Terex Corporation Watch

from 10-Q 78 pages Execution Version [[6412628]] Ubs AG, Stamford Branch 600 Washington Boulevard Stamford, Ct 06901 Ubs Securities LLC 1285 Avenue of the Americas New York, Ny 10019 Bank of America, N.A. Bofa Securities, Inc. One Bryant Park New York, Ny 10036 Barclays 745 Seventh Avenue New York, Ny 10019 Jpmorgan Chase Bank, N.A. 383 Madison Avenue New York, Ny 10179 Bnp Paribas Bnp Paribas Securities Corp. 787 Seventh Avenue New York, Ny 10019 Hsbc Bank USA, National Association Hsbc Securities (USA) Inc. 66 Hudson Boulevard East New York, Ny 10001 Hsbc Uk Bank PLC 1 Centenary Square, Birmingham, United Kingdom B1 1hq Mizuho Bank, Ltd. 1271 Avenue of the Americas New York, Ny 10020 Santander Bank, N.A. 75 State Street Boston, Ma 02109 Confidential August 2, 2024 Terex Corporation 45 Glover Avenue Norwalk, Ct 06850 Attention of Julie A. Beck Chief Financial Officer Project Fort $795,000,000 Senior Secured Incremental Term Facility $800,000,000 Senior Secured Incremental Revolving Facilities $750,000,000 Senior Unsecured Bridge Facility Amended and Restated Commitment Letter Ladies and Gentlemen: This Amended and Restated Commitment Letter Amends, Restates and Supersedes in Its Entirety That Certain Commitment Letter Dated July 21, 2024 (The “Original Commitment Letter”, and the Date of the Original Commitment Letter, the “Original Commitment Letter Date”), Among

from 8-K 238 pages Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No 2. Dated as of October 8, 2024 (This “Agreement”), Relating to the Amended and Restated Credit Agreement Dated as of April 1, 2021 (As Amended by That Certain Incremental Assumption and Amendment Agreement Dated as of July 21, 2024 (The “First Incremental Amendment”), and as Further Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the “Existing Credit Agreement”), Among Terex Corporation, a Delaware Corporation (“Terex”), New Terex Holdings Uk Limited, With Company Number 02962659, a Limited Company Organized Under the Laws of England and Wales, Terex International Financial Services Company Unlimited Company, With Company Number 327184, a Company Organized Under the Laws of Ireland, Terex International Holdings 2 Limited, With Company Number 11541018, a Limited Company Organized Under the Laws of England and Wales (The “New Borrowing Subsidiary”), and Terex Australia Pty Ltd (Acn 010 671 048), a Company Organized Under the Laws of Australia and Registered in Queensland, Australia, the Lenders From Time to Time Party Thereto, the Issuing Banks From Time to Time Party Thereto, Ubs AG Cayman Islands Branch, as Successor Administrative Agent to Credit Suisse AG, Cayman Islands Branch (In Such Capacity, the “Existing Administrative Agent”), and Ubs AG, Stamford Branch, as Successor Administrative Agent (In Such Capacity, the “Administrative Agent”) and as Successor Collateral Agent to Credit Suisse AG, Cayman Islands Branch (In Such Capacity, the “Collateral Agent”) for the Lenders. A. Terex Has Requested That the Persons Set Forth on Schedule I Hereto (The “U.S. Term Lenders”) Provide Incremental Term Loan Commitments (The “U.S. Term Loan Commitments”) to Terex in an Aggregate Amount Equal to $1,250,000,000

from 8-K 160 pages Amended and Restated Credit Agreement Dated as of April 1, 2021, Among Terex Corporation, Certain of Its Subsidiaries, the Lenders and Issuing Banks Named Herein and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Credit Suisse Loan Funding LLC and Barclays Bank PLC, as Joint Lead Arrangers and Joint Bookrunners, and Bank of America, N.A., Bnp Paribas, Hsbc Securities (USA) Inc., Jpmorgan Chase Bank, N.A., Mizuho Bank, Ltd. and Santander Bank, N.A., as Joint Bookrunners

from 8-K 18 pages A.THE Borrowers Have Requested That the Existing Credit Agreement Be Amended in Order to Replace the Adjusted Libo Rate With Term Sofr as Provided Herein. B.THE Lenders Party Hereto, Constituting All of the Lenders Party to the Existing Credit Agreement, Are Willing to So Amend the Existing Credit Agreement, on the Terms and Subject to the Conditions Set Forth Herein and in the Amended Credit Agreement. C.ACCORDINGLY, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows

from 8-K 17 pages Amendment Dated as of December 29, 2022 (This “Amendment”), Relating to the Guarantee and Collateral Agreement Dated as of January 31, 2017 (As Amended, Supplemented or Otherwise Modified From Time to Time, the “Guarantee and Collateral Agreement”), Among Terex Corporation, a Delaware Corporation (“Terex”), Certain Subsidiaries of Terex From Time to Time Party Thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (In Such Capacity, the “Collateral Agent”). A.TEREX Has Requested That the Guarantee and Collateral Agreement Be Amended as Set Forth Herein. B.THE Lenders Party Hereto, Constituting the Required Lenders, Are Willing to Consent to Such Amendment on the Terms and Subject to the Conditions Set Forth Herein. C.ACCORDINGLY, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows

from 8-K 176 pages Amended and Restated Credit Agreement Dated as of April 1, 2021, Among Terex Corporation, Certain of Its Subsidiaries, the Lenders and Issuing Banks Named Herein and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Credit Suisse Loan Funding LLC and Barclays Bank PLC, as Joint Lead Arrangers and Joint Bookrunners, and Bank of America, N.A., Bnp Paribas, Hsbc Securities (USA) Inc., Jpmorgan Chase Bank, N.A., Mizuho Bank, Ltd. and Santander Bank, N.A., as Joint Bookrunners

from 8-K 14 pages A. the Borrowers Have Requested That the Persons Set Forth on Schedule 2.01 to the Amended Credit Agreement (As Defined Below) (The “Commitment Schedule”) Under the Heading “Revolving Credit Lenders” (The “New Revolving Credit Lenders”) Provide Revolving Credit Commitments (The “New Revolving Credit Commitments”) to the Borrowers in an Aggregate Amount Equal to $600,000,000, Consisting of U.S. Dollar-Denominated Revolving Credit Commitments (The “New U.S. Revolving Credit Commitments”) in an Aggregate Amount Equal to $300,000,000 and Multicurrency Revolving Credit Commitments (The “New Multicurrency Revolving Credit Commitments”) in an Aggregate Amount Equal to $300,000,000

from 8-K 32 pages A.TEREX Has Requested That, on the Amendment No. 4 Effective Date (As Defined Below), (I) the Final Maturity Date of the Revolving Credit Commitments Be Extended to January 31, 2023, and (II) the Credit Agreement Be Amended as Provided for Herein

from 8-K 15 pages A.PURSUANT to Section 2.27 of the Credit Agreement, Terex Has Requested That the Persons Set Forth on Schedule I Hereto (The “2019 U.S. Term Lenders”) Provide Incremental Term Loans in the Form of Other Term Loans Denominated in Dollars (The “2019 U.S. Term Loans”; the Commitments to Make Such Loans, the “2019 U.S. Term Loan Commitments”) to Terex in an Aggregate Principal Amount Equal to $200,000,000

from 8-K 16 pages A.PURSUANT to Section 2.27 of the Credit Agreement, Terex Has Requested That the Persons Set Forth on Schedule I Hereto (The “Incremental Revolving Credit Lenders”) Provide Revolving Credit Commitments Under the Credit Agreement (The “Incremental Revolving Credit Commitments”) to the Borrowers in an Aggregate Amount Equal to $150,000,000, Consisting of U.S. Revolving Credit Commitments in an Aggregate Amount Equal to $75,000,000 and Multicurrency Revolving Credit Commitments in an Aggregate Amount Equal to $75,000,000. B. the Incremental Revolving Credit Lenders Are Willing to Provide the Borrowers With the Incremental Revolving Credit Commitments on the Terms and Subject to the Conditions Set Forth Herein and in the Credit Agreement

from 8-K 9 pages A.PURSUANT to Section 2.27 of the Credit Agreement, Terex Has Requested That the Persons Set Forth on Schedule I Hereto (The “Incremental U.S. Term Lenders”) Provide Incremental Term Loans Denominated in Dollars (The “Incremental U.S. Term Loans”; the Commitments to Make Such Loans, the “Incremental U.S. Term Loan Commitments”) to Terex in an Aggregate Principal Amount Equal to $397,000,000

from 8-K 10 pages A.PURSUANT to Section 2.27 of the Credit Agreement, Terex Has Requested That the Persons Set Forth on Schedule I Hereto (The “Incremental U.S. Term Lenders”) Provide Incremental Term Loans Denominated in Dollars (The “Incremental U.S. Term Loans”; the Commitments to Make Such Loans, the “Incremental U.S. Term Loan Commitments”) to Terex in an Aggregate Principal Amount Equal to $399,000,000

