Entry Into a Material Definitive

On February 28, 2018, Terex Corporation (Terex or the Company) and certain of its subsidiaries entered into an Incremental Assumption Agreement and Amendment No. 2 (the Amendment) to the Credit Agreement dated as of January 31, 2017, with the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. The principal change contained in the Amendment is the Companys U.S. Dollar denominated term loans will now bear interest at a rate of London Interbank Offered Rate (LIBOR) plus 2.00% with a 0.75% LIBOR floor. Previously, the U.S. Dollar denominated term loans outstanding were priced at LIBOR plus 2.25% with a 0.75% LIBOR floor. This change is expected to reduce the Companys cash interest costs by approximately $1 million annually.

The foregoing summary i s qualified in its entirety by reference to the Amendment, a copy of which is attached hereto and incorporated by reference herein as Exhibit 10.1 to this Current Report on Form 8-K.

Credit Suisse AG, or its affiliates, and certain lenders, or their affiliates, are party to other agreements with the Company and its subsidiaries, including the provision of commercial banking, investment banking, trustee and/or other financial services in the ordinary course of business of the Company and its subsidiaries.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

10.1

Incremental Assumption Agreement and Amendment No. 2 dated as of February 28, 2018, to the Credit Agreement dated as of January 31, 2017, among Terex Corporation, the Lenders named therein and Credit Suisse AG, as Administrative Agent and Collateral Agent.

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 hereunto duly authorized.

Date: February 28, 2018

TEREX CORPORATION

By:

/s/ John D. Sheehan

John D. Sheehan

Senior Vice President and Chief Financial Officer

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