(0.6	)	$	(2.1	)	$	(3.6	)
Additional gains (losses) - net	(6.3		)	—			(0.6		)	0.7
Amounts reclassified to earnings	0.3			0.9			(0.7		)	3.2
Balance at end of period	$	(3.4	)	$	0.3		$	(3.4	)	$	0.3

The estimated amount of existing losses for derivative contracts recorded in OCI as of September 30, 2011 that are expected to be reclassified into earnings in the next twelve months is $3.4 million.

NOTE K – FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis under the provisions of ASC 820 include interest rate swap and foreign currency forward contracts discussed in Note J - “Derivative Financial Instruments.”  These contracts are valued using a market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.  ASC 820 establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs).  The hierarchy consists of three levels:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Determining which category an asset or liability falls within this hierarchy requires judgment.  The Company evaluates its hierarchy disclosures each quarter.  As discussed in Note J - “Derivative Financial Instruments,” the Company has two types of derivative instruments that it records at fair value on a recurring basis: the interest rate swap and foreign exchange contracts.  The interest rate swap is categorized under Level 2 of the hierarchy above and is recorded at September 30, 2011 and December 31, 2010 as an asset of $46.1 million and $39.3 million, respectively.  The foreign exchange contracts designated as hedging instruments are categorized under Level 1 of the hierarchy above and are recorded at September 30, 2011 and December 31, 2010 as a liability of $4.2 million and $3.3 million, respectively.  The fair values of these foreign exchange forward contracts are based on quoted forward foreign exchange prices at the reporting date. The fair value of the interest rate swap agreement is based on LIBOR yield curves at the reporting date.  The fair values of these contracts are based on the contract rate specified at the anticipated contracts' settlement date and quoted forward foreign exchange prices at the reporting date.

NOTE L – RESTRUCTURING AND OTHER CHARGES

The Company continually evaluates its cost structure to be appropriately positioned to respond to changing market conditions.  Given economic trends from 2008 into 2011, the Company initiated certain restructuring programs to better utilize its workforce and optimize facility utilization to match the demand for its products.

To optimize facility utilization, the Company established a restructuring program to move its crushing and screening manufacturing business from Cedar Rapids, Iowa within the MP segment to other facilities, primarily in North America. Engineering, sales and service functions for materials processing equipment currently made at the plant will be retained at the facility for the near future.  The program is expected to cost $5.7 million, which has all been incurred to date, result in reductions of approximately 186 team members and be completed during 2011.  Costs of $2.3 million and $0.1 million were charged to Cost of goods sold (“COGS”) and selling, general and administrative costs ("SG&A"), respectively, in the nine months ended September 30, 2011 for this program.

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The Company established a restructuring program within the MP segment to realize cost synergies and support its joint brand strategy by consolidating certain of its crushing equipment manufacturing businesses.  This program will result in the relocation of its Pegson operations in Coalville, United Kingdom to Omagh, Northern Ireland. The global design center for crushing equipment and certain component manufacturing will be retained at Coalville for the near future.  The program is expected to cost $6.4 million, which has all been incurred to date, result in reductions of approximately 215 team members and be completed during 2011.  

During the second quarter of 2010, the Company executed a restructuring program to better utilize facility space in its Port Equipment Business, which is included in the Cranes segment.  The program cost $11.4 million and resulted in reductions of approximately 149 team members. This program was completed in 2010, except for certain benefits mandated by governmental agencies.  

During the second quarter of 2011, the Company established restructuring programs within the Cranes segment to optimize facility utilization and consolidate certain manufacturing operations. These programs are expected to cost $16.6 million and result in the reduction of approximately 232 team members. This program is expected to be completed in 2011, except for certain benefits mandated by governmental agencies.  Program costs of $11.2 million and $4.2 million were charged to COGS and SG&A, respectively, during the nine months endedSeptember 30, 2011.

During the third quarter of 2011, the Company reorganized certain areas within the Construction segment to enhance operational efficiency. The expected cost of these activities is $1.2 million and resulted in the reduction of approximately 5 team members. Costs related to this program of $0.6 million and $0.6 million were charged to COGS and SG&A, respectively, during the three and nine months ended September 30, 2011.

During the third quarter of 2011, certain areas of the MHPS segment were reorganized to better utilize the Company's workforce. The expected cost related to these activities is $4.0 million and will result in the reduction of approximately 10 team members. This program is expected to be completed within a year. Costs related to this program of $4.0 million were charged to SG&A from the date of acquisition through September 30, 2011.

The following table provides information for all restructuring activities by segment of the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Amount incurred during the nine months ended September 30, 2011		Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred
AWP	$	—	$	23.6
Construction	1.2		38.7
Cranes	16.3		33.0
MP	2.5		13.6
MHPS	4.0		4.0
Corporate and Other	0.1		6.2
Total	$	24.1	$	119.1

The following table provides information by type of restructuring activity with respect to the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Employee Termination Costs		Facility Exit Costs		Asset Disposal and Other Costs		Total
Amount incurred in the nine months ended September 30, 2011	$	21.5	$	—	$	2.6	$	24.1
Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred	$	94.4	$	10.5	$	14.2	$	119.1

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The following table provides a roll forward of the restructuring reserve by type of restructuring activity for the nine months ended September 30, 2011 (in millions):

	Employee Termination Costs			Facility Exit Costs		Asset Disposal and Other Costs			Total
Restructuring reserve at December 31, 2010	$	9.8		$	1.6	$	1.1		$	12.5
Restructuring charges	21.2			—		0.1			21.3
Cash expenditures	(4.8		)	—		(1.6		)	(6.4		)
Restructuring reserve at September 30, 2011	$	26.2		$	1.6	$	(0.4	)	$	27.4

During the nine months ended September 30, 2011 and 2010, $15.2 million and $14.0 million of restructuring charges were included in COGS. In addition, during the nine months ended September 30, 2011 and 2010, $8.9 million and $7.2 million of restructuring charges were included in SG&A costs. Included in the restructuring costs for the nine months ended September 30, 2011 and September 30, 2010 are $2.2 million and $8.0 million, respectively, of asset impairments.

NOTE M – LONG-TERM OBLIGATIONS

2011 Credit Agreement

The Company entered into an amended and restated credit agreement (the “2011 Credit Agreement”) on August 5, 2011, with the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. The 2011 Credit Agreement replaced the Company's credit agreement dated as of July 14, 2006 (“2006 Credit Agreement”), as amended. The 2006 Credit Agreement was terminated as of August 11, 2011.

The 2011 Credit Agreement provided the Company with a $460.1 million term loan and a €200.0 million term loan. The proceeds of the term loans were used, along with other cash, to pay for the shares of Demag Cranes AG and related fees and expenses. The term loans are scheduled to mature on April 28, 2017, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time.

In addition, the 2011 Credit Agreement provides the Company with a revolving line of credit of up to $500 million. The revolving line of credit consists of $250 million of available domestic revolving loans and $250 million of available multicurrency revolving loans. The revolving lines of credit are scheduled to mature on April 29, 2016, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time.

The 2011 Credit Agreement has incremental commitments of up to $250 million remaining, which may be extended at the option of the lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, provided that no more than $100 million of the incremental amount may be used for incremental term loan commitments.

The 2011 Credit Agreement requires the Company to comply with a number of covenants. These covenants require the Company to meet certain financial tests.

•The minimum required levels of the interest coverage ratio, as defined in the 2011 Credit Agreement, are set forth below:

Period	Ratio
August 11, 2011 through and including September 30, 2011	1.40	to	1.00
October 1, 2011 through and including December 31, 2011	1.60	to	1.00
January 1, 2012 through and including March 31, 2012	2.00	to	1.00
Thereafter	2.50	to	1.00

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•The maximum permitted levels of the senior secured leverage ratio, as defined in the 2011 Credit Agreement, are set forth below:

Period	Ratio
August 11, 2011 through and including September 30, 2011	4.00	to	1.00
October 1, 2011 through and including December 31, 2011	3.50	to	1.00
January 1, 2012 through and including March 31, 2012	3.00	to	1.00
April 1, 2012 through and including June 30, 2012	2.50	to	1.00
Thereafter	2.25	to	1.00

The covenants also limit, in certain circumstances, the Company's ability to take a variety of actions, including: incur indebtedness; create or maintain liens on its property or assets; make investments, loans and advances; engage in acquisitions, mergers, consolidations and asset sales; and pay dividends and distributions. The 2011 Credit Agreement also contains customary events of default. The Company's future compliance with its financial covenants under the 2011 Credit Agreement will depend on its ability to generate earnings and manage its assets effectively. The 2011 Credit Agreement also has various non-financial covenants, both requiring the Company to refrain from taking certain future actions (as described above) and requiring the Company to take certain actions, such as keeping in good standing its corporate existence, maintaining insurance, and providing its bank lending group with financial information on a timely basis.

As of September 30 2011, the Company had $720.7 million in U.S. dollar and Euro denominated term loans outstanding under the 2011 Credit Agreement. The Company had no term loans outstanding as of December 31, 2010. The Company had no revolving credit amounts outstanding as of September 30, 2011 or December 31, 2010.

The 2011 Credit Agreement incorporates facilities for issuance of letters of credit up to $250 million.  Letters of credit issued under the 2011 Credit Agreement letter of credit facility decrease availability under the $500 million revolving line of credit.  As of September 30, 2011, the Company had letters of credit issued under the 2011 Credit Agreement that totaled $52.1 million.  The 2011 Credit Agreement also permits the Company to have additional letter of credit facilities up to $100 million, and letters of credit issued under such additional facilities do not decrease availability under the revolving line of credit.  As of September 30, 2011, the Company had letters of credit issued under the additional letter of credit facilities of the 2011 Credit Agreement that totaled $2.4 million.  As of December 31, 2010, the Company had letters of credit issued under the 2006 Credit Agreement that totaled $46.6 million. As of December 31, 2010, the Company had letters of credit issued under the additional letter of credit facilities of the 2006 Credit Agreement that totaled $9.2 million.

The Company also has bilateral arrangements to issue letters of credit with various other financial institutions.  These additional letters of credit do not reduce the Company's availability under the 2011 Credit Agreement.  The Company had letters of credit issued under these additional arrangements of $108.7 million and $132.9 million as of September 30, 2011 and December 31, 2010, respectively.

The Company currently is subject to certain restrictions under the 2011 Credit Agreement with respect to its uses of cash, including (i) limitations in making acquisitions, (ii) repurchasing shares of its Common Stock, (iii) paying dividends, (iv) redeeming debt except with the proceeds of equity offerings and other than regularly scheduled payments of debt including debt under the 2011 Credit Agreement and, (v) incurring additional debt.

The Company and certain of its subsidiaries agreed to take certain actions to secure borrowings under the 2011 Credit Agreement.  As a result, the Company and certain of its subsidiaries entered into a Guarantee and Collateral Agreement with Credit Suisse, as collateral agent for the lenders, granting security to the lenders for amounts borrowed under the 2011 Credit Agreement.  The Company is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries, and (b) provide a first priority security interest in, and mortgages on, substantially all of the Company’s domestic assets.

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Demag Cranes AG Credit Agreement

Demag Cranes AG has a bank credit agreement (“the Demag Cranes AG Credit Agreement”) which matures on November 18, 2015 to provide liquidity for Demag Cranes AG's operations. The Demag Cranes AG Credit Agreement provides multicurrency revolving lines of credit of €200.0 million, which can be used for loans or letters of credit to a sub-limit of €40.0 million. Demag Cranes AG and its material subsidiaries are jointly and severally liable under this facility. Demag Cranes AG is required to comply with two financial covenants: (i) maintain consolidated net debt to consolidated operating earnings before interest, income taxes, depreciation and amortization (“EBITDA”) as defined in the agreement, less than 2.75 times and (ii) maintain consolidated operating EBITDA to consolidated net interest payable greater than 4.0 times. In addition to customary covenants and a restriction on payment of dividends, the Demag Cranes AG Credit Agreement contains certain restrictions on transactions with the Company and its subsidiaries. In particular, Demag Cranes AG is to refrain from giving guarantees, indemnities or collateral in favor of the Company and its subsidiaries, granting loans to and entering into cash-pooling arrangements with the Company and its subsidiaries, and from taking shareholdings in or entering into reorganization transactions involving the Company and its subsidiaries. Also restricted are purchases and sales of any assets from or to the Company and its subsidiaries except at arm's length in the ordinary course of business. No joint ventures may be entered into with the Company and its subsidiaries. Other contracts and transaction in general with the Company and its subsidiaries are only permitted at arm's length in the ordinary course of business. Completion of a domination and profit and loss transfer agreement is an event of termination under the Demag Cranes AG credit agreement. As of September 30, 2011, there was $167.3 million outstanding in loans under this facility at an interest rate of 3.29%. Letters of credit issued under this facility at September 30, 2011 were $29.2 million. Undrawn availability under the Demag Cranes credit agreement was $71.2 million at September 30, 2011.

The Demag Cranes AG Credit Agreement also has a €150.0 million multicurrency letter of guarantee facility that does not reduce availability under the revolving lines of credit. The amounts drawn on these lines as of September 30, 2011 were $36.1 million. Demag Cranes AG and its subsidiaries have bilateral arrangements to issue letters of guarantee with various other financial institutions. These additional letters of credit do not reduce Demag Cranes AG's availability under the Demag Cranes AG Credit Agreement.  Demag Cranes AG had letters of credit issued under these additional arrangements of $44.4 million as of September 30, 2011.

In total, as of September 30, 2011 and December 31, 2010, the Company had letters of credit outstanding of $272.9 million and $188.8 million, respectively.

10-7/8% Senior Notes

On June 3, 2009, the Company sold and issued $300 million aggregate principal amount of Senior Notes Due 2016 (“10-7/8% Notes”) at 97.633%.  The Company used a portion of the approximately $293 million proceeds from the offering of the 10-7/8% Notes, together with a portion of the proceeds from the 4% Convertible Notes discussed below, to prepay a portion of its term loans under the 2006 Credit Agreement and to pay off the outstanding balance under the revolving credit component of the 2006 Credit Agreement.  The 10-7/8% Notes are redeemable by the Company beginning in June 2013 at an initial redemption price of 105.438% of principal amount. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 10-7/8% Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - “Consolidating Financial Statements”).

The Company's consolidated cash flow coverage ratio as defined in the indentures for its 10-7/8% Notes and 8% Senior Subordinated Notes Due 2017 (“8% Notes”) is currently less than 2.0 to 1.0. As a result, the Company is subject to significant restrictions under its indentures on the amount of indebtedness that it can incur.

4% Convertible Senior Subordinated Notes

On June 3, 2009, the Company sold and issued $172.5 million aggregate principal amount of 4% Convertible Notes.  In certain circumstances and during certain periods, the 4% Convertible Notes will be convertible at an initial conversion rate of 61.5385 shares of Common Stock per $1,000 principal amount of convertible notes, equivalent to an initial conversion price of approximately $16.25 per share of Common Stock, subject to adjustment in some events.  Upon conversion, Terex will deliver cash up to the aggregate principal amount of the 4% Convertible Notes to be converted and shares of Common Stock with respect to the remainder, if any, of Terex’s convertible obligation in excess of the aggregate principal amount of the 4% Convertible Notes being converted. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 4% Convertible Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - "Consolidating Financial Statements").  

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The Company, as issuer of the 4% Convertible Notes, must separately account for the liability and equity components of the 4% Convertible Notes in a manner that reflects the Company’s nonconvertible debt borrowing rate at the date of issuance when interest cost is recognized in subsequent periods.  The Company allocated $54.3 million of the $172.5 million principal amount of the 4% Convertible Notes to the equity component, which represents a discount to the debt and will be amortized into interest expense using the effective interest method through June 2015.  The Company recorded a related deferred tax liability of $19.4 million on the equity component.  The balance of the 4% Convertible Notes was $135.2 million at September 30, 2011.  The Company recognized interest expense of $11.1 million on the 4% Convertible Notes for the nine months ended September 30, 2011.  The interest expense recognized for the 4% Convertible Notes will increase as the discount is amortized using the effective interest method, which accretes the debt balance over its term to $172.5 million at maturity.  Interest expense on the 4% Convertible Notes throughout its term includes 4% annually of cash interest on the maturity balance of $172.5 million plus non-cash interest expense accreted to the debt balance as described.

8% Senior Subordinated Notes

On November 13, 2007, the Company sold and issued $800 million aggregate principal amount of 8% Notes. The 8% Notes are redeemable by the Company beginning in November 2012 at an initial redemption price of 104.000% of principal amount. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 8% Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - “Consolidating Financial Statements”).

7-3/8% Senior Subordinated Notes

On November 25, 2003, the Company sold and issued $300 million aggregate principal amount of 7-3/8% Notes discounted to yield 7-1/2%.  The 7-3/8% Notes were jointly and severally guaranteed by certain domestic subsidiaries of the Company (see Note Q - “Consolidating Financial Statements”).  The 7-3/8% Notes were redeemable by the Company beginning in January 2009 at an initial redemption price of 103.688% of principal amount. On January 18, 2011, the Company exercised its early redemption option and repaid the outstanding $297.6 million principal amount of its 7-3/8% Notes. The total cash paid to redeem the 7-3/8% Notes was $312.3 million which included a call premium of 1.229% as set forth in the indenture for the 7-3/8% Notes, totaling $3.6 million plus accrued and unpaid interest of $36.875 per $1,000 principal amount at the redemption date.

The $7.7 million in the Condensed Consolidated Statement of Income for the nine months endedSeptember 30, 2011 includes (a) cash payments of $3.6 million for call premiums associated with the repayment of $297.6 million of outstanding debt and (b) $4.1 million of non-cash charges for accelerated amortization of debt acquisition costs related to the redemption of the 7-3/8% notes and termination of the 2006 Credit Agreement, original issue discount and loss on a terminated swap associated with the outstanding debt, which all flow into the calculation of Net income. In preparing the Condensed Consolidated Statement of Cash Flows, the non-cash item (b) was added to Net income to reflect cash flow appropriately.

Based on indicative price quotations from financial institutions multiplied by the amount recorded on the Company’s Condensed Consolidated Balance Sheet  (“Book Value”), the Company estimates the fair values (“FV”) of its debt set forth below as of September 30, 2011, as follows (in millions, except for quotes):

	Book Value		Quote		FV
8% Notes	$	800.0	$	0.93000	$	744
4% Convertible Notes (net of discount)	$	135.2	$	0.98000	$	132
10-7/8% Notes	$	295.2	$	1.08000	$	319
2011 Credit Agreement Term Loan (net of discount) - USD	$	455.6	$	0.98250	$	448
2011 Credit Agreement Term Loan (net of discount) - EUR	$	265.1	$	0.96500	$	256

The Company believes that the carrying value of its other borrowings approximates fair market value based on discounted future cash flows using rates currently available for debt of similar terms and remaining maturities.

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NOTE N – RETIREMENT PLANS AND OTHER BENEFITS

Pension Plans

U.S. Plans - As of September 30, 2011, the Company maintained one qualified defined benefit pension plan covering certain domestic employees (the “Terex Plan”).  Participation in the plan for all employees has been frozen.  Participants are credited with post-freeze service for purposes of determining vesting and retirement eligibility only.  The benefits covering salaried employees are based primarily on years of service and employees’ qualifying compensation during the final years of employment.  The benefits covering bargaining unit employees are based primarily on years of service and a flat dollar amount per year of service.  It is the Company’s policy generally to fund the Terex Plan based on the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).  Plan assets consist primarily of common stocks, bonds and short-term cash equivalent funds.

The Company maintains a nonqualified Supplemental Executive Retirement Plan (“SERP”). The SERP provides retirement benefits to certain senior executives of the Company. Generally, the SERP provides a benefit based on average total compensation earned over a participant’s final five years of employment and years of service reduced by benefits earned under any Company retirement program, excluding salary deferrals and matching contributions. In addition, benefits are reduced by Social Security Primary Insurance Amounts attributable to Company contributions.  The SERP is unfunded and participation in the SERP has been frozen.

Other Postemployment Benefits

The Company has several non-pension post-retirement benefit programs.  The Company provides postemployment health and life insurance benefits to certain former salaried and hourly employees.  The health care programs are contributory, with participants’ contributions adjusted annually, and the life insurance plan is noncontributory.

Information regarding the Company's U.S. plans, including the SERP, was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	0.5		$	0.5		$	1.6		$	1.5
Interest cost	2.1			2.1			6.1			6.4
Expected return on plan assets	(2.1		)	(1.8		)	(6.2		)	(5.4		)
Amortization of prior service cost	—			—			0.1			0.1
Amortization of actuarial loss	0.8			0.9			2.5			2.6
Net periodic cost	$	1.3		$	1.7		$	4.1		$	5.2

	Other Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Components of net periodic cost:
Interest cost	$	0.1	$	0.2	$	0.3	$	0.5
Amortization of prior service cost	—		—		—		0.1
Amortization of actuarial loss	—		—		—		0.1
Net periodic cost	$	0.1	$	0.2	$	0.3	$	0.7

The Company plans to contribute approximately $16 million to its U.S. defined benefit pension and post-retirement plans for the year ending December 31, 2011.  During the nine months ended September 30, 2011, the Company contributed $14.2 million to its U.S. defined benefit pension plans and post-retirement plans, which included a payment of approximately $10 million to eliminate the impact of potential plan restrictions.

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Non-U.S. Plans – The Company maintains defined benefit plans in Germany, France, Switzerland, China, India and the United Kingdom for some of its subsidiaries. During the third quarter of 2010, the United Kingdom plan was frozen and a curtailment gain was recognized as part of other comprehensive income. The United Kingdom plan is a funded plan and the Company funds this plan in accordance with funding regulations in the United Kingdom and a negotiated agreement between the Company and the plan's trustees. The plans in Germany, China, India and France are unfunded plans. For the Company's operations in Italy there are mandatory termination indemnity plans providing a benefit that is payable upon termination of employment in substantially all cases of termination. The Company records this obligation based on the mandated requirements. The measure of the current obligation is not dependent on the employees' future service and therefore is measured at current value.

On August 16, 2011, the Company acquired Demag Cranes AG which has defined benefit plans in Germany. The plans in Germany are unfunded plans. The impact of these plans was included from the date of acquisition and resulted in an additional liability of approximately $185 million in Retirement plans and other. See Note H - “Acquisitions.”

Information regarding the Company's non-U.S. plans was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	1.3		$	0.8		$	3.2		$	2.8
Interest cost	2.6			2.2			7.1			6.6
Expected return on plan assets	(1.1		)	(1.2		)	(3.9		)	(3.6		)
Amortization of actuarial loss	0.1			0.3			0.3			1.0
Net periodic cost	$	2.9		$	2.1		$	6.7		$	6.8

The Company plans to contribute approximately $9 million to its non-U.S. defined benefit pension plans for the year ending December 31, 2011.  During the nine months ended September 30, 2011, the Company contributed $7.4 million to its non-U.S. defined benefit pension plans.

NOTE O – LITIGATION AND CONTINGENCIES

General

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial and intellectual property litigation, which have arisen in the normal course of operations. The Company is insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risk required by law or contract, with retained liability or deductibles. The Company has recorded and maintains an estimated liability in the amount of management’s estimate of the Company’s aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and that the likelihood of a material loss beyond the amounts accrued is remote except for those cases disclosed below where the Company includes a range of the possible loss. The Company believes that the outcome of such matters will not have a material adverse effect on its consolidated financial position. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations.

ERISA, Securities and Stockholder Derivative Lawsuits

The Company has received complaints seeking certification of class action lawsuits in an ERISA lawsuit, a securities lawsuit and a stockholder derivative lawsuit as follows:

• A consolidated complaint in the ERISA lawsuit was filed in the United States District Court, District of Connecticut on September 20, 2010 and is entitled In Re Terex Corp. ERISA Litigation.

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• A consolidated class action complaint for violations of securities laws in the securities lawsuit was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.

• A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.

These lawsuits generally cover the period from February 2008 to February 2009 and allege, among other things, that certain of the Company's SEC filings and other public statements contained false and misleading statements which resulted in damages to it, the plaintiffs and the members of the purported class when they purchased the Company's securities and in the ERISA lawsuit and the stockholder derivative complaint, that there were breaches of fiduciary duties and of ERISA disclosure requirements.  The stockholder derivative complaint also alleges waste of corporate assets relating to the repurchase of the Company's shares in the market and unjust enrichment as a result of securities sales by certain officers and directors. The complaints all seek, among other things, unspecified compensatory damages, costs and expenses. As a result, it is not possible for the Company to estimate a loss or range of losses for these lawsuits. The stockholder derivative complaint also seeks amendments to the Company's corporate governance procedures in addition to unspecified compensatory damages from the individual defendants in its favor.

The Company believes that the allegations in the suits are without merit, and Terex, its directors and the named executives will continue to vigorously defend against them.  The Company believes that it has acted, and continues to act, in compliance with federal securities laws and ERISA law with respect to these matters.  Accordingly, on November 19, 2010 the Company filed a motion to dismiss the ERISA lawsuit and on January 18, 2011 the Company filed a motion to dismiss the securities lawsuit.  These motions are currently in the briefing stage and pending before the court.  The plaintiff in the shareholder derivative lawsuit has agreed with the Company to put this lawsuit on hold pending the outcome of the motion to dismiss in connection with the securities lawsuit.

Powerscreen Patent Infringement Lawsuit

On December 6, 2010, the Company received an adverse jury verdict in the amount of approximately $16 million in a patent infringement lawsuit brought against Powerscreen International Distribution Limited (“Powerscreen”) and Terex by Metso Minerals Inc. (“Metso”) in the United States District Court for the Eastern District of New York. Metso has made a motion to also receive attorneys' fees and pre- and post-judgment interest and to receive treble damages on all such amounts. The lawsuit involved the claim by Metso that the folding side conveyor of Powerscreen screening plants violates a patent held by Metso in the United States.  The Company does not agree that the accused Powerscreen mobile screening plants or their folding conveyor infringe the subject patent held by Metso. These types of patent cases are very complex and the Company strongly believes that the verdict is contrary to both the law and the facts. As of the date of this filing, post-trial motions are pending and final judgment has not been entered. Upon entry of a final judgment, the Company intends to appeal the verdict and believes that it will ultimately prevail on appeal. This verdict only relates to certain models of Powerscreen mobile screening plants with the alleged infringing folding side conveyor design sold in the United States. An injunction has also been issued preventing the Company from marketing or selling the alleged infringing folding side conveyor in the United States. As a result, the Company is now selling the affected models of Powerscreen mobile screening plants with a new design. The Company does not expect this verdict will have a material impact on its consolidated business or overall operating results. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities, which could have a material adverse effect on its results of operations.

Post-Closing Dispute with Bucyrus

See Note D - "Discontinued Operations" for further information on the Company's dispute with Bucyrus regarding the calculation of the value of the net assets of the Mining business.

Other

The Company is involved in various other legal proceedings, including workers’ compensation liability and intellectual property litigation, which have arisen in the normal course of its operations.  The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

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The Company’s outstanding letters of credit totaled $272.9 million at September 30, 2011.  The letters of credit generally serve as collateral for certain liabilities included in the Consolidated Balance Sheet.  Certain of the letters of credit serve as collateral guaranteeing the Company’s performance under contracts.

The Company has a letter of credit outstanding covering losses related to two former subsidiaries’ workers’ compensation obligations.  The Company has recorded liabilities for these contingent obligations in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

Credit Guarantees

Customers of the Company from time to time may fund the acquisition of the Company’s equipment through third-party finance companies.  In certain instances, the Company may provide a credit guarantee to the finance company, by which the Company agrees to make payments to the finance company should the customer default.  The maximum liability of the Company generally is limited to the finance company’s net exposure to the customer at the time of default.  In the event of customer default, the Company is generally able to recover and dispose of the equipment at a minimum loss, if any, to the Company.

As of September 30, 2011 and December 31, 2010, the Company’s maximum exposure to such credit guarantees was $143.9 million and $211.1 million, respectively, including total guarantees issued by Terex Demag GmbH, part of the Cranes segment, of $65.9 million and $113.5 million, respectively; Sichuan Changjiang Engineering Crane Co., Ltd, part of the Cranes segment, of $41.2 million and $53.2 million, respectively; and Genie Holdings, Inc. and its affiliates (“Genie”), part of the AWP segment, of $25.8 million and $31.1 million, respectively. The terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Given the Company’s position as the original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company.

There can be no assurance that historical credit default experience will be indicative of future results.  The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in effect at the time of loss.

Residual Value and Buyback Guarantees

The Company issues residual value guarantees under sales-type leases.  A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date.  The maximum exposure for residual value guarantees issued by the Company totaled $12.5 million and $13.4 million as of September 30, 2011 and December 31, 2010, respectively.  The Company is generally able to mitigate some of the risk associated with these guarantees because the maturity of the guarantees is staggered, limiting the amount of used equipment entering the marketplace at any one time.

The Company from time to time guarantees that it will buy equipment from its customers in the future at a stated price if certain conditions are met by the customer.  Such guarantees are referred to as buyback guarantees.  These conditions generally pertain to the functionality and state of repair of the machine.  As of September 30, 2011 and December 31, 2010, the Company’s maximum exposure pursuant to buyback guarantees was $120.6 million and $102.1 million, respectively, including total guarantees issued by Genie of $57.4 million and $97.4 million, respectively. Included in the September 30, 2011 amount are guarantees issued by entities in the MHPS segment of $59.1 million. The Company is generally able to mitigate some of the risk of these guarantees by staggering the timing of the buybacks and through leveraging its access to the used equipment markets provided by the Company’s original equipment manufacturer status.

The Company has recorded an aggregate liability within Other current liabilities and Retirement plans and other in the Condensed Consolidated Balance Sheet of approximately $13 million and $19 million as of September 30, 2011 and December 31, 2010, respectively, for the estimated fair value of all guarantees provided.

There can be no assurance that the Company's historical experience in used equipment markets will be indicative of future results.  The Company's ability to recover losses experienced from its guarantees may be affected by economic conditions in the used equipment markets at the time of loss.

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NOTE P – STOCKHOLDERS’ EQUITY

Total non-stockholder changes in equity (comprehensive income) include all changes in equity during a period except those resulting from investments by, and distributions to, stockholders.  The specific components include: net income, deferred gains and losses resulting from foreign currency translation, pension liability adjustments, equity security adjustments and deferred gains and losses resulting from derivative hedging transactions.  Total non-stockholder changes in equity were as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net income	$	33.1		$	(94.7	)	$	42.8		$	408.0
Other comprehensive income (loss):
Pension liability adjustment	1.1			(0.5		)	1.8			18.2
Translation adjustment	(170.1		)	188.9			(47.9		)	(42.6		)
Equity security adjustment	(52.8		)	82.2			(101.0		)	25.3
Derivative hedging adjustment	(6.1		)	0.9			(1.3		)	3.9
Comprehensive income (loss)	(194.8		)	176.8			(105.6		)	412.8
Comprehensive loss (income) attributable to     noncontrolling interest	2.1			(1.1		)	3.6			(4.2		)
Comprehensive income (loss) attributable to     Terex Corporation	$	(192.7	)	$	175.7		$	(102.0	)	$	408.6

The following table provides a reconciliation of noncontrolling interest from the beginning of the current year through September 30, 2011 (in millions).

Balance at December 31, 2010	$	28.2
Net income	(5.3		)
Translation adjustment	1.7
Acquisition	253.6
Divestiture	(0.3		)
Purchase of noncontrolling interest	(0.8		)
Balance at September 30, 2011	$	277.1

During the nine months ended September 30, 2011, the Company granted 1.0 million shares of restricted stock to its employees with a weighted average grant date fair value of $36.88 per share.  Approximately 51% of these restricted stock awards vest ratably over a three-year period and approximately 46% cliff vest at the end of a three-year period.  Approximately 14% of the shares granted are based on performance targets containing a market condition.  The Company used the Monte Carlo method to determine grant date fair values of $41.96 per share for the awards with a market condition.  The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award.  The following table presents the weighted-average assumptions used in the valuation:

Dividend yields	—	%
Expected volatility	80.29	%
Risk free interest rate	1.04	%
Expected life (in years)	2.78

During the nine months ended September 30, 2011, the Company issued 40 thousand shares of its outstanding Common Stock which were contributed into a deferred compensation plan under a Rabbi Trust.

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NOTE Q – CONSOLIDATING FINANCIAL STATEMENTS

On January 18, 2011, the Company repaid the outstanding $297.6 million principal amount outstanding of its 7-3/8% Notes (see Note M - “Long-Term Obligations”).  As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 4% Convertible Notes, 8% Notes and 10-7/8% Notes were jointly and severally guaranteed by the following wholly-owned subsidiaries of the Company (the “Wholly-owned Guarantors”): A.S.V., Inc., CMI Terex Corporation, Duvalpilot Equipment Outfitters, LLC, Fantuzzi Noell USA, Inc., Genie Financial Services, Inc., Genie Holdings, Inc., Genie Industries, Inc., Genie International, Inc., GFS National, Inc., Hydra Platforms Mfg. Inc., Loegering Mfg. Inc., Powerscreen Holdings USA Inc., Powerscreen International LLC, Powerscreen North America Inc., Powerscreen USA, LLC, Schaeff Incorporated, Schaeff of North America, Inc., Spinnaker Insurance Company, Terex Advance Mixer, Inc., Terex Aerials, Inc., Terex Financial Services, Inc., Terex South Dakota, Inc., Terex USA, LLC, Terex Utilities, Inc. and Terex Washington, Inc.  All of the guarantees are full and unconditional.  The guarantees of the Wholly-owned Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. No subsidiaries of the Company except the Wholly-owned Guarantors have provided a guarantee of the 4% Convertible Notes, 8% Notes and 10-7/8% Notes.

The following summarized condensed consolidating financial information for the Company segregates the financial information of Terex Corporation, the Wholly-owned Guarantors and the non-guarantor subsidiaries.  The results and financial position of businesses acquired are included from the dates of their respective acquisitions.

Terex Corporation consists of parent company operations and non-guarantor subsidiaries directly owned by the parent company.  Subsidiaries of the parent company are reported on the equity basis.  Wholly-owned Guarantors combine the operations of the Wholly-owned Guarantor subsidiaries.  Subsidiaries of Wholly-owned Guarantors that are not themselves guarantors are reported on the equity basis.  Non-guarantor subsidiaries combine the operations of subsidiaries which have not provided a guarantee of the obligations of Terex Corporation under the 4% Convertible Notes, 8% Notes and 10-7/8% Notes.  Debt and goodwill allocated to subsidiaries are presented on a “push-down” accounting basis.

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TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	88.4		$	580.3		$	1,330.4		$	(195.5	)	$	1,803.6
Cost of goods sold	(80.3		)	(516.2		)	(1,127.0		)	195.5			(1,528.0		)
Gross profit	8.1			64.1			203.4			—			275.6
Selling, general and administrative expenses	5.8			(58.7		)	(170.1		)	—			(223.0		)
Income (loss) from operations	13.9			5.4			33.3			—			52.6
Interest income	0.1			0.1			3.0			—			3.2
Interest expense	(24.5		)	—			(12.6		)	—			(37.1		)
(Loss) income from subsidiaries	8.5			—			—			(8.5		)	—
Loss on early extinguishment of debt	(1.4		)	—			—			—			(1.4		)
Other income (expense) - net	57.7			2.9			(10.6		)	—			50.0
Income (loss) from continuing operations before income taxes	54.3			8.4			13.1			(8.5		)	67.3
(Provision for) benefit from income taxes	(17.4		)	(2.6		)	(14.2		)	—			(34.2		)
Income (loss) from continuing operations	36.9			5.8			(1.1		)	(8.5		)	33.1
Loss from discontinued operations - net of tax	—			—			—			—			—
(Loss) gain on disposition of discontinued operations - net of tax	—			—			—			—			—
Net income (loss)	36.9			5.8			(1.1		)	(8.5		)	33.1
Net loss attributable to noncontrolling interest	—			—			3.8			—			3.8
Net income (loss) attributable to Terex Corporation	$	36.9		$	5.8		$	2.7		$	(8.5	)	$	36.9

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	263.0		$	1,747.8		$	3,112.5		$	(575.3	)	$	4,548.0
Cost of goods sold	(234.8		)	(1,541.2		)	(2,689.6		)	575.3			(3,890.3		)
Gross profit	28.2			206.6			422.9			—			657.7
Selling, general and administrative expenses	(7.5		)	(174.6		)	(425.5		)	—			(607.6		)
Income (loss) from operations	20.7			32.0			(2.6		)	—			50.1
Interest income	0.2			0.2			7.9			—			8.3
Interest expense	(74.3		)	(0.1		)	(18.8		)	—			(93.2		)
(Loss) income from subsidiaries	(5.1		)	—			—			5.1			—
Loss on early extinguishment of debt	(7.7		)	—			—			—			(7.7		)
Other income (expense) - net	145.0			(4.2		)	(4.3		)	—			136.5
Income (loss) from continuing operations before income taxes	78.8			27.9			(17.8		)	5.1			94.0
(Provision for) benefit from income taxes	(30.4		)	(8.8		)	(17.3		)	—			(56.5		)
Income (loss) from continuing operations	48.4			19.1			(35.1		)	5.1			37.5
Income from discontinued operations - net of tax	—			—			5.8			—			5.8
Loss on disposition of discontinued operations - net of tax	(0.3		)	—			(0.2		)	—			(0.5		)
Net income (loss)	48.1			19.1			(29.5		)	5.1			42.8
Net loss attributable to noncontrolling interest	—			—			5.3			—			5.3
Net income (loss) attributable to Terex Corporation	$	48.1		$	19.1		$	(24.2	)	$	5.1		$	48.1

34

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	64.1		$	431.6		$	729.6		$	(149.5	)	$	1,075.8
Cost of goods sold	(55.7		)	(373.7		)	(632.0		)	149.5			(911.9		)
Gross profit	8.4			57.9			97.6			—			163.9
Selling, general and administrative expenses	(19.0		)	(46.3		)	(95.0		)	—			(160.3		)
Income (loss) from operations	(10.6		)	11.6			2.6			—			3.6
Interest income	0.1			0.1			2.6			—			2.8
Interest expense	(27.1		)	(1.8		)	(7.2		)	—			(36.1		)
(Loss) income from subsidiaries	(52.6		)	—			—			52.6			—
Other income (expense) - net	(17.1		)	(0.6		)	(3.8		)	—			(21.5		)
(Loss) income from continuing operations before income taxes	(107.3		)	9.3			(5.8		)	52.6			(51.2		)
(Provision for) benefit from income taxes	28.1			3.1			(69.8		)	—			(38.6		)
(Loss) income from continuing operations	(79.2		)	12.4			(75.6		)	52.6			(89.8		)
Loss from discontinued operations – net of tax	(0.6		)	(0.4		)	(2.4		)	—			(3.4		)
(Loss) gain on disposition of discontinued operations - net of tax	(16.0		)	26.1			(11.6		)	—			(1.5		)
Net (loss) income	(95.8		)	38.1			(89.6		)	52.6			(94.7		)
Net income attributable to noncontrolling interest	—			—			(1.1		)	—			(1.1		)
Net (loss) income attributable to Terex Corporation	$	(95.8	)	$	38.1		$	(90.7	)	$	52.6		$	(95.8	)

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	154.6		$	1,142.6		$	2,206.4		$	(412.0	)	$	3,091.6
Cost of goods sold	(145.2		)	(1,023.4		)	(1,917.7		)	412.0			(2,674.3		)
Gross profit	9.4			119.2			288.7			—			417.3
Selling, general and administrative expenses	(53.1		)	(139.1		)	(298.4		)	—			(490.6		)
Loss from operations	(43.7		)	(19.9		)	(9.7		)	—			(73.3		)
Interest income	0.8			0.2			4.9			—			5.9
Interest expense	(80.6		)	(5.3		)	(21.5		)	—			(107.4		)
Income (loss) from subsidiaries	371.1			—			—			(371.1		)	—
Other expense - net	(17.1		)	(1.5		)	(7.3		)	—			(25.9		)
(Loss) income from continuing operations before income taxes	230.5			(26.5		)	(33.6		)	(371.1		)	(200.7		)
Benefit from (provision for) income taxes	44.9			11.0			(34.0		)	—			21.9
(Loss) income from continuing operations	275.4			(15.5		)	(67.6		)	(371.1		)	(178.8		)
(Loss) income from discontinued operations – net of tax	(5.0		)	(5.1		)	3.0			—			(7.1		)
Gain on disposition of discontinued operations - net of tax	133.4			77.1			383.4			—			593.9
Net income (loss)	403.8			56.5			318.8			(371.1		)	408.0
Net income attributable to noncontrolling interest	—			—			(4.2		)	—			(4.2		)
Net income (loss) attributable to Terex Corporation	$	403.8		$	56.5		$	314.6		$	(371.1	)	$	403.8

35

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	157.6		$	2.2		$	525.1	$	—		$	684.9
Investments in marketable securities	1.8			—			0.9		—			2.7
Trade receivables - net	33.8			290.8			877.7		—			1,202.3
Intercompany receivables	9.2			126.5			69.0		(204.7		)	—
Inventories	76.4			388.4			1,428.7		—			1,893.5
Other current assets	138.3			48.6			201.5		—			388.4
Total current assets	417.1			856.5			3,102.9		(204.7		)	4,171.8
Property, plant and equipment - net	59.5			109.7			710.1		—			879.3
Goodwill	—			149.7			1,153.0		—			1,302.7
Non-current intercompany receivables	1,254.0			47.9			40.5		(1,342.4		)	—
Investment in and advances to (from) subsidiaries	2,775.1			(773.3		)	4,295.5		(6,237.1		)	60.2
Other assets	84.5			202.9			625.3		—			912.7
Total assets	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	—		$	—		$	74.6	$	—		$	74.6
Trade accounts payable	19.8			174.8			610.0		—			804.6
Intercompany payables	(59.5		)	38.6			225.6		(204.7		)	—
Accruals and other current liabilities	161.1			111.9			871.2		—			1,144.2
Total current liabilities	121.4			325.3			1,781.4		(204.7		)	2,023.4
Long-term debt, less current portion	1,276.5			—			965.5		—			2,242.0
Non-current intercompany payables	1,006.5			(966.7		)	1,302.6		(1,342.4		)	—
Retirement plans and other	194.1			35.9			562.5		—			792.5
Total stockholders’ equity	1,991.7			1,198.9			5,315.3		(6,237.1		)	2,268.8
Total liabilities and stockholders’ equity	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7

36

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2010

(in millions)

	Terex Corporation		Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	164.2	$	2.0		$	728.0	$	—		$	894.2
Investments in marketable securities	520.9		0.5			—		—			521.4
Trade receivables - net	22.9		208.7			550.9		—			782.5
Intercompany receivables	9.5		93.1			44.1		(146.7		)	—
Inventories	66.0		342.7			1,040.0		—			1,448.7
Other current assets	154.7		37.1			130.3		—			322.1
Total current assets	938.2		684.1			2,493.3		(146.7		)	3,968.9
Property, plant and equipment - net	54.6		112.5			406.4		—			573.5
Goodwill	—		154.1			338.8		—			492.9
Non-current intercompany receivables	709.3		48.6			39.1		(797.0		)	—
Investment in and advances to (from) subsidiaries	2,761.7		(504.3		)	2,721.5		(4,950.2		)	28.7
Other assets	69.6		187.3			195.5		—			452.4
Total assets	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	297.2	$	0.2		$	49.4	$	—		$	346.8
Trade accounts payable	24.9		130.3			414.8		—			570.0
Intercompany payables	43.1		26.5			77.1		(146.7		)	—
Accruals and other current liabilities	127.6		87.2			542.6		—			757.4
Total current liabilities	492.8		244.2			1,083.9		(146.7		)	1,674.2
Long-term debt, less current portion	879.6		119.3			340.6		—			1,339.5
Non-current intercompany payables	943.7		(928.6		)	781.9		(797.0		)	—
Retirement plans and other	134.1		52.1			205.1		—			391.3
Total stockholders’ equity	2,083.2		1,195.3			3,783.1		(4,950.2		)	2,111.4
Total liabilities and stockholders’ equity	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4

37

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(193.0	)	$	20.4		$	61.4		$	—	$	(111.2	)
Cash flows from investing activities
Capital expenditures	(9.1		)	(17.9		)	(36.6		)	—		(63.6		)
Acquisition of businesses, net of cash acquired	—			(2.0		)	(1,011.5		)	—		(1,013.5		)
Proceeds from disposition of discontinued operations	—			—			0.5			—		0.5
Investments in derivative securities	(16.1		)	—			—			—		(16.1		)
Proceeds from sale of assets	531.3			0.1			5.6			—		537.0
Other investing activities, net	—			—			(2.2		)	—		(2.2		)
Net cash (used in) provided by investing activities of continuing operations	506.1			(19.8		)	(1,044.2		)	—		(557.9		)
Cash flows from financing activities
Principal repayments of long-term debt	(297.6		)	—			—			—		(297.6		)
Proceeds from issuance of long-term debt	—			—			740.6			—		740.6
Net borrowing (repayments) under revolving line of credit agreement	—			(0.4		)	33.9			—		33.5
Payment of debt issuance costs	(25.8		)	—			—			—		(25.8		)
Other financing activities, net	3.7			—			1.2			—		4.9
Net cash provided by (used in) financing activities of continuing operations	(319.7		)	(0.4		)	775.7			—		455.6
Effect of exchange rate changes on cash and cash equivalents	—			—			4.2			—		4.2
Net (decrease) increase in cash and cash equivalents	(6.6		)	0.2			(202.9		)	—		(209.3		)
Cash and cash equivalents at beginning of period	164.2			2.0			728.0			—		894.2
Cash and cash equivalents at end of period	$	157.6		$	2.2		$	525.1		$	—	$	684.9

38

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(244.4	)	$	10.8		$	(235.2	)	$	—	$	(468.8	)
Cash flows from investing activities
Capital expenditures	(6.7		)	(6.4		)	(23.8		)	—		(36.9		)
Proceeds from disposition of discontinued operations	294.8			—			707.2			—		1,002.0
Investments in derivative securities	(21.1		)	—			—			—		(21.1		)
Proceeds from sale of assets	2.4			1.1			3.8			—		7.3
Other investing activities, net	—			—			(4.7		)	—		(4.7		)
Net cash provided by (used in) investing activities of continuing operations	269.4			(5.3		)	682.5			—		946.6
Cash flows from financing activities
Principal repayments of long-term debt	(1.4		)	(0.3		)	(0.3		)	—		(2.0		)
Net repayments under revolving line of credit agreement	—			(1.0		)	(24.5		)	—		(25.5		)
Payment of debt issuance costs	(5.8		)	(0.6		)	(0.7		)	—		(7.1		)
Purchase of noncontrolling interest	—			—			(12.9		)	—		(12.9		)
Distributions to noncontrolling interest	—			(0.2		)	(3.2		)	—		(3.4		)
Other financing activities, net	1.0			(0.1		)	(0.9		)	—		—
Net cash used in financing activities of continuing operations	(6.2		)	(2.2		)	(42.5		)	—		(50.9		)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations	(19.3		)	(2.2		)	(31.6		)	—		(53.1		)
Net cash provided by investing activities of discontinued operations	—			—			0.1			—		0.1
Net cash used in financing activities of discontinued operations	—			—			—			—		—
Net cash used in discontinued operations	(19.3		)	(2.2		)	(31.5		)	—		(53.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9.2			—		9.2
Net increase (decrease) in cash and cash equivalents	(0.5		)	1.1			382.5			—		383.1
Cash and cash equivalents at beginning of period	579.4			0.5			391.3			—		971.2
Cash and cash equivalents at end of period	$	578.9		$	1.6		$	773.8		$	—	$	1,354.3

39

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS DESCRIPTION

Terex is a diversified global equipment manufacturer of a variety of machinery products. We are focused on delivering reliable, customer-driven solutions for a wide range of commercial applications, including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries. We operate in five reportable segments: (i) Aerial Work Platforms (“AWP”); (ii) Construction; (iii) Cranes; (iv) Material Handling & Port Solutions (“MHPS”); and (v) Materials Processing (“MP”).

Our AWP segment designs, manufactures, refurbishes, services and markets aerial work platform equipment, telehandlers, light towers and utility equipment, as well as their related replacement parts and components. Customers use our AWP products to construct and maintain industrial, commercial and residential buildings and facilities, construct and maintain utility and telecommunication lines, trim trees in construction and foundation drilling applications and for other commercial operations, as well as in a wide range of infrastructure projects. Additionally, we own a majority of the North American distribution channel for our utility products group. Effective July 1, 2011, our bridge inspection equipment , which was formerly included in the Construction segment, is now included in the AWP segment.

Our Construction segment designs, manufactures and markets heavy and compact construction equipment, as well as roadbuilding equipment, including asphalt and concrete equipment, landfill compactors and bridge inspection equipment, as well as their related replacement parts and components. Customers use these products in construction and infrastructure projects, to build roads and bridges and in quarrying and mining operations.

Our Cranes segment designs, manufactures, services and markets mobile telescopic cranes, tower cranes, lattice boom crawler cranes, lattice boom truck cranes, truck-mounted cranes (boom trucks) and specialized port and rail equipment, including straddle and sprinter carriers, gantry cranes, mobile harbor cranes, ship-to-shore cranes, reach stackers, lift trucks and forklifts, as well as their related replacement parts and components. Our Cranes products are used primarily for construction, repair and maintenance of commercial buildings, manufacturing facilities and infrastructure and material handling at port and railway facilities.

Our MHPS segment designs, manufactures, services and markets industrial cranes, crane components, harbor cranes and terminal automation technology. The segment operates an extensive global sales and service network. Customers use these products for material handling at manufacturing and port facilities. This segment information is included from August 16, 2011, the date of acquisition of a majority interest in the shares of Demag Cranes AG. See Note H - “Acquisitions.”

Our MP segment designs, manufactures and markets materials processing equipment, including crushers, washing systems, screens, apron feeders, wood chippers and related components and replacement parts. Construction, quarrying, mining and government customers use our MP products in construction and infrastructure projects and various quarrying and mining applications.

We assist customers in their rental, leasing and acquisition of our products through Terex Financial Services (“TFS”). TFS utilizes its equipment and financial leasing experience to provide a variety of financing solutions to our customers when they purchase our equipment.

Non-GAAP Measures

In this document, we refer to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. These non-GAAP measures may not be comparable to similarly titled measures disclosed by other companies. We present non-GAAP financial measures in reporting our financial results to provide investors with additional analytical tools which we believe are useful in evaluating our operating results and the ongoing performance of our underlying businesses. We do not, nor do we suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures we use include the translation effect of foreign currency exchange rate changes on net sales, gross profit, Selling, General & Administrative (“SG&A”) costs and operating profit, as well as the net sales, gross profit, SG&A costs and operating profit excluding the impact of acquisitions.

40

As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding the effect of these changes assists in the assessment of our business results between periods. We calculate the translation effect of foreign currency exchange rate changes by translating the current period results at the rates that the comparable prior periods were translated to isolate the foreign exchange component of the fluctuation from the operational component. Similarly, the impact of changes in our results from acquisitions that were not included in comparable prior periods is subtracted from the absolute change in results to allow for better comparability of results between periods.

We calculate a non-GAAP measure of free cash flow as income from operations plus depreciation, amortization, proceeds from the sale of fixed assets, plus or minus changes in working capital, customer advances and rental/demo equipment and less capital expenditures. We believe that the measure of free cash flow provides management and investors further information on cash generation or use.

We discuss forward looking information related to expected earnings per share (“EPS”) excluding restructuring charges and other items. This adjusted EPS is a non-GAAP measure that provides guidance to investors about our expected EPS excluding restructuring or other charges that we do not believe are reflective of our ongoing earnings.

Non-GAAP measures we use also include Net Operating Profit After Tax (“NOPAT”) as adjusted, income (loss) before income taxes as adjusted, income (loss) from operations as adjusted, (benefit from) provision for income taxes as adjusted and stockholders' equity as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.

Overview

Our performance for the third quarter of 2011 continued to improve in terms of net sales and operating profitability, even during this economically uncertain time. Input costs, supplier constraints on component deliveries and manufacturing productivity inefficiencies were lower this quarter than in the second quarter of 2011, but continued to negatively impact operating margins. However, our results did reflect progress from the prior year period. Our sales grew by 67.7% over the prior year period (approximately 35% adjusting for the translation effect of foreign currency exchange rates and the acquisition of Demag Cranes AG) and 21.2% over the second quarter of 2011 (approximately 4% adjusting for the acquisition of Demag Cranes AG). Income from operations improved approximately $49.0 million over the prior year period.

On August 16, 2011, we paid approximately $1.1 billion in cash to acquire approximately 81% of the outstanding shares of Demag Cranes AG. We believe we have strengthened our Company this quarter with the addition of Demag Cranes AG, which is reported as our MHPS segment.  We have begun negotiations of a domination and profit and loss transfer agreement, which when implemented will provide us with greater control over the operations of Demag Cranes AG. While this is not expected to be completed until 2012, we have commenced an integration and growth planning process involving the management teams of both businesses.  We have identified specific work streams, each intended to strengthen the business, balancing speed of integration with the legal requirements of a German public company and effectiveness of domination. 

We previously established restructuring programs and committed to aggressively reduce costs in our Cranes operations. The effects of prior restructuring actions in our Cranes business, and improved production execution that allowed us to deliver orders from our backlog of larger mobile cranes and port equipment, are reflected in our results this quarter.  In total, we expect approximately $70 million in annualized benefits from the actions that have been and will be taken in the Cranes segment, of which approximately half are expected to benefit 2011. See Note L -“Restructuring and Other Charges” in our Condensed Consolidated Financial Statements for a detailed description of our restructuring activities, including the reasons, timing and costs associated with such actions.

41

We are seeing evidence of improving trends broadly, though the recovery is not even or consistent across all products and geographies. We see continued replacement-driven demand in most developed markets, as well as continuing growth in most developing economies globally. End-market demand continues to recover in our Aerial Work Platform segment with replacement of aging fleets by the large rental customers as the primary driver. We are optimistic about the rest of the year and 2012 for AWP as we are having earlier than normal conversations with customers who have indicated a willingness and need to purchase more equipment. Our Construction segment benefited from strong demand for material handlers in central Europe and compact equipment and backhoe loaders in Russia, Africa and India.  For Cranes, there has been increased demand for rough terrain cranes, straddle carriers and boom trucks, although our truck cranes business in China experienced a significant decrease in demand. Our MHPS segment experienced expected seasonal strength, benefiting from strong demand for services and spare parts as industrial crane customers serviced machines during summer factory shutdowns. Our Materials Processing business had another solid quarter primarily due to restocking by dealers whose inventories remain at the historically low levels experienced a few years ago as well as the acceptance in the market of new mobile equipment with increased capacities. We have seen some recent weakness in our construction truck and mobile crushing businesses, but it is premature to determine if this is anything more than a pause.

Somewhat offsetting the favorable demand trends were increased input costs and component availability. Input costs continue to be a challenge, particularly in AWP. Price increases in our AWP segment averaging 4.5% have been recently announced that will take effect in January 2012. The benefits from this are expected to be seen next year and are in addition to the price increases that took effect in June 2011. Component availability is still impacting us, particularly certain of our Construction businesses, although this was less prevalent in the third quarter than earlier in the year.

In January 2011, we repaid the entire $297.6 million principal amount of our 7-3/8% Senior Subordinated Notes due 2014 (“7-3/8% Notes”). The sale of our shares of Bucyrus International, Inc. (“Bucyrus”) common stock during 2011 contributed approximately $531.8 million to overall liquidity. We continue to have sufficient liquidity, which was $1,204.0 million at September 30, 2011. See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels.

For 2011, and including the results of our MHPS segment, we anticipate our net sales for the year to be in the range of $6.3 to $6.5 billion.  We anticipate earnings per share (“EPS”), excluding restructuring, the amortization of the inventory step-up related to Demag Cranes AG, and other items for the fourth quarter of 2011 to be between $0.20 and $0.25 per share. As a result, we anticipate EPS, excluding restructuring, the sale of Bucyrus common stock, acquisition related costs, the amortization of inventory step-up related to Demag Cranes AG, and other items for the full year to be between $0.43 and $0.48 per share.

Our longer term outlook is for continued growth in many of our key product categories and end markets.  While we are mindful of the continuing economic uncertainty, we continue to believe that the overall market conditions support growth led by our AWP business, mainly in North America, and our Port Equipment business globally.  Next year we will continue to be focused on margin expansion and continued cash generation.  As a result of price increases which we will be instituting, as well as cost saving initiatives across our businesses, we anticipate increases in profitability to outpace our growth in net sales.

ROIC continues to be the unifying metric that we use to measure our operating performance. ROIC and the Non-GAAP Measures assist in showing how effectively we utilize the capital invested in our operations. After-tax ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of the sum of Total Terex Corporation stockholders' equity plus Debt (as defined below) less Cash and cash equivalents for the previous five quarters. NOPAT for each quarter is calculated by multiplying Income (loss) from continuing and discontinued operations by a figure equal to one minus the effective tax rate of the Company. We believe that earnings from discontinued operations, as well as the net assets that comprise those operations invested capital, should be included in this calculation of the Non-GAAP Measures because they capture the financial returns on our capital allocation decisions for the measured periods. Furthermore, we believe that returns on capital deployed in TFS do not represent management of our primary operations and, therefore, TFS finance receivable assets and results from operations have been excluded from the Non-GAAP Measures. Additionally, we do not believe that the realized and deferred gains on marketable securities and specifically the shares of Bucyrus (“BUCY shares”) held from the sale of our Mining business, reflects our operations and, therefore, such gains have been excluded from the calculation of the Non-GAAP Measures. The effective tax rate is equal to the (Provision for) benefit from income taxes divided by Income (loss) before income taxes for the respective quarter. Debt is calculated using the amounts for Notes payable and current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters' NOPAT as this represents the most recent 12-month period at any given point of determination. In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters' ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) over the same time period as the numerator (four quarters of average invested capital).

Terex management and the Board of Directors use ROIC as one of the primary measures to assess operational performance,

42

including in connection with certain compensation programs. We use ROIC as a unifying metric because we believe that it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement. We believe that ROIC measures return on the amount of capital invested in our primary businesses, excluding TFS, as opposed to another metric such as return on stockholders' equity that only incorporates book equity, and is thus a more accurate and descriptive measure of our performance. We also believe that adding Debt less Cash and cash equivalents to Total stockholders' equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC at September 30, 2011 was 3.5%.

The amounts described below are reported in millions of U.S. dollars, except for the effective tax rates.  Amounts are as of and for the three months ended for the periods referenced in the tables below.

	Sep '11			Jun '11			Mar '11			Dec '10			Sep '10
Provision for (benefit from) income taxes as adjusted	$	7.0		$	2.5		$	(18.8	)	$	3.2
Divided by: Loss before income taxes as adjusted	(8.9		)	(23.6		)	(41.4		)	(37.7		)
Effective tax rate as adjusted	(78.7		)%	(10.6		)%	45.4		%	(8.5		)%
Income (loss) from operations as adjusted	$	53.1		$	7.1		$	(8.2	)	$	0.8
Multiplied by: 1 minus Effective tax rate as adjusted	178.7		%	110.6		%	54.6		%	108.5		%
Adjusted net operating income (loss) after tax	$	94.9		$	7.9		$	(4.5	)	$	0.9
Debt (as defined above)	$	2,316.6		$	1,426.5		$	1,417.1		$	1,686.3		$	1,973.2
Less: Cash and cash equivalents	(684.9		)	(702.0		)	(723.7		)	(894.2		)	(1,354.3		)
Debt less Cash and cash equivalents	$	1,631.7		$	724.5		$	693.4		$	792.1		$	618.9
Total Terex Corporation stockholders’ equity as adjusted	$	1,854.4		$	1,999.3		$	1,998.6		$	1,907.2		$	2,000.4
Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted	$	3,486.1		$	2,723.8		$	2,692.0		$	2,699.3		$	2,619.3

September 30, 2011 ROIC	3.5		%
NOPAT as adjusted (last 4 quarters)	$	99.1
Average Debt less Cash and cash equivalents plus Total Terex Corporation stockholders’ equity as adjusted (5 quarters)	$	2,844.1

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Reconciliation of Loss before income taxes:	Three months ended 9/30/11			Three months ended 06/30/11			Three months ended 03/31/11			Three months ended 12/31/10
Income (loss) from continuing operations before income taxes	$	67.3		$	16.5		$	10.2		$	(37.6	)
Less: Gain realized on sale of BUCY shares	(76.2		)	(40.0		)	(51.6		)	—
Loss from discontinued operations before income taxes	—			(0.1		)	—			(0.1		)
Loss before income taxes as adjusted	$	(8.9	)	$	(23.6	)	$	(41.4	)	$	(37.7	)
Reconciliation of income (loss) from operations:
Income (loss) from operations as reported	$	52.6		$	6.8		$	(9.3	)	$	(0.5	)
Loss from operations for TFS	0.5			0.4			1.1			1.3
Loss from operations for discontinued operations	—			(0.1		)	—			—
Income (loss) from operations as adjusted	$	53.1		$	7.1		$	(8.2	)	$	0.8
Reconciliation of provision for (benefit from) income taxes:
Provision for (benefit from) income taxes as reported	$	34.2		$	16.3		$	6.0		$	(4.9	)
Provision for income taxes on realized gain for sale of BUCY shares	(27.2		)	(14.3		)	(18.4		)	—
Provision for (benefit from) income taxes for discontinued operations	—			0.5			(6.4		)	8.1
Provision for (benefit from) income taxes as adjusted	$	7.0		$	2.5		$	(18.8	)	$	3.2
Reconciliation of Terex Corporation stockholders' equity:	As of 9/30/11			As of 06/30/11			As of 03/31/11			As of 12/31/10			As of 9/30/10
Terex Corporation stockholders' equity as reported	$	1,991.7		$	2,178.2		$	2,157.9		$	2,083.2		$	2,064.3
TFS Assets	(138.0		)	(127.5		)	(85.4		)	(76.2		)	(38.9		)
Deferred loss (gain) on marketable securities	0.7			(51.4		)	(73.9		)	(99.8		)	(25.0		)
Terex Corporation stockholders' equity as adjusted	$	1,854.4		$	1,999.3		$	1,998.6		$	1,907.2		$	2,000.4

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2011 Compared with Three Months Ended September 30, 2010

Consolidated

	Three Months Ended September 30,
	2011				2010
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	1,803.6	—		$	1,075.8	—		67.7	%
Gross profit	$	275.6	15.3	%	$	163.9	15.2	%	68.2	%
SG&A	$	223.0	12.4	%	$	160.3	14.9	%	39.1	%
Income from operations	$	52.6	2.9	%	$	3.6	0.3	%	*

* Not meaningful as a percentage

Net sales for the three months ended September 30, 2011 increased $727.8 million when compared to the same period in 2010.  Excluding the effect of foreign currency exchange rate changes and the addition from the MHPS segment, net sales increased approximately 35% from the prior year period. Each of our segments had higher net sales compared to the third quarter of 2010 as a result of end market demand which has been showing signs of recovery in most markets.

Gross profit for the three months ended September 30, 2011 increased $111.7 million when compared to the same period in 2010.   Excluding the impact of MHPS, increased net sales partially offset by higher input costs contributed approximately $65 million to the increase.  Excluding the effect of foreign currency exchange rate changes and MHPS, gross profit increased approximately 30% from the prior year period.

SG&A costs increased for the three months ended September 30, 2011 by $62.7 million when compared to the same period in 2010.  The effect of foreign currency exchange rate changes increased SG&A costs by approximately $12 million. Excluding the impact of MHPS and foreign exchange effects, SG&A costs were essentially flat.

Income from operations was $52.6 million for the three months ended September 30, 2011, an increase of $49.0 million when compared to the same period in 2010.  Excluding the effect of foreign currency exchange rate changes and the impact of MHPS, income from operations increased approximately $48 million. The increase was primarily due to the items noted above, particularly improved net sales volume and actions taken in previous periods to reduce our cost structure.

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Aerial Work Platforms

	Three Months Ended September 30,
	2011				2010
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	448.7	—		$	282.2	—		59.0	%
Gross profit	$	73.5	16.4	%	$	49.5	17.5	%	48.5	%
SG&A	$	46.5	10.4	%	$	35.5	12.6	%	31.0	%
Income from operations	$	27.0	6.0	%	$	14.0	5.0	%	92.9	%

Net sales for the AWP segment for the three months ended September 30, 2011 increased $166.5 million when compared to the same period in 2010.  Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 55% from the comparable prior year period. The North American market showed strong growth as the large rental houses continued to replace the equipment in their fleets. The independent rental firms have also begun to increase their purchases, but at a slower rate than previously anticipated. Utilization rates of customer fleets have remained high, a positive sign of the strength of the replacement cycle despite the continuing soft market conditions in construction applications. Internationally, the demand for and acceptance of aerial work platforms continued to expand steadily, also contributing to the increased sales in the quarter. Our Utilities business also showed signs of increased customer demand.

Gross profit for the three months ended September 30, 2011 was $73.5 million, an increase of $24.0 million when compared to the same period in 2010.  Increased net sales, the mix of product sales and higher production levels, contributed approximately $41 million to the improvement in gross profit. The favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $9 million from the prior year period. These improvements were offset by approximately $29 million from higher materials costs and higher transactional foreign currency expense in the current year period and the reversal of a foreign duty provision in the prior period.

SG&A costs for the three months ended September 30, 2011 increased $11.0 million when compared to the same period in 2010.  Higher costs, particularly engineering and general administrative, increased SG&A spending by approximately $7 million as compared to the prior year period.  Additionally, the allocation of corporate costs increased by approximately $3 million over the prior year period.

Income from operations for the three months ended September 30, 2011 was $27.0 million, an increase of $13.0 million when compared to the same period in 2010.  The increase was due to the items noted above, particularly improved net sales partially offset by higher SG&A costs.

46

Construction

	Three Months Ended September 30,
	2011					2010
				% of Sales					% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	395.4		—		$	284.7		—		38.9	%
Gross profit	$	36.2		9.2	%	$	27.5		9.7	%	31.6	%
SG&A	$	42.6		10.8	%	$	35.2		12.4	%	21.0	%
Loss from operations	$	(6.4	)	(1.6	)%	$	(7.7	)	(2.7	)%	16.9	%

Net sales in the Construction segment increased by $110.7 million for the three months ended September 30, 2011 when compared to the same period in 2010. Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 31% from the comparable prior year period. The improvement in net sales was driven by strong demand for backhoe loaders in Russia, compact equipment in central Europe and trucks in developing markets including Russia and South Africa.  Demand for material handlers continued at increased levels especially in central Europe, the segment's largest market for this type of machinery. Slow demand for roadbuilding products in North America continued due to weak highway infrastructure spending. The tightening in government sponsored financing programs continued to constrain demand in Brazil.

Gross profit for the three months ended September 30, 2011 was $36.2 million, an increase of $8.7 million when compared to the same period in 2010.  Increased net sales offset partially by a higher mix of lower margin compact products and higher material costs, improved gross profit by approximately $7 million.  The favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $3 million from the prior year period.

SG&A costs for the three months ended September 30, 2011 increased $7.4 million when compared to the same period in 2010.  The higher allocation of corporate costs increased SG&A costs by approximately $2 million. Additionally, higher selling expenses associated with higher net sales increased SG&A costs by approximately $2 million. The unfavorable translation effect of foreign currency exchange rate changes increased SG&A costs by approximately $3 million from the prior year period.

Loss from operations for the three months ended September 30, 2011 decreased $1.3 million when compared to the same period in 2010.  The decreased loss was due to the items noted above, however the improved net sales was essentially offset by higher costs of sales, unfavorable product mix and higher SG&A costs.

Cranes

	Three Months Ended September 30,
	2011				2010
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	543.6	—		$	368.7	—		47.4	%
Gross profit	$	85.0	15.6	%	$	58.4	15.8	%	45.5	%
SG&A	$	59.1	10.9	%	$	54.5	14.8	%	8.4	%
Income from operations	$	25.9	4.8	%	$	3.9	1.1	%	*

* Not meaningful as a percentage

Net sales for the Cranes segment for the three months ended September 30, 2011 increased by $174.9 million when compared to the same period in 2010.  Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 32% from the comparable prior year period. Almost every crane category experienced increased sales over the same quarter last year, with straddle carriers, rough terrain cranes and boom trucks the largest contributors to the sales growth this quarter. Sales in the U.S. more than doubled and the business experienced stronger demand in China, India and Germany. However, tower crane demand was generally stagnant and the truck cranes business in China experienced a significant decrease in demand.

47

Gross profit for the three months ended September 30, 2011 increased by $26.6 million when compared to the same period in 2010. Product sales mix partially offset by higher material costs improved gross profit by approximately $11 million.  The favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $9 million from the prior year period. Additionally, transactional foreign exchange gains and lower inventory charges in the current period increased gross profit by approximately $6 million.

SG&A costs for the three months ended September 30, 2011 increased $4.6 million over the same period in 2010.  The unfavorable translation effect of foreign currency exchange rate changes increased SG&A costs by approximately $6 million from the prior year period. The higher allocation of corporate costs increased SG&A costs by approximately $3 million. These increases were partially offset by approximately $5 million of costs realized from actions taken in prior quarters to reduce the segment's overall cost structure.

Income from operations for the three months ended September 30, 2011 increased $22.0 million when compared to the same period in 2010, resulting primarily from increased net sales, improved product mix and the favorable translation effect of foreign currency exchange rate changes.

Material Handling & Port Solutions **

	Three Months Ended September 30,
	2011					2010
				% of Sales			% of Sales	% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	256.0		—		N/A	—	*
Gross profit	$	47.8		18.7	%	N/A	*	*
SG&A	$	50.4		19.7	%	N/A	*	*
Loss from operations	$	(2.6	)	(1.0	)%	N/A	*	*

* Not applicable

** All amounts reported reflect results of operations from August 16, 2011 (the date of acquisition of 81% of the shares of Demag Cranes AG) through September 30, 2011.

Net sales for the MHPS segment for the three months ended September 30, 2011 were $256.0 million. Net sales were driven by strength in Europe, particularly Germany. Increasing demand for industrial cranes as well as for mobile harbor cranes positively impacted net sales in the period. Part sales were a meaningful contributor to net sales, as higher capacity utilization at customer plants led to an increasing need for services and spare parts. This period is also typically a strong sales period for the MHPS segment as many industrial crane customers service their equipment when plants are shut down over the summer.

Gross profit for the three months ended September 30, 2011 was $47.8 million. These results included charges of $19.3 million related to the revaluation of inventory at the acquisition date of Demag Cranes AG and $4.5 million related primarily to the amortization of tangible and intangible assets.

SG&A costs for the three months ended September 30, 2011 was $50.4 million. These results include charges of $0.5 million related primarily to the amortization of tangible and intangible assets.

Loss from operations for the three months ended September 30, 2011 was $2.6 million. These results included charges of $19.3 million related to the revaluation of inventory at the acquisition date of Demag Cranes AG and $5.0 million related primarily to the amortization of tangible and intangible assets.

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Materials Processing

	Three Months Ended September 30,
	2011				2010
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	171.1	—		$	143.6	—		19.2	%
Gross profit	$	31.5	18.4	%	$	25.2	17.5	%	25.0	%
SG&A	$	19.1	11.2	%	$	14.9	10.4	%	28.2	%
Income from operations	$	12.4	7.2	%	$	10.3	7.2	%	20.4	%

Net sales in the MP segment increased by $27.5 million for the three months ended September 30, 2011 when compared to the same period in 2010. Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 13% from the comparable prior year period. Machine and parts sales were particularly strong in Canada, Australia and South Africa, with increases in most markets with the exception of southern Europe where customers have experienced difficulties in obtaining financing.  New mobile machines with increased capacities continued to drive sales as they gain acceptance in the market and approach capacities of static equipment. This increase was slightly offset by a slowdown in net sales recently experienced in the crushing equipment market.

Gross profit for the three months ended September 30, 2011 increased by $6.3 million when compared to the same period in 2010.  The increase was primarily due to the impact of increased net sales, which increased gross profit by approximately $5 million. Additionally, the favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $2 million from the prior year period.

SG&A costs for the three months ended September 30, 2011 increased by $4.2 million when compared to the same period in 2010, primarily due to the higher allocation of corporate costs of approximately $2 million, the unfavorable translation effect of foreign currency exchange rate changes, which increased SG&A costs by approximately $1 million from the prior year period and increased costs relating to a new business and joint venture.

Income from operations for the three months ended September 30, 2011 was $12.4 million, an increase of $2.1 million from the comparable period in 2010, primarily due to higher net sales volume partially offset by higher SG&A costs.

Corporate / Eliminations

	Three Months Ended September 30,
	2011				2010
				% of Sales				% of Sales	% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	(11.2	)	—	$	(3.4	)	—	*
Loss from operations	$	(3.7	)	*	$	(16.9	)	*	*

* Not meaningful as a percentage

The net sales amounts include the elimination of intercompany sales activity among segments.  Loss from operations improved from the prior year period primarily due to the impact of a higher corporate expense allocation to all of the segments combined with lower restructuring costs and improved margins from increased government sales in the current year period.

Interest Expense, Net of Interest Income

During the three months ended September 30, 2011, our interest expense net of interest income was $33.9 million, or $0.6 million higher than the same period in the prior year. This increase was primarily driven by increased interest expense associated with the Demag Cranes AG acquisition partially offset by reduced interest expense due to the retirement of debt over the past year.

49

Loss on early extinguishment of debt

In August of 2011, we entered into an amended and restated credit agreement that replaced our previous credit agreement. The termination of our previous credit agreement resulted in non-cash charges for accelerated amortization of debt acquisition costs of $1.4 million in the current year period.

Other Income (Expense) – Net

Other income (expense) – net for the three months ended September 30, 2011 was income of $50.0 million, an increase of $71.5 million when compared to the same period in the prior year.  The change was primarily driven by income in the current year period of approximately $76 million from the sale of shares in Bucyrus International and lower expense of approximately $5 million in the current year period associated with derivative instruments.  These were partially offset by acquisition related expense in the current year period of approximately $14 million.

Income Taxes

During the three months ended September 30, 2011, we recognized an income tax expense of $34.2 million on income of $67.3 million, an effective tax rate of 50.8%, as compared to an income tax expense of $38.6 million on a loss of $51.2 million, an effective tax rate of negative 75.4%, for the three months ended September 30, 2010.  The higher tax rate recorded in 2011, compared to statutory tax rates, was mainly due to non-tax benefited losses, non-tax deductible expenses incurred to acquire Demag Cranes and the enactment of a statutory income tax rate reduction in the U.K. 

Nine Months EndedSeptember 30, 2011 Compared with Nine Months EndedSeptember 30, 2010

Consolidated

	Nine Months Ended September 30,
	2011				2010
			% of Sales					% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	4,548.0	—		$	3,091.6		—		47.1	%
Gross profit	$	657.7	14.5	%	$	417.3		13.5	%	57.6	%
SG&A	$	607.6	13.4	%	$	490.6		15.9	%	23.8	%
Income (loss) from operations	$	50.1	1.1	%	$	(73.3	)	(2.4	)%	*

* Not meaningful as a percentage

Net sales for the nine months endedSeptember 30, 2011 increased $1,456.4 million when compared to the same period in 2010.  Excluding the effect of foreign currency exchange rate changes and the addition of the MHPS segment, net sales increased approximately 33% from the prior year period. Each of our segments had higher net sales compared to the nine months ended2010 as a result of end market demand which has been showing signs of recovery.

Gross profit for the nine months endedSeptember 30, 2011 increased $240.4 million when compared to the same period in 2010.  Excluding the impact of MHPS, increased net sales, partially offset by higher input costs, contributed approximately $175 million to the increase.  Excluding the effect of foreign currency exchange rate changes and MHPS, gross profit increased approximately 38% from the prior year period.

SG&A costs increased for the nine months endedSeptember 30, 2011 by $117.0 million when compared to the same period in 2010.  The effect of foreign currency exchange rate changes increased SG&A costs by approximately $23 million. Excluding the impact of MHPS and foreign exchange effects, SG&A costs increased by approximately $43 million due to increased selling costs associated with higher sales, higher marketing costs from certain trade show activities, increased engineering costs for new product development and impairment charges related to manufacturing footprint rationalization.

50

Income (loss) from operations was $50.1 million for the nine months endedSeptember 30, 2011, an improvement of $123.4 million when compared to the same period in 2010.  Excluding the effect of foreign currency exchange rate changes and MHPS, income from operations increased approximately $117 million. The increase was due to the items noted above, particularly improved net sales volume offset partially by higher SG&A costs.

Aerial Work Platforms

	Nine Months Ended September 30,
	2011				2010
			% of Sales					% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	1,312.6	—		$	733.5		—		79.0	%
Gross profit	$	198.0	15.1	%	$	95.9		13.1	%	106.5	%
SG&A	$	137.9	10.5	%	$	104.1		14.2	%	32.5	%
Income (loss) from operations	$	60.1	4.6	%	$	(8.2	)	(1.1	)%	*

* Not meaningful as a percentage

Net sales for the AWP segment for the nine months endedSeptember 30, 2011 increased $579.1 million when compared to the same period in 2010.  Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 76% from the comparable prior year period. The North American market showed strong growth as the large rental houses continued to replace the equipment in their fleets. The independent rental firms have also begun to increase their purchases, but at a slower rate than previously anticipated. Utilization rates of customer fleets have remained high, a positive sign of the strength of the replacement cycle despite the continuing soft market conditions in construction applications. Internationally, the demand for and acceptance of aerial work platforms continued to expand steadily, also contributing to the increased sales in the quarter. Additionally, benefits are beginning to be captured from price increases that were implemented late in the first half of the year in all geographies. Also contributing to the increase in segment sales was the disposition of the remainder of the segment's utility rental fleet, the first portion of which was sold in late 2010.

Gross profit for the nine months endedSeptember 30, 2011 was $198.0 million, an increase of $102.1 million when compared to the same period in 2010.  Increased net sales, product mix and higher production levels contributed approximately $121 million to the improvement in gross profit. The favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $15 million from the prior year period. These improvements were offset by approximately $29 million in higher material costs and higher transactional foreign currency expenses.

SG&A costs for the nine months endedSeptember 30, 2011 increased $33.8 million when compared to the same period in 2010.  The higher allocation of corporate costs increased SG&A costs by approximately $11 million. Higher costs, primarily due to the restoration and accrual for certain performance based compensation programs, engineering expenses and selling and marketing expenses increased SG&A spending by approximately $21 million as compared to the prior year period.

Income (loss) from operations for the nine months endedSeptember 30, 2011 was $60.1 million, an improvement of $68.3 million when compared to the same period in 2010.  The increase was due to the items noted above, particularly improved net sales, higher production levels and product mix, partially offset by higher SG&A costs, material costs and higher transactional foreign currency expenses.

51

Construction

	Nine Months Ended September 30,
	2011					2010
				% of Sales					% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	1,096.6		—		$	765.0		—		43.3	%
Gross profit	$	118.9		10.8	%	$	59.6		7.8	%	99.5	%
SG&A	$	134.5		12.3	%	$	107.3		14.0	%	25.3	%
Loss from operations	$	(15.6	)	(1.4	)%	$	(47.7	)	(6.2	)%	67.3	%

Net sales in the Construction segment increased by $331.6 million for the nine months endedSeptember 30, 2011 when compared to the same period in 2010. Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 38% from the comparable prior year period. The improvement in net sales was driven by strong demand for backhoe loaders in Russia, compact equipment in central Europe and trucks in developing markets including Russia and South Africa.  Demand for material handlers continued at increased levels especially in central Europe, the segment's largest market for this type of machinery. Slow demand for roadbuilding products in North America continued due to weak highway infrastructure spending. The tightening in government sponsored financing programs constrained roadbuilding demand in Brazil.

Gross profit for the nine months endedSeptember 30, 2011 was $118.9 million, an increase of $59.3 million when compared to the same period in 2010.  Increased net sales, offset partially by higher material costs, improved gross profit by approximately $37 million.  Lower inventory write downs and lower restructuring charges in the current year period improved gross profit by approximately $7 million. Lower other costs of sales, particularly for distribution, warranty and other non-manufacturing costs improved gross profit by approximately $13 million.

SG&A costs for the nine months endedSeptember 30, 2011 increased $27.2 million when compared to the same period in 2010.  The higher allocation of corporate costs increased SG&A costs by approximately $9 million. Additionally, higher selling and marketing expenses associated with higher net sales and trade show activities increased SG&A costs by approximately $9 million. The unfavorable translation effect of foreign currency exchange rate changes increased SG&A costs by approximately $6 million from the prior year period.

Loss from operations for the nine months endedSeptember 30, 2011 improved $32.1 million when compared to the same period in 2010.  The improvement was due to the items noted above, particularly increased net sales partially offset by higher SG&A costs.

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Cranes

	Nine Months Ended September 30,
	2011					2010
				% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	1,406.0		—		$	1,231.5	—		14.2	%
Gross profit	$	175.9		12.5	%	$	193.5	15.7	%	(9.1	)%
SG&A	$	206.5		14.7	%	$	175.7	14.3	%	17.5	%
(Loss) income from operations	$	(30.6	)	(2.2	)%	$	17.8	1.4	%	*

* Not meaningful as a percentage

Net sales for the Cranes segment for the nine months endedSeptember 30, 2011 increased by $174.5 million when compared to the same period in 2010.  Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 6% from the comparable prior year period. Almost every crane category experienced increased sales over the same period last year, with straddle carriers, rough terrain cranes and boom trucks the largest contributors to the sales growth. Sales in the U.S. increased by approximately 110% and the business experienced stronger demand in China, India and Germany. However, tower crane demand was generally stagnant and the truck cranes business in China experienced a significant decrease in demand.

Gross profit for the nine months endedSeptember 30, 2011 decreased by $17.6 million when compared to the same period in 2010. Product sales mix and higher material costs negatively impacted gross profit by approximately $27 million.  Restructuring charges and inventory write downs, primarily related to manufacturing footprint rationalization, decreased gross profit in the period by approximately $14 million. Transactional foreign currency exchange losses and other costs of sales decreased gross profit by approximately $8 million. These decreases in gross profit were partially offset by higher absorption of fixed manufacturing costs of approximately $14 million when compared to the prior year period. Additionally, the decrease in gross profit was partially offset by the favorable translation effect of foreign currency exchange rate changes, which increased gross profit by approximately $17 million from the prior year period.

SG&A costs for the nine months endedSeptember 30, 2011 increased $30.8 million over the same period in 2010.  Restructuring and asset impairment charges, primarily related to manufacturing footprint rationalization in the current year period, increased SG&A costs by approximately $10 million. The higher allocation of corporate costs increased SG&A costs by approximately $14 million. The unfavorable translation effect of foreign currency exchange rate changes increased SG&A costs by approximately $11 million from the prior year period.

Loss from operations for the nine months endedSeptember 30, 2011 was $30.6 million, a decline of $48.4 million from income from operations of $17.8 million in the same period in 2010, resulting primarily from the negative impact of higher material costs, product sales mix and costs related to manufacturing footprint rationalization.

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Material Handling & Port Solutions **

	Nine Months Ended September 30,
	2011					2010
				% of Sales			% of Sales	% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	256.0		—		N/A	—	*
Gross profit	$	47.8		18.7	%	N/A	*	*
SG&A	$	50.4		19.7	%	N/A	*	*
Loss from operations	$	(2.6	)	(1.0	)%	N/A	*	*

* Not applicable

** All amounts reported reflect results of operations from August 16, 2011 (the date of acquisition of 81% of the shares of Demag Cranes AG) through September 30, 2011.

Net sales for the MHPS segment for the nine months ended September 30, 2011 was $256.0 million. Net sales were driven by strength in Europe, particularly Germany. Increasing demand for industrial cranes as well as for mobile harbor cranes positively impacted net sales in the period. Part sales were a meaningful contributor to net sales, as higher capacity utilization at customer plants led to an increasing need for services and spare parts. This period is also typically a strong sales period for the MHPS segment as many industrial crane customers service their equipment when plants are shut down over the summer.

Gross profit for the nine months ended September 30, 2011 was $47.8 million. These results included charges of $19.3 million related to the revaluation of inventory at the acquisition date of Demag Cranes AG and $4.5 million related primarily to the amortization of tangible and intangible assets.

SG&A costs for the nine months ended September 30, 2011 was $50.4 million. These results include charges of $0.5 million related primarily to the amortization of tangible and intangible assets.

Loss from operations for the nine months ended September 30, 2011 was $2.6 million. These results included charges of $19.3 million related to the revaluation of inventory at the acquisition date of Demag Cranes AG and $5.0 million related primarily to the amortization of tangible and intangible assets.

Materials Processing

	Nine Months Ended September 30,
	2011				2010
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	512.0	—		$	387.3	—		32.2	%
Gross profit	$	105.1	20.5	%	$	65.3	16.9	%	60.9	%
SG&A	$	59.3	11.6	%	$	46.1	11.9	%	28.6	%
Income from operations	$	45.8	8.9	%	$	19.2	5.0	%	138.5	%

Net sales in the MP segment increased by $124.7 million for the nine months endedSeptember 30, 2011 when compared to the same period in 2010. Adjusting for the translation effect of foreign currency exchange rate changes, net sales increased approximately 27% from the comparable prior year period. Machine and parts sales continued to increase in most markets with the exception of southern Europe where customers have experienced difficulties in obtaining financing.  New mobile machines with increased capacities continued to drive sales as they gain acceptance in the market and approach capacities of static equipment. This increase was slightly offset by a slowdown in net sales recently experienced in the crushing equipment market.

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Gross profit for the nine months endedSeptember 30, 2011 increased by $39.8 million when compared to the same period in 2010.  The increase was primarily due to the impact of increased net sales, which increased gross profit by approximately $31 million. The favorable translation effect of foreign currency exchange rate changes increased gross profit by approximately $6 million from the prior year period.

SG&A costs for the nine months endedSeptember 30, 2011 increased by $13.2 million when compared to the same period in 2010, primarily due to the higher allocation of corporate costs of approximately $7 million and the unfavorable translation effect of foreign currency exchange rate changes, which increased SG&A costs by approximately $3 million from the prior year period. Additionally, higher selling costs associated with improved net sales increased SG&A costs by approximately $3 million.

Income from operations for the nine months endedSeptember 30, 2011 was $45.8 million, an increase of $26.6 million from the comparable period in 2010, primarily due to higher net sales volume partially offset by higher SG&A costs.

Corporate / Eliminations

	Nine Months Ended September 30,
	2011				2010
				% of Sales				% of Sales	% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	(35.2	)	—	$	(25.7	)	—	*
Loss from operations	$	(7.0	)	*	$	(54.4	)	*	*

* Not meaningful as a percentage

The net sales amounts include the elimination of intercompany sales activity among segments.  Loss from operations improved from the prior year period primarily due to the impact of higher corporate expense allocation to all of the segments combined with lower restructuring costs and improved margins from government sales and other activities in the current year period.

Interest Expense, Net of Interest Income

During the nine months endedSeptember 30, 2011, our interest expense net of interest income was $84.9 million, or $16.6 million lower than the same period in the prior year. This decrease was primarily driven by reduced interest expense due to the retirement of debt over the past year.

Loss on early extinguishment of debt

On January 18, 2011, we exercised our early redemption option and repaid the outstanding $297.6 million principal amount of our 7-3/8% Notes. The cash paid to redeem the 7-3/8% Notes included a call premium of $3.6 million. Additionally, we recorded a charge of $4.1 million to recognize a loss on the write-off of unamortized costs, including debt issuance costs, original issue discount and interest rate swap costs, in connection with the repayment of the 7-3/8% Notes. Additionally, in August 2011, we entered into an amended and restated credit agreement that replaced our previous credit agreement. The termination of our previous credit agreement resulted in non-cash charges for accelerated amortization of debt acquisition costs of $1.4 million in the current year period.

Other Income (Expense) – Net

Other income (expense) – net for the nine months endedSeptember 30, 2011 was income of $136.5 million, an increase of $162.4 million when compared to the same period in the prior year.  The change was primarily driven by income in the current year period of approximately $168 million from the sale of approximately 5.8 million shares of Bucyrus common stock. Charges related to the acquisition of Demag Cranes AG totaling approximately $16 million were partially offset by lower expense of approximately $5 million in the current year period associated with derivative instruments.

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Income Taxes

During the nine months endedSeptember 30, 2011, we recognized an income tax expense of $56.5 million on income of $94.0 million, an effective tax rate of 60.1%, as compared to an income tax benefit of $21.9 million on a loss of $200.7 million, an effective tax rate of 10.9%, for the nine months endedSeptember 30, 2010.  The higher tax rate recorded in 2011, compared to statutory tax rates, was mainly due to non-tax benefitted losses and non-tax deductible expenses incurred to acquire Demag Cranes and the enactment of a statutory income tax rate reduction in the U.K. 

LIQUIDITY AND CAPITAL RESOURCES

Our main sources of funding are cash generated from operations, loans from our bank credit facilities and funds raised in capital markets.  We had cash and cash equivalents of $684.9 million at September 30, 2011.  The majority of the cash held by our foreign subsidiaries could be used in the U.S. if necessary; however, approximately $145 million of cash related to Demag Cranes AG can only be used to support their operations until the companies finalize a domination and profit and loss transfer agreement, which is expected to be completed during 2012. Currently, there are no trends, demands or uncertainties as a result of the Company’s cash re-investment policy that are reasonably likely to have a material effect on us as a whole or that may be relevant to our financial flexibility.

We believe that cash generated from operations together with access to our bank credit facilities and cash on hand, provide adequate liquidity to continue to support our internal operating initiatives and meet our operating and debt service requirements. See Item 1A "Risk Factors" for a detailed description of the risks resulting from our debt and our ability to generate sufficient cash flow to operate our business.

In August 2011, we entered into an amended and restated credit agreement that replaced our previous credit agreement. The new credit agreement provided us with a $460.1 million term loan and a €200.0 million term loan. The proceeds of the term loans were used, along with other cash, to pay for the shares of Demag Cranes AG and all related fees and expenses. The term loans are scheduled to mature on April 28, 2017, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time.

In addition, our new credit facilities provide us with a revolving line of credit of up to $500 million. The revolving line of credit consists of $250 million of available domestic revolving loans and $250 million of available multicurrency revolving loans. The revolving lines of credit are scheduled to mature on April 29, 2016, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time. We had $447.9 million available for borrowing under our revolving credit facilities at September 30, 2011. The 2011 Credit Agreement also provides incremental commitments of up to $250 million, which may be extended at the option of the lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, provided that no more than $100 million of the incremental amount may be used for incremental term loan commitments.

Demag Cranes AG has a bank credit agreement which matures on November 18, 2015 to provide liquidity for their operations. The Demag Cranes AG credit agreement provides multicurrency revolving lines of credit of €200.0 million, which can be used for loans or letters of credit to a sub-limit of €40 million. In addition to customary covenants, the credit agreement contains certain restrictions on transactions with Terex including making loans to or entering into cash pooling arrangements and payment of dividends. Upon completion of a domination and profit and loss transfer agreement, the lenders under the Demag Cranes AG credit agreement have the option to terminate the agreement. As of September 30, 2011, there was $167.3 million outstanding under this facility at a weighted average interest rate of 3.29%. Demag Cranes AG had letters of credit issued under this facility of $29.2 million. Undrawn availability under the Demag Cranes credit agreement was $71.2 million.

During 2011, we sold our 5.8 million shares of Bucyrus International, Inc. (“Bucyrus”) stock for $531.8 million, including $239 million received in the third quarter of 2011. We used the net proceeds from these sales to reinvest in our business including partially funding our purchase of shares of Demag Cranes AG, which satisfied our obligations to reinvest the net cash proceeds under various agreements governing our debt.

We increased our investment in financial services assets from approximately $133 million net at June 30, 2011, to approximately $138 million at September 30, 2011 and we remain focused on expanding TFS in key markets like the U.S., Europe and China. For the remainder of 2011, we expect to rely to a greater extent on third-party funders, which we anticipate will reduce the absolute amount of funding invested by TFS.

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In the first nine months of 2011, our cash used in inventory was approximately $145.3 million as we made investments in businesses showing improved order and inquiry activity. We are continuing our program to increase inventory turns by sharing, throughout our Company, many of the best practices and lean manufacturing processes that several of our business units have implemented successfully.  We expect these initiatives to reduce the level of inventory needed to support our business and allow us to reduce our manufacturing lead times, thereby reducing our working capital requirements. During the last seven quarters, our inventory turns have improved as the Company's sales volumes increased. Further efficiencies in inventory turns are expected to come largely from reductions in inventory as deliveries of several large crane orders are scheduled to occur and we work to better plan our production and delivery schedules in line with demand. We expect these reduced inventory levels in the last quarter of 2011 and, excluding the impact of MHPS, to reduce working capital as a percentage of sales to approximately 27% by year end.

While we generated approximately $106 million in free cash flow in the third quarter, this was below our expectations. We will continue to pursue cash generation opportunities, including reductions in costs and working capital, reviewing alternatives for under-utilized assets, and selectively investing in our businesses to promote growth opportunities. We expect to generate approximately $200 - $250 million of free cash flow during the remainder of the year.

The following table reconciles income from operations to free cash flow (in millions):

	Three months ended 9/30/11
Income from operations	$	52.6
Plus: Depreciation and amortization	36.2
Plus: Proceeds from sale of fixed assets	5.1
Plus/minus: Changes in working capital	51.4
Plus/minus: Customer advances	(10.0		)
Plus/minus: Rental/demo equipment	1.3
Less: Capital expenditures	(30.8		)
Free cash flow	$	105.8

Our ability to generate cash from operations is subject to numerous factors, including the following:

• Many of our customers fund their purchases through third-party finance companies that extend credit based on the credit-worthiness of the customers and the expected residual value of our equipment.  Changes either in the customers’ credit profile or used equipment values may affect the ability of customers to purchase equipment.  There can be no assurance that third-party finance companies will continue to extend credit to our customers as they have in the past.

• As our sales levels change, the absolute amount of working capital needed to support our business may change.

• Our suppliers extend payment terms to us based on our overall credit rating.  Declines in our credit rating may influence suppliers’ willingness to extend terms and in turn increase the cash requirements of our business.

• Sales of our products are subject to general economic conditions, weather, competition and the translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control.  For example, during periods of economic uncertainty, our customers have delayed purchasing decisions, which has had a negative impact on cash generated from operations.

We negotiate, when possible, advance payments from our customers for products with long lead times to help fund the substantial working capital investment in these products.

To help fund our cash expenditures, we have maintained cash balances and a revolving line of credit from our bank group as described above.  Although we believe that the banks participating in our credit facilities have adequate capital and resources, we can provide no assurance that each of these banks will continue to operate as a going concern in the future.  If any banks in our lending group were to fail, it is possible that the borrowing capacity under our credit facilities would be reduced.  If our cash balances and the availability under our credit facilities were reduced significantly, we might need to obtain capital from alternate sources in order to finance our capital needs, but there can be no assurance that such financing would be available at terms acceptable to us, or at all.

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Typically, we have invested our cash in a combination of highly rated, liquid money market funds and in short-term bank deposits with large, highly rated banks. Our investment objective is to preserve capital and liquidity while earning a market rate of interest. In 2010 and into the first nine months of 2011, we used a portion of our cash balance to take advantage of early payment discounts offered by our suppliers where the returns were greater than the amount that would have been earned on such cash if invested in money market funds and short-term bank deposits. We expect this practice to continue through 2011, although we may discontinue this practice at any time.

The interest rates charged under our bank credit facilities are subject to adjustment based on our consolidated leverage ratio. We had no outstanding borrowings under our revolving credit facilities and $720.7 million in U.S. dollar and Euro denominated term loans outstanding at September 30, 2011. The U.S. dollar term loans bear interest at a rate of London Interbank Offer Rate (“LIBOR”) plus 4%, with a floor of 1.5% on LIBOR. The euro term loans bear interest at a rate of Euro Interbank Offer Rate (“EURIBOR”) plus 4.5% with a floor of 1.5% on EURIBOR. At September 30, 2011, the weighted average interest rate on these term loans was 5.7%.

We manage our interest rate risk by maintaining a balance between fixed and floating rate debt, including the use of interest rate derivatives when appropriate. Over the long term, we believe this mix will produce lower interest cost than a purely fixed rate mix while reducing interest rate risk.

The revolving line of credit under our 2011 credit facility expires in April 2016.  Our 4% Convertible Senior Subordinated Notes mature in June 2015, our 10-7/8% Senior Notes mature in June 2016 and our 8% Senior Subordinated Notes (“8% Notes”) mature in November 2017.  See Note M –“Long-Term Obligations,” in our Condensed Consolidated Financial Statements.

Our ability to access the capital markets to raise funds, through the sale of equity or debt securities, is subject to various factors, some specific to us, and others related to general economic and/or financial market conditions.  These include results of operations, projected operating results for future periods and debt to equity leverage.  Our ability to access the capital markets is also subject to our timely filing of periodic reports with the Securities and Exchange Commission ("SEC").  In addition, the terms of our bank credit facilities, senior notes and senior subordinated notes contain restrictions on our ability to make further borrowings and to sell substantial portions of our assets.

As a result of our settlement with the SEC and final court decree in August 2009, for a period of three years, or such earlier time as we are able to obtain a waiver from the SEC, (i) we are no longer qualified as a "well known seasoned issuer" ("WKSI") as defined in Rule 405 of the Securities Act of 1933, and cannot take advantage of the benefits available to a WKSI, which include expedited registration and access to the capital markets, (ii) we cannot rely on the safe harbor provisions regarding forward-looking statements provided by the regulations issued under the Securities Exchange Act of 1934, and (iii) we cannot utilize Regulation A or D. However, we have an effective $1 billion multi-security shelf registration statement on file with the SEC that allows for easier access to the capital markets.

Cash Flows

Cash used in operations for the nine months ended September 30, 2011 totaled $111.2 million, compared to cash used in operations of $468.8 million for the nine months ended September 30, 2010.  The change in cash used in operations was primarily driven by improved operating income, less cash used for working capital and tax refunds received in 2011.

Cash used in investing activities for the nine months ended September 30, 2011 was $557.9 million, compared to $946.6 million cash provided by investing activities for the nine months ended September 30, 2010.  The change in cash from investing activities was primarily due to the purchase of Demag Cranes AG partially offset by the proceeds from the sale of Bucyrus International common stock in 2011 combined with the proceeds from the sale of the Mining business in February 2010.

Cash provided by financing activities was $455.6 million for the nine months ended September 30, 2011, compared to cash used in financing activities for the nine months ended September 30, 2010 of $50.9 million.  The change was primarily due to proceeds from the issuance of long-term debt in connection with a new credit facility offset in part by the repayment of long-term debt in the nine months ended September 30, 2011.

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OFF-BALANCE SHEET ARRANGEMENTS

Guarantees

Our customers, from time to time, fund the acquisition of our equipment through third-party finance companies.  In certain instances, we may provide a credit guarantee to the finance company by which we agree to make payments to the finance company should the customer default.  Our maximum liability is generally limited to the remaining payments due to the finance company at the time of default.  In the event of customer default, we are generally able to recover and dispose of the equipment at a minimum loss, if any, to us.

As of September 30, 2011, our maximum exposure to such credit guarantees was $143.9 million, including total credit guarantees issued by Terex Demag GmbH and Sichuan Changjiang Engineering Crane Co., Ltd, both part of our Cranes segment, and Genie Holdings, Inc. and its affiliates, part of our AWP segment, of $65.9 million, $41.2 million and $25.8 million, respectively.  The terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years.  Given our position as the original equipment manufacturer and our knowledge of end markets, when called upon to fulfill a guarantee, we have generally been able to liquidate the financed equipment at a minimal loss, if any.

There can be no assurance that historical credit default experience will be indicative of future results.  Our ability to recover losses experienced from our guarantees may be affected by economic conditions in effect at the time of loss.

We issue, from time to time, residual value guarantees under sales-type leases.  A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date.  As described in Note O – “Litigations and Contingencies” in the Notes to the Condensed Consolidated Financial Statements, our maximum exposure related to residual value guarantees under sales-type leases was $12.5 million at September 30, 2011.  We are able to mitigate the risk associated with these guarantees because the maturity of the guarantees is staggered, which limits the amount of used equipment entering the marketplace at any one time.

We guarantee, from time to time, that we will buy equipment from our customers in the future at a stated price if certain conditions are met by the customer.  Such guarantees are referred to as buyback guarantees.  These conditions generally pertain to the functionality and state of repair of the machine.  As of September 30, 2011, our maximum exposure pursuant to buyback guarantees was $120.6 million.  We are able to mitigate the risk of these guarantees by staggering the timing of the buybacks and through leveraging our access to the used equipment markets provided by our original equipment manufacturer status.

We have recorded an aggregate liability within Other current liabilities and Retirement plans and other in the Condensed Consolidated Balance Sheet of approximately $13 million for the estimated fair value of all guarantees provided as of September 30, 2011.

There can be no assurance that our historical experience in used equipment markets will be indicative of future results.  Our ability to recover losses from our guarantees may be affected by economic conditions in the used equipment markets at the time of loss.

CONTINGENCIES AND UNCERTAINTIES

Foreign Currencies and Interest Rate Risk

Our products are sold in over 100 countries around the world and, accordingly, our revenues are generated in foreign currencies, while the costs associated with those revenues are only partly incurred in the same currencies.  The major foreign currencies, among others, in which we do business are the Euro and British Pound.  We may, from time to time, hedge specifically identified committed and forecasted cash flows in foreign currencies using forward currency sale or purchase contracts.  At September 30, 2011, we had foreign exchange contracts with a notional value of $566.1 million.

We manage exposure to interest rates by incurring a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintaining an ongoing balance between floating and fixed rates on this mix of indebtedness using interest rate swaps when necessary.

See “Quantitative and Qualitative Disclosures About Market Risk” below for a discussion of the impact that changes in foreign currency exchange rates and interest rates may have on our financial performance.

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Certain of our obligations, including our senior subordinated notes, bear interest at a fixed interest rate. In November 2007, we entered into an interest rate swap agreement to convert $400 million of the principal amount of our 8% Notes to floating rates. The floating rate is based on a spread of 2.81% over London Interbank Offer Rate (“LIBOR”).  At September 30, 2011, the floating rate was 3.10%.

Other

We are subject to a number of contingencies and uncertainties including, without limitation, product liability claims, workers’ compensation liability, intellectual property litigation, self-insurance obligations, tax examinations, guarantees, class action lawsuits and the matters described in Note O – “Litigation and Contingencies” in the notes to the Condensed Consolidated Financial Statements.  We are insured for product liability, general liability, workers' compensation, employer's liability, property damage, intellectual property and other insurable risk required by law or contract with retained liability to us or deductibles. Many of the exposures are unasserted or proceedings are at a preliminary stage, and it is not presently possible to estimate the amount or timing of any of our costs. However, we do not believe that these contingencies and uncertainties will, in the aggregate, have a material adverse effect on our operations. When it is probable that a loss will be incurred and possible to make reasonable estimates of our liability with respect to such matters, a provision is recorded for the amount of such estimate or for the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur.

We generate hazardous and non-hazardous wastes in the normal course of our manufacturing operations. As a result, we are subject to a wide range of federal, state, local and foreign environmental laws and regulations. All of our employees are required to obey all applicable national, local or other health, safety and environmental laws and regulations and must observe the proper safety rules and environmental practices in work situations. These laws and regulations govern actions that may have adverse environmental effects, such as discharges to air and water, and require compliance with certain practices when handling and disposing of hazardous and non-hazardous wastes. These laws and regulations would also impose liability for the costs of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of hazardous substances, should any of such events occur. We are committed to complying with these standards and monitoring our workplaces to determine if equipment, machinery and facilities meet specified safety standards. Each of our facilities is subject to an environmental audit at least once every three years to monitor compliance and no incidents have occurred which required us to pay material amounts to comply with such laws and regulations. Increasing laws and regulations dealing with the environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new forms of equipment that satisfy such new laws and regulations. Compliance with laws and regulations regarding safety and the environment has required, and will continue to require, us to make expenditures. We currently do not expect that these expenditures will have a material adverse effect on our business or results of operations. We are dedicated to seeing that safety and health hazards are adequately addressed through appropriate work practices, training and procedures. Three years ago, we made it a goal to reduce lost time injuries in the workplace by 25% annually. We have been able to successfully reach and exceed this three-year target.

General

As described in Note O - “Litigation and Contingencies” in the Notes to the Condensed Consolidated Financial Statements, we are involved in various legal proceedings, including product liability, general liability, workers' compensation liability, employment, commercial and intellectual property litigation, which have arisen in the normal course of operations.

ERISA, Securities and Stockholder Derivative Lawsuits

We have received complaints seeking certification of class action lawsuits in an ERISA lawsuit, a securities lawsuit and a stockholder derivative lawsuit as follows:

• A consolidated complaint in the ERISA lawsuit was filed in the United States District Court, District of Connecticut on September 20, 2010 and is entitled In Re Terex Corp. ERISA Litigation.

• A consolidated class action complaint for violations of securities laws in the securities lawsuit was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.

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• A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.

These lawsuits generally cover the period from February 2008 to February 2009 and allege, among other things, that certain of our SEC filings and other public statements contained false and misleading statements which resulted in damages to the Company, the plaintiffs and the members of the purported class when they purchased our securities and in the ERISA lawsuit and the stockholder derivative complaint, that there were breaches of fiduciary duties and of ERISA disclosure requirements. The stockholder derivative complaint also alleges waste of corporate assets relating to the repurchase of our shares in the market and unjust enrichment as a result of securities sales by certain officers and directors. The complaints all seek, among other things, unspecified compensatory damages, costs and expenses. As a result, we are unable to estimate a loss or a range of losses for these lawsuits. The stockholder derivative complaint also seeks amendments to our corporate governance procedures in addition to unspecified compensatory damages from the individual defendants in our favor.

We believe that the allegations in the suits are without merit, and Terex, its directors and the named executives will continue to vigorously defend against them. We believe that we have acted, and continue to act, in compliance with federal securities laws and ERISA law with respect to these matters. Accordingly, on November 19, 2010, we filed a motion to dismiss the ERISA lawsuit and on January 18, 2011 we filed a motion to dismiss the securities lawsuit. These motions are currently in the briefing stage and pending before the court. The plaintiff in the stockholder derivative lawsuit has agreed with us to put this lawsuit on hold pending the outcome of the motion to dismiss in connection with the securities lawsuit.

Post-Closing Dispute with Bucyrus

We are involved in a dispute with Bucyrus regarding the calculation of the value of the net assets of the Mining business. Bucyrus has provided us with their calculation of the net asset value of the Mining business, which seeks a payment of approximately $149 million from us to Bucyrus. We believe that the Bucyrus calculation of the net asset value is incorrect and not in accordance with the terms of the definitive agreement. We have objected to Bucyrus' calculation and have provided Bucyrus with our own calculation of the net asset value, which does not require any payment from the Company to Bucyrus. We initiated a court proceeding on October 29, 2010 in the Supreme Court of the State of New York, County of New York, to enforce and protect our rights under the definitive agreement for the Mining business sale. The process for calculating the value of the net assets of the Mining business is pending the final adjudication of this court proceeding. We believe our calculation of the net asset value, which does not require any payment from the Company to Bucyrus, is correct and do not currently believe we will be required to make a future payment to Bucyrus. Therefore, we have not included the effects of the Bucyrus claim in the determination of the gain recognized in connection with the sale. While we believe Bucyrus' position is without merit and we are vigorously opposing it, no assurance can be given as to the final resolution of this dispute or that we will not ultimately be required to make a substantial payment to Bucyrus.

Powerscreen Patent Infringement Lawsuit

On December 6, 2010, we received an adverse jury verdict in the amount of approximately $16 million in a patent infringement lawsuit brought against Powerscreen International Distribution Limited (“Powerscreen”) and Terex by Metso Minerals Inc. (“Metso”) in the United States District Court for the Eastern District of New York. Metso has made a motion to also receive attorneys' fees and pre- and post-judgment interest and to receive treble damages on all such amounts. The lawsuit involved the claim by Metso that the folding side conveyor of Powerscreen screening plants violates a patent held by Metso in the United States.  We do not agree that the accused Powerscreen mobile screening plants or their folding conveyor infringe the subject patent held by Metso. These types of patent cases are very complex and we strongly believe that the verdict is contrary to both the law and the facts. As of the date of this filing, post-trial motions are pending and final judgment has not been entered. Upon entry of final judgment, we intend to appeal the verdict and believe that we will ultimately prevail on appeal. This verdict only relates to certain models of Powerscreen mobile screening plants with the alleged infringing folding side conveyor design sold in the United States. An injunction has also been issued preventing us from marketing or selling the alleged infringing folding side conveyor in the United States. As a result, we are now selling the affected models of Powerscreen mobile screening plants with a new design. We do not expect this verdict will have a material impact on our consolidated business or overall operating results. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in us incurring significant liabilities, which could have a material adverse effect on our results of operations.

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RECENT ACCOUNTING PRONOUNCEMENTS

In October 2009, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements”, which amended Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.”  This guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how to allocate the consideration to each unit of accounting.  In an arrangement with multiple deliverables, the delivered item(s) shall be considered a separate unit of accounting if the delivered items have value to the customer on a stand-alone basis.  Items have value on a stand-alone basis if they are sold separately by any vendor or the customer could resell the delivered items on a stand-alone basis and if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor.

Arrangement consideration shall be allocated at the inception of the arrangement to all deliverables based on their relative selling price, except under certain circumstances such as items recorded at fair value and items not contingent upon the delivery of additional items or meeting other specified performance conditions.  The selling price for each deliverable shall be determined using vendor specific objective evidence (“VSOE”) of selling price, if it exists, otherwise third-party evidence of selling price.  If neither VSOE nor third-party evidence exists for a deliverable, then the vendor shall use its best estimate of the selling price for that deliverable.  This guidance eliminates the use of the residual value method for determining allocation of arrangement consideration and it allows for the use of an entity's best estimate to determine the selling price if VSOE and third-party evidence cannot be determined.  It also requires additional disclosures such as the nature of the arrangement, certain provisions within the arrangement, significant factors used to determine selling prices and the timing of revenue recognition related to the arrangement.  This guidance is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted.  Adoption of this guidance did not have a significant impact on the determination or reporting of our financial results.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measurements and Disclosures.”  This amendment requires new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation of activity for Level 3 fair value measurements.  It also clarified guidance related to determining the appropriate classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair value.  This guidance with respect to Level 3 fair value measurements is effective for us in our interim and annual reporting periods beginning after December 15, 2010.  Adoption of this guidance did not have a significant impact on the determination or reporting of our financial results.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations.” The amendments in this update clarify the acquisition date that should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments that are directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The effects of this guidance will depend on any future acquisitions we may complete.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which amended ASC 820, “Fair Value Measurements and Disclosures.” This guidance addresses efforts to achieve convergence between U.S. GAAP and International Financial Reporting Standards (“IFRS”) requirements for measurement of and disclosures about fair value. The amendments are not expected to have a significant impact on companies applying U.S. GAAP. Key provisions of the amendment include: a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity's net exposure to the group; an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This guidance is effective for us in our interim and annual reporting periods beginning after December 15, 2011. We are currently evaluating the impact that adoption of the guidance will have on the determination and reporting of our financial results.

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In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, we must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on our consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, The FASB issued ASU 2011-08, “Intangibles - Goodwill and Other (Topic 350), ” (“ASU 2011-08”) allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. We elected to early adopt this accounting guidance at the beginning of our fourth quarter of 2011 on a prospective basis for goodwill impairment tests. We anticipate that the adoption of this standard will not have a significant impact on the determination or reporting of our financial results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that exist as part of our ongoing business operations and we use derivative financial instruments, where appropriate, to manage these risks.  As a matter of policy, we do not engage in trading or speculative transactions.  For further information on accounting policies related to derivative financial instruments, refer to Note I – “Derivative Financial Instruments” in our Condensed Consolidated Financial Statements.

Foreign Exchange Risk

We are exposed to fluctuations in foreign currency cash flows related to third-party purchases and sales, intercompany product shipments and intercompany loans.  We are also exposed to fluctuations in the value of foreign currency investments in subsidiaries and cash flows related to repatriation of these investments.  Additionally, we are exposed to volatility in the translation of foreign currency earnings to U.S. Dollars.  Primary exposures include the U.S. Dollar when compared to functional currencies of our major markets, which include the Euro and British Pound. We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to partially offset anticipated exposures.  At September 30, 2011, we had foreign exchange contracts with a notional value of $566.1 million.  The fair market value of these arrangements, which represents the cost to settle these contracts, was a net gain of $4.2 million at September 30, 2011.

At September 30, 2011, we performed a sensitivity analysis on the effect that aggregate changes in the translation effect of foreign currency exchange rate changes would have on our operating (loss) income.  Based on this sensitivity analysis, we have determined that a change in the value of the U.S. dollar relative to currencies outside the U.S. by 10% to amounts already incorporated in the financial statements for the three months ended September 30, 2011 would not have had a significant impact on the translation effect of foreign currency exchange rate changes already included in our reported operating loss for the period.

Interest Rate Risk

We are exposed to interest rate volatility with regard to future issuances of fixed rate debt and existing issuances of variable rate debt.  Primary exposure includes movements in the U.S. prime rate and LIBOR. We manage interest rate risk by incurring a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain an ongoing balance between floating and fixed rates on this mix of indebtedness using interest rate swaps when necessary.  At September 30, 2011, approximately 37% of our debt was floating rate debt and the weighted average interest rate for all debt was approximately 6.38%.

Certain of our obligations, including our senior subordinated notes, bear interest at a fixed interest rate. In November 2007, we entered into an interest rate agreement to convert $400 million of the principal amount of our 8% Notes to floating rates. The floating rate is based on a spread of 2.81% over LIBOR.  At September 30, 2011, the floating rate was 3.10%.

At September 30, 2011, we performed a sensitivity analysis for our derivatives and other financial instruments that have interest rate risk.  We calculated the pretax earnings effect on our interest sensitive instruments.  Based on this sensitivity analysis, we have determined that an increase of 10% in our average floating interest rates at September 30, 2011 would have increased interest expense by approximately $1 million for the six months ended September 30, 2011.

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Commodities Risk

Principal materials and components that we use in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, electric controls and motors, and a variety of other commodities and fabricated or manufactured items. Extreme movements in the cost and availability of these materials and components may affect our financial performance. Input costs continue to be a challenge, particularly in AWP and in our truck business in Construction where tires have been an issue. Component availability is still impacting us, particularly certain of our Construction businesses, although this was less prevalent in the third quarter than earlier in the year.

In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available. Current and potential suppliers are evaluated on a regular basis on their ability to meet our requirements and standards. We actively manage our material supply sourcing, and may employ various methods to limit risk associated with commodity cost fluctuations and availability. The inability of suppliers, especially any single source suppliers for a particular business, to deliver materials and components promptly could result in production delays and increased costs to manufacture our products. We have designed and implemented plans to mitigate the impact of these risks by using alternate suppliers, expanding our supply base to include Asian suppliers, leveraging our overall purchasing volumes to obtain favorable quantities and developing a closer working relationship with key suppliers. We continue to search for acceptable alternative supply sources and less expensive supply options on a regular basis, including improving the globalization of our supply base and using suppliers in China and India. One key Terex initiative has been developing and implementing improved capability in supply chain management, logistics and global purchasing. We are focusing on gaining efficiencies with suppliers based on our global purchasing power and resources.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure.  In connection with the preparation of this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our management, including the CEO and CFO, as of September 30, 2011, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) under the Exchange Act.  Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2011.

(b) Changes in Internal Control Over Financial Reporting

As a result of the acquisition of Demag Cranes AG, there were changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Such changes included, interfacing the financial systems of Demag Cranes AG with our systems and implementing procedures to convert the financial results of Demag Cranes from International Financial Reporting Standards to U.S. Generally Accepted Accounting Principles. We are continuing to augment our existing controls to reflect the risks inherent in an acquisition of this magnitude and complexity.

In the three months ended September 30, 2010, we continued our implementation of an integrated suite of enterprise software at multiple locations involving one of our businesses as part of a multi-year global implementation program. The implementation has involved changes to certain processes and related internal controls over financial reporting. We have reviewed the system and the controls affected and made appropriate changes as necessary.

Except as described above, there were no other changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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The effectiveness of any system of controls and procedures is subject to certain limitations, and, as a result, there can be no assurance that our controls and procedures will detect all errors or fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be attained.

PART II.                 OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in certain claims and litigation arising in the ordinary course of business, which are not considered material to our financial operations or cash flow.  For information concerning litigation and other contingencies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Contingencies and Uncertainties.”

Item 1A. Risk Factors

The risk factors presented below entitled “We may face limitations on our ability to integrate acquired businesses, including the recent acquisition of Demag Cranes AG” and “We have a significant amount of debt outstanding and must comply with restrictive covenants in our debt agreements” update and replace the risk factors entitled “We may face limitations on our ability to integrate acquired businesses” and “We have debt outstanding and must comply with restrictive covenants in our debt agreements,” respectively, disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010. There have been no other material changes to our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010.

We may face limitations on our ability to integrate acquired businesses, including the recent acquisition of Demag Cranes AG.

From time to time, we engage in strategic transactions involving risks, including the possible failure to successfully integrate and realize the expected benefits of such transactions, and we anticipate making additional acquisitions in the future.  On August 16, 2011, we acquired approximately 81% of the outstanding shares of Demag Cranes AG, bringing our ownership total to approximately 82%. Our ability to realize the anticipated benefits of the purchase, including the expected combination benefits, will depend, to a large extent, on our ability to integrate the businesses of both companies.  A full integration of the companies will not be possible until a domination and profit and loss transfer agreement is put in place or we acquire the remaining shares of Demag Cranes AG, which could take a significant amount of time to occur.

The management of both companies will be required to devote significant attention and resources to the integration process, which may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits we expect. The risks associated with the Demag Cranes AG acquisition and our other past or future acquisitions include:

• the business culture of the acquired business may not match well with our culture;

• technological and product synergies, economies of scale and cost reductions may not occur as expected;

• we may acquire or assume unexpected liabilities;

• faulty assumptions may be made regarding the integration process;

• unforeseen difficulties may arise in integrating operations and systems;

• we may fail to retain, motivate and integrate key management and other employees of the acquired business;

• higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies in any jurisdiction in which the acquired business conducts its operations; and

• we may experience problems in retaining customers and integrating customer bases.

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The successful integration of any previously acquired or newly acquired business also requires us to implement effective internal control processes in these acquired businesses.  While we believe we have successfully integrated acquisitions to date, we cannot ensure that previously acquired or newly acquired companies will operate profitably, that the intended beneficial effect from these acquisitions will be realized and that we will not encounter difficulties in implementing effective internal control processes in these acquired businesses, particularly when the acquired business operates in foreign jurisdictions and/or was privately owned.  See the risk factor entitled “We must comply with an injunction and related obligations resulting from the settlement of an SEC investigation” for additional consequences if we were to commit a violation of the reporting and internal control provisions of the federal securities laws.  In addition, to the extent that we are seeking acquisitions in machinery and industrial businesses that are significantly different from our existing operations, there will be added risks and challenges for managing and integrating these businesses.  Further, we may need to consolidate or restructure our acquired or existing facilities, which may require expenditures related to reductions in workforce and other charges resulting from the consolidations or restructurings, such as the write-down of inventory and lease termination costs. Any of the foregoing could adversely affect our business and results of operations.

Many of these factors will be outside of the combined company's control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy.  If we fail to achieve the anticipated benefits of the Demag Cranes AG acquisition, this could have an adverse effect on the market price of our common stock.

On August 16, 2011, we paid approximately $1.1 billion to acquire approximately 81% of the shares of Demag Cranes AG. While we believe that cash generated from operations, together with access to our bank credit facilities and cash on hand, provide adequate liquidity to continue our internal operating initiatives and meet our operating and debt service requirements, no assurance can be given that we will have enough cash to fund our liquidity needs. If our cash flows are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness.

Failure to implement our acquisition strategy, including successfully integrating acquired businesses, could have an adverse effect on our business, financial condition and results of operations. 

We have a significant amount of debt outstanding and must comply with restrictive covenants in our debt agreements.

We entered into a new credit agreement to provide for additional new secured term loans of $460.1 million and €200 million and $500 million of revolving credit facilities to fund a portion of the purchase price for Demag Cranes AG and to support our future working capital needs and capital expenditure plan. See Note M - “Long-Term Obligations” to our September 30, 2011 Condensed Consolidated Financial Statements for additional information on the new credit agreement.

Our total long-term debt at September 30, 2011 was $2,316.6 million, which means that our borrowings under our new credit agreement will represent significantly increased aggregate debt levels for us. Our ability to make required payments of principal and interest on our increased debt levels will depend on future performance of our combined businesses, which, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, both our new and our existing credit agreement contains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial covenants, increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants. Our failure to comply with such covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all our indebtedness or otherwise have a material adverse effect on our financial position, results of operation and debt service capability.

Our increased level of debt and the financial and restrictive covenants contained in our new credit agreement could have important consequences on our financial position and results of operations, including increasing our vulnerability to increases in interest rates because debt under our new credit agreement bears interest at variable rates.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable

(b) Not applicable

(c) Not applicable

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Removed and Reserved

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The exhibits set forth on the accompanying Exhibit Index have been filed as part of this Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TEREX CORPORATION

(Registrant)

Date:	November 3, 2011	/s/ Phillip C. Widman
		Phillip C. Widman
		Senior Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

Date:	November 3, 2011	/s/ Mark I. Clair
		Mark I. Clair
		Vice President, Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

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EXHIBIT INDEX

3.1	Restated Certificate of Incorporation of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form S-1 Registration Statement of Terex Corporation, Registration No. 33-52297).
3.2	Certificate of Elimination with respect to the Series B Preferred Stock (incorporated by reference to Exhibit 4.3 of the Form 10-K for the year ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
3.3	Certificate of Amendment to Certificate of Incorporation of Terex Corporation dated September 5, 1998 (incorporated by reference to Exhibit 3.3 of the Form 10-K for the year ended December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
3.4	Certificate of Amendment of the Certificate of Incorporation of Terex Corporation dated July 17, 2007 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated July 17, 2007 and filed with the Commission on July 17, 2007).
3.5	Amended and Restated Bylaws of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated March 4, 2008 and filed with the Commission on March 10, 2008).
4.1	Indenture, dated July 20, 2007, between Terex Corporation and HSBC Bank USA, National Association, as Trustee, relating to senior debt securities (incorporated by reference to Exhibit 4.1 of the Form S-3 Registration Statement of Terex Corporation, Registration No. 333-144796).
4.2	Indenture, dated July 20, 2007, between Terex Corporation and HSBC Bank USA, National Association, as Trustee, relating to subordinated debt securities (incorporated by reference to Exhibit 4.2 of the Form S-3 Registration Statement of Terex Corporation, Registration No. 333-144796).
4.3	Supplemental Indenture, dated November 13, 2007, between Terex Corporation and HSBC Bank USA, National Association relating to 8% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated November 13, 2007 and filed with the Commission on December 14, 2007).
4.4	Supplemental Indenture, dated June 3, 2009, between Terex Corporation and HSBC Bank USA, National Association relating to 10-7/8% Senior Notes Due 2016 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 3, 2009 and filed with the Commission on June 8, 2009).
4.5	Second Supplemental Indenture, dated June 3, 2009, between Terex Corporation and HSBC Bank USA, National Association relating to 4% Convertible Senior Subordinated Notes Due 2015 (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 3, 2009 and filed with the Commission on June 8, 2009).
4.6	Supplemental Indenture, dated as of February 7, 2011, to the Supplemental Indenture dated as of June 3, 2009 to the Senior Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 10.875% Senior Notes due 2016 (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
4.7	Supplemental Indenture, dated as of February 7, 2011, to the Supplemental Indenture dated as of November 13, 2007 to the Subordinated Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 8% Senior Subordinated Notes due 2017 (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
4.8	Supplemental Indenture, dated as of February 7, 2011, to the Second Supplemental Indenture dated as of June 3, 2009 to the Subordinated Debt Indenture dated as of July 20, 2007, with HSBC Bank USA, National Association as Trustee relating to the 4% Convertible Senior Subordinated Notes due 2015 (incorporated by reference to Exhibit 4.3 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 7, 2011 and filed with the Commission on February 10, 2011).
10.1	Terex Corporation Amended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended June 30, 2007 of Terex Corporation, Commission File No. 1-10702).
10.2	1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form S-8 Registration Statement of Terex Corporation, Registration No. 333-03983).

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10.3	Amendment No. 1 to 1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form 10-K for the year ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).
10.4	Amendment No. 2 to 1996 Terex Corporation Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 of the Form 10-K for the year ended December 31, 1999 of Terex Corporation, Commission File No. 1-10702).
10.5	Terex Corporation 1999 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Form 10-Q for the quarter ended March 31, 2000 of Terex Corporation, Commission File No. 1-10702).
10.6	Terex Corporation Amended and Restated 2000 Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
10.7	Form of Restricted Stock Agreement under the Terex Corporation 2000 Incentive Plan between Terex Corporation and participants of the 2000 Incentive Plan (incorporated by reference to Exhibit 10.4 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 1, 2005 and filed with the Commission on January 5, 2005).
10.8	Form of Option Agreement under the Terex Corporation 2000 Incentive Plan between Terex Corporation and participants of the 2000 Incentive Plan (incorporated by reference to Exhibit 10.5 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 1, 2005 and filed with the Commission on January 5, 2005).
10.9	Terex Corporation Amended and Restated Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.10 of the Form 10-K for the year ended December 31, 2008 of Terex Corporation, Commission File No. 1-10702).
10.10	Summary of material terms of non-CEO 2010 performance targets (incorporated by reference to the Form 8-K Current Report, Commission File No. 1-10702, dated March 3, 2010 and filed with the Commission on March 9, 2010).
10.11	Summary of material terms of CEO 2010 performance targets (incorporated by reference to the Form 8-K Current Report, Commission File No. 1-10702, dated March 18, 2010 and filed with the Commission on March 22, 2010).
10.12	Terex Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.11 of the Form 10-Q for the quarter ended June 30, 2004 of Terex Corporation, Commission File No. 1-10702).
10.13	Amendment to the Terex Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
10.14	Terex Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
10.15	Amendment to the Terex Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated December 12, 2008 and filed with the Commission on December 16, 2008).
10.16	Summary of material terms of Terex Corporation Outside Directors' Compensation Program (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated November 23, 2010 and filed with the Commission on November 30, 2010).
10.17	Terex Corporation Amended and Restated 2009 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated May 12, 2011 and filed with the Commission on May 17, 2011).
10.18	Amended and Restated Credit Agreement dated as of August 5, 2011, among Terex Corporation, certain of its subsidiaries, the Lenders named therein and Credit Suisse AG, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated August 5, 2011 and filed with the Commission August 10, 2011).
10.19	Guarantee and Collateral Agreement dated as of August 11, 2011, among Terex Corporation, certain of its subsidiaries, and Credit Suisse AG, as Collateral Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated August 11, 2011 and filed with the Commission August 16, 2011).

70

10.20	Credit Facility Agreement dated November 18, 2010, among Demag Cranes AG, certain of its subsidiaries, the Lenders named therein and Unicredit Bank AG, London Branch, as Facility Agent.*
10.21	Waiver Letter dated June 16, 2011 amending the Credit Facility Agreement dated November 18, 2010, among Demag Cranes AG, certain of its subsidiaries, the Lenders named therein and Unicredit Bank AG, London Branch, as Facility Agent.*
10.22	Asset and Stock Purchase Agreement dated as of December 20, 2009, between Terex Corporation and Bucyrus International, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 15, 2010 and filed with the Commission on January 19, 2010).
10.23	Equity Agreement dated as of January 15, 2010, between Terex Corporation and Bucyrus International, Inc. (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated January 15, 2010 and filed with the Commission on January 19, 2010).
10.24	Stockholders Agreement dated as of February 19, 2010, between Terex Corporation and Bucyrus International, Inc. (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated February 19, 2010 and filed with the Commission on February 25, 2010).
10.25	Business Combination Agreement dated June 16, 2011, among Terex Corporation, Terex Industrial Holding AG and Demag Cranes AG (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated June 16, 2011 and filed with the Commission on June 21, 2011).
10.26	Amended and Restated Employment and Compensation Agreement, dated October 14, 2008, between Terex Corporation and Ronald M. DeFeo (incorporated by reference to Exhibit 10.5 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 14, 2008 and filed with the Commission on October 17, 2008).
10.27	Life Insurance Agreement, dated as of October 13, 2006, between Terex Corporation and Ronald M. DeFeo (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated October 13, 2006 and filed with the Commission on October 16, 2006).
10.28	Form of Change in Control and Severance Agreement between Terex Corporation and certain executive officers (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No. 1-10702, dated March 29, 2011 and filed with the Commission on March 31, 2011).
10.29	Form of Change in Control and Severance Agreement between Terex Corporation and certain executive officers (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No. 1-10702, dated March 29, 2011 and filed with the Commission on March 31, 2011).
12	Calculation of Ratio of Earnings to Fixed Charges. *
31.1	Chief Executive Officer Certification pursuant to Rule 13a-14(a)/15d-14(a). *
31.2	Chief Financial Officer Certification pursuant to Rule 13a-14(a)/15d-14(a). *
32	Chief Executive Officer and Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002. *
101.INS	XBRL Instance Document. **
101.SCH	XBRL Taxonomy Extension Schema Document. **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. **

*	Exhibit filed with this document.
**	Exhibit furnished with this document.