from 10-Q 4 pages Supplement No. 1 (This “Supplement”) Dated as of April 6, 2017, to the Guarantee and Collateral Agreement Dated as of January 31, 2017 (The “Guarantee and Collateral Agreement”), Among Terex Corporation, a Delaware Corporation (“Terex”), Each Subsidiary of Terex From Time to Time Party Thereto (Each Such Subsidiary Individually a “Subsidiary Guarantor” and Collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and Terex Are Referred to Collectively Herein as the “Grantors”) and Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as Collateral Agent (In Such Capacity, the “Collateral Agent”) for the Secured Parties (As Defined Therein)

from 8-K 27 pages Guarantee and Collateral Agreement Dated as of January 31, 2017, Among Terex Corporation, Certain Subsidiaries of Terex Corporation From Time to Time Party Hereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent [CS&M Ref No. 7865-265]

from 8-K 107 pages Credit Agreement Dated as of January 31, 2017, Among Terex Corporation, Certain of Its Subsidiaries, the Lenders and Issuing Banks Named Herein and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent Credit Suisse Securities (USA) LLC and Barclays Bank PLC, as Joint Lead Arrangers and Joint Bookrunners, and Commerzbank Aktiengesellschaft, Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities Inc., Hsbc Securities (USA) Inc. and Morgan Stanley Senior Funding, Inc., as Joint Bookrunners

from 8-K 10 pages A.PURSUANT to the Stock and Asset Purchase Agreement Dated as of May 16, 2016 (As in Effect on the Date Hereof, the “Mhps Purchase Agreement”), Between Terex and Konecranes PLC, a Finnish Public Company Limited by Shares (“Konecranes”), Terex Has Agreed to Sell (The “Mhps Sale”) the Business (As Defined in the Mhps Purchase Agreement) to Konecranes for Aggregate Consideration Consisting of $595,000,000 and €200,000,000 in Cash (Subject to Adjustment as Provided for in the Mhps Purchase Agreement, the “Mhps Cash Consideration”) and 19,600,000 Newly Issued Class B Shares (Subject to Adjustment as Provided for in the Mhps Purchase Agreement, the “Mhps Share Consideration”) of Konecranes. B. in Connection With the Foregoing, Terex Has Requested That the Credit Agreement Be Amended as Provided for Herein. C. the Required Lenders Are So Willing to Amend the Credit Agreement, on the Terms and Subject to the Conditions Set Forth Herein. D. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows

from 10-Q 6 pages Amendment and Agreement Dated as of August 10, 2015 (This “Amendment”), Relating to the Loan and Security Agreement Dated as of May 28, 2015 (As Amended, Supplemented or Otherwise Modified Prior to the Date Hereof, the “Loan Agreement”), Among Tfs Funding I, LLC, a Delaware Limited Liability Company, as Borrower (The “Borrower”), Terex Financial Services, Inc. (“Tfs”), a Delaware Corporation, as Servicer (In Such Capacity, the “Servicer”), Institutional Secured Funding (Jersey) Limited, as the Conduit Lender, Credit Suisse AG, Cayman Islands Branch, as the Committed Lender, and Credit Suisse AG, New York Branch, as the Administrative Agent (In Such Capacity, the “Administrative Agent”). A. the Borrower and Tfs Are Wholly Owned Subsidiaries of Terex Corporation, a Delaware Corporation (“Parent”)

from 10-Q 62 pages Project Alpha $1,650,000,000 Senior Secured Credit Facilities $1,150,000,000 Senior Unsecured Bridge Facility Commitment Letter

from 10-Q 88 pages Loan and Security Agreement Dated as of May 28, 2015 Among Tfs Funding I, LLC, as the Borrower, Terex Financial Services, Inc., as the Servicer, Institutional Secured Funding (Jersey) Limited, as the Conduit Lender Credit Suisse AG, Cayman Islands Branch, as the Committed Lender and Credit Suisse AG, New York Branch, as the Administrative Agent, on Behalf of the Secured Parties

from 8-K 9 pages A. Pursuant to Section 2.27 of the Credit Agreement, Terex and the European Borrower Have Requested That the Persons Set Forth on Schedule I Hereto (The “Incremental Euro Term Lenders”) Provide Incremental Term Loans Denominated in Euro (The “Incremental Euro Term Loans”; the Commitments to Make Such Loans, the “Incremental Euro Term Loan Commitments”) to the European Borrower in an Aggregate Principal Amount Equal to €199,000,000. B. the Borrowers Have Requested That the Credit Agreement Be Amended in Accordance With Section 2.27(b) of the Credit Agreement to Reflect the Existence and Terms of This Agreement, the Incremental Euro Term Loan Commitments and the Incremental Euro Term Loans. C. the Incremental Euro Term Lenders Are Willing to Provide the European Borrower With the Incremental Euro Term Loans on the Terms and Subject to the Conditions Set Forth Herein and in the Credit Agreement. D. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Sufficiency and Receipt of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows