Holders that validly tender Notes prior to 5:00 P.M., New York City time, on November 21, 2012, unless such time is extended or earlier terminated by Terex (the “Consent Expiration”), and accepted for purchase, will be eligible to receive the total consideration of $1,043.75 per $1,000 principal amount of Notes tendered, which includes $1,013.75 as the tender offer consideration (the “Tender Offer Consideration”) and $30.00 as a consent payment (the “Consent Payment”), on the initial settlement date, which will occur promptly following the Consent Expiration and is expected to be November 26, 2012. Holders who validly tender Notes after the Consent Expiration and prior to 11:59 p.m., New York City time, on December 6, 2012, unless extended or earlier terminated by Terex in its sole discretion (the “Expiration Time”), will be eligible to receive the Tender Offer Consideration, but not the Consent Payment, on the final settlement date, which will occur promptly following the Expiration Time and is expected to be December 7, 2012. Accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered (and not validly withdrawn) and accepted Notes.
The Tender Offer is scheduled to expire at the Expiration Time. Validly tendered Notes may be withdrawn at any time on or prior to 5:00 P.M., New York City time, on November 21, 2012 unless extended by Terex (the “Withdrawal Deadline”). Any tender of Notes pursuant to the Tender Offer may be validly withdrawn and the corresponding Consents may be validly revoked at any time prior to the Withdrawal Deadline, but not thereafter unless required by law. Holders may not tender their Notes in the Tender Offer without delivering their Consents to the Proposed Amendments, and holders may not deliver their Consents to the Proposed Amendments without tendering their Notes pursuant to the Tender Offer.
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