71

EX-10.20

Execution copy

Dated 18 November 2010

DEMAG CRANES AG

(as Parent)

UniCredit Bank AG

(as Coordinating Bookrunner and Mandated Lead Arranger)

Deutsche Bank AG

Société Générale Corporate & Investment Banking

and

WestLB AG

(as Bookrunners and Mandated Lead Arrangers)

Helaba Landesbank Hessen-Thüringen Girozentrale

and

SEB AG

(as Lead Arrangers)

with

UNICREDIT BANK AG, LONDON BRANCH

(as Facility Agent)

______________________________

EURO 350 million

CREDIT FACILITY AGREEMENT

______________________________

CONTENTS

Clause Page

1.	INTERPRETATION	1
2.	THE FACILITIES	21
3.	PURPOSE	23
4.	CONDITIONS PRECEDENT	24
5.	UTILISATION OF REVOLVING FACILITY	24
6.	UTILISATION OF LG FACILITY	27
7.	LETTERS OF GUARANTEE	29
8.	COUNTER-INDEMNITIES, COUNTER-GUARANTEES AND OTHER DOCUMENTARY
	CREDIT MATTERS	31
9.	ANCILLARY FACILITIES	35
10.	CURRENCIES AND PAYMENTS	37
11.	REPAYMENT	38
12.	PREPAYMENT AND CANCELLATION	40
13.	INTEREST	42
14.	TERMS	44
15.	MARKET DISRUPTION	45
16.	TAXES	46
17.	INCREASED COSTS	48
18.	MITIGATION	48
19.	PAYMENTS	49
20.	GUARANTEE	51
21.	REPRESENTATIONS	55
22.	UNDERTAKINGS	58
23.	FINANCIAL COVENANTS	67
24.	DEFAULT	67
25.	THE ADMINISTRATIVE PARTIES	71
26.	EVIDENCE AND CALCULATIONS	75
27.	FEES	76

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28.	INDEMNITIES AND BREAK COSTS	77
29.	EXPENSES	79
30	AMENDMENTS AND WAIVERS	79
31.	CHANGES TO THE PARTIES	81
32.	DISCLOSURE OF INFORMATION	88
33.	SET-OFF	89
34.	PRO RATA SHARING	89
35.	SEVERABILITY	90
36.	COUNTERPARTS	90
37.	NOTICES	90
38	CONCLUSION OF THIS AGREEMENT	93
39.	CONFIRMATION PURSUANT TO GERMAN MONEY LAUNDERING ACT
	(GELDWÄSCHEGESETZ)	94
40.	LANGUAGE	94
41.	GOVERNING LAW	94
42.	JURISDICTION	94

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THIS AGREEMENT is dated 18 November 2010

BETWEEN:

(1) DEMAG CRANES AG, a company incorporated under the laws of Germany registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Duesseldorf under HRB 54517 (the “Parent”);

(2) THE PERSONS listed in Part 2 of Schedule 1 (Original Borrowers) as original borrowers (in this capacity, the “Original Borrowers”)

(3) THE PERSONS listed in Part 3 of Schedule 1 (Original Guarantors) as original guarantors (in this capacity, the “Original Guarantors”);

(4) UniCredit Bank AGas coordinating bookrunner and mandated lead arranger (in this capacity, the “Coordinating Bookrunner and Mandated Lead Arranger”);

(5) Deutsche Bank AG, Société GénéraleCorporate & Investment BankingandWestLB AGas bookrunners and mandated lead arrangers (in this capacity, the “Bookrunners and Mandated Lead Arrangers”);

(6) Helaba Landesbank Hessen-Thüringen GirozentraleandSEB AGas lead arrangers(in this capacity, the “Lead Arrangers” and together with the Coordinating Bookrunner and Mandated Lead Arranger and the Bookrunners and Mandated Lead Arrangers, the “Arrangers”);

(7) THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 (Original Lenders) as original lenders (the “Original Lenders”); and

(8) UNICREDIT BANK AG, LONDON BRANCH as facility agent (in this capacity, the “Facility Agent”).

IT IS AGREED as follows:

1.    INTERPRETATION

1.1    Definitions

In this Agreement:

“Acceptable Bank” means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB+ or higher by Standard & Poor's or Fitch IBCA or Baa1 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency; or

(b) any other bank or financial institution approved by the Facility Agent (acting on the instructions of the Majority Lenders).

“Accounting Date” means each of 31st March, 30th June, 30th September and 31st December.

“Additional Borrower” means a member of the Group which becomes a Borrower in accordance with Clause 31.9 (Additional Borrowers).

“Additional Guarantor” means a member of the Group which becomes a Guarantor after the date of this Agreement in accordance with Clause 31.10 (Additional Guarantors).

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“Administrative Party” means a Arranger, a Documentary Credit Bank or the Facility Agent.

“Advance” means the principal amount of each borrowing under this Agreement from the Revolving Facility Commitments.

“Affiliate” means a Subsidiary or a Holding Company of a person, or any other Subsidiary of that Holding Company.

“Agent's Spot Rate of Exchange” means the Facility Agent's spot rate of exchange for the purchase of the relevant currency in the European foreign exchange market with Euros at or about 11.00 a.m. Munich time on a particular day.

“Ancillary Bank” means any Lender which becomes an Ancillary Bank by the operation of Clause 9 (Ancillary Facilities).

“Ancillary Commitment” means in relation to an Ancillary Bank, the maximum principal amount permitted to be made available by that Ancillary Bank under its Ancillary Facility (which shall not, in any event, exceed the Revolving Commitment of the relevant Ancillary Bank) to the extent not cancelled, terminated or reduced under this Agreement and/or the relevant Ancillary Documents.

“Ancillary Documents” means the documents and other instruments pursuant to which an Ancillary Facility is made available and the Ancillary Outstandings thereunder are evidenced.

“Ancillary Facility” means an Ancillary Facility established pursuant to Clause 9 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time in relation to any Ancillary Bank, the aggregate in Euros (as calculated by such Ancillary Bank in accordance with its usual banking practice) of all of the following amounts outstanding at such time under the Ancillary Facility of such Ancillary Bank then in force:

(a) all amounts of principal then outstanding under any overdraft, cheque drawing or other current account facilities determined on the same basis (whether net or gross) as that for determination of any limit on such facilities imposed by the terms thereof;

(b) the maximum potential liability (excluding amounts stated to be in respect of interest) under all guarantees, bonds and letters of credit then outstanding under any guarantee, bond, letter of credit or acceptance facilities comprised in the Ancillary Facility; and

(c) in respect of any other facility or financial accommodation, such other amount as fairly represents the aggregate exposure of that Ancillary Bank with respect thereto under its Ancillary Facility,

in each case as reasonably determined by that Ancillary Bank from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

“Approved Lender” means a bank, trust or financial institution or other entity named on the list agreed between the Arrangers and the Obligors' Agent from time to time, in relation to which the agreement of the Obligors' Agent to the addition of further entities to such list is not to be unreasonably withheld.

“Available Commitment” means, in relation to a Facility, a Lender's Commitment under that Facility minus (save as set out below after paragraph (d)):

(a) in the case of the Revolving Facility the Euro Amount of its participation in any outstanding Utilisations under that Facility and the Base Currency Amount of the aggregate of its Ancillary Commitments; and

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(b) in the case of the L/G Facility, the Euro Amount of any outstanding L/Gs issued by such Lender; and

(c) in the case of the Revolving Facility, in relation to any proposed Utilisation, the Euro Amount of its participation in any other Utilisations that are due to be made under the Revolving Facility on or before the proposed Utilisation Date and the Euro Amount of its Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date; and

(d) in the case of the L/G Facility, in relation to any proposed Utilisation, the Euro Amount of any L/Gs that are due to be issued by such Lender on or before the proposed Utilisation Date.

For the purposes of calculating a Lender's Available Commitment in relation to any proposed Utilisation, the following amounts shall not be deducted from a Lender's Commitment under the relevant Facility:

(i) that Lender's participation in any Utilisation issued by that Lender that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii) that Lender's Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling one month prior to the Final Maturity Date.

“Basel II Framework” means the framework for measuring the capital adequacy of banks in the form set out, in relation to each individual Lender, in the paper entitled “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement as implemented in local law, legislation, regulations or rules applicable to that Lender or any of its Affiliates.

“Borrower” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with this Agreement and, in respect of an Ancillary Facility only, any Affiliate of a Borrower that becomes a borrower of that Ancillary Facility with the approval of the relevant Lender pursuant to the provisions of Clause 9.4 (Affiliates of Borrowers).

“Break Costs” means the amount (if any) which a Lender is entitled to receive under this Agreement pursuant to Clause 28.3 (Break Costs).

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, Munich and Duesseldorf and:

(a) if on that day a payment in or a purchase of a currency (other than Euro) is to be made, the principal financial centre of the country of that currency; or

(b) if on that day a payment in or a purchase of Euro is to be made, a day which is also a TARGET Day; or

(c) if on that day a Documentary Credit or L/G is to be issued, the principal financial centre of the country of the relevant Documentary Credit Bank or, as the case may be, Issuing Bank.

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“Business Plan” means the business plan of the Group, comprising the combined projected balance sheets, cashflow projections and projected profit and loss accounts, in the agreed form for the period from 2010 to 2015 inclusive and prepared on a combined basis, reviewed by Deloitte & Touche.

“Change of Control” means:

(a) any person or group of persons acting in concert becoming the holders of more than 50 per cent of the issued share capital of the Parent, where for the purpose of calculating such level, that part of the share capital of the Parent that carries no voting rights (Stimmrechtslose Vorzugsaktien) shall not be included in the determination of the relevant percentage; and “acting in concert” shall have the meaning given to it in Section 30 para. (2) of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz); or

(b) a domination agreement (Beherrschungsvertrag) or profit and loss pooling agreement (Gewinnabführungsvertrag) between the Parent as a controlled company (abhängiges Unternehmen) and a third party as controlling company (herrschendes Unternehmen) entering into effect.

“Commitment” means a Revolving Facility Commitment or L/G Facility Commitment.

“Consolidated Cash and Cash Equivalents” means, at any time:

(a) cash in hand or on deposit;

(b) bonds, notes or open market commercial paper:

(i) which mature within one year after the relevant date of calculation; and

(ii) which have a short-term credit rating of either A-1 by Standard & Poor's or Fitch IBCA or P-1 by Moody's, or, if no short-term rating is available, the issuer of which has, in respect of its long-term debt obligations, an equivalent rating;

(c) Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an acceptable bank;

(d) securities issued in money market funds where:

(i) those securities are acquired on terms that they will be acquired or re acquired by a third party within one year or not more than three months after demand; and

(ii) the relevant third party has a short term credit rating of A-1 by Standard & Poor's or Fitch IBCA or P-1 by Moody's or, if no short term rating is available in respect of that third party, an equivalent rating in respect of its long term debt obligations; or

(e) securities issued by, or unconditionally guaranteed by, the government of any of the United States, any member state of the European Union as constituted at 1 January 2004 or any member state of the European Union as constituted at the Signing Date in relation to a member of the Group incorporated or established in that jurisdiction only or issued by any agency thereof and, as the case may be, guaranteed by or backed by the full faith and credit of the government of any such state, in each case maturing within one year of the date of acquisition;

(f) any other instrument, security or investment approved by the Majority Lenders,

in each case, to which any member of the Group is beneficially entitled at that time.

- 4 -

“Compliance Certificate” means a certificate substantially in the form of Schedule 7 (Form of Compliance Certificate) setting out, among other things, calculations of the financial covenants.

“Consolidated EBITDA” means, in respect of the relevant Measurement Period, the consolidated income from operations of the Group for such period:

(a) before any deduction of corporation tax or other taxes on income or gains;

(b) before any deduction for Consolidated Net Interest Payable;

(c) excluding any items (positive or negative) of a one-off, non-recurring, extraordinary or exceptional nature, including restructuring and related costs and costs related to the financing of the Facilities;

(d) after deducting (to the extent otherwise included) the amount of profit (or adding back the loss) of any member of the Group (other than the Parent) which is attributable to any third party (not being a member of the Group) which is a shareholder in such member of the Group;

(e) after deducting (to the extent otherwise included) any gain over book value arising in favour of a member of the Group on the disposal of any asset (not being any disposals made in the ordinary course of trading) during such Measurement Period and any gain arising on any revaluation of any asset during such Measurement Period;

(f) after adding back (to the extent otherwise deducted) any loss against book value incurred by a member of the Group on the disposal of any asset (not being any disposals made in the ordinary course of trading) during such Measurement Period and any loss arising on any revaluation of any asset during such Measurement Period;

(g) after adding back (to the extent not otherwise included) the amount of any dividends or other profit distributions (net of withholding tax) received in cash by any member of the Group during such Measurement Period from companies which are not members of the Group, and after deducting (to the extent not otherwise deducted) the amount of any dividends or other profit distributions paid in cash by any member of the Group during such Measurement Period to companies which are not members of the Group;

(h) after adding back (to the extent otherwise deducted) any depreciation of fixed assets or amortisation of goodwill or intangible assets during such Measurement Period;

(i) after adding back (to the extent otherwise deducted) any non-cash charge arising as a result of the matching stock program during such Measurement Period;

and (aa) including the EBITDA of any entity or business acquired during such period and, in relation to paragraph (e) of the definition of “Permitted Acquisition” only, any Pro Forma Adjustment projected on account of the acquisition of any acquired entity or business and (bb) excluding the EBITDA of any entity or business disposed of during such period.

“Consolidated Financial Indebtedness” means, at any time, the aggregate principal amount of the Financial Indebtedness of all members of the Group at that time.

- 5 -

“Consolidated Interest Payable” means in relation to a Measurement Period all interest charges, periodic financing charges and charges in the nature of interest, including acceptance commission, commitment fee, guarantee fee, fronting fee and the interest element of rental payments and of payments under finance or capital leases (whether, in each case, paid, payable or capitalised), incurred by any member of the Group in effecting, servicing or maintaining Consolidated Financial Indebtedness during that Measurement Period.

“Consolidated Net Financial Indebtedness” means at any time the aggregate of (i) all Financial Indebtedness of members of the Group other than any falling within paragraph (f) of the definition of Financial Indebtedness, and (ii) the excess (if any) over €35 million of the outstanding liability (actual or contingent) under outstanding advance payment guarantees, minus (iii) the aggregate of Consolidated Cash and Cash Equivalents owned by members of the Group as at the calculation date.

“Consolidated Net Interest Payable” means Consolidated Interest Payable less all financing charges and interest charges received or receivable by all members of the Group during the relevant Measurement Period.

“Default” means an Event of Default or a Potential Event of Default.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in an Advance available or has notified the Agent that it will not make its participation in an Advance available by the Utilisation Date of that Advance in accordance with Clause 5.3(d) (Making of Advances) or has failed to provide cash collateral (or has notified the Documentary Credit Bank that it will not provide cash collateral) in accordance with Clause 8.6 (Cash collateral by Non-Acceptable Documentary Credit Lender);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within 5 Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) (from communicating with other Parties in accordance with the terms of the Finance Documents,

- 6 -

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Documentary Credit” means any letter of credit, guarantee (including counter-guarantees), bond or similar instrument adopted or issued or to be issued pursuant to Clause 5.4 (Issue of Documentary Credits), in each case as varied from time to time.

“Documentary Credit Banks” means any bank which becomes a Documentary Credit Bank pursuant to Clause 8.4 (Change of Documentary Credit Bank) and each one a Documentary Credit Bank.

“Documentary Credit Proportion” means in relation to a Lender in respect of any Documentary Credit, the proportion (expressed as a percentage) borne by that Lender's Available Commitment under the Revolving Facility to the relevant Available Facility immediately prior to the issue of that Documentary Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.

“Environmental Law” means any applicable law in any jurisdiction in which any member of the Group conducts business which imposes obligations upon such Group member relating to the pollution or protection of the environment or harm to or the protection of human health or the health of animals or plants.

“EURIBOR” means, for a Term of any Advance or overdue amount in Euro:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for that Term of that Advance or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the European interbank market,

in each case, as of 11.00 a.m. (Munich time) on the Rate Fixing Day for the offering of deposits in Euro, for a period comparable to that Term.

“Euro” and “€” means the single currency of the Participating Member States.

“Euro Amount of a Utilisation or part of a Utilisation” means:

(a) if the Utilisation is denominated in Euros, its amount; or

(b) in the case of any other Utilisation denominated in an Optional Currency, its equivalent in Euros calculated on the basis of the Agent's Spot Rate of Exchange one Business Day before the Rate Fixing Day for that Term.

“Event of Default” means an event or circumstance specified as such in Clause 24 (Default).

“Exempted Subsidiaries” means, each of (i) Demag Cranes & Components (Pty.) Ltd. (South Africa), a company organised under the laws of the Republic of South Africa and registered with the Companies Registration Office at Pretoria under No. 1958/002113/07, and with its registered address at 60 Atlas Road, Boksburg North, South Africa, and (ii) Demag Cranes & Components Ltda. (Brasil), a company organised under the laws of Brasil, registered with the General Taxpayer Register under registration number 442466350001-49 and having its registered address at Rodovia Raposo Tavares, km 31 Post Office Box  806-0 Zip Code 06703 030 Cotia-São Paulo.

“Existing Facility Agreement” means a EUR 325,000,000 Credit Facility Agreement dated 16 June 2006 (as amended, varied, supplemented, restated or innovated from time to time) between, inter alios, the Parent as Borrower, Bayerische Hypo- und Vereinsbank AG and Commerzbank Aktiengesellschaft as Mandated Lead Arrangers, Bayerische Hypo- und Vereinsbank AG as

- 7 -

Facility Agent (each as defined thereunder), and other parties.

“Existing Instrument” means each letter of credit, guarantee, bond or similar instrument issued by a financial institution which is a Documentary Credit Bank or, as the case may be, an Issuing Bank for the account of any member of the Group prior to the First Utilisation Date and identified in a list (which shall specify the proposed Borrower of each such instrument and otherwise be in a form satisfactory to the Facility Agent) delivered to the Facility Agent no later than 3 Business Days prior to the First Utilisation Date.

“Expiry Date” means the date on which a Documentary Credit or L/G is due to be repaid.

“Facility” means the Revolving Facility or the L/G Facility.

“Facility Office” means the office(s) notified by a Lender to the Facility Agent:

(a) on or before the date it becomes a Lender; or

(b) by not less than five Business Days' notice,

as the office(s) through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter entered into by reference to this Agreement between any of the Administrative Parties or any Issuing Bank and the Obligors' Agent or the Borrowers setting out the amount of certain fees referred to in this Agreement.

“Final Maturity Date” means the fifth anniversary of the date of this Agreement.

“Finance Document” means:

(a) this Agreement;

(b) the Fee Letters;

(c) the Ancillary Documents;

(d) the Hedging Agreements;

(e) any Transfer Certificate;

(f) any Obligor Accession Agreement; and

(g) any other document designated as such by the Facility Agent, the Obligors' Agent and any other Obligor (to the extent party thereto).

“Finance Party” means a Lender or an Administrative Party.

“Financial Indebtedness” means any indebtedness (other than indebtedness owed by one member of the Group to another member of the Group) for and in respect of:

(a) moneys borrowed or raised;

(b) any debenture, bond, note, commercial paper or similar instrument;

(c) any acceptance credit, bill-discounting, note purchase or other similar facility or any dematerialised equivalent;

(d) capital amounts due under any finance leases or the like;

- 8 -

(e) any receivables purchase, factoring or discounting arrangement under which there is recourse in whole or in part to any member of the Group;

(f) amounts due under any currency swap, or interest rate swap or collar arrangement, financial option or any other financial derivative instrument;

(g) any arrangement entered into primarily as a method of raising finance pursuant to which any asset sold or otherwise disposed of by that person is or may be leased to or re-acquired by a member of the Group (whether following the exercise of an option or otherwise); or

(h) redeemable preference shares issued by a member of the Group to a person not a member of the Group where the shares can be required by a person other than a member of the Group to be redeemed on or prior to the date one year after the Final Maturity Date; or

(i) any guarantee, indemnity or other legally binding assurance against financial loss in respect of the indebtedness of any person arising under any transaction or arrangement falling within (a) to (h) above.

“First Utilisation Date” means the date on which the first Utilisation under this Agreement is made.

“Fitch IBCA” means Fitch Ratings Limited or any successor to its rating business.

“GAAP” means (a) in the case of the Parent, IFRS, (b) in the case of each member of the Group (other than those specified in sub-paragraph (a)) the generally accepted accounting principles, standards and practices of the jurisdiction of incorporation of that entity and (c) in all cases, for the purposes of the preparation of management accounts (whether consolidated, unconsolidated or aggregated) of any member of the Group such generally accepted accounting principles, standards and practices as described in (a) and (b), applied to the extent appropriate in the context of preparation of management accounts prepared in accordance with good accounting practice.

“Group” means the Parent and its Subsidiaries.

“Group Structure Chart” means the group structure chart delivered to the Facility Agent pursuant to paragraph 3(d) of Part 1 of Schedule 2.

“Guarantee Fee Rate” means:

(a) in relation to any Documentary Credit for the benefit of financial creditors (Kreditsicherungsgarantie), a rate equal to the Margin applicable from time to time; and

(b) in relation to any other Documentary Credit (a "Non-Financial Documentary Credit") and any L/G, 1.25 per cent. per annum, provided that if at any time, the then current Compliance Certificate (and the financial statements with which it is required by this Agreement to be delivered) received by the Facility Agent discloses that the ratio (the “Ratio”) of Consolidated Net Financial Indebtedness to Consolidated EBITDA for the Measurement Period to which that Compliance Certificate relates is within the ranges set out in the table below the Guarantee Fee Rate in respect of any outstanding Non-Financial Documentary Credits and L/Gs shall be adjusted (upwards or downwards) from the date on which the relevant Compliance Certificate has been received by the Facility Agent to the level set opposite the applicable Ratio in the table:

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Ratio	Guarantee Fee Rate % p.a.
Greater than or equal to 2.25:1	1.85
Less than 2.25:1 but greater than or equal to 1.50:1	1.75
Less than 1.50:1 but greater than or equal to 0.75:1	1.5
Less than 0.75:1	1.25

Provided that:

(i) if the Obligors' Agent fails to deliver any Quarterly Consolidated Accounts by the latest date provided for in Clause 20.2(a)(i), (ii) or (iii) (Financial Information) the Guarantee Fee Rate in respect of any outstanding Non-Financial Documentary Credits and L/Gs shall be the highest rate in relation thereto appearing in the above table until such Quarterly Consolidated Accounts (and any related certificate) are delivered to the Facility Agent; and

(ii) upon the occurrence of an Event of Default and the Facility Agent giving notice thereof to the Obligors' Agent, the Guarantee Fee Rate in respect of any outstanding Non-Financial Documentary Credits and L/Gs shall be the highest rate in relation thereto appearing in the above table until such time as no Event of Default is continuing, whereupon the Guarantee Fee Rate in respect of any outstanding Non-Financial Documentary Credits and L/Gs shall be determined on the basis of the most recently delivered Quarterly Consolidated Accounts.

“Guarantor” means an Original Guarantor or an Additional Guarantor unless it has ceased to be a Guarantor in accordance with this Agreement.

“Hedging Agreement” means any and all interest rate swaps, currency swaps, forward foreign exchange and other hedging agreements in each case entered into by an Obligor with a Lender which are agreed from time to time in writing between the relevant Obligors and the Facility Agent to constitute Hedging Agreements.

“Holding Company” means an entity of which another person is a Subsidiary.

“IBOR” means “LIBOR” or “EURIBOR”.

“IFRS” means International Financial Reporting Standards.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.3(a)(iii) (Increase).

“Increased Cost” means:

(a) an additional or increased cost;

(b) a reduction in the rate of return under a Finance Document or on the overall capital of a Finance Party or its Holding Company; or

(c) a reduction of an amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or its Holding Company but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.

“Insolvency Event” in relation to a Finance Party means that the Finance Party:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

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(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;

(h) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Intellectual Property Rights” means all know-how, patents, trademarks, service marks, designs, business names, domain names, topographical or similar rights, copyrights and other intellectual property rights and any interests (including by way of licence) in any of the foregoing (in each case whether registered or not and including all applications for the same) of any member of the Group.

“Issuing Bank” means each Lender that is a Lender under the L/G Facility provided that in respect of an L/G issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that L/G.

“Issuing Bank's Spot Rate of Exchange” means an Issuing Bank's spot rate of exchange for the purchase of the relevant currency in the European foreign exchange market with Euros at or about 11.00 a.m. Munich time on a particular day.

“Lender” means:

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(a) an Original Lender; or

(b) any person which becomes a Party after the date of this Agreement in accordance with Clause 2.3 (Increase) or Clause 31.3 (Procedure for transfer (Vertragsübernahme)).

“L/G” means a letter of credit or a letter of guarantee (including counter-guarantees) in the form customarily used by the relevant Issuing Bank or any other guarantee, indemnity, letter of credit, documentary or other credit or any other instrument or suretyship in a form requested by a Borrower (or the Parent on its behalf) and agreed by the relevant Issuing Bank.

“L/G Facility” means a letter of guarantee facility made available under this Agreement as described in Clause 2.1(b) (The Facilities).

“L/G Facility Commitment” means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “L/G Facility Commitment” in Part 2 of Schedule 1 (Original Lenders) and the amount of any other L/G Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(b) in relation to any other Lender, the amount of any L/G Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not transferred by it, cancelled, increased or reduced under this Agreement.

“LIBOR” means, for a Term of any Advance or overdue amount:

(a) the applicable Screen Rate; or

(b) if no Screen Rate is available for the relevant currency or Term of that Advance or overdue amount, the arithmetic mean (rounded upward to four decimal places) of the rates, as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

in each case, as of 12.00 noon (Munich time) on the Rate Fixing Day for the offering of deposits in the currency of that Advance or overdue amount for a period comparable to that Term.

“Majority Lenders” means, at any time, Lenders the aggregate of whose Commitments:

(a) represent by value at least 66²/₃ % of the Total Commitments; or

(b) if the Total Commitments have been reduced to zero, represented by value at least 66²/₃ % of the Total Commitments immediately before that reduction.

“Mandatory Cost” means the cost of complying with certain regulatory requirements, expressed as a percentage rate per annum and calculated by the Facility Agent under Schedule 5 (Calculation of the Mandatory Cost).

“Margin” means the percentage rate per annum determined in accordance with Clause 13.3 (Margin).

“Material Adverse Effect” means an event or circumstance which has or would reasonably be expected to have a material adverse effect on:

(a) the ability of the Obligors (taken as a whole) to meet the payment obligations of the Obligors under the Finance Documents or the financial covenants set out in Clause 23 (Financial Covenants); or

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(b) the business, assets (as a whole) or financial condition of the Group taken as a whole; or

(c) the validity or enforceability of the rights and remedies of the Lenders under the Finance Documents.

“Material Subsidiary” means each company identified in the list provided by the Obligors' Agent to the Facility Agent pursuant to paragraph 3(e) of Part 1 of Schedule 2 and:

(a) any Subsidiary of the Parent whose gross assets or earnings before interest, tax, depreciation and amortisation (consolidated in the case of a Subsidiary which itself has Subsidiaries), at any time after the date of this Agreement, exceed five per cent. (5%) of the consolidated gross assets or Consolidated EBITDA at that time of the Group, and for the purposes of the above:

(i) the consolidated gross assets of the Group shall be the consolidated gross assets of the Group ascertained by reference to the latest audited published consolidated accounts of the Parent;

(ii) the gross assets of any Subsidiary shall be the gross assets of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) calculated in accordance with approved accounting standards and ascertained by reference to the accounts of such Subsidiary used in the preparation of the latest audited published consolidated accounts of the Parent; and

(iii) the earnings before interest, tax, depreciation and amortisation of any Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) shall be determined on a basis consistent with the basis for determination of Consolidated EBITDA and ascertained by reference to the accounts of such Subsidiary used in the preparation of the latest audited published consolidated accounts of the Parent,

and for the purposes of the above, gross assets in respect of the Group or any such Subsidiary means the fixed assets and current assets of the Group or that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries), as the case may be; and

(b) a Subsidiary of the Parent to which has been transferred (whether by one transaction or a series of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to those transactions was a Material Subsidiary.

“Maturity Date” in relation to an Advance means the last day of the Term for that Advance.

“Measurement Period” means a period of 12 months ending on an Accounting Date.

“Moody's” means Moody's Investors Service Limited or any successor to its rating business.

“Non-Acceptable Documentary Credit Lender” means a Lender under the Revolving Facility which:

(a) is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each Documentary Credit Bank has agreed is acceptable to it notwithstanding that fact); or

(b) is a Defaulting Lender; or

(c) has failed to make (or has notified the Facility Agent that it will not make) a payment to be made by it under Clause 8.2 (Lender's Counter-guarantee) or Clause 25.11 (Indemnities) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment.

“Obligor” means a Borrower or a Guarantor.

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“Obligor Accession Agreement” means a letter, substantially in the form of Part 2 of Schedule 3 (Form of Obligor Accession Agreement), with such amendments as the Facility Agent may approve.

“Obligors' Agent” means the Parent.

“Optional Currency” means any currency (other than Euros) in which a Utilisation is permitted to be denominated under this Agreement.

“Original Financial Statements” means combined financial statements of the Group for the half year ended 31 March, 2010 (reviewed by Deloitte & Touche), audited combined annual financial statements of the Group for the years ended 30 September 2007, 2008 and 2009 and unconsolidated financial statements of each Obligor (other than in relation to Demag Cranes & Components Corp. and Crane America Services Corp. (the “US Obligors”)) for each such year and the consolidated financial statements of the US Obligors for each such year.

“Outstanding Liability Amount” in relation to any contingent liability under any Ancillary Facility, L/G or Documentary Credit at any time means the maximum amount for which the relevant Ancillary Bank, Issuing Bank or Documentary Credit Bank or the Lenders, as the case may be, could be actually and/or contingently liable thereunder less the aggregate of (i) all amounts thereof repaid or prepaid hereunder or thereunder and (ii) all amounts (if any) paid out by the relevant Ancillary Bank, Issuing Bank or Documentary Credit Bank (or the Lenders) thereunder for which the relevant Ancillary Bank, Issuing Bank or Documentary Credit Bank and/or the Lenders have been reimbursed by the Obligors (whether or not out of the proceeds of an Advance).

“Participating Member State” means a member state of the European Union that adopts or has adopted the Euro as its lawful currency under the legislation of the European Union for Economic Monetary Union.

“Party” means a party to this Agreement.

“Permitted Acquisition” means the acquisition by a member of the Group of any business or of shares in the capital of or other ownership interests in a person where:

(a) in the case of an acquisition of shares, a minimum of 75% of the voting shares in a person are acquired by the Group, provided that subject to the remaining provisions of this definition the Group may make acquisitions where less than 75% of the voting shares in a person are acquired provided that the consideration for such acquisitions made in any financial year shall not in the aggregate exceed €20 million;

(b) such acquisition and all transactions related thereto shall be consummated in accordance with applicable laws in all material respects;

(c) if the aggregate of the purchase consideration (including all deferred or conditional consideration), any indebtedness of the type to be included in Consolidated Net Financial Indebtedness which is to be assumed or refinanced, any costs or Taxes incurred as a result of making such acquisition, and any other actual or contingent liabilities which any member of the Group would be likely to incur as a result of the acquisition (the “Purchase Consideration”) would exceed € 50 million (or its equivalent in other currency), the Obligors' Agent has notified the Facility Agent of the intention to make such acquisition (accompanied by a description of the acquisition and the Purchase Consideration in reasonable detail) not less than 10 Business Days prior to the making of the acquisition;

(d) the principal business of the entity being acquired or the business being acquired falls within the general nature of the business carried on by the Group;

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(e) in the case of acquisitions falling within paragraph (c) above, the Group is projected, taking into account such acquisition and payment of the Purchase Consideration in accordance with this provision on a pro forma basis (based on reasonable assumptions), to be in compliance with Clause 23 (Financial Covenants) for the two-year period from the proposed date of such acquisition (or where such date does not fall on a Quarterly Reporting Date, from the immediately following Quarterly Reporting Date) or to the Final Maturity Date (if earlier) and the Obligors' Agent delivers to the Facility Agent financial projections for the Group for that period, certified by the Chief Financial Officer of the Parent;

(f) the Group is in compliance with Clause 23 (Financial Covenants) and no Default is outstanding or would occur as a consequence of the acquisition (subject (save in relation to any events described in Clauses 24.7 (Insolvency) to 24.9 (Creditors' Process) inclusive affecting any entities acquired pursuant to such acquisition) to a 3 month clean-up period in respect of events and circumstances relating to the entity to be acquired which occurred or were in existence prior to or at the date of the acquisition and would not have a Material Adverse Effect);

(g) if it will be a Material Subsidiary, subject to the limitations contained in Clause 31.10 it will become an Additional Guarantor within 30 Business Days of the completion of such acquisition in accordance with Clause 31.10; and

(h) in the case of acquisitions falling within paragraph (c) above, copies of any due diligence reports prepared in connection with the acquisition are provided to the Lenders and due diligence does not reveal any onerous or material contingent liabilities of the target that are not taken into account in the purchase price and the sale and purchase agreement is concluded on arm's length terms.

“Potential Event of Default” means any event or circumstance specified in Clause 24 (Default) which, with the giving of notice or the lapse of time or the making of any determination or fulfilment of any other condition would constitute an Event of Default provided that any such event which requires the satisfaction of a condition as to materiality before it can become an Event of Default shall not be a Potential Event of Default until that condition is satisfied.

“Pro-Forma Adjustment” means, for any test period that includes any of the four accounting quarters first following the acquisition of or investment in an acquired entity or business, the pro forma increase or decrease in Consolidated EBITDA of the enlarged Group projected by the Parent in good faith to result from reasonably identifiable and supportable net cost savings or additional net costs, as the case may be, realisable during such period by combining the operations of such acquired entity or business with the operations of the Parent and its Subsidiaries, provided that:

(a) so long as such net cost savings or additional net costs will be realisable at any time during such period, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Consolidated EBITDA, that such net cost savings or additional net costs will be realisable during the entire such period;

(b) any such pro forma increase or decrease to such Consolidated EBITDA shall be without duplication for net cost savings or additional net costs actually realised during such period and already included in such Consolidated EBITDA;

(c) if any such pro forma increase or decrease is to be adjusted as contemplated, by no later than the time when the relevant calculation is made, a report shall have been delivered to the Facility Agent from a competent professional adviser verifying that such net cost savings or additional net costs have been identified in a reasonable manner and are supportable during such period; and

(d) (x) the decrease of the actual ratio in Clause 23.2 (Leverage) by reason of such Pro-Forma Adjustment shall not be greater than 0.25 and (y) the increase of the actual ratio in Clause 23.3 (Interest cover) by reason of such Pro-Forma Adjustment

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shall not be greater than 0.25. For the avoidance of doubt any such decrease or increase resulting from the inclusion into Consolidated EBITDA of the EBITDA of the acquired entity or business (other than any portion thereof representing synergies and net cost savings realised by the acquired entity or business) shall not count towards such limits.]

“Pro rata Share” means:

(a) for the purpose of determining a Lender's share in a Utilisation of the Revolving Facility (excluding the Ancillary Facility), the proportion which its Available Commitment under the Revolving Facility bears to the relevant Available Facility; and

(b) for any other purpose on a particular date a Lender' share of the Total Commitment or , if the Total Commitments are then zero, its share of the Total Commitments immediately prior to their reduction to zero.

“Quarterly Reporting Date” means the date of delivery of the quarterly consolidated accounts of the Parent under and in accordance with Clause 22.2(a)(iii).

“Rate Fixing Day” means:

(a) the first day of a Term for a Utilisation denominated in Sterling;

(b) the second Business Day before the first day of a Term for a Utilisation denominated in any other currency (other than Euro); or

(c) the second Business Day before the first day of a Term for a Utilisation denominated in Euro,

or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the relevant interbank market.

“Reference Bank” means Deutsche Bank Luxembourg S.A. and the principal London offices of each of UniCredit Bank AG, Société Générale and WestLB AG or, if any such Lender ceases to be a Reference Bank, such other Lender as the Facility Agent shall select after consultation with the Obligors' Agent.

“Repeating Representations” means the representations which are expressly repeated or deemed to be repeated under Clause 21.20 (Times for making Representations).

“Request” means a request for a Utilisation, substantially in the form of Part 1 of Schedule 3 (Form of Request).

“Reservations” means:

(a) the principles that enforceability may be limited by the laws of administration, liquidation, insolvency, reorganisation or similar laws of general application affecting creditors' rights; and

(b) any other general principles of law referred to in any legal opinion delivered to the Facility Agent in connection with the Finance Documents and any qualifications to which any such opinion is subject.

“Resignation Request” means a letter substantially in the form of Schedule 8 (Form of Resignation Request).

“Revolving Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1(b) (The Facilities).

“Revolving Facility Commitment” means:

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(c) in relation to an Original Lender, the amount set opposite its name under the heading “Revolving Facility Commitment” in Part 2 of Schedule 1 (Original Lenders) and the amount of any other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase); and

(d) in relation to any other Lender, the amount of any Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.3 (Increase),

to the extent not transferred by it, cancelled, increased or reduced under this Agreement.

“Rollover Advance” means one or more Advances:

(a) made or to be made on the same day that:

(i) a maturing Advance or Ancillary Outstandings (by reason of the termination of the relevant Ancillary Facility) is due to be repaid; or

(ii) a demand by the Facility Agent, Documentary Credit Bank or Issuing Bank pursuant to a drawing in respect of a Documentary Credit or L/'G is due to be met;

(b) to the extent only of that part thereof which does not exceed the maturing Advance or the maturing Ancillary Outstandings or the relevant claim in respect of that Documentary Credit or L/'G;

(c) in the same currency as the maturing Advance (unless it arose as a result of the operation of Clause 10 (Currencies and Payments)) or the maturing Ancillary Outstandings or the relevant claim in respect of that Documentary Credit or L/'G; and

(d) made or to be made to the same Borrower for the purpose of:

(i) refinancing that or those maturing Advances or those Ancillary Outstandings; or

(ii) satisfying the relevant claim in respect of that Documentary Credit or L/'G.

“Rollover Utilisation” means:

(a) a Rollover Advance; and/or

(b) a Utilisation by way of Documentary Credit or L/'G in an amount not exceeding that of another Documentary Credit or L/'G to be replaced thereby whose Expiry Date falls on the date on which such Documentary Credit or L/'G is to become effective.

“Screen Rate” means

(a) in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period; and

(b) in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or the service ceases to be available, the Facility Agent may (with the agreement of the Obligors) specify another page or service displaying the appropriate rate.

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“Security Interest” means any mortgage, pledge, lien, charge, assignment by way of security, hypothecation, security transfer of title or other security interest (dingliche Sicherheit) securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Separate Loan” has the meaning given to that term in Clause 11.1(c) (Repayment).

“Standard & Poor's” means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies Inc. or any successor to its rating business.

“Sterling” and “£” means the lawful currency for the time being of the U.K.

“Subsidiary” means in relation to any person, any entity (including, without limitation, any partnership) which is controlled directly or indirectly by that person and any entity (whether or not so controlled) treated as a subsidiary in the latest consolidated financial statements of that person from time to time in accordance with applicable GAAP, and “control” means (i) more than 50% of the voting rights or (ii) more than 50% of the equity or (iii) “control” according §17 German Stock Corporation Act (excluding cases of multiple dependency (mehrfache Abhängigkeit) in relation to joint ventures where no partner holds more than 50% of the voting rights in which case no partner shall be deemed to control the relevant entity) .

“TARGET Day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007 is open for the settlement of payments in Euro.

“Taxes” means all taxes, imposts, duties, levies, charges, deductions and withholdings in the nature or on account of tax, together with all interest thereon and penalties with respect thereto and “Tax” shall be construed accordingly.

“Tax Payment” means an increased payment made by an Obligor to a Finance Party under Clause 16.1 (Gross-up) or a payment made under Clause 16.4 (Tax Indemnity).

“Term” means each period determined under this Agreement by reference to which interest on a Utilisation or an overdue amount is calculated.

“Total Commitments” means the aggregate of the Total L/G Facility Commitments and the Total Revolving Facility Commitments, being EUR 350,000,000 at the date of this Agreement.

“Total L/G Facility Commitments” means the aggregate of the L/G Facility Commitments, being EUR 150,000,000 at the date of this Agreement.

“Total Revolving Facility Commitments” means the aggregate of the Revolving Facility Commitments, being EUR 200,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate, substantially in the form of Schedule 6 (Form of Transfer Certificate), with such amendments as the Facility Agent may approve or reasonably require, or any other form agreed between the Facility Agent and the Obligors' Agent.

“Transfer Date” means, in respect of a Transfer Certificate, the later of:

(a) the proposed Transfer Date specified in that Transfer Certificate; and

(b) the date on which the Facility Agent executes that Transfer Certificate.

“U.K.” means the United Kingdom of Great Britain and Northern Ireland.

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“Utilisation” means a utilisation under this Agreement.

“Utilisation Date” means in relation to each Utilisation, the date specified as such in the relative Request or, on and after the making and/or issue thereof pursuant to such Request, the date on which that Utilisation was made and/or issued.

“VAT” means value added tax as provided for in the German Value Added Tax Act (Umsatzsteuergesetz) and any other tax of a similar nature.

1.2 Construction

(a) In this Agreement, unless the contrary intention appears, a reference to:

(i) an “authorisation” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

(ii) an Obligor providing “cash cover” for a Documentary Credit, Ancillary Facility or L/G means a Borrower paying an amount in the currency of the Documentary Credit or, as the case may be, the Ancillary Facility or L/G to an interest-bearing account in the name of the Obligor and the following conditions are met:

(A) the account is with the Facility Agent (if cash cover is to be provided for all the Lenders) or, with a Documentary Credit Bank, Ancillary Bank or Issuing Bank (if the cash cover is to be provided for that Documentary Credit Bank, Ancillary Bank or Issuing Bank);

(B) subject to paragraph (b) of Clause 8.7 (Cash Cover by Borrower), withdrawals from the account may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Documentary Credit, Ancillary Facility or L/G until no amount is or may be outstanding under that Documentary Credit, Ancillary Facility or L/G; and

(C) if the Facility Agent, Documentary Credit Bank, Ancillary Bank or Issuing Bank requires (acting reasonably), the Obligor has executed a security document over that account, in form and substance satisfactory (acting reasonably) to the Facility Agent, Documentary Credit Bank, Ancillary Bank or Issuing Bank with which that account is held, creating a first ranking Security Interest over that account;

(iii) “disposal” means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and “dispose” will be construed accordingly;

(iv) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

(v) “know your customer requirements” are the identification checks that a Finance Party is required under any applicable law or regulation to request in order to meet its obligations under such applicable law or regulation to identify a person who is (or is to become) its customer, in particular pursuant to German money laundering provisions;

(vi) a “person” includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

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(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(viii) a currency is a reference to the lawful currency for the time being of the relevant country;

(ix) a Default being “outstanding” means that it has not been remedied or waived;

(x) an outstanding contingent liability under an Ancillary Facility, L/G or Documentary Credit (each a “Contingent Liability”) is “repaid” or “prepaid” by providing (in accordance with the terms hereof) cash cover therefore, by reducing (in accordance with the terms hereof) the Outstanding Liability Amount of such Contingent Liability or by cancelling such Contingent Liability and returning the original to the relevant Ancillary Bank, Issuing Bank or Documentary Credit Bank or the Facility Agent on behalf of the Lenders or providing other evidence (in form and substance satisfactory to the relevant Ancillary Bank, Issuing Bank or Documentary Credit Bank or, as the case may be, Facility Agent) that no further liability exists thereunder; references to Ancillary Facilities or Ancillary Outstandings being repaid or prepaid are to be construed accordingly insofar as those Ancillary Facilities or Ancillary Outstandings involve Documentary Credits or other contingent liabilities;

(xi) an amount “outstanding” at any time under or in respect of a Documentary Credit or L/G (or the “principal amount” thereof at any time) is the Outstanding Liability Amount of such Documentary Credit or L/G and a “drawing” under the respective Facility includes the issue of a Documentary Credit or L/G and each provision of this Agreement which contains reference to the concepts contained in this paragraph (xi) shall be construed accordingly;

(xii) where the Documentary Credit Bank is also a Lender under the Revolving Facility (the “Indemnifying Lender”) which has a Revolving Facility Commitment then the Documentary Credit Bank in its capacity as such shall be treated as a separate entity from such Indemnifying Lender and for all the purposes of the Finance Documents the Indemnifying Lender shall be deemed to have and be treated as having a liability to the Documentary Credit Bank under Clause 8.2 (Lenders' Counter-guarantee) in respect of Documentary Credits issued by the Documentary Credit Bank;

(xiii) a person includes its successors in title, permitted assigns and permitted transferees;

(xiv) a Finance Document or another document is a reference to that Finance Document or other document as amended; and

(xv) a time of day is a reference to Munich time.

(b) The equivalent in Euros of a Utilisation or part of such a Utilisation in an Optional Currency for the purposes of calculating:

(i) whether any limit under this Agreement has been exceeded;

(ii) the amount of a Utilisation;

(iii) the share of a Lender in a Utilisation;

(iv) the amount of any repayment of a Utilisation; or

(v) the Available Commitment of a Lender,

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is its Euro Amount.

(c) Unless the contrary intention appears:

(i) a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

(ii) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be outstanding under the Finance Documents unless otherwise expressed herein.

(d) The headings in this Agreement do not affect its interpretation.

(e) This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail.

2. THE FACILITIES

2.1 The Facilities

Subject to the terms of this Agreement the Lenders make available to the Borrowers

(a) a multicurrency revolving credit facility in an aggregate amount equal to the Total Revolving Facility Commitments; and

(b) a multicurrency letter of guarantee facility in an aggregate amount equal to the Total L/G Facility Commitments.

2.2 Ancillary Facility

Subject to the terms of this Agreement, an Ancillary Bank may provide overdraft, current account and cash advance facilities, forward foreign exchange facilities, bonding, guarantee and letter of credit facilities and/or such other facilities as that Ancillary Bank may agree with the relevant Borrower in place of all or part of its Revolving Facility Commitment, provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000.

2.3 Increase

(a) The Parent may by giving prior notice to the Facility Agent after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 12.8 (Right of cancellation in relation to a Defaulting Lender); or

(ii) the Commitments of a Lender in accordance with Clause 12.1 (Mandatory prepayment - illegality),

request that the Total Commitments be increased (and the Total Commitments under that Facility shall be so increased) in an aggregate Euro Amount of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(iii) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Parent (acceptable to the Facility Agent (acting reasonably)) and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

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(iv) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(v) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(vi) the Commitments of the other Lenders shall continue in full force and effect; and

(vii) any increase in the Total Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Total Commitments will only be effective on:

(i) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender;

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Parent, the Increase Lender and each Documentary Credit Bank; and

(B) in the case of an increase in the Total Revolving Facility Commitments, the Documentary Credit Bank consenting to that increase.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) The Parent shall, on the date upon which the increase takes effect, promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred in connection with any increase in Commitments under this Clause 2.3.

(e) The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter. A reference in this Agreement to a Fee Letter shall include any letter referred to in this paragraph.

(f) Clause 31.4 (Limitation of responsibility of Existing Lender) shall apply mutatis mutandis in this Clause 2.3 in relation to an Increase Lender as if references in that Clause to:

(i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii) the “New Lender” were references to that “Increase Lender” and

(iii) a “re-transfer” were references to respectively a “transfer".

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(g) The Facility Agent must as soon as reasonably practicable after it has executed an Increase Confirmation, send to the Obligors' Agent a copy of that Increase confirmation.

2.4 Nature of a Finance Party's rights and obligations

Unless otherwise agreed by all the Finance Parties:

(a) the obligations of a Finance Party under the Finance Documents are several (keine Gesamtschuld);

(b) failure by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;

(c) no Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;

(d) the rights of a Finance Party under the Finance Documents are separate and independent rights (keine Gesamtgläubigerschaft);

(e) a debt arising under the Finance Documents to a Finance Party is a separate and independent debt; and

(f) a Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.

3. PURPOSE

3.1 Utilisation of proceeds

(a) The Revolving Facility may only be used in or towards:

(i) firstly, refinancing of any indebtedness of the members of the Group outstanding under the Existing Facility Agreement; and thereafter

(ii) the payment of fees, costs and expenses associated with the Facilities; and

(iii) the financing of Permitted Acquisitions up to a maximum amount of no more than EUR 75,000,000 in aggregate over the lifetime of the Facilities; and

(iv) for ongoing working capital requirements and/or other general corporate purposes of any member or members of the Group, including the financing of guarantee requirements and the roll-in of Existing Instruments, and including Documentary Credits for the benefit of financial creditors (Kreditsicherungsgarantien) up to an aggregate amount of EUR 30,000,000.

(b) The L/G Facility may only be used by the Borrowers in or towards the operational business requirements for the issuance of L/Gs in favour of third parties, including the issuance of counter-guarantees and the roll-in of Existing Instruments but in each case excluding (i) L/Gs for the benefit of financial creditors (Kreditsicherungsgarantien) and (ii) L/Gs with a risk profile equivalent to cash loans other than advance payment guarantees (Anzahlungsgarantien).

3.2 No obligation to monitor

No Finance Party is bound to monitor or verify the utilisation of a Facility.

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4. CONDITIONS PRECEDENT

4.1 Initial conditions precedent

The obligations of each Lender to participate in any Utilisation and the obligations of each Documentary Credit Bank or Issuing Bank to issue a Documentary Credit or L/G are subject to the conditions precedent that the Facility Agent has notified the Obligors' Agent and the Lenders that it has received all of the documents and evidence set out in Part 1 of Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent (acting reasonably), such notification to be given by the Facility Agent to the Obligors' Agent and the Lenders as soon as practicable upon being so satisfied.

4.2 Further conditions precedent

The obligations of each Lender to participate in any Utilisation and the obligations of each Documentary Credit Bank or Issuing Bank to issue a Documentary Credit or L/G are:

(a) which is not a Rollover Utilisation are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Utilisation:

(i) the Repeating Representations are correct in all material respects; and

(ii) no Default is outstanding and continuing or would result from the Utilisation, or

(b) which is a Rollover Utilisation are subject only to the condition precedent that no Event of Default is outstanding and continuing or would result from the Utilisation.

4.3 Limitations

Unless the Facility Agent agrees pursuant to Clause 14.3 (Other adjustments), a Request may not be made (or, if made, shall not be regarded as having been validly made) if, as a result, there would be more than 20 Advances and 25 Documentary Credits outstanding. Any Separate Loan shall not be taken into account in this Clause 4.3.

5. UTILISATION OF REVOLVING FACILITY

5.1 Giving of Requests

(a) A Borrower may utilise the Revolving Facility by giving to the Facility Agent or by the Obligors' Agent on behalf of the Borrower giving to the Facility Agent a duly completed Request.

(b) Unless the Facility Agent otherwise agrees (acting on the instructions of the Majority Lenders), the latest time for receipt by the Facility Agent of a duly completed Request for a Utilisation is 9.00 a.m. Munich time one Business Day before the Rate Fixing Day for the proposed borrowing, provided that, in respect of the first Utilisation, the relevant duly completed Request shall be delivered prior to 10.00 a.m. Munich time on the Rate Fixing Day for that proposed borrowing.

(c) Each such Request is irrevocable.

5.2 Completion of Requests

A Request for a Utilisation will not be regarded as having been duly completed unless:

(a) it identifies the Borrower;

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(b) it identifies that the Utilisation is either an Advance or a Documentary Credit;

(c) the Utilisation Date is a Business Day falling within the relevant Availability Period;

(d) the amount of the Utilisation requested is:

(i) if an Advance, a minimum of Euro 5 million and if a Documentary Credit, a minimum of Euro 500,000 or their equivalent in accordance with Clause 10 (Currencies and payments);

(ii) if the Available Facility is less than Euro 5 million for an Advance or less than Euro 500,000 or their equivalent for a Documentary Credit, the Available Facility under the Revolving Facility on the proposed Utilisation Date; or

(iii) such other amount as the Facility Agent may agree, with the consent of the Majority Lenders,

provided always that no amount requested for a Utilisation may exceed the then Available Facility;

(e) the proposed currency and Term comply with this Agreement;

(f) the payment instructions comply with Clause 19.1 (Place of Payments); and

(g) in the case of a Documentary Credit:

(i) it identifies the name and address of the beneficiary, the beneficiary's receiving bank account and reasonable details of the liabilities payment of which is to be assured by the Documentary Credit, as well as the Expiry Date of the Documentary Credit and to the extent the requested Documentary Credit does not have an Expiry Date, it identifies the expected commercial lifetime (wirtschaftliche Laufzeit) of the Documentary Credit;

(ii) the beneficiary of the Documentary Credit is not identified on the most recent prohibited list of beneficiaries of the relevant Documentary Credit Bank or is otherwise approved on a case by case basis by the Facility Agent and the relevant Documentary Credit Bank;

(iii) the issuance of the Documentary Credit is not prohibited pursuant to the Documentary Credit Bank's internal rules and guidelines;

(iv) it identifies the relevant Documentary Credit Bank, and

(v) the aggregate amount of all Documentary Credits outstanding will at no time exceed EUR 30,000,000.

Only one Utilisation may be requested in each Request.

5.3 Making of Advances

(a) The Facility Agent must promptly notify each Lender of the details of the requested Advance and the amount of its share in that Advance.

(b) The amount of each Lender's share of an Advance will be its Pro rata Share on the proposed Utilisation Date.

(c) No Lender is obliged to participate in an Advance if as a result:

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(i) its share in the Advances plus its share of the aggregate of the Outstanding Liability Amounts for all outstanding Documentary Credits would exceed its Revolving Facility Commitment; or

(ii) the aggregate amount of all Advances taken together with the aggregate of the Outstanding Liability Amounts for all outstanding Documentary Credits would exceed the Total Revolving Commitments (excluding any Ancillary Commitments).

(d) If the conditions set out in this Agreement have been met, and subject to Clause 11 (Repayment), each Lender must make its share in the Advance available to the Facility Agent for the relevant Borrower on the Utilisation Date.

5.4 Issue of Documentary Credits

(a) The Facility Agent must promptly notify the relevant Documentary Credit Bank and each Lender of the details of the requested Documentary Credit and each Lender of the amount of its share in that Documentary Credit and of any reduction, increase or repayment or prepayment of any Documentary Credit.

(b) The amount of each Lender's share of a Documentary Credit will be its Documentary Credit Proportion.

(c) Subject to the terms of this Agreement, on the proposed Utilisation Date for a Documentary Credit, the relevant Documentary Credit Bank will when requested issue, in the form approved, a Documentary Credit as specified in the relevant Request by delivering the same to or to the order of the beneficiary and will thereafter, subject to the terms of this Agreement, if so requested amend and/or reissue any Documentary Credit.

(d) A Documentary Credit Bank shall not be obliged to issue a Documentary Credit where it has not approved the identity of any assignee or transferee of or substitute for any Lender with respect to its Commitment or any part thereof unless such transferee or substitute shall provide cash cover for its obligations in respect of that Documentary Credit.

5.5 Reduction of a Documentary Credit

(a) If, on the proposed Utilisation Date of a Documentary Credit, any of the Lenders under the Revolving Facility is a Non-Acceptable Documentary Credit Lender and:

(i) that Lender has failed to provide cash collateral to the Documentary Credit Bank in accordance with Clause 8.6 (Cash collateral by Non-Acceptable Documentary Credit Lender); and

(ii) either:

(A) the Documentary Credit Bank has not required the relevant Borrower to provide cash cover pursuant to Clause 8.7 (Cash cover by Borrower); or

(B) the relevant Borrower has failed to provide cash cover to the Documentary Credit Bank in accordance with Clause 8.7 (Cash cover by Borrower),

the Documentary Credit Bank may reduce the amount of that Documentary Credit by an amount equal to the amount of the participation of that Non-Acceptable Documentary Credit Lender in respect of that Documentary Credit and that Non-Acceptable Documentary Credit Lender shall be deemed not to have any participation (or obligation to indemnify the Documentary Credit Bank) in respect of that Documentary Credit for the purposes of the Finance Documents.

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(b) The Documentary Credit Bank shall notify the Facility Agent of each reduction made pursuant to this Clause 5.5.

(c) This Clause 5.5 shall not affect the participation of each other Lender in that Documentary Credit.

5.6 Revaluation of Documentary Credits

(a) If any Documentary Credits are denominated in a currency other than Euro, the Facility Agent shall, within 5 days after the end of each calendar quarter, recalculate the Euro Amount of those Documentary Credits by notionally converting into Euro the outstanding amount of those Documentary Credits on the basis of the Agent's Spot Rate of Exchange on the date of calculation.

(b) The Parent shall, if requested by the Facility Agent within 5 days of any calculation under paragraph (a) above, ensure that within three Business Days sufficient Documentary Credits are prepaid to prevent the Euro Amount of the Utilisations of the Revolving Facility exceeding the Revolving Facility Commitments following any adjustment to a Euro Amount under paragraph (a) above.

5.7 Roll-in of Existing Instruments (Documentary Credits)

A Borrower may request in a Request (which is required to specify only those details not otherwise included in the list specifying the relevant Existing Instruments) for a Utilisation on the First Utilisation Date that each Existing Instrument issued by a financial institution which is a Documentary Credit Bank and designated by that Borrower as a Documentary Credit in that Request (or in the list specifying the Existing Instruments) shall constitute a Documentary Credit issued by that Documentary Credit Bank under the Revolving Facility and, subject to compliance with paragraph (a)(iv) of Clause 3.1 (Purpose) and subject to the other terms of this Agreement, on the First Utilisation Date each such Existing Instrument shall constitute a Documentary Credit issued by that Documentary Credit Bank under the Revolving Facility.

6. UTILISATION OF L/G FACILITY

6.1 The L/G Facility

The L/G Facility may be utilised by way of L/Gs only.

6.2 Giving of a Request for an L/G

(a) A Borrower may utilise the L/G Facility by giving to the respective Issuing Bank or by the Obligors' Agent on behalf of the Borrower giving to the respective Issuing Bank a duly completed Request for an L/G not later than two Business Days prior to the requested Utilisation Date or by way of any other procedure and/or at any other specified time in each case as agreed by the relevant Issuing Bank.

(b) A demand for an L/G may only be revoked by the relevant Borrower by giving notice to the relevant Issuing Bank which has to be received by the relevant Issuing Bank at a time when the Issuing Bank will, with reasonable efforts, still be in a position to stop the process that the relevant L/G is delivered to the relevant beneficiary or any other party as instructed by the relevant Borrower. The Issuing Bank will inform the relevant Borrower should it not have been able to stop the issuance process of the requested L/G.

(c) The Parent will undertake all reasonable endeavours to procure that to the extent reasonably practicable the L/G Facility Commitments of the Lenders will be utilised in an equal proportion pro-rata to the Total L/G Commitments.

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6.3 Completion of a demand for an L/G

A demand for an L/G will not be regarded as having been duly completed unless:

(a) it identifies the Borrower and the beneficiary of the L/G;

(b) it specifies that it is for an L/G and which type of L/G is to be issued;

(c) the proposed Utilisation Date is a Business Day falling within the Availability Period;

(d) it identifies the Expiry Date and to the extent the requested L/G does not have an Expiry Date, it identifies the expected commercial lifetime (wirtschaftliche Laufzeit) of the L/G;

(e) the form of L/G is in form and substance satisfactory to the Issuing Bank (acting reasonably);

(f) the proposed currency is satisfactory to the Issuing Bank (acting reasonably);

(g) the information about the beneficiary is in form and substance satisfactory to the Issuing Bank (acting reasonably);

(h) it specifies the delivery instructions for the L/G;

(i) the issuance of the L/G is not prohibited pursuant to the Issuing Bank's internal rules and guidelines; and

(j) the beneficiary of the L/G is not identified on the most recent prohibited list of beneficiaries of the relevant Issuing Bank or is otherwise approved on a case by case basis by the relevant Issuing Bank.

6.4 Issue of L/G

(a) No Issuing Bank is obliged to issue an L/G if as a result the aggregate of the Outstanding Liability Amounts for all outstanding L/G issued by that Issuing Bank would exceed its L/G Facility Commitment.

(b) Subject to the terms of this Agreement, on the proposed Utilisation Date for L/G, the relevant Issuing Bank will when requested issue, in the form approved, an L/G as specified in the relevant Request by delivering the same to or to the order of the beneficiary and will thereafter, subject to the terms of this Agreement, if so requested amend and/or reissue any L/G.

6.5 Revaluation of L/Gs

(a) If any L/Gs are denominated in a currency other than Euro, such Issuing Bank shall, within 5 days after the end of each calendar quarter, recalculate the Euro Amount of those L/Gs by notionally converting into Euro the outstanding amount of those L/Gs on the basis of its Issuing Bank's Spot Rate of Exchange on the date of calculation.

(b) The Parent shall, if requested by the relevant Issuing Bank within 5 days of any calculation under paragraph (a) above, ensure that within three Business Days sufficient L/Gs are prepaid to prevent the Euro Amount of the L/Gs issued by that Issuing Bank exceeding the L/G Facility Commitments of that Issuing Bank following any adjustment to a Euro Amount under paragraph (a) above.

6.6 Roll-in of Existing Instruments (L/Gs)

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A Borrower may request in a Request (which is required to specify only those details not otherwise included in the list specifying the relevant Existing Instruments) for a Utilisation on the First Utilisation Date that each Existing Instrument issued by a financial institution which is an Issuing Bank and designated by that Borrower as an L/G in that Request (or in the list specifying the Existing Instruments) shall constitute an L/G issued by that Issuing Bank under the L/G Facility and, subject to compliance with paragraph (b) of Clause 3.1 (Purpose) and subject to the other terms of this Agreement, on the First Utilisation Date each such Existing Instrument shall constitute an L/G issued by that Issuing Bank under the L/G Facility.

7. LETTERS OF GUARANTEE

7.1 Immediately payable

If an L/G or any amount outstanding under an L/G is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Parent requested) the issue of that L/G shall repay or prepay that amount immediately.

7.2 Claims under an L/G

(a) Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim made or purported to be made under an L/G requested by it (or requested by the Parent on its behalf) and which appears on its face to be in order (in this Clause 7, a “claim”).

(b) Each Borrower shall immediately on demand pay to the Issuing Bank an amount equal to the amount of any claim.

(c) Each Borrower acknowledges that the Issuing Bank:

(i) is not obliged (unless expressly provided otherwise under the terms of the relevant L/G) to carry out any investigation or seek any confirmation from any other person before paying a claim; and

(ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.

(d) The obligations of a Borrower under this Clause7 will not be affected by:

(i) the sufficiency, accuracy or genuineness of any claim or any other document; or

(ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

7.3 Indemnities

(a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any L/G requested by (or on behalf of) that Borrower.

(b) The obligations of any Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:

(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under an L/G or any other person;

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(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;

(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under an L/G or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any beneficiary under an L/G or any other person;

(v) any amendment (however fundamental) or replacement of a Finance Document, any L/G or any other document or security;

(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any L/G or any other document or security; or

(vii) any insolvency or similar proceedings.

7.4 Rights of contribution

Unless expressly provided otherwise, no Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause ‎‎7.

7.5 Adjustment for L/Gs upon acceleration

In this Clause ‎‎7.5:

"L/G Outstandings” means, in relation to an Issuing Bank, the aggregate Euro Amount of all L/Gs issued by it that have not been repaid together with the aggregate amount of all accrued interest, fees and commission owed to it as an Issuing Bank under the L/G Facility.

"Total L/G Outstandings” means the aggregate of all L/G Outstandings.

(a) If a notice is served under Clause ‎‎24.16 (Acceleration), each Issuing Bank shall promptly adjust by corresponding transfers (to the extent necessary) of their claims in respect of amounts outstanding to them under the L/G Facility to ensure that after such transfers the L/G Outstandings of each Issuing Bank bear the same proportion to the Total L/G Outstandings as such Issuing Bank's L/G Facility Commitment bears to the Total L/G Facility Commitments, each as at the date the notice is served under Clause ‎‎24.16 (Acceleration).

(b) If a contingent liability becomes an actual liability or is reduced to zero after the original adjustment is made under paragraph (a) above, then each Issuing Bank will make a further adjustment by corresponding transfers (to the extent necessary) to put themselves in the position they would have been in had the original adjustment been determined by reference to the actual liability or, as the case may be, zero liability and not the contingent liability.

All calculations to be made pursuant to this Clause 7.5 shall be made by the Facility Agent based upon information provided to it by the Issuing Banks.

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8. COUNTER-INDEMNITIES, COUNTER-GUARANTEES AND OTHER DOCUMENTARY CREDIT MATTERS

8.1 Counter-Indemnity from Account Party

(a) Without prejudice to Clause 8.2 (Lenders' Counter-guarantee), the Borrower for whose account any Documentary Credit is opened or issued (the “Account Party”) will indemnify and hold harmless and keep each Finance Party indemnified and held harmless from and against all liabilities, losses, damages, claims and costs which such Finance Party may suffer or incur in connection with such Documentary Credit and any payment made pursuant to it, except to the extent that any such liability, loss, damage, claim or cost results from such Finance Party's gross negligence or wilful default or a material breach of its obligations under the Uniform Customs and Practice for Documentary Credits (2007) (ICC Publication No. 600) (the “Code”).

(b) Each Account Party irrevocably authorises each Finance Party to pay without further confirmation or investigation from or by it any demand appearing or purporting to be validly made pursuant to any Documentary Credit. Where any Documentary Credit calls for certificates or other documents each Finance Party may assume, without investigation, that the certificates or documents tendered are duly signed by the person by whom they appear to be signed and that such certificates or documents and any matters or facts stated therein are genuine and correct. Without prejudice to the rights under the Code (which shall apply in relation to all Documentary Credits issued under this Agreement), the relevant Account Party agrees to reimburse each Finance Party forthwith on written demand for any amounts paid by such Finance Party pursuant to any such demand in the currency paid by such Finance Party together with interest on such amounts at a rate determined in accordance with Clause 13.5 (Interest on overdue amounts) from the date such amounts are paid by such Finance Party until reimbursement as aforesaid.

(c) The obligations of each Account Party under this Clause 8.1 (Counter-Indemnity from Account Party) shall not be impaired by (a) any waiver or time granted to or by any Finance Party, (b) any release or dealings with any rights or security by any Finance Party (including, without limitation, under the Finance Documents), (c) any invalidity of any Documentary Credit, or (d) any other circumstances which might impair such obligations.

(d) So long as any amount is or is capable of becoming outstanding by any Obligor to any of the Finance Parties under any of the Finance Documents or any Commitment is in force, no Account Party shall by virtue of any payment made by it pursuant to this Clause 8.1 (Counter-Indemnity from Account Party) or by virtue of any realisation of security made in respect of its obligations under this Clause 8.1 (Counter-Indemnity from Account Party), claim or exercise any rights or claims for indemnity against any member of the Group in competition with any Finance Party.

