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<SEC-DOCUMENT>0000895345-03-000634.txt : 20030922
<SEC-HEADER>0000895345-03-000634.hdr.sgml : 20030922
<ACCEPTANCE-DATETIME>20030922141313
ACCESSION NUMBER:		0000895345-03-000634
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20030922

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEREX CORP
		CENTRAL INDEX KEY:			0000097216
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537]
		IRS NUMBER:				341531521
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-108985
		FILM NUMBER:		03903989

	BUSINESS ADDRESS:	
		STREET 1:		500 POST ROAD EAST
		STREET 2:		STE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880
		BUSINESS PHONE:		2032227170

	MAIL ADDRESS:	
		STREET 1:		500 POST ROAD EAST
		STREET 2:		STE 320
		CITY:			WESTPORT
		STATE:			CT
		ZIP:			06880

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACK MAMMOTH CONSOLIDATED MINING CO
		DATE OF NAME CHANGE:	19671002
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>sss3.txt
<TEXT>

 As filed with the Securities and Exchange Commission on September 22, 2003.
                                                          REGISTRATION NO. 333-

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

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                         _________________________
                                  FORM S-3
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                         _________________________

                             TEREX CORPORATION
           (Exact name of registrant as specified in its charter)


           DELAWARE                                           34-1531521
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                             500 POST ROAD EAST
                        WESTPORT, CONNECTICUT 06880
                               (203) 222-7170
            (Address, including zip code, and telephone number,
     including area code, of registrant's principal executive offices)

                         _________________________

                             Eric I Cohen, Esq.
                             Terex Corporation
                             500 Post Road East
                        Westport, Connecticut 06880
                               (203) 222-7170

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)

                         _________________________


                                 COPIES TO:

                  Fried, Frank, Harris, Shriver & Jacobson
                             One New York Plaza
                          New York, New York 10004
                   Attention: Steven G. Scheinfeld, Esq.
                               (212) 859-8000

          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
             FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
                          REGISTRATION STATEMENT.

          If the only  securities  being  registered on this Form are being
offered pursuant to dividend or interest  reinvestment  plans, please check
the following box: [ ]

          If any of the securities  being registered on this Form are to be
offered on a delayed or  continuous  basis  pursuant  to Rule 415 under the
Securities Act of 1933,  other than  securities  offered only in connection
with dividend or interest reinvestment plans, check the following box: |X|

          If this Form is filed to register  additional  securities  for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration  statement number of
the earlier effective registration statement for the same offering: [ ]

          If this Form is a post-effective amendment filed pursuant to Rule
462(c)  under the  Securities  Act,  check the  following  box and list the
Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering: [ ]

          If delivery of the  prospectus is expected to be made pursuant to
Rule 434, please check the following box: [ ]

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                  <C>                 <C>               <C>                    <C>

================================================================================================================
                                                 Proposed Maxium         Proposed Maximum
     Title of Class of         Amount to be     Offering Price Per      Aggregate Offering        Amount of
Securities to be Registered     Registered           Unit (1)                  Price           Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value     208,591              $21.79                $4,545,198               $368
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1)     Estimated solely for purposes of calculating the registration fee
        pursuant to the provisions of Rule 457(c) under the Securities Act
        of 1933, as amended, based on the average of the reported last high
        and low sales prices on the New York Stock Exchange on September
        15, 2003.
</FN>

</TABLE>

        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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



<PAGE>
[RED HERRING}

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.


                           SUBJECT TO COMPLETION
              PRELIMINARY PROSPECTUS DATED SEPTEMBER 22, 2003

                               208,591 Shares

                             TEREX CORPORATION

                                Common Stock

                            ____________________


          The stockholder of Terex Corporation listed in this prospectus
under the section entitled "Selling Stockholder" is offering and selling up
to 208,591 shares of our common stock under this prospectus. The shares of
common stock being offered under this prospectus were initially issued by
us to SDC Prague, s.r.o. in connection with our acquisition of shares of
TATRA a.s., a manufacturer of on/off-road heavy-duty vehicles, from SDC
Prague on August 28, 2003. Such shares of common stock were subsequently
transferred by SDC Prague to its parent company SDC International, Inc. on
September 16, 2003. Information concerning SDC International and the times
and manner in which it may offer and sell the shares of our common stock
under this prospectus is described under "Selling Stockholder" and "Plan of
Distribution" in this prospectus. We cannot assure you that all or any
portion of the shares of common stock offered under this prospectus will be
resold.

          We will not receive any of the proceeds from the sale of shares
being offered by the selling stockholder.

          Our common stock is traded on the New York Stock Exchange under
the symbol "TEX." On September 19, 2003, the closing sale price of our
common stock as reported on the New York Stock Exchange was $22.30 per
share.

          Our principal executive offices are located at 500 Post Road
East, Westport, Connecticut 06880, and our telephone number is (203)
222-7170.

          No underwriting is being used in connection with this offering of
common stock. The shares of common stock are being offered without
underwriting discounts. The expenses of this registration will be paid by
us. Normal brokerage commissions, discounts and fees will be payable by the
selling stockholders.

          INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED
IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

                   The date of this prospectus is , 2003.


<PAGE>




                             TABLE OF CONTENTS

                                                                           PAGE

TEREX CORPORATION............................................................1

RISK FACTORS.................................................................3

USE OF PROCEEDS..............................................................6

SELLING STOCKHOLDER..........................................................6

DESCRIPTION OF COMMON STOCK..................................................7

PLAN OF DISTRIBUTION.........................................................8

LEGAL MATTERS................................................................9

EXPERTS......................................................................9

ABOUT THIS PROSPECTUS.......................................................10

FORWARD-LOOKING STATEMENTS..................................................10

WHERE YOU CAN FIND MORE INFORMATION.........................................11

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................11




<PAGE>


                             TEREX CORPORATION

          We are a diversified global manufacturer of a broad range of
equipment for the construction, infrastructure and surface mining
industries. We are building a growing franchise under the Terex brand name.
We remain focused on our mission of delivering products that are reliable
and cost effective and producing equipment that improves our customers'
return on invested capital. Our products are manufactured at plants in the
United States, Canada, Europe, Australia, Asia and South America, and are
sold primarily through a worldwide distribution network serving the global
construction, infrastructure and surface mining markets.

          Over the past several years, we have implemented a series of
interrelated operational and strategic initiatives designed to create a
competitive advantage in the marketplace. These initiatives include: (i)
providing customers with lower cost products to increase their return on
invested capital; (ii) implementing a variable cost structure with over 80%
of cost of sales from purchased components; (iii) reducing selling expense
and eliminating non-value-added functions throughout the organization; and
(iv) increasing product and geographic diversity through internal
development and acquisitions.

          Through the first six months of 2003, we operated in five
business segments: (i) Terex Construction, (ii) Terex Cranes, (iii) Terex
Roadbuilding, Utility Products and Other, (iv) Terex Aerial Work Platforms
and (v) Terex Mining. On July 1, 2003, we announced that we had entered
into a non-binding agreement in principle to sell our surface mining truck
design and manufacturing business to Caterpillar Inc. ("Caterpillar"). In
addition to the sale of the mining truck business, the non-binding
agreement also contemplates the sale of our mining truck and shovel product
support businesses to Caterpillar dealers. The Company will retain the
mining shovel manufacturing business located in Dortmund, Germany and
intends to purchase the intellectual property rights for certain models of
Caterpillar hydraulic excavator mining shovels. As a result, the Company
now operates in four business segments: (i) Terex Construction; (ii) Terex
Cranes; (iii) Terex Mining, Roadbuilding, Utility Products and Other; and
(iv) Terex Aerial Work Platforms.

          Our principal executive offices are located at 500 Post Road
East, Westport, Connecticut 06880, and our telephone number is (203)
222-7170.

TEREX CONSTRUCTION

          The Terex Construction segment designs, manufactures and markets
three primary categories of equipment and their related components and
replacement parts: heavy construction equipment (including off-highway
trucks and scrapers), compact equipment (including loader backhoes,
compaction equipment, mini and midi excavators, loading machines, site
dumpers, telehandlers and wheel loaders); and mobile crushing and screening
equipment (including jaw crushers, cone crushers, washing screens and
trommels). Terex Construction products are currently marketed principally
under the following brand names: Atlas Terex, Finlay, Fuchs Terex, Pegson,
Powerscreen, Terex Benford, Terex Fermec, Terex Schaeff, Terex and
TerexLift. These products are primarily used by construction, logging,
mining, industrial and government customers in construction and
infrastructure projects and supplying coal, minerals, sand and gravel.

TEREX CRANES

          The Terex Cranes segment designs, manufactures and markets mobile
telescopic cranes, tower cranes, lattice boom crawler cranes, truck mounted
cranes (boom trucks) and telescopic container stackers, as well as their
related replacements parts and components. Currently, Terex Cranes products
are marketed principally under the following brand names: American, Atlas,
Atlas Terex, Bendini, Comedil, Demag, Franna, Lorain, P&H, Peiner, PPM,
RO-Stinger and Terex. These products are used primarily for construction,
repair and maintenance of infrastructure, building and manufacturing
facilities.

TEREX MINING, ROADBUILDING, UTILITY PRODUCTS AND OTHER

          The Terex Mining, Roadbuilding, Utility Products and Other
segment designs, manufactures and markets hydraulic mining shovels,
crushing and screening equipment (including crushers, impactors, screens
and feeders), asphalt and concrete equipment (including pavers, plants,
mixers, reclaimers, stabilizers and profilers), utility equipment
(including digger derricks, aerial devices and cable placers), light
construction equipment (including light towers, trowels, power buggies,
generators and arrow boards) and construction trailers, as well as related
components and replacement parts. These products are currently marketed
principally under the following brand names: Amida, Bartell, Bid-Well,
Canica, Cedarapids, Cedarapids/Standard Havens, CMI Johnson Ross, CMI
Terex, CMI-Cifali, Coleman Engineering, Grayhound, Hi-Ranger, Jaques, Load
King, Morrison, O & K, Re-Tech, Royer, Simplicity, Terex, Terex Advance
Mixer, Terex Mining, Terex Power, Terex Recycling and Terex Telelect. These
products are used primarily by government, utility, mining, quarrying and
construction customers in excavating mineral deposits, building roads,
maintaining utility lines and trimming trees.

TEREX AERIAL WORK PLATFORMS

          The Terex Aerial Work Platforms segment was formed upon
completion of our acquisition of Genie Holdings, Inc. ("Genie") and its
affiliates on September 18, 2002. The Terex Aerial Work Platforms segment
designs, manufactures and markets aerial work platforms equipment and
telehandlers. Products include material lifts, portable aerial work
platforms, trailer mounted booms, articulated booms, stick booms, scissor
lifts, telehandlers, related components and replacement parts, and other
products. Terex Aerial Work Platforms products currently are marketed
principally under the Genie and Terex Handlers brand names. These products
are used primarily by customers in the construction and building
maintenance industries to lift people and/or equipment as required to build
and/or maintain large physical assets and structures.


<PAGE>


                                RISK FACTORS

          Investing in shares of our common stock can be risky. Before you
invest in shares of our common stock, you should carefully consider the
following factors and other information contained or incorporated in this
prospectus.

                       RISKS RELATED TO THIS OFFERING

OUR SIGNIFICANT DEBT LEVELS MAY LIMIT OUR FUTURE ABILITY TO OBTAIN
ADDITIONAL FINANCING AND TO PURSUE BUSINESS OPPORTUNITIES.

          As of June 30, 2003, we had long-term debt of approximately
$1,467 million, which represented approximately 65% of our total
capitalization.

          There are several important consequences of having debt,
including the following:

          o    a portion of our cash from operating activities will be used
               to pay principal and interest on our debt;

          o    competitive pressures and adverse economic conditions are
               more likely to have a negative effect on our business; and

          o    our ability to make acquisitions and to take advantage of
               significant business opportunities may be negatively
               affected.

          Our ability to pay the required interest and principal payments
on our debt depends on the future performance of our business. The
performance of our business is subject to general economic conditions and
other financial and business factors. Many of these factors are beyond our
control. If we do not have enough cash flow in the future to pay the
required interest or principal payments on our debt, we may be required to
refinance all or a part of our debt or borrow additional amounts. We do not
know if refinancing our debt will be possible at that time or if we will be
able to find someone who will lend us more money.

          In addition, because approximately 50% of our debt bears interest
at floating rates, an increase in interest rates could adversely affect our
ability to make the required interest and principal payments on our debt.

OUR INABILITY TO COMPLY WITH THE RESTRICTIVE DEBT COVENANTS CONTAINED IN
OUR EXISTING DEBT AGREEMENTS COULD LEAD TO AN ACCELERATION OF OUR DEBT
UNDER OUR DEBT AGREEMENTS AND POSSIBLY BANKRUPTCY.

          Our existing debt agreements contain a number of significant
covenants. These covenants limit our ability to, among other things, borrow
additional money, make capital expenditures, pay dividends, dispose of
assets and acquire new businesses. These covenants also require us to meet
certain financial tests. Specifically, some of our financial tests include
a pro forma consolidated leverage ratio test, a consolidated interest ratio
test, a consolidated fixed charge ratio test, a pro forma consolidated
senior secured debt leverage ratio test and a capital expenditures test, as
such tests are defined in our existing debt agreements. While we are
currently in compliance with all of the foregoing tests, increases in our
debt or decreases in our earnings could cause us to be in default of our
covenants related to a pro forma consolidated leverage ratio test, a pro
forma consolidated senior secured debt leverage ratio test, a consolidated
interest ratio test and a consolidated fixed charge ratio test, as defined
and included in our debt agreements. In addition, changes in economic or
business conditions, results of operations or other factors could cause us
to default under our debt agreements. If we are unable to comply with these
covenants, there would be a default under our debt agreements. A default,
if not waived by our lenders, could result in acceleration of our debt and
possibly bankruptcy.

WE MAY BE REQUIRED TO ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK UNDER OUR
RECENT ACQUISITION AGREEMENTS.

          We issued shares of our common stock in connection with our
recent acquisitions of Genie, the Schaeff Group of Companies, Utility
Equipment, Inc., EPAC Holdings, Inc. and Commercial Body Corporation. The
terms of the acquisition agreements require us to issue additional shares
of our common stock in the event that the price of our common stock does
not reach targeted amounts at specified times in the future, although in
many of these cases we are permitted to satisfy our obligations under the
acquisition agreements by paying cash instead of issuing additional shares
of common stock. To the extent we issue additional shares of common stock,
such shares of common stock will have a dilutive effect which may cause the
trading price of our common stock to decline. The maximum aggregate dollar
amount of cash and/or common stock that we may be required to pay under
these acquisition agreements is $20 million.

                       RISKS RELATED TO OUR BUSINESS

WE MAY FACE LIMITATIONS ON OUR ABILITY TO INTEGRATE ACQUIRED BUSINESSES.

          We expect to continue our strategy of identifying and acquiring
businesses with complementary products and services which we believe will
enhance our operations and profitability. We may pay for future
acquisitions from internally generated funds, bank borrowings, public
offerings, private sales of stock or bonds, or some combination of these
methods. However, we cannot give any assurance that we will be able to
continue to find suitable businesses to purchase or that we will be able to
raise the money necessary to complete future acquisitions.

          In addition, we cannot guarantee that we will be able to
successfully integrate any business we purchase into our existing business
or that any acquired businesses will be profitable. The successful
integration of new businesses depends on our ability to manage these new
businesses and cut excess costs. Further, in connection with acquisitions,
we may need to consolidate or restructure our newly acquired or existing
facilities, which may require expenditures for severance obligations
related to reductions in workforce and other charges resulting from the
consolidations or restructurings, such as write-down of inventory and lease
termination costs. If we are unable to complete the integration of new
businesses in a timely manner, it could have a materially adverse effect on
our results of operations and financial condition.

          For example, in 2002 we acquired Demag Mobile Cranes GmbH & Co.
KG, a manufacturer of cranes, and Genie Holdings, Inc., a manufacturer of
aerial work platform equipment. After comparing these acquired businesses
with our existing businesses and considering how best to integrate their
operations and products with our operations and products, we initiated a
series of restructuring projects aimed at addressing product, channel and
production overlap. These projects included eliminating certain product
lines and closure of certain facilities. As a result of these restructuring
projects, we recorded charges in the fourth quarter of 2002 of $22.8
million for restructuring actions related to the acquisition of Demag and
$1.9 million for restructuring actions related to the acquisition of Genie.
These charges included employee termination costs, costs associated with
asset disposals and facility exit costs.

OUR BUSINESS IS HIGHLY CYCLICAL.

          The demand for our products depends upon the general economic
conditions of the markets in which we compete. Downward economic cycles
result in reductions in sales of our products, which may reduce our
profits. We anticipate continuing weak economic conditions in many of our
end markets in the near-term. We have taken a number of steps to reduce our
fixed costs and diversify our operations to decrease the negative impact of
these cycles. There can be no assurance, however, that these steps will
prevent the negative impact of poor economic conditions.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.

          We compete in a highly competitive industry. To compete
successfully, our products must excel in terms of quality, price, product
line, ease of use, safety and comfort, and we must also provide excellent
customer service. The greater financial resources of certain of our
competitors may put us at a competitive disadvantage.

WE RELY ON KEY MANAGEMENT.

          We rely on the management and leadership skills of Ronald M.
DeFeo, Chairman of the Board, President and Chief Executive Officer. Mr.
DeFeo has an employment agreement with us which expires on December 31,
2004. The loss of his services could have a significant, negative impact on
our business.

SOME OF OUR CUSTOMERS RELY ON FINANCING WITH THIRD PARTIES TO PURCHASE OUR
PRODUCTS.

          We rely on sales of our products to generate cash from
operations. A significant portion of our sales are financed by third party
finance companies on behalf of our customers. The availability of financing
by third parties is affected by general economic conditions, the credit
worthiness of our customers and the estimated residual value of our
equipment. Deterioration in the credit quality of our customers or the
estimated residual value of our equipment could negatively impact the
ability of such customers to obtain the resources needed to make purchases
of our equipment. In addition, as a result of the current economic climate,
the availability of third party financing has become more limited for some
of our customers, which has had a negative effect on such customers'
ability to arrange third party financing.

OUR NEWLY ACQUIRED GENIE SUBSIDIARY PROVIDES FINANCING FOR SOME OF OUR
AERIAL WORK PLATFORM CUSTOMERS.

          Our Terex Aerial Work Platforms segment, directly and through
joint ventures, provides financing for some of its customers, primarily in
Europe and the United States, to purchase its equipment. For the most part,
this financing represents sales type leases and operating leases. It has
been the Terex Aerial Work Platforms segment's policy to provide such
financing to its customers in situations where it anticipates that it will
be able to sell the financing obligations to a third party financial
institution within a short period of time. However, until such financing
obligations are sold to a third party or if the Terex Aerial Work Platforms
segment is unable to sell such obligations to a third party, the Terex
Aerial Work Platforms segment retains the risks resulting from such
customer financing. The results of our Terex Aerial Work Platforms segment,
and the Company, could be adversely affected in the event that such
customers default on their contractual lease payments to the Company. The
results of our Terex Aerial Work Platforms segment, and the Company, also
could be adversely affected if the residual values of such leased equipment
declines below its original estimated values and the Company is forced to
subsequently sell such equipment at a loss.

WE ARE SUBJECT TO CURRENCY FLUCTUATIONS AND OTHER RISKS FROM OUR
INTERNATIONAL OPERATIONS.

          Our products are sold in over 100 countries around the world.
Thus, our revenues are generated in foreign currencies, including the Euro,
British Pound Sterling, Australian Dollar and the South African Rand, while
costs incurred to generate those revenues are only partly incurred in the
same currencies. Since our financial statements are denominated in U.S.
Dollars, changes in currency exchange rates between the U.S. Dollar and
other currencies have had, and will continue to have, an impact on our
earnings. To date, this impact has not been material on our earnings. To
reduce this currency exchange risk, we may buy protecting or offsetting
positions (known as "hedges") in certain currencies to reduce the risk of
an adverse currency exchange movement. We have not engaged in any
speculative or profit motivated hedging activities. Although we partially
hedge our revenues and costs, currency fluctuations will impact our
financial performance in the future.

          Our international operations are also subject to a number of
potential risks. Such risks include, among others, currency exchange
controls, labor unrest, regional economic uncertainty, political
instability, restrictions on the transfer of funds into or out of a
country, export duties and quotas, domestic and foreign customs and
tariffs, current and changing regulatory environments, difficulty in
obtaining distribution support and potentially adverse tax consequences.
These factors may have an adverse effect on our international operations in
the future.

COMPLIANCE WITH ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS COULD BE
COSTLY AND REQUIRE US TO MAKE SIGNIFICANT EXPENDITURES.

          We generate hazardous and nonhazardous 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. These laws and regulations govern actions that may have
adverse environmental effects and also require compliance with certain
practices when handling and disposing of hazardous and nonhazardous wastes.
These laws and regulations 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. No such
incidents have occurred which required us to pay material amounts to comply
with such laws and regulations.

          Compliance with these laws and regulations has, and will continue
to require, us to make expenditures. We do not expect that these
expenditures will have a material adverse effect on our business or
profitability.

RESTRICTIONS ON DIVIDENDS

          Our ability to pay dividends on our common stock is limited under
the terms of our existing debt agreements. In addition, Delaware law
generally restricts us from paying dividends in circumstances where the
payment would make our liabilities exceed our assets or where the payment
would make us unable to pay our debts as they become due.

          We do not plan on paying dividends on our common stock in the
near term. Instead, we intend to retain any earnings to repay indebtedness
and to fund the development and growth of our business. Any future payments
of cash dividends will depend on our financial condition, capital
requirements and earnings, as well as other factors that the Board of
Directors may consider.

                              USE OF PROCEEDS

          All net proceeds from the sale of our shares of common stock
being offered by this prospectus will go to the selling stockholder who is
offering and selling its shares of common stock. Accordingly, we will not
receive any of the proceeds from the sale of the shares of common stock
being offered under this prospectus for the account of the selling
stockholder.

                            SELLING STOCKHOLDER

          The following table sets forth the name of the selling
stockholder, certain information regarding the beneficial ownership of
shares of our common stock by the selling stockholder as of September 19,
2003 and the number of shares of common stock that the selling stockholder
may offer pursuant to this prospectus. Because the selling stockholder is
not obligated to sell its shares, and because it may also acquire publicly
traded shares of our common stock, we cannot estimate how many shares the
selling stockholder will beneficially own after this offering. We may
update the disclosure in this section, to the extent we are required by law
to do so.

          Since the date on which the selling stockholder provided this
information, the selling stockholder may have sold, transferred or
otherwise disposed of all or a portion of its shares of common stock in a
transaction or series of transactions exempt from the registration
requirements of the Securities Act of 1933, as amended. Information
concerning the selling stockholder may change from time to time and any
changed information will be set forth in supplements to this prospectus to
the extent required.

                                 Number of Shares of          Number of Shares
      Name of                    Common Stock Owned            of Common Stock
Selling Stockholder            Prior to the Offering           Being Offered
- -------------------            -----------------------        -----------------

SDC International, Inc.               208,591(1)                   208,591

________________

(1)       Represents less than 1.0% of the outstanding shares of common
          stock of Terex.


          On December 27, 2001, SDC International borrowed from us
approximately $12.9 million, part of which it used to purchase common
shares of TATRA. On the same date, we entered into a Stock Purchase
Agreement with SDC International and its wholly owned subsidiary, SDC
Prague, pursuant to which we purchased approximately 41% of the outstanding
common shares of TATRA for consideration consisting of the cancellation of
approximately $4.8 million of the $12.9 million owed to us by SDC
International. Following the completion of this purchase, SDC
International, through SDC Prague, owned approximately 51% of the
outstanding common shares of TATRA. In addition, pursuant to the Stock
Purchase Agreement, SDC International issued to us 1,256,837 shares of its
common stock in consideration for our role as a strategic investor in SDC
International and for certain marketing and technology consulting to be
rendered by us to SDC International.

          On February 20, 2002, TATRA borrowed from us approximately $5
million. TATRA's obligations pursuant to this loan were guaranteed by SDC
International and SDC Prague. We loaned TATRA an additional $1.5 million in
April 2003 and an additional $1.5 million in June 2003.

        On November 13, 2002, we entered into a joint venture with TATRA
USA, Inc., a subsidiary of TATRA, and STV USA under the name of American
Truck Company.

          On August 28, 2003, we entered into a Stock Purchase Agreement
with GP Omikron, s.r.o. (a wholly owned subsidiary of ours), and SDC Prague
pursuant to which we purchased the remaining 51% of the outstanding common
shares of TATRA owned by SDC Prague. The consideration for the TATRA shares
consisted primarily of the forgiveness of the remaining debt of SDC
International to us of approximately $8.5 million, the cancellation of the
guarantees by SDC International and SDC Prague of the obligations of TATRA
under our loan to TATRA, and the issuance to SDC Prague of the shares of
our common stock being offered under this prospectus. The transactions
contemplated by this Stock Purchase Agreement were consummated on August
28, 2003.

          The shares of our common stock issued to SDC Prague were
subsequently transferred by SDC Prague to SDC International on September
16, 2003.

          We are required under the Registration Rights Agreement, dated as
of August 28, 2003, by and among Terex and SDC Prague, to use reasonable
best efforts to keep the registration statement of which this prospectus is
a part effective until the earlier of August 28, 2004 or the date on which
SDC Prague or SDC International no longer own shares of our common stock,
subject to certain exceptions.

                        DESCRIPTION OF COMMON STOCK

          Our restated certificate of incorporation authorizes us to issue
up to 150,000,000 shares of our common stock. As of September 19, 2003 we
had 48,600,496 shares of our common stock outstanding.

          The following is a summary of the material terms of our common
stock. Because it is only a summary, it does not contain all the
information that may be important to you. Accordingly, you should read
carefully the more detailed provisions of our restated certificate of
incorporation and amended and restated bylaws.

          Each outstanding share of our common stock entitles the holder to
one vote, either in person or by proxy, on all matters submitted to a vote
of stockholders, including the election of directors. There is no
cumulative voting in the election of directors, which means that the
holders of a majority of the outstanding shares of common stock can elect
all of the directors then standing for election. Subject to preferences
which may be applicable to any outstanding shares of preferred stock,
holders of common stock have equal ratable rights to any dividends that may
be declared by the board of directors out of legally available funds.

          Holders of our common stock have no conversion, redemption or
preemptive rights to subscribe for any of our securities. All outstanding
shares of our common stock are fully paid and nonassessable. In the event
of any liquidation, dissolution or winding-up of our affairs, holders of
our common stock will be entitled to share ratably in our assets remaining
after provision for payment of liabilities to creditors and preferences
applicable to outstanding shares of preferred stock. The rights,
preferences and privileges of holders of our common stock are subject to
the rights of the holders of any outstanding shares of preferred stock.

          Our restated certificate of incorporation provides that directors
shall not be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duties as a director except to the extent
otherwise required by Delaware law. Our amended and restated bylaws provide
for indemnification of our officers and directors to the fullest extent
permitted by Delaware law.

          Our amended and restated bylaws provide that our stockholders
must provide prior notice for nominations for election to the board of
directors or for proposing matters which can be acted upon at stockholders
meeting. This provision could be considered an "anti-takeover" provision.

          The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company.

                            PLAN OF DISTRIBUTION

          The shares of common stock offered hereby may be sold from time
to time by the selling stockholder, or by pledgees, donees, transferees or
other successors in interest, to the public. Such sales may be made on one
or more exchanges or in the over-the-counter market, or otherwise, at
prices and at terms then prevailing or at prices related to the then
current market price, or in negotiated transactions. The selling
stockholder will act independently of us in making decisions with respect
to the timing, manner and size of each sale. The selling stockholder could
transfer, distribute, devise or gift shares by other means. Alternatively,
the shares of common stock may be sold from time to time in one or more of
the following transactions, without limitation: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction, (b) purchases by a broker or dealer as
principal and resale by such broker or dealer or for its account pursuant
to this prospectus, as supplemented, (c) an exchange distribution in
accordance with the rules of such exchange, (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (e)
face to face transactions between sellers and purchasers without a
broker-dealer and (f) by writing options. In addition, any securities
covered by this prospectus which qualify for sale pursuant to Rule 144
under the Securities Act of 1933, as amended, may be sold under Rule 144
rather than pursuant to this prospectus, as supplemented. From time to time
the selling stockholder may engage in short sales, short sales against the
box, puts and calls and other transactions in our securities or derivatives
thereof, and may sell and deliver the shares related to these transactions.
For example, the selling stockholder may (i) enter into transactions
involving short sales of the shares by broker-dealers in the course of
hedging the positions they assume with such selling stockholder; (ii) sell
shares short itself and deliver the shares registered hereby to settle such
short sales or to close out stock loans incurred in connection with its
short positions; (iii) write call options, put options or other derivative
instruments (including exchange-traded options or privately negotiated
options) with respect to the shares, or which its settles through delivery
of the shares; (iv) enter into option transactions or other types of
transactions that require such selling stockholder to deliver shares to a
broker, dealer or other financial institution, who may then resell or
transfer the shares under this prospectus or (v) loan the shares to a
broker, dealer or other financial institution, who may sell the loaned
shares.

          From time to time the selling stockholder may pledge its shares
pursuant to the margin provisions of its customer agreements with its
brokers. Upon a default by the selling stockholder, the broker may offer
and sell the pledged shares of common stock from time to time as described
above.

          Any broker and any broker-dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares
of common stock may be deemed to be "underwriters" within the meaning of
the Securities Act. In this case, any commissions received by these
broker-dealers, agents or underwriters and any profit on the resale of the
shares of common stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Because the selling
stockholder may be deemed to be an underwriter within the meaning of
Section 2(11) of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act. We have advised the selling
stockholder that the anti-manipulation rules under the Securities Exchange
Act of 1934, as amended, including Regulation M may apply to sales of the
shares of common stock by the selling stockholder.

          All expenses of registration of the common stock (other than
commissions and discounts of underwriters, dealers or agents), estimated to
be approximately $15,360, shall be borne by us. As and when we are required
to update this prospectus, we may incur additional expenses in excess of
this estimated amount.

                               LEGAL MATTERS

          Certain legal matters in connection with the validity of the
shares of common stock offered hereby will be passed upon for us by
Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New
York 10004.

                                  EXPERTS

          The consolidated financial statements of Terex Corporation as of
December 31, 2002 and 2001 and for each of the three years in the period
ended December 31, 2002 incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Terex Corporation for the year ended December
31, 2002 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

          The consolidated financial statements of Genie Holdings, Inc. and
its subsidiaries as of December 31, 2001 and for the year then ended
incorporated in this prospectus by reference to the Current Report on Form
8-K/A of Terex Corporation dated November 26, 2002 have been so
incorporated in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                           ABOUT THIS PROSPECTUS

          This prospectus relates to the sale by the selling stockholder of
up to 208,591 shares of our common stock. The selling stockholder may sell
the common stock described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the common stock
the selling stockholder may offer. To the extent required, each time the
selling stockholder sells shares of our common stock, a prospectus
supplement will be provided that will contain specific information about
the terms of that offering. You should read this prospectus and any
accompanying prospectus supplement together with the additional information
contained under the headings "Where You Can Find More Information" and
"Incorporation of Certain Documents By Reference."

          You should rely only on the information contained or incorporated
by reference in this prospectus. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. These
securities are not being offered for sale in any jurisdiction where the
offer or sale is not permitted. You should assume that the information
appearing in this prospectus is accurate only as of the date on the front
cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.

          Information contained in our web site does not constitute part of
this prospectus.

                         FORWARD-LOOKING STATEMENTS

          This prospectus and the documents incorporated by reference
contain and refer to forward-looking statements that involve risks and
uncertainties. Generally, the words "may," "expects," "intends,"
"anticipates," "plans," "projects," "estimates" or similar words 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 our current expectations and
projections about future events. These statements are not guarantees of
future performance. It is possible that actual events and results will
differ materially as future events are difficult to predict. In addition,
many of the risks, uncertainties and assumptions about us are beyond our
control. Some of these risks, uncertainties and assumptions are:

          o    our business is highly cyclical and weak general economic
               conditions may affect the sales of our products and our
               financial results;

          o    construction, infrastructure and mining activity are
               affected by interest rates and government spending;

          o    our ability to successfully integrate new businesses may
               affect our future performance;

          o    changes in our key management personnel;

          o    our businesses are in very competitive industries and may be
               affected by pricing, product and other actions taken by our
               competitors;

          o    changes in laws and regulations;

          o    we manufacture and sell our products in many countries and
               we may be affected by changes in exchange rates between
               currencies, as well as international politics;

          o    our ability to manufacture and deliver our products to
               customers on a timely basis;

          o    dependence of some of our customers relying on third party
               financing to purchase our products;

          o    the ability of our suppliers to supply us with parts and
               components at competitive prices on a timely basis;

          o    our ability to pay dividends may be limited by the terms of
               our existing debt agreements and state law;

          o    we have a significant amount of debt and our debt agreements
               contain a number of restrictive covenants; and

          o    we are subject to various environmental laws and
               regulations.

          The forward-looking statements made or referred to in this
prospectus and the documents incorporated by reference reflect our
expectations and projections at the time the statement was made. We do not
undertake any obligation to update publicly any forward-looking statement
which may result from changes in events, conditions, circumstances or
expectations on which we have based any forward-looking statement.

                    WHERE YOU CAN FIND MORE INFORMATION

          We are a reporting company and file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission, or the SEC. You may read and copy such material at the
Public Reference Room maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more
information on the operation of the Public Reference Room. You can also
find our SEC filings at the SEC's web site at http://www.sec.gov. In
addition, you may inspect our SEC filings at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The SEC allows us to "incorporate by reference" information that
we file with them, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Exchange Act:

          1.   Annual Report on Form 10-K for the year ended December 31,
               2002;

          2.   Quarterly Report on Form 10-Q for the calendar quarter ended
               March 31, 2003;

          3.   Quarterly Report on Form 10-Q for the calendar quarter ended
               June 30, 2003;

          4.   The Company's Notice of Annual Meeting of Stockholders and
               Proxy Statement dated April 7, 2003;

          5.   Current Report on Form 8-K/A dated November 26, 2002, and
               filed with the SEC on November 26, 2002;

          6.   Current Report on Form 8-K dated January 1, 2003, and filed
               with the SEC on January 8, 2003;

          7.   Current Report on Form 8-K dated January 23, 2003, and filed
               with the SEC on January 24, 2003;

          8.   Current Report on Form 8-K dated February 6, 2003, and filed
               with the SEC on February 7, 2003;

          9.   Current Report on Form 8-K dated February 19, 2003, and
               filed with the SEC on February 20, 2003;

          10.  Current Report on Form 8-K dated April 8, 2003, and filed
               with the SEC on April 8, 2003;

          11.  Current Report on Form 8-K dated May 29, 2003, and filed
               with the SEC on May 29, 2003;

          12.  Current Report on Form 8-K dated July 1, 2003, and filed
               with the SEC on July 1, 2003;

          13.  Current Report on Form 8-K dated July 11, 2003, and filed
               with the SEC on July 11, 2003;

          14.  Current Report on Form 8-K dated September 3, 2003, and
               filed with the SEC on September 3, 2003; and

          15.  The description of the Common Stock contained in the
               Company's Registration Statement on Form 8-A dated February
               22, 1991, including any amendment or report filed with the
               Commission for the purpose of updating such description.

          This prospectus is part of a registration statement we have filed
with the SEC relating to our common stock. As permitted by SEC rules, this
prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file
with the SEC. You may refer to the registration statement and the exhibits
and schedules for more information about us and our common stock. The
registration statement and exhibits and schedules are also available at the
SEC's Public Reference Room or through its web site.

          You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:

                             Terex Corporation
                             500 Post Road East
                        Westport, Connecticut 06880
                               (203) 222-7170
                              Attn: Secretary


<PAGE>

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



                               208,591 SHARES



                             TEREX CORPORATION



                                COMMON STOCK

                              ________________

                                 PROSPECTUS

                              ________________




















                                   , 2003

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


 <PAGE>




                                  PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

          The following table itemizes the expenses incurred by Terex
Corporation ("Terex" or the "Company") in connection with the offering of
the common stock being registered. All amounts shown are estimates except
the Securities and Exchange Commission (the "Commission") registration fee.

                  ITEM                                                AMOUNT
                 -----                                                ------

Registration Fee - Securities and Exchange Commission.............   $   368
Legal Fees and Expenses...........................................    10,000
Accounting Fees and Expenses......................................     3,000
Miscellaneous.....................................................     2,000

   TOTAL..........................................................   $15,368

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation Law ("DGCL") and
Terex's amended and restated by-laws provide for the indemnification of
Terex's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933, as amended (the
"Securities Act").

          Terex's amended and restated by-laws generally requires Terex to
indemnify its officers and directors against all liabilities (including
judgments, settlements, fines and penalties) and reasonable expenses
incurred in connection with the investigation, defense, settlement or
appeal of certain actions, whether instituted by a third party or a
stockholder (either directly or indirectly) and including specifically, but
without limitation, actions brought under the Securities Act, and/or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); except
that no such indemnification will be permitted if such director or officer
was not successful in defending against any such action and it is
determined that the director officer breached or failed to perform his or
her duties to Terex, and such breach or failure constitutes (i) a willful
breach of his or her "duty of loyalty", (ii) acts or omissions not in good
faith or involving intentional misconduct or a knowing violation of the
law, (iii) a violation of Section 174 of the DGCL, relating to prohibited
dividends or distributions or the repurchase or redemption of stock or (iv)
a transaction where such individual derived an improper financial profit
(unless it is deemed that such profit is immaterial in light of all of the
circumstances) (collectively, "Breach of Duty"). Notwithstanding the
foregoing, subject to certain exceptions, the restated by-laws provide that
directors or officers initiating an action are not entitled to
indemnification.

          The amended and restated by-laws of Terex also establish certain
procedures by which (i) a director or officer may request an advance on his
or her reasonable expenses, prior to the final disposition of an action,
(ii) Terex may withhold an indemnification payment from a director or
officer, (iii) a director or officer may be entitled to partial
indemnification and (iv) a director or officer may challenge Terex's denial
to furnish him or her with requested indemnification. Additionally, the
restated by-laws provide that the adverse termination of an action against
an officer or director, is not in and of itself sufficient to create a
presumption that a director or officer engaged in conduct constituting a
Breach of Duty.

        Finally, Terex's restated certificate of incorporation contains a
provision which eliminates the personal liability of a director to Terex
and its stockholders for certain breaches of his or her fiduciary duty of
care as a director. This provision does not, however, eliminate or limit
the personal liability of a director (i) for any breach of such director's
"duty of loyalty" (as further defined therein) to Terex or its
stockholders, (ii) for acts or omissions not in "good faith" (as further
defined therein) or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, relating in general
to the willful or negligent payment of an illegal dividend or the
authorization of an unlawful stock repurchase or redemption, or (iv) for
any transaction from which the director derived an improper personal profit
to the extent of such profit. This provision of the restated certificate of
incorporation offers persons who serve on the Board of Directors of Terex
protection against awards of monetary damages resulting from negligent
(except as indicated above) and "grossly" negligent actions taken in the
performance of their duty of care, including grossly negligent business
decisions made in connection with takeover proposals for Terex. As a result
of this provision, the ability of Terex or a stockholder thereof to
successfully prosecute an action against a director for a breach of his
duty of care has been limited. However, the provision does not affect the
availability of equitable remedies such as an injunction or rescission
based upon a director's breach of his duty of care. Although the validity
and scope of Section 145 of the DGCL has not been tested in court, the
Securities and Exchange Commission (the "Commission") has taken the
position that the provision will have no effect on claims arising under the
federal securities laws.

          Terex maintains a directors' and officers' insurance policy which
insures the officers and directors of Terex from any claim arising out of
an alleged wrongful act by such persons in their respective capacities as
officers and directors of Terex.

ITEM 16.  EXHIBITS

          (a) Exhibits:

          4.1  Registration Rights Agreement, dated as of August 28, 2003,
               by and among Terex Corporation and SDC Prague, s.r.o.

          4.2  Stock Purchase Agreement, dated as of August 28, 2003, by
               and among SDC Prague, s.r.o., Terex Corporation, and GP
               Omikron, s.r.o.

          5.1  Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
               the legality of securities being registered.*

          23.1 Consent of Fried, Frank, Harris, Shriver & Jacobson
               (included as part of Exhibit 5.1).*

          23.2 Consent of PricewaterhouseCoopers LLP (relates to Terex
               Corporation financial statements).

          23.3 Consent of PricewaterhouseCoopers LLP (relates to Genie
               Holdings, Inc. financial statements).

          24.1 Power of attorney (included on signature page).

         ___________________________
         * To be filed by amendment.


<PAGE>


ITEM 17.  UNDERTAKINGS

          The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;

                    (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

               provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in
the registration statement.

               (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          The Company hereby further undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.


<PAGE>


                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westport, State of
Connecticut, on September 22, 2003.

                                            TEREX CORPORATION


                                            By:/s/ Eric I Cohen
                                               -----------------------------
                                               Eric I Cohen
                                               Senior Vice President, Secretary
                                               and General Counsel

                             POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Ronald M. DeFeo and Eric I
Cohen, or either of them, as his true and lawful attorneys in fact and
agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities to sign any and all
amendments (including post effective amendments) to this Registration
Statement, and any related Rule 462 (b) Registration Statement and to file
the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney in fact and agent, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys in fact and
agents, or any of them, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 6 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.

        Name                           Title                            Date
        ----                           -----                            ----
<TABLE>
<CAPTION>
<S>                         <C>                                        <C>

/s/ Ronald M. DeFeo        Chairman, Chief Executive Officer           September 22, 2003
    -----------------      and Director (Principal Executive Officer)
    Ronald M. DeFeo

/s/ Phillip C. Widman      Chief Financial Officer (Principal          September 22, 2003
    -----------------      Financial Officer)
    Phillip C. Widman

/s/ Mark T. Cohen          Controller (Principal Accounting Officer)   September 22, 2003
    -----------------
    Mark T. Cohen

/s/ G. Chris Andersen      Director                                    September 22, 2003
    ----------------
    G. Chris Andersen

/s/ William H. Fike        Director                                    September 22, 2003
    -----------------
    William H. Fike

/s/ Donald P. Jacobs       Director                                    September 22, 2003
    -----------------
    Donald P. Jacobs

/s/ Don DFosset            Director                                    September 22, 2003
    -----------------
    Don DeFosset

/s/ David A. Sachs         Director                                    September 22, 2003
    -----------------
    David A. Sachs

/s/ J.C. Watts, Jr.        Director                                    September 22, 2003
    -----------------
    J.C. Watts, Jr.

/s/ Helge H. Wehmeier      Director                                    September 22, 2003
    -----------------
    Helge H. Wehmeier

</TABLE>


<PAGE>



                               EXHIBIT INDEX

   Exhibit No.                      Description
   -----------                      -----------

   4.1         Registration Rights Agreement, dated as of August 28, 2003,
               by and among Terex Corporation and SDC Prague, s.r.o.

   4.2         Stock Purchase Agreement, dated as of August 28, 2003, by
               and among SDC Prague, s.r.o., Terex Corporation, and GP
               Omikron, s.r.o.

   5.1         Opinion of Fried, Frank, Harris, Shriver & Jacobson as to
               the legality of securities being registered.*

   23.1        Consent of Fried, Frank, Harris, Shriver & Jacobson
               (included as part of Exhibit 5.1).*

   23.2        Consent of PricewaterhouseCoopers LLP (relates to Terex
               Corporation financial statements).

   23.3        Consent of PricewaterhouseCoopers LLP (relates to Genie
               Holdings, Inc. financial statements).

   24.1        Power of attorney (included on signature page).

   __________________________
   * To be filed by amendment.


<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>ex4-1.txt
<TEXT>
                                                                 EXECUTION COPY

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

















                       REGISTRATION RIGHTS AGREEMENT

                                by and among


                             TEREX CORPORATION

                                    and

                             SDC PRAGUE, S.R.O.

                        Dated as of August 28, 2003

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


<PAGE>

                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----

1.   Definitions............................................................1

2.   Registration Rights....................................................2

3.   Conditions and Limitations.............................................3

4.   Registration Procedures................................................4

5.   Indemnification and Contribution.......................................5

6.   Registration Expenses..................................................7

7.   Miscellaneous..........................................................7

     7.1.   Termination.....................................................7

     7.2.   No Waivers; Amendments..........................................7

     7.3.   Notices.........................................................7

     7.4.   Successors and Assigns..........................................8

     7.5.   Headings........................................................8

     7.6.   Governing Law...................................................8

     7.7.   WAIVER OF JURY TRIAL............................................9

     7.8.   Severability....................................................9

     7.9.   Entire Agreement................................................9

     7.10.  Specific Performance............................................9

     7.11.  Action of Stockholders..........................................9


<PAGE>

          This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and
entered into as of August 28, 2003, by and among Terex Corporation, a
Delaware corporation (the "Company") and SDC Prague, S.R.O., a company
organized under the laws of the Czech Republic ("SDC Prague").

          WHEREAS, this Agreement is made pursuant to the Stock Purchase
Agreement, dated as of August [28], 2003, by and among the Company, GP
Omikron, S.R.O., and SDC Prague, dated as of the date hereof (the "Stock
Purchase Agreement"); and

          WHEREAS, pursuant to the Stock Purchase Agreement, SDC Prague
will receive shares of Common Stock (as defined below) of the Company.

          NOW, THEREFORE, the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
intending to be bound hereby agree as follows:

1.   Definitions.
     -----------

     As used in this Agreement, the following terms shall have the
following meanings:

          "Agreement" has the meaning set forth in the recitals hereof.

          "Business Day" means any day that the New York Stock Exchange is
normally open for trading for a full day and that is not a Saturday, a
Sunday or a day on which banks in the City of New York are authorized or
required to close for regular banking business.

          "Closing Date" shall have the meaning ascribed to it in the Stock
Purchase Agreement.

          "Common Stock" means the common stock, par value $0.01 per share,
of the Company.

          "Company" has the meaning set forth in the preamble.

          "Competition Office Approval Date" means the date on which (A)
the Office of the Protection of the Economic Competition of the Czech
Republic (the "Czech Competition Office") shall have issued a final
decision (pravomocne rozhodnuti) permitting the TATRA Share Transfer, (B)
the relevant waiting period with regard to the Czech Competition Office
shall have expired without the Czech Competition Office prohibiting the
TATRA Share Transfer, or (C) the Czech Competition Office shall have
decided that the TATRA Share Transfer is not subject to its approval and
the Purchaser shall have received a letter confirming that no such approval
is required to carryout the TATRA Share Transfer.

          "Delay Period" has the meaning set forth in Section 3(c) hereof.

          "Effectiveness Period" has the meaning set forth in Section 2.2
hereof.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

          "Person" means an individual, corporation, limited liability
company, partnership, joint venture, joint stock company, association,
trust, unincorporated entity or other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof, whether acting in an individual, fiduciary or other capacity.

          "Prospectus" means the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430(A), as amended
or supplemented by any prospectus supplement, with respect to the terms of
the offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such
prospectus.

          "Registrable Securities" means the shares of Common Stock to be
issued to SDC Prague pursuant to the Stock Purchase Agreement, including
any shares of Common Stock paid, issued or distributed in respect of such
shares by way of stock dividends or distribution or stock split or in
connection with a combination of shares, recapitalization, reorganization,
merger or otherwise, until in the case of any such shares of Common Stock
(x) a Registration Statement covering such shares of Common Stock has been
declared effective under the Securities Act and such shares of Common Stock
have been disposed of pursuant to such effective registration statement
under the Securities Act, or (y) such shares of Common Stock are eligible
to be transferred by their holder without registration pursuant to Rule 144
under the Securities Act or any successor rule and the Company has agreed
to remove the restrictive legend referred to in Section 12 of the Stock
Purchase Agreement upon such sale.

          "Registration Statement" shall have the meaning set forth in
Section 2.1(a) hereof.

          "SDC Prague" has the meaning set forth in the preamble.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.

          "Stock Purchase Agreement" has the meaning set forth in the
recitals hereof.

          "TATRA Share Transfer" shall have the meaning ascribed to it in
the Stock Purchase Agreement.

2.   Registration Rights.
     -------------------

          2.1. Shelf Registration. Subject to the conditions set forth in
Section 3 hereof, the Company shall, as soon as practicable but in any
event by the later of (x) 30 days after the Closing Date and (y) the
Competition Office Approval Date, file a registration statement under the
Securities Act relating to the Registrable Securities, which registration
statement provides for the sale by SDC Prague of Registrable Securities
from time to time on a delayed or continuous basis pursuant to Rule 415
under the Securities Act (the "Registration Statement"). The Company shall
use commercially reasonable efforts to cause the Registration Statement to
be declared effective as soon as practicable following such filing. The
Company hereby represents and warrants that, as of the date hereof, the
Company meets the requirements for use of Form S-3 for registration of the
resale of Registrable Securities and does not have any actual knowledge of
any fact which would reasonably result in its not meeting such
requirements.

          2.2. Effectiveness Period. Subject to the conditions set forth in
Section 3 hereof, upon having the Registration Statement declared effective
by the SEC, the Company agrees to use its reasonable best efforts to keep
the Registration Statement continuously effective and usable for the resale
of Registrable Securities for a period ending on the earlier of (i) the
first anniversary of the Closing Date (such date to be extended by the
number of days beginning on the date the Company gives notice to SDC Prague
of any Delay Period (defined below) to and including the date on which SDC
Prague receives notice from the Company of the reinstatement of
effectiveness of the Registration Statement); and (ii) the date on which
Registrable Securities are no longer owned by SDC Prague or SDC
International (the "Effectiveness Period").

3.   Conditions and Limitations.
     --------------------------

          Notwithstanding anything herein to the contrary, SDC Prague
agrees:

               (a) The Company shall have the right to suspend the
effectiveness of the Registration Statement, for up to 45 consecutive days,
but no more than an aggregate of 135 days during any 365 day period (a
"Delay Period") if (i) (A) an event occurs and is continuing as a result of
which the Registration Statement would, in the Company's good faith
judgment, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not
misleading and (B) if the Company determines in good faith that the
disclosure of such event at such time would have a material adverse effect
on the business, operations or prospects of the Company or (ii) the
disclosure otherwise relates to a pending material business transaction
which has not yet been publicly disclosed. If the Company suspends the
effectiveness of a Registration Statement, the Company shall promptly
provide notice (to the extent practicable) to SDC Prague of such Delay
Period. In addition, the Company shall promptly provide notice to SDC
Prague of the reinstatement of effectiveness of the Registration Statement.
The holders of Registrable Securities shall cease all disposition efforts
with respect to Registrable Securities held by them immediately upon the
beginning of any Delay Period until notified of the end of such Delay
Period. The Company hereby represents and warrants that, as of the date
hereof, no business transaction of the type referred to in subsection (ii)
above exists or is pending.

               (b) SDC Prague shall not, during the period starting with
the Company's date of filing of, and ending 120 calendar days immediately
following the effective date of any registration statement pertaining to
securities of the Company, if so requested by an underwriter in an
underwritten offering for the Company (and only for the account of the
Company), effect any public sale or distribution of any of the Company's
equity securities including a sale pursuant to Rule 144. In addition, if
requested by the Company, SDC Prague shall not effect any public sale or
distribution of any of the Registrable Securities pursuant to the
Registration Statement, during the ten-day period prior to, and during the
pendency of, any period during which an exchange ratio or similar valuation
formula based upon the trading prices of the Common Stock is being
calculated.

               (c) SDC Prague acknowledges and agrees that no Registrable
Securities may be included in the Registration Statement pursuant to this
Agreement unless and until SDC Prague furnishes to the Company in writing,
the information specified in Item 507 of S-K and such other information
which is required to be disclosed in the Registration Statement as
reasonably determined by counsel of the Company;

4.   Registration Procedures.
     -----------------------

          In connection with the registration obligations of the Company
pursuant to and in accordance with Section 2 hereof (and subject to the
Company's rights under Section 3), the Company will use its commercially
reasonable efforts to effect such registration to permit the sale of such
Registrable Securities in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible:

               (a) prepare and file with the SEC such amendments (including
post-effective amendments) to the Registration Statement, and such
supplements to the Prospectus, as may be required by the rules, regulations
or instructions applicable to the Securities Act or the rules and
regulations thereunder during the applicable period in accordance with the
intended methods of disposition by SDC Prague thereof (other than pursuant
to any underwritten registration or underwritten offering) and cause the
Prospectus as so supplemented to be filed pursuant to Rule 424 under the
Securities Act;

               (b) use reasonable best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness of the Registration
Statement, or the prompt lifting of any suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction in the United States;

               (c) if requested by SDC Prague, furnish to counsel for SDC
Prague, without charge, one conformed copy of the Registration Statement as
declared effective by the SEC and of each post-effective amendment thereto,
in each case including financial statements and schedules and all exhibits
and reports incorporated or deemed to be incorporated therein by reference;
and such number of copies of the preliminary Prospectus, each amended
preliminary Prospectus, each final Prospectus and each post-effective
amendment or supplement thereto, as SDC Prague may reasonably request in
order to facilitate the disposition of the Registrable Securities covered
by the Registration Statement in conformity with the requirement of the
Securities Act (the Company hereby consenting to such use of such
documents);

               (d) except during any Delay Period described in Section 3
above, upon the occurrence of any event contemplated by Sections 3(a)(i)(A)
or 3(a)(ii) above, promptly prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such
Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading;

               (e) cause all Registrable Securities covered by the
Registration Statement to be listed on each securities exchange, if any, on
which similar securities issued by the Company are then listed; and

               (f) the Company will use its reasonable best efforts to
obtain all necessary state securities law or "Blue Sky" permits and
approvals required for the sale of the Registrable Securities.

5.   Indemnification and Contribution.

               (a) The Company will indemnify and hold harmless each holder
of Registrable Securities, each Person, if any, who controls such holder
within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, and the agents, employees, officers and directors of
such holder and each such controlling Person, against any losses, claims,
damages or liabilities to which such indemnified party may become subject,
under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or any action in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or Prospectus or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and will reimburse such indemnified parties for any legal or
other expenses reasonably incurred by them in connection with investigating
or defending against such loss, claim, damage or liability as such expenses
are incurred; provided, however, that the Company shall not be liable in
any such case to the extent any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and
in conformity with information furnished in writing to the Company by such
indemnified party specifically for use in the preparation thereof provided,
further, that the Company shall not be liable to any indemnified party
hereunder with respect to the Registration Statement or Prospectus to the
extent that any such loss, claim, damage or liability of such indemnified
party results solely from an untrue statement of a material fact contained
in, or the omission of a material fact from, the Registration Statement or
Prospectus, which untrue statement or omission was corrected in an amended
or supplemented Registration Statement or Prospectus, if the Person
alleging such loss, claim, damage or liability was not sent or given, at or
prior to the written confirmation of such sale, a copy of the amended or
supplemented Registration Statement or Prospectus if the Company had
previously furnished copies thereof to such indemnified party.

               (b) Each holder of Registrable Securities, severally and not
jointly, will indemnify and hold harmless the Company, each Person, if any,
who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, and the agents,
employees, officers and directors of the Company and each such controlling
Person against any losses, claims, damages or liabilities to which each
such indemnified party may become subject, under the Securities Act or
otherwise, to the same extent as the foregoing indemnity from the Company,
but only insofar as such losses, claims, damages or liabilities arise out
of or are based upon misstatements or alleged misstatements or omissions or
alleged omissions made in reliance upon and in conformity with information
furnished in writing by such holder to the Company specifically for use in
the preparation of the Registration Statement or Prospectus or any
amendment or supplement thereto and will reimburse such indemnified parties
for any legal or other expenses reasonably incurred by them in connection
with investigating or defending against such loss, claim, damage or
liability as such expenses are incurred. Notwithstanding anything to the
contrary in this Agreement, any and all payments by all holders of
Registrable Securities, collectively, pursuant to this Section 5 shall be
limited to, in the aggregate, an amount equal to the proceeds from the sale
thereof.

               (c) Promptly after receipt by an indemnified party of notice
of the commencement of any action, such indemnified party shall notify the
indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party shall not relieve it from any liability
that it may have to any indemnified party except to the extent the
indemnifying party shall have been prejudiced as a result of such failure.
In case any such action shall be brought against any indemnified party, and
it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and, to the extent
that it shall wish, to assume the defense thereof, with counsel
satisfactory to such indemnified party. In the event the indemnifying party
shall assume the defense thereof, any such indemnified party shall have the
right to employ separate counsel in such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party has
agreed to pay such fees and expenses or (ii) the named parties to any such
action or proceeding (including any impleaded parties) include both such
indemnified party and the indemnifying party, and such indemnified party
shall have been advised by counsel that there may be one or more legal
defenses available to such indemnified party which are different from or
additional to those available to the indemnifying party (in which case, if
such indemnified party notifies the indemnifying party in writing that it
elects to employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the defense of
such action or proceeding on behalf of such indemnified party, it being
understood, however, that the indemnifying party shall not, in connection
with any one such action or proceeding or separate but substantially
similar or related actions or proceedings in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
fees and expense of more than one separate firm of attorneys at any time
for all such indemnified parties). Any such fees and expenses payable by
the indemnifying party shall be paid to the indemnified party entitled
thereto as incurred by such indemnified party. The indemnifying party shall
not be liable for any settlement of any such action or proceeding effected
without its written consent (which shall not be unreasonably withheld), but
if settled with its written consent, or if there be a final judgment for
the plaintiff in any such action or proceeding, the indemnifying party
agrees to indemnify and hold harmless each such indemnified party from and
against any loss or liability by reason of such settlement or judgment.

               (d) The obligations of the Company and the holders of
Registrable Securities under this Section 5 shall be in addition to any
liability that such Persons may otherwise have.

6.   Registration Expenses.
     ---------------------
               Except as provided in the last sentence of this Section 6
and except as provided in Section 5, whether or not the Registration
Statement becomes effective, the Company shall pay all costs, fees and
expenses incident to the Company's performance of or compliance with this
Agreement including, without limitation, (i) all SEC registration and
filing fees, (ii) fees and expenses of compliance with securities or Blue
Sky laws, (iii) fees and disbursements of counsel for the Company and (iv)
fees and disbursements of all independent certified public accountants of
the Company and all other Persons retained by the Company in connection
with the Registration Statement. In all cases, SDC Prague will be
responsible for, if applicable, underwriters discounts, selling commissions
and fees and disbursements of counsel for SDC Prague with respect to the
Registrable Securities being sold by it and the Company will have no
obligation to pay any such amounts.

7.   Miscellaneous.
     -------------

          7.1. Termination. This Agreement and the obligations of the
Company hereunder shall terminate on the first date on which no Registrable
Securities remain outstanding.

          7.2. No Waivers; Amendments.

               (a) No failure or delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right,
power or privilege.

               (b) Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by
all parties hereto.

          7.3. Notices. All notices, requests, demands and other
communications required or permitted herein shall be in writing and shall
be deemed given when delivered personally; one Business Day after being
deposited with a next-day air courier; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back if
telexed and when receipt is acknowledged, if telecopied, in each case to
the parties at the following addresses (or at such other address for a
party as shall be specified by like notice; provided that notices of a
change of address shall be effective only upon receipt thereof):

               (a) if to SDC Prague, initially at SDC Prague, S.R.O., c/o
SDC International, Inc., 23 Bradley Place, Palm Beach, Florida 33480 with a
copy to Kramer, Levin Naftalis & Frankel LLP, 919 Third Avenue, New York,
New York 10022, Attention: Andrew Hulsh, Esq.; and

               (b) if to the Company, initially at Terex Corporation, 500
Post Road East, Westport, Connecticut 06880, Attention: Eric I Cohen, Esq.,
with a copy to Fried, Frank, Harris, Shriver & Jacobson, One New York
Plaza, New York, New York 10004, Attention: Steven Scheinfeld, Esq.

          7.4. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation, subsequent holders of Registrable
Securities. If any Person shall acquire Registrable Securities, in any
manner, whether by operation of law or otherwise, but in compliance with
the Securities Act, such transferee shall promptly notify the Company and
such Registrable Securities acquired from such Person shall be held subject
to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be entitled to receive the
benefits of and be conclusively deemed to have agreed to be bound by and to
perform all of the terms and provisions of this Agreement. Any such
successor or assign shall agree in writing to acquire and hold the
Registrable Securities acquired from such Person subject to all of the
terms hereof.

          7.5. Counterparts. This Agreement may be executed in any number
of counterparts and by fax, each of which when so executed and delivered
shall be deemed an original with the same effect as if the signatures
thereto and hereto were upon the same instrument.

          7.6. Headings. The headings in this Agreement are for convenience
of reference only and shall not control or affect the meaning or
construction of any provisions hereof.

          7.7. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without
giving effect to the principles of conflicts of law. Each of the parties
hereto hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of New York and of the
United States of America, in each case located in the County of New York,
for any litigation arising out of or relating to this Agreement and the
transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), and further agrees that service of
any process, summons, notice or document by U.S. registered mail to its
respective address set forth in this Agreement, or such other address as
may be given by one or more parties to the other parties in accordance with
the notice provisions of Section 7.3, shall be effective service of process
for any litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection
to the laying of venue of any litigation arising out of this Agreement or
the transactions contemplated hereby in the courts of the State of New York
or the United States of America, in each case located in the County of New
York, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such litigation brought in
any such court has been brought in an inconvenient forum.

          7.8. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

          7.9. Severability. The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the
validity, legality or enforceability of the remainder of this Agreement in
such jurisdiction or the validity, legality or enforceability of this
Agreement, including any such provision, in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder
shall be enforceable to the fullest extent permitted by law.

          7.10. Entire Agreement. This Agreement constitutes the entire
agreement and understanding among the parties hereto relating to the
subject matter hereof and supersedes any and all prior agreements and
understandings among or between the parties, both written or oral, relating
to the subject matter hereof.

          7.11. Specific Performance. The parties hereto agree that if any
of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached, irreparable damage would
occur, no adequate remedy at law would exist and damages would be difficult
to determine, and that the parties shall be entitled to specific
performance of the terms hereof and immediate injunctive relief, without
the necessity of proving the inadequacy of money damages as a remedy, in
addition to any other remedy at law or equity.

                [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>




          IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.

                                            TEREX CORPORATION



                                            By:  /s/ Eric I Cohen
                                                ------------------------------
                                                Name:  Eric I Cohen
                                                Title: Senior Vice President


<PAGE>



                                            SDC PRAGUE, S.R.O.



                                            By:  /s/ Edita Stedra
                                                ------------------------------
                                                Name:  Edita Stedra
                                                Title: Executive

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>ex4-2.txt
<TEXT>
                                                                 EXECUTION COPY






                          STOCK PURCHASE AGREEMENT

                                by and among

                            SDC PRAGUE, S.R.O.,

                             TEREX CORPORATION,

                                    and

                             GP OMIKRON, S.R.O.

                                Dated as of

                              August 28, 2003

<PAGE>

                             TABLE OF CONTENTS

                                                                           Page
                                                                           ----

SECTION 1.     Definitions and Usage..........................................1

SECTION 2.     Sale of TATRA Shares...........................................1
   2.1.        The TATRA Purchase; Consideration..............................1
   2.2.        The Closing....................................................2
   2.3.        Actions at the Closing.........................................4

SECTION 3.     Representations and Warranties of SDC Prague...................6
   3.1.        Organization and Good Standing; Power and Authority;
               Qualifications.................................................6
   3.2.        Authorization of the Documents.................................6
   3.3.        Capitalization.................................................7
   3.4.        TATRA Shares...................................................7
   3.5.        Litigation.....................................................7
   3.6.        Governmental Investigations....................................7
   3.7.        Consents.......................................................7
   3.8.        Non-Contravention..............................................8
   3.9.        Brokers and Finders............................................8
   3.10.       Prohibited Payments............................................8
   3.11.       Acquisition of Terex Stock for Investment; Ability to
               Evaluate and Bear Risk.........................................9
   3.12.       Information Supplied; Disclosure...............................9

SECTION 4.     Representations and Warranties of Terex........................9
   4.1.        Organization and Qualification.................................9
   4.2.        Due Authorization.............................................10
   4.3.        Consents......................................................11
   4.4.        Brokers or Finders............................................11

SECTION 5.     Pre-Closing Covenants.........................................11
   5.1.        Negative Agreements...........................................11
   5.2.        Disclosure....................................................12
   5.3.        Notification of Material Information..........................12
   5.4.        Cooperation...................................................12
   5.5.        Access to TATRA...............................................12
   5.6.        No Solicitation...............................................12

SECTION 6.     Termination...................................................13
   6.1.        General Provision.............................................13
   6.2.        Termination by Terex or the Purchaser.........................14
   6.3.        Termination by SDC Prague.....................................14
   6.4.        Effect of Termination.........................................15

SECTION 7.     [Intentionally omitted.]......................................15

SECTION 8.     Survival of Representations, Warranties, Agreements and
               Covenants, Etc............................................... 16

SECTION 9.     Indemnification...............................................16
   9.1.        General Indemnification.......................................16
   9.2.        Indemnification Principles....................................17
   9.3.        Claim Notice..................................................17

SECTION 10.    Remedies......................................................18

SECTION 11.    Payment of Expenses...........................................19

SECTION 12.    Further Assurances............................................19

SECTION 13.    Legends.......................................................19

SECTION 14.    Successors and Assigns........................................20

SECTION 15.    Entire Agreement..............................................20

SECTION 16.    Notices.......................................................20

SECTION 17.    Amendments....................................................21

SECTION 18.    Counterparts..................................................21

SECTION 19.    Headings......................................................21

SECTION 20.    Nouns and Pronouns............................................21

SECTION 21.    Governing Law.................................................21

SECTION 22.    Severability..................................................22

SECTION 23.    Definitions...................................................22

SECTION 24.    Currency......................................................25


<PAGE>

Exhibits

- --------

Exhibit A      Contract on the Transfer of Securities

Exhibit B      Form of Registration Rights Agreement

Exhibit C      Form of Termination Agreement

                           INDEX OF DEFINED TERMS

Term                                                                 Section
- ----                                                                 -------
$.........................................................................24
2001 Stock Purchase Agreement.......................................Recitals
Acquisition Proposal......................................................23
Affiliate.................................................................23
Agreement...........................................................Preamble
Business..................................................................23
Business Day..............................................................23
Capitalink Expenses.......................................................11
Cash Consideration................................................2.1(b)(ii)
Claim Notice.............................................................9.3
Closing...............................................................2.2(a)
Closing Date..........................................................2.2(a)
Closing Price.............................................................23
Company.............................................................Recitals
Competitive Financing Transaction.....................................6.3(c)
Consideration.........................................................2.1(b)
Contract Shares...........................................................23
Czech Competition Office..........................................2.2(b)(ii)
CZK.......................................................................24
Encumbrance...............................................................23
Exchange Act..............................................................23
Executive.........................................................2.3(a)(ii)
Financing Transaction.................................................6.3(b)
Governmental Entity.......................................................23
Guarantee.................................................................23
Indemnification Agreement.................................................23
Intention Notice......................................................6.3(d)
Law.......................................................................23
Legal Fees................................................................11
Loan Agreement............................................................23
Losses...................................................................9.2
Material Adverse Change...................................................23
Material Adverse Effect...................................................23
Note......................................................................23
NYSE......................................................................23
Person....................................................................23
Pledge Agreements.........................................................23
Purchase Price......................................................Recitals
Purchaser...........................................................Preamble
Purchaser Indemnitee................................................9.1. 9.1
Registration Rights Agreement....................................2.3(a)(iii)
Registration Statement..................................................3.12
SDC Prague..........................................................Preamble
Securities Act............................................................23
Securities Center.........................................................23
Subsidiary................................................................23
Superior Proposal.........................................................23
TATRA...............................................................Recitals
TATRA Loan Agreement......................................................23
TATRA Purchase......................................................Recitals
TATRA Share Transfer..................................................2.1(a)
TATRA Shares........................................................Recitals
Taxes.....................................................................23
Terex Competitor..........................................................23
Terex Review Period...................................................6.3(d)
Terex Stock......................................................2.1(b)(iii)
Termination Agreement.............................................2.3(a)(iv)
Trading Day...............................................................23
Transaction Documents.....................................................23
Voting Securities.........................................................23


<PAGE>

          STOCK PURCHASE AGREEMENT (this  "Agreement"),  dated as of August
28, 2003, by and among SDC Prague,  S.R.O.,  a company  organized under the
laws of the Czech Republic ("SDC Prague"),  Terex  Corporation,  a Delaware
corporation ("Terex") and GP Omikron, S.R.O., a company organized under the
laws of the Czech Republic (the "Purchaser").