(e) The general obligations of the Finance Parties under the Code in respect of any Documentary Credit shall be supplemented by any specific written instructions from the Obligors which any such Finance Party agrees in writing to implement in respect of a specific Documentary Credit.

8.2 Lenders' Counter-guarantee

(a) Each Lender independently guarantees (Garantie) to each Documentary Credit Bank, on demand by that Documentary Credit Bank from time to time, the due performance by each Account Party in relation to each Documentary Credit issued by that Documentary Credit Bank, of its obligations under Clause 8.1 (Counter-Indemnity from Account Party), provided that the liability of each Lender in relation to any particular default in performance of such obligations by such Account Party shall not exceed such Lender's Documentary Credit Proportion of the amount in default.

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(b) Each Documentary Credit Bank shall promptly notify each Lender, the Facility Agent and the Obligors' Agent of any demand served on it under any Documentary Credit and each payment made pursuant thereto and of any failure by any Account Party in performing its obligations under Clause 8.1 (Counter-Indemnity from Account Party).

(c) The guarantees of each of the Lenders contained in this Clause 8.2 (Lenders' Counter-guarantee) shall be as supplemented by the terms set out in Schedule 4 (Terms of Lenders' Guarantee to Documentary Credit Bank) (to which terms each Lender agrees). The provisions of Clause 19.5 (No set-off or counterclaim) and Clause 16.1 (Gross-up) shall apply, mutatis mutandis, in relation to payments to be made by each Lender to any Documentary Credit Bank pursuant to this Clause.

(d) Each Obligor agrees that, to the extent that any Lender makes any payment to a Documentary Credit Bank pursuant to this Clause 8.2 (Lenders' Counter-guarantee), that Lender will thereupon become the creditor of any rights that Documentary Credit Bank may then have against any Obligor in respect of the amount so paid by that Lender by way of assignment and the Documentary Credit Bank hereby agrees to assign any such rights to that Lender, and each Account Party will indemnify such Lender in respect of the amount so paid by that Lender. Each Account Party shall also indemnify that Lender against all costs and expenses incurred by that Lender in recovering or attempting to recover any amount pursuant to its rights of subrogation referred to above.

(e) By becoming a party to this Agreement, the Lenders hereby agree that the issuing of guarantees, counter-guarantees, standby letters of credit and sureties on a “first demand” basis is subject to certain special risks. The Lenders acknowledge and agree that they are obliged to make payment without delay on receipt of a demand for payment from the relevant party where made in conformity with the terms of the Documentary Credit. After the Lenders' payment, the relevant Borrower can assert any defences or objections based on the underlying transaction (including due to wrongful delivery or warranty claims) against the beneficiary of such Documentary Credit directly. Consequently, the Lenders acknowledge that they will bear certain risks in relation to such claims, including enforcement of their claims against the relevant beneficiary in recovery proceedings, litigation in the pursuit of such claim and the realisation of such claims (including where the such claims may be prejudiced by other enforcement proceedings or by the bankruptcy of the relevant beneficiary).

8.3 Documentary Credit Bank's Position

To the extent not inconsistent with a Documentary Credit Bank acting (as it does) as principal and not as agent in issuing and agreeing to issue any Documentary Credit under this Agreement the provisions of Clause 25 (The Administrative Parties) excluding or restricting liability and responsibility shall apply mutatis mutandis for the benefit of a Documentary Credit Bank in its relations with the Lenders and each Account Party.

8.4 Change of Documentary Credit Bank

(a) The Facility Agent, with the prior approval of the Obligors and the Majority Lenders, may designate any Lender (if such Lender agrees so to act) as a replacement or additional Documentary Credit Bank, but not with respect to Documentary Credits already issued by an existing Documentary Credit Bank, provided that there shall be no more than four Documentary Credit Banks at any one time.

(b) A Documentary Credit Bank may resign (with respect only to Documentary Credits to be issued after the expiry date of its resignation notice) at any time on or after the first anniversary of the date of this Agreement on giving not less than three months' prior written notice to the Facility Agent and the Obligors' Agent to expire on or after such first anniversary if (i) the Obligors and the Majority Lenders consent, or (ii) there is in the reasonable opinion of that Documentary Credit

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Bank an actual or potential conflict of interest in it continuing to act as Documentary Credit Bank, or (iii) it ceases to have a Commitment in effect.

8.5 Documentary Credit Amendments

(a) In relation to any amendment to the terms of a Documentary Credit issued hereunder, any amendments relating to:

(i) an increase in the amount or extension of any Documentary Credit shall be subject to the relevant Documentary Credit Bank being satisfied that if a new Documentary Credit was issued (rather than an amendment to increase the current amount of, or extend, the Documentary Credit) the conditions in relation to the issue of a replacement Documentary Credit for such additional amount or extension, as the case may be, would be satisfied; and

(ii) a change in conditions (other than an increase in the amount or extension of the Documentary Credit) shall be subject to the consent of the relevant Documentary Credit Bank acting reasonably.

(b) The amount of each Lender's participation in each Documentary Credit issued by the Documentary Credit Bank will be equal to its Documentary Credit Proportion.

8.6 Cash collateral by Non-Acceptable Documentary Credit Lender

(a) If, at any time, a Lender under the Revolving Facility is a Non-Acceptable Documentary Credit Lender, the Documentary Credit Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling 3 Business Days after the request by the Documentary Credit Bank, an amount equal to that Lender's Documentary Credit Proportion of the outstanding amount of a Documentary Credit and in the currency of that Letter of Credit to an interest-bearing account held in the name of that Lender with the Documentary Credit Bank.

(b) The Non-Acceptable Documentary Credit Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Documentary Credit Bank, as collateral for any amounts due and payable under the Finance Documents by that Lender to the Documentary Credit Bank in respect of that Documentary Credit.

(c) Until no amount is or may be outstanding under that Documentary Credit, withdrawals from the account may only be made to pay to the Documentary Credit Bank amounts due and payable to the Documentary Credit Bank by the Non-Acceptable Documentary Credit Lender under the Finance Documents in respect of that Letter of Credit.

(d) Each Lender under the Revolving Facility shall notify the Facility Agent and the Parent:

(i) on the date of this Agreement or on any later date on which it becomes such a Lender in accordance with this Agreement whether it is a Non-Acceptable Documentary Credit Lender; and

(ii) as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable Documentary Credit Lender,and an indication in Schedule 1 (Original Parties), in a Transfer Certificate to that effect will constitute a notice under paragraph (d)(i) to the Facility Agent and, upon delivery in accordance with Clause 31.3(c) (Procedure for transfer (Vertragsübernahme)), to the Parent.

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(e) Any notice received by the Facility Agent pursuant to paragraph (d) above shall constitute notice to the Documentary Credit Bank of that Lender's status and the Facility Agent shall, upon receiving each such notice, promptly notify the Documentary Credit Bank of that Lender's status as specified in that notice.

(f) If a Lender who has provided cash collateral in accordance with this Clause 8.6:

(i) ceases to be a Non-Acceptable Documentary Credit Lender; and

(ii) no amount is due and payable by that Lender in respect of a Documentary Credit,

that Lender may, at any time it is not a Non-Acceptable Documentary Credit Lender, by notice to the Documentary Credit Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Documentary Credit (together with any accrued interest) standing to the credit of the relevant account held with the Documentary Credit Bank be returned to it and the Documentary Credit Bank shall pay that amount to the Lender within 3 Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).

8.7 Cash cover by Borrower

(a) If a Lender which is a Non-Acceptable Documentary Credit Lender fails to provide cash collateral (or notifies the Documentary Credit Bank that it will not provide cash collateral) in accordance with Clause 8.6 (Cash collateral by Non-Acceptable Documentary Credit Lender) and the Documentary Credit Bank notifies the Obligors' Agent (with a copy to the Facility Agent) that it requires the Borrower of the relevant Documentary Credit or proposed Documentary Credit to provide cash cover to an account with the Documentary Credit Bank in an amount equal to that Lender's Documentary Credit Proportion of the outstanding amount of that Documentary Credit and in the currency of that Documentary Credit then that Borrower shall do so within 3 Business Days after the notice is given.

(b) Notwithstanding Clause 1.2(a)(ii) (Construction), the Documentary Credit Bank may agree to the withdrawal of amounts up to the level of that cash cover from the account if:

(i) it is satisfied that the relevant Lender is no longer a Non-Acceptable Documentary Credit Lender; or

(ii) the relevant Lender's obligations in respect of the relevant Documentary Credit are transferred to a New Lender in accordance with the terms of this Agreement.

(c) To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 8.7, the relevant Lender's Documentary Credit Proportion in respect of that Documentary Credit will remain (but that Lender's obligations in relation to that Documentary Credit may be satisfied in accordance with Clause 1.2(a)(ii) (Construction)). However, the relevant Borrower's obligation to pay any guarantee fee in relation to the relevant Documentary Credit to the Facility Agent (for the account of that Lender) in accordance with paragraph Clause 27.5(a) (Guarantee Fee) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).

(d) The relevant Documentary Credit Bank shall promptly notify the Facility Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 8.7 and of any change in the amount of cash cover so provided.

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9. ANCILLARY FACILITIES

9.1 Ancillary Facility

(a) Each Borrower may, at any time during the Availability Period, by notice in writing to the Facility Agent request the establishment of an ancillary facility by the conversion of the unutilised Revolving Facility Commitment (or part thereof) of any Lender under the Revolving Facility into an Ancillary Commitment (an “Ancillary Facility”) with effect from the date (the “Effective Date”) specified in such notice (being a date not less than five Business Days after the date such notice is received by the Facility Agent), provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000 without the prior written consent of the Majority Lenders.

(b) Any notice delivered in accordance with Clause 7.1(a) (Ancillary Facility) shall specify:

(i) the proposed Borrower;

(ii) the proposed start and expiry date for the Ancillary Facility concerned (and the expiry date must fall on or prior to the Final Maturity Date);

(iii) the type of the proposed Ancillary Facility;

(iv) the proposed Lender;

(v) the amount of the proposed Ancillary Facility;

(vi) the principal commercial terms (including level of margins); and

(vii) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require,

and the Facility Agent shall promptly notify each Lender upon receipt of any such notice.

(c) Any Lender so nominated under Clause 9.1(a) shall become an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of the Facility Agent (acting reasonably) and the Facility Agent having received notification in writing from the Lender so nominated that it agrees to provide the proposed Ancillary Facility. Such Lender shall have no obligation to agree.

(d) A Borrower may only request the establishment of an Ancillary Facility out of a Lender's Revolving Commitment.

(e) In the event that a Lender agrees to the designation, in accordance with Clause 9.1(a) above, of all or a portion of its Revolving Commitment to be made available by way of Ancillary Facilities then with effect from such date as the relevant Lender, the Parent and the Facility Agent may agree the Revolving Commitment of such Lender shall (except for the purpose of determining the Majority Lenders) be reduced by the maximum exposure (excluding accrued uncapitalised interest, fees and like charges) which it has agreed to accept (whether by way of loan or otherwise) by way of such Ancillary Facilities made available by that Lender. In the event that such Lender ceases to make available all or part of such Ancillary Facilities or demands repayment of such Ancillary Facilities in accordance with the terms of this Agreement its Revolving Commitment shall be increased accordingly.

(f) Any material variation in any Ancillary Facility or any proposed increase or reduction in the Ancillary Commitment relating thereto shall be effected on and subject to the provisions, mutatis mutandis, of Clauses 9.1 (Ancillary Facility) and 9.2 (Operation of Ancillary Facilities).

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(g) Until notice has been served under Clause 24.16 (Acceleration) no Ancillary Bank may demand repayment of any monies or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility, or take any analogous action under its Ancillary Facility, save to the extent that there are at such time Revolving Commitments available to be drawn down under this Agreement (and for the purposes of determining whether or not Revolving Commitments are so available the Revolving Commitment of the Ancillary Bank shall be deemed to be increased by the amount, not exceeding the amount of its Ancillary Commitment, so demanded, any Advance to be made to refinance the Ancillary Outstandings shall be a Rollover Utilisation and Clauses 4.2(a) and (b) (Further Conditions Precedent) shall not apply thereto), and such Advance shall be used to repay or provide cash cover in respect of the amount so demanded under the Ancillary Facility. Each Lender will participate in such Advance in such amount (as determined by the Facility Agent) as will result as nearly as possible in the aggregate amount of its participation in all of the Advances and its maximum potential liability in respect of Documentary Credits (whether under such Documentary Credits or under Clause 8.2 (Lenders' Counter-guarantee)) then outstanding bearing the same proportion to the aggregate amount of the Utilisations under the Revolving Facility then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments.

(h) The Ancillary Commitment of any Ancillary Bank shall terminate no later than the Final Maturity Date. Any Ancillary Outstanding outstanding on the Final Maturity Date shall be repaid in full by the relevant Borrower on such date unless the relevant Ancillary Bank agrees with that Borrower to continue the Ancillary Facility as a stand-alone bilateral facility independent of this Agreement.

9.2 Operation of Ancillary Facilities

(a) The rate of interest, fees and other remuneration in respect of each Ancillary Facility shall be determined by agreement between the Ancillary Bank and the Borrower concerned and the fees and other remuneration for all Ancillary Facilities shall be based upon the normal market rates and terms from time to time of the Ancillary Bank.

(b) In the case of inconsistency between any term of an Ancillary Facility and the terms of this Agreement, the terms of this Agreement shall prevail.

(c) Subject to paragraphs (a) and (b) above, the terms governing the operation of any Ancillary Facility shall be those determined by agreement between the Ancillary Bank and the Borrower concerned, provided that such terms are based upon normal commercial terms, save as may be varied by this Agreement. A copy of such terms shall on request by the Facility Agent be provided by the Ancillary Bank to the Facility Agent (and each Borrower consents to such copies being provided to the Facility Agent and, if requested, any Lender).

(d) Each Borrower and each Ancillary Bank agrees with and for the benefit of each Lender that the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Bank shall not exceed the Ancillary Commitment applicable to that Ancillary Facility.

(e) Each Borrower and each Ancillary Bank will, promptly upon request by the Facility Agent, supply the Facility Agent with such information relating to the operation of each Ancillary Facility provided by such Ancillary Bank (including, without limitation, the Ancillary Outstandings thereunder) as the Facility Agent may from time to time reasonably request. Each Borrower consents to all such information being released to the Facility Agent.

9.3 Ancillary Facilities – Loss Sharing

The provisions of Schedule 12 (Ancillary Facilities – Loss Sharing) shall apply in relation to any Ancillary Facility following service of notice under Clause 24.16 (Acceleration).

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9.4 Affiliates of Lenders as Ancillary Banks

(a) Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Bank. In such case, the Lender and its Affiliate shall be treated as a single Lender whose Revolving Facility Commitment is the amount of the Lender's Revolving Facility Commitment from time to time. For the purposes of calculating the Lender's Available Commitment with respect to the Revolving Facility, the Lender's Revolving Facility Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates under the Revolving Facility.

(b) The Parent shall specify any relevant Affiliate of a Lender in any notice delivered by the Parent to the Agent pursuant to paragraph (b) of Clause 9.1 (Ancillary Facility).

(c) Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Bank and the relevant Ancillary Bank is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.

9.5 Affiliates of Borrowers

(a) Subject to the terms of this Agreement, an Affiliate of a Borrower may utilise any Ancillary Facility, as the case may be, made available to a Borrower, to the extent so permitted under the terms of the relevant Ancillary Documents.

(b) In the event that any Affiliate of a Borrower utilises any Ancillary Facility in accordance with paragraph (a) above, such Borrower shall remain as primary obligor for any amount so utilised.

(c) The Obligors' Agent shall specify any relevant Affiliate of a Borrower in any notice delivered pursuant to Clause 9.1 (Ancillary Facility).

(d) If a Borrower ceases to be a Borrower under this Agreement, its Affiliate shall cease to have any rights under the relevant Ancillary Document.

10. CURRENCIES AND PAYMENTS

10.1 Denomination

Utilisations may only be denominated in Euro or an Optional Currency.

10.2 Selection

A Borrower must select the currency of a Utilisation in its Request.

10.3 Conditions relating to currencies

A Utilisation may be denominated in a currency other than Euros (in the case of an Advance, for its Term) if that currency has been approved by all Lenders.

10.4 Revocation of currency

(a) Notwithstanding any other term of this Agreement, if before 9.30 a.m. Munich time on any Rate Fixing Day in relation to an Advance the Facility Agent receives notice from a Lender that:

(i) the Optional Currency requested for that Advance is not readily available to it in the relevant interbank market in the amount and for the Term required; or

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(ii) participating in a Utilisation in the proposed Optional Currency might contravene any law or regulation applicable to it,

the Facility Agent must give notice to the Obligors' Agent to that effect promptly and in any event before 11.00 a.m. Munich time on that day.

(b) In this event:

(i) that Lender must participate in the Advance in Euros; and

(ii) the share of that Lender in the Advance and any other similarly affected Lender(s) will be treated as a separate Advance denominated in Euros for that Term.

(c) Any part of a Utilisation treated as a separate Utilisation under this Clause 10.4 will not be taken into account for the purposes of any limit on the number of Utilisations or currencies outstanding at any one time.

(d) A Utilisation which would otherwise be a Rollover Utilisation will still be a Rollover Utilisation if it is not denominated in the same currency as the maturing Utilisation by reason only of the operation of this Clause 10.4.

10.5 Notification

The Facility Agent must notify the Lenders and the Obligors' Agent of the relevant Euro Amount of each Utilisation (and the applicable Agent's Spot Rate of Exchange) promptly after they are ascertained.

11. REPAYMENT

11.1 Repayment of Utilisations

(a) Subject to paragraph (b) below, each Borrower must repay each Advance in full on its Maturity Date.

(b) Without prejudice to each Borrower's obligation under paragraph (a) above, if one or more Advances are to be made available to a Borrower:

(i) on the same day that a maturing Advance is due to be repaid by that Borrower;

(ii) in the same currency as the maturing Advance; and

(iii) in whole or in part for the purpose of refinancing the maturing Advance;

the aggregate amount of the new Advances shall be treated as if applied in or towards repayment of the maturing Advance so that:

(A) if the amount of the maturing Advance exceeds the aggregate amount of the new Advances:

(1) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(2) each Lender's participation (if any) in the new Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation (if any) in the maturing Advance and that Lender will not be required to make its participation in the new Advances available in cash; and

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(B) if the amount of the maturing Advance is equal to or less than the aggregate amount of the new Advances:

(1) the relevant Borrower will not be required to make any payment in cash; and

(2) each Lender will be required to make its participation in the new Advances available in cash only to the extent that its participation (if any) in the new Advances exceeds that Lender's participation (if any) in the maturing Advance and the remainder of that Lender's participation in the new Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Advance.

(c) At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Advances then outstanding will be automatically extended to the Final Maturity Date and will be treated as separate Advances (the “Separate Loans”) denominated in the currency in which the relevant participations are outstanding.

(d) A Borrower to whom a Separate Loan is outstanding may prepay that Advance by giving five Business Days' prior notice to the Facility Agent. The Facility Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e) Interest in respect of a Separate Loan will accrue for successive Terms selected by the Borrower by the time and date specified by the Facility Agent (acting reasonably) and will be payable by that Borrower to the Defaulting Lender on the last day of each Tern of that Advance.

(f) The terms of this Agreement relating to Advances generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan

(g) On the Final Maturity Date any Utilisation then outstanding:

(i) in the case of an Advance, shall be repaid in full; or

(ii) in the case of a Documentary Credit, shall be released unless:

(A) full cash cover has been provided to the amount of such Utilisation; or

(B) such Documentary Credit is backed by a bank guarantee agreed to by all Lenders and the Obligors' Agent (each acting reasonably).

(h) On the Final Maturity Date any L/G then outstanding shall be released unless:

(i) full cash cover has been provided to the amount of such Utilisation; or

(ii) such L/G is backed by a bank guarantee agreed to by the respective Issuing Bank and the Obligors' Agent (each acting reasonably).

Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed.

12. PREPAYMENT AND CANCELLATION

12.1 Mandatory prepayment - illegality

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If at any time after the date of this Agreement, it becomes unlawful in any applicable jurisdiction for any Lender to allow all or part of its Commitments to remain outstanding and/or to make, fund or allow to remain outstanding all or part of its share of any Utilisation and/or to carry out all or any of its other obligations under this Agreement:

(a) upon that Lender notifying the Obligors' Agent, its Commitments shall be cancelled to the extent of the illegality; and

(b) the Borrowers shall prepay that Lender's portion of each Utilisation on the last day of the relevant Term and forthwith provide cash cover in an amount equal to that Lender's contingent liability in relation to each Documentary Credit and L/G or, if earlier, the date specified by the Lender in its notice as may be necessary to comply with the relevant law or directive (being no earlier than the last day of any applicable grace period permitted by law) with accrued interest thereon and any other sum then due to that Lender under this Agreement.

12.2 Mandatory prepayment – disposal

(a) The Obligors' Agent must promptly notify the Facility Agent of a disposal of all or substantially all of the business and/or assets of the Group.

(b) On any such disposal referred to in paragraph (a) above:

(i) each Borrower must immediately repay or prepay each Ancillary Facility it has utilised, each Utilisation made by it; and

(ii) the Total Commitments will be immediately cancelled.

12.3 Mandatory prepayment - Change of Control

(a) The Obligors' Agent must, within 5 days of the Obligors' Agent becoming so aware, notify the Facility Agent in writing if it becomes aware of any Change of Control.

(b) Upon written notification pursuant to paragraph (a) above, each Lender shall have the right by giving notice to that effect through the Facility Agent to the Obligors' Agent within a period of 10 days following the notification of the Change of Control by the Obligors' Agent, to require the cancellation of its Commitments and prepayment of its participation in the Facilities (including its share of any Documentary Credit) and of each L/G and each Documentary Credit issued by it in its capacity as Documentary Credit Bank and/or any Ancillary Facility made available by it, provided that no Documentary Credit Bank may require the prepayment of any Documentary Credit issued by it unless it requires prepayment in full of its participation in the Facilities. In such case, the Obligors' Agent may within 5 days after receipt of each such notification by the Facility Agent request that each Lender shall enter into good faith negotiations with the Obligors' Agent for a period no longer than 10 days from the date of the Parent's request with a view to agreeing a basis on which the Facilities and/or Ancillary Facility can be continued (the “CoC Negotiation Period”). To the extent such agreement is reached between all or some of the Lenders and the Obligors' Agent, the Facilities and/or any Ancillary Facility, as the case may be, shall be continued on the agreed basis between the Obligors' Agent and the Lenders wishing to continue if such Lenders have notified the Obligors' Agent (through the Facility Agent) accordingly no later than the date falling one Business Day after the expiry of the CoC Negotiation Period, provided that, with respect to each Lender which does not give such notice to the Facility Agent on or before such date, such Lender's Commitments shall be immediately cancelled and its participation in all outstanding Utilisations, its Ancillary Outstandings and any L/Gs and Documentary Credits it has issued, together with accrued interest, and all other amounts accrued under the Finance Documents, shall be immediately due and payable whereupon:

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(i) each Borrower must immediately repay to such Lender the portion of each Utilisation by such Lender(s) and any Ancillary Facility made available by it and borrowed from or representing exposure of such Lender and any Documentary Credit and L/G issued by that Lender; and

(ii) the Commitments of that Lender will be immediately cancelled.

12.4 Voluntary prepayment

(a) The Parent may, by giving not less than three Business Days' prior notice to the Facility Agent (or, in case of an L/G, to the respective Issuing Bank or, in case of a Documentary Credit, to the Facility Agent and the respective Documentary Credit Bank), prepay or procure the relevant Borrower to prepay any Utilisation at any time in whole or in part.

(b) A prepayment of part only of a Utilisation must be in a minimum amount of Euro 5 million in the case of an Advance or Euro 500,000 in the case of a Documentary Credit (or in each case the Optional Currency equivalent).

(c) Prepayments must be made together with interest accrued on the amount prepaid, and if not made on the last day of an applicable Term, will be subject to Break Costs but otherwise without penalty or premium.

(d) Subject to the other terms of this Agreement, any amount prepaid in accordance with this Clause 12.4 may be reborrowed.

12.5 Automatic cancellation

The Commitments of each Lender will be automatically cancelled:

(a) if no Utilisation is made by 15 February 2011; or

(b) at the close of business on the last day of the Availability Period.

12.6 Voluntary cancellation

(a) The Parent may, by giving not less than three Business Days' prior notice to the Facility Agent, cancel an Available Facility in whole or in part.

(b) Partial cancellation of an Available Facility must be in a minimum amount of Euro 5 million.

(c) Any cancellation in part of Commitments pursuant to this Clause 12.6 will be applied to the relevant Facility as determined by the Parent against the respective Commitments of each Lender pro rata.

(d) Subject to Clause 2.3 (Increase), amounts cancelled may not be reinstated.

12.7 Involuntary prepayment and cancellation

(a) If a Borrower is, or will be, required to pay to a Lender a Tax Payment or an Increased Cost or a Lender specifies a rate under paragraph 3(a) of Schedule 5, the Obligors' Agent may, while the requirement continues, give notice to the Facility Agent of prepayment and cancellation in respect of that Lender.

(b) After notification under paragraph (a) above:

(i) each Borrower must repay or prepay that Lender's share in each Utilisation utilised by it and any L/Gs issued by that Lender on the date specified in paragraph (c) below; and

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(ii) the Commitments of that Lender will be immediately cancelled.

(c) The date for repayment or prepayment of a Lender's share in a Utilisation will be the last day of the current Term for that Utilisation or, if earlier, the date specified by the Obligors' Agent in its notification (subject to the payment of any applicable Break Costs).

12.8 Right of cancellation in relation to a Defaulting Lender

(a) If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent 5 Business Days' notice of cancellation of each Available Commitment of that Lender.

(b) On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders

12.9 Miscellaneous provisions

(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Utilisations and Commitments. The Facility Agent must notify the Lenders promptly of receipt of any such notice.

(b) All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.

(c) The Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.

(d) No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.

(e) Except to the extent expressly set out in this Agreement, no amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated.

13. INTEREST

13.1 Calculation of interest

The rate of interest on each Advance for its Term is the percentage rate per annum equal to the aggregate of the applicable:

(a) Margin;

(b) EURIBOR or, in the case of an Advance denominated in an Optional Currency, LIBOR; and

(c) Mandatory Costs.

13.2 Payment of interest

Except where it is provided to the contrary in this Agreement, each Borrower must pay accrued interest on each Advance made to it on the last day of each Term provided that, if the Term is longer than six months, such accrued interest must also be paid on the dates falling at six-monthly intervals after the first day of that Term.

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13.3 Margin

Subject to Clause 13.4 (Margin Ratchet), the Margin will be 1.75 per cent. per annum.

13.4 Margin Ratchet

(a) If at any time, the then current Compliance Certificate (and the financial statements with which it is required by this Agreement to be delivered) received by the Facility Agent discloses that the ratio (the “Ratio”) of Consolidated Net Financial Indebtedness to Consolidated EBITDA for the Measurement Period to which that Compliance Certificate relates is within the ranges set out in the table below the Margin in respect of any outstanding Utilisation shall be adjusted (upwards or downwards) from the date on which the relevant Compliance Certificate has been received by the Facility Agent to the level set opposite the applicable Ratio in the table:

Ratio	Margin % p.a.
Greater than or equal to 2.25:1	2.25
Less than 2.25:1 but greater than or equal to 1.50:1	2.00
Less than 1.50:1	1.75

Upon delivery of the next set of Quarterly Consolidated Accounts, the margin shall revert to its original level or such other level as is determined in accordance with this Clause 13.4.

(b) If the Obligors' Agent fails to deliver any Quarterly Consolidated Accounts by the latest date provided for in Clause 22.2(a)(i), (ii) or (iii) (Financial Information) the Margin applicable to the Utilisations shall be the highest Margin in relation thereto appearing in the above table until such Quarterly Consolidated Accounts (and any related certificate) are delivered to the Facility Agent.

(c) Upon the occurrence of an Event of Default and the Facility Agent giving notice to the Obligors' Agent under this Clause 13.4(c), the Margin applicable to the Utilisations shall be the highest Margin in relation thereto appearing in the above table until such time as no Event of Default is continuing, whereupon the Margin shall be determined in accordance with the provisions set out in this Clause 13.4 on the basis of the most recently delivered Quarterly Consolidated Accounts.

13.5 Interest on overdue amounts

(a) If an Obligor fails to pay any amount (other than interest) payable by it under the Finance Documents, it must on demand by the Facility Agent pay interest on the overdue amount (other than interest) from its due date up to the date of actual payment, both before, on and after judgment.

(b) Interest on an overdue amount (other than interest) is payable at a rate determined by the Facility Agent to be one per cent. (1.00%) per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted an Advance in the currency of the overdue amount. For this purpose, the Facility Agent may (acting reasonably and after consultation with the Obligors' Agent):

(i) select successive Terms of any duration of up to three months; and

(ii) determine the appropriate Rate Fixing Day for that Term.

(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of an Advance and becomes due and payable prior to the last day of its current Term, then:

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(i) the first Term for that overdue amount will be the unexpired portion of that Term; and

(ii) the rate of interest on the overdue amount for that first Term will be one per cent. (1.00%) per annum above the rate then payable on that Advance.

After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.

(d) If an Obligor does not pay any interest when due under the Finance Documents, it shall make a liquidated damages payment for all amounts of interest overdue equal to the sum which is payable by applying the rate to be determined in accordance with paragraph (b) above on the amount of interest overdue, notwithstanding the defaulting Obligor's right to prove that no damage had arisen, or that damage has not arisen in the asserted amount.

13.6 Notification of rates of interest

The Facility Agent must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.

14. TERMS

14.1 Selection

(a) Each Advance has one Term only.

(b) A Borrower must select the Term for an Advance in the relevant Request.

(c) Subject to the following provisions of this Clause 14, each Term for an Advance will be:

(i) one, two, three or six months or any other duration not exceeding six months ending on the Maturity Date of an existing Advance or on the Final Maturity Date, at the option of the relevant Borrower, provided that there shall be no more than four Terms of one month in any period of 12 consecutive months; or

(ii) as agreed by the relevant Borrower and the Facility Agent, any other period of less than six months; or

(iii) as agreed by the relevant Borrower and all Lenders, any other period of more than six months.

14.2 No overrunning the Final Maturity Date

If a Term for an Advance would otherwise overrun the Final Maturity Date it will be shortened so that it ends on the Final Maturity Date.

14.3 Other adjustments

Subject to Clause 14.1(c)(iii) (Selection), the Facility Agent and the relevant Borrower may enter into such other arrangements as they may agree for the adjustment of Terms.

14.4 Notification

The Facility Agent must notify the Obligors' Agent and the Lenders of the duration of each Term promptly after ascertaining its duration.

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15. MARKET DISRUPTION

15.1 Failure of a Reference Bank to supply a rate

If an IBOR is to be calculated by reference to the Reference Banks but a Reference Bank does not supply a rate by 12.00 noon Munich time on a Rate Fixing Day, the applicable IBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.

15.2 Market disruption

(a) In this Clause 15, each of the following events is a “market disruption event":

(i) an IBOR is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 12.00 noon Munich time on the Rate Fixing Day; or

(ii) the Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Utilisation exceed 40 per cent. of that Advance that the cost to them of obtaining matching deposits in the relevant interbank market is in excess of the relevant IBOR for the relevant Term.

(b) The Facility Agent must promptly notify the Obligors' Agent and the Lenders of the occurrence of a market disruption event.

(c) After notification under paragraph (b) above, the rate of interest on each Lender's share in the affected Advance for the relevant Term will be the aggregate of the applicable:

(i) Margin;

(ii) rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its share in that Utilisation from whatever source it may reasonably select; and

(iii) Mandatory Cost.

15.3 Alternative basis of interest or funding

(a) If a market disruption event occurs and the Facility Agent or the Obligors' Agent so requires, the Obligors' Agent and the Facility Agent must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Utilisation and any future Utilisation.

(b) Any alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties.

16. TAXES

16.1 Gross-up

All payments by an Obligor under the Finance Documents shall be made without any deduction or withholding and free and clear of and without deduction or withholding for or on account of any Taxes except to the extent that the Obligor is required by law to make payment subject to any Tax. If any Tax or amounts in respect of Tax must be deducted, or any other deductions must be made, or withheld from any amounts payable or paid by an Obligor under the Finance Documents, the Obligor shall pay such additional amounts, as may be necessary to ensure that the relevant Finance Party receives a net amount equal to the full amount which it would have received had the payment not been made subject to any such deduction or withholding provided, however, that no Obligor

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shall be liable to pay any such additional amounts pursuant to this Clause 16.1 in respect of Taxes not imposed by way of deduction or withholding.

16.2 Tax receipts

All Taxes required by law to be deducted or withheld by an Obligor from any amounts paid or payable under the Finance Documents shall be paid by the relevant Obligor on or before the time when such Taxes are due and the Obligor shall, within a month of the payment being made, deliver to the Facility Agent for the relevant Lender evidence satisfactory to that Lender (including all relevant tax receipts) that the payment has been duly remitted to the appropriate authority.

16.3 Tax Saving

(a) If, following the imposition of any Tax on any payment by any Obligor in consequence of which such Obligor pays an additional amount under Clause 16.1 (Gross-up), any Finance Party shall as a result of such payment receive or be granted a credit against or remission for or deduction or relief from or in respect of any Tax payable by it which in such Finance Party's opinion (acting in good faith) is both identifiable and quantifiable by it without requiring such Finance Party or its professional advisers to expend a material amount of time or incur a material cost in so identifying or quantifying (any of the foregoing, to the extent so identifiable and quantifiable, being referred to as a “saving”), such Finance Party shall, to the extent that it can do so without prejudice to the retention of the relevant saving and subject to such Obligor's obligation to repay promptly on demand by the Finance Party the amount to such Finance Party if the relevant saving is subsequently disallowed or cancelled, reimburse such Obligor promptly after receipt of such saving by such Finance Party with such amount as such Finance Party shall in good faith have concluded will leave it after such reimbursement in the same after-Tax position as it would have been in had payment of the additional amount not been required to be made by the Obligor under Clause 16.1 (Gross-up).

(b) Nothing contained in this Agreement shall interfere with the right of any Finance Party to arrange its Tax and other affairs in whatever manner it thinks fit. No Finance Party shall be required to disclose any confidential information relating to the organisation of its affairs.

16.4 Tax indemnity

(a) Except as provided below, each Obligor must indemnify (within five Business Days of demand) a Finance Party against any loss or liability which that Finance Party determines will be or has been suffered (directly or indirectly) by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.

(b) Paragraph (a) above does not apply:

(i) to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:

(A) that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B) that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable, including any amount treated as income but not actually received by the

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Finance Party) by that Finance Party; or

(ii)    to the extent a loss, liability or cost is compensated for by an increased payment under Clause 16.1 (Gross-up).

(c) A Finance Party making, or intending to make, a claim under paragraph (a) above must promptly notify the Facility Agent of the event (but without being required to disclose any confidential information) which will give, or has given, rise to the claim, following which the Facility Agent shall promptly notify the Obligors' Agent.

16.5 STAMP TAXES

Each Obligor shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

16.6 VAT

(a) For clarification purposes, all amounts set out in, or expressed to be payable under, a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply and, accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT, unless the VAT is owed by the recipient of the supply (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b) If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient shall promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant Tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party determines in its sole discretion that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant Tax authority in respect of the VAT.

17. INCREASED COSTS

17.1 Increased Costs

Except as provided below in this Clause 17, the Obligors' Agent must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:

(a) the introduction of, or any change in, or any change in the interpretation, administration or application of any law or regulation by any authority charged with the introduction, making, interpretation, administration or application of the same; or

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(b) compliance with any law or regulation,

made after the date of this Agreement, provided that such Increased Costs shall not include, save, in the case of a transferee Lender, to the extent the Borrowers were obliged to pay such costs to the transferor, any costs incurred by any Finance Party as a result of the implementation of the Basel II Framework.

17.2 Exceptions

The Obligors' Agent need not make any payment for an Increased Cost to the extent that the Increased Cost is:

(a) compensated for by payment of the Mandatory Cost;

(b) attributable to a change (whether of basis, timing or otherwise) in the Tax on the net income of the Facility Agent or that Lender or compensated for under Clause 16 (Taxes) or which would have been compensated for under Clause 16 (Taxes) but for the exceptions contained therein; or

(c) attributable to the wilful breach by a Finance Party or its Affiliate with any law or directive.

17.3 Claims

(a) A Finance Party intending to make a claim for an Increased Cost must notify the Facility Agent of the circumstances giving rise to, and the amount of, the claim, following which the Facility Agent will notify the Obligors' Agent.

(b) Each Finance Party must, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of Increased Costs.

18. MITIGATION

18.1 Mitigation

(a) Each Finance Party must, in consultation with the Obligors' Agent, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

(i) any Tax Payment or Increased Cost being payable to that Finance Party;

(ii) that Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality; or

(iii) that Finance Party incurring any Mandatory Cost,

including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

(c) The Obligors' Agent must indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under paragraph (a) above.

(d) A Finance Party is not obliged to take any step under paragraph (a) above if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18.2 Conduct of business by a Finance Party

No term of this Agreement will:

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(a) interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

(b) (without prejudice to Clause 16.3(a) (Tax Saving)) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

19. PAYMENTS

19.1 Place of Payments

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the Finance Documents must be made to the Facility Agent to its account at such office or bank:

(a) in the principal financial centre of the country of the relevant currency; or

(b) in the case of Euro, in the principal financial centre of a Participating Member State or London,

as it may notify to that Party for this purpose by not less than five Business Days' prior notice.

19.2 Funds

Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.

19.3 Distribution

(a) Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility Agent to that Party by payment (as soon as practicable after receipt) to its account with such office or bank:

(i) in the principal financial centre of the country of the relevant currency; or

(ii) in the case of Euro, in the principal financial centre of a Participating Member State or London,

as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.

(b) The Facility Agent may apply any amount received by it for payment to an Obligor in or towards payment (as soon as practicable after receipt) of any amount due from that Obligor under the Finance Documents or in or towards the purchase of any amount of any currency to be so applied.

(c) Where a sum is paid to the Facility Agent under this Agreement for another Party, the Facility Agent is not obliged to pay that sum to that Party until it has established that it has actually received it. However, the Facility Agent may assume that the sum has been paid to it, and, in reliance on that assumption, make available to that Party a corresponding amount. If it transpires that the sum has not been received by the Facility Agent, that Party must immediately on demand by the Facility Agent refund any corresponding amount made available to it together with interest on that amount from the date of payment to the date of receipt by the Facility Agent at a rate calculated by the Facility Agent to reflect its cost of funds.

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19.4 Currency

(a) Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Clause.

(b) Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.

(c) A repayment or prepayment of any principal amount is payable in the currency in which that principal amount is denominated on its due date.

(d) Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.

(e) Each other amount payable under the Finance Documents is payable in Euros.

19.5 No set-off or counterclaim

All payments made by an Obligor under the Finance Documents must be made without set-off or counterclaim.

19.6 Business Days

(a) If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

19.7 Partial payments

(a) If the Facility Agent receives a payment insufficient to discharge all the amounts then due and payable by the Obligors under the Finance Documents, the Facility Agent must apply that payment towards the obligations of the Obligors under the Finance Documents in the following order:

(i) firstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Administrative Parties and the Issuing Banks;

(ii) secondly, in or towards payment pro rata of any accrued interest or fee (including fronting fees and guarantee fees) due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any other principal amount due but unpaid under this Agreement and any amount due but unpaid under Clause 7.2 (Claims under an L/G), Clause 7.3 (Indemnities) and Clause 8.1 (Counter-Indemnity from Account Party); and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Facility Agent must, if so directed by all the Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) This Clause 19.7 will override any appropriation made by an Obligor.

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19.8 Timing of payments

If a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the relevant Finance Party.

20. GUARANTEE

20.1 Guarantee (Garantie) and indemnity (Ausfallhaftung)

Each Guarantor irrevocably and unconditionally jointly and severally (gesamtschuldnerisch):

(a) guarantees (garantiert) by way of an independent payment obligation (selbständiges Zahlungsversprechen) to each Finance Party to pay to that Finance Party any amount of principal, interest, costs, expenses or other amount under or in connection with the Finance Documents that has not been fully and irrevocably paid by a Borrower; the payment shall be due (fällig) within three Business Days of a written demand by a Finance Party (or the Facility Agent on its behalf) stating the sum demanded from that Guarantor and that such sum is an amount of principal, interest, costs, expenses or other amount under or in connection with the Finance Document that has not been fully and irrevocably paid by a Borrower; and

(b) undertakes vis-à-vis each Finance Party to indemnify (schadlos halten) that Finance Party against any cost, loss or liability suffered by that Finance Party if any obligation of a Borrower under or in connection with any Finance Document or any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover (Ersatz des positiven Interesses) and the claim shall be due (fällig) within three Business Days of a written demand by that Finance Party (or the Facility Agent on its behalf).

For the avoidance of doubt this guarantee and indemnity does not constitute a guarantee upon first demand (Garantie auf erstes Anfordern) and, in particular, receipt of such written demand shall not preclude any rights and/or defences the Guarantor may have with respect to any payment requested by a Finance Party (or the Facility Agent on its behalf) under this guarantee and indemnity.

20.2 Continuing and independent guarantee and indemnity

This guarantee and indemnity is independent and separate from the obligations of any Borrower and is a continuing guarantee and indemnity which will extend to the ultimate balance of sums payable by any Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

The guarantee and indemnity shall extend to any additional obligations of a Borrower resulting from any amendment, novation, supplement, extension, restatement or replacement of any Finance Documents, including without limitation any extension of or increase in any facility or the addition of a new facility under any Finance Document.

20.3 Reinstatement

If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

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(a) the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

(b) each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

20.4 Excluded defences

(a) The obligations of each Guarantor under this Clause 20 will not be affected by an act, omission, matter or thing which relates to the principal obligation (or purported obligation) of any Borrower and which would reduce, release or prejudice any of its obligations under this Clause 20, including any personal defences of any Borrower (Einreden des Hauptschuldners) or any right of revocation (Anfechtung) or set-off (Aufrechnung) of any Borrower.

(b) The obligations of each Guarantor under this Clause 20 are independent from any other security or guarantee which may have been or will be given to the Finance Parties. In particular, the obligations of each Guarantor under this Clause 20 will not be affected by any of the following:

(i) the release of, or any time (Stundung), waiver or consent granted to, any other Obligor from or in respect of its obligations under or in connection with any Finance Document;

(ii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or any other person or any failure to realise the full value of any security;

(iii) any incapacity or lack of power, authority or legal personality of or dissolution or a deterioration of the financial condition of any other Obligor; or

(iv) any unenforceability, illegality or invalidity of any obligation of any other Obligor under any Finance Document.

(c) For the avoidance of doubt nothing in this Clause 20 shall preclude any defences that any Guarantor (in its capacity as Guarantor only) may have against a Finance Party that the guarantee and indemnity does not constitute its legal, valid, binding or enforceable obligations.

20.5 Immediate recourse

No Finance Party will be required to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 20. This applies irrespective of any provision of a Finance Document to the contrary.

20.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 20.

20.7 Deferral of Guarantors' rights

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Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 20:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents;

(c) to exercise any right of set-off against any Obligor; and/or

(d) to take the benefit (in whole or in part and whether by way of legal subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 19 (Payments) of this Agreement.

20.8 Release of Guarantors' right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

20.9 Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

20.10 Limitation – German Guarantors

The Finance Parties agree not to enforce the guarantee created hereunder by a Guarantor incorporated in Germany as a limited liability company (GmbH) (a “German GmbH Guarantor”) under this Clause 20 if and to the extent that that guarantee secures liabilities of an affiliated company (verbundenes Unternehmen) within the meaning of Section 15 et seq. of the German Stock Corporation Act (Aktiengesetz) of that German GmbH Guarantor (other than the German GmbH Guarantor's Subsidiaries) and if and to the extent that such enforcement would lead to the situation in which such German GmbH Guarantor's assets (the calculation of which shall take into account the captions reflected in Section 266 subsection (2) A, B and C of the German Commercial Code

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(Handelsgesetzbuch)) less the sum of (A) the liabilities of the German GmbH Guarantor (the calculation of which shall take into account the captions reflected in Section 266 sub-section (3) (A)(IV) (to the extent losses are carried forward) and (V) (to the extent there is an annual loss), B, C and D of the German Commercial Code), and (B) the stated share capital (Stammkapital) of the German GmbH Guarantor (the “Net Assets”)) are less than zero or are further reduced below zero leading to a violation of the capital maintenance requirements as set out in Sections 30 and 31 of the German Limited Liability Company Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung).

(a) For the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows:

(i) the amount of any increase of the stated share capital after the date hereof (excluding any such increase of stated share capital permitted pursuant to any other agreement to which the Facility Agent and the relevant German Guarantor are a party) (aa) that has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln), (bb) that has been effected in violation of the undertaking set out in paragraph (b) below or (cc) to the extent that it is not fully paid up, shall be deducted from the stated share capital;

(ii) loans and other contractual liabilities incurred in negligent or wilful violation of the provisions of this Agreement shall be disregarded; and

(iii) any amounts drawn by a Borrower under this Agreement and directly made available to a German GmbH Guarantor which have not yet been repaid by that German GmbH Guarantor as of the date on which a payment demand is made pursuant to this Clause 20 (Guarantee) shall be disregarded.

(b) Each relevant Obligor will, and each Obligor will procure that each relevant member of the Group which is its Subsidiary will, effect increases of the equity of a German GmbH Guarantor whose guarantee is subject to the limitations on enforcement set out in this Clause 20.10 (Limitation – German Guarantors) by way of increase of its stated share capital only in cases where such means of increasing the equity of such German GmbH Guarantor is when compared with an increase of the equity of such German GmbH Guarantor by way of contribution into its capital reserves in the reasonable opinion of such German GmbH Guarantor's shareholders, commercially advantageous.

(c) In addition, each German GmbH Guarantor shall realise upon enforcement of the guarantee created hereunder and a respective request of the Facility Agent, to the extent legally permitted and, in respect of the relevant German GmbH Guarantor's business, commercially justifiable, in a situation where such German GmbH Guarantor's Net Assets are, or would as a result of enforcement be, less than zero any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than the market value of the assets if the asset is not necessary for such German GmbH Guarantor's business (betriebsnotwendig).

(d) For the purpose of the calculation of the Net Assets and thus the enforceable amount, the relevant German GmbH Guarantor will deliver within 30 days after receipt from the Facility Agent of a notice stating that the Facility Agent has become entitled to demand payment under the guarantee, to the Facility Agent an up to date balance sheet drawn-up by a firm of auditors of international standard and repute together with a determination of the Net Assets. Such balance sheet and determination of Net Assets shall be prepared in accordance with accounting principles pursuant to the German Commercial Code and be based on the same principles that were applied when establishing the previous year's balance sheet.

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The determination by the auditors (as set forth above, the “Auditors' Determination”) pertaining to the relevant German GmbH Guarantor shall be up to date and in any event such Auditors' Determination shall have been prepared as of a date no earlier than 15 Business Days prior to the date of the enforcement of the guarantee.

(e) Should the relevant German GmbH Guarantor fail to deliver such balance sheet and/or determination of the Net Assets, the Facility Agent shall be entitled to demand payment under the guarantee, without limitation, but agrees to release proceeds from such enforcement to the extent required to ensure that the Net Assets shall not be less than zero.

20.11 Limitation – US Guarantors

Anything herein or in any other Finance Document to the contrary notwithstanding the maximum liability of each Guarantor which is organised under the laws of the United States of America or any State thereof (including the District of Columbia) (a “US Obligor”) hereunder and under the other Finance Documents shall in no event exceed the maximum amount beyond which the obligations of such Guarantor under this Agreement would constitute a fraudulent transfer or conveyance under applicable United States federal and state laws, including relating to the insolvency of debtors. In addition, no guarantee shall be given by any Obligor which is not a US Obligor (a “non-US Obligor”) in respect of the obligations of any US Obligor that is a Holding Company in respect of such non-US Obligor to the extent that such guarantee would cause material adverse tax consequences for such US Obligor.

21. REPRESENTATIONS

21.1 Representations

Each Obligor (or, if so stated, the Parent) makes the representations and warranties set out in this Clause 21 to each Finance Party on the date of this Agreement.

21.2 Status

(a) It is a limited liability company (with the exception of the Parent which is a stock corporation (Aktiengesellschaft)), duly incorporated and validly existing under the laws of its country of incorporation.

(b) Each of its Material Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

21.3 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into, performance and delivery of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

21.4 Legal validity

Subject to the Reservations, each Finance Document to which it is or will be a party constitutes, or when executed in accordance with its terms will constitute its legal, valid, binding and enforceable obligation in accordance with its terms.

21.5 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents does not and will not breach or conflict with:

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(a) any law or regulation or judicial order applicable to it so as to have a Material Adverse Effect; or

(b) any document or the terms of any consent which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries' assets so as to have a Material Adverse Effect; or

(c) its articles of association or any other constitutional document.

21.6 Assets

Each Obligor has title to or valid leases or licences of or otherwise is entitled to use all assets necessary to conduct its business to the extent that failure so to do would have a Material Adverse Effect.

21.7 No default

(a) No Default relating to it has occurred and is continuing.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.

21.8 Authorisations

All authorisations required in connection with its entry into, performance, validity, enforceability and admissibility into evidence of, and the transactions contemplated by, the Finance Documents have been obtained or effected and are in full force and effect.

21.9 Group Structure Chart

The Group Structure Chart is accurate in all material respects as at the date of this Agreement.

21.10 Information and Business Plan

(a) To the best of its knowledge, information and belief, all factual written information provided by it or on its behalf to the Original Lenders in connection with the Facilities was, at the time the same was provided (or, if earlier, the date it was stated), true and accurate in all material respects and not misleading in any material respect.

(b) The Business Plan has been prepared on the basis of (i) assumptions believed by the Parent to be reasonable, and (ii) the accounting principles used for financial reporting under the Existing Facility Agreement at the date hereof.

(c) Nothing has occurred or been omitted from the factual information provided to the Original Lenders and no information has been given or withheld that results in any information provided being untrue or misleading in any material respect.

21.11 Accounts

The most recently delivered annual audited and quarterly unaudited financial statements of the Group:

(a) were prepared, in the case of annual audited financial statements, in accordance with IFRS or, in the case of quarterly unaudited consolidated financial statements, in accordance with GAAP; and

(b) in conjunction with the notes, gave a true and fair view of the financial condition of the Group as at the date to which they were drawn up and the results of the Group's operations during the relevant financial period,

and as at the date of this Agreement, there has been no material adverse change in the consolidated financial condition of the Group since the date to which the Original Financial Statements were drawn up.

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21.12 Litigation

No litigation, arbitration or administrative proceedings against any member of the Group are either current or, to the best of its knowledge and belief, threatened or pending which would have a Material Adverse Effect.

21.13 Security Interest

The execution of this Agreement, and the exercise by it of its rights or performance of its obligations under this Agreement, will not result in the existence of, or oblige any member of the Group to create, any Security Interest over all or any part of its present or future assets which would not be permitted to be created pursuant to Clause 22.10 (Negative pledge).

21.14 Pari passu ranking

The claims of the Finance Parties against it under the Finance Documents rank and will at all times rank pari passu in right and priority with the claims of all its other unsecured and unsubordinated creditors (actual or contingent), except for obligations which are mandatorily preferred by law applying to German companies generally.

21.15 Environmental Compliance

It and each of its Subsidiaries has complied in all respects with all Environmental Law where non compliance would have a Material Adverse Effect.

21.16 Intellectual Property Rights

(a) The Obligors (taken together) have licenses to all the intellectual property rights which are required by the Group in order for it to carry on business in all material respects as it is being conducted and as contemplated in the Business Plan, save to the extent that failure to have or own such intellectual property would not have a Material Adverse Effect; and

(b) The Obligors (taken together) have taken all actions (including payment of fees) required to maintain in full force and effect any registered intellectual property rights referred to in paragraph (a) above owned by it, lack of which would have a Material Adverse Effect.

21.17 Tax Liabilities

(a) No claims are being asserted against it or any of its Subsidiaries with respect to Taxes which are reasonably likely to be determined adversely to it or to such Subsidiary and which, if so adversely determined and after taking into account any indemnity or claim against any third party with respect to such claim, would have a Material Adverse Effect and all reports and returns on which such Taxes are required to be shown have been filed within any applicable time limits and all Taxes required to be paid have been paid within any applicable time limit save, in each case, to the extent that failure to do so would not have a Material Adverse Effect.

(b) It is not at the date hereof required to make any deduction for or on account of Tax from any interest payment it may make under any Finance Document.

21.18 Pension Schemes

The pension schemes of each Obligor are funded to the extent required by law or otherwise comply with the requirements of any material law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, where failure to do so would have a Material Adverse Effect.

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21.19 Material Adverse Change

No event or circumstance has occurred since 30 September 2009 which has had or would have a Material Adverse Effect.

21.20 Times for making Representations

(a) The representations set out in this Clause are made by each Obligor on the date of this Agreement.

(b) With the exception of those matters set out in Clause 21.7 (No default) (but only as to Potential Events of Default), 21.9 (Group Structure Chart), 21.10 (Information and Business Plan), 21.12 (Litigation), 21.17(b) (Tax liabilities) and 21.19 (Material Adverse Change), each representation set out in this Clause 21 is repeated by each Borrower on the date of each Request and deemed to be repeated on each Utilisation Date, in each case with reference to the facts and circumstances then existing.

22. UNDERTAKINGS

22.1 Duration

The undertakings in this Clause 22 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement.

22.2 Financial Information

(a) The Obligors' Agent must:

(i) as soon as the same become available, but in any event within 120 days after the end of each of its financial years, deliver to the Facility Agent the audited consolidated accounts of the Parent for that financial year;

(ii) as soon as the same become available, but in any event within 150 days after the end of each of its financial years ending after the date of this Agreement, deliver to the Facility Agent the IFRS reporting package (consisting in each case of a balance sheet, a profit-and-loss statement, a cash flow statement and supplementary explanations) of each Obligor, in each case prepared in accordance with IFRS or GAAP in the jurisdiction of that Obligor (such financial statements shall only be audited if actually prepared and audited or required by law to be prepared and audited);

(iii) as soon as the same become available, but in any event within 45 days of each quarter-year end, deliver to the Facility Agent the quarterly unaudited consolidated management accounts of the Group;

(iv) as soon as the same becomes available, but in any event within 60 days after the start of each financial year, deliver to the Facility Agent the annual budget of the Group; and

(v) ensure that each set of accounts referred to in paragraphs (i), (ii) and (iii) above (except as may be stated in the notes):

(A) are prepared in accordance with IFRS or GAAP or in each case such other accounting standards as provided or agreed in accordance with paragraph (b)(i) below; and

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(B) in the case of the accounts referred to in paragraphs (i) and (ii) above, give a true and fair view of the financial condition of the Group or, as the case may be, the relevant Obligor as at the date to which they were drawn up and the results of the Group's or, as the case may be, the relevant Obligor's operations during the relevant financial year.

(b) The Obligors' Agent must:

(i) not, without notifying the Facility Agent, change the basis on which its audited annual consolidated financial statements or quarterly unaudited consolidated financial statements or annual budgets are prepared or make any change to its financial year end such that it ceases to fall on an Accounting Date;

(ii) if requested by the Facility Agent, supply to the Facility Agent:

(A) a full description of any change notified under paragraph (i) above; and

(B) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements or the annual budget prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement;

(iii) if requested by the Facility Agent (and, if requested by the Obligors' Agent, the Facility Agent must) enter into discussions for a period of not more than 30 days with a view to agreeing any amendments (including, for the avoidance of doubt, any amendments required to Clause 23 (Financial Covenants) pursuant to any change contemplated in sub-paragraph (i) above) required to be made to this Agreement to place the Obligors' Agent and the Lenders in the same position as they would have been in if the change had not happened. Any agreement between the Obligors' Agent and the Facility Agent made, with the prior consent of the Majority Lenders will be binding on all the Parties; and

(iv) if no agreement is reached under paragraph (iii) above on the required amendments to this Agreement, ensure that its auditors or another firm of accountants certify those amendments and the certificate of the auditors or another firm of accountants will be, in the absence of manifest error, binding on all the Parties. In preparing the report the auditors or another firm of accountants will act as independent experts and not as auditors.

(c) In case GAAP changes from time to time after the date of this Agreement, the determination of the financial covenants and any other financial computations to be made under this Agreement shall be made in accordance with GAAP as in force at the date of this Agreement and, when making such calculations, the figures in the financial statements of the Parent (but not, for the avoidance of doubt, the financial ratios set out in this Agreement) shall be appropriately adjusted by the Parent in good faith in consultation with its auditors, so that the effects of such changes in GAAP will be neutralised. Within ten Business Days after any such adjustment by the Parent, the Parent will furnish the Facility Agent with a certificate or written statement of a senior financial officer specifying the effective date of such change in GAAP, stating the nature of such change in GAAP generally, describing in reasonable detail the adjustments which may be required as a result of such change (including sufficient information to enable the Finance Parties to determine the financial ratios under this Agreement and to make a proper comparison between the financial position shown by the set of financial statements or the annual budget prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement) and certifying that such adjustments were made in accordance with this

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paragraph. Any Compliance Certificate delivered to the Facility Agent after any such change in GAAP shall include an offsetting and reconciliation (Überleitungsrechnung) in relation to any items included in the computation of the financial covenants in that Compliance Certificate in such detail as to enable the Finance Parties to make a proper comparison between the items shown by the set of financial statements delivered together with that Compliance Certificate and the items included in the computation of the financial covenants in that Compliance Certificate.

22.3 Information - Miscellaneous

The Obligors' Agent shall:

(a) supply to the Facility Agent all formal documents despatched by the Parent to its shareholders generally (or any class of them) or its creditors generally (or any class of them) within five Business Days of the same being despatched;

(b) supply to the Facility Agent promptly on receipt of a request by the Facility Agent, acting on the instructions of the Majority Lenders, such further information regarding the financial condition and operations of the Group, as it may reasonably request; and

(c) promptly upon becoming aware of them, supply to the Facility Agent the details of any litigation, arbitration or administrative proceedings which are commenced against any member of the Group and which are or are reasonably likely to be determined adversely to it and which, if so adversely determined, would have a Material Adverse Effect.

22.4 Notification of Default

The Obligors' Agent shall notify the Facility Agent of:

(a) any Default (and the steps, if any, being taken to remedy it); and

(b) any event giving rise to an obligation to prepay all or any part of the Facility under Clause 12.2 (Mandatory prepayment – disposal) or 12.3 (Mandatory prepayment - change of control),

promptly upon it becoming aware of such occurrence.

22.5 Know your customer requirements

(a) Subject to paragraph (b) below, each Obligor must promptly on the request of any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to comply with applicable laws relating to “know your customer” requirements.

(b) An Obligor is only required to supply any information under paragraph (a) above if the necessary information is not already available to the relevant Finance Party and the requirement arises as a result of:

(i) the introduction of or any change in (or in the interpretation, administration or application of by any authority charged with the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor after the date of this Agreement; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a person that is not a Lender before that assignment or transfer.

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(c) Each Lender must promptly on the request of the Facility Agent supply to the Facility Agent any documentation or other evidence which is reasonably required by the Facility Agent to comply with applicable laws relating to “know your customer” requirements.

22.6 Compliance Certificates

The Obligors' Agent shall promptly supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

(a) with each set of financial statements of the Group delivered to it under Clauses 22.2(a)(i) and (iii) (Financial Information) above for a Measurement Period of the Group a Compliance Certificate signed by one of its directors or senior officers and (only in the case of financial statements delivered under Clause 22.2(a)(i) (Financial Information)) a list of Material Subsidiaries as at the date of those accounts;

(b) in relation only to financial statements delivered under Clause 22.2(a)(i) (Financial Information) confirmation by the Group's auditors of correct extraction of relevant information from financial statements and mathematical accuracy of calculations, provided that (A) audit firms continue as a matter of general policy to be willing to provide confirmations of this type (and the Obligors' Agent will use reasonable endeavours to procure that its auditors will continue to be willing to provide such confirmation pursuant to this Agreement), and (B) the Lenders have become party to the customary engagement letter with the auditors and the Obligors' Agent; and

(c) if the Facility Agent so requests, a certificate signed by one of its directors or senior officers on its behalf certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps (if any) being taken to remedy it.

22.7 Authorisations

Each Obligor shall promptly:

(a) obtain, maintain and comply with the terms of; and

(b) upon the request of the Facility Agent, supply certified copies to the Facility Agent of,

any authorisation required under any law or regulation to enable it to perform its obligations under the Finance Documents, and to ensure the validity, enforceability and the admissibility in evidence of each Finance Document.

22.8 Compliance with laws

Each Obligor shall, and shall procure that each member of the Group which is its Subsidiary shall, comply in all respects with all laws (including, without limitation, Environmental Law) permits and licences to which it is subject, if failure so to comply would have a Material Adverse Effect.

22.9 Pari passu ranking

Each Obligor shall procure that its payment obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated liabilities, except for liabilities which are mandatorily preferred by law applying to companies generally.

22.10 Negative pledge

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(a) Each Obligor shall not, and shall procure that no other member of the Group which is its Subsidiary will, create or permit to subsist any Security Interest on any of its present or future assets.

(b) Paragraph (a) above does not apply to the following Security Interests:

(i) any Security Interest arising solely by operation of law or by agreement to substantially the same effect or arising in the ordinary course of trading conducted in compliance with the provisions of this Agreement;

(ii) any Security Interest existing on or over the assets of any company acquired by a member of the Group after the date of this Agreement, but only if:

(A) the Security Interest (and the indebtedness secured thereby) was not created in contemplation of the acquisition;

(B) the maximum principal amount of the indebtedness secured by the Security Interest is not subsequently increased; and

(C) such Security Interest is discharged within three months of completion of the acquisition or otherwise permitted pursuant to this clause;

(iii) any Security Interest existing on or over an asset acquired by a member of the Group after the date of this Agreement, but only if:

(A) the Security Interest (and the indebtedness secured thereby) was not created in contemplation of the acquisition;

(B) the maximum principal amount of the indebtedness secured by the Security Interest is not subsequently increased; and

(C) such Security Interest is discharged within three months of completion of the acquisition or otherwise permitted pursuant to this clause;

(iv) any Security Interest arising over accounts with banks and financial institutions as a result of netting and set-off arrangements existing and/or arising from time to time with those banks and financial institutions for the purpose of netting debit and credit balances;

(v) any Security Interest over goods purchased by a member of the Group in the ordinary course of its trade arising in favour of the relevant supplier by virtue of the supplier's retention of title clause and which secures only the purchase price of the goods

(vi) any Security granted by a member of the Group (other than an Obligor) in favour of another member of the Group, provided that the amount of obligations secured by such Security will at no time exceed EUR 20,000,000;

(vii) any Security Interest arising under customary general business conditions in the ordinary course of its business, including without limitation of any bank with whom any member of the Group maintains a banking relationship;

(viii) any Security Interest created or subsisting to secure any obligations incurred in order to comply with the requirements of Section 8a of the German Altersteilzeitgesetz or Section 7d of the German Sozialgesetzbuch IV;

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(ix) any Security Interest arising under Clause 1.2(a)(ii)(C) (Construction) of this Agreement;

(x) any Security Interest existing at the date of this Agreement not permitted by paragraphs (i) to (x) above of which the Facility Agent has been informed in writing prior to the date hereof; and

(xi) any Security Interest (other than any Security Interests to the extent permitted by paragraphs (i) to (xi) above) securing indebtedness not exceeding in aggregate €20 million (or its equivalent).

22.11 Restrictions on Guarantees

(a) Each Obligor shall procure that no other member of the Group which is its Subsidiary (other than an Obligor) will guarantee (which for the purposes of this Clause 22.11 includes an indemnity or other form of assurance against financial loss) any Financial Indebtedness of the Borrowers unless the obligations of the Borrowers under this Agreement are similarly guaranteed, save when such guarantee is given by a member of the Group in connection with netting and set off arrangements under cash management facilities existing and/or arising from time to time in the ordinary course of its banking arrangements and extended to members of the Group by a bank or financial institution.

(b) Each Obligor shall procure that if any Financial Indebtedness of any Obligor is guaranteed by a member of the Group which is not an Obligor hereunder, such member of the Group will become a Guarantor hereunder in accordance with, but subject as provided in Clause 31.10 (Additional Guarantors), as soon as reasonably practicable.

22.12 Disposals

(a) No Obligor will, and each Obligor will procure that no member of the Group which is its Subsidiary will, dispose of all or any substantial part of the business and/or assets of, or of any shares in the capital of any Obligor or any Holding Company thereof.

(b) Each Obligor shall not and shall procure that no other member of the Group which is its Subsidiary shall sell, transfer, lease, factor or otherwise dispose of any assets in a single transaction or a series of transactions not falling under paragraph (a) above other than disposals made on arm's length terms and at a value which in the reasonable opinion of the management of the disposer represents fair market value for that asset, provided that the aggregate amount of disposals permitted hereunder shall not exceed 7.5 per cent of the consolidated total assets (Bilanzsumme) in any financial year of the Parent.

(c) Paragraphs (a) and (b) of this Clause 20.12 (Disposals) shall not apply to disposals of assets in connection with the funding of special purpose vehicles or trusts assuming the obligation to fulfil pension obligations of any member of the Group (commonly referred to as collateralised trust arrangements);

(d) Paragraphs (a) of this Clause 20.12 (Disposals) shall not apply to:

(i) disposal of assets (other than shares in any member of the group) in the ordinary course of trading of the disposing entity;

(ii) application of funds in any manner not prohibited by the Finance Documents and the disposal of Cash Equivalents for cash (or vice versa) or other Cash Equivalents, and for this purpose “Cash Equivalents” shall have the meaning set out in paragraphs (b) to (f) (inclusive) of the definition of “Consolidated Cash or Cash Equivalents";

(iii) the exchange of assets (other than shares in any member of the Group) for other assets of a similar nature and value or the sale of assets on normal commercial terms for cash which is applied in or towards the purchase of similar

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assets within 180 days (or is committed to be so applied and is actually so applied within 360 days) provided that in either case if the entity exchanging or disposing of the relevant asset is an Obligor the entity which receives cash or owns the corresponding replacement asset will also be an Obligor in the same jurisdiction as the disposing Obligor;

(iv) any disposal of assets which is required by an agreement existing as at the date of this Agreement the details of which have been disclosed to the Facility Agent prior to the date of this Agreement by the Obligors' Agent;

(v) disposals of obsolete or redundant assets (other than shares);

(vi) disposal of one or more assets between members of the Group provided that in the case of a disposal of assets in accordance with this paragraph (vi) which would otherwise be prohibited under paragraph (a) of this Clause 20.12 (Disposals), the recipient becomes a Guarantor in accordance with Clause 29.8; or

(vii) disposals made with the approval of the Majority Lenders;

(e) Paragraph (b) of this Clause 22.12 (Disposals) shall not apply to:

(i) the application of an amount of funds permitted under Clause 22(d)(ii)) which is not material and which is applied (A) in a manner not prohibited by the Finance Documents and (B) for the benefit of the business of the Group; or

(ii) disposals made to another member of the Group provided that if as a result of such disposal, the recipient member becomes a Material Subsidiary such recipient will become a Guarantor in accordance with Clause 29.8.

22.13 Acquisitions

No Obligor will, and each Obligor will procure that no member of the Group which is its Subsidiary will, acquire (by subscription or otherwise) any business or company (or corporation) or acquire any shares (or other ownership interest) therein other than:

(a) any Permitted Acquisition;

(b) an acquisition constituting a subscription for shares in, or other capital contribution to an existing member of the Group;

(c) for the incorporation or other establishment of Subsidiaries by members of the Group provided that such Subsidiary is a newly incorporated or established company with limited liability; and

(d) by one member of the Group from another member of the Group.

22.14 Merger

Without the prior approval of the Majority Lenders, no Obligor shall enter into any amalgamation, demerger (other than any demerger permitted pursuant to Clause 22.12 (Disposals)), merger or corporate reconstruction (a) with any person who is not a member of the Group or (b) (in the case of mergers within the Group) unless the surviving entity assumes the obligations of any and each Obligor merged into it and where the Parent is involved it is the surviving entity (and the Obligors' Agent will procure the delivery of a legal opinion from a reputable law firm, in a form satisfactory to the Facility Agent, acting reasonably, confirming the assumption of such obligations by the relevant successor entity).

22.15 Change of Business

The Parent shall procure that no substantial change is made to the general nature of the business of the Group taken as a whole from that carried on at the date of this Agreement.

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22.16 Financial Indebtedness

(a) Subject to paragraph (b) below, the Parent shall procure that the aggregate principal amount of outstanding Financial Indebtedness of the Group (excluding any falling within paragraph (f) of the definition of Financial Indebtedness) does not exceed €75 million (or its equivalent).

(b) Paragraph (a) above does not apply to:

(i) any Financial Indebtedness arising under or guaranteed pursuant to a Facility or any Ancillary Facility;

(ii) Financial Indebtedness arising under or pursuant to the Existing Facility Agreement (provided that it will be repaid or prepaid or cash cover will be provided in respect thereof on the First Utilisation Date in accordance with the terms of this Agreement);

(iii) unsecured overdraft, working capital and capital expenditure facilities to the extent that a Documentary Credit has been issued, or a guarantee has been issued under the Ancillary Facilities, in each case, in respect of the principal amount of such facilities or where only BACS or other similar daylight banking accommodation is provided;

(iv) Financial Indebtedness agreed in writing by the Facility Agent (acting on the instructions of the Majority Lenders);

(v) Financial Indebtedness arising under ancillary facilities provided under the Existing Facility Agreement which continue as at the First Utilisation Date and which are covered by a Documentary Credit or L/G issued under this Agreement or a guarantee under any Ancillary Facility provided that the Obligors' Agent uses reasonable endeavours to procure that these arrangements are replaced with Ancillary Facilities or L/Gs as soon as reasonably practicable after the First Utilisation Date so long as the terms of such Ancillary Facilities, as the case may be, are competitive in light of market rates; and

(vi) Financial Indebtedness up to €50 million (or its equivalent) in aggregate in respect of the indemnity or reimbursement obligations of any member of the Group relating to letters of credit, guarantees, bonds or similar instruments issued by financial institutions to third parties in the ordinary course of trading of the relevant Group member,

none of which shall be calculated into the €75 million (or equivalent) basket specified in paragraph (a) above.

22.17 Intellectual Property Rights

Each Obligor will, and will procure that each member of the Group which is its Subsidiary will, except to the extent the Facility Agent (on the instructions of the Majority Lenders) otherwise consents in writing (such consent not to be unreasonably withheld):

(a) make such registrations and pay such fees and other amounts as are necessary to keep those registered Intellectual Property Rights which are material to the business of any member of the Group in force and to record its interest in those Intellectual Property Rights;

(b) take such steps as are necessary and commercially reasonable (including, without limitation, the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights referred to in paragraph (a) above; and

(c) not sell, assign, transfer, charge, terminate or enter into any material contract or licence arrangement in respect of those Intellectual Property Rights referred to in paragraph (a) above save for (i) licence arrangements entered into with members of the Group for so long as they remain members of the Group, and (ii) non-exclusive licence arrangements entered into

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on normal commercial terms and in the ordinary course of its trade, in each case where failure to comply with the foregoing would have a Material Adverse Effect.

22.18 Insurance

The Obligors' Agent will, and will procure that each member of the Group will, insure and keep insured all its property and assets of an insurable nature and which are customarily insured (either generally or by companies carrying on a similar business) against loss or damage by fire and other risks normally insured against by persons carrying on the same or a similar class of business as that carried on by it at levels reasonably prudent with reputable independent insurance companies or underwriters.

22.19 Guarantors

The Obligors' Agent shall ensure that subject only to the limitations in Clause 31.10 (Additional Guarantors) (a) all Material Subsidiaries on the date of this Agreement (other than the Exempted Subsidiaries) are Guarantors and (b) that it shall promptly notify the Facility Agent if any member of the Group becomes a Material Subsidiary after the First Utilisation Date, and, ensure that it becomes a Guarantor in accordance with Clause 31.10 (Additional Guarantors) as soon as reasonably practicable after becoming a Material Subsidiary.

22.20 Treasury Transactions

No Obligor will enter into any interest rate or currency swap, cap, ceiling, collar, floor or financial futures or commodity contract or option (whether over the counter or exchange traded) or any similar hedging or treasury transaction, other than (i) a Hedging Agreement, (ii) spot foreign exchange and commodity contracts entered into in the ordinary course of business on normal commercial terms, (iii) transactions entered into for the hedging of actual or projected exposures arising in the ordinary course of trading activities of members of the Group carried on in compliance with the terms of the Finance Documents. No Obligor will engage in any such transaction for speculative purposes.

22.21 Restricted transactions

No Obligor shall (and each Obligor shall procure that none of its Subsidiaries will) enter into any transaction with any shareholder of the Obligors' Agent or any entity controlled by either of them except on arm's length terms and in the normal course of business.

22.22 Auditors

No Obligor shall, and each Obligor will procure that none of its Subsidiaries will, appoint any auditors in respect of any consolidated accounts of the Parent other than PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or any amalgamation of the same or their successors or such other firm of international repute.

23. FINANCIAL COVENANTS

23.1 Interpretation

(a) Except as provided to the contrary in this Agreement, an accounting term used in this Clause is to be construed in accordance with the principles applied in connection with the Original Financial Statements.

(b) For the purpose of this Clause 23 and the definition of Consolidated EBITDA, the “EBITDA” of any acquired or disposed entity shall be determined on a basis consistent with the basis for determination of Consolidated EBITDA and ascertained by reference to the latest accounts of such entity.

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23.2 Leverage

The Obligors' Agent shall ensure that the ratio of Consolidated Net Financial Indebtedness of the Group at the end of each Measurement Period to Consolidated EBITDA for that Measurement Period shall be less than 2.75:1.

23.3 Interest cover

The Obligors' Agent shall ensure that the ratio of Consolidated EBITDA of the Group to Consolidated Net Interest Payable of the Group for each Measurement Period is not less than 4.00:1.

23.4 Calculation

The covenants contained in Clauses 23.2 (Leverage) and 23.3 (Interest Cover) will be tested on a rolling aggregate basis for the immediately preceding twelve months ending at the end of the Measurement Period.

24. DEFAULT

24.1 Events of Default

Each of the events and circumstances set out in this Clause 24 is an Event of Default.

24.2 Non-payment

An Obligor does not pay on the due date any amount payable by it under the Finance Documents at the time, in the currency and in the manner specified in the Finance Documents and, if caused by technical or administrative error, the failure to pay is not remedied within three Business Days of the due date.

24.3 Breach of Financial Covenant

The Obligors' Agent is in breach of its obligations under Clause 23.2 (Leverage) or Clause 23.3 (Interest cover).

24.4 Other breaches

An Obligor fails duly to perform or comply with any obligation expressed to be assumed by it in the Finance Documents (other than any referred to in Clause 24.2 (Non-payment) or Clause 24.3 (Breach of Financial Covenant)) and the default (if capable of remedy) is not remedied within twenty one days after the earlier of the Facility Agent giving notice of the default to the relevant Obligor and the relevant Obligor becoming aware of the failure to comply.

24.5 Misrepresentation

Any representation or statement made by any Obligor in this Agreement, any request or any information provided pursuant to Clause 22.3 (Information - Miscellaneous) is or proves to have been incorrect or misleading when made or (if applicable) repeated and, where the circumstances making such representation or statements incorrect or misleading are capable of being altered so that such representation or statement is correct or not misleading, such circumstances are not so altered within twenty one days of the earlier of the Facility Agent notifying the Obligors' Agent of such representations or statement being incorrect or misleading or the relevant Obligor becoming aware thereof.

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24.6 Cross-default

(a) Any Financial Indebtedness of a member of the Group is not paid when due or within any originally applicable grace period.

(b) Any Financial Indebtedness of a member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity by reason of a default or an event of default (howsoever described).

(c) Any creditor of a member of the Group becomes entitled to declare any Financial Indebtedness of all or any of the members of the Group due and payable prior to its specified maturity as a result of a default or an event of default (howsoever described).

(d) No Default will occur under paragraphs (a), (b) or (c) above if the aggregate amount of the Financial Indebtedness concerned is €15 million (or equivalent) or less.

24.7 Insolvency

(a) An Obligor or Material Subsidiary incorporated or established in the Federal Republic of Germany (a “German Obligor”) is over-indebted (überschuldet), unable to pay its debts as they fall due (zahlungsunfähig),commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or, for any of the reasons set out in Sections 17 to 19 (inclusive) of the German Insolvency Code (Insolvenzordnung), a German Obligor or any of its creditors files for insolvency of that German Obligor (Antrag auf Eröffnung eines Insolvenzverfahrens) or the management (Geschäftsführung) of any German Obligor is required by law to file for insolvency or the competent court takes any of the actions set out in Section 21 of the German Insolvency Code (Insolvenzordnung) or the competent court institutes insolvency proceedings against any German Obligor (Eröffnung des Insolvenzverfahrens).

(b) Any Obligor or Material Subsidiary incorporated or established in a jurisdiction other than the Federal Republic of Germany enters into voluntary or involuntary bankruptcy proceedings or becomes insolvent or is unable to pay its debts as they fall due, commences negotiations with one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors, or a receiver or liquidator is appointed for all or any part of the undertaking or assets of any such Obligor or Material Subsidiary or proceedings (other than proceedings which are in the opinion of the Majority Lenders, after consultation with the Obligors' Agent, frivolous or vexatious) are opened by or against any such Obligor or Material Subsidiary under any reorganisation, arrangement, re-adjustment of debts, or liquidation law or regulation, or if any event shall occur which, under the law of the country of incorporation of the relevant entity, shall have an equivalent effect.

(c) Any Obligor or Material Subsidiary shall in any U.S. jurisdiction:

(i) apply for, or consent to, the appointment of, or the taking of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial part of its property;

(ii) make a general assignment for the benefit of its creditors;

(iii) commence a voluntary case under Title 11 of the United States of America Code entitled Bankruptcy (or any successor thereof), as amended; or

(iv) file a petition with respect to itself seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganisation, liquidation, dissolution, arrangement or winding up, or composition or readjustment of debts.

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24.8 Winding up

An Obligor or Material Subsidiary takes any corporate action or other steps are taken or legal proceedings are started for its winding-up, dissolution, administration or reorganisation (or any analogous step is taken in any jurisdiction) or for the appointment of a liquidator, receiver, administrative receiver, administrator or similar officer of it or of all or any part (having an aggregate value of at least €15 million (or equivalent)) of its assets, except if, in any such case:

(a) the Majority Lenders give their consent; or

(b) it comprises action taken for the purposes of a reorganisation or reconstruction which is and remains on a solvent basis; or

(c) it comprises action taken by a creditor in the course of legal proceedings which can be demonstrated to be an abuse of the process of the court or otherwise be frivolous or vexatious or which are being contested in good faith by the relevant Obligor or Material Subsidiary with a reasonable prospect of success.

24.9 Creditors' process

Any attachment, sequestration, distress or execution affects all or any part (such part having an aggregate value of at least €15 million (or equivalent)) of the assets of an Obligor or Material Subsidiary and is not discharged within twenty one days.

24.10 Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents which obligations could reasonably be considered to be material to the interests of the Finance Parties under the Finance Documents.

24.11 Repudiation

An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

24.12 Cessation of Business

Any Obligor or Material Subsidiary ceases or threatens to cease all or a substantial part of its business (except by reason of any disposal on arm's length terms which is otherwise permitted under the terms of this Agreement), and (if the cessation is by a member of the Group other than the Parent) such cessations would have a Material Adverse Effect.

24.13 Litigation

(a) Any litigation, arbitration or administrative proceedings or governmental or regulatory investigations, proceedings or disputes are threatened, pending or commenced against one or more Obligors or other members of the Group which are or are reasonably likely to be determined adversely to it and which, if so adversely determined, would have a Material Adverse Effect.

(b) Any litigation, arbitration or administration proceedings or government or regulatory investigations, proceedings or disputes are finally determined and such determination would have a Material Adverse Effect.

24.14 Auditor's Qualification

The auditors of the Group qualify their report on the audited consolidated financial statements of the Parent in any manner which is materially adverse to the interests of the Finance Parties in the context of the Finance Documents.

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24.15 Material adverse change

Any event or circumstance occurs which has a Material Adverse Effect.

24.16 Acceleration

On and at any time after the occurrence of an Event of Default which is then continuing, the Facility Agent may, and shall if instructed to do so by the Majority Lenders, by notice to the Obligors' Agent:

(a) cancel the Facilities; and/or

(b) declare that all the Utilisations, together with accrued interest and all other amounts accrued under this Agreement, be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) require the provision of cash cover whereupon each Borrower shall immediately provide cash cover in an amount equal to the Outstanding Liability Amount of the Lenders under all Documentary Credits and L/Gs issued under this Agreement for its account.

24.17 Ancillary Facilities

(a) Following service of notice under Clause 24.16 (Acceleration) any Ancillary Bank may (and shall if so instructed by the Facility Agent) by notice to the Obligors' Agent:

(i) cancel all or part of the Ancillary Facilities, as the case may be; and/or

(ii) declare all or part of the amounts outstanding under the Ancillary Facilities due and payable whereupon such amounts shall become due and payable together with accrued interest thereon and any other sum then payable under the relevant Ancillary Documents; and/or

(iii) require the provision of cash cover whereupon the relevant Borrowers shall immediately provide cash cover in an amount equal to the contingent liability of the Ancillary Bank, as the case may be, under all instruments issued under the terms thereof which give rise to a contingent liability on the part of the Ancillary Bank, as the case may be.

24.18 Section 490 German Civil Code

In consideration for the agreement between the parties in respect the Events of Default, section 490(1) of the German Civil Code (Bürgerliches Gesetzbuch) is expressly disapplied.

25. THE ADMINISTRATIVE PARTIES

25.1 Appointment and duties of the Facility Agent

(a) Each Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under the Finance Documents.

(b) Each Finance Party irrevocably authorises the Facility Agent to:

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(i) perform the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers and discretions; and

(ii) execute each Finance Document expressed to be executed by the Facility Agent.

(c) Each Finance Party hereby exempts the Facility Agent from the restrictions provided for in Section 181 of the Germany Civil Code (Bürgerliches Gesetzbuch), to the extent legally possible to such Finance Party. A Finance Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Facility Agent accordingly.

(d) The Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

25.2 Role of the Arrangers

Except as specifically provided in the Finance Documents, no Arranger has any obligations of any kind to any other Party in connection with any Finance Document.

25.3 No fiduciary duties

Except as specifically provided in a Finance Document, nothing in the Finance Documents makes an Administrative Party a trustee or fiduciary for any other Party or any other person. No Administrative Party need hold in trust any moneys paid to it for a Party or be liable to account for interest on those moneys. The relationship between the Lenders and each Administrative Party is that of principal and agent only. No agent shall have, nor be deemed to have assumed any obligations to, or trust or fiduciary relationship with the other Finance Parties or any Obligor other than those for which specific provision is made by the Finance Documents.

25.4 Individual position of an Administrative Party

(a) If it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it were not an Administrative Party.

(b) Each Administrative Party may:

(i) carry on any business with any Obligor or its related entities (including acting as an agent or a trustee for any other financing); and

(ii) retain any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with any Obligor or its related entities.

25.5 Reliance

The Facility Agent may:

(a) rely on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;

(b) rely on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

(c) engage, pay for and rely on professional advisers selected by it (including those representing a Party other than the Facility Agent); and

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(d) act under the Finance Documents through its personnel and agents.

25.6 Majority Lenders' instructions

(a) The Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act or refrain from acting as it considers to be in the best interests of all the Lenders.

(b) The Facility Agent may assume that unless it has received to the contrary, any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in connection with any Finance Document.

(d) The Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in complying with the instructions of the Majority Lenders.

25.7 Responsibility

(a) No Administrative Party is responsible for the adequacy, accuracy or completeness of any statement or information (whether written or oral) made in or supplied in connection with any Finance Document.

(b) No Administrative Party is responsible for the legality, validity, effectiveness, adequacy, completeness or enforceability of any Finance Document or any other document.

(c) Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:

(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets); and

(ii) has not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document.

25.8 Exclusion of liability

(a) The Facility Agent is not liable or responsible to any other Finance Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by its gross negligence or wilful breach.

(b) No Party may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in connection with any Finance Document. Any officer, employee or agent of the Facility Agent may rely on this Clause 25.8.

(c) The Facility Agent is not liable for any delay (or related consequence) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedure of any recognised clearing or settlement system used by the Facility Agent for that purpose.

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(d) (1)    Nothing in this Agreement will oblige any Administrative Party to satisfy any know your customer requirement in relation to the identity of any person on behalf of any Finance Party.

(i) Each Finance Party confirms to each Administrative Party that it is solely responsible for any know your customer requirements it is required to carry out and that it may not rely on any statement in relation to those requirements made by any other person.

25.9 Default

(a) The Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a Default.

(b) If the Facility Agent:

(i) receives notice from a Party referring to this Agreement, describing a Default and stating that the event is a Default; or

(ii) is aware of the non-payment of any principal or interest or any fee payable to a Finance Party under this Agreement,

it must promptly notify the Lenders.

25.10 Information

(a) The Facility Agent must promptly forward to the person concerned the original or a copy of any document which is delivered to it by a Party for that person.

(b) Without prejudice to Clause 31.3(c) (Procedure for transfer (Vertragsübernahme)) and Clause 2.3(g) (Increase), paragraph (a) above shall not apply to any Transfer Certificate or any Increase Confirmation.

(c) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d) Except as provided above, the Facility Agent does not have any duty:

(i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents (including any information relating to the financial condition or affairs of any Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming into its possession before, on or after the date of this Agreement; or

(ii) unless specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from any Obligor.

(e) In acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any information acquired by the Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information possessed by the Facility Agent in its capacity as such.

(f) The Facility Agent is not obliged to disclose to any person any confidential information supplied to it by or on behalf of a member of the Group solely for the purpose of evaluating whether any waiver or amendment is required to any term of the Finance Documents.

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(g) Each Obligor irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity as the Facility Agent.

(h) The Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.

25.11 Indemnities

(a) Without limiting the liability of any Obligor under the Finance Documents, each Lender must indemnify the Facility Agent for that Lender's Pro rata Share of any loss or liability incurred by it in acting as the Facility Agent, except to the extent that the loss or liability is caused by the Facility Agent's negligence or wilful breach.

(b) The Facility Agent may deduct from any amount received by it for a Lender any amount due to it from that Lender under a Finance Document but unpaid.

25.12 Compliance

The Facility Agent may refrain from doing anything (including disclosing any information) which might, in its opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its opinion, is necessary or desirable to comply with any law or regulation.

25.13 Resignation of the Facility Agent

(a) The Facility Agent may resign and appoint any of its Affiliates as a successor Facility Agent by giving notice to the Lenders and the Obligors' Agent.

(b) Alternatively, the Facility Agent may resign by giving notice to the Lenders and the Obligors' Agent, in which case the Majority Lenders may appoint a successor Facility Agent.

(c) If no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a successor Facility Agent.

(d) The person(s) appointing a successor Facility Agent must, if practicable, consult with the Obligors' Agent prior to the appointment. Any successor Facility Agent must have an office in Germany.

(e) The resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all the Parties that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent which it succeeds and the term “Facility Agent” will mean the successor Facility Agent.

(f) The retiring Facility Agent must, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.

(g) Upon its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the Finance Documents while it was a Facility Agent, and, subject to paragraph (f) above, it will have no further obligations under any Finance Document.

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(h) The Majority Lenders may, by notice to a Facility Agent, require it to resign under paragraph (b) above.

25.14 Relationship with Lenders

(a) The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received not less than five Business Days' prior notice from that Lender to the contrary.

(b) The Facility Agent may at any time, and must if requested to do so by the Majority Lenders, convene a meeting of the Lenders.

(c) The Facility Agent must keep a register of all the Parties and supply any other Party with a copy of the register on request. The register will include each Lender's Facility Office(s) and contact details for the purposes of this Agreement.

25.15 Notice period

Where this Agreement specifies a minimum period of notice to be given to the Facility Agent, the Facility Agent may, at its discretion, accept a shorter notice period.

25.16 Reliance and engagement letters

Each Finance Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or Facility Agent) the terms of any reliance letter or engagement letters relating to any certificates provided by accountants in connection with the Finance Documents and to bind it in respect of those letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

26. EVIDENCE AND CALCULATIONS

26.1 Accounts

Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence (Beweis des ersten Anscheins) of the matters to which they relate for the purpose of any litigation or arbitration proceedings.

26.2 Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under the Finance Documents will be prima facie evidence (Beweis des ersten Anscheins) of the matters to which it relates.

26.3 Calculations

Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 or 365 days or otherwise, depending on what the Facility Agent (acting reasonably) determines to be market practice.

27. FEES

27.1 Facility Agent's fee

The Obligors' Agent must pay to the Facility Agent for its own account an agency fee in the amount set out in and in the manner agreed in the Fee Letter between the Facility Agent and the Obligors' Agent.

27.2 Arrangement fee

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The Obligors' Agent must pay to the Facility Agent for the account of each of the Arrangers an arrangement fee in the amount set out in and in the manner agreed in the Fee Letter between the Facility Agent and the Obligors' Agent.

27.3 Commitment fee

(a) The Obligors' Agent must pay in respect of the Revolving Facility a commitment fee computed at the rate per annum equal to 40 per cent. of the then applicable Margin on the Available Commitment of each Lender under the Revolving Facility. Accrued commitment fee is payable to the Facility Agent quarterly in arrear. Accrued commitment fee is also payable to the Facility Agent for a Lender on the date its Revolving Facility Commitment is cancelled in full.

(b) The Obligors' Agent must pay in respect of the L/G Facility a commitment fee computed at the rate per annum equal to 40 per cent. of the then applicable Guarantee Fee Rate on the Available Commitment of each Lender under the L/G Facility. Commitment fee is payable to each Lender under the L/G Facility at such times as that Lender notifies the Borrower, after consultation with the Borrower, as being its common practice or as otherwise agreed between that Lender and the Borrower.

(c) No commitment fee is payable on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

27.4 Utilisation fee

(a) The Parent shall pay to the Facility Agent (for the account of each Lender) a utilisation fee for the utilisation of the Revolving Facility for each day on which the aggregate amount of the Utilisations outstanding and the aggregate of all Ancillary Commitments exceeds:

(i) 33 1/3 per cent. of the Total Revolving Facility Commitments at the rate of 0.20 per cent. per annum on the Utilisations outstanding at such time;

(ii) 66 2/3 per cent. of the Total Revolving Facility Commitments at the rate of 0.40 per cent. per annum on the Utilisations outstanding at such time.

(b) The utilisation fee is payable on the amount of each Lender's share in the Advances and Documentary Credit Proportion in the Documentary Credits outstanding.

(c) The accrued utilisation fee shall be calculated quarterly in arrears on each Quarter Date and on the date the Revolving Facility is cancelled and/or repaid in full. The Facility Agent shall promptly notify the Parent of any accrued utilisation fee and the Parent shall pay such amounts to the Facility Agent for distribution to the Lenders not later than on the fifth Business Day following the receipt by the Parent of the notification from the Facility Agent.

27.5 Guarantee Fee

(a) Each Borrower shall pay to the Facility Agent with respect to each Documentary Credit outstanding for distribution to the Lenders pro rata to their respective exposures with respect to that Documentary Credit, a fee (computed at the rate equal to the applicable Guarantee Fee Rate)applied to the Outstanding Liability Amount of that Documentary Credit (save that during such period as full cash cover is provided in respect of a Documentary Credit, the fee payable in relation to the Outstanding Liability Amount of such Documentary Credit will be reduced to 0.25% per annum) in respect of the period between the date of issue of the Documentary Credit and the earlier of its Expiry Date and the date on which its Outstanding Liability Amount has been reduced to nil. Such fee shall be payable quarterly in arrear and on the Expiry Date of such Documentary Credit.

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(b) Each Borrower shall pay to each Issuing Bank with respect to each L/G outstanding a fee (computed at the rate equal to the applicable Guarantee Fee Rate)applied to the Outstanding Liability Amount of that L/G (save that during such period as full cash cover is provided in respect of a L/G, the fee payable in relation to the Outstanding Liability Amount of such L/G will be reduced to 0.25% per annum) in respect of the period between the date of issue of the L/G and the earlier of its Expiry Date and the date on which its Outstanding Liability Amount has been reduced to nil. Such fee shall be payable to each Issuing Bank at such times as that Issuing Bank notifies the Borrower, after consultation with the Borrower, as being its common practice or as otherwise agreed between that Issuing Bank and the Borrower.

27.6 Documentary Credit Fee

Each Borrower shall pay to a Documentary Credit Bank for its own account a fronting fee in the amount set out in and in the manner agreed in a Fee Letter between that Documentary Credit Bank and the Borrowers.

27.7 Handling Fee

The relevant Borrower shall pay to the relevant Issuing Bank a handling fee in the amount of EUR 100.00 for the handling of the issue or the amendment of an L/G.

27.8 VAT

Any fee referred to in this Clause 27 is exclusive of any VAT or any other tax which might be chargeable in connection with that fee. If any VAT or other tax is so chargeable, it shall be paid by the Obligors' Agent at the same time as it pays the relevant fee.

28. INDEMNITIES AND BREAK COSTS

28.1 Currency indemnity

(a) The Obligors' Agent must, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:

(i) that Finance Party receiving an amount in respect of an Obligor's liability under the Finance Documents; or

(ii) that liability being converted into a claim, proof, judgment or order,

in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.

(b) Unless otherwise required by law, each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

28.2 Other indemnities

(a) The Obligors' Agent must indemnify each Finance Party against any cost, loss or liability which that Finance Party incurs as a consequence of:

(i) the occurrence of any Event of Default;

(ii) any failure by an Obligor to pay any amount due under a Finance Document on its due date, including any resulting from any distribution or redistribution of any amount among the Lenders under this Agreement;

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(iii) (other than by reason of negligence or default by that Finance Party) a Utilisation not being made after a Request has been delivered for that Utilisation; or

(iv) a Utilisation (or part of a Utilisation) not being prepaid in accordance with this Agreement.

The liability of the Obligors' Agent in each case includes any Break Costs in respect of any amount repaid or prepaid or any Utilisation, but excludes loss of Margin and any cost or loss recovered pursuant to Clause 13.5 (Interest on overdue amounts).

(b) The Obligors' Agent must indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent as a result of:

(i) investigating any event which the Facility Agent reasonably believes to be a Default unless that investigation reveals that there was no Default; or

(ii) acting or relying on any notice which the Facility Agent reasonably believes to be genuine, correct and appropriately authorised by an Obligor.

28.3 Break Costs

(a) The Obligors' Agent must pay to each Lender its Break Costs.

(b) Break Costs are the amount (if any) determined by the relevant Lender by which:

(i) the interest (excluding Margin) which that Lender would have received for the period from the date of receipt of any part of its share in a Utilisation or an overdue amount to the last day of the applicable Term for that Utilisation or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;

exceeds

(ii) the amount which that Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.

(c) Each Lender must supply to the Facility Agent for the Obligors' Agent details of the amount of any Break Costs claimed by it under this Clause 28.3.

29. EXPENSES

29.1 Initial costs

The Obligors' Agent must pay, within 20 Business Days of demand, to each Administrative Party, accompanied by such details as to the work done, hours worked, charge-out rates and persons involved as the Obligors' Agent shall reasonably require, the amount of all reasonable costs and expenses (including reasonable legal fees together with all reasonable expenses, disbursements and VAT (if applicable) relating thereto) properly incurred by it in connection with the negotiation, preparation, printing, execution and syndication of the Finance Documents provided such costs and expenses do not exceed the amounts agreed by the Obligors' Agent and the Facility Agent on or before the date of this Agreement.

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29.2 Subsequent costs

The Obligors' Agent must pay to the Facility Agent, within 20 Business Days of demand, accompanied by such details as the Obligors' Agent shall reasonably require, the amount of all reasonable costs and expenses (including reasonable legal fees) properly incurred by it in connection with:

(a) the negotiation, preparation, printing and execution of any Finance Document (other than a Transfer Certificate) executed after the date of this Agreement; and

(b) any amendment, waiver or consent requested by or on behalf of an Obligor or specifically allowed by this Agreement.

29.3 Enforcement costs

The Obligors' Agent must pay to each Finance Party, within 20 Business Days of demand, the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

30. AMENDMENTS AND WAIVERS

30.1 Procedure

(a) Except as provided in this Clause 30, any term of the Finance Documents may be amended or waived with the agreement of the Obligors and the Majority Lenders. The Facility Agent may effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause 30.

(b) The Facility Agent must promptly notify the other Parties of any amendment or waiver effected by it under paragraph (a) above. Any such amendment or waiver is binding on all the Parties.

30.2 Exceptions

(a) An amendment or waiver which relates to:

(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii) an extension of the date of payment of any amount to a Lender under the Finance Documents;

(iii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;

(iv) an increase in, or an extension of, a Commitment or the Total Commitments except in accordance with the terms of this Agreement;

(v) a release of a Borrower or a Guarantor;

(vi) a term of a Finance Document which expressly requires the consent of each Lender;

(vii) the right of a Lender to assign or transfer its rights or obligations under the Finance Documents;

(viii) Clause 2.4 (Nature of a Finance Party's rights and obligations);

(ix) a change in currency of payment of any amount under the Finance Documents;

(x) the condition precedent set out in paragraph 3(f) of Part 1 of Schedule 2; or

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(xi) this Clause 30.2,

may only be made with the consent of all the Lenders.

(b) An amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative Party.

30.3 Change of currency

If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will be amended to the extent the Facility Agent (acting reasonably and after consultation with the Obligors' Agent) determines is necessary to reflect the change.

30.4 Waivers and remedies cumulative

The rights of each Finance Party under the Finance Documents:

(a) may be exercised as often as necessary;

(b) are cumulative and not exclusive of its rights under the general law; and

(c) may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

30.5 Obligors

(a) Each Obligor irrevocably authorises the Parent:

(i) to give all notices and instructions and make such agreements expressed to be capable of being given or made by the Parent on behalf of the Obligors or any of them under this Agreement; and

(ii) to agree on behalf of the Obligors or any of them the terms of any consents or waivers given or required under the Finance Documents and all amendments made to any of them (including this Agreement);

(including in each case all such matters as referred to in Clause 30.5(c) (Obligors)) notwithstanding in either case that they may affect rights and obligations of such Obligor and in either case without further reference to or the consent of such Obligor and such Obligor shall as regards each of the other parties to this Agreement and the other Finance Documents be bound thereby as though it had itself given such notice of instruction, made such agreement or agreed such consent, waiver or amendment.

(b) In all matters relating to the Finance Documents, each Obligor acknowledges and confirms that it is acting as principal and for its own account and not as agent or trustee or in any other capacity whatsoever on behalf of any third party save as expressly provided in Clause 30.5(c) (Obligors).

(c) Each Obligor (other than the Obligor to which the appointment relates) by its execution of this Agreement or an Obligor Accession Agreement, irrevocably appoints the Parent to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises the Parent on its behalf to give and receive all notices and instructions to (including in the case of a Borrower, Requests and any other instructions relating to Utilisations or to the application of the proceeds thereof including the entry into with any person of foreign exchange contracts in relation to such proceeds), execute on its behalf any Obligor Accession Agreements and to enter into any agreement (vis-a-vis the Finance Parties or any of them) capable

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of being entered into by any Obligor notwithstanding that such agreement may affect (adversely or otherwise) such Obligor (including the terms of any consent or waiver given or required under the Finance Documents and all amendments made to any of them and any amendment, variation, supplement, restatement or novation of any of the Finance Documents, however fundamental it may be and notwithstanding any increase or other change in the obligations of such Obligor), without further reference to, or consent of, such Obligor and such Obligor shall be bound thereby as though such Obligor itself had given such notices and instructions (including, without limitation, Requests) or entered into such agreements provided that in the event of any conflict between any notice or other communication of an Obligor (other than the Parent) and the Parent that of the Parent shall prevail.

31. CHANGES TO THE PARTIES

31.1 Assignments and transfers by Obligors

No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

31.2 Assignments and transfers by Lenders

(a) A Lender (the “Existing Lender”) may, subject to the following provisions of this Clause 31.2, at any time:

(i) assign any of its rights; or

(ii) transfer any of its rights and obligations (Vertragsübernahme),

to any bank, trust or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

(b) The written consent of the Obligors' Agent is required (such consent not to be unreasonably withheld or delayed) for any assignment or transfer other than:

(i) to another Lender;

(ii) to an Affiliate of a Lender;

(iii) to an Approved Lender;

(iv) which is an assignment or pledge to a central or supranational bank for funding purposes; or

(v) occurs at any time when an Event of Default has occurred and is continuing,

but, for the avoidance of doubt, no consent of any other Obligor is required for any such transfer or assignment.

(c) The Obligors' Agent will be deemed to have given its consent ten Business Days after the Obligors' Agent is given notice of the request unless it is expressly refused by the Obligors' Agent within that time.

(d) Unless the Obligors' Agent and the Facility Agent, acting reasonably, otherwise agree, a transfer of part (but not all) of a Commitment under this Agreement by the Existing Lender must not be less than €5 million (net of any re-transfer back to the Existing Lender).

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(e) The Facility Agent is not obliged to execute a Transfer Certificate until it has completed all know your customer requirements to its satisfaction. The Facility Agent must complete all know your customer requirements expeditiously and must promptly notify the Existing Lender and the New Lender if there are any such requirements.

(f) A transfer will be effective only if the procedure set out in Clause 31.3 (Procedure for transfer (Vertragsübernahme)) is complied with.

(g) Unless the Facility Agent otherwise agrees, a New Lender to whom rights and obligations are to be transferred must pay to the Facility Agent for its own account, on or before the Transfer Date (as defined in Clause 31.3 (Procedure for transfer (Vertragsübernahme)), a fee of Euro 3,000.

31.3 Procedure for transfer (Vertragsübernahme)

(a) A transfer is effected if:

(i) the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and

(ii) the Facility Agent executes it.

The Facility Agent must as soon as reasonably practicable execute a Transfer Certificate delivered to it and which appears on its face to be in order.

(b) On the Transfer Date:

(i) the New Lender will assume the rights and obligations of the Existing Lender expressed to be the subject of the Transfer in the Transfer Certificate in substitution for the Existing Lender;

(ii) the Existing Lender will be released from those obligations and cease to have those rights; and

(iii) the New Lender shall become a Party as a “Lender".

(c) The Facility Agent must as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Obligors' Agent a copy of that Transfer Certificate.

31.4 Limitation of responsibility of Existing Lender

(a) Unless expressly agreed to the contrary, an Existing Lender is not responsible to a New Lender for the legality, validity, adequacy, accuracy, completeness or performance of:

(i) any Finance Document or any other document; or

(ii) any statement or information (whether written or oral) made in or supplied in connection with any Finance Document,

and any representations or warranties implied by law are excluded.

(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement; and

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(ii) has not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document.

(c) Nothing in any Finance Document requires an Existing Lender to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 31; or

(ii) support any losses incurred by the New Lender by reason of the non-performance by either Obligor of its obligations under any Finance Document or otherwise.

31.5 Costs resulting from change of Lender or Facility Office

If:

(a) a Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,

then, unless the assignment, transfer or change is made by a Lender in order to mitigate any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred.

31.6 Lender Substitution

(a) If at any time:

(i) any Lender becomes a Non Consenting Lender; or

(ii) any Lender becomes an Increased Cost Lender,

then the Obligors' Agent may, on ten Business Days' prior notice to the Facility Agent and that Lender:

(A) replace that Lender by requiring it to (and that Lender shall) transfer pursuant to Clause 31.3 all of its rights and obligations under this Agreement to a Lender or other person selected by the Obligors' Agent and acceptable to the Facility Agent and the Documentary Credit Banks (each acting reasonably); or

(B) prepay that Lender's participation (and contemporaneously terminate its Commitment),

for a purchase price in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest and fees and other amounts payable to that Lender under this Agreement.

(b) The replacement or prepayment of a Lender pursuant to this Clause 31.6 shall be subject to the following conditions:

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(i) the Facility Agent may not be replaced or prepaid without the consent of the Majority Lenders;

(ii) neither the Facility Agent nor any Lender shall have any obligation to the Group to find a replacement Lender or any other such entity;

(iii) such replacement or prepayment must take place no later than 90 days after the date the relevant Lender:

(A) notified the Obligors' Agent and the Facility Agent of its failure to agree to any requested consent, waiver or amendment to the Finance Documents; or

(B) has demanded payment of additional or increased amounts under Clauses 12.1 (Mandatory Prepayment – Illegality), 16 (Taxes) or 17.1 (Increased Costs) as the case may be;

(iv) the Lender hereby replaced shall not be required to pay or surrender to such replacement Lender or other entity any of the fees received by such Lender replaced pursuant to this Agreement; and

(v) to the extent that the replacement of a Lender results from any Obligor becoming obliged to pay additional amounts pursuant to Clauses 16 (Taxes) or 17.1 (Increased Costs) this provision will not release the Obligor from its obligations to pay any such additional amounts to such Lender prior to such Lender being replaced and the payment of such additional amounts (which have been notified to the Obligors' Agent) shall be a condition to the replacement of such Lender.

(c) In the case of a replacement of an Increased Cost Lender, the Obligors' Agent shall pay the relevant additional amounts to that Increased Cost Lender prior to it being replaced and the payment of those additional amounts shall be a condition to replacement.

(d) For the purposes of this Clause 31.6:

(i) an “Increased Cost Lender” is a Lender to whom any Obligor becomes obligated to pay additional amounts described in Clause 16 (Taxes), 12.1 (Mandatory Prepayment – Illegality), 17.1 (Increased Costs) or 15 (Market Disruption); and

(ii) a “Non Consenting Lender” is a Lender who does not agree to a consent or an amendment where:

(A) the Obligors' Agent or the Facility Agent has requested the Lenders to consent to a departure from or waiver of any provision of the Finance Documents or to agree to any amendment thereto;

(B) the consent, amendment or waiver in question requires the agreement of all Lenders;

(C) a period of not less than 15 Business Days has elapsed from the date the consent or amendment was requested;

(D) the Majority Lenders have agreed to such consent or amendment; and

(E) the Obligors' Agent has notified the Lender it will treat it as a Non Consenting Lender.

31.7 Disenfranchisement of Defaulting Lenders

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(a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents, that Defaulting Lender's Commitments will be reduced by the amount of its Available Commitments.

(b) For the purposes of this Clause31.7, the Facility Agent may assume that the following Lenders are Defaulting Lenders:

(i) any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

31.8 Replacement of a Defaulting Lender

(a) The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 5 Business Days' prior written notice to the Facility Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 31.2 (Assignments and transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement; or

(ii) require such Lender to (and such Lender shall) transfer pursuant to Clause 31.2 (Assignments and transfers by the Lenders) all (and not part only) of the Available Commitment of the Lender,

to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent, and which is acceptable to the Facility Agent (acting reasonably) and to the Documentary Credit Bank, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender).

(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause shall be subject to the following conditions:

(i) the Parent shall have no right to replace the Facility Agent;

(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

(iii) the transfer must take place no later than 90 days after the notice referred to in paragraph (a) above; and

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.

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31.9 Additional Borrowers

(a) If any Subsidiary of the Parent wishes to become a Borrower and all Lenders confirm to the Facility Agent their agreement to the relevant Subsidiary becoming a Borrower and it and the Obligors' Agent executes and delivers to the Facility Agent a duly completed Obligor Accession Agreement, the Facility Agent shall execute an Obligor Accession Agreement for itself and on behalf of the other Finance Parties.

(b) Subject to paragraph (c) below, upon execution of such Obligor Accession Agreement by the relevant Subsidiary as Additional Borrower, the Obligors and the Facility Agent as aforesaid, such Subsidiary shall become an Additional Borrower in accordance with the terms hereof and thereof. If included in the Obligor Accession Agreement, the Additional Borrower's right to make Utilisations hereunder may be limited in accordance with the terms so included.

(c) The obligations of the Finance Parties to such Additional Borrower with respect to the making of the first Utilisation to it under this Agreement are subject to the condition precedent that the Facility Agent shall have received in form and substance satisfactory to it (acting reasonably) each of the documents listed in Schedule 2 Part 2 (Conditions Precedent Documents).

31.10 Additional Guarantors

(a) If:

(i) the Parent wishes one of its wholly-owned Subsidiaries to become an Additional Guarantor, then it may; and/or

(ii) any Subsidiary of the Parent which is not a Guarantor is or becomes a Material Subsidiary (with the exception of the Exempted Subsidiaries) then the Parent shall deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent Documents) for that Subsidiary to become an Additional Guarantor, but only to the extent that:

(A) such Subsidiary (and its directors on its behalf) can do so without contravening any applicable law; and

(B) none of its directors will incur personal liability as a result; and

(C) where such Material Subsidiary is not wholly-owned, it can do so without contravening any existing contractual limitations,

(b) The Obligors' Agent shall, by not less than 10 Business Days' prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request, or of it becoming aware of the requirement, that one of its Subsidiaries becomes an Additional Guarantor pursuant to this Clause 31.10.

(c) If the accession of an Additional Guarantor requires any Finance Party to carry out “know your customer” requirements in circumstances where the necessary information is not already available to it, the Obligors' Agent must as soon as reasonably practicable on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements. Each Finance Party must complete all “know your customer” requirements in relation to an Additional Guarantor expeditiously and must promptly notify the Existing Lender and the Additional Guarantor if there are any such requirements.

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(d) The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Obligors' Agent that it has received all of the documents and evidence referred to in paragraph (a) above. The Facility Agent must give this notification as soon as practicable.

31.11 Resignation of a Guarantor

(a) The Obligors' Agent may request that a Guarantor ceases to be a Guarantor by giving to the Facility Agent a duly completed Resignation Request.

(b) The Facility Agent must accept a Resignation Request and notify the Obligors' Agent and the Lenders of its acceptance if:

(i) all Lenders have consented to the Resignation Request;

(ii) it is not aware that a Default is outstanding or would result from the acceptance of the Resignation Request; and

(iii) no amount owed by that Guarantor under this Agreement is still outstanding.

(c) The Guarantor will cease to be a Guarantor when the Facility Agent gives the notification referred to in paragraph (b) above.

(d) A Guarantor may also cease to be a Guarantor in any other manner approved by all the Lenders.

31.12 Assignment or Pledge to central banks

In addition to any other assignment or transfer provided for in this Clause 31, each Lender may assign or pledge all or any portion of its Advances and other obligations owed to such Lender, without (unless required by mandatory law) notice to or consent of any Party, to any central or supranational bank as security for borrowings from that central or supranational bank or to any special purpose vehicle for securitization purposes in connection with borrowings or refinancings at any central or supranational bank; provided, however, that no Lender shall be relieved of any of its obligations hereunder as a result of such assignment or pledge.

31.13 Changes to the Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent must (in consultation with the Obligors) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

31.14 Affiliates of Lenders

(a) Each Lender may fulfil its obligations in respect of any Utilisation through an Affiliate if:

(i) the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Transfer Certificate in accordance with this Agreement; and

(ii) the Utilisation in which that Affiliate will participate are specified in a notice given by that Lender to the Facility Agent and the Obligors' Agent.

(b) If paragraph (a) above applies, the Lender and the Affiliate will be treated as having a single Commitment and a single vote, but for all other purposes will be treated as separate Lenders.

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32. DISCLOSURE OF INFORMATION

(a) Each Finance Party must keep confidential any information supplied to it by or on behalf of any Obligor in connection with the Finance Documents. However, a Finance Party is entitled to disclose information:

(i) which is publicly available, other than as a result of a breach by that Finance Party of this Clause 32;

(ii) where required by a court or arbitral tribunal or by applicable law in connection with any legal or arbitration proceedings;

(iii) if required to do so under any law or regulation;

(iv) to a governmental, banking, taxation or other regulatory authority where required to do so;

(v) to its professional advisers;

(vi) to the extent allowed under paragraph (b) below; or

(vii) with the agreement of the relevant Obligor.

(b) A Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement (a “participant”):

(i) a copy of any Finance Document; and

(ii) any information which that Finance Party has acquired under or in connection with any Finance Document.

However, before a participant may receive any confidential information, it must agree with the relevant Finance Party to keep that information confidential on the terms of paragraph (a) above.

(c) This Clause 32 supersedes any previous confidentiality undertaking given by a Finance Party in connection with this Agreement prior to it becoming a Party.

33. SET-OFF

A Finance Party may combine, consolidate or merge all or any accounts of an Obligor with, or liabilities to, that Finance Party and may set off any matured obligation (which has been matured for 5 days or more) owed by an Obligor under this Agreement against an obligation (whether or not matured, but if not matured, fulfillable (erfüllbar)) owed by the relevant Finance Party to that Obligor, regardless of the place or payment, booking branch or currency of either obligations. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

34. PRO RATA SHARING

34.1 Redistribution

(a) If any amount owing by an Obligor under this Agreement to a Lender (the “recovering Lender”) is discharged by payment, set-off or any other manner other than through the Facility Agent under this Agreement (a “recovery”), then:

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(i) the recovering Lender must, within three Business Days, supply details of the recovery to the Facility Agent;

(ii) the Facility Agent must calculate whether the recovery is in excess of the amount which the recovering Lender would have received if the recovery had been received and distributed by the Facility Agent under this Agreement; and

(iii) the recovering Lender must pay to the Facility Agent an amount equal to the excess (the “redistribution”).

(b) Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Bank in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Bank.

34.2 Effect of redistribution

(a) The Facility Agent must treat a redistribution as if it were a payment by the relevant Obligor under this Agreement and distribute it among the Lenders, other than the recovering Lender, accordingly.

(b) When the Facility Agent makes a distribution under paragraph (a) above, each Finance Party which has shared in that redistribution will assign to the recovering Lender that part of its own corresponding claim against the relevant Obligor which is allocable to its portion of the redistribution, and subsequently to such assignment being effected the relevant Obligor will owe the recovering Lender a debt which is equal to the redistribution, immediately payable and of the type originally discharged.

(c) If:

(i) a recovering Lender must subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and

(ii) the recovering Lender has paid a redistribution in relation to that recovery,

each Finance Party must reimburse the recovering Lender all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the re-distribution. In this event, the assignments in paragraph (b) above will operate in reverse to the extent of the reimbursement.

34.3 Exceptions

Notwithstanding any other term of this Clause, a recovering Lender need not pay a redistribution to the extent that:

(a) it would not, after the payment, have a valid claim against the relevant Obligor in the amount of the redistribution; or

(b) it would be sharing with another Finance Party any amount which the recovering Lender has received or recovered as a result of legal or arbitration proceedings, where:

(i) the recovering Lender notified the Facility Agent of those proceedings; and

(ii) the other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as reasonably practicable after receiving notice of them.

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34.4 Ancillary Banks and Issuing Banks

(a) This Clause 34 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Bank or as an Issuing Bank or Lender under the L/G Facility at any time prior to service of notice under Clause 24.16 (Acceleration).

(b) Following service of notice under Clause ‎‎24.16 (Acceleration) this Clause 34 shall apply to all receipts or recoveries by Ancillary Banks, Issuing Banks and Lenders under the L/G Facility.

35. SEVERABILITY

If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(a) the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or

(b) the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.

The illegal, invalid or unenforceable provision shall be deemed replaced by such provision reflecting the same commercial intent of the Parties which provision shall be legal, valid and enforceable in the relevant jurisdiction. This also applies in the event of gaps in the documentation (Vertragslücken).

36. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts.

37. NOTICES

In writing:

(a) Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given:

(i) in person, by post or fax; or

(ii) if between the Facility Agent and a Lender and the Facility Agent and the Lender agree, by e-mail or other electronic communication.

(b) For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.

(c) Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.

37.2 Contact details

(a) Except as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the Facility Agent on or before the date it becomes a Party.

(b) The contact details of the Obligors' Agent for this purpose are:

Address:	Demag Cranes AG
	Forststrasse 16
	40597 Duesseldorf
	Germany
Fax number:	0049-(0)211-7102-1415
Attention:	Jochen Hildebrandt

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(c)    The contact details of the Facility Agent for this purpose are:

Address:	UniCredit Bank AG, London Branch
	Moor House
	120 London Wall
	London, UK
Fax number:	+44 207 826-1520
Attention:	Russell Winston/Trix Brunschweiler

(d) Any Party may change its contact details by giving five Business Days' notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.

(e) Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

37.3 Effectiveness

(a) Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:

(i) if delivered in person, at the time of delivery;

(ii) if posted, when it has been left at the relevant address and actual receipt can be reasonably expected (Möglichkeit zumutbarer Kenntnisnahme); and

(iii) if by fax, when received in legible form.

(b) A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given at 9.00 a.m. local time on the next working day in that place.

(c) A communication to the Facility Agent will only be effective on actual receipt by it.

37.4 Electronic communication

(a) Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent and the relevant Lender:

(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii) notify each other of any change to their address or any other such information supplied by them.

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(b) Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

37.5 Use of websites

(a) The Parent may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Parent and the Facility Agent (the “Designated Website”) if:

(i) the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Parent and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Parent and the Facility Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Parent accordingly and the Parent shall at its own cost supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Parent shall at its own cost supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b) The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Parent and the Facility Agent.

(c) The Parent shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Parent notifies the Facility Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Parent under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d) Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Parent shall at its own cost comply with any such request within ten Business Days

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37.6 Obligors

(a) All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent except for communication in relation to an L/G..

(b) All communications under the Finance Documents to or from an Obligor (other than the Obligors' Agent) must be sent through the Obligors' Agent.

(c) Each Obligor (other than the Obligors' Agent) irrevocably appoints the Obligors' Agent to act as its agent:

(i) to give and receive all communications under the Finance Documents; and

(ii) to supply all information concerning itself to any Finance Party,

(for the avoidance of doubt, the above shall not apply to any legally binding declarations (Willenserklärungen) of the relevant Obligor).

(d) Any communication given to the Obligors' Agent in connection with a Finance Document will be deemed to have been given also to each other Obligor.

(e) The Facility Agent may assume that any communication made by the Obligors' Agent is made with the consent of each other Obligor.

37.7 Personal Liability

If an individual signs a certificate on behalf of a Party and the certificate proves to be incorrect, the individual will incur no personal liability as a result, unless the individual acted fraudulently or recklessly in giving the certificate, or in breach of any applicable laws of tort. In this case any liability of the individual will be determined in accordance with applicable law.

38. CONCLUSION OF THIS AGREEMENT

(a) This Agreement may be concluded by an exchange of faxes or pdf copies (an exchange of signature pages suffices).

(b) In relation to the necessary receipt of the signed signature pages (Zugang der Fax- oder pdf-seiten) by each Party, it shall be sufficient that each Party transmits its signed signature pages to Dr. Bettina Steinhauer (bettina.steinhauer@cliffordchance.com) and Frank Schlobach (frank.schlobach@cliffordchance.com) of Clifford Chance Partnerschaftsgesellschaft, Mainzer Landstrasse 46, 60325 Frankfurt am Main (the “Recipient”). The Agreement shall be concluded with the receipt of the last signature page by the Recipient.

(c) For the purposes of paragraph (b) above, each party authorises the Recipient to receive on its behalf the signature pages from all other Parties. For the avoidance of doubt, the Recipient shall have no further duties connected with its position as Recipient (in particular, but not limited to, the Recipient is under no obligation to check the genuiness of the signature pages of the authorisation of the signatories).

(d) For information purposes only, the Recipient will fax or send by e-mail copies of all received signature pages to all Parties.

(e) For purposes of proof and confirmation only, the Facility Agent or the Parent may request that one or several copies of this Agreement shall be originally signed by the Parties.

- 93 -

39. CONFIRMATION PURSUANT TO GERMAN MONEY LAUNDERING ACT (GELDWÄSCHEGESETZ)

Each Borrower hereby confirms to each Lender that for all matters connected with the Facilities it is acting for its own account. Each Borrower undertakes to provide to the Lenders the necessary information and documents for the identification and clarification of the economic beneficiary (wirtschaftlich Berechtigter) and the clarification of the “PEP”-status (“politically exposed persons”) and to inform them of any changes without undue delay during the term of this Agreement.

40. LANGUAGE

(a) Any notice given in connection with a Finance Document must be in English.

(b) Any other document provided in connection with a Finance Document must be:

(i) in English; or

(ii) (unless the Facility Agent otherwise agrees or the document is a constitutional, statutory or other official document which may be delivered in its original language) accompanied by an English translation certified by a duly authorised officer of the person providing the translation. In this case, the English translation prevails.

41. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by German law.

42. JURISDICTION

The district courts (Landgericht) of Frankfurt am Main shall have non-exclusive jurisdiction to settle any dispute in connection with any Finance Document (other than such other Finance Document which contains a separate jurisdiction clause).

- 94 -

SCHEDULE 1
ORIGINAL PARTIES

PART 1
ORIGINAL LENDERS

Name of Original Lender	Revolving Facility Commitment (Euro)	L/G Facility Commitment (Euro)
Deutsche Bank AG	0	40,000,000
Deutsche Bank Luxembourg S.A.	40,000,000	0
Helaba Landesbank Hessen-Thüringen Girozentrale	15,000,000	0
SEB AG	15,000,000	0
Société Générale	40,000,000	40,000,000
UniCredit Bank AG	40,000,000	40,000,000
WestLB AG	50,000,000	30,000,000
Total	200,000,000	150,000,000

- 95 -

PART 3
ORIGINAL BORROWERS

Demag Cranes AG

DCC Holdco 5 (fünf) GmbH

Demag Cranes & Components GmbH

Gottwald Port Technology GmbH

- 96 -

PART 4
ORIGINAL GUARANTORS

Demag Cranes AG

DCC Holdco 4 (vier) GmbH

DCC Holdco 5 (fünf) GmbH

Demag Cranes & Components GmbH

Demag Cranes & Components Corp.

Crane America Services Corp.

Gottwald Holdco 3 (drei) GmbH

Gottwald Port Technology GmbH

- 97 -

SIGNATORIES

Parent

DEMAG CRANES AG

By:

Original Borrowers

DEMAG CRANES AG

By:

DEMAG CRANES & COMPONENTS GMBH

By:

DCC HOLDCO 5 (FUNF) GMBH

By:

GOTTWALD PORT TECHNOLOGY GMBH

By:

Original Guarantors

DEMAG CRANES AG

By:

DCC HOLDCO 4 (VIER) GMBH

By:

DCC HOLDCO 5 (FÜNF) GMBH

By:

- 98 -

DEMAG CRANES & COMPONENTS GMBH

By:

DEMAG CRANES & COMPONENTS CORP.

By:

CRANE AMERICA SERVICES CORP.

By:

GOTTWALD HOLDCO 3 (DREI) GMBH

By:

GOTTWALD PORT TECHNOLOGY GMBH

By:

Coordinating Bookrunner and Mandated Lead Arranger

UNICREDIT BANK AG

By:

Bookrunners and Mandated Lead Arrangers

DEUTSCHE BANK AG

By:

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

By:

- 99 -

WESTLB AG

By:

Lead Arrangers

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

By:

SEG AG

By:

Facility Agent

UNICREDIT BANK AG, LONDON BRANCH

By:

Lenders

DEUTSCHE BANK AG

By:

DEUTSCHE BANK LUXEMBOURG S.A.

By:

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE

By:

SEG AG

By:

- 100 -

SOCIÉTÉ GÉNÉRALE

By:

UNICREDIT BANK AG

By:

WESTLB AG

By:

- 101 -

EX-10.21

Demag Cranes AG ∙ Postfach 18 03 43 ∙ 40570 Düsseldorf ∙ Deutschland	Rainer Beaujean
UniCredit Bank AG, London Branch	Member of the Board, CFO
Moor House
120 London Wall	Phone: +49 (0)211 7102-1200
London	Fax: +49 (0)211 7102-51200
United Kingdom	rainer.beaujean@demagcranes-ag.com
	www.demagcranes-ag.com
	Düsseldorf, 16. June 2011

Attention:	Russell Winston
	Trix Brunschweiler

Demag Cranes AG and others - EUR 350,000,000 Credit Facility Agreement dated 18 November 2010 (the "Facility Agreement") - Amendment Request

Dear Sirs,

We are writing to you in your capacity as Facility Agent under the Facility Agreement. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meaning when used herein.

The Lenders will be aware that on 19 May 2011 Terex Industrial Holding AG (an indirect subsidiary of Terex Corporation, Westport, Connecticut ("Terex")) published a voluntary takeover offer for all of the issued share capital of the Parent (the "Offer"). Under the Facility Agreement, the acquisition of more than 50 per cent of the issued share capital of the Parent (disregarding for the purposes of calculating such level that part of the share capital that carries no voting rights (stimmrechtslose Vorzugsaktien)) would constitute a Change of Control.

To prepare for a potentially successful closing of the Offer, we would like to request the Lenders to agree to an amendment of the definition of "Change of Control" contained in the Facility Agreement to permit the financing provided there-under to continue following the acquisition by Terex of more than 50 per cent of the issued share capital of the Parent. In turn, we would agree to certain additional restrictions, in particular, regarding transactions with Terex or its Affiliates for as long as Terex or any of its Affiliates is a major shareholder of the Parent.

We, therefore, kindly request that you obtain Lenders' agreement pur-suant to Clause 30 (Amendments and Waivers) of the Facility Agreement regarding the amendments set out below (together the "Amendments").

Vorstand: Aloysius Rauen, Vorsitzender Rainer Beaujean, Thomas H. Hagen Aufsichtsratsvorsitzender: Burkhard Schuchmann Sitz der Gesellschaft: Düsseldorf Registergericht: Amtsgericht Düsseldorf, HRB 54517 USt-IdNr. DE814661567 ∙ St.-Nr. 106/5770/2196 HypoVereinsbank, München Kto.-Nr. 5 729 408, BLZ 700 202 70 IBAN DE56 7002 0270 0005 7294 08 Swift (BIC) HYVEDEMMXXX Demag Cranes AG Postfach 18 03 43, 40570 Düsseldorf Forststraße 16, 40597 Düsseldorf Telefon: +49 (0) 211 7102-1010 Fax: +49 (0) 211 7102-1015 Seite 1 von 8

A.Amendments

The Amendments requested are as follows:

1. The definition of "Change of Control" in Clause 1.1 (Definitions) of the Facility Agreement shall be replaced in its entirety to read as follows:

"(a) any person (other than a member of the Terex Group) or group of persons (other than members of the Terex Group) acting in concert becoming the holders of more than 50 per cent of the issued share capital of the Parent, where for the purpose of calculating such level, that part of the share capital of the Parent that carries no voting rights (stimmrechtslose Vorzugsaktien) shall not be included in the determination of the relevant percentage; and "acting in concert" shall have the meaning given to it in Section 30 para. (2) of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz);

(b) a domination agreement (Beherrschungsvertrag) or profit and loss pooling agreement (Gewinnabführungsvertrag) between the Parent as a controlled company (abhängiges Unternehmen) and a third party as controlling company (herrschendes Unternehmen) entering into effect;

(c) the Parent ceasing to be listed (börsennotiert) within the meaning of Section 3 para. (2) of the German Stock Corporation Act (Aktiengesetz); or

(d) the transfer resolution (Übertragungsbeschluss) in respect of a squeeze out of minority shareholders (Ausschluss von Minderheitsaktionären) of the Parent being registered with the commercial register."

2. A new definition "Major Shareholder" shall be inserted in Clause 1.1 (Definitions) of the Facility Agreement before the definition of "Mandatory Cost" which reads as follows:

""Major Shareholder" shall mean any member of the Terex Group for as long as members of the Terex Group, either acting individually or acting in concert with other persons, hold more than 50 per cent of the issued share capital of the Parent (where for the purpose of calculating such level, that part of the

share capital of the Parent that carries no voting rights (stimmrechtslose Vorzugsaktien) shall not be included in the determination of the relevant percentage)."

3. New definitions "Terex" and "Terex Group" shall be inserted in Clause 1.1 (Definitions) of the Facility Agreement before the definition of "Term" which read as follows:

""Terex" means Terex Corporation, Westport, Connecticut.

"Terex Group" means Terex and any of its Affiliates which are not members of the Group."

4. Clause 22.21 (Restricted transactions) of the Facility Agreement shall be replaced in its entirety to read as follows: 1

"22.21 Restricted transactions

(a) No Obligor shall (and each Obligor shall procure that none of its Subsidiaries will) enter into any transaction with any shareholder of the Obligors' Agent or any entity controlled by either of them (in each case other than a Major Shareholder) except on arm's length terms and in the normal course of business.

(b) No Obligor shall (and each Obligor shall procure that none of its Subsidiaries will):

(i) provide any guarantee, indemnity or other form of assurance against financial loss or Security Interest to any Major Shareholder or in respect of that Major Shareholder's obligations;

1 Note: The distribution co-operation and the service agreement with respect to the region Austria referred to in the proviso to paragraph (b) of Clause 22.21 relate back to the disposal by Siemens of its mobile cranes business to Terex in 2002. The distribution co-operation was terminated with respect to new business effective 31 December 2007 with one order of the then existing order backlog remaining to be executed. Under the service agreement, Demag Cranes & Components GmbH provides technical service and repair services to Terex-Demag GmbH & Co. KG's mobile crane customers in Austria. The aggregate compensation received by Demag Cranes & Components GmbH under the service agreement during the Parent's financial year 2009/2010 amounted to EUR 469,613.52.

(ii) provide any loans or credit to, enter into any cash pool-ing arrangement with, or otherwise maintain the solvency of or provide working capital to, any Major Shareholder;

(iii) invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Major Shareholder;

(iv) enter into any merger, demerger, corporate reconstruction or similar con-tract, arrangement or transaction with or otherwise involving any Major Shareholder;

(v) acquire any assets (including shares in the Parent or in any other person other than a Major Shareholder) from any Major Shareholder other than in the ordi-nary course of trading on arm's length terms;

(vi) dispose of any assets to any Major Shareholder other than in the ordi-nary course of trading on arm's length terms;

(vii) enter into any joint venture or similar arrangement with any Major Shareholder; or

(viii) enter into any other contract, arrangement or transaction with or for the benefit of any Major Shareholder other than in the ordinary course of busi-ness, for full market value and on arm's length terms,

provided that sub-paragraphs (v), (vi) and (viii) above shall not be construed to restrict (x) the winding-up on arm's length terms of a distribution co-operation entered into between Demag Cranes & Components GmbH (Salzburg) and Demag Mobile Cranes GmbH & Co. KG (Zweibrücken) with respect to the region Austria or (y) performance under a service agreement (as amended from time to time in the ordinary course of busi-ness, for full market value and on arm's length terms) entered into on arm's lenght terms between Demag Cranes & Components GmbH (Salzburg) and Terex-Demag GmbH & Co. KG (Zweibrücken) with respect to the region Austria."