                            W I T N E S S E T H:


          WHEREAS,  pursuant  to a Stock  Purchase  Agreement,  dated as of
December  27,  2001,  by and  among SDC  International,  Inc.,  a  Delaware
corporation (the "Company"), SDC Prague and Terex (the "2001 Stock Purchase
Agreement"),   the  Company  sold  to  Terex   8,407,161   Contract  Shares
representing  40.61% of the  issued and  outstanding  equity  interest  and
registered  capital of TATRA a.s., a joint stock company  established under
the laws of the Czech Republic ("TATRA");

          WHEREAS, the Purchaser is a wholly-owned subsidiary of Terex; and

          WHEREAS,  SDC Prague  desires to sell to the  Purchaser,  and the
Purchaser  desires to  purchase  from SDC Prague  (the  "TATRA  Purchase"),
10,555,738  Contract Shares (the "TATRA  Shares"),  consisting of 2,683,428
Contract Shares,  ISIN CS 0005018456 and 7,872,310  Contract  Shares,  ISIN
770000001873,  which  collectively  represent  51.00%  of  the  issued  and
outstanding  equity  interest  and  registered  capital  of  TATRA,  for an
aggregate purchase price of $4,789,002 (the "Purchase Price").

          NOW,  THEREFORE,  in consideration of the premises and the mutual
representations,  warranties and agreements  herein set forth,  the parties
hereto agree as follows:

          SECTION 1.  Definitions  and  Usage.  Unless  the  context  shall
otherwise  require,  terms used herein and not  otherwise  defined have the
meanings assigned thereto in Section 23.

          SECTION 2.  Sale of TATRA Shares.
                      --------------------

          2.1. The TATRA Purchase; Consideration
               ---------------------------------

               (a) At the Closing, SDC Prague shall sell, assign, transfer,
deliver and convey to the Purchaser and the  Purchaser  shall  purchase and
accept  from SDC  Prague  the TATRA  Shares  registered  in the name of the
Purchaser  free and clear of all  Encumbrances  pursuant to the Contract on
the Transfer of  Securities  attached as Exhibit A hereto (the "TATRA Share
Transfer").

               (b) In  consideration  for the TATRA Shares,  at the Closing
the Purchaser shall pay the Purchase Price by delivering,  or causing to be
delivered, to SDC Prague the following (collectively, the "Consideration"):

                   (i)  208,591  shares of Terex  common  stock (the "Terex
Stock");

                   (ii) an amount in immediately  available  funds equal to
$200,000; and

                   (iii) an amount in immediately  available funds equal to
the  amount,  if any,  by which the  product of (x)  108,591  times (y) the
Closing Price on the Trading Day immediately  prior to the Closing Date (as
defined  below)  is  less  than  $2,389,000  (collectively,  the sum of the
amounts described in clauses (ii) and (iii), the "Cash Consideration").

          2.2. The Closing.
               -----------

               (a) Closing.   The  closing  of  the  TATRA  Purchase  (the
"Closing") shall take place at 10:00 a.m. New York time on the Business Day
following  the date on which the  closing  conditions  set forth in Section
2.2(b) and (c) have been met, or waived, in accordance with this Agreement,
or on such  other  date or at such other time as is agreed to in writing by
the parties (such date, the "Closing  Date").  The Closing shall take place
at the offices of Fried, Frank,  Harris,  Shriver & Jacobson,  One New York
Plaza, New York, New York 10004.

               (b) Terex/Purchaser's Closing Conditions.  The obligation of
Terex and the Purchaser to consummate the transactions  contemplated herein
at the Closing are subject to and conditioned  upon (unless waived by Terex
and the Purchaser):

                   (i) The  registration of the TATRA Shares in the name of
the Purchaser with the Securities Center, together with the satisfaction of
such  other  conditions  as may be  imposed  by Czech  law or the rules and
regulations  of the  Securities  Center in order to consummate and evidence
the  consummation of the transactions  contemplated by this Agreement,  and
the receipt of evidence, in a form reasonably satisfactory to Terex and the
Purchaser,  of  such  registration  and  the  satisfaction  of  such  other
conditions.

                   (ii) (A) The Office of the  Protection  of the  Economic
Competition  of the Czech Republic (the "Czech  Competition  Office") shall
have issued a final decision (pravomocne  rozhodnuti)  permitting the TATRA
Share  Transfer,  (B) the relevant  waiting period with regard to the Czech
Competition  Office shall have expired without the Czech Competition Office
prohibiting the TATRA Share Transfer,  or (C) the Czech Competition  Office
shall have  decided  that the TATRA  Share  Transfer  is not subject to its
approval and the Purchaser shall have received a letter  confirming that no
such approval is required to carryout the TATRA Share Transfer.

                   (iii) The  representations  and warranties of SDC Prague
in Section 3 hereof  shall be true and  correct  when made and at and as of
the Closing  Date with the same effect as though such  representations  and
warranties  had been made at and as of such date  except  (a) that any such
representations  and  warranties  that are given as of a specified date and
relate solely to a specified  date or period shall be true and correct only
as of such  date or  period,  and (b) to the  extent  any  breach  thereof,
individually or when aggregated with all such breaches,  has not had and is
not  reasonably  likely to have a  Material  Adverse  Effect on either  the
Company or SDC Prague. For purposes of this Section 2.2(b)(iii),  the truth
or correctness of any representation or warranty of SDC Prague in Section 3
hereof shall be determined  without regard to any  materiality or "Material
Adverse  Effect"   qualification  set  forth  in  such  representation  and
warranty.  Terex  and the  Purchaser  shall  have  received  at  Closing  a
certificate to the foregoing  effect,  dated the Closing Date and signed by
the Executive (as defined below) of SDC Prague.

                   (iv) The  representations  and warranties of the Company
in Section 2 of the  Indemnification  Agreement  shall be true and  correct
when made and at and as of the Closing  Date with the same effect as though
such  representations  and  warranties had been made at and as of such date
except (a) that any such  representations  and warranties that are given as
of a specified  date and relate solely to a specified  date or period shall
be true and correct  only as of such date or period,  and (b) to the extent
any breach thereof, individually or when aggregated with all such breaches,
has not had and is not reasonably  likely to have a Material Adverse Effect
on  either  the  Company  or SDC  Prague.  For  purposes  of  this  Section
2.2(b)(iv),  the truth or correctness of any  representation or warranty of
the  Company  in  Section  2 of  the  Indemnification  Agreement  shall  be
determined  without regard to any materiality or "Material  Adverse Effect"
qualification set forth in such representation and warranty.  Terex and the
Purchaser  shall have  received at Closing a  certificate  to the foregoing
effect, dated the Closing Date and signed by the Chief Executive Officer of
the Company.

                   (v) SDC Prague  shall have  performed,  in all  material
respects,  all agreements,  obligations and duties to be performed by it on
or before the Closing pursuant to this Agreement, including those set forth
in Section 5.

                   (vi) There shall be no claim,  litigation,  arbitration,
investigation  or hearing,  pending,  or, to the knowledge of SDC Prague or
the  Company,  threatened,  against  TATRA by or  before  any  court or any
Governmental Entity,  contesting the validity of issuance,  or ownership by
SDC Prague,  of the TATRA Shares or the  transactions  contemplated by this
Agreement.

               (c) SDC Prague's Closing  Conditions.  The obligation of SDC
Prague to consummate the  transactions  contemplated  herein at the Closing
are subject to and conditioned upon (unless waived by SDC Prague):

                   (i) The  representations  and  warranties  of  Terex  in
Section 4 hereof  shall be true and correct  when made and at and as of the
Closing  Date  with the same  effect  as though  such  representations  and
warranties  had been made at and as of such date  except  (a) that any such
representations  and  warranties  that are given as of a specified date and
relate solely to a specified  date or period shall be true and correct only
as of such  date or  period,  and (b) to the  extent  any  breach  thereof,
individually or when aggregated with all such breaches,  has not had and is
not  reasonably  likely to have a Material  Adverse  Effect on Terex or the
Purchaser. For purposes of this Section 2.2(c)(i), the truth or correctness
of any  representation  or warranty  of Terex in Section 4 hereof  shall be
determined  without regard to any materiality or "Material  Adverse Effect"
qualification  set forth in such  representation  and warranty.  SDC Prague
shall have received at Closing a certificate to the foregoing effect, dated
the Closing  Date and signed by a senior  executive  officer of each of the
Purchaser and Terex.

                   (ii) Terex and the Purchaser  shall each have performed,
in all material  respects,  all  agreements,  obligations  and duties to be
performed  by it on or  before  the  Closing  pursuant  to this  Agreement,
including those set forth in Section 5.

                   (iii) (A) The Czech Competition Office shall have issued
a  final  decision  (pravomcne   rozhodnuti)  permitting  the  TATRA  Share
Transfer,  (B)  the  relevant  waiting  period  with  regard  to the  Czech
Competition  Office shall have expired without the Czech Competition Office
prohibiting the TATRA Share Transfer,  or (C) the Czech Competition  Office
shall have  decided  that the TATRA  Share  Transfer  is not subject to its
approval and the Purchaser shall have received a letter  confirming that no
such approval is required to carryout the TATRA Share Transfer.

          2.3. Actions at the Closing.
               ----------------------

               (a) Simultaneously  with,  or prior to,  the  Closing,  SDC
Prague shall cause the following actions to occur:

                   (i)  SDC  Prague  shall  transfer  to  Purchaser  or its
nominee  the TATRA  Shares in a manner  consistent  with  Czech law and the
rules and  regulations  of the  Securities  Center  against  receipt at the
Closing by SDC Prague from Purchaser of the Consideration.

                   (ii) SDC Prague shall deliver to the Purchaser and Terex
a certificate executed by its executive (jednatel) (the "Executive"), dated
as of the Closing Date,  certifying the following matters:  (A) resolutions
of the Sole Participant of SDC Prague  authorizing the execution,  delivery
and performance by SDC Prague of each of the Transaction Documents to which
it is a  party,  and  any  other  agreement  entered  into  or  instruments
delivered  by SDC  Prague  in  connection  herewith,  (B)  copies  of  each
governmental  or third party  consent,  approval  or filing  required to be
obtained or made by SDC Prague  and/or the  Company in order to  consummate
the transactions  contemplated by this Agreement,  (C) incumbency  matters,
(D) a copy of the  Founding  Deed  and a copy of any  other  organizational
documents of SDC Prague and (E) that the  representations and warranties of
SDC  Prague  contained  in this  Agreement  are true and  correct as of the
Closing  Date and that SDC Prague has  performed,  satisfied,  and complied
with all covenants, agreements and conditions required by this Agreement to
be performed, satisfied or complied with by it at or before the Closing.

                   (iii) SDC Prague shall  deliver to Terex a duly executed
copy of the  registration  rights  agreement  substantially  in the form of
Exhibit B hereto (the "Registration Rights Agreement").

                   (iv) SDC Prague shall  deliver to Terex a duly  executed
copy of the termination  agreement  substantially  in the form of Exhibit C
hereto,  which shall terminate the 2001 Stock Purchase Agreement,  the Loan
Agreement,  the Guarantees,  and the Pledge  Agreements  (the  "Termination
Agreement").

                   (v) SDC Prague shall deliver such  additional  documents
and certificates  required to be delivered by SDC Prague at or prior to the
Closing Date pursuant to this Agreement.

                (b)  Simultaneously  with, or prior to, the Closing,  Terex
shall cause the following actions to occur:

                   (i) Terex shall deliver to SDC Prague stock certificates
for Terex Stock  registered in the name of SDC Prague that  represents  the
Terex Stock  required to be  delivered  at the Closing  pursuant to Section
2.1(b)(i) hereof.

                   (ii)  Terex  shall   deliver  to  SDC  Prague  the  Cash
Consideration  by wire  transfer  of  immediately  available  funds  to the
accounts specified in advance by SDC Prague.

                   (iii) Terex shall deliver to the Company the Notes, each
marked "Cancelled."

                   (iv)  Terex  shall  deliver  to SDC Prague a copy of the
Registration Rights Agreement duly executed by Terex.

                   (v)  Terex  shall  deliver  to SDC  Prague a copy of the
Termination Agreement duly executed by Terex.

                   (vi) Terex  shall  deliver  to SDC Prague a  certificate
executed by its  secretary,  dated as of the Closing Date,  certifying  the
following  matters:  (A)  resolutions  of the board of  directors  of Terex
authorizing the execution, delivery and performance by Terex of each of the
Transaction  Documents  to  which it is a party,  and any  other  agreement
entered into or instruments delivered by Terex in connection herewith,  (B)
copies of each  governmental  or third  party  consent,  approval or filing
required to be obtained or made by Terex  and/or the  Purchaser in order to
consummate the transactions  contemplated by this Agreement, (C) incumbency
matters,  (D) a copy of the Certificate of Incorporation  and a copy of the
By-Laws of Terex and (E) that the  representations  and warranties of Terex
contained in this Agreement are true and correct as of the Closing Date and
that Terex has  performed,  satisfied,  and  complied  with all  covenants,
agreements  and  conditions  required by this  Agreement  to be  performed,
satisfied or complied with by it at or before the Closing.

                   (vii) Terex shall deliver such additional  documents and
certificates  required to be  delivered by Terex at or prior to the Closing
Date pursuant to this Agreement.

          SECTION 3.  Representations  and  Warranties  of SDC Prague.  SDC
Prague represents and warrants to Terex and the Purchaser as follows:

          3.1.  Organization  and  Good  Standing;   Power  and  Authority;
Qualifications.  SDC Prague (x) is a company duly  established  and validly
existing  under the laws of the Czech  Republic  and (y) has the full power
and  authority  to conduct its business and to own or lease and operate its
properties  as and in the places where such  business is now  conducted and
such properties are now owned or leased and operated,  with such exceptions
as,  individually or in the aggregate,  have not had and are not reasonably
likely to have a  Material  Adverse  Effect on SDC  Prague.  SDC  Prague is
qualified or otherwise  authorized to do business as a foreign  corporation
and is in good standing in each  jurisdiction in which the character of the
properties  owned or held by it  under  lease or  license  or SDC  Prague's
business,   as  presently   conducted,   requires  such   qualification  or
authorization,  except  where the  failure so to qualify or be  authorized,
individually or in the aggregate,  has not had and is not reasonably likely
to have a Material Adverse Effect on SDC Prague. TATRA (x) is a joint-stock
company  duly  established  and  validly  existing  under,  and is in  good
standing  under,  the laws of the Czech Republic and (y) has the full power
and  authority  to conduct its business and to own or lease and operate its
properties  as and in the places where such  business is now  conducted and
such properties are now owned or leased and operated,  with such exceptions
as,  individually or in the aggregate,  have not had and are not reasonably
likely to have a Material  Adverse  Effect on TATRA.  TATRA is qualified or
otherwise authorized to do business as a foreign corporation and is in good
standing in each  jurisdiction  in which the  character  of the  properties
owned  or held by it  under  lease  or  license  or  TATRA's  business,  as
presently conducted,  requires such qualification or authorization,  except
where the failure so to qualify or be  authorized,  individually  or in the
aggregate,  has not had and is not  reasonably  likely  to have a  Material
Adverse Effect on TATRA.

          3.2.  Authorization  of the Documents.  SDC Prague has all right,
power and authority to enter into the Transaction  Documents to which it is
a party  and to  consummate  the  transactions  contemplated  thereby.  The
execution and delivery of each of the Transaction  Documents to which it is
a party and the sale of the TATRA  Shares by SDC Prague and  compliance  by
SDC Prague with all the provisions of each of the Transaction  Documents to
which it is a party and  consummation  by SDC  Prague  of the  transactions
contemplated  thereby (i) are within the power and authority of SDC Prague;
and (ii) have been  authorized by all requisite  proceedings on the part of
SDC Prague,  including the approval or consent of the  stockholders  of SDC
Prague.  This  Agreement has been duly executed and delivered by SDC Prague
and constitutes the valid and binding agreement of SDC Prague,  enforceable
in  accordance  with its terms,  except  that (i) such  enforcement  may be
subject to  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar Laws now or hereafter in effect relating to creditors'  rights, and
(ii) the remedy of specific  performance  and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought.

          3.3. Capitalization. Immediately after the Closing, the Purchaser
shall own,  in the  aggregate,  at least 51% of the  registered  capital of
TATRA,  and the voting power of the TATRA Shares  shall  represent,  in the
aggregate, no less than 51% of the total number of votes able to be cast on
any matter by any Voting Securities of TATRA immediately after the Closing.

          3.4. TATRA Shares.  The  registered  capital of TATRA consists of
CZK  2,069,752,600,  divided into  4,418,055  bearer  shares with a nominal
value of CZK 100 (ISIN CS 0005018456),  and 16,279,471 bearer shares with a
nominal value of CZK 100 (ISIN 770000001873).  Except for the pledge of the
TATRA Shares pursuant to the Pledge Agreement, which Pledge Agreement shall
be terminated  simultaneously with the Closing, all of the TATRA Shares are
owned  beneficially  and of  record  by SDC  Prague,  free and clear of any
Encumbrances. All of the TATRA Shares have been duly authorized and validly
issued and are fully  paid and  nonassessable.  Except  for rights  created
pursuant to this  Agreement  and except for any  agreement  entered into by
Terex,  there are no  outstanding  options,  warrants,  securities,  rights
(preemptive or other),  subscriptions,  calls,  or other  agreements of any
kind that give any Person the right to  purchase or  otherwise  receive any
shares of TATRA capital stock,  including the TATRA Shares.  Except for any
voting arrangements entered into by Terex, there are no voting arrangements
with  respect to any shares of TATRA  capital  stock,  including  the TATRA
Shares and there are no  restrictions  on SDC Prague's  ability to transfer
the  TATRA  Shares  to  Purchaser  at the  Closing  free  and  clear of any
Encumbrances.  SDC Prague  owns the TATRA  Shares and upon  delivery of the
Consideration,  Purchaser  will  acquire good and  marketable  title to the
TATRA Shares, free and clear of any Encumbrances.

          3.5.  Litigation.  Except as set forth in  Schedule  3.5  hereto,
there is no action,  suit,  investigation or proceeding  pending or, to the
knowledge of SDC Prague, threatened against the Company or its Subsidiaries
or any of their properties or assets by or before any court,  arbitrator or
other Governmental Entity.

          3.6. Governmental Investigations. To the knowledge of SDC Prague,
no Governmental  Entity has advised TATRA, the Company or SDC Prague of any
intention to conduct any audit,  investigation or other review with respect
to TATRA,  the  Company  or SDC Prague  that would have a Material  Adverse
Effect on the Company,  SDC Prague,  TATRA,  its Business or the legal acts
contemplated hereby.

          3.7.  Consents.  Except as set forth on Schedule 3.7, neither the
Company  nor SDC Prague is  required  to obtain any  consent,  approval  or
authorization   of,  or  to  make  any  declaration  or  filing  with,  any
Governmental  Entity or any other Person as a condition to or in connection
with the valid execution and delivery of any of the  Transaction  Documents
to which the Company or SDC Prague is a party or the valid  offer,  sale or
delivery  of the TATRA  Shares,  or the  performance  by the Company or SDC
Prague of their respective obligations in respect of any of the Transaction
Documents to which the Company or SDC Prague is a party.

          3.8. Non-Contravention.  The execution,  delivery and performance
of the Transaction  Documents to which it is a party by each of the Company
and SDC Prague does not and will not (a) conflict with or violate either of
their organizational documents or agreements,  (b) conflict with or violate
any Law or judgment  applicable to the Company or SDC Prague, (c) result in
the creation or imposition of any Encumbrance on any of the TATRA Shares or
(d)  constitute a default (or an event which,  with notice or lapse of time
or both,  would  constitute a default)  under, or give rise to any right of
termination,  cancellation,  modification  or  acceleration of any right or
obligation  of the  Company or SDC Prague or a loss of any benefit to which
the  Company  or SDC Prague is  entitled  under any note,  bond,  mortgage,
indenture, deed of trust, license,  agreement,  lease, permit, franchise or
other  instrument  or  obligation  to which the  Company or SDC Prague is a
party or by which the Company or SDC Prague or their respective  properties
are bound or  affected,  except,  in the case of clauses (b), (c) or (d) of
this  Section  3.8  where  the  violation,   conflict,   breach,   default,
acceleration, termination, modification, creation or imposition, would not,
individually  or in the  aggregate,  have a Material  Adverse Effect on the
Company or SDC Prague.

          3.9. Brokers and Finders. Except as set forth in Schedule 3.9, no
agent, broker,  investment banker or other Person is or will be entitled to
any broker's fee or any other commission or similar fee from the Company or
SDC  Prague  or any of their  Subsidiaries  in  connection  with any of the
transactions  contemplated  by this  Agreement.  The Company  shall pay all
amounts set forth in Schedule 3.9.

          3.10. Prohibited Payments. Neither the Company nor SDC Prague nor
any of their  Subsidiaries has, directly or indirectly,  (a) made or agreed
to make  any  contribution,  payment  or gift to any  government  official,
employee or agent  where  either the  contribution,  payment or gift or the
purpose thereof was illegal under the Laws of any federal,  state, local or
foreign  jurisdiction,  (b)  established or maintained any unrecorded  fund
asset for any  purpose  or made any false  entries on its  records  for any
reason,  (c) made or agreed to make any  contribution,  or  reimbursed  any
political gift or contribution  made by any other Person,  to any candidate
for federal, state, local or foreign public office or (d) paid or delivered
any fee,  commission or any other sum of money or item of property  however
characterized to any finder, agent,  government official or other party, in
the United States or any other country,  which in any manner relates to the
assets, business or operations of the Company or SDC Prague or any of their
Subsidiaries,  which SDC Prague knows or has reason to believe to have been
illegal under any federal, state or local Laws (or any rules or regulations
thereunder) of the United States or any other country having jurisdiction.

          3.11.  Acquisition  of Terex  Stock for  Investment;  Ability  to
Evaluate and Bear Risk.

                 (a) SDC Prague is acquiring the Terex Stock for investment
and  not  with  a  view  toward,  or  for  sale  in  connection  with,  any
distribution  in violation of the 1933 Act and has no present  intention of
selling or engaging in any public  distribution of the same except pursuant
to a  registration  or  exemption  pursuant  to the 1933  Act.  SDC  Prague
acknowledges and agrees that the Terex Stock may not be sold,  transferred,
offered for sale,  pledged,  hypothecated or otherwise  disposed of without
registration under the 1933 Act and any applicable  securities Laws, except
pursuant to an exemption from such registration under the 1933 Act and such
Laws and subject to the  limitations  and conditions set forth in Section 3
of the Registration Rights Agreement.

                 (b) SDC  Prague is an  "accredited  investor"  within  the
meaning of Rule 501 of  Regulation  D under the 1933 Act, as  presently  in
effect.

                 (c) SDC  Prague (i) is able to bear the  economic  risk of
holding the Terex Stock for an indefinite period, (ii) can afford to suffer
the  complete  loss of its  investment  in the Terex  Stock,  and (iii) has
knowledge and  experience  in financial and business  matters such that SDC
Prague is capable of  evaluating  the risks of the  investment in the Terex
Stock.

          3.12. Information Supplied;  Disclosure.  None of the information
supplied  or to be  supplied  by SDC  Prague in  writing  specifically  for
inclusion or incorporation  by reference in the  Registration  Statement on
Form  S-3 to be  filed  with  the SEC by Terex  following  the  Closing  in
connection  with the  resale of shares of Terex  Stock  issued  under  this
Agreement and pursuant to the terms of the  Registration  Rights  Agreement
(the "Registration Statement") will, at the time the Registration Statement
becomes  effective  under the 1933 Act,  contain any untrue  statement of a
material  fact or omit to state any  material  fact  required  to be stated
therein or necessary to make the statements therein not misleading.

          SECTION  4.   Representations  and  Warranties  of  Terex.  Terex
represents and warrants to SDC Prague as of the date hereof as follows.

          4.1. Organization and Qualification.  Terex (x) is a company duly
established and validly  existing under, and is in good standing under, the
laws of Delaware  and (y) has the full power and  authority  to conduct its
business  and to own or lease  and  operate  its  properties  as and in the
places where such  business is now conducted  and such  properties  are now
owned or leased and operated,  with such exceptions as,  individually or in
the  aggregate,  have  not  had and are  not  reasonably  likely  to have a
Material  Adverse  Effect  on  Terex.   Terex  is  qualified  or  otherwise
authorized to do business as a foreign  corporation and is in good standing
in each jurisdiction in which the character of the properties owned or held
by it under lease or license or Terex's business,  as presently  conducted,
requires such  qualification or authorization,  except where the failure so
to qualify or be authorized,  individually or in the aggregate, has not had
and is not  reasonably  likely to have a Material  Adverse Effect on Terex.
The Purchaser (x) is a company duly  established and validly existing under
the laws of the Czech  Republic and (y) has the full power and authority to
conduct its business and to own or lease and operate its  properties as and
in the places where such business is now conducted and such  properties are
now owned or leased and operated,  with such exceptions as, individually or
in the  aggregate,  have not had and are not  reasonably  likely  to have a
Material  Adverse  Effect on the  Purchaser.  The Purchaser is qualified or
otherwise authorized to do business as a foreign corporation and is in good
standing in each  jurisdiction  in which the  character  of the  properties
owned or held by it under lease or license or the Purchaser's  business, as
presently conducted,  requires such qualification or authorization,  except
where the failure so to qualify or be  authorized,  individually  or in the
aggregate,  has not had and is not  reasonably  likely  to have a  Material
Adverse Effect on the Purchaser.

          4.2. Due Authorization.
               -----------------

               (a) Terex has all right,  power and  authority to enter into
the  Transaction  Documents  to which it is a party and to  consummate  the
transactions  contemplated  thereby.  The  execution  and  delivery  of the
Transaction Documents to which it is a party by Terex and the compliance by
Terex with all of the provisions of the  Transaction  Documents to which it
is a party  and  consummation  by  Terex of the  transactions  contemplated
thereby have been duly authorized by all requisite corporate proceedings on
the part of Terex. The Transaction Documents to which Terex is a party have
been duly  executed  and  delivered by Terex and  constitute  the valid and
binding  agreements of Terex  enforceable  in accordance  with their terms,
except that (i) such enforcement may be subject to bankruptcy,  insolvency,
reorganization, moratorium or other similar Laws now or hereafter in effect
relating to creditors' rights, and (ii) the remedy of specific  performance
and  injunctive  and other  forms of  equitable  relief  may be  subject to
equitable  defenses  and to the  discretion  of the court  before which any
proceeding therefor may be brought.

               (b) The  Purchaser  has all right,  power and  authority  to
enter into this Agreement and to consummate the  transactions  contemplated
hereby.  The execution and delivery of this Agreement and compliance by the
Purchaser with all the provisions of this Agreement and consummation by the
Purchaser of the transactions  contemplated hereby (i) are within the power
and  authority  of the  Purchaser;  and (ii)  have been  authorized  by all
requisite  proceedings on the part of the Purchaser (including the approval
or consent of the  stockholders of the Purchaser).  This Agreement has been
duly executed and delivered by the Purchaser and  constitutes the valid and
binding  agreement of the  Purchaser,  enforceable  in accordance  with its
terms,  except  that (i) such  enforcement  may be subject  to  bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  Laws  now  or
hereafter in effect relating to creditors'  rights,  and (ii) the remedy of
specific performance and injunctive and other forms of equitable relief may
be subject to equitable  defenses and to the discretion of the court before
which any proceeding therefor may be brought.

          4.3.  Consents.  Except as set forth on Schedule 4.3 or as may be
required  by Czech  Law or the  rules  and  regulations  of the  Securities
Center,  neither Terex nor the Purchaser is required to obtain any consent,
approval or  authorization  of, or to make any  declaration or filing with,
any  Governmental  Entity  or any  other  Person  as a  condition  to or in
connection  with the valid  execution and delivery of this Agreement or the
other  Transaction  Documents to which Terex or the Purchaser is a party or
the performance by Terex or the Purchaser of their  respective  obligations
in  respect  hereof and  thereof  except for such  consents,  approvals  or
authorizations  as may be  required  under  applicable  federal  and  state
securities  Laws and except for any approvals  required by the Czech Office
for Protection of Economic Protection.

          4.4. Brokers or Finders. No agent,  broker,  investment banker or
other  Person  is or will be  entitled  to any  broker's  fee or any  other
commission or similar fee from Terex or the  Purchaser in  connection  with
any of the transactions  contemplated by the Transaction Documents to which
Terex or the  Purchaser is a party for which the Company or SDC Prague will
be responsible.

          SECTION 5. Pre-Closing Covenants.
                     ---------------------

          5.1. Negative Agreements. Before the Closing, except as otherwise
provided or contemplated  herein,  or as Terex and SDC Prague may otherwise
consent  in  writing,  SDC  Prague  shall  use its best  efforts  as may be
reasonably required to cause TATRA not to:

               (a)  declare,  pay or set aside for payment any  dividend or
other amounts or benefits in respect of any of its shares;

               (b)  directly or  indirectly  redeem,  purchase or otherwise
acquire any shares of its capital stock;

               (c) issue any shares or become a party to any subscriptions,
options,  rights or  commitments  of any  nature  related  to the shares of
TATRA;

               (d) merge or consolidate  with, or acquire all or a majority
share of the shares or assets of, any other entity;

               (e)  substantially  change the  character of the Business or
operate  other than in the  ordinary  course of business  and in the manner
consistent with past practices;

               (f) execute  without prior review of Terex and the Purchaser
any contract or arrangement  which could have a material  effect on TATRA's
future business operations; or

               (g) amend the Founding Deed of TATRA.

          5.2. Disclosure. Prior to the Closing Date, SDC Prague on the one
hand, and Terex and the Purchaser on the other hand,  shall promptly notify
each   other  upon   becoming   aware  of  any   material   breach  of  any
representation,  warranty or covenant  contained  in this  Agreement or the
occurrence of any event that would cause any  representation or warranty of
such party contained in this Agreement, to no longer be true and correct in
any  material  respect  or any  covenant  of such party  contained  in this
Agreement, to be incorrect or not be complied with.

          5.3.  Notification  of  Material  Information.  If  prior  to the
Closing Date,  SDC Prague  receives any  information  with respect to TATRA
which  could  reasonably  be  expected  to have a  material  effect  on the
decision of the Purchaser to acquire the TATRA Shares hereunder (including,
without limitation,  any information with respect to any litigation related
to  TATRA's  trademarks  or trade  names) it shall,  without  undue  delay,
disclose such information to Terex and the Purchaser.

          5.4. Cooperation.
               -----------

               (a) Prior to the  Closing,  SDC Prague on the one hand,  and
Terex and the Purchaser on the other hand, each shall, and SDC Prague shall
use its  reasonable  best  efforts  to cause  TATRA to, (i)  cooperate  and
consult  with  each  other  in  determining   which  consents,   approvals,
authorizations or waivers are required or permitted to be obtained prior to
the Closing Date from Governmental  Entities or other Persons in connection
with  the  execution  of  this  Agreement  and  the   consummation  of  the
transactions  contemplated hereby, and (ii) use their reasonable efforts to
take,  or cause to be taken,  all other action and do, or cause to be done,
all other things  necessary,  proper or  appropriate to consummate and make
effective the legal acts contemplated by this Agreement.

               (b) Subject to the terms and  conditions of this  Agreement,
SDC Prague on the one hand,  and Terex and the Purchaser on the other hand,
shall use their  reasonable best efforts to take, or cause to be taken, all
actions,  and to do, or cause to be done, all things  necessary,  proper or
desirable under  applicable Laws and agreements,  to consummate as promptly
as practicable the  transactions  contemplated by this Agreement,  and each
shall cooperate fully with the other parties hereto to that end.

          5.5. Access to TATRA. Prior to the Closing,  SDC Prague shall use
its reasonable efforts to cause TATRA to allow reasonable access to TATRA's
premises and persons for Terex,  Purchaser,  their advisors and consultants
during normal working hours.

          5.6. No Solicitation.
               ---------------

               (a)  SDC  Prague  shall,  and  shall  cause  its  directors,
officers,  employees,  agents, advisors and other representatives to, cease
discussions or  negotiations,  if any, with any parties other than Terex or
the  Purchaser  conducted  prior to the date  hereof  with  respect  to any
Acquisition Proposal.  SDC Prague shall not, and shall cause its directors,
officers,  employees,  agents, advisors or other representatives not to (i)
solicit  or  initiate  the  making  of any  proposal  that  constitutes  an
Acquisition Proposal or (ii) participate in any discussions or negotiations
regarding an Acquisition Proposal;  provided, however,  notwithstanding the
prohibition  set forth in clause (ii) above, if either the Executive of SDC
Prague or the Board of Directors of the Company  determines  in good faith,
after  consultation  with its  respective  outside  counsel  and  financial
advisor(s),  that the failure to participate in discussions or negotiations
regarding an Acquisition  Proposal would be reasonably likely to constitute
a  breach  of its  fiduciary  duties  to  its  respective  stockholders  or
creditors under applicable Law, then SDC Prague, subject to compliance with
Section 5.6(b),  may (x) respond to a bona fide  Acquisition  Proposal that
the  Executive  of SDC  Prague  reasonably  and in  good  faith  determines
constitutes  a Superior  Proposal,  (y)  furnish to the Person  making such
Acquisition  Proposal  non-public  information with respect to the Company,
SDC  Prague  or TATRA  pursuant  to a  confidentiality  agreement,  and (z)
participate in negotiations regarding such Acquisition Proposal;  provided,
further,  that SDC Prague shall have  complied with its  obligations  under
this Section 5.6 and the Company shall have  complied with its  obligations
under Section 7 of the Indemnification Agreement.