5. The following provision shall be inserted in Clause 24 (Default) of the Facility Agreement as new Clause 24.15 (Dividends and other distributions) (and the numbering of Clauses 24.15 (Material adverse change) to 24.18 (Section 490

German Civil Code) shall be adjusted accordingly:

"24.15 Dividends and other distributions

At any time while there is a Major Shareholder:

(a) the general meeting (Hauptversammlung) of the Parent resolves the payment of dividends or other distributions on or in respect of the Parent's share capital in respect of any financial year which in aggregate exceed 50 per cent. of the operating net income after tax of the Group (calculated in accordance with the principles applied when calculating operating net income after tax of the Group for purposes of the Original Financial Statements) for that financial year; or

(b)    the Parent makes any such dividend payment or other distribution."

B.Reply Deadline and Effective Date

We would kindly ask the Lenders to agree to, and authorise the Facility Agent to effect, on behalf of each Finance Party, the Amendments

by not later than 29. June 2011 (the "Reply Deadline").

The Amendments shall become effective on the later of:

(a) the day on which we have received the agreement set out below duly countersigned by the Facility Agent; and

(b) the day immediately preceding the day on which members of the Terex Group become holders of more than 50 per cent of the issued share capital of the Parent (where for the purpose of calculating such level, that part of the share capital of the Parent that carries no voting rights (stimmrechtslose Vorzugsaktien) shall not be included in the determination of the relevant percentage),

(the "Effective Date").

C.Work Fee

Subject to receipt by us on or prior to the Reply Deadline of the agreement set out below duly counter-signed by the Facility Agent, we shall pay to each Lender which provides its agreement to the Amendments on or prior to the Reply Deadline a work fee of 0.02% on each such agreeing Lender's Commitments as of the Reply Deadline (disregarding any reduction of a Revolving Commitment pursuant to paragraph (e) of Clause 9.1 (Ancillary Facility) of the Facility Agreement). Such work fee shall become payable five Business Days after the Reply Deadline and shall be credited against the amount of the amendment fee (if any) payable pursuant to paragraph D. below.

D.Amendment Fee

Subject to (i) receipt by us on or prior to the Reply Deadline of the agreement set out below duly counter-signed by the Facility Agent, (ii) occurrence of the Effec-tive Date and (iii) credit of the amount of any work fee paid or payable pursuant to paragraph C. above, we shall pay:

(a) to each Lender which provides its agreement to the Amendments on or prior to 24. June 2011 an amendment fee of 0.15 %; and

(b) to all other Lenders which provide their agreement to the Amendments on or prior to the Reply Deadline an amendment fee of 0.10 %,

in each case calculated on each such agreeing Lender's Commitments as of the Reply Deadline (disregarding any reduction of a Revolving Commitment pursuant to paragraph (e) of Clause 9.1 (Ancillary Facility) of the Facility Agreement). Such amendment fee shall become payable five Business Days after the Effective Date.

This letter shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.

Please respond by countersigning and returning to us the agreement set out below.

Yours faithfully

Demag Cranes AG

acting in its own name and in the name

and on behalf of the other Obligors

Rainer Beaujean	Jochen Hildebrandt
Member of the board, CFO	Treasurer

We, acting upon the agreement of the requisite majority of Lenders pursuant to Clause 30 (Amendments and Waivers) of the Facility Agreement, hereby agree to the Amendments to the Facility Agreement requested in the above letter.

Yours sincerely,

UniCredit Bank AG, London Branch

as Facility Agent under the Facility Agreement

Place/Date:

EX-12

Exhibit 12

TEREX CORPORATION

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

(amounts in millions)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2011				2010				2011				2010
Earnings:
Income (loss) before income taxes	$	67.3			$	(51.2	)		$	94.0			$	(200.7	)
Adjustments:
Undistributed (income) loss of less than 50% owned investments	(1.9		)		0.1				(1.6		)		(0.4		)
Fixed charges	46.6				42.7				120.3				126.5
Earnings	$	112.0			$	(8.4	)		$	212.7			$	(74.6	)
Fixed charges:
Interest expense, including debt discount amortization	$	37.1			$	36.1			$	93.2			$	107.4
Amortization/writeoff of debt issuance costs	3.3				1.8				12.8				5.1
Portion of rental expense representative of interest factor (assumed to be 33%)	6.2				4.8				14.3				14.0
Fixed charges	$	46.6			$	42.7			$	120.3			$	126.5
Ratio of earnings to fixed charges	2.4			x	—			(1)	1.8			x	—			(1)
Amount of earnings deficiency for coverage of fixed charges	$	—			$	51.1			$	—			$	201.1
(1) Less than 1.0x

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Ronald M. DeFeo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Terex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of  the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 3, 2011

/s/ Ronald M. DeFeo

Ronald M. DeFeo

Chairman and

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Phillip C. Widman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Terex Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of  the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 3, 2011

/s/ Phillip C. Widman

Phillip C. Widman

Senior Vice President and

Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Terex Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Ronald M. DeFeo, Chairman and Chief Executive Officer of the Company, and Phillip C. Widman, Senior Vice President and Chief Financial Officer of the Company, certify, to the best of our knowledge, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ronald M. DeFeo

Ronald M. DeFeo

Chairman and

Chief Executive Officer

November 3, 2011

/s/ Phillip C. Widman

Phillip C. Widman

Senior Vice President and

Chief Financial Officer

November 3, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Terex Corporation and will be retained by Terex Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

XML

DERIVATIVE FINANCIAL INSTRUMENTS (Details) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended				3 Months Ended		9 Months Ended			9 Months Ended
	Sep. 30, 2011 USD ($) former_subsidiaries derivative_instrument	Sep. 30, 2010 USD ($)	Sep. 30, 2011 USD ($) segments days former_subsidiaries derivative_instrument	Sep. 30, 2010 USD ($)	Feb. 19, 2011	Sep. 30, 2011 Fair Value Hedging [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] USD ($)	Jan. 15, 2007 Fair Value Hedging [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] USD ($)	Dec. 31, 2006 Fair Value Hedging [Member] Interest Rate Swap [Member] Designated as Hedging Instrument [Member] USD ($)	Sep. 30, 2011 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] Designated as Hedging Instrument [Member] USD ($)	Sep. 30, 2010 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] Designated as Hedging Instrument [Member] USD ($)	Sep. 30, 2011 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] Designated as Hedging Instrument [Member] USD ($)	Sep. 30, 2010 Cash Flow Hedging [Member] Foreign Exchange Contract [Member] Designated as Hedging Instrument [Member] USD ($)	May 31, 2011 Foreign Exchange Contract [Member] Not Designated as Hedging Instrument [Member] EUR (€)	Sep. 30, 2010 Hedge of Bucyrus Stock Price Not Designated as Hedging Instrument [Member] USD ($)	Sep. 30, 2011 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 1 [Member] USD ($)	Dec. 31, 2010 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 1 [Member] USD ($)	Sep. 30, 2011 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 2 [Member] USD ($)	Dec. 31, 2010 Fair Value, Measurements, Recurring [Member] Fair Value, Inputs, Level 2 [Member] USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net									$ (1.9)	$ 0	$ (4.3)	$ (4.0)
Derivative [Line Items]
Number of types of derivatives [as an integer]	2		2
Derivative, Notional Amount						400.0		200.0	566.1		566.1
Fair value of asset derivatives designated as hedging instruments
Interest rate contract																	46.1	39.3
Period of restriction on sale of shares (in years)					1
Amount paid to exit interest rate swap agreement							5.4
Bucyrus stock, percentage of risk mitigated by derivative contracts (as a percent)														95.00%
Notional Amount of Foreign Currency Derivative Purchase Contracts													450.0
Payments for (Proceeds from) Derivative Instrument, Investing Activities			16.1	21.1										21.1
Variable interest rate			The interest rate swap agreement is based on LIBOR yield curves at the reporting date
Foreign Currency Cash Flow Hedge Derivative at Fair Value, Net															4.2	3.3
Notional amount of foreign currency derivatives classified under cash flow hedge									504.7		504.7
Unrealized gain on fair value of currency exchange forward cash flow hedge contracts											4.2
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months			(3.4)
Maximum Remaining Maturity Period Of Foreign Currency Derivatives			1
Unrealized net gains (losses) included in Accumulated other comprehensive income
Balance at beginning of period	2.6	(0.6)	(2.1)	(3.6)
Additional (losses) gains	(6.3)	0	(0.6)	0.7
Amounts reclassified to earnings	0.3	0.9	(0.7)	3.2
Balance at end of period	$ (3.4)	$ 0.3	$ (3.4)	$ 0.3

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CONSOLIDATED BALANCE SHEET (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 684.9	$ 894.2
Investments in marketable securities	2.7	521.4
Trade receivables (net of allowance of $43.0 and $46.8 at June 30, 2011 and December 31, 2010, respectively)	1,202.3	782.5
Inventories	1,893.5	1,448.7
Deferred taxes	124.3	23.4
Other current assets	264.1	298.7
Total current assets	4,171.8	3,968.9
Non-current assets
Property, plant and equipment - net	879.3	573.5
Goodwill	1,302.7	492.9
Intangible Assets, Net (Excluding Goodwill)	528.3	140.4
Deferred taxes	64.1	90.5
Other assets	380.5	250.2
Total assets	7,326.7	5,516.4
Current liabilities
Notes payable and current portion of long-term debt	74.6	346.8
Trade accounts payable	804.6	570.0
Accrued compensation and benefits	247.4	128.5
Accrued warranties and product liability	103.9	86.4
Customer advances	214.6	95.8
Income taxes payable	234.4	186.8
Other current liabilities	343.9	259.9
Total current liabilities	2,023.4	1,674.2
Non-current liabilities
Long-term debt, less current portion	2,242.0	1,339.5
Retirement plans and other	792.5	391.3
Total liabilities	5,057.9	3,405.0
Commitments and contingencies
Stockholders' equity
Common stock, $.01 par value - authorized 300.0 shares; issued 121.8 and 121.2 shares at June 30, 2011 and December 31, 2010, respectively	1.2	1.2
Additional paid-in capital	1,272.4	1,264.2
Retained earnings	1,364.8	1,316.7
Accumulated other comprehensive income	(47.9)	100.4
Less cost of shares of common stock in treasury - 13.0 and 13.1 shares at June 30, 2011 and December 31, 2010, respectively	(598.8)	(599.3)
Total Terex Corporation stockholders' equity	1,991.7	2,083.2
Noncontrolling interest	277.1	28.2
Total stockholders' equity	2,268.8	2,111.4
Total liabilities and stockholders' equity	$ 7,326.7	$ 5,516.4

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CONSOLIDATED BALANCE SHEET Parenthetical (USD $) In Millions, except Per Share data	Sep. 30, 2011	Dec. 31, 2010
Current assets
Trade receivables, allowance (in dollars)	$ 43.2	$ 46.8
Stockholders' equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	300.0	300.0
Common stock, issued shares	121.8	121.2
Treasury stock, shares	13.0	13.1

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FAIR VALUE MEASUREMENTS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011 segments days former_subsidiaries derivative_instrument	Sep. 30, 2011 Fair value measurements on recurring basis Level 1	Dec. 31, 2010 Fair value measurements on recurring basis Level 1	Sep. 30, 2011 Fair value measurements on recurring basis Level 2	Dec. 31, 2010 Fair value measurements on recurring basis Level 2
Fair value of assets and liabilities measured on recurring Basis
Number of types of derivatives [as an integer]	2
Fair market value of interest rate swap				$ 46.1	$ 39.3
Fair value of foreign exchange contracts		$ 4.2	$ 3.3
Variable interest rate	The interest rate swap agreement is based on LIBOR yield curves at the reporting date

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BASIS OF PRESENTATION (Policies)

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Accounts Receivable and Allowance for Doubtful Accounts

.

Accounts Receivable and Allowance for Doubtful Accounts.  Trade accounts receivable are recorded at the invoiced amount and do not bear interest.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.  The Company determines the allowance based on historical customer review and current financial conditions.  The Company reviews its allowance for doubtful accounts at least quarterly.  Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.  All other balances are reviewed on a pooled basis by type of receivable.  Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered.  There can be no assurance that the Company’s historical accounts receivable collection experience will be indicative of future results.  The Company has off-balance sheet credit exposure related to guarantees provided to financial institutions as disclosed in Note O - “Litigation and Contingencies.”  Substantially all receivables were trade receivables at September 30, 2011 and December 31, 2010.

Impairment of Long-Lived Assets

.

Impairment of Long-Lived Assets. The Company’s policy is to assess the realizability of its long-lived assets, including intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable.  Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value.  Future cash flow projections include assumptions for future sales levels and the level of working capital needed to support each business.  The Company uses data developed by business segment management as well as macroeconomic data in making these calculations.  The amount of any impairment then recognized would be calculated as the difference between estimated fair value and the carrying value of the asset.  The Company recognized $1.7 million and $9.6 million of asset impairments for the three and nine months ended September 30, 2010, respectively of which $1.7 million and $8.0 million, respectively was recognized as part of restructuring costs.  The Company recognized asset impairments of $2.1 million and $11.1 million for the three and nine months ended September 30, 2011, respectively of which $2.1 million and $2.2 million, respectively were recognized as part of restructuring costs.  See Note L – “Restructuring and Other Charges.”

Accrued Warranties

Accrued Warranties.  The Company records accruals for potential warranty claims based on its claim experience.  The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period.  Each business provides a warranty specific to the products it offers.  The specific warranty offered by a business is a function of customer expectations and competitive forces.  Warranty length is generally a fixed period of time, a fixed number of operating hours, or both.

A liability for estimated warranty claims is accrued at the time of sale.  The non-current portion of the warranty accrual is included in Retirement plans and other in the Company’s Condensed Consolidated Balance Sheet.  The liability is established using historical warranty claim experience for each product sold.  Historical claim experience may be adjusted for known design improvements or for the impact of unusual product quality issues.  Warranty reserves are reviewed quarterly to ensure critical assumptions are updated for known events that may affect the potential warranty liability.

The following table summarizes the changes in the consolidated product warranty liability (in millions):

	Nine Months Ended
	September 30, 2011
Balance at beginning of period	$	103.0
Accruals for warranties issued during the period	56.7
Changes in estimates	3.0
Settlements during the period	(57.5		)
Acquisition	24.7
Foreign exchange effect/other	(1.3		)
Balance at end of period	$	128.6

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Document and Entity Information Document In Millions	3 Months Ended
	Sep. 30, 2011	Jul. 27, 2011
Entity Information [Line Items]
Entity Registrant Name	TEREX CORP
Entity Central Index Key	0000097216
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		109.7

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ACQUISITIONS ACQUISITION 3 (Details) (DemagAG [Member], Trade Names [Member], USD $) In Millions	Aug. 16, 2011
DemagAG [Member] | Trade Names [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Acquired Indefinite-lived Intangible Asset, Amount	$ 125.0

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DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2011

Discontinued Operations and Disposal Groups [Abstract]

Schedule of discontinued operations presented in the Consolidated Statement of Income

The following amounts related to the discontinued operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in the Condensed Consolidated Statement of Income (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011			2010
Net sales	$	—	$	—		$	—		$	157.7
Loss from discontinued operations before income taxes	$	—	$	(0.2	)	$	(0.1	)	$	(9.6	)
(Provision for) benefit from income taxes	—		(3.2		)	5.9			2.5
(Loss) income from discontinued operations – net of tax	$	—	$	(3.4	)	$	5.8		$	(7.1	)
(Loss) gain on disposition of discontinued operations	$	—	$	2.1		$	(2.8	)	$	839.7
Benefit from (provision for) income taxes	—		(3.6		)	2.3			(245.8		)
(Loss) gain on disposition of discontinued operations – net of tax	$	—	$	(1.5	)	$	(0.5	)	$	593.9

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ACQUISITIONS ACQUISITION 2 (Details) (DemagAG [Member], USD $) In Millions, unless otherwise specified		72 Months Ended		192 Months Ended		60 Months Ended
	Aug. 16, 2011	Aug. 16, 2017 Unpatented Technology [Member] years	Aug. 16, 2011 Unpatented Technology [Member]	Aug. 16, 2027 Customer Relationships [Member] years	Aug. 16, 2011 Customer Relationships [Member]	Aug. 16, 2016 In Process Research and Development [Member] years	Aug. 16, 2011 In Process Research and Development [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite-lived Intangible Asset, Weighted Average Useful Life		6		16		5
Acquired Finite-lived Intangible Asset, Amount	$ 300.5		$ 39.1		$ 248.6		$ 12.8

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PROPERTY, PLANT AND EQUIPMENT

9 Months Ended

Sep. 30, 2011

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – net consist of the following (in millions):

	September 30, 2011			December 31, 2010
Property	$	123.2		$	78.4
Plant	458.8			316.8
Equipment	691.8			527.1
Property, plant and equipment – gross	1,273.8			922.3
Less: Accumulated depreciation	(394.5		)	(348.8		)
Property, plant and equipment – net	$	879.3		$	573.5

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Schedule of earnings per share

(in millions, except per share data)	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
Net income (loss) from continuing operations attributable to Terex Corporation common stockholders	$	36.9	$	(90.9	)	$	42.8		$	(183.0	)
Income (loss) from discontinued operations-net of tax	—		(3.4		)	5.8			(7.1		)
Gain on disposition of discontinued operations-net of tax	—		(1.5		)	(0.5		)	593.9
Net income (loss) attributable to Terex Corporation	$	36.9	$	(95.8	)	$	48.1		$	403.8
Basic shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Earnings per share - basic:
Income (loss) from continuing operations	$	0.34	$	(0.84	)	$	0.39		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain (loss) on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.34	$	(0.88	)	$	0.44		$	3.72
Diluted shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Effect of dilutive securities:
Stock options, restricted stock awards and convertible notes	0.7		—			1.3			—
Diluted weighted average shares outstanding	110.3		108.8			110.8			108.6
Earnings per share - diluted:
Income (loss) from continuing operations	$	0.33	$	(0.84	)	$	0.38		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.33	$	(0.88	)	$	0.43		$	3.72

Schedule of noncontrolling interest attributable to common stockholders

The following table provides information to reconcile amounts reported on the Condensed Consolidated Statement of Income to amounts used to calculate earnings per share attributable to Terex Corporation common stockholders (in millions):

Noncontrolling Interest Attributable to Common Stockholders
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011		2010
Income (loss) from continuing operations	$	33.1	$	(89.8	)	$	37.5	$	(178.8	)
Noncontrolling interest attributed to (income) loss from continuing operations	3.8		(1.1		)	5.3		(4.2		)
Income (loss) from continuing operations attributable to common stockholders	$	36.9	$	(90.9	)	$	42.8	$	(183.0	)

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EARNINGS PER SHARE (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Earnings per share
Income (loss) from continuing operations [in dollars]	$ 36.9	$ (90.9)	$ 42.8	$ (183.0)
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, Net of Tax [in dollars]	0	(3.4)	5.8	(7.1)
(Loss) gain on disposition of discontinued operations - net of tax [in dollars]	0	(1.5)	(0.5)	593.9
Net (loss) income attributable to Terex Corporation [in dollars]	36.9	(95.8)	48.1	403.8
Basic shares:
Weighted average shares outstanding (in shares)	109.6	108.8	109.5	108.6
Earnings per share - basic:
Income (loss) from continuing operations (in dollars per share)	$ 0.34	$ (0.84)	$ 0.39	$ (1.68)
Income (loss) from discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.03)	$ 0.05	$ (0.07)
Gain on disposition of discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ 5.47
Net income (loss) attributable to Terex Corporation (in dollars per share)	$ 0.34	$ (0.88)	$ 0.44	$ 3.72
Diluted shares:
Weighted average shares outstanding (in shares)	109.6	108.8	109.5	108.6
Effect of dilutive securities:
Weighted Average Number Diluted Shares Outstanding Adjustment [in shares]	0.7	0	1.3	0
Diluted weighted average shares outstanding (in shares)	110.3	108.8	110.8	108.6
Earnings per share - diluted:
Income (loss) from continuing operations (in dollars per share)	$ 0.33	$ (0.84)	$ 0.38	$ (1.68)
Income (loss) from discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.03)	$ 0.05	$ (0.07)
Gain on disposition of discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ 5.47
Net income (loss) attributable to Terex Corporation (in dollars per share)	$ 0.33	$ (0.88)	$ 0.43	$ 3.72
Reconciliation of amounts attributable to common stockholders:
Income (loss) from continuing operations [in dollars]	33.1	(89.8)	37.5	(178.8)
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest [in dollars]	3.8	(1.1)	5.3	(4.2)
Income (loss) from continuing operations [in dollars]	$ 36.9	$ (90.9)	$ 42.8	$ (183.0)
Other details of antidilutive securities
Common Stock, Par or Stated Value Per Share	$ 0.01		$ 0.01		$ 0.01
Stock Options.
Other details of antidilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	0.2	0.5	0.2	0.6
Restricted Stock
Other details of antidilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	0.2	1.3	0.2	1.4
Convertible Debt Securities [Member]
Other details of antidilutive securities
Antidilutive securities excluded from computation of earnings per share (in shares)	0	2.4	0	2.4
Convertible Subordinated Debt [Member]
Other details of antidilutive securities
Interest rate of debt securities (as a percent)	4.00%		4.00%
Conversion price of convertible notes (in dollars per share)	$ 16.25		$ 16.25

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BASIS OF PRESENTATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011 segments days former_subsidiaries derivative_instrument	Sep. 30, 2010	Dec. 31, 2010
Cash and Cash Equivalents
Cash and cash equivalents, not immediately available for use	$ 16.1		$ 16.1		$ 16.3
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable collectibility, number of days past due used to determine review (in days)			90
Impairment of Long-Lived Assets
Fixed asset impairment	2.1	1.7	11.1	9.6
Portion of fixed asset impairment recognized as part of restructuring costs	2.1	1.7	2.2	8.0
Changes in consolidated current and non-current product warranty liability
Beginning Balance			103.0
Accruals for warranties issued during the year			56.7
Changes in estimates			3.0
Settlements during the year			(57.5)
Standard Product Warranty Accrual, Additions from Business Acquisition			24.7
Foreign exchange effect			(1.3)
Ending Balance	$ 128.6		$ 128.6

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BUSINESS SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

Schedule of business segment information

Business segment information is presented below (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net Sales
AWP	$	448.7		$	282.2		$	1,312.6		$	733.5
Construction	395.4			284.7			1,096.6			765.0
Cranes	543.6			368.7			1,406.0			1,231.5
MHPS	256.0			—			256.0			—
MP	171.1			143.6			512.0			387.3
Corporate and Other / Eliminations	(11.2		)	(3.4		)	(35.2		)	(25.7		)
Total	$	1,803.6		$	1,075.8		$	4,548.0		$	3,091.6
Income (loss) from Operations
AWP	$	27.0		$	14.0		$	60.1		$	(8.2	)
Construction	(6.4		)	(7.7		)	(15.6		)	(47.7		)
Cranes	25.9			3.9			(30.6		)	17.8
MHPS	(2.6		)	—			(2.6		)	—
MP	12.4			10.3			45.8			19.2
Corporate and Other / Eliminations	(3.7		)	(16.9		)	(7.0		)	(54.4		)
Total	$	52.6		$	3.6		$	50.1		$	(73.3	)

	September 30, 2011			December 31, 2010
Identifiable Assets
AWP	$	888.2		$	837.2
Construction	1,263.9			1,186.8
Cranes	2,251.0			2,227.8
MHPS	2,354.2			—
MP	932.7			913.2
Corporate and Other / Eliminations	(363.3		)	351.4
Total	$	7,326.7		$	5,516.4

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RESTRUCTURING AND OTHER CHARGES

9 Months Ended

Sep. 30, 2011

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND OTHER CHARGES

RESTRUCTURING AND OTHER CHARGES

The Company continually evaluates its cost structure to be appropriately positioned to respond to changing market conditions.  Given economic trends from 2008 into 2011, the Company initiated certain restructuring programs to better utilize its workforce and optimize facility utilization to match the demand for its products.

To optimize facility utilization, the Company established a restructuring program to move its crushing and screening manufacturing business from Cedar Rapids, Iowa within the MP segment to other facilities, primarily in North America. Engineering, sales and service functions for materials processing equipment currently made at the plant will be retained at the facility for the near future.  The program is expected to cost $5.7 million, which has all been incurred to date, result in reductions of approximately 186 team members and be completed during 2011.  Costs of $2.3 million and $0.1 million were charged to Cost of goods sold (“COGS”) and selling, general and administrative costs ("SG&A"), respectively, in the nine months ended September 30, 2011 for this program.

The Company established a restructuring program within the MP segment to realize cost synergies and support its joint brand strategy by consolidating certain of its crushing equipment manufacturing businesses.  This program will result in the relocation of its Pegson operations in Coalville, United Kingdom to Omagh, Northern Ireland. The global design center for crushing equipment and certain component manufacturing will be retained at Coalville for the near future.  The program is expected to cost $6.4 million, which has all been incurred to date, result in reductions of approximately 215 team members and be completed during 2011.  

During the second quarter of 2010, the Company executed a restructuring program to better utilize facility space in its Port Equipment Business, which is included in the Cranes segment.  The program cost $11.4 million and resulted in reductions of approximately 149 team members. This program was completed in 2010, except for certain benefits mandated by governmental agencies.  

During the second quarter of 2011, the Company established restructuring programs within the Cranes segment to optimize facility utilization and consolidate certain manufacturing operations. These programs are expected to cost $16.6 million and result in the reduction of approximately 232 team members. This program is expected to be completed in 2011, except for certain benefits mandated by governmental agencies.  Program costs of $11.2 million and $4.2 million were charged to COGS and SG&A, respectively, during the nine months endedSeptember 30, 2011.

During the third quarter of 2011, the Company reorganized certain areas within the Construction segment to enhance operational efficiency. The expected cost of these activities is $1.2 million and resulted in the reduction of approximately 5 team members. Costs related to this program of $0.6 million and $0.6 million were charged to COGS and SG&A, respectively, during the three and nine months ended September 30, 2011.

During the third quarter of 2011, certain areas of the MHPS segment were reorganized to better utilize the Company's workforce. The expected cost related to these activities is $4.0 million and will result in the reduction of approximately 10 team members. This program is expected to be completed within a year. Costs related to this program of $4.0 million were charged to SG&A from the date of acquisition through September 30, 2011.

The following table provides information for all restructuring activities by segment of the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Amount incurred during the nine months ended September 30, 2011		Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred
AWP	$	—	$	23.6
Construction	1.2		38.7
Cranes	16.3		33.0
MP	2.5		13.6
MHPS	4.0		4.0
Corporate and Other	0.1		6.2
Total	$	24.1	$	119.1

The following table provides information by type of restructuring activity with respect to the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Employee Termination Costs		Facility Exit Costs		Asset Disposal and Other Costs		Total
Amount incurred in the nine months ended September 30, 2011	$	21.5	$	—	$	2.6	$	24.1
Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred	$	94.4	$	10.5	$	14.2	$	119.1

The following table provides a roll forward of the restructuring reserve by type of restructuring activity for the nine months ended September 30, 2011 (in millions):

	Employee Termination Costs			Facility Exit Costs		Asset Disposal and Other Costs			Total
Restructuring reserve at December 31, 2010	$	9.8		$	1.6	$	1.1		$	12.5
Restructuring charges	21.2			—		0.1			21.3
Cash expenditures	(4.8		)	—		(1.6		)	(6.4		)
Restructuring reserve at September 30, 2011	$	26.2		$	1.6	$	(0.4	)	$	27.4

During the nine months ended September 30, 2011 and 2010, $15.2 million and $14.0 million of restructuring charges were included in COGS. In addition, during the nine months ended September 30, 2011 and 2010, $8.9 million and $7.2 million of restructuring charges were included in SG&A costs. Included in the restructuring costs for the nine months ended September 30, 2011 and September 30, 2010 are $2.2 million and $8.0 million, respectively, of asset impairments

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INCOME TAXES

9 Months Ended

Sep. 30, 2011

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

During the three months ended September 30, 2011, the Company recognized income tax expense of $34.2 million on income of $67.3 million, an effective tax rate of 50.8% as compared to income tax expense of $38.6 million on a loss of $51.2 million, an effective tax rate of negative 75.4%, for the three months ended September 30, 2010.  During the nine months ended September 30, 2011, the Company recognized income tax expense of $56.5 million on income of $94.0 million, an effective tax rate of 60.1% as compared to an income tax benefit of $21.9 million on a loss of $200.7 million, an effective tax rate of 10.9%, for the nine months ended September 30, 2010.  The higher tax rate recorded in 2011, compared to statutory tax rates, was mainly due to losses not benefited for tax purposes, non-tax deductible expenses incurred to acquire Demag Cranes and the enactment of a statutory income tax rate reduction in the U.K. The Company does not recognize tax benefits for losses where it is not more likely than not, based on the weight of current objective evidence, that the losses will be used in the future. When income from continuing operations before income tax (instead of loss from continuing operations before income tax) is reported, tax expense items increase the effective tax rate and tax benefit items decrease the effective tax rate.

The Company conducts business globally and the Company and its subsidiaries file income tax returns in U.S. federal, state and foreign jurisdictions, as required. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Germany, Italy, the United Kingdom and the U.S. Various entities of the Company are currently under audit in Australia, Germany, Italy, the United Kingdom, the U.S. and elsewhere. The Company assesses uncertain tax positions for recognition, measurement and effective settlement. Where the Company has determined that its tax return filing position does not satisfy the more likely than not recognition threshold of ASC 740, “Income Taxes,” it has recorded no tax benefits. Where the Company has determined that its tax return filing positions are more likely than not to be sustained, the Company has measured and recorded the largest amount of tax benefit greater than 50% likely to be realized.

The Company evaluates each quarter whether it is reasonably possible that material changes to its uncertain tax position liability could occur in the next twelve months.  It is hard to predict which uncertain tax positions, if any, may be challenged by tax authorities. The timing and impact of income tax audits and their resolution is highly uncertain.  New laws and judicial decisions can change assessments concerning technical merit and measurement.  It is not possible to determine with any degree of certainty the amounts or periods in which changes to reserves for uncertain tax positions will occur.  Changes may occur as a result of uncertain tax positions being considered effectively settled, re-measured, paid, as the result of a change in the accounting rules, tax law or judicial decision, or due to the expiration of the relevant statute of limitations.  At this time, the Company does not believe there will be significant changes to the uncertain tax liability over the next twelve months.

The Company evaluates the net realizable value of its deferred tax assets each reporting period. The Company must consider all objective evidence, both positive and negative, in evaluating the future realization of its deferred tax assets, including tax loss carry forwards. Historical information is supplemented by currently available information about future tax years. Realization requires sufficient taxable income to use deferred tax assets. The Company records a valuation allowance for each deferred tax asset for which realization is assessed as not more likely than not. In particular, the assessment by the Company that deferred tax assets will be realized considered the following: (i) estimates of future taxable income generated from various sources, including the expected recovery of operations in the U.S. and the United Kingdom, (ii) the reversal of taxable temporary differences, (iii) increased profitability due to cost reductions in recent years, (iv) losses in late 2008 through 2010 as a result of the economic downturn, and (v) the combination of certain businesses in the United Kingdom. If the current estimates of future taxable income are not realized or future estimates of taxable income are reduced, then the assessment regarding the realization of deferred tax assets in certain jurisdictions, including the U.S. and the United Kingdom, could change and have a material impact on the statement of income.  

Except for the U.S. subsidiaries of Demag Cranes AG, the Company does not provide for foreign income and withholding, U.S. federal, or state income taxes or tax benefits on the undistributed earnings of its foreign subsidiaries because such earnings are reinvested and, in the Company's opinion, will continue to be reinvested indefinitely. The Company reviews its plan to indefinitely reinvest on a quarterly basis. In making its decision to indefinitely reinvest, the Company evaluates its plans of reinvestment, its ability to control repatriation, and the need, if any, to repatriate funds to support U.S. operations. If the assessment of the Company with respect to earnings of foreign subsidiaries changes, deferred U.S. income taxes, foreign income taxes, and foreign withholding taxes may have to be accrued. The Company records deferred tax assets and liabilities on the temporary differences between the financial statement basis and the tax basis in the investment in subsidiaries when such deferred taxes are required to be recognized. Where appropriate, the Company does not accrue deferred income taxes on the temporary difference between book and tax basis in domestic subsidiaries. At this time, determination of the unrecognized deferred tax liabilities for temporary differences related to the investment in subsidiaries is not practical.

With the exception of goodwill, the Company recorded deferred taxes on differences between the book and tax bases of Demag Cranes AG assets and liabilities acquired. In general, acquired goodwill is not amortized and not deductible for tax purposes. The Company is evaluating whether deferred income taxes should be provided for either undistributed earnings of Demag Cranes AG companies or temporary differences related to the investments in various Demag Cranes AG subsidiaries that existed on August 16, 2011. Based on the Company's current assessment, it believes, with the exception of the Demag Cranes AG investment in its U.S. subsidiaries, that such amounts remain indefinitely reinvested and that deferred taxes do not need to be provided. The Company has determined that the temporary difference related to the Demag Cranes AG investment in its U.S. subsidiaries is no longer indefinitely reinvested.  As a result, a deferred tax liability of $44.0 million has been recognized.

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RETIREMENT PLANS AND OTHER BENEFITS (Tables)

9 Months Ended

Sep. 30, 2011

U.S. Defined Benefit Pension plans

Defined Benefit Plan Disclosure

Schedule of components of net periodic cost

Information regarding the Company's U.S. plans, including the SERP, was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	0.5		$	0.5		$	1.6		$	1.5
Interest cost	2.1			2.1			6.1			6.4
Expected return on plan assets	(2.1		)	(1.8		)	(6.2		)	(5.4		)
Amortization of prior service cost	—			—			0.1			0.1
Amortization of actuarial loss	0.8			0.9			2.5			2.6
Net periodic cost	$	1.3		$	1.7		$	4.1		$	5.2

U.S. Other Benefits

Defined Benefit Plan Disclosure

Schedule of components of net periodic cost

	Other Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Components of net periodic cost:
Interest cost	$	0.1	$	0.2	$	0.3	$	0.5
Amortization of prior service cost	—		—		—		0.1
Amortization of actuarial loss	—		—		—		0.1
Net periodic cost	$	0.1	$	0.2	$	0.3	$	0.7

Non-U.S. Defined Benefit Pension Plans

Defined Benefit Plan Disclosure

Schedule of components of net periodic cost

Information regarding the Company's non-U.S. plans was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	1.3		$	0.8		$	3.2		$	2.8
Interest cost	2.6			2.2			7.1			6.6
Expected return on plan assets	(1.1		)	(1.2		)	(3.9		)	(3.6		)
Amortization of actuarial loss	0.1			0.3			0.3			1.0
Net periodic cost	$	2.9		$	2.1		$	6.7		$	6.8

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GOODWILL

9 Months Ended

Sep. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):

	Aerial Work Platforms			Construction			Cranes			Materials Handling & Port Solutions			Materials Processing			Total
Balance at December 31, 2010, gross	$	149.6		$	438.8		$	212.4		$	—		$	196.9		$	997.7
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at December 31, 2010, net	106.8			—			212.4			—			173.7			492.9
Acquisitions	—			—			—			865.4			1.9			867.3
Foreign exchange effect and other	(0.1		)	—			(1.3		)	(55.9		)	(0.2		)	(57.5		)
Balance at September 30, 2011, gross	149.5			438.8			211.1			809.5			198.6			1,807.5
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at September 30, 2011, net	$	106.7		$	—		$	211.1		$	809.5		$	175.4		$	1,302.7

Due to uncertainty and short-term volatility in the cranes market, the Company reviewed the Cranes reporting unit at September 30, 2011 to determine if the results would be significantly different from its annual October 1 test.  The Cranes reporting unit's fair value exceeded its carrying value by approximately 32%.

The Company did not find evidence of impairment at September 30, 2011, but will continue to monitor the performance of the Cranes reporting unit and update the test as circumstances warrant.  If the Cranes reporting unit is unable to achieve its projected cash flows, the outcome of any prospective tests may result in the Company recording goodwill impairment charges in future periods.

The amount of goodwill in the Cranes reporting unit was $211.1 million as of September 30, 2011.

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RETIREMENT PLANS AND OTHER BENEFITS

9 Months Ended

Sep. 30, 2011

Compensation and Retirement Disclosure [Abstract]

RETIREMENT PLANS AND OTHER BENEFITS

RETIREMENT PLANS AND OTHER BENEFITS

Pension Plans

U.S. Plans - As of September 30, 2011, the Company maintained one qualified defined benefit pension plan covering certain domestic employees (the “Terex Plan”).  Participation in the plan for all employees has been frozen.  Participants are credited with post-freeze service for purposes of determining vesting and retirement eligibility only.  The benefits covering salaried employees are based primarily on years of service and employees’ qualifying compensation during the final years of employment.  The benefits covering bargaining unit employees are based primarily on years of service and a flat dollar amount per year of service.  It is the Company’s policy generally to fund the Terex Plan based on the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).  Plan assets consist primarily of common stocks, bonds and short-term cash equivalent funds.

The Company maintains a nonqualified Supplemental Executive Retirement Plan (“SERP”). The SERP provides retirement benefits to certain senior executives of the Company. Generally, the SERP provides a benefit based on average total compensation earned over a participant’s final five years of employment and years of service reduced by benefits earned under any Company retirement program, excluding salary deferrals and matching contributions. In addition, benefits are reduced by Social Security Primary Insurance Amounts attributable to Company contributions.  The SERP is unfunded and participation in the SERP has been frozen.

Other Postemployment Benefits

The Company has several non-pension post-retirement benefit programs.  The Company provides postemployment health and life insurance benefits to certain former salaried and hourly employees.  The health care programs are contributory, with participants’ contributions adjusted annually, and the life insurance plan is noncontributory.

Information regarding the Company's U.S. plans, including the SERP, was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	0.5		$	0.5		$	1.6		$	1.5
Interest cost	2.1			2.1			6.1			6.4
Expected return on plan assets	(2.1		)	(1.8		)	(6.2		)	(5.4		)
Amortization of prior service cost	—			—			0.1			0.1
Amortization of actuarial loss	0.8			0.9			2.5			2.6
Net periodic cost	$	1.3		$	1.7		$	4.1		$	5.2

	Other Benefits
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Components of net periodic cost:
Interest cost	$	0.1	$	0.2	$	0.3	$	0.5
Amortization of prior service cost	—		—		—		0.1
Amortization of actuarial loss	—		—		—		0.1
Net periodic cost	$	0.1	$	0.2	$	0.3	$	0.7

The Company plans to contribute approximately $16 million to its U.S. defined benefit pension and post-retirement plans for the year ending December 31, 2011.  During the nine months ended September 30, 2011, the Company contributed $14.2 million to its U.S. defined benefit pension plans and post-retirement plans, which included a payment of approximately $10 million to eliminate the impact of potential plan restrictions.

Non-U.S. Plans – The Company maintains defined benefit plans in Germany, France, Switzerland, China, India and the United Kingdom for some of its subsidiaries. During the third quarter of 2010, the United Kingdom plan was frozen and a curtailment gain was recognized as part of other comprehensive income. The United Kingdom plan is a funded plan and the Company funds this plan in accordance with funding regulations in the United Kingdom and a negotiated agreement between the Company and the plan's trustees. The plans in Germany, China, India and France are unfunded plans. For the Company's operations in Italy there are mandatory termination indemnity plans providing a benefit that is payable upon termination of employment in substantially all cases of termination. The Company records this obligation based on the mandated requirements. The measure of the current obligation is not dependent on the employees' future service and therefore is measured at current value.

On August 16, 2011, the Company acquired Demag Cranes AG which has defined benefit plans in Germany. The plans in Germany are unfunded plans. The impact of these plans was included from the date of acquisition and resulted in an additional liability of approximately $185 million in Retirement plans and other. See Note H - “Acquisitions.”

Information regarding the Company's non-U.S. plans was as follows (in millions):

	Pension Benefits
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Components of net periodic cost:
Service cost	$	1.3		$	0.8		$	3.2		$	2.8
Interest cost	2.6			2.2			7.1			6.6
Expected return on plan assets	(1.1		)	(1.2		)	(3.9		)	(3.6		)
Amortization of actuarial loss	0.1			0.3			0.3			1.0
Net periodic cost	$	2.9		$	2.1		$	6.7		$	6.8

The Company plans to contribute approximately $9 million to its non-U.S. defined benefit pension plans for the year ending December 31, 2011.  During the nine months ended September 30, 2011, the Company contributed $7.4 million to its non-U.S. defined benefit pension plans.

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DERIVATIVE FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company enters into two types of derivatives to hedge its interest rate exposure and foreign currency exposure: hedges of fair value exposures and hedges of cash flow exposures.  Fair value exposures relate to recognized assets or liabilities and firm commitments, while cash flow exposures relate to the variability of future cash flows associated with recognized assets or liabilities or forecasted transactions.  Additionally, the Company entered into derivative contracts that were intended to partially mitigate risks associated with the shares of common stock of Bucyrus acquired in connection with the sale of the Mining business and the risks associated with Euro payment for the purchase of Demag Cranes AG.  These contracts were not designated as hedges because they did not meet the requirements for hedge accounting.

The Company operates internationally, with manufacturing and sales facilities in various locations around the world, and uses certain financial instruments to manage its foreign currency, interest rate and fair value exposures.  To qualify a derivative as a hedge at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and the method of assessing hedge effectiveness.  Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of a forecasted transaction must be specifically identified, and it must be probable that each forecasted transaction will occur.  If it is deemed probable that the forecasted transaction will not occur, then the gain or loss would be recognized in current earnings.  Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period.  The Company does not engage in trading or other speculative use of financial instruments.

The Company has used and may use forward contracts and options to mitigate its exposure to changes in foreign currency exchange rates on third party and intercompany forecasted transactions.  The primary currencies to which the Company is exposed are the Euro and British Pound.  The effective portion of unrealized gains and losses associated with forward contracts and the intrinsic value of option contracts are deferred as a component of Accumulated other comprehensive income until the underlying hedged transactions are reported in the Company’s Condensed Consolidated Statement of Income.  The Company uses interest rate swaps to mitigate its exposure to changes in interest rates related to existing issuances of variable rate debt and to fair value changes of fixed rate debt.  Primary exposure includes movements in the London Interbank Offer Rate (“LIBOR”).

Changes in the fair value of derivatives designated as fair value hedges are recognized in earnings as offsets to changes in fair value of exposures being hedged.  The change in fair value of derivatives designated as cash flow hedges are deferred in Accumulated other comprehensive income and are recognized in earnings as hedged transactions occur.  Contracts deemed ineffective are recognized in earnings immediately.

In the Condensed Consolidated Statement of Income, the Company records hedging activity related to debt instruments in interest expense and hedging activity related to foreign currency in the accounts for which the hedged items are recorded.  On the Condensed Consolidated Statement of Cash Flows, the Company records cash flows from hedging activities in the same manner as it records the underlying item being hedged.

In November 2007, the Company entered into an interest rate swap agreement that converted a fixed rate interest payment into a variable rate interest payment.  At September 30, 2011, the Company had $400.0 million notional amount of this interest rate swap agreement outstanding, which matures in 2017.  The fair market value of this swap at September 30, 2011 and December 31, 2010 was a gain of $46.1 million and $39.3 million, respectively, which is recorded in Other assets.

The Company had entered into a prior interest rate swap agreement that converted a fixed rate interest payment into a variable rate interest payment.  At December 31, 2006, the Company had $200.0 million notional amount of this interest rate swap agreement outstanding, which would have matured in 2014.  To maintain an appropriate balance between floating and fixed rate obligations on its mix of indebtedness, the Company exited this interest rate swap agreement on January 15, 2007 and paid $5.4 million.  This loss was recorded as an adjustment to the carrying value of the hedged debt and was amortized through January 15, 2011, which was the effective date that the hedged debt was extinguished.

The Company is also a party to currency exchange forward contracts that generally mature within one year to manage its exposure to changing currency exchange rates.  At September 30, 2011, the Company had $566.1 million notional amount of currency exchange forward contracts outstanding, most of which mature on or before September 30, 2012.  The fair market value of these contracts at September 30, 2011 was a net loss of $4.2 million.  At September 30, 2011, $504.7 million notional amount ($4.2 million of fair value losses) of these forward contracts have been designated as, and are effective as, cash flow hedges of specifically identified transactions.  During 2011 and 2010, the Company recorded the change in fair value for these cash flow hedges to Accumulated other comprehensive income and reclassified to earnings a portion of the deferred gain or loss from Accumulated other comprehensive income as the hedged transactions occurred and were recognized in earnings.

The Company entered into a stockholders agreement with Bucyrus that contained certain restrictions, including providing for Terex’s commitment that it will not directly or indirectly sell or otherwise transfer its economic interest in the shares of Bucyrus stock received by it for a period of one year, subject to certain exceptions. As a result, in order to partially mitigate the risks associated with the shares of Bucyrus stock, the Company entered into derivative contracts using a basket of stocks whose prices have historically been highly correlated with the Bucyrus stock price.  During the nine months endedSeptember 30, 2010, the Company paid premiums of approximately $21 million to enter into derivative trades to mitigate the risk of approximately 95% of the notional value of the Bucyrus stock based on historic prices.  The one year lock-up contained in the stockholders agreement expired on February 19, 2011.  All of the derivative contracts purchased by the Company expired unexercised during the nine months endedSeptember 30, 2011.

The Company entered into contingent participating forward foreign currency contracts to purchase up to €450.0 million in May 2011 in connection with the acquisition of Demag Cranes AG to hedge against its exposure to changes in the exchange rate for the Euro, as the acquisition purchase price was paid in Euros. Such contracts were not designated as hedging instruments. The contingent participating forward foreign currency contracts were settled during the three months ended September 30, 2011 resulting in a loss of $16.1 million recorded in Other income (expense) - net in the Condensed Consolidated Statement of Income.

The Company’s MHPS segment uses forward foreign exchange contracts to mitigate its exposure to changes in foreign currency exchange rates on third party and intercompany forecasted transactions. These contracts have not been designated as hedging instruments. The foreign exchange contracts are accounted for as financial assets or financial liabilities and measured at fair value at the balance sheet date. Changes in the fair value of derivative financial instruments are recognized as gains or losses in Cost of goods sold in the Condensed Consolidated Statement of Income.

The following table provides the location and fair value amounts of derivative instruments designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011			December 31, 2010
Foreign exchange contracts	Other current assets	$	7.9		$	2.9
Interest rate contract	Other assets	46.1			39.3
Total asset derivatives		$	54.0		$	42.2
Liability Derivatives
Foreign exchange contracts	Other current liabilities	$	12.1		$	6.0
Interest rate contract	Long-term debt, less current portion	46.1			38.1
Total liability derivatives		$	58.2		$	44.1
Total Derivatives		$	(4.2	)	$	(1.9	)

The following table provides the location and fair value amounts of derivative instruments not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011		December 31, 2010
Option derivative contracts	Other current assets	$	—	$	0.3
Foreign exchange contracts	Other current assets	$	0.4	$	—

The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Income and Accumulated other comprehensive income (“OCI”) (in millions):

Gain Recognized on Derivatives in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Fair Value Derivatives	Location	2011			2010			2011			2010
Interest rate contract	Interest expense	$	4.8		$	4.7		$	14.6		$	14.4
(Loss) Gain Recognized on Derivatives in OCI:		Three Months Ended September 30,						Nine Months Ended September 30,
Cash Flow Derivatives		2011			2010			2011			2010
Foreign exchange    contracts		$	(6.1	)	$	0.7		$	(1.4	)	$	4.0
(Loss) Gain Reclassified from OCI    into Income (Effective):		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Cost of goods sold		$	(1.6	)	$	0.9		$	(5.0	)	$	(0.8	)
Other income (expense) - net		(0.3		)	(0.9		)	0.7			(3.2		)
Total		$	(1.9	)	$	—		$	(4.3	)	$	(4.0	)
Gain (Loss) Recognized on Derivatives    (Ineffective) in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Other income (expense) - net		$	(0.2	)	$	1.2		$	0.3		$	(1.8	)

The following table provides the effect of derivative instruments that are not designated as hedges in the Condensed Consolidated Statement of Income and OCI (in millions):

(Loss) Gain Recognized on Derivatives not    designated as hedges in Income:	Three Months Ended September 30,						Nine Months Ended September 30,
Account	2011			2010			2011			2010
Cost of good sold	$	(0.3	)	$	—		$	(0.3	)	$	—
Other (expense) income - net	(15.5		)	(20.8		)	(16.4		)	(16.3		)
Total	$	(15.8	)	$	(20.8	)	$	(16.7	)	$	(16.3	)

Counterparties to the Company’s interest rate swap agreement and currency exchange forward contracts are major financial institutions with credit ratings of investment grade or better and no collateral is required.  There are no significant risk concentrations.  Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.

Unrealized net gains (losses), net of tax, included in OCI are as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Balance at beginning of period	$	2.6		$	(0.6	)	$	(2.1	)	$	(3.6	)
Additional gains (losses) - net	(6.3		)	—			(0.6		)	0.7
Amounts reclassified to earnings	0.3			0.9			(0.7		)	3.2
Balance at end of period	$	(3.4	)	$	0.3		$	(3.4	)	$	0.3

The estimated amount of existing losses for derivative contracts recorded in OCI as of September 30, 2011 that are expected to be reclassified into earnings in the next twelve months is $3.4 million.

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DERIVATIVE FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of fair value of derivative instruments designated as hedging instruments that are reported in the Consolidated Balance Sheet

The following table provides the location and fair value amounts of derivative instruments designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011			December 31, 2010
Foreign exchange contracts	Other current assets	$	7.9		$	2.9
Interest rate contract	Other assets	46.1			39.3
Total asset derivatives		$	54.0		$	42.2
Liability Derivatives
Foreign exchange contracts	Other current liabilities	$	12.1		$	6.0
Interest rate contract	Long-term debt, less current portion	46.1			38.1
Total liability derivatives		$	58.2		$	44.1
Total Derivatives		$	(4.2	)	$	(1.9	)

Schedule of fair value of derivative instruments not designated as hedging instruments that are reported in the Consolidated Balance Sheet

The following table provides the location and fair value amounts of derivative instruments not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

Asset Derivatives	Balance Sheet Account	September 30, 2011		December 31, 2010
Option derivative contracts	Other current assets	$	—	$	0.3
Foreign exchange contracts	Other current assets	$	0.4	$	—

Schedule of derivative instruments that are designated as hedges in the Consolidated Statement of Income and Accumulated other comprehensive income (loss) ("OCI")

The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Income and Accumulated other comprehensive income (“OCI”) (in millions):

Gain Recognized on Derivatives in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Fair Value Derivatives	Location	2011			2010			2011			2010
Interest rate contract	Interest expense	$	4.8		$	4.7		$	14.6		$	14.4
(Loss) Gain Recognized on Derivatives in OCI:		Three Months Ended September 30,						Nine Months Ended September 30,
Cash Flow Derivatives		2011			2010			2011			2010
Foreign exchange    contracts		$	(6.1	)	$	0.7		$	(1.4	)	$	4.0
(Loss) Gain Reclassified from OCI    into Income (Effective):		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Cost of goods sold		$	(1.6	)	$	0.9		$	(5.0	)	$	(0.8	)
Other income (expense) - net		(0.3		)	(0.9		)	0.7			(3.2		)
Total		$	(1.9	)	$	—		$	(4.3	)	$	(4.0	)
Gain (Loss) Recognized on Derivatives    (Ineffective) in Income:		Three Months Ended September 30,						Nine Months Ended September 30,
Account		2011			2010			2011			2010
Other income (expense) - net		$	(0.2	)	$	1.2		$	0.3		$	(1.8	)

Schedule of derivative instruments that are not designated as hedges in the Consolidated Statement of Income and OCI

The following table provides the effect of derivative instruments that are not designated as hedges in the Condensed Consolidated Statement of Income and OCI (in millions):

(Loss) Gain Recognized on Derivatives not    designated as hedges in Income:	Three Months Ended September 30,						Nine Months Ended September 30,
Account	2011			2010			2011			2010
Cost of good sold	$	(0.3	)	$	—		$	(0.3	)	$	—
Other (expense) income - net	(15.5		)	(20.8		)	(16.4		)	(16.3		)
Total	$	(15.8	)	$	(20.8	)	$	(16.7	)	$	(16.3	)

Schedule of accumulated other comprehensive income (loss)

Unrealized net gains (losses), net of tax, included in OCI are as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Balance at beginning of period	$	2.6		$	(0.6	)	$	(2.1	)	$	(3.6	)
Additional gains (losses) - net	(6.3		)	—			(0.6		)	0.7
Amounts reclassified to earnings	0.3			0.9			(0.7		)	3.2
Balance at end of period	$	(3.4	)	$	0.3		$	(3.4	)	$	0.3

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ACQUISITIONS

9 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

NOTE H - ACQUISITIONS

2011 Acquisitions

Demag Cranes AG Acquisition

On August 16, 2011, the Company acquired approximately 81% of the shares of Demag Cranes AG at a price of €45.50 per share, for total cash consideration of approximately $1.1 billion, bringing the Company's ownership to 82%. Demag Cranes AG is active in the development, planning, production, distribution, and marketing of industrial cranes and hoists and port technology, as well as the provision of services in these areas. Demag Cranes AG’s business is highly complementary to the Company's existing business both in terms of product and geographical fit. The acquisition of Demag Cranes AG is consistent with the Company's strategy to expand its position as a globally active manufacturer of machinery and industrial products in niche market segments.

Net Assets Acquired

The Company has applied purchase accounting to Demag Cranes AG and the results of operations are included in the Company's consolidated financial statements following the acquisition date. The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree. The net assets and liabilities of Demag Cranes AG were recorded at their estimated fair value using Level 3 inputs. The noncontrolling interest was recorded at fair value using Level 1 inputs. See Note K - “Fair Value Measurements,” for an explanation of Level 1 and 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, actuarial assumptions for benefit plans, and appropriate discount and growth rates. The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the date of this filing to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation and complete the purchase price adjustments as soon as practicable but no later than one-year from the acquisition date.

The Company has not identified any material unrecorded pre-acquisition contingencies where the related asset, liability or impairment is probable and the amount can be reasonably estimated. Prior to the end of the purchase price allocation period, if information becomes available which would indicate it is probable that such events had occurred and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation and may cause adjustment to goodwill.

The acquisition date fair value of the Company's 1% ownership of Demag Cranes AG held before August 16, 2011 was $14.6 million. The Company recognized a net gain of $3.0 million as a result of remeasuring to fair value its 1% ownership of Demag Cranes AG held before the business combination. The net gain is included in Other income (expense) - net in the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2011. The valuation techniques used to measure the acquisition date fair value of the shares held immediately before the business combination was quoted market prices.

The fair value of the noncontrolling interest in Demag Cranes AG at the acquisition date was $251.2 million. The valuation techniques and significant inputs used to measure the fair value of the noncontrolling interest was quoted market prices.

The following table summarizes the preliminary estimated fair values of the Demag AG assets acquired and liabilities assumed and related deferred income taxes as of acquisition date (in millions).

Assets acquired
Current assets	$	853.0
Property, plant and equipment	333.1
Intangible assets not subject to amortization	125.0
Intangible assets subject to amortization	300.5
Other assets	50.5
Goodwill	865.4
Total assets acquired	2,527.5
Liabilities assumed
Current liabilities, excluding current portion of long-term debt	502.3
Long-term debt	169.5
Postemployment benefit obligation	182.6
Other noncurrent liabilities	283.0
Total liabilities assumed	1,137.4
Net assets acquired	$	1,390.1

Goodwill of $865.4 million, resulting from the acquisition of a majority interest in Demag Cranes AG was assigned to the newly created MHPS segment. Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce. As part of the final valuation of the acquisition, the Company will determine which entities and to what extent the benefit of the acquisition applies and, as required by U.S. GAAP, record the appropriate intangibles and goodwill to each entity. The purchased intangibles and goodwill are not deductible for tax purposes. However, purchase accounting allows for the establishment of deferred tax liabilities on purchased intangibles (other than goodwill) that will be reflected as a tax benefit on the Company's future Consolidated Statements of Income in proportion to and over the amortization period of the related intangible asset.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):

	Weighted Average Life (in years)	Gross Carrying Amount
Definite-lived intangible assets:
Technology	6	$	39.1
Customer relationships	16	248.6
In process research and development	5	12.8
Total definite-lived intangible assets		$	300.5

The following table summarizes the identifiable indefinite-lived intangible assets acquired (in millions):

	Gross Carrying Amount
Indefinite-lived intangible assets:
Trade names	$	125.0

Demag Cranes AG maintained change-in-control provisions with its employees that allowed for enhanced severance and benefit payments. Included in the assets acquired and liabilities assumed above are severance accruals of approximately $4.1 million. These severance payments are expected to be paid by December 31, 2011.

Acquisition-Related Expenses

The Company has incurred transaction costs directly related to the Demag Cranes AG acquisition of $14.2 million and $16.2 million for the three months ended and the nine months ended September 30, 2011, respectively, which is recorded in Other income (expense) - net.

Unaudited Actual and Pro Forma Information

The Company’s consolidated Net sales and Net (loss) income from August 16, 2011 through September 30, 2011 includes $256.0 million and $35.4 million, respectively, related to the Demag Cranes AG business.

The following unaudited pro forma information has been presented as if the Demag Cranes AG transaction occurred on January 1, 2010. This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2010, nor does it intend to be a projection of future results. No pro forma adjustments have been made for the Company's incremental transaction costs or other transaction-related costs.

	Three Months Ended						Nine Months Ended
(in millions, except per share data)	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	1,910.1		$	1,335.3		$	5,336.5		$	3,916.4
Net (loss) income attributable to Terex Corporation	$	(49.3	)	$	(112.1	)	$	(64.3	)	$	349.6
Basic earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22
Diluted earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22

The fiscal year-ends for the Company and Demag Cranes AG are different. Demag Cranes AG fiscal year end is September 30. The information presented is for the three and nine month periods for the respective company's fiscal years. The results of Demag Cranes AG for the three and nine month periods ended June 30, 2011 and 2010 were used in these computations.

Other 2011 Acquisitions

In May 2011, the Company completed a small acquisition in the MP segment that had an aggregate purchase price of less than $5 million. In October 2011, the Company completed a small acquisition in the AWP segment that had an aggregate purchase price of less than $25 million. These acquisitions did not have a material impact on the Company's financial results.

2010 Acquisitions

The Company completed small acquisitions and investments in consolidated and unconsolidated entities during 2010 in the AWP, Cranes and MP segments that, taken together, had an aggregate purchase price of less than $35 million. These acquisitions and investments did not have a material impact on the Company’s financial results either individually or in the aggregate.

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DERIVATIVE FINANCIAL INSTRUMENTS Details 3 (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Other Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	$ 0	$ 0.3
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative, Fair Value, Net	0.4	0
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	7.9	2.9
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	12.1	6.0
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Other Assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	46.1	39.3
Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Long term debt less current portion [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Gross Liability	46.1	38.1
Designated as Hedging Instrument [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Gross Asset	54.0	42.2
Derivative Liability, Fair Value, Gross Liability	58.2	44.1
Derivative, Fair Value, Net	$ (4.2)	$ (1.9)

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION

Basis of Presentation.  The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America to be included in full-year financial statements.  The accompanying Condensed Consolidated Balance Sheet as of December 31, 2010 has been derived from the audited Consolidated Balance Sheet as of that date.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

The Condensed Consolidated Financial Statements include the accounts of Terex Corporation, its majority-owned subsidiaries and other controlled subsidiaries (“Terex” or the “Company”).  The Company consolidates all majority-owned and controlled subsidiaries, applies the equity method of accounting for investments in which the Company is able to exercise significant influence, and applies the cost method for all other investments.  All material intercompany balances, transactions and profits have been eliminated.

In the opinion of management, all adjustments considered necessary for fair statement of these interim financial statements have been made.  Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature.  Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of results that may be expected for the year ending December 31, 2011.

Cash and cash equivalents at September 30, 2011 and December 31, 2010 include $16.1 million and $16.3 million, respectively, which was not immediately available for use.  These consist primarily of cash balances held in escrow to secure various obligations of the Company.

On August 16, 2011, the Company acquired a majority interest in the shares of Demag Cranes AG. The results of Demag Cranes AG comprise the Material Handling & Port Solutions (“MHPS”) segment since the date of acquisition. See Note H - “Acquisitions.”

Reclassification. Certain prior year amounts have been reclassified to conform to the current year’s presentation. Effective July 1, 2011, the Company's bridge inspection equipment, which was formerly included in the Construction segment, is now included in the Aerial Work Platforms (“AWP”) segment. 

Recent Accounting Pronouncements.  In October 2009, the Financial Accounting Standards Board (the“FASB”) issued Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverable Revenue Arrangements,” which amended Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.”  This guidance addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting, and how to allocate the consideration to each unit of accounting.  In an arrangement with multiple deliverables, the delivered item(s) shall be considered a separate unit of accounting if the delivered items have value to the customer on a stand-alone basis.  Items have value on a stand-alone basis if they are sold separately by any vendor or the customer could resell the delivered items on a stand-alone basis and if the arrangement includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in the control of the vendor.

Arrangement consideration shall be allocated at the inception of the arrangement to all deliverables based on their relative selling price, except under certain circumstances such as items recorded at fair value and items not contingent upon the delivery of additional items or meeting other specified performance conditions.  The selling price for each deliverable shall be determined using vendor specific objective evidence (“VSOE”) of selling price, if it exists, otherwise third-party evidence of selling price.  If neither VSOE nor third-party evidence exists for a deliverable, then the vendor shall use its best estimate of the selling price for that deliverable.  This guidance eliminates the use of the residual value method for determining allocation of arrangement consideration and it allows for the use of an entity's best estimate to determine the selling price if VSOE and third-party evidence cannot be determined.  It also requires additional disclosures such as the nature of the arrangement, certain provisions within the arrangement, significant factors used to determine selling prices and the timing of revenue recognition related to the arrangement.  This guidance is effective for fiscal years beginning on or after June 15, 2010, with early adoption permitted.  Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”).  This amendment requires new disclosures, including the reasons for and amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and separate presentation of purchases, sales, issuances and settlements in the reconciliation of activity for Level 3 fair value measurements.  It also clarified guidance related to determining the appropriate classes of assets and liabilities and the information to be provided for valuation techniques used to measure fair value.  This guidance with respect to Level 3 fair value measurements is effective for the Company in its interim and annual reporting periods beginning after December 15, 2010.  Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations,” (“ASU 2010-29”). The amendments in this update clarify the acquisition date that should be used for reporting the pro forma financial information disclosures in Topic 805 when comparative financial statements are presented. The amendments also improve the usefulness of the pro forma revenue and earnings disclosures by requiring a description of the nature and amount of material, nonrecurring pro forma adjustments that are directly attributable to the business combination(s). The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Adoption of this guidance did not have a significant impact on the determination or reporting of the Company’s financial results.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which amended ASC 820, “Fair Value Measurements and Disclosures.” This guidance addresses efforts to achieve convergence between U.S. GAAP and International Financial Reporting Standards (“IFRS”) requirements for measurement of and disclosures about fair value. The amendments are not expected to have a significant impact on companies applying U.S. GAAP. Key provisions of the amendment include: a prohibition on grouping financial instruments for purposes of determining fair value, except when an entity manages market and credit risks on the basis of the entity's net exposure to the group; an extension of the prohibition against the use of a blockage factor to all fair value measurements (that prohibition currently applies only to financial instruments with quoted prices in active markets); and a requirement that for recurring Level 3 fair value measurements, entities disclose quantitative information about unobservable inputs, a description of the valuation process used and qualitative details about the sensitivity of the measurements. In addition, for items not carried at fair value but for which fair value is disclosed, entities will be required to disclose the level within the fair value hierarchy that applies to the fair value measurement disclosed. This guidance is effective for the Company in its interim and annual reporting periods beginning after December 15, 2011. The Company is currently evaluating the impact that adoption of the guidance will have on the determination and reporting of its financial results.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. The adoption of ASU 2011-05 will not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In September 2011, the FASB issued ASU 2011-08, “Intangibles - Goodwill and Other (Topic 350),” (“ASU 2011-08”). ASU 2011-08 allows entities to first assess qualitatively whether it is necessary to perform the two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step goodwill impairment test is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test. The Company elected to early adopt this accounting guidance at the beginning of its fourth quarter of 2011 on a prospective basis for goodwill impairment tests. The Company anticipates that the adoption of this standard will not have a significant impact on the determination or reporting of its financial results.

Accounts Receivable and Allowance for Doubtful Accounts.  Trade accounts receivable are recorded at the invoiced amount and do not bear interest.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.  The Company determines the allowance based on historical customer review and current financial conditions.  The Company reviews its allowance for doubtful accounts at least quarterly.  Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.  All other balances are reviewed on a pooled basis by type of receivable.  Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered.  There can be no assurance that the Company’s historical accounts receivable collection experience will be indicative of future results.  The Company has off-balance sheet credit exposure related to guarantees provided to financial institutions as disclosed in Note O - “Litigation and Contingencies.”  Substantially all receivables were trade receivables at September 30, 2011 and December 31, 2010.