               (b)  SDC  Prague   shall   promptly   advise  Terex  of  any
Acquisition  Proposal and the material  terms and  conditions  of each such
Acquisition   Proposal.   SDC  Prague  shall,  to  the  extent   reasonably
practicable,  keep Terex  informed  on the status  and  details  (including
amendments or proposed amendments) of any such Acquisition Proposal.

               (c) Nothing contained in this Section 5.6 shall prohibit SDC
Prague from making any disclosure to SDC Prague's stockholders or creditors
required under any applicable Law.

          SECTION 6. Termination.
                     -----------

          6.1. General Provision. This Agreement may be terminated prior to
the Closing Date:

                (a) at any time, upon the mutual written consent of each of
the parties hereto;

                (b) by Terex or the Purchaser if the Closing Date shall not
have occurred by September 30, 2003;  provided that Terex and the Purchaser
shall not have materially breached their obligations hereunder; or

                (c) by SDC  Prague  if the  Closing  Date  shall  not  have
occurred by  September  30, 2003;  provided  that SDC Prague shall not have
materially breached its obligations hereunder.

          6.2. Termination by Terex or the Purchaser.  Prior to the Closing
Date,  Terex or the Purchaser may terminate  this  Agreement with immediate
effect by giving  written notice to SDC Prague at any time in the event (i)
SDC Prague is in material breach of any of its obligations hereunder or the
Company  is in  material  breach  of  any  of  its  obligations  under  the
Indemnification  Agreement;  (ii) Terex or the  Purchaser  has notified SDC
Prague of such breach; and (iii) such breach has continued without cure for
a period of 15  consecutive  days after  written  notice of such breach has
been provided to SDC Prague.

          6.3.  Termination  by SDC Prague.  Prior to the Closing Date, SDC
Prague may terminate this Agreement with immediate effect by giving written
notice to Terex and the Purchaser at any time in the event:

               (a) (i) Terex and the  Purchaser  are in material  breach of
any of their obligations hereunder;  (ii) SDC Prague has notified Terex and
the Purchaser of such breach;  and (iii) such breach has continued  without
cure for a period  of 15  consecutive  days  after  written  notice of such
breach has been provided to Terex and the Purchaser;

               (b) the Company, SDC Prague and/or TATRA consummates,  prior
to the Closing,  a transaction  or series of related  transactions  for the
provision of  financing  by a third party which is not a Terex  Competitor,
the proceeds of which that are received by the Company,  SDC Prague  and/or
TATRA  are  equal  to or  greater  than  $10,000,000  in the  aggregate  (a
"Financing  Transaction");  provided that (i) at least  $10,000,000  of the
proceeds  of any  such  Financing  Transaction  are  used  solely  for  the
provision  of  working  capital  to TATRA  and  (ii) the  terms of any such
Financing  Transaction  are permitted by, and comply in all respects  with,
the  terms of each of the Loan  Agreement  and the  TATRA  Loan  Agreement,
respectively;

               (c) the Company, SDC Prague and/or TATRA consummates,  prior
to the Closing,  a transaction  or series of related  transactions  for the
provision of financing  by a third party which is a Terex  Competitor,  the
proceeds of which that are received by the Company, SDC Prague and/or TATRA
are equal to or greater than  $10,000,000 in the aggregate (a  "Competitive
Financing  Transaction");  provided  that (i) at least  $10,000,000  of the
proceeds  of any  such  Financing  Transaction  are  used  solely  for  the
provision  of  working  capital  to TATRA  and  (ii) the  terms of any such
Competitive  Financing  Transaction  are  permitted  by,  and comply in all
respects  with,  the terms of each of the Loan Agreement and the TATRA Loan
Agreement, respectively;

               (d) if, in connection with a Superior  Proposal,  either the
Executive  of  SDC  Prague  or  the  Board  of  Directors  of  the  Company
determines,  in its  good  faith  judgment,  after  consultation  with  its
respective outside legal counsel and financial advisor(s),  that failure to
do so would  constitute a breach of its fiduciary  duties to its respective
stockholders or creditors under applicable Law;  provided,  however,  that,
(i) prior to termination of this Agreement under this Section  6.3(d),  SDC
Prague shall have  notified  Terex in writing of SDC Prague's  intention to
terminate this Agreement and of SDC Prague's and/or the Company's intention
to  enter  into  an  agreement   with   respect  to  a  Superior   Proposal
(collectively,  the "Intention Notice"),  which such Intention Notice shall
be delivered  to Terex at least three  Business  Days before such  intended
termination (the "Terex Review Period"), and shall have provided Terex with
the proposed definitive  documentation for such transaction and (ii) during
the Terex Review Period SDC Prague shall have afforded  Terex and Purchaser
a  reasonable  opportunity  to  make  such  adjustments  to the  terms  and
conditions of this Agreement as would enable SDC Prague to proceed with the
transactions  contemplated hereby in a manner consistent with its fiduciary
duties to its stockholders or creditors.  The Intention  Notice  (including
SDC Prague's right to terminate this  Agreement)  shall not be effective if
Terex and  Purchaser  submit to SDC Prague during the Terex Review Period a
legally  binding,  executed  offer  to  enter  into  an  amendment  to this
Agreement  within such Terex  Review  Period  unless the  Executive  of SDC
Prague or the Board of Directors of the Company  shall have  determined  in
good faith,  after  consultation with its respective  outside legal counsel
and financial  advisor(s),  that the amendment to this Agreement that Terex
and Purchaser  have agreed to enter into during such Terex Review Period is
not at least as favorable to SDC Prague's or the Company's  stockholders or
creditors, as applicable, as the Superior Proposal.

          6.4.  Effect of  Termination.  If this  Agreement  is  terminated
pursuant  to  this  Section  6,  all  further  obligations  of the  parties
hereunder  shall  terminate and no damages or other  compensation  shall be
payable by any party, except that nothing in this Section 6.4 shall relieve
any party hereto of any  liability  pursuant to this Section 6.4 or for any
willful breach of this Agreement that occurred prior to the  termination of
this Agreement.

               (a) In the event of a termination by SDC Prague  pursuant to
Sections 6.3(b),  6.3(c) or 6.3(d) hereof,  SDC Prague shall pay in cash to
Terex,  simultaneous with any such termination,  (i) all accrued and unpaid
interest  owed by the  Company,  SDC Prague  and/or TATRA as of the date of
such  termination,  in each case,  pursuant to the Loan  Agreement  and the
TATRA Loan  Agreement  and (ii) unpaid  fees and  expenses in the amount of
$626,468.29.

               (b) In the event of a termination by SDC Prague  pursuant to
Sections  6.3(c) or 6.3(d)  hereof,  SDC Prague shall pay in cash to Terex,
simultaneous  with any such termination and in addition to any amounts owed
to Terex pursuant to Section 6.4(a), (i) the entire  outstanding  principal
balance and premium, if any, owed by the Company,  SDC Prague and/or TATRA,
as of the date of such termination,  pursuant to the Loan Agreement and the
TATRA Loan Agreement.

               (c) In the event of a termination by SDC Prague  pursuant to
Section 6.3(d) hereof, SDC Prague shall pay in cash to Terex,  simultaneous
with any such  termination  and in addition  to any  amounts  owed to Terex
pursuant to Sections 6.4(a) and 6.4(b), $500,000.

          SECTION 7. [Intentionally omitted.]

          SECTION 8. Survival of  Representations,  Warranties,  Agreements
and Covenants,  Etc. All representations and warranties  hereunder shall be
deemed to be made solely as of the date of this Agreement and shall survive
one year. None of the  representations  and warranties shall be affected by
any knowledge  possessed by, or investigation of the subject matter thereof
made by or on behalf of, Terex or the Purchaser.  All statements  contained
in any schedule to this Agreement or in any certificate or other instrument
delivered  by  SDC  Prague   pursuant  to  Section  2.3  shall   constitute
representations  and  warranties  by SDC Prague under this  Agreement.  All
covenants and agreements contained herein shall survive indefinitely until,
by their respective terms, they are no longer operative.

          SECTION 9. Indemnification.
                     ---------------

          9.1. General Indemnification.  SDC Prague shall indemnify, defend
and hold  Terex,  the  Purchaser  and each of  their  respective  officers,
directors,  partners, managing directors,  Affiliates,  employees,  agents,
consultants,  representatives,  successors  and assigns  (each a "Purchaser
Indemnitee") harmless from and against all Losses incurred or suffered by a
Purchaser  Indemnitee arising out of, relating to or resulting from (i) any
breach of any of the  representations  or warranties  made by SDC Prague in
this Agreement or in any certificate or other instrument delivered pursuant
hereto including,  without limitation,  the Transaction Documents, and (ii)
any breach of any of the  covenants or  agreements  made SDC Prague in this
Agreement or in any  certificate  or other  instrument  delivered  pursuant
hereto including,  without limitation, the Transaction Documents. Terex and
the Purchaser shall indemnify,  defend and hold SDC Prague,  its Affiliates
and  each of  their  respective  officers,  directors,  employees,  agents,
consultants,  representatives,  successors  and  assigns  (each  a  "Seller
Indemnitee")  harmless against all Losses arising from the breach of any of
the covenants or  agreements  of the Purchaser in this  Agreement or in any
certificate  or  other  instrument  delivered  pursuant  hereto  including,
without limitation, the Transaction Documents.  Notwithstanding anything to
the  contrary  in this  Agreement,  (a) any and all  payments by SDC Prague
pursuant to this  Section 9 with  respect to breach of  representations  or
warranties  shall be  limited  to, in the  aggregate,  an  amount  equal to
$10,000,000 (less any amounts paid by the Company to Terex or the Purchaser
pursuant   to  Section  8  of  the   Indemnification   Agreement)   and  no
indemnification  payment by SDC  Prague  with  respect  to any such  Losses
otherwise  payable  hereunder  shall be payable until such time as all such
Losses  (exclusive of attorneys' fees or other expenses of investigation or
defense)  shall  aggregate  to more than  $250,000  (including  any  Losses
payable pursuant to Section 8 of the Indemnification  Agreement),  and then
only to the extent that such Losses  (including any Losses payable pursuant
to Section 8 of the Indemnification  Agreement),  in the aggregate,  exceed
such amount. In determining  whether a Purchaser  Indemnitee is entitled to
recover  under  this  Section 9 for any  Losses,  the  representations  and
warranties of SDC Prague shall not be deemed qualified by any references to
materiality  contained therein and any breaches thereof shall be determined
without regard to whether such breach constitutes a Material Adverse Effect
or Material  Adverse  Change.  Notwithstanding  anything to the contrary in
this  Agreement,  (a) any and  all  payments  by  Terex  and the  Purchaser
pursuant to this  Section 9 with  respect to breach of  representations  or
warranties  shall be  limited  to, in the  aggregate,  an  amount  equal to
$10,000,000 and no indemnification  payment by Terex and the Purchaser with
respect to any such Losses  otherwise  payable  hereunder  shall be payable
until such time as all such Losses  (exclusive of attorneys'  fees or other
expenses  of  investigation  or  defense)  shall  aggregate  to  more  than
$250,000,  and then only to the extent that such Losses,  in the aggregate,
exceed such amount. In determining  whether a Seller Indemnitee is entitled
to recover  under this Section 9 for any Losses,  the  representations  and
warranties of Terex and the Purchaser shall not be deemed  qualified by any
references to materiality  contained therein and any breaches thereof shall
be determined  without regard to whether such breach constitutes a Material
Adverse Effect or Material Adverse Change

          9.2. Indemnification  Principles. For purposes of this Agreement,
"Losses"  shall mean each and all of the following  items:  claims,  losses
(excluding losses of earnings or similar consequential or indirect losses),
liabilities,  obligations, payments, damages (excluding indirect or similar
damages), charges, judgments, fines, penalties, amounts paid in settlement,
costs and expenses  (including,  without limitation,  interest which may be
imposed  in  connection   therewith,   reasonable  costs  and  expenses  of
investigation,   actions,  suits,  proceedings,  demands,  assessments  and
reasonable fees,  expenses and  disbursements  of counsel,  consultants and
other experts);  provided, however, that for purposes of calculating Losses
pursuant to this Section 9, Losses of the Company shall be  calculated  net
of any reduction to the Tax liability of the Company actually realized as a
result of any such item giving rise to a Tax deduction to the Company.  Any
indemnification  payment by SDC Prague to any Purchaser Indemnitee pursuant
to this Section 9 shall include an additional  amount so that the Purchaser
Indemnitee  does not,  directly  or  indirectly,  bear any  portion of such
payment  made by SDC Prague with  respect to such payment on account of the
Purchaser Indemnitee's direct or indirect investment in the Company. To the
extent permitted by Law, any payment by SDC Prague to Purchaser pursuant to
this  Section  9  shall  be  treated  for all  income  Tax  purposes  as an
adjustment to the price paid by the Purchaser for the TATRA Shares pursuant
to this Agreement.

          9.3. Claim Notice. Any claim for indemnification pursuant to this
Section 9 must be made before the  expiration  of the survival  periods set
forth in  Section  8 of this  Agreement.  No party  shall  be  entitled  to
indemnification   against   a  Loss   arising   from  the   breach  of  any
representations  or  warranties of any other party unless the party seeking
indemnification  shall have given to the party from whom indemnification is
being sought a claim notice  relating to such Loss (a "Claim Notice") prior
to  expiration  of the  representation  or warranty upon which the claim is
based.  The Claim Notice shall be given  reasonably  promptly  (but, in the
case of a third party claim against the indemnified  party,  within 15 days
after the  indemnified  party has  received  written  notification  of such
claim)  after  the  party  seeking  indemnity  becomes  aware of the  facts
indicating that a claim for  indemnification  may be warranted.  Each Claim
Notice shall specify in reasonable  detail (to the extent known) the nature
of the  claim,  the  applicable  provision(s)  of this  Agreement  or other
instrument  under which the claim for indemnity  arises,  and, if possible,
the amount or the estimated amount thereof.  The failure of any indemnified
party to give a Claim  Notice shall not relieve the  indemnifying  party of
its  obligations  under  this  Section  9,  except to the  extent  that the
indemnified  or  indemnifying  party is actually  materially  prejudiced by
failure to give such Claim  Notice.  The  indemnifying  party may,  through
counsel of its own choosing and reasonably  satisfactory to the indemnified
party, assume the defense thereof or other indemnification  obligation with
respect thereto; provided, however, that (a) any indemnified party shall be
entitled to  participate  in any such claim with  counsel of its own choice
but at its own expense and (b) any  indemnified  party shall be entitled to
participate in any such claim with counsel of its own choice at the expense
of the  indemnifying  party if  representation  of both parties by the same
counsel  is  otherwise   inappropriate   under   applicable   standards  of
professional  conduct  or the  indemnified  party  is  otherwise  adversely
affected  thereby.  In any event, if the  indemnifying  party fails to take
reasonable  steps  necessary to defend  diligently the action or proceeding
within 20 days after receiving the notice from such indemnified  party that
the  indemnifying  party has  failed to do so,  the  indemnified  party may
assume such defense or other  indemnification  obligation  and the fees and
expenses of its attorneys will be covered by the indemnity  provided for in
this Section 9. Notwithstanding anything in this Section 9 to the contrary,
the  indemnifying  party  shall not,  without  the  written  consent of the
indemnified party, settle or compromise any pending or threatened action or
claim in respect of which  indemnification  or  contribution  may be sought
hereunder  (whether or not the indemnified  party is an actual or potential
party to such action or claim) or consent to the entry of any  judgment (i)
which  does  not,  to the  extent  that an  indemnified  party may have any
liability with respect to such action or claim, include as an unconditional
term thereof the  delivery by the claimant or plaintiff to the  indemnified
party of a written  release from all liability in respect of such action or
claim,  (ii) which  includes any  statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified  party,
or (iii) in any manner that  involves  any  injunctive  relief  against the
indemnified  party or may materially and adversely  affect the  indemnified
party.  Notwithstanding  anything in this  Section 9 to the  contrary,  the
indemnified  party may not compromise or settle any claim without the prior
written  consent of the  indemnifying  party  (which  consent  shall not be
unreasonably  withheld  or  delayed),  unless  the sole  relief  granted is
equitable relief for which the  indemnifying  party would have no liability
or to which the indemnifying party would not be subject.

          SECTION 10.  Remedies.  In case any one or more of the  covenants
and/or  agreements set forth in this Agreement  shall have been breached by
SDC  Prague,  the  Purchaser  may proceed to protect and enforce its rights
either by suit in  equity  and/or  by  action  at Law,  including,  but not
limited to, an action for damages as a result of any such breach  and/or an
action for specific performance of any such covenant or agreement contained
in this Agreement;  provided,  however, that the indemnification provisions
set forth in  Section  9 hereof  shall be the sole and  exclusive  monetary
damages  remedy  for any  breach of the  Transaction  Documents  during the
period  ending  one year  from the date  hereof,  other  than for  breaches
involving fraud or bad faith.

          SECTION 11. Payment of Expenses. At any time or from time to time
after the  Closing,  the Company  and SDC Prague may  present  Terex with a
written request for reimbursement for expenses and costs, accompanied by an
itemized  description  of such  expenses  and costs and by such  supporting
documentation as Terex may reasonably  request,  incurred by SDC Prague (i)
in connection  with  obtaining an opinion with respect to the  transactions
contemplated  by  this  Agreement  from  Capitalink  LLC  (the  "Capitalink
Expenses"),  and (ii) in connection with the rendering of legal services to
the  Company  and SDC Prague by Kramer  Levin  Naftalis & Frankel  LLP with
respect to the  transactions  contemplated  by this  Agreement  (the "Legal
Fees"). Terex agrees to reimburse SDC Prague for the Capitalink Expenses in
an amount not to exceed $150,000 in the aggregate and for the Legal Fees in
an amount not to exceed  $100,000 in the aggregate,  in each case within 30
days  of  Terex's   receipt  of  such   written   request  and   supporting
documentation.

          SECTION 12. Further Assurances.  At any time or from time to time
after  the  Closing,  SDC  Prague,  on the  one  hand,  and  Terex  and the
Purchaser,  on the other hand,  agree to cooperate with each other,  and at
the  request  of the other  party,  to  execute  and  deliver  any  further
instruments  or documents and to take all such further  action as the other
party  may  reasonably  request  in order to  evidence  or  effectuate  the
consummation of the transactions  contemplated hereby relating to the TATRA
Purchase and to otherwise carry out the intent of the parties hereunder.

          SECTION 13.  Legends.  SDC Prague  acknowledges  and agrees that,
except  for  certificates  representing  shares  of Terex  Stock  which are
subject to an effective  Registration  Statement filed by Terex or until no
longer  required by applicable Law, the  certificates  evidencing the Terex
Stock  issued   pursuant  to  this   Agreement   shall   contain  a  legend
substantially   as  follows  (it  being  agreed  that  Terex  will  provide
replacement  certificates  without  any  such  legend  if not  required  by
applicable Law in Terex's reasonable judgment upon request by SDC Prague):

               The shares  represented  by this  certificate  have not been
               registered  under the  Securities  Act of 1933.  The  shares
               represented  by  this   certificate  may  only  be  sold  or
               transferred  if they are at the time  registered  under  the
               Securities Act of 1933 or if the sale or transfer thereof is
               not required to be so  registered  or is made pursuant to an
               exemption  from  registration  provided  by said  Act or the
               rules and  regulations  promulgated  thereunder.  The shares
               represented   by  this   certificate   are  subject  to  the
               restrictions set forth in Stock Purchase Agreement, dated as
               of August 28, 2003,  by and among SDC Prague,  S.R.O,  Terex
               Corporation,  and GP Omikron,  S.R.O.  and the  Registration
               Rights Agreement,  dated as of August, 28 2003, by and among
               SDC Prague, S.R.O. and Terex Corporation.

          SECTION 14. Successors and Assigns. This Agreement shall bind and
inure  to the  benefit  of SDC  Prague,  Terex  and the  Purchaser  and the
respective successors,  assigns, heirs and personal  representatives of SDC
Prague,  Terex and the Purchaser.  SDC Prague acknowledges that, subject to
compliance with applicable securities Laws, Purchaser may transfer,  all or
part of, the TATRA Shares acquired by it hereunder and assign,  all or part
of, its rights and obligations under this Agreement.

          SECTION  15.  Entire  Agreement.  This  Agreement  and the  other
writings  referred to herein or delivered  pursuant  hereto,  including the
Transaction  Documents,  which  form  a  part  hereof  contain  the  entire
agreement  among the parties with respect to the subject  matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.

          SECTION 16. Notices.  All notices,  requests,  consents and other
communications  hereunder to any party shall be deemed to be  sufficient if
contained in a written instrument  delivered in person or sent by confirmed
transmission  by telecopy,  or five (5) days (or earlier if received) after
deposit  with a  nationally  recognized  overnight  courier or first  class
registered or certified mail,  return receipt  requested,  postage prepaid,
addressed  to such  party at the  address  set  forth  below or such  other
address  as may  hereafter  be  designated  in writing by such party to the
other parties:

                   if to SDC Prague, to:

                   SDC International, Inc.
                   231 Bradley Place
                   Palm Beach, FL  33480
                   Telecopy No.: (561) 882-9300
                   Attention:  Mr. Ronald A. Adams, Chairman/CEO

                   with a copy to:

                   Kramer Levin Naftalis & Frankel LLP
                   919 Third Avenue
                   New York, NY  10022
                   Telecopy No.: (212) 715-8000
                   Attention: Andrew Hulsh, Esq.

                   and

                   if to Purchaser or Terex, to:

                   Terex Corporation
                   500 Post Road East, Suite 320
                   Westport, CT  06880
                   Telecopy: (203) 227-1647
                   Attention: Eric I Cohen, Esq.

                   with copies to:

                   Fried, Frank, Harris, Shriver & Jacobson
                   One New York Plaza
                   New York, NY  10004
                   Telecopy:  (212) 859-8589
                   Attention:  Steven G. Scheinfeld, Esq.

                   and

                   Giese & Partner, v.o.s.
                   Palac Myslbek
                   Ovocny trh 8
                   117 19 - Praha 1
                   Telecopy: 420--2-222 444 69
                   Attention: Ernst Giese, Esq.

          All such  notices,  requests,  consents and other  communications
shall be deemed to have been given when received.

          SECTION  17.  Amendments.   The  terms  and  provisions  of  this
Agreement  may be  modified  or amended,  or any of the  provisions  hereof
waived, temporarily or permanently,  pursuant to the written consent of SDC
Prague and Terex.

          SECTION 18.  Counterparts.  This Agreement may be executed in any
number of counterparts, and each such counterpart hereof shall be deemed to
be an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one agreement.

          SECTION  19.  Headings.  The  headings  of the  sections  of this
Agreement  have been inserted for  convenience  of reference only and shall
not be deemed to be a part of this Agreement.

          SECTION 20. Nouns and Pronouns. Whenever the context may require,
any  pronouns  used  herein  shall  include  the  corresponding  masculine,
feminine or neuter forms, and the singular form of names and pronouns shall
include the plural and vice versa.

          SECTION 21.  Governing Law. This  Agreement  shall be governed by
and construed in accordance  with the laws of the State of New York without
giving  effect to the  principles  of conflicts of law. Each of the parties
hereto hereby  irrevocably  and  unconditionally  consents to submit to the
exclusive  jurisdiction  of the  courts of the State of New York and of the
United  States of America,  in each case located in the County of New York,
for any  litigation  arising out of or relating to this  Agreement  and the
transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), and further agrees that service of
any process,  summons,  notice or document by U.S.  registered  mail to its
respective  address set forth in this  Agreement,  or such other address as
may be given by one or more parties to the other parties in accordance with
the notice  provisions of Section 16, shall be effective service of process
for any  litigation  brought  against  it in any  such  court.  Each of the
parties hereto hereby irrevocably and unconditionally  waives any objection
to the laying of venue of any  litigation  arising out of this Agreement or
the transactions contemplated hereby in the courts of the State of New York
or the United States of America,  in each case located in the County of New
York, and hereby further irrevocably and unconditionally  waives and agrees
not to plead or claim in any such court that any such litigation brought in
any such court has been brought in an inconvenient forum.

          SECTION 22.  Severability.  If any term,  provision,  covenant or
restriction  of this  Agreement or any exhibit hereto is held by a court of
competent  jurisdiction  to be  invalid,  void or  unenforceable,  (i) such
provision  shall be deemed to be  restated to reflect as nearly as possible
the original  intentions of the parties in accordance  with  applicable Law
and (ii) the remainder of the terms, provisions, covenants and restrictions
of this  Agreement and such exhibits  shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.

          SECTION 23. Definitions. For purposes of this Agreement:
                      -----------

               "Acquisition  Proposal" shall mean (i) any proposal or offer
from any Person relating to any direct or indirect  acquisition or purchase
of any of the  TATRA  Shares  or the  direct  or  indirect  acquisition  or
purchase of any of the outstanding  voting securities of the Company or SDC
Prague, (ii) any tender offer, exchange offer or other transaction that, if
consummated, would result in any Person beneficially owning (A) 20% or more
of the outstanding  voting  securities of TATRA or SDC Prague or (B) 35% or
more of the  outstanding  voting  securities  of the Company;  or (iii) any
merger,  consolidation,  business combination, sale of substantially all of
the  assets,   recapitalization,   liquidation,   dissolution   or  similar
transaction involving the Company, SDC Prague or TATRA, other than, in each
case, the transactions contemplated by this Agreement.

               "Affiliate"  shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

               "Business"  means  the  assembly  and  production  of  motor
vehicles and further activities  entered in the Commercial  Register as the
subject of the business of TATRA.

               "Business  Day" means any day other than a Saturday,  Sunday
or a day on which banks in New York City are authorized or obligated by Law
or executive order to close.

               "Closing  Price" means the closing sale price of Terex Stock
as supplied by the NYSE.

               "Contract  Shares" means bearer  shares in book-entry  form,
each with a current nominal value of CZK 250, with such nominal value being
decreased to CZK 100, of the registered capital of TATRA.

               "Encumbrance" means any security interest, mortgage, pledge,
hypothecation,   assignment,   deposit   arrangement,   encumbrance,   lien
(statutory or otherwise),  charge against or interest in property, or other
priority or preferential  arrangement of any kind or nature whatsoever that
has the same practical effect as a security interest,  to secure payment of
a debt or performance of an obligation.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

               "Governmental  Entity"  means any  supernational,  national,
foreign,  federal,  state  or  local  judicial,   legislative,   executive,
administrative or regulatory body or authority.

               "Guarantees"  means (i) the guarantee,  dated as of December
27, 2001, made by SDC Prague in favor of Terex,  (ii) the guarantee,  dated
as of February 20,  2002,  made by SDC Prague in favor of Terex (as amended
on February  20,  2002) and (iii) the  guarantee,  dated as of February 20,
2002, made by the Company in favor of Terex.

               "Indemnification   Agreement"   means  the   Indemnification
Agreement, dated as of the date hereof, by and among the Company, Terex and
Purchaser.

               "Law" includes any foreign,  federal,  state,  or local law,
statute, ordinance, rule, regulation, order, judgment or decree.

               "Loan  Agreement"  means  the  loan  agreement,  dated as of
December 27, 2001, by and between the Company and Terex.

               "Material Adverse Change" means a change, individually or in
the  aggregate  that has or may  reasonably  be expected to have a Material
Adverse Effect.

               "Material  Adverse  Effect"  means  any  event,   change  or
occurrence which has had, or is reasonably likely to have,  individually or
together  with any other event,  change or  occurrence  a material  adverse
effect  on  the  business,   operations,   properties,   assets,  condition
(financial or other) or the results of operations of the applicable  Person
and its Subsidiaries, if any, taken as a whole.

               "Notes"  means the 9.00%  Convertible  Note due December 31,
2004  in the  aggregate  principal  amount  of  $6,069,900  and  the  9.00%
Convertible Note due December 31, 2004 in the aggregate principal amount of
$2,000,000.

               "NYSE" means the New York Stock Exchange.

               "Person"   means  any   individual,   corporation,   limited
liability company,  partnership,  limited partnership,  syndicate,  person,
trust, association or entity or government,  political subdivision,  agency
or instrumentality of a government.

               "Pledge   Agreements"   means  (i)  the   Pledge   Agreement
Concerning  Shares of the Company  TATRA,  a.s.,  dated  December 28, 2001,
between SDC Prague and Terex, (ii) the Pledge Agreement Concerning Business
Share of the Company SDC  Prague,  dated  December  28,  2001,  between the
Company  and Terex,  (iii) the Pledge  Agreement  Concerning  Shares of the
Company TATRA,  a.s., dated February 21, 2002, between SDC Prague and Terex
and (iv) the Pledge Agreement  Concerning Business Share of the Company SDC
Prague, dated February 21, 2002, between SDC and Terex.

               "Securities Act" means Act No. 591/1992 Coll. On Securities,
as amended and in force and effect from time to time.

               "Securities  Center"  means  the legal  entity,  established
pursuant to the  Securities  Act, that maintains the register of book-entry
securities and performs other activities under the Securities Act.

               "Subsidiary" means, with respect to any Person, any company,
corporation,  partnership, limited liability company or other entity (A) of
which shares of capital stock or other ownership  interests having ordinary
voting power to elect a majority of the board of directors or other similar
managing body of such company, corporation,  partnership, limited liability
company or other  entity are at the time owned or  controlled,  directly or
indirectly,  by such  Person or (B) the  management  of which is  otherwise
controlled,  directly or indirectly,  through one or more intermediaries by
such  Person.  SDC Prague and TATRA shall each be deemed to be a Subsidiary
of the Company.

               "Superior Proposal" means any bona fide, unsolicited,  third
party written Acquisition Proposal obtained not in breach of this Agreement
to acquire, directly or indirectly,  for consideration consisting solely of
cash or cash  equivalents  (including,  without  limitation,  registered or
immediately  registrable equity securities of a U.S. public company),  100%
of the  outstanding  equity  securities  of SDC Prague or 100% of the TATRA
Shares, on terms that the Executive of SDC Prague or the Board of Directors
of the Company  determine in their  respective good faith judgment  (based,
with respect to consideration  payable,  upon the advice of SDC Prague's or
the Company's outside financial  advisor(s),  as applicable) (i) to provide
greater  value  from a  financial  point  of  view to SDC  Prague's  or the
Company's stockholders and creditors taken as a whole than the transactions
contemplated  by this Agreement and the  Termination  Agreement,  (y) to be
capable of being  consummated,  taking into  account the Person  making the
proposal  and all legal,  financial,  regulatory  and other  aspects of the
Acquisition  Proposal  and  (z) if  financing  is  necessary  in  order  to
consummate  such  Acquisition   Proposal,  to  be  supported  by  available
financing or a financing  commitment letter;  provided,  however,  that any
such letter not be subject to any  non-traditional  conditions  (including,
without  limitation,  any due diligence condition or any condition relating
to the financial condition or operating results of any party).

               "TATRA Loan  Agreement"  means that certain Loan  Agreement,
dated as of February 20, 2002,  between Terex,  TATRA,  the Company and SDC
Prague.

               "Taxes" means all federal,  state,  local or foreign  taxes,
including  but not limited to income,  gross  receipts,  windfall  profits,
value added, severance,  property, production, sales, use, license, excise,
franchise,  employment,  withholding  or similar  taxes,  together with any
interest,  additions or penalties with respect  thereto and any interest in
respect of such additions or penalties.

               "Trading  Day"  means a day on  which  the  NYSE is open for
trading and a Closing Price is supplied for the Terex Stock.

               "Terex Competitor" shall mean each of the following entities
and their respective Subsidiaries and Affiliates:  Osh Kosh Trucks, Stewart
&  Stevenson,   Caterpillar,  Volvo,  Komatsu,  Liebherr,  Ingersoll  Rand,
Manitowoc, JLG Industries, Textron, John Deere, Altec, Moxy, Bell, Case/New
Holland, Euclid/Hitachi and Joy Global.

               "Transaction Documents" means this Agreement, the
Registration Rights Agreement, the Termination Agreement and the
Indemnification Agreement.

               "Voting  Securities"  means the  Common  Stock and any other
securities  of the Company or any  Subsidiary  of the Company (or any other
corporation  or  joint  stock  company)  which  are then  entitled  to vote
generally in the election of directors of the Company or such Subsidiary of
the Company (or such other corporation or joint stock company).

          SECTION 24.  Currency.  The term "$" means United States Dollars.
The term "CZK"  means  Czech  crowns,  the  official  currency of the Czech
Republic.



          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


          IN WITNESS  WHEREOF,  the parties  hereto have duly executed this
Stock Purchase Agreement as of the date first above written.


                                    Terex Corporation

                                    By:  /s/ Eric I Cohen
                                        --------------------------------
                                         Name:   Eric I Cohen
                                         Title:  Senior Vice President

<PAGE>


<PAGE>


                                    GP OMIKRON, S.R.O.

                                    By:  /s/ Jiri Vondrich
                                         -------------------------------
                                         Name:   Jiri Vondrich
                                         Title:  General Manager

<PAGE>

                                    SDC Prague, S.R.O.

                                    By:  /s/ Edita Stedra
                                         -------------------------------
                                          Name:  Edita Stedra
                                          Title: Executive

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>ex23-2.txt
<TEXT>

                                                                   EXHIBIT 23.2


                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Terex Corporation of our report dated March 12,
2003 relating to the financial statements and financial statement schedule,
which appear in Terex Corporation's Annual Report on Form 10-K for the year
ended December 31, 2002. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Stamford, CT
September 17, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>ex23-3.txt
<TEXT>


                                                                   EXHIBIT 23.3


                     CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Terex Corporation of our report dated July 10,
2002 relating to the consolidated financial statements of Genie Holdings,
Inc. and Subsidiaries as of December 31, 2001 and for the year then ended
which appears in the current report on Form 8-K/A of Terex Corporation
dated November 26, 2002. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Seattle, Washington
September 17, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