Impairment of Long-Lived Assets. The Company’s policy is to assess the realizability of its long-lived assets, including intangible assets, and to evaluate such assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets (or group of assets) may not be recoverable.  Impairment is determined to exist if the estimated future undiscounted cash flows are less than the carrying value.  Future cash flow projections include assumptions for future sales levels and the level of working capital needed to support each business.  The Company uses data developed by business segment management as well as macroeconomic data in making these calculations.  The amount of any impairment then recognized would be calculated as the difference between estimated fair value and the carrying value of the asset.  The Company recognized $1.7 million and $9.6 million of asset impairments for the three and nine months ended September 30, 2010, respectively of which $1.7 million and $8.0 million, respectively was recognized as part of restructuring costs.  The Company recognized asset impairments of $2.1 million and $11.1 million for the three and nine months ended September 30, 2011, respectively of which $2.1 million and $2.2 million, respectively were recognized as part of restructuring costs.  See Note L – “Restructuring and Other Charges.”

Accrued Warranties.  The Company records accruals for potential warranty claims based on its claim experience.  The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period.  Each business provides a warranty specific to the products it offers.  The specific warranty offered by a business is a function of customer expectations and competitive forces.  Warranty length is generally a fixed period of time, a fixed number of operating hours, or both.

A liability for estimated warranty claims is accrued at the time of sale.  The non-current portion of the warranty accrual is included in Retirement plans and other in the Company’s Condensed Consolidated Balance Sheet.  The liability is established using historical warranty claim experience for each product sold.  Historical claim experience may be adjusted for known design improvements or for the impact of unusual product quality issues.  Warranty reserves are reviewed quarterly to ensure critical assumptions are updated for known events that may affect the potential warranty liability.

The following table summarizes the changes in the consolidated product warranty liability (in millions):

	Nine Months Ended
	September 30, 2011
Balance at beginning of period	$	103.0
Accruals for warranties issued during the period	56.7
Changes in estimates	3.0
Settlements during the period	(57.5		)
Acquisition	24.7
Foreign exchange effect/other	(1.3		)
Balance at end of period	$	128.6

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DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2011

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

On February 19, 2010, the Company completed the disposition of its Mining business to Bucyrus International, Inc. (“Bucyrus”)

and received approximately $1 billion in cash and approximately 5.8 million shares of Bucyrus common stock.  Following this transaction, the Company has invested in its current businesses and focused on products and services where it can maintain and build a strong market presence.  The products divested by the Company in the transaction included hydraulic mining excavators, high capacity surface mining trucks, track and rotary blasthole drills, drill tools and highwall mining equipment, as well as the related parts and aftermarket service businesses, including the Company-owned distribution locations.  The Company recorded a cumulative gain on the sale of its Mining business of approximately $606 million, net of tax through September 30, 2011.  The Company is involved in a dispute with Bucyrus regarding the calculation of the value of the net assets of the Mining business.  Bucyrus has provided the Company with their calculation of the net asset value of the Mining business, which seeks a payment of approximately $149 million from the Company to Bucyrus.  The Company believes that the Bucyrus calculation of the net asset value is incorrect and not in accordance with the terms of the sale and purchase agreement.  The Company has objected to Bucyrus’ calculation and has provided Bucyrus with its calculation of the net asset value, which does not require any payment from the Company to Bucyrus.  The Company initiated a court proceeding on October 29, 2010 in the Supreme Court of the State of New York, County of New York, to enforce and protect its rights under the sale and purchase agreement.  The process for calculating the value of the net assets of the Mining business is pending the final adjudication of this court proceeding.

The Company believes its calculation of the net asset value, not requiring any payment from the Company to Bucyrus, is correct and does not currently believe it will be required to make a future payment to Bucyrus. Therefore, the Company has not included the effects of the Bucyrus claim in the determination of the gain recognized in connection with the sale. While the Company believes Bucyrus' position is without merit and it is vigorously opposing it, no assurance can be given as to the final resolution of this dispute or that the Company will not ultimately be required to make a substantial payment to Bucyrus.

During the three months endedSeptember 30, 2011, the Company sold approximately 2.6 million shares of Bucyrus common stock for net proceeds of $238.7 million, resulting in a gain of $76.2 million, which was recorded in Other income (expense) in the Condensed Consolidated Statement of Income. During the nine months endedSeptember 30, 2011, the Company sold approximately 5.8 million shares of Bucyrus common stock for net proceeds of $531.8 million, resulting in a gain of $167.8 million, which was recorded in Other income (expense) in the Condensed Consolidated Statement of Income. As of September 30, 2011, the Company had no shares of Bucyrus stock remaining.

In March 2010, the Company sold the assets of its Powertrain gears business and pumps business, which were formerly part of the Construction segment.  Total proceeds on the sale of these businesses were approximately $2 million.

On March 10, 2010, the Company entered into an agreement to sell all of its Atlas heavy construction equipment and knuckle-boom crane business (collectively “Atlas”) to Atlas Maschinen GmbH (“Atlas Maschinen”).  Fil Filipov, a former Terex executive and the father of Steve Filipov, the Company’s President, Developing Markets and Strategic Accounts, is the Chairman of Atlas Maschinen.  The Atlas product lines divested in the transaction included crawler, wheel and rail excavators, knuckle-boom truck loader cranes and Terex ^® Atlas branded material handlers.  The transaction also includes the Terex Atlas UK distribution business for truck loader cranes in the United Kingdom and the Terex minority ownership position in an Atlas Chinese joint venture.  The Atlas business was previously reported in the Construction segment, with the exception of the knuckle-boom truck loader cranes business, which was reported in the Cranes segment.  On April 15, 2010, the Company completed the portion of this transaction related to the Atlas operations in Germany and completed the portion of the transaction related to the operations in the United Kingdom on August 11, 2010.  The Company recorded a cumulative loss on the sale of Atlas of approximately $17 million, net of tax, through September 30, 2011.

The following amounts related to the discontinued operations were derived from historical financial information and have been segregated from continuing operations and reported as discontinued operations in the Condensed Consolidated Statement of Income (in millions):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011			2010
Net sales	$	—	$	—		$	—		$	157.7
Loss from discontinued operations before income taxes	$	—	$	(0.2	)	$	(0.1	)	$	(9.6	)
(Provision for) benefit from income taxes	—		(3.2		)	5.9			2.5
(Loss) income from discontinued operations – net of tax	$	—	$	(3.4	)	$	5.8		$	(7.1	)
(Loss) gain on disposition of discontinued operations	$	—	$	2.1		$	(2.8	)	$	839.7
Benefit from (provision for) income taxes	—		(3.6		)	2.3			(245.8		)
(Loss) gain on disposition of discontinued operations – net of tax	$	—	$	(1.5	)	$	(0.5	)	$	593.9

During the nine months ended September 30, 2011, a tax benefit of $5.9 million was recognized in discontinued operations for the effective settlement and re-measurement of certain Australian uncertain tax positions of the Mining business in relation to 2008 and prior years. During the nine months ended September 30, 2011, the Company recorded a $0.5 million loss on the sale of its Mining business. No assets and liabilities were remaining in discontinued operations entities in the Condensed Consolidated Balance Sheet as of September 30, 2011 and December 31, 2010.

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Aug. 16, 2011 DemagAG [Member]
Disclosure Income Taxes
(Provision for) benefit from income taxes	$ 0	$ 3.2	$ (5.9)	$ (2.5)
Recognized income tax expense	34.2	38.6	56.5	(21.9)
Income (loss) from continuing operations before income taxes	67.3	(51.2)	94.0	(200.7)
Effective Income Tax Rate, Continuing Operations	50.80%	(75.40%)	60.10%	10.90%
Portion of Tax Benefit Recorded Positions More Likely than Not to be Sustained			50.00%
Deferred Tax Liabilities, Other					$ 44.0

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GOODWILL (Tables)

9 Months Ended

Sep. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in goodwill by business segment

An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):

	Aerial Work Platforms			Construction			Cranes			Materials Handling & Port Solutions			Materials Processing			Total
Balance at December 31, 2010, gross	$	149.6		$	438.8		$	212.4		$	—		$	196.9		$	997.7
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at December 31, 2010, net	106.8			—			212.4			—			173.7			492.9
Acquisitions	—			—			—			865.4			1.9			867.3
Foreign exchange effect and other	(0.1		)	—			(1.3		)	(55.9		)	(0.2		)	(57.5		)
Balance at September 30, 2011, gross	149.5			438.8			211.1			809.5			198.6			1,807.5
Accumulated impairment	(42.8		)	(438.8		)	—			—			(23.2		)	(504.8		)
Balance at September 30, 2011, net	$	106.7		$	—		$	211.1		$	809.5		$	175.4		$	1,302.7

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STOCKHOLDERS' EQUITY (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Stockholders Equity [Line Items]
Net income	$ 33.1	$ (94.7)	$ 42.8	$ 408.0
Other comprehensive income (loss):
Pension liability adjustment	1.1	(0.5)	1.8	18.2
Translation adjustment	(170.1)	188.9	(47.9)	(42.6)
Equity security adjustment	(52.8)	82.2	(101.0)	25.3
Derivative hedging adjustment	(6.1)	0.9	(1.3)	3.9
Comprehensive income (loss)	(194.8)	176.8	(105.6)	412.8
Comprehensive loss (income) attributable to noncontrolling interest	2.1	(1.1)	3.6	(4.2)
Comprehensive income (loss) attributable to Terex Corporation	(192.7)	175.7	(102.0)	408.6
Share-based compensation
Stock Issued During Period, Shares Employee Stock Trust			40,000
Restricted stock awards Member
Share-based compensation
Granted (in shares)			1,000,000
Granted (in dollars per shares)			$ 36.88
Percentage of awards that vest over a three year period (as a percent)	51.00%		51.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period [in years]			three-year
Percentage of awards that vest at end of three year period (as a percent)	46.00%		46.00%
Percentage of awards subject to performance conditions (as a percent)	14.00%		14.00%
Dividend yields (as a percent)			0.00%
Expected volatility (as a percent)			80.29%
Risk-free interest rate (as a percent)			1.04%
Expected life (in years)			2.78
Market Condition Award [Member]
Share-based compensation
Granted (in dollars per shares)			$ 41.96
Terex Corporation
Stockholders Equity [Line Items]
Net income	$ 36.9	$ (95.8)	$ 48.1	$ 403.8

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CONSOLIDATING FINANCIAL STATEMENTS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Debt Instrument
Principal repayments of long-term debt	$ 297.6	$ 2.0
7-3/8% Senior Subordinated Notes due January 15, 2014 [Member]
Debt Instrument
Interest rate of debt securities (as a percent)	7.375%
Principal repayments of long-term debt	$ 297.6
4% Convertible Senior Subordinated Notes due June 1, 2015 [Member]
Debt Instrument
Interest rate of debt securities (as a percent)	4.00%
8% Senior Subordinated Notes due November 15, 2017 [Member]
Debt Instrument
Interest rate of debt securities (as a percent)	8.00%
10-7/8% Senior Notes due June 1, 2016 [Member]
Debt Instrument
Interest rate of debt securities (as a percent)	10.875%

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DERIVATIVE FINANCIAL INSTRUMENTS Details 2 (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Other Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Income (Expense) Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	$ (15.5)	$ (20.8)	$ (16.4)	$ (16.3)
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	(0.3)	0	(0.3)	0
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Other Income (Expense) Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Loss Recognized in Income	16.1
Not Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	(15.8)	(20.8)	(16.7)	(16.3)
Other Comprehensive Income (Loss) [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	(6.1)	0.7	(1.4)	4.0
Fair Value Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | Interest Expense [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	4.8	4.7	14.6	14.4
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(1.9)	0	(4.3)	(4.0)
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Cost of Sales [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(1.6)	0.9	(5.0)	(0.8)
Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Other Income (Expense) Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net	(0.3)	(0.9)	0.7	(3.2)
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net	$ (0.2)	$ 1.2	$ 0.3	$ (1.8)

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

(in millions, except per share data)	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011			2010
Net income (loss) from continuing operations attributable to Terex Corporation common stockholders	$	36.9	$	(90.9	)	$	42.8		$	(183.0	)
Income (loss) from discontinued operations-net of tax	—		(3.4		)	5.8			(7.1		)
Gain on disposition of discontinued operations-net of tax	—		(1.5		)	(0.5		)	593.9
Net income (loss) attributable to Terex Corporation	$	36.9	$	(95.8	)	$	48.1		$	403.8
Basic shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Earnings per share - basic:
Income (loss) from continuing operations	$	0.34	$	(0.84	)	$	0.39		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain (loss) on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.34	$	(0.88	)	$	0.44		$	3.72
Diluted shares:
Weighted average shares outstanding	109.6		108.8			109.5			108.6
Effect of dilutive securities:
Stock options, restricted stock awards and convertible notes	0.7		—			1.3			—
Diluted weighted average shares outstanding	110.3		108.8			110.8			108.6
Earnings per share - diluted:
Income (loss) from continuing operations	$	0.33	$	(0.84	)	$	0.38		$	(1.68	)
Income (loss) from discontinued operations-net of tax	—		(0.03		)	0.05			(0.07		)
Gain on disposition of discontinued operations-net of tax	—		(0.01		)	—			5.47
Net income (loss) attributable to Terex Corporation	$	0.33	$	(0.88	)	$	0.43		$	3.72

The following table provides information to reconcile amounts reported on the Condensed Consolidated Statement of Income to amounts used to calculate earnings per share attributable to Terex Corporation common stockholders (in millions):

Noncontrolling Interest Attributable to Common Stockholders
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011		2010			2011		2010
Income (loss) from continuing operations	$	33.1	$	(89.8	)	$	37.5	$	(178.8	)
Noncontrolling interest attributed to (income) loss from continuing operations	3.8		(1.1		)	5.3		(4.2		)
Income (loss) from continuing operations attributable to common stockholders	$	36.9	$	(90.9	)	$	42.8	$	(183.0	)

Weighted average options to purchase 0.2 million shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), were outstanding during the three and nine months ended September 30, 2011, and weighted average options to purchase 0.5 million and 0.6 million shares of Common Stock were outstanding during the three and nine months ended September 30, 2010, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive.  Weighted average restricted stock awards of 0.2 million shares were outstanding during the three and nine months ended September 30, 2011 and weighted average restricted stock awards of 1.3 million and 1.4 million were outstanding during the three and nine months ended September 30, 2010, respectively, but were not included in the computation of diluted shares because the effect would be anti-dilutive or performance targets were not yet achieved for awards contingent upon performance.  ASC 260, “Earnings per Share,” requires that employee stock options and non-vested restricted shares granted by the Company be treated as potential common shares outstanding in computing diluted earnings per share. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future services that the Company has not yet recognized and the amount of tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.  The Company includes the impact of pro forma deferred tax assets in determining the amount of tax benefits for potential windfalls and shortfalls (the differences between tax deductions and book expense) in this calculation.

The 4% Convertible Senior Subordinated Notes due 2015 (the “4% Convertible Notes”) described in Note M – “Long-Term Obligations” are dilutive to the extent the volume-weighted average price of the Common Stock for the period evaluated was greater than $16.25 per share and earnings from continuing operations were positive. The volume-weighted average price of the Common Stock was not greater than $16.25 per share for the three and nine months ended September 30, 2011 and therefore no shares were contingently issuable during such periods. The number of shares that were contingently issuable for the 4% Convertible Notes during the three and nine months ended September 30, 2010 was 2.4 million, but were not included in the computation of diluted shares because the effect would have been anti-dilutive.

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DISCONTINUED OPERATIONS Details 1 (Details) (Common Stock [Member], Bucyrus [Member], USD $) In Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011
Common Stock [Member] | Bucyrus [Member]
Investment Holdings [Line Items]
Shares Sold of Available-for-sale Securities, Equity	2.6	5.8
Investment Owned, Balance, Shares	0	0
Proceeds from Sale of Available-for-sale Securities, Equity	$ 238.7	$ 531.8
Available-for-sale Securities, Gross Realized Gain (Loss), Excluding Other than Temporary Impairments	$ 76.2	$ 167.8

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INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2011

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consist of the following (in millions):

	September 30, 2011		December 31, 2010
Finished equipment	$	491.5	$	494.6
Replacement parts	223.6		228.9
Work-in-process	592.6		298.5
Raw materials and supplies	585.8		426.7
Inventories	$	1,893.5	$	1,448.7

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CONSOLIDATING FINANCIAL STATEMENTS (Details 3) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash and cash equivalents	$ 684.9	$ 894.2
Investments in marketable securities	2.7	521.4
Trade receivables - net	1,202.3	782.5
Intercompany receivables	0	0
Inventories	1,893.5	1,448.7
Other current assets	388.4	322.1
Total current assets	4,171.8	3,968.9
Property, plant and equipment - net	879.3	573.5
Goodwill	1,302.7	492.9
Non-current intercompany receivables	0	0
Investment in and advances to (from) subsidiaries	60.2	28.7
Other assets	912.7	452.4
Total assets	7,326.7	5,516.4
Current liabilities
Notes payable and current portion of long-term debt	74.6	346.8
Trade accounts payable	804.6	570.0
Intercompany payables	0	0
Accruals and other current liabilities	1,144.2	757.4
Total current liabilities	2,023.4	1,674.2
Long-term debt, less current portion	2,242.0	1,339.5
Non-current intercompany payables	0	0
Retirement plans and other	792.5	391.3
Total stockholders' equity	2,268.8	2,111.4
Total liabilities and stockholders' equity	7,326.7	5,516.4
Terex Corporation
Current assets
Cash and cash equivalents	157.6	164.2
Investments in marketable securities	1.8	520.9
Trade receivables - net	33.8	22.9
Intercompany receivables	9.2	9.5
Inventories	76.4	66.0
Other current assets	138.3	154.7
Total current assets	417.1	938.2
Property, plant and equipment - net	59.5	54.6
Goodwill	0	0
Non-current intercompany receivables	1,254.0	709.3
Investment in and advances to (from) subsidiaries	2,775.1	2,761.7
Other assets	84.5	69.6
Total assets	4,590.2	4,533.4
Current liabilities
Notes payable and current portion of long-term debt	0	297.2
Trade accounts payable	19.8	24.9
Intercompany payables	(59.5)	43.1
Accruals and other current liabilities	161.1	127.6
Total current liabilities	121.4	492.8
Long-term debt, less current portion	1,276.5	879.6
Non-current intercompany payables	1,006.5	943.7
Retirement plans and other	194.1	134.1
Total stockholders' equity	1,991.7	2,083.2
Total liabilities and stockholders' equity	4,590.2	4,533.4
Wholly-owned Guarantors
Current assets
Cash and cash equivalents	2.2	2.0
Investments in marketable securities	0	0.5
Trade receivables - net	290.8	208.7
Intercompany receivables	126.5	93.1
Inventories	388.4	342.7
Other current assets	48.6	37.1
Total current assets	856.5	684.1
Property, plant and equipment - net	109.7	112.5
Goodwill	149.7	154.1
Non-current intercompany receivables	47.9	48.6
Investment in and advances to (from) subsidiaries	(773.3)	(504.3)
Other assets	202.9	187.3
Total assets	593.4	682.3
Current liabilities
Notes payable and current portion of long-term debt	0	0.2
Trade accounts payable	174.8	130.3
Intercompany payables	38.6	26.5
Accruals and other current liabilities	111.9	87.2
Total current liabilities	325.3	244.2
Long-term debt, less current portion	0	119.3
Non-current intercompany payables	(966.7)	(928.6)
Retirement plans and other	35.9	52.1
Total stockholders' equity	1,198.9	1,195.3
Total liabilities and stockholders' equity	593.4	682.3
Non-guarantor Subsidiaries
Current assets
Cash and cash equivalents	525.1	728.0
Investments in marketable securities	0.9	0
Trade receivables - net	877.7	550.9
Intercompany receivables	69.0	44.1
Inventories	1,428.7	1,040.0
Other current assets	201.5	130.3
Total current assets	3,102.9	2,493.3
Property, plant and equipment - net	710.1	406.4
Goodwill	1,153.0	338.8
Non-current intercompany receivables	40.5	39.1
Investment in and advances to (from) subsidiaries	4,295.5	2,721.5
Other assets	625.3	195.5
Total assets	9,927.3	6,194.6
Current liabilities
Notes payable and current portion of long-term debt	74.6	49.4
Trade accounts payable	610.0	414.8
Intercompany payables	225.6	77.1
Accruals and other current liabilities	871.2	542.6
Total current liabilities	1,781.4	1,083.9
Long-term debt, less current portion	965.5	340.6
Non-current intercompany payables	1,302.6	781.9
Retirement plans and other	562.5	205.1
Total stockholders' equity	5,315.3	3,783.1
Total liabilities and stockholders' equity	9,927.3	6,194.6
Intercompany Eliminations
Current assets
Cash and cash equivalents	0	0
Investments in marketable securities	0	0
Trade receivables - net	0	0
Intercompany receivables	(204.7)	(146.7)
Inventories	0	0
Other current assets	0	0
Total current assets	(204.7)	(146.7)
Property, plant and equipment - net	0	0
Goodwill	0	0
Non-current intercompany receivables	(1,342.4)	(797.0)
Investment in and advances to (from) subsidiaries	(6,237.1)	(4,950.2)
Other assets	0	0
Total assets	(7,784.2)	(5,893.9)
Current liabilities
Notes payable and current portion of long-term debt	0	0
Trade accounts payable	0	0
Intercompany payables	(204.7)	(146.7)
Accruals and other current liabilities	0	0
Total current liabilities	(204.7)	(146.7)
Long-term debt, less current portion	0	0
Non-current intercompany payables	(1,342.4)	(797.0)
Retirement plans and other	0	0
Total stockholders' equity	(6,237.1)	(4,950.2)
Total liabilities and stockholders' equity	$ (7,784.2)	$ (5,893.9)

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RESTRUCTURING AND OTHER CHARGES (Tables)

9 Months Ended

Sep. 30, 2011

Restructuring and Related Activities [Abstract]

Information for all restructuring activities by segment

The following table provides information for all restructuring activities by segment of the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Amount incurred during the nine months ended September 30, 2011		Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred
AWP	$	—	$	23.6
Construction	1.2		38.7
Cranes	16.3		33.0
MP	2.5		13.6
MHPS	4.0		4.0
Corporate and Other	0.1		6.2
Total	$	24.1	$	119.1

Information by type of restructuring activity

The following table provides information by type of restructuring activity with respect to the amount of expense incurred during the nine months ended September 30, 2011, the cumulative amount of expenses incurred since inception and the total amount expected to be incurred  (in millions):

	Employee Termination Costs		Facility Exit Costs		Asset Disposal and Other Costs		Total
Amount incurred in the nine months ended September 30, 2011	$	21.5	$	—	$	2.6	$	24.1
Cumulative amount incurred through September 30, 2011 and total amount expected to be incurred	$	94.4	$	10.5	$	14.2	$	119.1

Roll forward of the restructuring reserve by type of restructuring activity

The following table provides a roll forward of the restructuring reserve by type of restructuring activity for the nine months ended September 30, 2011 (in millions):

	Employee Termination Costs			Facility Exit Costs		Asset Disposal and Other Costs			Total
Restructuring reserve at December 31, 2010	$	9.8		$	1.6	$	1.1		$	12.5
Restructuring charges	21.2			—		0.1			21.3
Cash expenditures	(4.8		)	—		(1.6		)	(6.4		)
Restructuring reserve at September 30, 2011	$	26.2		$	1.6	$	(0.4	)	$	27.4

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DISCONTINUED OPERATIONS (Details) (USD $) In Millions	3 Months Ended		9 Months Ended		1 Months Ended	9 Months Ended	16 Months Ended	1 Months Ended	15 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Feb. 28, 2010 Mining Business	Sep. 30, 2011 Mining Business	Jun. 30, 2011 Mining Business	Mar. 31, 2010 Powertrain gears and pumps business	Jun. 30, 2011 Atlas
Discontinued Operations
Amount of consideration received in cash on divestiture			$ 0.5	$ 1,002.0	$ 1,000.0			$ 2.0
Shares of Bucyrus common stock received (in shares)					5.8
Loss contingency, damages sought, value						149
(Loss) gain on disposition of discontinued operations - net of tax	0	(1.5)	(0.5)	593.9		(0.5)	606.0		17.0
Disposal Date						February 19, 2010
Discontinued operations in the Consolidated Statement of Income
Net sales	0	0	0	157.7
Loss from discontinued operations before income taxes	0	(0.2)	(0.1)	(9.6)
(Provision for) benefit from income taxes	0	(3.2)	5.9	2.5
(Loss) income from discontinued operations – net of tax	0	(3.4)	5.8	(7.1)
(Loss) gain on disposition of discontinued operations	0	2.1	(2.8)	839.7
Benefit from (provision for) income taxes	0	(3.6)	2.3	(245.8)
(Loss) gain on disposition of discontinued operations - net of tax	$ 0	$ (1.5)	$ (0.5)	$ 593.9		$ (0.5)	$ 606.0		$ 17.0

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ACQUISITIONS ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2011

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

The following table summarizes the preliminary estimated fair values of the Demag AG assets acquired and liabilities assumed and related deferred income taxes as of acquisition date (in millions).

Assets acquired
Current assets	$	853.0
Property, plant and equipment	333.1
Intangible assets not subject to amortization	125.0
Intangible assets subject to amortization	300.5
Other assets	50.5
Goodwill	865.4
Total assets acquired	2,527.5
Liabilities assumed
Current liabilities, excluding current portion of long-term debt	502.3
Long-term debt	169.5
Postemployment benefit obligation	182.6
Other noncurrent liabilities	283.0
Total liabilities assumed	1,137.4
Net assets acquired	$	1,390.1

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma information has been presented as if the Demag Cranes AG transaction occurred on January 1, 2010. This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2010, nor does it intend to be a projection of future results. No pro forma adjustments have been made for the Company's incremental transaction costs or other transaction-related costs.

	Three Months Ended						Nine Months Ended
(in millions, except per share data)	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	1,910.1		$	1,335.3		$	5,336.5		$	3,916.4
Net (loss) income attributable to Terex Corporation	$	(49.3	)	$	(112.1	)	$	(64.3	)	$	349.6
Basic earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22
Diluted earnings (loss) per share attributable to Terex Corporation common stockholders	$	(0.45	)	$	(1.03	)	$	(0.59	)	$	3.22

The fiscal year-ends for the Company and Demag Cranes AG are different. Demag Cranes AG fiscal year end is September 30. The information presented is for the three and nine month periods for the respective company's fiscal years. The results of Demag Cranes AG for the three and nine month periods ended June 30, 2011 and 2010 were used in these computations.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):

	Weighted Average Life (in years)	Gross Carrying Amount
Definite-lived intangible assets:
Technology	6	$	39.1
Customer relationships	16	248.6
In process research and development	5	12.8
Total definite-lived intangible assets		$	300.5

Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]

The following table summarizes the identifiable indefinite-lived intangible assets acquired (in millions):

	Gross Carrying Amount
Indefinite-lived intangible assets:
Trade names	$	125.0

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LONG-TERM OBLIGATIONS

9 Months Ended

Sep. 30, 2011

Debt Disclosure [Abstract]

LONG-TERM OBLIGATIONS

LONG-TERM OBLIGATIONS

2011 Credit Agreement

The Company entered into an amended and restated credit agreement (the “2011 Credit Agreement”) on August 5, 2011, with the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. The 2011 Credit Agreement replaced the Company's credit agreement dated as of July 14, 2006 (“2006 Credit Agreement”), as amended. The 2006 Credit Agreement was terminated as of August 11, 2011.

The 2011 Credit Agreement provided the Company with a $460.1 million term loan and a €200.0 million term loan. The proceeds of the term loans were used, along with other cash, to pay for the shares of Demag Cranes AG and related fees and expenses. The term loans are scheduled to mature on April 28, 2017, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time.

In addition, the 2011 Credit Agreement provides the Company with a revolving line of credit of up to $500 million. The revolving line of credit consists of $250 million of available domestic revolving loans and $250 million of available multicurrency revolving loans. The revolving lines of credit are scheduled to mature on April 29, 2016, subject to earlier maturity on March 1, 2016 if the Company's existing senior notes have not been satisfied in full prior to that time.

The 2011 Credit Agreement has incremental commitments of up to $250 million remaining, which may be extended at the option of the lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, provided that no more than $100 million of the incremental amount may be used for incremental term loan commitments.

The 2011 Credit Agreement requires the Company to comply with a number of covenants. These covenants require the Company to meet certain financial tests.

•The minimum required levels of the interest coverage ratio, as defined in the 2011 Credit Agreement, are set forth below:

Period	Ratio
August 11, 2011 through and including September 30, 2011	1.40	to	1.00
October 1, 2011 through and including December 31, 2011	1.60	to	1.00
January 1, 2012 through and including March 31, 2012	2.00	to	1.00
Thereafter	2.50	to	1.00

•The maximum permitted levels of the senior secured leverage ratio, as defined in the 2011 Credit Agreement, are set forth below:

Period	Ratio
August 11, 2011 through and including September 30, 2011	4.00	to	1.00
October 1, 2011 through and including December 31, 2011	3.50	to	1.00
January 1, 2012 through and including March 31, 2012	3.00	to	1.00
April 1, 2012 through and including June 30, 2012	2.50	to	1.00
Thereafter	2.25	to	1.00

The covenants also limit, in certain circumstances, the Company's ability to take a variety of actions, including: incur indebtedness; create or maintain liens on its property or assets; make investments, loans and advances; engage in acquisitions, mergers, consolidations and asset sales; and pay dividends and distributions. The 2011 Credit Agreement also contains customary events of default. The Company's future compliance with its financial covenants under the 2011 Credit Agreement will depend on its ability to generate earnings and manage its assets effectively. The 2011 Credit Agreement also has various non-financial covenants, both requiring the Company to refrain from taking certain future actions (as described above) and requiring the Company to take certain actions, such as keeping in good standing its corporate existence, maintaining insurance, and providing its bank lending group with financial information on a timely basis.

As of September 30 2011, the Company had $720.7 million in U.S. dollar and Euro denominated term loans outstanding under the 2011 Credit Agreement. The Company had no term loans outstanding as of December 31, 2010. The Company had no revolving credit amounts outstanding as of September 30, 2011 or December 31, 2010.

The 2011 Credit Agreement incorporates facilities for issuance of letters of credit up to $250 million.  Letters of credit issued under the 2011 Credit Agreement letter of credit facility decrease availability under the $500 million revolving line of credit.  As of September 30, 2011, the Company had letters of credit issued under the 2011 Credit Agreement that totaled $52.1 million.  The 2011 Credit Agreement also permits the Company to have additional letter of credit facilities up to $100 million, and letters of credit issued under such additional facilities do not decrease availability under the revolving line of credit.  As of September 30, 2011, the Company had letters of credit issued under the additional letter of credit facilities of the 2011 Credit Agreement that totaled $2.4 million.  As of December 31, 2010, the Company had letters of credit issued under the 2006 Credit Agreement that totaled $46.6 million. As of December 31, 2010, the Company had letters of credit issued under the additional letter of credit facilities of the 2006 Credit Agreement that totaled $9.2 million.

The Company also has bilateral arrangements to issue letters of credit with various other financial institutions.  These additional letters of credit do not reduce the Company's availability under the 2011 Credit Agreement.  The Company had letters of credit issued under these additional arrangements of $108.7 million and $132.9 million as of September 30, 2011 and December 31, 2010, respectively.

The Company currently is subject to certain restrictions under the 2011 Credit Agreement with respect to its uses of cash, including (i) limitations in making acquisitions, (ii) repurchasing shares of its Common Stock, (iii) paying dividends, (iv) redeeming debt except with the proceeds of equity offerings and other than regularly scheduled payments of debt including debt under the 2011 Credit Agreement and, (v) incurring additional debt.

The Company and certain of its subsidiaries agreed to take certain actions to secure borrowings under the 2011 Credit Agreement.  As a result, the Company and certain of its subsidiaries entered into a Guarantee and Collateral Agreement with Credit Suisse, as collateral agent for the lenders, granting security to the lenders for amounts borrowed under the 2011 Credit Agreement.  The Company is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries, and (b) provide a first priority security interest in, and mortgages on, substantially all of the Company’s domestic assets.

Demag Cranes AG Credit Agreement

Demag Cranes AG has a bank credit agreement (“the Demag Cranes AG Credit Agreement”) which matures on November 18, 2015 to provide liquidity for Demag Cranes AG's operations. The Demag Cranes AG Credit Agreement provides multicurrency revolving lines of credit of €200.0 million, which can be used for loans or letters of credit to a sub-limit of €40.0 million. Demag Cranes AG and its material subsidiaries are jointly and severally liable under this facility. Demag Cranes AG is required to comply with two financial covenants: (i) maintain consolidated net debt to consolidated operating earnings before interest, income taxes, depreciation and amortization (“EBITDA”) as defined in the agreement, less than 2.75 times and (ii) maintain consolidated operating EBITDA to consolidated net interest payable greater than 4.0 times. In addition to customary covenants and a restriction on payment of dividends, the Demag Cranes AG Credit Agreement contains certain restrictions on transactions with the Company and its subsidiaries. In particular, Demag Cranes AG is to refrain from giving guarantees, indemnities or collateral in favor of the Company and its subsidiaries, granting loans to and entering into cash-pooling arrangements with the Company and its subsidiaries, and from taking shareholdings in or entering into reorganization transactions involving the Company and its subsidiaries. Also restricted are purchases and sales of any assets from or to the Company and its subsidiaries except at arm's length in the ordinary course of business. No joint ventures may be entered into with the Company and its subsidiaries. Other contracts and transaction in general with the Company and its subsidiaries are only permitted at arm's length in the ordinary course of business. Completion of a domination and profit and loss transfer agreement is an event of termination under the Demag Cranes AG credit agreement. As of September 30, 2011, there was $167.3 million outstanding in loans under this facility at an interest rate of 3.29%. Letters of credit issued under this facility at September 30, 2011 were $29.2 million. Undrawn availability under the Demag Cranes credit agreement was $71.2 million at September 30, 2011.

The Demag Cranes AG Credit Agreement also has a €150.0 million multicurrency letter of guarantee facility that does not reduce availability under the revolving lines of credit. The amounts drawn on these lines as of September 30, 2011 were $36.1 million. Demag Cranes AG and its subsidiaries have bilateral arrangements to issue letters of guarantee with various other financial institutions. These additional letters of credit do not reduce Demag Cranes AG's availability under the Demag Cranes AG Credit Agreement.  Demag Cranes AG had letters of credit issued under these additional arrangements of $44.4 million as of September 30, 2011.

In total, as of September 30, 2011 and December 31, 2010, the Company had letters of credit outstanding of $272.9 million and $188.8 million, respectively.

10-7/8% Senior Notes

On June 3, 2009, the Company sold and issued $300 million aggregate principal amount of Senior Notes Due 2016 (“10-7/8% Notes”) at 97.633%.  The Company used a portion of the approximately $293 million proceeds from the offering of the 10-7/8% Notes, together with a portion of the proceeds from the 4% Convertible Notes discussed below, to prepay a portion of its term loans under the 2006 Credit Agreement and to pay off the outstanding balance under the revolving credit component of the 2006 Credit Agreement.  The 10-7/8% Notes are redeemable by the Company beginning in June 2013 at an initial redemption price of 105.438% of principal amount. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 10-7/8% Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - “Consolidating Financial Statements”).

The Company's consolidated cash flow coverage ratio as defined in the indentures for its 10-7/8% Notes and 8% Senior Subordinated Notes Due 2017 (“8% Notes”) is currently less than 2.0 to 1.0. As a result, the Company is subject to significant restrictions under its indentures on the amount of indebtedness that it can incur.

4% Convertible Senior Subordinated Notes

On June 3, 2009, the Company sold and issued $172.5 million aggregate principal amount of 4% Convertible Notes.  In certain circumstances and during certain periods, the 4% Convertible Notes will be convertible at an initial conversion rate of 61.5385 shares of Common Stock per $1,000 principal amount of convertible notes, equivalent to an initial conversion price of approximately $16.25 per share of Common Stock, subject to adjustment in some events.  Upon conversion, Terex will deliver cash up to the aggregate principal amount of the 4% Convertible Notes to be converted and shares of Common Stock with respect to the remainder, if any, of Terex’s convertible obligation in excess of the aggregate principal amount of the 4% Convertible Notes being converted. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 4% Convertible Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - "Consolidating Financial Statements").  

The Company, as issuer of the 4% Convertible Notes, must separately account for the liability and equity components of the 4% Convertible Notes in a manner that reflects the Company’s nonconvertible debt borrowing rate at the date of issuance when interest cost is recognized in subsequent periods.  The Company allocated $54.3 million of the $172.5 million principal amount of the 4% Convertible Notes to the equity component, which represents a discount to the debt and will be amortized into interest expense using the effective interest method through June 2015.  The Company recorded a related deferred tax liability of $19.4 million on the equity component.  The balance of the 4% Convertible Notes was $135.2 million at September 30, 2011.  The Company recognized interest expense of $11.1 million on the 4% Convertible Notes for the nine months ended September 30, 2011.  The interest expense recognized for the 4% Convertible Notes will increase as the discount is amortized using the effective interest method, which accretes the debt balance over its term to $172.5 million at maturity.  Interest expense on the 4% Convertible Notes throughout its term includes 4% annually of cash interest on the maturity balance of $172.5 million plus non-cash interest expense accreted to the debt balance as described.

8% Senior Subordinated Notes

On November 13, 2007, the Company sold and issued $800 million aggregate principal amount of 8% Notes. The 8% Notes are redeemable by the Company beginning in November 2012 at an initial redemption price of 104.000% of principal amount. As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 8% Notes are jointly and severally guaranteed by certain of the Company's domestic subsidiaries (see Note Q - “Consolidating Financial Statements”).

7-3/8% Senior Subordinated Notes

On November 25, 2003, the Company sold and issued $300 million aggregate principal amount of 7-3/8% Notes discounted to yield 7-1/2%.  The 7-3/8% Notes were jointly and severally guaranteed by certain domestic subsidiaries of the Company (see Note Q - “Consolidating Financial Statements”).  The 7-3/8% Notes were redeemable by the Company beginning in January 2009 at an initial redemption price of 103.688% of principal amount. On January 18, 2011, the Company exercised its early redemption option and repaid the outstanding $297.6 million principal amount of its 7-3/8% Notes. The total cash paid to redeem the 7-3/8% Notes was $312.3 million which included a call premium of 1.229% as set forth in the indenture for the 7-3/8% Notes, totaling $3.6 million plus accrued and unpaid interest of $36.875 per $1,000 principal amount at the redemption date.

The $7.7 million in the Condensed Consolidated Statement of Income for the nine months endedSeptember 30, 2011 includes (a) cash payments of $3.6 million for call premiums associated with the repayment of $297.6 million of outstanding debt and (b) $4.1 million of non-cash charges for accelerated amortization of debt acquisition costs related to the redemption of the 7-3/8% notes and termination of the 2006 Credit Agreement, original issue discount and loss on a terminated swap associated with the outstanding debt, which all flow into the calculation of Net income. In preparing the Condensed Consolidated Statement of Cash Flows, the non-cash item (b) was added to Net income to reflect cash flow appropriately.

Based on indicative price quotations from financial institutions multiplied by the amount recorded on the Company’s Condensed Consolidated Balance Sheet  (“Book Value”), the Company estimates the fair values (“FV”) of its debt set forth below as of September 30, 2011, as follows (in millions, except for quotes):

	Book Value		Quote		FV
8% Notes	$	800.0	$	0.93000	$	744
4% Convertible Notes (net of discount)	$	135.2	$	0.98000	$	132
10-7/8% Notes	$	295.2	$	1.08000	$	319
2011 Credit Agreement Term Loan (net of discount) - USD	$	455.6	$	0.98250	$	448
2011 Credit Agreement Term Loan (net of discount) - EUR	$	265.1	$	0.96500	$	256

The Company believes that the carrying value of its other borrowings approximates fair market value based on discounted future cash flows using rates currently available for debt of similar terms and remaining maturities.

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RETIREMENT PLANS AND OTHER BENEFITS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Aug. 16, 2011
U.S. Defined Benefit Plans
Defined Benefit Plan Disclosure
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	$ 16		$ 16
Pension and Other Postretirement Benefit Contributions			14.2
U.S. Defined Benefit Pension plans
Defined Benefit Plan Disclosure
Number of qualified pension plans maintained by entity			1
Basis of SERP benefit - compensation period (in years)			5 years
contributions to pension plan			10
Components of net periodic cost:
Service cost	0.5	0.5	1.6	1.5
Interest cost	2.1	2.1	6.1	6.4
Expected return on plan assets	(2.1)	(1.8)	(6.2)	(5.4)
Amortization of prior service cost	0	0	0.1	0.1
Defined Benefit Plan, Amortization of Gains (Losses)	0.8	0.9	2.5	2.6
Net periodic cost	1.3	1.7	4.1	5.2
U.S. Other Benefits
Components of net periodic cost:
Interest cost	0.1	0.2	0.3	0.5
Amortization of prior service cost	0	0	0	0.1
Defined Benefit Plan, Amortization of Gains (Losses)	0	0	0	0.1
Net periodic cost	0.1	0.2	0.3	0.7
Non-U.S. Defined Benefit Pension Plans
Defined Benefit Plan Disclosure
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year	9		9
Pension Contributions			7.4
Components of net periodic cost:
Service cost	1.3	0.8	3.2	2.8
Interest cost	2.6	2.2	7.1	6.6
Expected return on plan assets	(1.1)	(1.2)	(3.9)	(3.6)
Defined Benefit Plan, Amortization of Gains (Losses)	0.1	0.3	0.3	1.0
Net periodic cost	2.9	2.1	6.7	6.8
Business Acquisition, Purchase Price Allocation, Projected Benefit Obligation (Asset)					$ 185.0

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CONSOLIDATING FINANCIAL STATEMENTS (Details 2) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
CONSOLIDATED STATEMENT OF INCOME
Net sales	$ 1,803.6	$ 1,075.8	$ 4,548.0	$ 3,091.6
Cost of goods sold	(1,528.0)	(911.9)	(3,890.3)	(2,674.3)
Gross profit	275.6	163.9	657.7	417.3
Selling, general and administrative expenses	(223.0)	(160.3)	(607.6)	(490.6)
Income (loss) from operations	52.6	3.6	50.1	(73.3)
Interest income	3.2	2.8	8.3	5.9
Interest expense	(37.1)	(36.1)	(93.2)	(107.4)
(Loss) income from subsidiaries	0	0	0	0
Loss on early extinguishment of debt	(1.4)	0	(7.7)	0
Other income (expense) - net	50.0	(21.5)	136.5	(25.9)
Income (loss) from continuing operations before income taxes	67.3	(51.2)	94.0	(200.7)
(Provision for) benefit from income taxes	(34.2)	(38.6)	(56.5)	21.9
Income (loss) from continuing operations	33.1	(89.8)	37.5	(178.8)
(Loss) Income from discontinued operations - net of tax	0	(3.4)	5.8	(7.1)
(Loss) gain on disposition of discontinued operations - net of tax	0	(1.5)	(0.5)	593.9
Net income (loss)	33.1	(94.7)	42.8	408.0
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	3.8	(1.1)	5.3	(4.2)
Net (loss) income attributable to Terex Corporation	36.9	(95.8)	48.1	403.8
Terex Corporation
CONSOLIDATED STATEMENT OF INCOME
Net sales	88.4	64.1	263.0	154.6
Cost of goods sold	(80.3)	(55.7)	(234.8)	(145.2)
Gross profit	8.1	8.4	28.2	9.4
Selling, general and administrative expenses	5.8	(19.0)	(7.5)	(53.1)
Income (loss) from operations	13.9	(10.6)	20.7	(43.7)
Interest income	0.1	0.1	0.2	0.8
Interest expense	(24.5)	(27.1)	(74.3)	(80.6)
(Loss) income from subsidiaries	8.5	(52.6)	(5.1)	371.1
Loss on early extinguishment of debt	(1.4)		(7.7)
Other income (expense) - net	57.7	(17.1)	145.0	(17.1)
Income (loss) from continuing operations before income taxes	54.3	(107.3)	78.8	230.5
(Provision for) benefit from income taxes	(17.4)	28.1	(30.4)	44.9
Income (loss) from continuing operations	36.9	(79.2)	48.4	275.4
(Loss) Income from discontinued operations - net of tax	0	(0.6)	0	(5.0)
(Loss) gain on disposition of discontinued operations - net of tax	0	(16.0)	(0.3)	133.4
Net income (loss)	36.9	(95.8)	48.1	403.8
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	0	0	0	0
Net (loss) income attributable to Terex Corporation	36.9	(95.8)	48.1	403.8
Wholly-owned Guarantors
CONSOLIDATED STATEMENT OF INCOME
Net sales	580.3	431.6	1,747.8	1,142.6
Cost of goods sold	(516.2)	(373.7)	(1,541.2)	(1,023.4)
Gross profit	64.1	57.9	206.6	119.2
Selling, general and administrative expenses	(58.7)	(46.3)	(174.6)	(139.1)
Income (loss) from operations	5.4	11.6	32.0	(19.9)
Interest income	0.1	0.1	0.2	0.2
Interest expense	0	(1.8)	(0.1)	(5.3)
(Loss) income from subsidiaries	0	0	0	0
Loss on early extinguishment of debt	0		0
Other income (expense) - net	2.9	(0.6)	(4.2)	(1.5)
Income (loss) from continuing operations before income taxes	8.4	9.3	27.9	(26.5)
(Provision for) benefit from income taxes	(2.6)	3.1	(8.8)	11.0
Income (loss) from continuing operations	5.8	12.4	19.1	(15.5)
(Loss) Income from discontinued operations - net of tax	0	(0.4)	0	(5.1)
(Loss) gain on disposition of discontinued operations - net of tax	0	26.1	0	77.1
Net income (loss)	5.8	38.1	19.1	56.5
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	0	0	0	0
Net (loss) income attributable to Terex Corporation	5.8	38.1	19.1	56.5
Non-guarantor Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
Net sales	1,330.4	729.6	3,112.5	2,206.4
Cost of goods sold	(1,127.0)	(632.0)	(2,689.6)	(1,917.7)
Gross profit	203.4	97.6	422.9	288.7
Selling, general and administrative expenses	(170.1)	(95.0)	(425.5)	(298.4)
Income (loss) from operations	33.3	2.6	(2.6)	(9.7)
Interest income	3.0	2.6	7.9	4.9
Interest expense	(12.6)	(7.2)	(18.8)	(21.5)
(Loss) income from subsidiaries	0	0	0	0
Loss on early extinguishment of debt	0		0
Other income (expense) - net	(10.6)	(3.8)	(4.3)	(7.3)
Income (loss) from continuing operations before income taxes	13.1	(5.8)	(17.8)	(33.6)
(Provision for) benefit from income taxes	(14.2)	(69.8)	(17.3)	(34.0)
Income (loss) from continuing operations	(1.1)	(75.6)	(35.1)	(67.6)
(Loss) Income from discontinued operations - net of tax	0	(2.4)	5.8	3.0
(Loss) gain on disposition of discontinued operations - net of tax	0	(11.6)	(0.2)	383.4
Net income (loss)	(1.1)	(89.6)	(29.5)	318.8
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	3.8	(1.1)	5.3	(4.2)
Net (loss) income attributable to Terex Corporation	2.7	(90.7)	(24.2)	314.6
Intercompany Eliminations
CONSOLIDATED STATEMENT OF INCOME
Net sales	(195.5)	(149.5)	(575.3)	(412.0)
Cost of goods sold	195.5	149.5	575.3	412.0
Gross profit	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Income (loss) from operations	0	0	0	0
Interest income	0	0	0	0
Interest expense	0	0	0	0
(Loss) income from subsidiaries	(8.5)	52.6	5.1	(371.1)
Loss on early extinguishment of debt	0		0
Other income (expense) - net	0	0	0	0
Income (loss) from continuing operations before income taxes	(8.5)	52.6	5.1	(371.1)
(Provision for) benefit from income taxes	0	0	0	0
Income (loss) from continuing operations	(8.5)	52.6	5.1	(371.1)
(Loss) Income from discontinued operations - net of tax	0	0	0	0
(Loss) gain on disposition of discontinued operations - net of tax	0	0	0	0
Net income (loss)	(8.5)	52.6	5.1	(371.1)
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	0	0	0	0
Net (loss) income attributable to Terex Corporation	$ (8.5)	$ 52.6	$ 5.1	$ (371.1)

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INVENTORIES

9 Months Ended

Sep. 30, 2011

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories consist of the following (in millions):

	September 30, 2011		December 31, 2010
Finished equipment	$	491.5	$	494.6
Replacement parts	223.6		228.9
Work-in-process	592.6		298.5
Raw materials and supplies	585.8		426.7
Inventories	$	1,893.5	$	1,448.7

Reserves for lower of cost or market value, excess and obsolete inventory were $113.5 million and $106.7 million at September 30, 2011 and December 31, 2010, respectively.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2011

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Total non-stockholder changes in equity (comprehensive income) include all changes in equity during a period except those resulting from investments by, and distributions to, stockholders.  The specific components include: net income, deferred gains and losses resulting from foreign currency translation, pension liability adjustments, equity security adjustments and deferred gains and losses resulting from derivative hedging transactions.  Total non-stockholder changes in equity were as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net income	$	33.1		$	(94.7	)	$	42.8		$	408.0
Other comprehensive income (loss):
Pension liability adjustment	1.1			(0.5		)	1.8			18.2
Translation adjustment	(170.1		)	188.9			(47.9		)	(42.6		)
Equity security adjustment	(52.8		)	82.2			(101.0		)	25.3
Derivative hedging adjustment	(6.1		)	0.9			(1.3		)	3.9
Comprehensive income (loss)	(194.8		)	176.8			(105.6		)	412.8
Comprehensive loss (income) attributable to     noncontrolling interest	2.1			(1.1		)	3.6			(4.2		)
Comprehensive income (loss) attributable to     Terex Corporation	$	(192.7	)	$	175.7		$	(102.0	)	$	408.6

The following table provides a reconciliation of noncontrolling interest from the beginning of the current year through September 30, 2011 (in millions).

Balance at December 31, 2010	$	28.2
Net income	(5.3		)
Translation adjustment	1.7
Acquisition	253.6
Divestiture	(0.3		)
Purchase of noncontrolling interest	(0.8		)
Balance at September 30, 2011	$	277.1

During the nine months ended September 30, 2011, the Company granted 1.0 million shares of restricted stock to its employees with a weighted average grant date fair value of $36.88 per share.  Approximately 51% of these restricted stock awards vest ratably over a three-year period and approximately 46% cliff vest at the end of a three-year period.  Approximately 14% of the shares granted are based on performance targets containing a market condition.  The Company used the Monte Carlo method to determine grant date fair values of $41.96 per share for the awards with a market condition.  The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award.  The following table presents the weighted-average assumptions used in the valuation:

Dividend yields	—	%
Expected volatility	80.29	%
Risk free interest rate	1.04	%
Expected life (in years)	2.78

During the nine months ended September 30, 2011, the Company issued 40 thousand shares of its outstanding Common Stock which were contributed into a deferred compensation plan under a Rabbi Trust.

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CONSOLIDATING FINANCIAL STATEMENTS (Details 4) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Condensed Cash Flows
Net cash (used in) provided by operating activities of continuing operations	$ (111.2)	$ (468.8)
Cash flows from investing activities
Capital expenditures	(63.6)	(36.9)
Payments to Acquire Businesses, Net of Cash Acquired	(1,013.5)	0
Proceeds from disposition of discontinued operations	0.5	1,002.0
Proceeds from sale of assets	537.0	7.3
Investments in derivative securities	(16.1)	(21.1)
Other investing activities, net	(2.2)	(4.7)
Net cash provided by (used in) investing activities of continuing operations	(557.9)	946.6
Cash flows from financing activities
Principal repayments of long-term debt	(297.6)	(2.0)
Proceeds from Issuance of Long-term Debt	740.6	0
Net borrowings (repayments) under revolving line of credit agreements	33.5	(25.5)
Payment of debt issuance costs	(25.8)	(7.1)
Purchase of noncontrolling interest	0	(12.9)
Distributions to noncontrolling interest	0	(3.4)
Other financing activities, net	4.9	0
Net cash (used in) provided by financing activities of continuing operations	455.6	(50.9)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations	0	(53.1)
Net cash provided by investing activities of discontinued operations	0	0.1
Net cash used in financing activities of discontinued operations	0	0
Net cash used in discontinued operations	0	(53.0)
Effect of exchange rate changes on cash and cash equivalents	4.2	9.2
Net increase in cash and cash equivalents	(209.3)	383.1
Cash and Cash Equivalents at Beginning of Period	894.2	971.2
Cash and Cash Equivalents, at End of Period	684.9	1,354.3
Terex Corporation
Condensed Cash Flows
Net cash (used in) provided by operating activities of continuing operations	(193.0)	(244.4)
Cash flows from investing activities
Capital expenditures	(9.1)	(6.7)
Payments to Acquire Businesses, Net of Cash Acquired	0
Proceeds from disposition of discontinued operations	0	294.8
Proceeds from sale of assets	531.3	2.4
Investments in derivative securities	(16.1)	(21.1)
Other investing activities, net	0	0
Net cash provided by (used in) investing activities of continuing operations	506.1	269.4
Cash flows from financing activities
Principal repayments of long-term debt	(297.6)	(1.4)
Proceeds from Issuance of Long-term Debt	0
Net borrowings (repayments) under revolving line of credit agreements	0	0
Payment of debt issuance costs	(25.8)	(5.8)
Purchase of noncontrolling interest		0
Distributions to noncontrolling interest		0
Other financing activities, net	3.7	1.0
Net cash (used in) provided by financing activities of continuing operations	(319.7)	(6.2)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations		(19.3)
Net cash provided by investing activities of discontinued operations		0
Net cash used in financing activities of discontinued operations		0
Net cash used in discontinued operations		(19.3)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	(6.6)	(0.5)
Cash and Cash Equivalents at Beginning of Period	164.2	579.4
Cash and Cash Equivalents, at End of Period	157.6	578.9
Wholly-owned Guarantors
Condensed Cash Flows
Net cash (used in) provided by operating activities of continuing operations	20.4	10.8
Cash flows from investing activities
Capital expenditures	(17.9)	(6.4)
Payments to Acquire Businesses, Net of Cash Acquired	(2.0)
Proceeds from disposition of discontinued operations	0	0
Proceeds from sale of assets	0.1	1.1
Investments in derivative securities	0	0
Other investing activities, net	0	0
Net cash provided by (used in) investing activities of continuing operations	(19.8)	(5.3)
Cash flows from financing activities
Principal repayments of long-term debt	0	(0.3)
Proceeds from Issuance of Long-term Debt	0
Net borrowings (repayments) under revolving line of credit agreements	(0.4)	(1.0)
Payment of debt issuance costs	0	(0.6)
Purchase of noncontrolling interest		0
Distributions to noncontrolling interest		(0.2)
Other financing activities, net	0	(0.1)
Net cash (used in) provided by financing activities of continuing operations	(0.4)	(2.2)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations		(2.2)
Net cash provided by investing activities of discontinued operations		0
Net cash used in financing activities of discontinued operations		0
Net cash used in discontinued operations		(2.2)
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	0.2	1.1
Cash and Cash Equivalents at Beginning of Period	2.0	0.5
Cash and Cash Equivalents, at End of Period	2.2	1.6
Non-guarantor Subsidiaries
Condensed Cash Flows
Net cash (used in) provided by operating activities of continuing operations	61.4	(235.2)
Cash flows from investing activities
Capital expenditures	(36.6)	(23.8)
Payments to Acquire Businesses, Net of Cash Acquired	(1,011.5)
Proceeds from disposition of discontinued operations	0.5	707.2
Proceeds from sale of assets	5.6	3.8
Investments in derivative securities	0	0
Other investing activities, net	(2.2)	(4.7)
Net cash provided by (used in) investing activities of continuing operations	(1,044.2)	682.5
Cash flows from financing activities
Principal repayments of long-term debt	0	(0.3)
Proceeds from Issuance of Long-term Debt	740.6
Net borrowings (repayments) under revolving line of credit agreements	33.9	(24.5)
Payment of debt issuance costs	0	(0.7)
Purchase of noncontrolling interest		(12.9)
Distributions to noncontrolling interest		(3.2)
Other financing activities, net	1.2	(0.9)
Net cash (used in) provided by financing activities of continuing operations	775.7	(42.5)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations		(31.6)
Net cash provided by investing activities of discontinued operations		0.1
Net cash used in financing activities of discontinued operations		0
Net cash used in discontinued operations		(31.5)
Effect of exchange rate changes on cash and cash equivalents	4.2	9.2
Net increase in cash and cash equivalents	(202.9)	382.5
Cash and Cash Equivalents at Beginning of Period	728.0	391.3
Cash and Cash Equivalents, at End of Period	525.1	773.8
Intercompany Eliminations
Condensed Cash Flows
Net cash (used in) provided by operating activities of continuing operations	0	0
Cash flows from investing activities
Capital expenditures	0	0
Payments to Acquire Businesses, Net of Cash Acquired	0
Proceeds from disposition of discontinued operations	0	0
Proceeds from sale of assets	0	0
Investments in derivative securities	0	0
Other investing activities, net	0	0
Net cash provided by (used in) investing activities of continuing operations	0	0
Cash flows from financing activities
Principal repayments of long-term debt	0	0
Proceeds from Issuance of Long-term Debt	0
Net borrowings (repayments) under revolving line of credit agreements	0	0
Payment of debt issuance costs	0	0
Purchase of noncontrolling interest		0
Distributions to noncontrolling interest		0
Other financing activities, net	0	0
Net cash (used in) provided by financing activities of continuing operations	0	0
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations		0
Net cash provided by investing activities of discontinued operations		0
Net cash used in financing activities of discontinued operations		0
Net cash used in discontinued operations		0
Effect of exchange rate changes on cash and cash equivalents	0	0
Net increase in cash and cash equivalents	0	0
Cash and Cash Equivalents at Beginning of Period	0	0
Cash and Cash Equivalents, at End of Period	$ 0	$ 0

XML

BUSINESS SEGMENT INFORMATION (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Segment Reporting Information
Number of Reportable Segments				5
Net sales		$ 1,803.6	$ 1,075.8	$ 4,548.0	$ 3,091.6
Income (Loss) from Operations		52.6	3.6	50.1	(73.3)
Total assets	7,326.7	7,326.7		7,326.7		5,516.4
Aerial Work Platforms
Segment Reporting Information
Net sales		448.7	282.2	1,312.6	733.5
Income (Loss) from Operations		27.0	14.0	60.1	(8.2)
Total assets	888.2	888.2		888.2		837.2
Construction
Segment Reporting Information
Net sales		395.4	284.7	1,096.6	765.0
Income (Loss) from Operations		(6.4)	(7.7)	(15.6)	(47.7)
Total assets	1,263.9	1,263.9		1,263.9		1,186.8
Cranes
Segment Reporting Information
Net sales		543.6	368.7	1,406.0	1,231.5
Income (Loss) from Operations		25.9	3.9	(30.6)	17.8
Total assets	2,251.0	2,251.0		2,251.0		2,227.8
Material Handling & Port Solutions [Member]
Segment Reporting Information
Net sales	256.0	256.0	0		0
Income (Loss) from Operations		(2.6)	0	(2.6)	0
Total assets	2,354.2	2,354.2		2,354.2		0
Materials Processing
Segment Reporting Information
Net sales		171.1	143.6	512.0	387.3
Income (Loss) from Operations		12.4	10.3	45.8	19.2
Total assets	932.7	932.7		932.7		913.2
Eliminations/Corporate
Segment Reporting Information
Net sales		(11.2)	(3.4)	(35.2)	(25.7)
Income (Loss) from Operations		(3.7)	(16.9)	(7.0)	(54.4)
Total assets	$ (363.3)	$ (363.3)		$ (363.3)		$ 351.4

XML

PROPERTY, PLANT AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2011

Property, Plant and Equipment [Abstract]

Schedule of property, plant and equipment

Property, plant and equipment – net consist of the following (in millions):

	September 30, 2011			December 31, 2010
Property	$	123.2		$	78.4
Plant	458.8			316.8
Equipment	691.8			527.1
Property, plant and equipment – gross	1,273.8			922.3
Less: Accumulated depreciation	(394.5		)	(348.8		)
Property, plant and equipment – net	$	879.3		$	573.5

XML

CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
OPERATING ACTIVITIES OF CONTINUING OPERATIONS
Net income	$ 42.8	$ 408.0
Adjustments to reconcile net income to net cash used in operating activities of continuing operations:
Discontinued operations	(5.3)	(586.8)
Depreciation and amortization	89.3	74.3
Deferred taxes	(17.5)	106.4
Gain on sale of assets	(172.0)	(1.4)
Stock-based compensation expense	18.3	28.1
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
Trade receivables	(193.8)	(157.6)
Inventories	(145.3)	(206.5)
Trade accounts payable	101.5	32.0
Other assets and liabilities	73.9	(213.6)
Other operating activities, net	96.9	48.3
Net cash (used in) provided by operating activities of continuing operations	(111.2)	(468.8)
INVESTING ACTIVITIES OF CONTINUING OPERATIONS
Capital expenditures	(63.6)	(36.9)
Payments to Acquire Businesses, Net of Cash Acquired	(1,013.5)	0
Proceeds from disposition of discontinued operations	0.5	1,002.0
Investments in derivative securities	(16.1)	(21.1)
Proceeds from sale of assets	537.0	7.3
Other investing activities, net	(2.2)	(4.7)
Net cash provided by (used in) investing activities of continuing operations	(557.9)	946.6
FINANCING ACTIVITIES OF CONTINUING OPERATIONS
Principal repayments of long-term debt	(297.6)	(2.0)
Proceeds from Issuance of Long-term Debt	740.6	0
Net borrowings (repayments) under revolving line of credit agreements	33.5	(25.5)
Payment of debt issuance costs	(25.8)	(7.1)
Purchase of noncontrolling interest	0	(12.9)
Distributions to noncontrolling interest	0	(3.4)
Other financing activities, net	4.9	0
Net cash provided by (used in) investing activities of continuing operations	455.6	(50.9)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Net cash used in operating activities of discontinued operations	0	(53.1)
Net cash provided by investing activities of discontinued operations	0	0.1
Net cash used in financing activities of discontinued operations	0	0
Net cash used in discontinued operations	0	(53.0)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	4.2	9.2
Net (Decrease) Increase in Cash and Cash Equivalents	(209.3)	383.1
Cash and Cash Equivalents at Beginning of Period	894.2	971.2
Cash and Cash Equivalents, at End of Period	$ 684.9	$ 1,354.3

XML

CONSOLIDATING FINANCIAL STATEMENTS

9 Months Ended

Sep. 30, 2011

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONSOLIDATING FINANCIAL STATEMENTS

CONSOLIDATING FINANCIAL STATEMENTS

On January 18, 2011, the Company repaid the outstanding $297.6 million principal amount outstanding of its 7-3/8% Notes (see Note M - “Long-Term Obligations”).  As a result of the Company's redemption of the 7-3/8% Notes, as of February 7, 2011, the 4% Convertible Notes, 8% Notes and 10-7/8% Notes were jointly and severally guaranteed by the following wholly-owned subsidiaries of the Company (the “Wholly-owned Guarantors”): A.S.V., Inc., CMI Terex Corporation, Duvalpilot Equipment Outfitters, LLC, Fantuzzi Noell USA, Inc., Genie Financial Services, Inc., Genie Holdings, Inc., Genie Industries, Inc., Genie International, Inc., GFS National, Inc., Hydra Platforms Mfg. Inc., Loegering Mfg. Inc., Powerscreen Holdings USA Inc., Powerscreen International LLC, Powerscreen North America Inc., Powerscreen USA, LLC, Schaeff Incorporated, Schaeff of North America, Inc., Spinnaker Insurance Company, Terex Advance Mixer, Inc., Terex Aerials, Inc., Terex Financial Services, Inc., Terex South Dakota, Inc., Terex USA, LLC, Terex Utilities, Inc. and Terex Washington, Inc.  All of the guarantees are full and unconditional.  The guarantees of the Wholly-owned Guarantors are subject to release in limited circumstances only upon the occurrence of certain customary conditions. No subsidiaries of the Company except the Wholly-owned Guarantors have provided a guarantee of the 4% Convertible Notes, 8% Notes and 10-7/8% Notes.

The following summarized condensed consolidating financial information for the Company segregates the financial information of Terex Corporation, the Wholly-owned Guarantors and the non-guarantor subsidiaries.  The results and financial position of businesses acquired are included from the dates of their respective acquisitions.

Terex Corporation consists of parent company operations and non-guarantor subsidiaries directly owned by the parent company.  Subsidiaries of the parent company are reported on the equity basis.  Wholly-owned Guarantors combine the operations of the Wholly-owned Guarantor subsidiaries.  Subsidiaries of Wholly-owned Guarantors that are not themselves guarantors are reported on the equity basis.  Non-guarantor subsidiaries combine the operations of subsidiaries which have not provided a guarantee of the obligations of Terex Corporation under the 4% Convertible Notes, 8% Notes and 10-7/8% Notes.  Debt and goodwill allocated to subsidiaries are presented on a “push-down” accounting basis.

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	88.4		$	580.3		$	1,330.4		$	(195.5	)	$	1,803.6
Cost of goods sold	(80.3		)	(516.2		)	(1,127.0		)	195.5			(1,528.0		)
Gross profit	8.1			64.1			203.4			—			275.6
Selling, general and administrative expenses	5.8			(58.7		)	(170.1		)	—			(223.0		)
Income (loss) from operations	13.9			5.4			33.3			—			52.6
Interest income	0.1			0.1			3.0			—			3.2
Interest expense	(24.5		)	—			(12.6		)	—			(37.1		)
(Loss) income from subsidiaries	8.5			—			—			(8.5		)	—
Loss on early extinguishment of debt	(1.4		)	—			—			—			(1.4		)
Other income (expense) - net	57.7			2.9			(10.6		)	—			50.0
Income (loss) from continuing operations before income taxes	54.3			8.4			13.1			(8.5		)	67.3
(Provision for) benefit from income taxes	(17.4		)	(2.6		)	(14.2		)	—			(34.2		)
Income (loss) from continuing operations	36.9			5.8			(1.1		)	(8.5		)	33.1
Loss from discontinued operations - net of tax	—			—			—			—			—
(Loss) gain on disposition of discontinued operations - net of tax	—			—			—			—			—
Net income (loss)	36.9			5.8			(1.1		)	(8.5		)	33.1
Net loss attributable to noncontrolling interest	—			—			3.8			—			3.8
Net income (loss) attributable to Terex Corporation	$	36.9		$	5.8		$	2.7		$	(8.5	)	$	36.9

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	263.0		$	1,747.8		$	3,112.5		$	(575.3	)	$	4,548.0
Cost of goods sold	(234.8		)	(1,541.2		)	(2,689.6		)	575.3			(3,890.3		)
Gross profit	28.2			206.6			422.9			—			657.7
Selling, general and administrative expenses	(7.5		)	(174.6		)	(425.5		)	—			(607.6		)
Income (loss) from operations	20.7			32.0			(2.6		)	—			50.1
Interest income	0.2			0.2			7.9			—			8.3
Interest expense	(74.3		)	(0.1		)	(18.8		)	—			(93.2		)
(Loss) income from subsidiaries	(5.1		)	—			—			5.1			—
Loss on early extinguishment of debt	(7.7		)	—			—			—			(7.7		)
Other income (expense) - net	145.0			(4.2		)	(4.3		)	—			136.5
Income (loss) from continuing operations before income taxes	78.8			27.9			(17.8		)	5.1			94.0
(Provision for) benefit from income taxes	(30.4		)	(8.8		)	(17.3		)	—			(56.5		)
Income (loss) from continuing operations	48.4			19.1			(35.1		)	5.1			37.5
Income from discontinued operations - net of tax	—			—			5.8			—			5.8
Loss on disposition of discontinued operations - net of tax	(0.3		)	—			(0.2		)	—			(0.5		)
Net income (loss)	48.1			19.1			(29.5		)	5.1			42.8
Net loss attributable to noncontrolling interest	—			—			5.3			—			5.3
Net income (loss) attributable to Terex Corporation	$	48.1		$	19.1		$	(24.2	)	$	5.1		$	48.1

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	64.1		$	431.6		$	729.6		$	(149.5	)	$	1,075.8
Cost of goods sold	(55.7		)	(373.7		)	(632.0		)	149.5			(911.9		)
Gross profit	8.4			57.9			97.6			—			163.9
Selling, general and administrative expenses	(19.0		)	(46.3		)	(95.0		)	—			(160.3		)
Income (loss) from operations	(10.6		)	11.6			2.6			—			3.6
Interest income	0.1			0.1			2.6			—			2.8
Interest expense	(27.1		)	(1.8		)	(7.2		)	—			(36.1		)
(Loss) income from subsidiaries	(52.6		)	—			—			52.6			—
Other income (expense) - net	(17.1		)	(0.6		)	(3.8		)	—			(21.5		)
(Loss) income from continuing operations before income taxes	(107.3		)	9.3			(5.8		)	52.6			(51.2		)
(Provision for) benefit from income taxes	28.1			3.1			(69.8		)	—			(38.6		)
(Loss) income from continuing operations	(79.2		)	12.4			(75.6		)	52.6			(89.8		)
Loss from discontinued operations – net of tax	(0.6		)	(0.4		)	(2.4		)	—			(3.4		)
(Loss) gain on disposition of discontinued operations - net of tax	(16.0		)	26.1			(11.6		)	—			(1.5		)
Net (loss) income	(95.8		)	38.1			(89.6		)	52.6			(94.7		)
Net income attributable to noncontrolling interest	—			—			(1.1		)	—			(1.1		)
Net (loss) income attributable to Terex Corporation	$	(95.8	)	$	38.1		$	(90.7	)	$	52.6		$	(95.8	)

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	154.6		$	1,142.6		$	2,206.4		$	(412.0	)	$	3,091.6
Cost of goods sold	(145.2		)	(1,023.4		)	(1,917.7		)	412.0			(2,674.3		)
Gross profit	9.4			119.2			288.7			—			417.3
Selling, general and administrative expenses	(53.1		)	(139.1		)	(298.4		)	—			(490.6		)
Loss from operations	(43.7		)	(19.9		)	(9.7		)	—			(73.3		)
Interest income	0.8			0.2			4.9			—			5.9
Interest expense	(80.6		)	(5.3		)	(21.5		)	—			(107.4		)
Income (loss) from subsidiaries	371.1			—			—			(371.1		)	—
Other expense - net	(17.1		)	(1.5		)	(7.3		)	—			(25.9		)
(Loss) income from continuing operations before income taxes	230.5			(26.5		)	(33.6		)	(371.1		)	(200.7		)
Benefit from (provision for) income taxes	44.9			11.0			(34.0		)	—			21.9
(Loss) income from continuing operations	275.4			(15.5		)	(67.6		)	(371.1		)	(178.8		)
(Loss) income from discontinued operations – net of tax	(5.0		)	(5.1		)	3.0			—			(7.1		)
Gain on disposition of discontinued operations - net of tax	133.4			77.1			383.4			—			593.9
Net income (loss)	403.8			56.5			318.8			(371.1		)	408.0
Net income attributable to noncontrolling interest	—			—			(4.2		)	—			(4.2		)
Net income (loss) attributable to Terex Corporation	$	403.8		$	56.5		$	314.6		$	(371.1	)	$	403.8

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	157.6		$	2.2		$	525.1	$	—		$	684.9
Investments in marketable securities	1.8			—			0.9		—			2.7
Trade receivables - net	33.8			290.8			877.7		—			1,202.3
Intercompany receivables	9.2			126.5			69.0		(204.7		)	—
Inventories	76.4			388.4			1,428.7		—			1,893.5
Other current assets	138.3			48.6			201.5		—			388.4
Total current assets	417.1			856.5			3,102.9		(204.7		)	4,171.8
Property, plant and equipment - net	59.5			109.7			710.1		—			879.3
Goodwill	—			149.7			1,153.0		—			1,302.7
Non-current intercompany receivables	1,254.0			47.9			40.5		(1,342.4		)	—
Investment in and advances to (from) subsidiaries	2,775.1			(773.3		)	4,295.5		(6,237.1		)	60.2
Other assets	84.5			202.9			625.3		—			912.7
Total assets	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	—		$	—		$	74.6	$	—		$	74.6
Trade accounts payable	19.8			174.8			610.0		—			804.6
Intercompany payables	(59.5		)	38.6			225.6		(204.7		)	—
Accruals and other current liabilities	161.1			111.9			871.2		—			1,144.2
Total current liabilities	121.4			325.3			1,781.4		(204.7		)	2,023.4
Long-term debt, less current portion	1,276.5			—			965.5		—			2,242.0
Non-current intercompany payables	1,006.5			(966.7		)	1,302.6		(1,342.4		)	—
Retirement plans and other	194.1			35.9			562.5		—			792.5
Total stockholders’ equity	1,991.7			1,198.9			5,315.3		(6,237.1		)	2,268.8
Total liabilities and stockholders’ equity	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2010

(in millions)

	Terex Corporation		Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	164.2	$	2.0		$	728.0	$	—		$	894.2
Investments in marketable securities	520.9		0.5			—		—			521.4
Trade receivables - net	22.9		208.7			550.9		—			782.5
Intercompany receivables	9.5		93.1			44.1		(146.7		)	—
Inventories	66.0		342.7			1,040.0		—			1,448.7
Other current assets	154.7		37.1			130.3		—			322.1
Total current assets	938.2		684.1			2,493.3		(146.7		)	3,968.9
Property, plant and equipment - net	54.6		112.5			406.4		—			573.5
Goodwill	—		154.1			338.8		—			492.9
Non-current intercompany receivables	709.3		48.6			39.1		(797.0		)	—
Investment in and advances to (from) subsidiaries	2,761.7		(504.3		)	2,721.5		(4,950.2		)	28.7
Other assets	69.6		187.3			195.5		—			452.4
Total assets	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	297.2	$	0.2		$	49.4	$	—		$	346.8
Trade accounts payable	24.9		130.3			414.8		—			570.0
Intercompany payables	43.1		26.5			77.1		(146.7		)	—
Accruals and other current liabilities	127.6		87.2			542.6		—			757.4
Total current liabilities	492.8		244.2			1,083.9		(146.7		)	1,674.2
Long-term debt, less current portion	879.6		119.3			340.6		—			1,339.5
Non-current intercompany payables	943.7		(928.6		)	781.9		(797.0		)	—
Retirement plans and other	134.1		52.1			205.1		—			391.3
Total stockholders’ equity	2,083.2		1,195.3			3,783.1		(4,950.2		)	2,111.4
Total liabilities and stockholders’ equity	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(193.0	)	$	20.4		$	61.4		$	—	$	(111.2	)
Cash flows from investing activities
Capital expenditures	(9.1		)	(17.9		)	(36.6		)	—		(63.6		)
Acquisition of businesses, net of cash acquired	—			(2.0		)	(1,011.5		)	—		(1,013.5		)
Proceeds from disposition of discontinued operations	—			—			0.5			—		0.5
Investments in derivative securities	(16.1		)	—			—			—		(16.1		)
Proceeds from sale of assets	531.3			0.1			5.6			—		537.0
Other investing activities, net	—			—			(2.2		)	—		(2.2		)
Net cash (used in) provided by investing activities of continuing operations	506.1			(19.8		)	(1,044.2		)	—		(557.9		)
Cash flows from financing activities
Principal repayments of long-term debt	(297.6		)	—			—			—		(297.6		)
Proceeds from issuance of long-term debt	—			—			740.6			—		740.6
Net borrowing (repayments) under revolving line of credit agreement	—			(0.4		)	33.9			—		33.5
Payment of debt issuance costs	(25.8		)	—			—			—		(25.8		)
Other financing activities, net	3.7			—			1.2			—		4.9
Net cash provided by (used in) financing activities of continuing operations	(319.7		)	(0.4		)	775.7			—		455.6
Effect of exchange rate changes on cash and cash equivalents	—			—			4.2			—		4.2
Net (decrease) increase in cash and cash equivalents	(6.6		)	0.2			(202.9		)	—		(209.3		)
Cash and cash equivalents at beginning of period	164.2			2.0			728.0			—		894.2
Cash and cash equivalents at end of period	$	157.6		$	2.2		$	525.1		$	—	$	684.9

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(244.4	)	$	10.8		$	(235.2	)	$	—	$	(468.8	)
Cash flows from investing activities
Capital expenditures	(6.7		)	(6.4		)	(23.8		)	—		(36.9		)
Proceeds from disposition of discontinued operations	294.8			—			707.2			—		1,002.0
Investments in derivative securities	(21.1		)	—			—			—		(21.1		)
Proceeds from sale of assets	2.4			1.1			3.8			—		7.3
Other investing activities, net	—			—			(4.7		)	—		(4.7		)
Net cash provided by (used in) investing activities of continuing operations	269.4			(5.3		)	682.5			—		946.6
Cash flows from financing activities
Principal repayments of long-term debt	(1.4		)	(0.3		)	(0.3		)	—		(2.0		)
Net repayments under revolving line of credit agreement	—			(1.0		)	(24.5		)	—		(25.5		)
Payment of debt issuance costs	(5.8		)	(0.6		)	(0.7		)	—		(7.1		)
Purchase of noncontrolling interest	—			—			(12.9		)	—		(12.9		)
Distributions to noncontrolling interest	—			(0.2		)	(3.2		)	—		(3.4		)
Other financing activities, net	1.0			(0.1		)	(0.9		)	—		—
Net cash used in financing activities of continuing operations	(6.2		)	(2.2		)	(42.5		)	—		(50.9		)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations	(19.3		)	(2.2		)	(31.6		)	—		(53.1		)
Net cash provided by investing activities of discontinued operations	—			—			0.1			—		0.1
Net cash used in financing activities of discontinued operations	—			—			—			—		—
Net cash used in discontinued operations	(19.3		)	(2.2		)	(31.5		)	—		(53.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9.2			—		9.2
Net increase (decrease) in cash and cash equivalents	(0.5		)	1.1			382.5			—		383.1
Cash and cash equivalents at beginning of period	579.4			0.5			391.3			—		971.2
Cash and cash equivalents at end of period	$	578.9		$	1.6		$	773.8		$	—	$	1,354.3

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INVENTORIES (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Inventory Disclosure [Abstract]
Finished equipment	$ 491.5	$ 494.6
Replacement parts	223.6	228.9
Work-in-process	592.6	298.5
Raw materials and supplies	585.8	426.7
Inventories	1,893.5	1,448.7
Inventory reserves	$ 113.5	$ 106.7

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BASIS OF PRESENTATION (Tables)

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated current and non-current product warranty liability

y.

The following table summarizes the changes in the consolidated product warranty liability (in millions):

	Nine Months Ended
	September 30, 2011
Balance at beginning of period	$	103.0
Accruals for warranties issued during the period	56.7
Changes in estimates	3.0
Settlements during the period	(57.5		)
Acquisition	24.7
Foreign exchange effect/other	(1.3		)
Balance at end of period	$	128.6

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BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2011

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

Terex is a diversified global equipment manufacturer of a variety of machinery products. The Company is focused on delivering reliable, customer-driven solutions for a wide range of commercial applications, including the construction, infrastructure, quarrying, mining, shipping, transportation, refining, energy and utility industries. The Company operates in five reportable segments: (i) AWP; (ii) Construction; (iii) Cranes; (iv) MHPS; and (v) Materials Processing (“MP”).

The AWP segment designs, manufactures, refurbishes, services and markets aerial work platform equipment, telehandlers, light towers, bridge inspection equipment and utility equipment as well as their related replacement parts and components. Customers use AWP products to construct and maintain industrial, commercial and residential buildings and facilities, construct and maintain utility and telecommunication lines, trim trees, in construction and foundation drilling applications and for other commercial operations, as well as in a wide range of infrastructure projects. Additionally, the Company owns a majority of the North American distribution channel for its utility products group. Effective July 1, 2011, the Company's bridge inspection equipment, which was formerly included in the Construction segment, is now included in the AWP segment.

The Construction segment designs, manufactures and markets heavy and compact construction equipment, as well as roadbuilding equipment, including asphalt and concrete equipment and landfill compactors as well as their related replacement parts and components. Customers use these products in construction and infrastructure projects to build roads and bridges and in quarrying and mining operations.

The Cranes segment designs, manufactures, services and markets mobile telescopic cranes, tower cranes, lattice boom crawler cranes, lattice boom truck cranes, truck-mounted cranes (boom trucks) and specialized port and rail equipment, including straddle and sprinter carriers, gantry cranes, mobile harbor cranes, ship-to-shore cranes, reach stackers, lift trucks and forklifts, as well as their related replacement parts and components. Cranes products are used primarily for construction, repair and maintenance of commercial buildings, manufacturing facilities and infrastructure and material handling at port and railway facilities.

The MHPS segment designs, manufactures, services and markets industrial cranes, crane components, harbor cranes and terminal automation technology. The segment operates an extensive global sales and service network. Customers use these products for material handling at manufacturing and port facilities. This segment information is included from August 16, 2011, the date of acquisition of a majority interest in the shares of Demag Cranes AG. See Note H - “Acquisitions.”

The MP segment designs, manufactures and markets materials processing equipment, including crushers, washing systems, screens, apron feeders, wood chippers and related components and replacement parts. Construction, quarrying, mining and government customers use MP products in construction and infrastructure projects and various quarrying and mining applications.

The Company assists customers in their rental, leasing and acquisition of its products through Terex Financial Services (“TFS”). TFS utilizes its equipment and financial leasing experience to provide a variety of financing solutions to the Company's customers when they purchase equipment manufactured by the Company.

Business segment information is presented below (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net Sales
AWP	$	448.7		$	282.2		$	1,312.6		$	733.5
Construction	395.4			284.7			1,096.6			765.0
Cranes	543.6			368.7			1,406.0			1,231.5
MHPS	256.0			—			256.0			—
MP	171.1			143.6			512.0			387.3
Corporate and Other / Eliminations	(11.2		)	(3.4		)	(35.2		)	(25.7		)
Total	$	1,803.6		$	1,075.8		$	4,548.0		$	3,091.6
Income (loss) from Operations
AWP	$	27.0		$	14.0		$	60.1		$	(8.2	)
Construction	(6.4		)	(7.7		)	(15.6		)	(47.7		)
Cranes	25.9			3.9			(30.6		)	17.8
MHPS	(2.6		)	—			(2.6		)	—
MP	12.4			10.3			45.8			19.2
Corporate and Other / Eliminations	(3.7		)	(16.9		)	(7.0		)	(54.4		)
Total	$	52.6		$	3.6		$	50.1		$	(73.3	)

	September 30, 2011			December 31, 2010
Identifiable Assets
AWP	$	888.2		$	837.2
Construction	1,263.9			1,186.8
Cranes	2,251.0			2,227.8
MHPS	2,354.2			—
MP	932.7			913.2
Corporate and Other / Eliminations	(363.3		)	351.4
Total	$	7,326.7		$	5,516.4

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2011

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis under the provisions of ASC 820 include interest rate swap and foreign currency forward contracts discussed in Note J - “Derivative Financial Instruments.”  These contracts are valued using a market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.  ASC 820 establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs).  The hierarchy consists of three levels:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

Determining which category an asset or liability falls within this hierarchy requires judgment.  The Company evaluates its hierarchy disclosures each quarter.  As discussed in Note J - “Derivative Financial Instruments,” the Company has two types of derivative instruments that it records at fair value on a recurring basis: the interest rate swap and foreign exchange contracts.  The interest rate swap is categorized under Level 2 of the hierarchy above and is recorded at September 30, 2011 and December 31, 2010 as an asset of $46.1 million and $39.3 million, respectively.  The foreign exchange contracts designated as hedging instruments are categorized under Level 1 of the hierarchy above and are recorded at September 30, 2011 and December 31, 2010 as a liability of $4.2 million and $3.3 million, respectively.  The fair values of these foreign exchange forward contracts are based on quoted forward foreign exchange prices at the reporting date. The fair value of the interest rate swap agreement is based on LIBOR yield curves at the reporting date.  The fair values of these contracts are based on the contract rate specified at the anticipated contracts' settlement date and quoted forward foreign exchange prices at the reporting date.

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LONG-TERM OBLIGATIONS (Details)	3 Months Ended		9 Months Ended					7 Months Ended	9 Months Ended		0 Months Ended	9 Months Ended	1 Months Ended		9 Months Ended			9 Months Ended					1 Months Ended	3 Months Ended			58 Months Ended	61 Months Ended										51 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Dec. 31, 2010 USD ($)	Nov. 25, 2003	Aug. 05, 2011 Maximum [Member] 2011 Credit Agreement [Member] Term Loan [Member] USD ($)	Dec. 31, 2009 10-7/8% Senior Notes due June 1, 2016 [Member] USD ($)	Sep. 30, 2011 10-7/8% Senior Notes due June 1, 2016 [Member] USD ($) factor	Jun. 03, 2009 10-7/8% Senior Notes due June 1, 2016 [Member] USD ($)	Jun. 03, 2009 4% Convertible Senior Subordinated Notes due June 1, 2015 [Member] USD ($)	Sep. 30, 2011 4% Convertible Senior Subordinated Notes due June 1, 2015 [Member] USD ($) factor	Jan. 31, 2011 7-3/8% Senior Subordinated Notes due January 15, 2014 [Member] USD ($)	Jan. 31, 2009 7-3/8% Senior Subordinated Notes due January 15, 2014 [Member]	Sep. 30, 2011 7-3/8% Senior Subordinated Notes due January 15, 2014 [Member] USD ($)	Jan. 18, 2011 7-3/8% Senior Subordinated Notes due January 15, 2014 [Member]	Nov. 25, 2003 7-3/8% Senior Subordinated Notes due January 15, 2014 [Member] USD ($)	Sep. 30, 2011 8% Senior Subordinated Notes due November 15, 2017 [Member] USD ($) factor	Nov. 13, 2007 8% Senior Subordinated Notes due November 15, 2017 [Member] USD ($)	Dec. 31, 2010 2006 Credit Agreement [Member] USD ($)	Dec. 31, 2010 Additional Arrangements under Credit Facility [Member] USD ($)	Aug. 05, 2011 2011 Credit Agreement [Member] Revolving loan, term loan or combination [Member] USD ($)	Sep. 30, 2011 2011 Credit Agreement [Member] USD ($)	Jun. 30, 2012 2011 Credit Agreement [Member]	Mar. 31, 2012 2011 Credit Agreement [Member]	Dec. 31, 2011 2011 Credit Agreement [Member]	Apr. 28, 2017 2011 Credit Agreement [Member]	Apr. 28, 2017 2011 Credit Agreement [Member]	Aug. 05, 2011 2011 Credit Agreement [Member] USD ($)	Aug. 05, 2011 2011 Credit Agreement - revolving credit facility [Member] USD ($)	Aug. 05, 2011 2011 Credit Agreement - domestic revolving line of credit [Member] USD ($)	Aug. 05, 2011 2011 Credit Agreement - multicurrency revolving line of credit [Member] USD ($)	Sep. 30, 2011 Term Loan [Member] USD ($) factor	Aug. 05, 2011 Term Loan [Member] USD ($)	Sep. 30, 2011 Term Loan Euro [Member] USD ($) factor	Aug. 05, 2011 Term Loan Euro [Member] EUR (€)	Sep. 30, 2011 2011 Credit Agreement Additional Arrangements [Member] USD ($)	Nov. 18, 2015 Demag Credit Agreement [Member]	Sep. 30, 2011 Demag Credit Agreement [Member] USD ($)	Aug. 16, 2011 Demag Credit Agreement [Member] EUR (€)	Aug. 16, 2011 Letter of Credit [Member] EUR (€)	Sep. 30, 2011 Demag Additional Arrangements [Member] USD ($)	Sep. 30, 2011 Bilateral Arrangements [Member] USD ($)	Dec. 31, 2010 Bilateral Arrangements [Member] USD ($)
Debt Instrument
Line of Credit Facility, Amount Outstanding	$ 36,100,000		$ 36,100,000																				$ 720,700,000											$ 460,100,000		€ 200,000,000			$ 167,300,000
Debt, Weighted Average Interest Rate																																							3.29%
Debt Instrument Covenant Minimum Interest Coverage Ratio																							1.4		2	1.6		2.5
Debt Instrument Covenant Senior Secured Debt Leverage Ratio Maximum																							4	2.5	3	3.5	2.25
Interest rate of debt securities (as a percent)									10.875%			4.00%			7.375%			8.00%
Subordinated Debt																	300,000,000	800,000,000	800,000,000
Convertible Subordinated Debt												135,200,000
Secured Debt									295,200,000																								455,600,000		265,100,000
Debt Instrument Covenant Consolidated Cash Flow Coverage Ratio Actual									2
Revolving line of credit available borrowing capacity																														500,000,000	250,000,000	250,000,000								200,000,000	150,000,000
Proceeds from issuance of long-term debt			740,600,000	0				293,000,000
Current incremental loan commitments available under the Credit Agreement							100,000,000															250,000,000
Principal amount of debt extinguished													297,600,000
Loss on early extinguishment of debt	1,400,000	0	7,700,000	0
Maximum amount of letters of credit available under the Credit Agreement																													250,000,000											40,000,000
Net Debt To Ebitda Ratio																																						2.75
Ebitda To Net Interest Payable Ratio																																						4
Outstanding letters of credit	272,900,000		272,900,000		188,800,000															46,600,000	9,200,000		52,100,000														2,400,000		29,200,000			44,400,000	108,700,000	132,900,000
Letters of Credit Maximum Available under Additional Facilities																													100,000,000
Line of Credit Facility, Remaining Borrowing Capacity																																							71,200,000
Percentage of capital stock of foreign subsidiary pledged as collateral for borrowings (as a percent)																							65.00%
Principal of debt issued										300,000,000	172,500,000
Percentage of par value at which debt was issued (as a percent)									97.633%
Initial redemption price of debt instrument as a percentage of the principal amount (as a percent)									105.438%									104.00%
Initial conversion rate of shares per $1000 principal amount of convertible notes (in shares)											61.5385
Principal amount used for debt instrument conversion ratio												1,000			1,000
Conversion price of convertible notes (in dollars per share)												$ 16.25
Carrying value of the equity component of convertible debt											54,300,000
Deferred tax liability on equity component of debt											19,400,000
Interest expense on convertible debt												11,100,000
Percentage of principal amount received by the holders on surrender of senior notes (as a percent)														103.688%
Total cash paid on extinguishment of debt													312,300,000
Call premium paid for extinguishment of debt (as a percent)																1.229%
Accrued interest per $1000 principal amount of debt paid on early extinguishment of debt													36.875
Debt Instrument Market Quote									1.0800			0.9800						0.9300															0.9825		0.9650
Long-term Debt, Fair Value									319,000,000			132,000,000						744,000,000															448,000,000		256,000,000
Cash paid to extinguish debt															3,600,000
Non Cash charges in connection with extinguishment of debt															$ 4,100,000
Discounted amount Senior Sub Notes						7.50%

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STOCKHOLDERS' EQUITY Details 4 (Details) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011
Noncontrolling Interest [Line Items]
Stockholders' Equity Attributable to Noncontrolling Interest, Beginning of period	$ 28.2
Net Income (Loss) Attributable to Noncontrolling Interest, Other	(5.3)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest	1.7
Noncontrolling Interest, Increase from Business Combination	253.6
Noncontrolling Interest, Decrease from Deconsolidation	(0.3)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	(0.8)
Stockholders' Equity Attributable to Noncontrolling Interest, end of period	$ 277.1

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LONG-TERM OBLIGATIONS LONG TERM OBLIGATIONS (Tables)

9 Months Ended

Sep. 30, 2011

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Based on indicative price quotations from financial institutions multiplied by the amount recorded on the Company’s Condensed Consolidated Balance Sheet  (“Book Value”), the Company estimates the fair values (“FV”) of its debt set forth below as of September 30, 2011, as follows (in millions, except for quotes):

	Book Value		Quote		FV
8% Notes	$	800.0	$	0.93000	$	744
4% Convertible Notes (net of discount)	$	135.2	$	0.98000	$	132
10-7/8% Notes	$	295.2	$	1.08000	$	319
2011 Credit Agreement Term Loan (net of discount) - USD	$	455.6	$	0.98250	$	448
2011 Credit Agreement Term Loan (net of discount) - EUR	$	265.1	$	0.96500	$	256

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LITIGATION AND CONTINGENCIES

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

LITIGATION AND CONTINGENCIES

LITIGATION AND CONTINGENCIES

General

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial and intellectual property litigation, which have arisen in the normal course of operations. The Company is insured for product liability, general liability, workers’ compensation, employer’s liability, property damage and other insurable risk required by law or contract, with retained liability or deductibles. The Company has recorded and maintains an estimated liability in the amount of management’s estimate of the Company’s aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and that the likelihood of a material loss beyond the amounts accrued is remote except for those cases disclosed below where the Company includes a range of the possible loss. The Company believes that the outcome of such matters will not have a material adverse effect on its consolidated financial position. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations.

ERISA, Securities and Stockholder Derivative Lawsuits

The Company has received complaints seeking certification of class action lawsuits in an ERISA lawsuit, a securities lawsuit and a stockholder derivative lawsuit as follows:

• A consolidated complaint in the ERISA lawsuit was filed in the United States District Court, District of Connecticut on September 20, 2010 and is entitled In Re Terex Corp. ERISA Litigation.

• A consolidated class action complaint for violations of securities laws in the securities lawsuit was filed in the United States District Court, District of Connecticut on November 18, 2010 and is entitled Sheet Metal Workers Local 32 Pension Fund and Ironworkers St. Louis Council Pension Fund, individually and on behalf of all others similarly situated v. Terex Corporation, et al.

• A stockholder derivative complaint for violation of the Securities and Exchange Act of 1934, breach of fiduciary duty, waste of corporate assets and unjust enrichment was filed on April 12, 2010 in the United States District Court, District of Connecticut and is entitled Peter Derrer, derivatively on behalf of Terex Corporation v. Ronald M. DeFeo, Phillip C. Widman, Thomas J. Riordan, G. Chris Andersen, Donald P. Jacobs, David A. Sachs, William H. Fike, Donald DeFosset, Helge H. Wehmeier, Paula H.J. Cholmondeley, Oren G. Shaffer, Thomas J. Hansen, and David C. Wang, and Terex Corporation.

These lawsuits generally cover the period from February 2008 to February 2009 and allege, among other things, that certain of the Company's SEC filings and other public statements contained false and misleading statements which resulted in damages to it, the plaintiffs and the members of the purported class when they purchased the Company's securities and in the ERISA lawsuit and the stockholder derivative complaint, that there were breaches of fiduciary duties and of ERISA disclosure requirements.  The stockholder derivative complaint also alleges waste of corporate assets relating to the repurchase of the Company's shares in the market and unjust enrichment as a result of securities sales by certain officers and directors. The complaints all seek, among other things, unspecified compensatory damages, costs and expenses. As a result, it is not possible for the Company to estimate a loss or range of losses for these lawsuits. The stockholder derivative complaint also seeks amendments to the Company's corporate governance procedures in addition to unspecified compensatory damages from the individual defendants in its favor.

The Company believes that the allegations in the suits are without merit, and Terex, its directors and the named executives will continue to vigorously defend against them.  The Company believes that it has acted, and continues to act, in compliance with federal securities laws and ERISA law with respect to these matters.  Accordingly, on November 19, 2010 the Company filed a motion to dismiss the ERISA lawsuit and on January 18, 2011 the Company filed a motion to dismiss the securities lawsuit.  These motions are currently in the briefing stage and pending before the court.  The plaintiff in the shareholder derivative lawsuit has agreed with the Company to put this lawsuit on hold pending the outcome of the motion to dismiss in connection with the securities lawsuit.

Powerscreen Patent Infringement Lawsuit

On December 6, 2010, the Company received an adverse jury verdict in the amount of approximately $16 million in a patent infringement lawsuit brought against Powerscreen International Distribution Limited (“Powerscreen”) and Terex by Metso Minerals Inc. (“Metso”) in the United States District Court for the Eastern District of New York. Metso has made a motion to also receive attorneys' fees and pre- and post-judgment interest and to receive treble damages on all such amounts. The lawsuit involved the claim by Metso that the folding side conveyor of Powerscreen screening plants violates a patent held by Metso in the United States.  The Company does not agree that the accused Powerscreen mobile screening plants or their folding conveyor infringe the subject patent held by Metso. These types of patent cases are very complex and the Company strongly believes that the verdict is contrary to both the law and the facts. As of the date of this filing, post-trial motions are pending and final judgment has not been entered. Upon entry of a final judgment, the Company intends to appeal the verdict and believes that it will ultimately prevail on appeal. This verdict only relates to certain models of Powerscreen mobile screening plants with the alleged infringing folding side conveyor design sold in the United States. An injunction has also been issued preventing the Company from marketing or selling the alleged infringing folding side conveyor in the United States. As a result, the Company is now selling the affected models of Powerscreen mobile screening plants with a new design. The Company does not expect this verdict will have a material impact on its consolidated business or overall operating results. However, the outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities, which could have a material adverse effect on its results of operations.

Post-Closing Dispute with Bucyrus

See Note D - "Discontinued Operations" for further information on the Company's dispute with Bucyrus regarding the calculation of the value of the net assets of the Mining business.

Other

The Company is involved in various other legal proceedings, including workers’ compensation liability and intellectual property litigation, which have arisen in the normal course of its operations.  The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

The Company’s outstanding letters of credit totaled $272.9 million at September 30, 2011.  The letters of credit generally serve as collateral for certain liabilities included in the Consolidated Balance Sheet.  Certain of the letters of credit serve as collateral guaranteeing the Company’s performance under contracts.

The Company has a letter of credit outstanding covering losses related to two former subsidiaries’ workers’ compensation obligations.  The Company has recorded liabilities for these contingent obligations in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

Credit Guarantees

Customers of the Company from time to time may fund the acquisition of the Company’s equipment through third-party finance companies.  In certain instances, the Company may provide a credit guarantee to the finance company, by which the Company agrees to make payments to the finance company should the customer default.  The maximum liability of the Company generally is limited to the finance company’s net exposure to the customer at the time of default.  In the event of customer default, the Company is generally able to recover and dispose of the equipment at a minimum loss, if any, to the Company.

As of September 30, 2011 and December 31, 2010, the Company’s maximum exposure to such credit guarantees was $143.9 million and $211.1 million, respectively, including total guarantees issued by Terex Demag GmbH, part of the Cranes segment, of $65.9 million and $113.5 million, respectively; Sichuan Changjiang Engineering Crane Co., Ltd, part of the Cranes segment, of $41.2 million and $53.2 million, respectively; and Genie Holdings, Inc. and its affiliates (“Genie”), part of the AWP segment, of $25.8 million and $31.1 million, respectively. The terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years. Given the Company’s position as the original equipment manufacturer and its knowledge of end markets, the Company, when called upon to fulfill a guarantee, generally has been able to liquidate the financed equipment at a minimal loss, if any, to the Company.

There can be no assurance that historical credit default experience will be indicative of future results.  The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in effect at the time of loss.

Residual Value and Buyback Guarantees

The Company issues residual value guarantees under sales-type leases.  A residual value guarantee involves a guarantee that a piece of equipment will have a minimum fair market value at a future date.  The maximum exposure for residual value guarantees issued by the Company totaled $12.5 million and $13.4 million as of September 30, 2011 and December 31, 2010, respectively.  The Company is generally able to mitigate some of the risk associated with these guarantees because the maturity of the guarantees is staggered, limiting the amount of used equipment entering the marketplace at any one time.

The Company from time to time guarantees that it will buy equipment from its customers in the future at a stated price if certain conditions are met by the customer.  Such guarantees are referred to as buyback guarantees.  These conditions generally pertain to the functionality and state of repair of the machine.  As of September 30, 2011 and December 31, 2010, the Company’s maximum exposure pursuant to buyback guarantees was $120.6 million and $102.1 million, respectively, including total guarantees issued by Genie of $57.4 million and $97.4 million, respectively. Included in the September 30, 2011 amount are guarantees issued by entities in the MHPS segment of $59.1 million. The Company is generally able to mitigate some of the risk of these guarantees by staggering the timing of the buybacks and through leveraging its access to the used equipment markets provided by the Company’s original equipment manufacturer status.

The Company has recorded an aggregate liability within Other current liabilities and Retirement plans and other in the Condensed Consolidated Balance Sheet of approximately $13 million and $19 million as of September 30, 2011 and December 31, 2010, respectively, for the estimated fair value of all guarantees provided.

There can be no assurance that the Company's historical experience in used equipment markets will be indicative of future results.  The Company's ability to recover losses experienced from its guarantees may be affected by economic conditions in the used equipment markets at the time of loss.

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CONSOLIDATED STATEMENT OF INCOME (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Net sales	$ 1,803.6	$ 1,075.8	$ 4,548.0	$ 3,091.6
Cost of goods sold	(1,528.0)	(911.9)	(3,890.3)	(2,674.3)
Gross profit	275.6	163.9	657.7	417.3
Selling, general and administrative expenses	(223.0)	(160.3)	(607.6)	(490.6)
Income (loss) from operations	52.6	3.6	50.1	(73.3)
Other income (expense):
Interest income	3.2	2.8	8.3	5.9
Interest expense	(37.1)	(36.1)	(93.2)	(107.4)
Loss on early extinguishment of debt	(1.4)	0	(7.7)	0
Other income (expense) - net	50.0	(21.5)	136.5	(25.9)
Income (loss) from continuing operations before income taxes	67.3	(51.2)	94.0	(200.7)
(Provision for) benefit from income taxes	(34.2)	(38.6)	(56.5)	21.9
Income (loss) from continuing operations	33.1	(89.8)	37.5	(178.8)
(Loss) Income from discontinued operations - net of tax	0	(3.4)	5.8	(7.1)
(Loss) gain on disposition of discontinued operations - net of tax	0	(1.5)	(0.5)	593.9
Net (loss) income	33.1	(94.7)	42.8	408.0
Income (Loss) from Continuing Operations Attributable to Noncontrolling Interest	3.8	(1.1)	5.3	(4.2)
Net (loss) income attributable to Terex Corporation	36.9	(95.8)	48.1	403.8
Amounts attributable to Terex Corporation common stockholders:
Income (loss) from continuing operations	36.9	(90.9)	42.8	(183.0)
(Loss) Income from discontinued operations - net of tax	0	(3.4)	5.8	(7.1)
(Loss) gain on disposition of discontinued operations - net of tax	0	(1.5)	(0.5)	593.9
Net (loss) income attributable to Terex Corporation	$ 36.9	$ (95.8)	$ 48.1	$ 403.8
Basic Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
Income (loss) from continuing operations (in dollars per share)	$ 0.34	$ (0.84)	$ 0.39	$ (1.68)
(Loss) income from discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.03)	$ 0.05	$ (0.07)
(Loss) gain on disposition of discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ 5.47
Net income (loss) attributable to Terex Corporation (in dollars per share)	$ 0.34	$ (0.88)	$ 0.44	$ 3.72
Diluted Earnings (Loss) per Share Attributable to Terex Corporation Common Stockholders:
Income (loss) from continuing operations (in dollars per share)	$ 0.33	$ (0.84)	$ 0.38	$ (1.68)
(Loss) income from discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.03)	$ 0.05	$ (0.07)
(Loss) gain on disposition of discontinued operations - net of tax (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ 5.47
Net income (loss) attributable to Terex Corporation (in dollars per share)	$ 0.33	$ (0.88)	$ 0.43	$ 3.72
Weighted average number of shares outstanding in per share calculation
Basic (in shares)	109.6	108.8	109.5	108.6
Diluted (in shares)	110.3	108.8	110.8	108.6

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2011

Stockholders' Equity Note [Abstract]

Schedule of accumulated other comprehensive income (loss)

Total non-stockholder changes in equity were as follows (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Net income	$	33.1		$	(94.7	)	$	42.8		$	408.0
Other comprehensive income (loss):
Pension liability adjustment	1.1			(0.5		)	1.8			18.2
Translation adjustment	(170.1		)	188.9			(47.9		)	(42.6		)
Equity security adjustment	(52.8		)	82.2			(101.0		)	25.3
Derivative hedging adjustment	(6.1		)	0.9			(1.3		)	3.9
Comprehensive income (loss)	(194.8		)	176.8			(105.6		)	412.8
Comprehensive loss (income) attributable to     noncontrolling interest	2.1			(1.1		)	3.6			(4.2		)
Comprehensive income (loss) attributable to     Terex Corporation	$	(192.7	)	$	175.7		$	(102.0	)	$	408.6

Schedule of weighted-average assumptions used in the valuations

The following table presents the weighted-average assumptions used in the valuation:

Dividend yields	—	%
Expected volatility	80.29	%
Risk free interest rate	1.04	%
Expected life (in years)	2.78

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]

The following table provides a reconciliation of noncontrolling interest from the beginning of the current year through September 30, 2011 (in millions).

Balance at December 31, 2010	$	28.2
Net income	(5.3		)
Translation adjustment	1.7
Acquisition	253.6
Divestiture	(0.3		)
Purchase of noncontrolling interest	(0.8		)
Balance at September 30, 2011	$	277.1

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GOODWILL (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2011
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	$ 997.7
Balance at the beginning of the period, accumulated impairment on goodwill	(504.8)
Balance at the beginning of the period, goodwill net	492.9
Acquisitions	867.3
Foreign exchange effect and other	(57.5)
Balance at the end of the period, goodwill gross	1,807.5
Balance at the end of the period, accumulated impairment on goodwill	(504.8)
Balance at the end of the period, goodwill net	1,302.7
Aerial Work Platforms
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	149.6
Balance at the beginning of the period, accumulated impairment on goodwill	(42.8)
Balance at the beginning of the period, goodwill net	106.8
Acquisitions	0
Foreign exchange effect and other	(0.1)
Balance at the end of the period, goodwill gross	149.5
Balance at the end of the period, accumulated impairment on goodwill	(42.8)
Balance at the end of the period, goodwill net	106.7
Construction
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	438.8
Balance at the beginning of the period, accumulated impairment on goodwill	(438.8)
Balance at the beginning of the period, goodwill net	0
Acquisitions	0
Foreign exchange effect and other	0
Balance at the end of the period, goodwill gross	438.8
Balance at the end of the period, accumulated impairment on goodwill	(438.8)
Balance at the end of the period, goodwill net	0
Cranes
Goodwill by business segment
Fair value exceeding the carrying value (as a percent)	32.00%
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	212.4
Balance at the beginning of the period, accumulated impairment on goodwill	0
Balance at the beginning of the period, goodwill net	212.4
Acquisitions	0
Foreign exchange effect and other	(1.3)
Balance at the end of the period, goodwill gross	211.1
Balance at the end of the period, accumulated impairment on goodwill	0
Balance at the end of the period, goodwill net	211.1
Material Handling & Port Solutions [Member]
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	0
Balance at the beginning of the period, accumulated impairment on goodwill	0
Balance at the beginning of the period, goodwill net	0
Acquisitions	865.4
Foreign exchange effect and other	(55.9)
Balance at the end of the period, goodwill gross	809.5
Balance at the end of the period, accumulated impairment on goodwill	0
Balance at the end of the period, goodwill net	809.5
Materials Processing
Changes in goodwill by business segment
Balance at the beginning of the period, goodwill gross	196.9
Balance at the beginning of the period, accumulated impairment on goodwill	(23.2)
Balance at the beginning of the period, goodwill net	173.7
Acquisitions	1.9
Foreign exchange effect and other	(0.2)
Balance at the end of the period, goodwill gross	198.6
Balance at the end of the period, accumulated impairment on goodwill	(23.2)
Balance at the end of the period, goodwill net	$ 175.4

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LITIGATION AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended																	1 Months Ended
	Sep. 30, 2011 segments days former_subsidiaries derivative_instrument	Dec. 31, 2010	Sep. 30, 2011 Aerial Work Platforms Credit Guarantee Genie Holdings Inc.	Dec. 31, 2010 Aerial Work Platforms Credit Guarantee Genie Holdings Inc.	Sep. 30, 2011 Cranes Credit Guarantee Terex Demag GmbH	Dec. 31, 2010 Cranes Credit Guarantee Terex Demag GmbH	Sep. 30, 2011 Cranes Credit Guarantee Sichuan Changjiang Engineering Crane Co., Ltd	Dec. 31, 2010 Cranes Credit Guarantee Sichuan Changjiang Engineering Crane Co., Ltd	Sep. 30, 2011 Credit Guarantee	Dec. 31, 2010 Credit Guarantee	Sep. 30, 2011 Residual Value Guarantee	Dec. 31, 2010 Residual Value Guarantee	Sep. 30, 2011 Material Handling & Port Solutions [Member] Buyback Guarantee	Sep. 30, 2011 Buyback Guarantee	Dec. 31, 2010 Buyback Guarantee	Sep. 30, 2011 Buyback Guarantee Genie Holdings Inc.	Dec. 31, 2010 Buyback Guarantee Genie Holdings Inc.	Dec. 31, 2010 Powerscreen International Distribution Limited
Loss Contingencies and Guarantee Obligations
Loss contingency, damages sought, value																		$ 16
Outstanding letters of credit	272.9	188.8
Number of former subsidiaries, for which letters of credit are outstanding to cover their losses related to workers compensation obligation	2
Guarantees, maximum terms	5 years
Guarantees, maximum exposure			25.8	31.1	65.9	113.5	41.2	53.2	143.9	211.1	12.5	13.4	59.1	120.6	102.1	57.4	97.4
Fair value of all guarantees recorded in other current liabilities and retirement plans	$ 13	$ 19

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PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Property, plant and equipment.
Gross property, plant and equipment	$ 1,273.8	$ 922.3
Less: Accumulated depreciation	(394.5)	(348.8)
Net property, plant and equipment	879.3	573.5
Property
Property, plant and equipment.
Gross property, plant and equipment	123.2	78.4
Plant
Property, plant and equipment.
Gross property, plant and equipment	458.8	316.8
Equipment
Property, plant and equipment.
Gross property, plant and equipment	$ 691.8	$ 527.1

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ACQUISITIONS (Details)	3 Months Ended		9 Months Ended		0 Months Ended		1 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended				1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Aug. 16, 2011 DemagAG [Member] USD ($)	Aug. 16, 2011 DemagAG [Member] EUR (€)	Sep. 30, 2011 DemagAG [Member] USD ($)	Sep. 30, 2011 DemagAG [Member] USD ($)	Sep. 30, 2010 DemagAG [Member] USD ($)	Sep. 30, 2011 DemagAG [Member] USD ($)	Sep. 30, 2010 DemagAG [Member] USD ($)	Sep. 30, 2011 Materials Processing Member USD ($)	Sep. 30, 2010 Materials Processing Member USD ($)	Sep. 30, 2011 Materials Processing Member USD ($)	Sep. 30, 2010 Materials Processing Member USD ($)	May 31, 2011 Materials Processing Member USD ($)	Sep. 30, 2011 Aerial Work Platforms Member USD ($)	Sep. 30, 2010 Aerial Work Platforms Member USD ($)	Sep. 30, 2011 Aerial Work Platforms Member USD ($)	Sep. 30, 2010 Aerial Work Platforms Member USD ($)	Oct. 31, 2011 Aerial Work Platforms Member USD ($)	Dec. 31, 2010 AWP, Cranes and MP segments USD ($)	Sep. 30, 2011 Material Handling & Port Solutions [Member] USD ($)	Sep. 30, 2011 Material Handling & Port Solutions [Member] USD ($)	Sep. 30, 2010 Material Handling & Port Solutions [Member] USD ($)	Sep. 30, 2010 Material Handling & Port Solutions [Member] USD ($)
Business acquisition
Net sales								$ 1,910,100,000	$ 1,335,300,000	$ 5,336,500,000	$ 3,916,400,000
Business Combination, Integration Related Costs							4,100,000
Business Acquisition, Entity Acquired and Reason for Acquisition [Abstract]
Business Acquisition, Percentage of Voting Interests Acquired					82.00%	82.00%
Business Acquisition, Date of Acquisition [Abstract]
Business Acquisition, Effective Date of Acquisition					August 16, 2011	August 16, 2011
Business Acquisition, Percentage of Voting Interests Acquired Through Tender Offer					81.00%	81.00%
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Business Acquisition, Cost of Acquired Entity, Cash Paid					1,100,000,000
Increased Tender Offer Price [in Euros per share]						€ 45.50
Aggregate purchase price																5,000,000					25,000,000	35,000,000
Business Combination, Step Acquisition [Abstract]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage					1.00%	1.00%
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value					14,600,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain (Loss), Net								3,000,000
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net [Abstract]
Current assets					853,000,000
Property, plant and equipment					333,100,000
Intangible assets not subject to amortization					125,000,000
Amortizable Intangible Assets					300,500,000
Other assets					50,500,000
Goodwill					865,400,000
Total assets acquired					2,527,500,000
Current Liabilities					502,300,000
Long-term debt					169,500,000
Postemployment benefit obligation					182,600,000
Other noncurrent liabilities					283,000,000
Total liabilities assumed					1,137,400,000
Net assets acquired					1,390,100,000
Business Acquisition, Pro Forma Information [Abstract]
Net sales	1,803,600,000	1,075,800,000	4,548,000,000	3,091,600,000								171,100,000	143,600,000	512,000,000	387,300,000		448,700,000	282,200,000	1,312,600,000	733,500,000			256,000,000	256,000,000	0	0
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual							35,400,000
Net sales								1,910,100,000	1,335,300,000	5,336,500,000	3,916,400,000
Net Income from consolidated operations								(49,300,000)	(112,100,000)	(64,300,000)	349,600,000
Basic Earnings per common share attributable to Demag AG shareholders								$ (0.45)	$ (1.03)	$ (0.59)	$ 3.22
Diluted Earnings per common share attributable to Demag AG shareholders								$ (0.45)	$ (1.03)	$ (0.59)	$ 3.22
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest [Abstract]
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value					251,200,000
Transaction-related costs								$ 14,200,000		$ 16,200,000

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RESTRUCTURING AND OTHER CHARGES (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended			3 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended								1 Months Ended	3 Months Ended	9 Months Ended	1 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011 Aerial Work Platforms	Sep. 30, 2011 Construction	Sep. 30, 2011 Construction	Sep. 30, 2011 Construction Cost of Sales [Member]	Sep. 30, 2011 Construction Operating Expense [Member]	Sep. 30, 2011 Cranes	Sep. 30, 2010 Port Equipment Business Member teammembers	Jun. 30, 2011 Other Cranes Member [Member] teammembers	Sep. 30, 2011 Other Cranes Member [Member] Cost of Sales [Member]	Sep. 30, 2011 Other Cranes Member [Member] Operating Expense [Member]	Sep. 30, 2011 Materials Processing	Sep. 30, 2011 Cedarapids [Member] teammembers	Sep. 30, 2011 Cedarapids [Member] Cost of Sales [Member]	Sep. 30, 2011 Cedarapids [Member] Operating Expense [Member]	Sep. 30, 2011 Pegson [Member] teammembers	Sep. 30, 2011 Eliminations/Corporate	Sep. 30, 2011 Material Handling & Port Solutions [Member]	Sep. 30, 2011 Material Handling & Port Solutions [Member]	Sep. 30, 2011 Material Handling & Port Solutions [Member]	Sep. 30, 2011 Material Handling & Port Solutions [Member] Operating Expense [Member]	Sep. 30, 2011 Employee Termination Costs	Sep. 30, 2011 Facility Exit Costs	Sep. 30, 2011 Asset Disposal and Other Costs	Sep. 30, 2011 Cost of Sales [Member]	Sep. 30, 2010 Cost of Sales [Member]	Sep. 30, 2011 Operating Expense [Member]	Sep. 30, 2010 Operating Expense [Member]
Restructuring Cost and Reserve [Line Items]
Amount incurred	$ 24.1		$ 0		$ 1.2	$ 0.6	$ 0.6	$ 16.3	$ 11.4		$ 11.2	$ 4.2	$ 2.5		$ 2.3	$ 0.1		$ 0.1		$ 4.0		$ 4.0	$ 21.5	$ 0	$ 2.6	$ 15.2	$ 14.0	$ 8.9	$ 7.2
Total amount expected to be incurred				1.2						16.6				5.7			6.4		4.0
Restructuring and Related Cost, Expected Number of Positions Eliminated				5					149	232				186			215		10
Cumulative amount incurred	119.1		23.6		38.7			33.0					13.6					6.2			4.0		94.4	10.5	14.2
Asset impairment costs included in restructuring costs	2.2	8.0
Roll forward of the restructuring reserve by type of restructuring activity
Restructuring reserve balance at the beginning of the period	12.5																						9.8	1.6	1.1
Restructuring charges	21.3																						21.2	0	0.1
Cash expenditures	(6.4)																						(4.8)	0	(1.6)
Restructuring reserve balance at the end of the period	$ 27.4																						$ 26.2	$ 1.6	$ (0.4)

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CONSOLIDATING FINANCIAL STATEMENTS (Tables)

9 Months Ended

Sep. 30, 2011

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed consolidating income statement

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	88.4		$	580.3		$	1,330.4		$	(195.5	)	$	1,803.6
Cost of goods sold	(80.3		)	(516.2		)	(1,127.0		)	195.5			(1,528.0		)
Gross profit	8.1			64.1			203.4			—			275.6
Selling, general and administrative expenses	5.8			(58.7		)	(170.1		)	—			(223.0		)
Income (loss) from operations	13.9			5.4			33.3			—			52.6
Interest income	0.1			0.1			3.0			—			3.2
Interest expense	(24.5		)	—			(12.6		)	—			(37.1		)
(Loss) income from subsidiaries	8.5			—			—			(8.5		)	—
Loss on early extinguishment of debt	(1.4		)	—			—			—			(1.4		)
Other income (expense) - net	57.7			2.9			(10.6		)	—			50.0
Income (loss) from continuing operations before income taxes	54.3			8.4			13.1			(8.5		)	67.3
(Provision for) benefit from income taxes	(17.4		)	(2.6		)	(14.2		)	—			(34.2		)
Income (loss) from continuing operations	36.9			5.8			(1.1		)	(8.5		)	33.1
Loss from discontinued operations - net of tax	—			—			—			—			—
(Loss) gain on disposition of discontinued operations - net of tax	—			—			—			—			—
Net income (loss)	36.9			5.8			(1.1		)	(8.5		)	33.1
Net loss attributable to noncontrolling interest	—			—			3.8			—			3.8
Net income (loss) attributable to Terex Corporation	$	36.9		$	5.8		$	2.7		$	(8.5	)	$	36.9

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	263.0		$	1,747.8		$	3,112.5		$	(575.3	)	$	4,548.0
Cost of goods sold	(234.8		)	(1,541.2		)	(2,689.6		)	575.3			(3,890.3		)
Gross profit	28.2			206.6			422.9			—			657.7
Selling, general and administrative expenses	(7.5		)	(174.6		)	(425.5		)	—			(607.6		)
Income (loss) from operations	20.7			32.0			(2.6		)	—			50.1
Interest income	0.2			0.2			7.9			—			8.3
Interest expense	(74.3		)	(0.1		)	(18.8		)	—			(93.2		)
(Loss) income from subsidiaries	(5.1		)	—			—			5.1			—
Loss on early extinguishment of debt	(7.7		)	—			—			—			(7.7		)
Other income (expense) - net	145.0			(4.2		)	(4.3		)	—			136.5
Income (loss) from continuing operations before income taxes	78.8			27.9			(17.8		)	5.1			94.0
(Provision for) benefit from income taxes	(30.4		)	(8.8		)	(17.3		)	—			(56.5		)
Income (loss) from continuing operations	48.4			19.1			(35.1		)	5.1			37.5
Income from discontinued operations - net of tax	—			—			5.8			—			5.8
Loss on disposition of discontinued operations - net of tax	(0.3		)	—			(0.2		)	—			(0.5		)
Net income (loss)	48.1			19.1			(29.5		)	5.1			42.8
Net loss attributable to noncontrolling interest	—			—			5.3			—			5.3
Net income (loss) attributable to Terex Corporation	$	48.1		$	19.1		$	(24.2	)	$	5.1		$	48.1

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	64.1		$	431.6		$	729.6		$	(149.5	)	$	1,075.8
Cost of goods sold	(55.7		)	(373.7		)	(632.0		)	149.5			(911.9		)
Gross profit	8.4			57.9			97.6			—			163.9
Selling, general and administrative expenses	(19.0		)	(46.3		)	(95.0		)	—			(160.3		)
Income (loss) from operations	(10.6		)	11.6			2.6			—			3.6
Interest income	0.1			0.1			2.6			—			2.8
Interest expense	(27.1		)	(1.8		)	(7.2		)	—			(36.1		)
(Loss) income from subsidiaries	(52.6		)	—			—			52.6			—
Other income (expense) - net	(17.1		)	(0.6		)	(3.8		)	—			(21.5		)
(Loss) income from continuing operations before income taxes	(107.3		)	9.3			(5.8		)	52.6			(51.2		)
(Provision for) benefit from income taxes	28.1			3.1			(69.8		)	—			(38.6		)
(Loss) income from continuing operations	(79.2		)	12.4			(75.6		)	52.6			(89.8		)
Loss from discontinued operations – net of tax	(0.6		)	(0.4		)	(2.4		)	—			(3.4		)
(Loss) gain on disposition of discontinued operations - net of tax	(16.0		)	26.1			(11.6		)	—			(1.5		)
Net (loss) income	(95.8		)	38.1			(89.6		)	52.6			(94.7		)
Net income attributable to noncontrolling interest	—			—			(1.1		)	—			(1.1		)
Net (loss) income attributable to Terex Corporation	$	(95.8	)	$	38.1		$	(90.7	)	$	52.6		$	(95.8	)

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF INCOME

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations			Consolidated
Net sales	$	154.6		$	1,142.6		$	2,206.4		$	(412.0	)	$	3,091.6
Cost of goods sold	(145.2		)	(1,023.4		)	(1,917.7		)	412.0			(2,674.3		)
Gross profit	9.4			119.2			288.7			—			417.3
Selling, general and administrative expenses	(53.1		)	(139.1		)	(298.4		)	—			(490.6		)
Loss from operations	(43.7		)	(19.9		)	(9.7		)	—			(73.3		)
Interest income	0.8			0.2			4.9			—			5.9
Interest expense	(80.6		)	(5.3		)	(21.5		)	—			(107.4		)
Income (loss) from subsidiaries	371.1			—			—			(371.1		)	—
Other expense - net	(17.1		)	(1.5		)	(7.3		)	—			(25.9		)
(Loss) income from continuing operations before income taxes	230.5			(26.5		)	(33.6		)	(371.1		)	(200.7		)
Benefit from (provision for) income taxes	44.9			11.0			(34.0		)	—			21.9
(Loss) income from continuing operations	275.4			(15.5		)	(67.6		)	(371.1		)	(178.8		)
(Loss) income from discontinued operations – net of tax	(5.0		)	(5.1		)	3.0			—			(7.1		)
Gain on disposition of discontinued operations - net of tax	133.4			77.1			383.4			—			593.9
Net income (loss)	403.8			56.5			318.8			(371.1		)	408.0
Net income attributable to noncontrolling interest	—			—			(4.2		)	—			(4.2		)
Net income (loss) attributable to Terex Corporation	$	403.8		$	56.5		$	314.6		$	(371.1	)	$	403.8

Condensed consolidating balance sheet

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	157.6		$	2.2		$	525.1	$	—		$	684.9
Investments in marketable securities	1.8			—			0.9		—			2.7
Trade receivables - net	33.8			290.8			877.7		—			1,202.3
Intercompany receivables	9.2			126.5			69.0		(204.7		)	—
Inventories	76.4			388.4			1,428.7		—			1,893.5
Other current assets	138.3			48.6			201.5		—			388.4
Total current assets	417.1			856.5			3,102.9		(204.7		)	4,171.8
Property, plant and equipment - net	59.5			109.7			710.1		—			879.3
Goodwill	—			149.7			1,153.0		—			1,302.7
Non-current intercompany receivables	1,254.0			47.9			40.5		(1,342.4		)	—
Investment in and advances to (from) subsidiaries	2,775.1			(773.3		)	4,295.5		(6,237.1		)	60.2
Other assets	84.5			202.9			625.3		—			912.7
Total assets	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	—		$	—		$	74.6	$	—		$	74.6
Trade accounts payable	19.8			174.8			610.0		—			804.6
Intercompany payables	(59.5		)	38.6			225.6		(204.7		)	—
Accruals and other current liabilities	161.1			111.9			871.2		—			1,144.2
Total current liabilities	121.4			325.3			1,781.4		(204.7		)	2,023.4
Long-term debt, less current portion	1,276.5			—			965.5		—			2,242.0
Non-current intercompany payables	1,006.5			(966.7		)	1,302.6		(1,342.4		)	—
Retirement plans and other	194.1			35.9			562.5		—			792.5
Total stockholders’ equity	1,991.7			1,198.9			5,315.3		(6,237.1		)	2,268.8
Total liabilities and stockholders’ equity	$	4,590.2		$	593.4		$	9,927.3	$	(7,784.2	)	$	7,326.7

TEREX CORPORATION

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2010

(in millions)

	Terex Corporation		Wholly-owned Guarantors			Non-guarantor Subsidiaries		Intercompany Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	164.2	$	2.0		$	728.0	$	—		$	894.2
Investments in marketable securities	520.9		0.5			—		—			521.4
Trade receivables - net	22.9		208.7			550.9		—			782.5
Intercompany receivables	9.5		93.1			44.1		(146.7		)	—
Inventories	66.0		342.7			1,040.0		—			1,448.7
Other current assets	154.7		37.1			130.3		—			322.1
Total current assets	938.2		684.1			2,493.3		(146.7		)	3,968.9
Property, plant and equipment - net	54.6		112.5			406.4		—			573.5
Goodwill	—		154.1			338.8		—			492.9
Non-current intercompany receivables	709.3		48.6			39.1		(797.0		)	—
Investment in and advances to (from) subsidiaries	2,761.7		(504.3		)	2,721.5		(4,950.2		)	28.7
Other assets	69.6		187.3			195.5		—			452.4
Total assets	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4
Liabilities and Stockholders’ Equity
Current liabilities
Notes payable and current portion of long-term debt	$	297.2	$	0.2		$	49.4	$	—		$	346.8
Trade accounts payable	24.9		130.3			414.8		—			570.0
Intercompany payables	43.1		26.5			77.1		(146.7		)	—
Accruals and other current liabilities	127.6		87.2			542.6		—			757.4
Total current liabilities	492.8		244.2			1,083.9		(146.7		)	1,674.2
Long-term debt, less current portion	879.6		119.3			340.6		—			1,339.5
Non-current intercompany payables	943.7		(928.6		)	781.9		(797.0		)	—
Retirement plans and other	134.1		52.1			205.1		—			391.3
Total stockholders’ equity	2,083.2		1,195.3			3,783.1		(4,950.2		)	2,111.4
Total liabilities and stockholders’ equity	$	4,533.4	$	682.3		$	6,194.6	$	(5,893.9	)	$	5,516.4

Condensed consolidating statement of cash flows

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(193.0	)	$	20.4		$	61.4		$	—	$	(111.2	)
Cash flows from investing activities
Capital expenditures	(9.1		)	(17.9		)	(36.6		)	—		(63.6		)
Acquisition of businesses, net of cash acquired	—			(2.0		)	(1,011.5		)	—		(1,013.5		)
Proceeds from disposition of discontinued operations	—			—			0.5			—		0.5
Investments in derivative securities	(16.1		)	—			—			—		(16.1		)
Proceeds from sale of assets	531.3			0.1			5.6			—		537.0
Other investing activities, net	—			—			(2.2		)	—		(2.2		)
Net cash (used in) provided by investing activities of continuing operations	506.1			(19.8		)	(1,044.2		)	—		(557.9		)
Cash flows from financing activities
Principal repayments of long-term debt	(297.6		)	—			—			—		(297.6		)
Proceeds from issuance of long-term debt	—			—			740.6			—		740.6
Net borrowing (repayments) under revolving line of credit agreement	—			(0.4		)	33.9			—		33.5
Payment of debt issuance costs	(25.8		)	—			—			—		(25.8		)
Other financing activities, net	3.7			—			1.2			—		4.9
Net cash provided by (used in) financing activities of continuing operations	(319.7		)	(0.4		)	775.7			—		455.6
Effect of exchange rate changes on cash and cash equivalents	—			—			4.2			—		4.2
Net (decrease) increase in cash and cash equivalents	(6.6		)	0.2			(202.9		)	—		(209.3		)
Cash and cash equivalents at beginning of period	164.2			2.0			728.0			—		894.2
Cash and cash equivalents at end of period	$	157.6		$	2.2		$	525.1		$	—	$	684.9

TEREX CORPORATION

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

	Terex Corporation			Wholly-owned Guarantors			Non-guarantor Subsidiaries			Intercompany Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(244.4	)	$	10.8		$	(235.2	)	$	—	$	(468.8	)
Cash flows from investing activities
Capital expenditures	(6.7		)	(6.4		)	(23.8		)	—		(36.9		)
Proceeds from disposition of discontinued operations	294.8			—			707.2			—		1,002.0
Investments in derivative securities	(21.1		)	—			—			—		(21.1		)
Proceeds from sale of assets	2.4			1.1			3.8			—		7.3
Other investing activities, net	—			—			(4.7		)	—		(4.7		)
Net cash provided by (used in) investing activities of continuing operations	269.4			(5.3		)	682.5			—		946.6
Cash flows from financing activities
Principal repayments of long-term debt	(1.4		)	(0.3		)	(0.3		)	—		(2.0		)
Net repayments under revolving line of credit agreement	—			(1.0		)	(24.5		)	—		(25.5		)
Payment of debt issuance costs	(5.8		)	(0.6		)	(0.7		)	—		(7.1		)
Purchase of noncontrolling interest	—			—			(12.9		)	—		(12.9		)
Distributions to noncontrolling interest	—			(0.2		)	(3.2		)	—		(3.4		)
Other financing activities, net	1.0			(0.1		)	(0.9		)	—		—
Net cash used in financing activities of continuing operations	(6.2		)	(2.2		)	(42.5		)	—		(50.9		)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations	(19.3		)	(2.2		)	(31.6		)	—		(53.1		)
Net cash provided by investing activities of discontinued operations	—			—			0.1			—		0.1
Net cash used in financing activities of discontinued operations	—			—			—			—		—
Net cash used in discontinued operations	(19.3		)	(2.2		)	(31.5		)	—		(53.0		)
Effect of exchange rate changes on cash and cash equivalents	—			—			9.2			—		9.2
Net increase (decrease) in cash and cash equivalents	(0.5		)	1.1			382.5			—		383.1
Cash and cash equivalents at beginning of period	579.4			0.5			391.3			—		971.2
Cash and cash equivalents at end of period	$	578.9		$	1.6		$	773.8		$	—	$	1,354.3