EX-10.1 AMENDMENT TO CREDIT AGREEMENT



 





Exhibit 10.1




SECOND AMENDMENT TO CREDIT AGREEMENT




     This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of
August 17, 2004, by and among AGCO CORPORATION, a Delaware corporation
(“AGCO”), AGCO CANADA, LTD., a Saskatchewan corporation (“Canadian
Subsidiary”), AGCO LIMITED, an English corporation (“English Subsidiary One”),
AGCO INTERNATIONAL LIMITED, an English corporation (“English Subsidiary Two”),
AGCO HOLDING B.V., a Netherlands corporation (“Netherlands Subsidiary”), AGCO
DEUTSCHLAND HOLDING LIMITED & CO. KG, a German limited partnership (“German
Subsidiary”), and VALTRA HOLDING OY, a Finnish limited liability company
(“Finnish Subsidiary”; AGCO, Canadian Subsidiary, English Subsidiary One,
English Subsidiary Two, Netherlands Subsidiary, German Subsidiary and Finnish
Subsidiary are referred to herein collectively as the “Borrowers” and
individually as a “Borrower”); the lenders (the “Lenders”) signatory hereto;
COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”,
CANADIAN BRANCH, as Canadian administrative agent for the Canadian Lenders
(together with any successor, in such capacity, the “Canadian Administrative
Agent”); and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK
NEDERLAND”, NEW YORK BRANCH, as administrative agent for the Lenders (together
with any successor, in such capacity, the “Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Administrative Agent, the Canadian
Administrative Agent, the Lenders, the Issuing Banks (as defined in the Credit
Agreement), SunTrust Bank and Morgan Stanley Senior Funding, Inc., as
Co-Syndication Agents, and CoBank, ACB and The Bank of Tokyo-Mitsubishi, Ltd.,
NY Branch, as Co-Documentation Agents, are parties to that certain Credit
Agreement dated as of December 22, 2003 (as amended by that certain First
Amendment to Credit Agreement and Consent dated as of April 12, 2004, and as
further amended, restated, supplemented or modified from time to time, the
“Credit Agreement”); and



     WHEREAS, the Borrowers have requested that certain terms and conditions of
the Credit Agreement be amended, and the Lenders, the Canadian Administrative
Agent and the Administrative Agent have agreed to the requested amendments on
the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree that
all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Credit Agreement, and further agree as follows:



 









 





     Section 1. Amendment to Section 1.1. Section 1.1 of the Credit Agreement,
Certain Defined Terms, is hereby amended and modified by deleting clauses (a),
(b), (c) and (d) of the definition of “Applicable Margin” set forth therein in
the entirety and by substituting the following in lieu thereof:




     ”(a) if the relevant Obligation is a US Term Loan that is a
Base Rate Loan, 0.50%, (b) if the relevant Obligation is a Euro
Term Loan that is a Base Rate Loan, 2.00%, (c) if the relevant
Obligation is a US Term Loan that is a LIBO Rate Loan, 2.00%,
(d) if the relevant Obligation is a Euro Term Loan that is a LIBO
Rate Loan, 2.00%, or (e) for all other relevant Obligations, the
applicable percentage indicated below that corresponds to the
Senior Debt Ratio of AGCO indicated below:”



     Section 2. Representations and Warranties. Each of AGCO and the other
Borrowers represents and warrants as follows:



          (a) The execution, delivery and performance by each Borrower of this
Amendment and the other transactions contemplated hereby, are within such
Borrower’s corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene such Borrower’s charter or bylaws;
(ii) violate any Applicable Law (including, without limitation, to the extent
applicable, the Securities Exchange Act of 1934, the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and
any similar statute); (iii) conflict with or result in the breach of, or
constitute a default under, any contract, loan agreement, indenture, mortgage,
deed of trust, lease or other instrument binding on or affecting any Borrower,
any of its Subsidiaries or any of their properties (including any of the
Applicable Capital Market Transaction Documents); or (iv) except for the Liens
created under the Security Documents, result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of any
Borrower or any of its Subsidiaries;



          (b) No authorization or approval or other action by, and no notice to or
filing with, any Governmental Authority or regulatory body or any other third
party is required for the due execution, delivery or performance by any
Borrower of this Amendment and each other Loan Document contemplated hereby to
which it is or is to be a party, or for the consummation of the transactions
contemplated hereby;



          (c) This Amendment and each other document required to be delivered by a
Borrower hereunder has been duly executed and delivered by each Borrower
thereto, and constitutes the legal, valid and binding obligation of each
Borrower thereto, enforceable against such Borrower in accordance with its
terms;



          (d) The representations and warranties contained in Article 4 of the
Credit Agreement, and in each of the other Loan Documents, are true and correct
on



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and as of the date hereof as though made on and as of such date, other
than any such representations and warranties that, by their terms, expressly
refer to an earlier date; and




          (e) After giving effect hereto, no event has occurred and is continuing
which constitutes an Event of Default or would constitute an Event of Default
but for the requirement that notice be given or time elapse or both.



     Section 3. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above when the
Administrative Agent shall have received, in form and substance satisfactory to
it, each of the following:



          (a) this Amendment, duly executed by the Borrowers, the Canadian
Administrative Agent and the Administrative Agent and Lender Addenda, in the
form attached hereto, duly executed by all of the Term Loan Lenders; and



          (b) the delivery of such other documents, instruments, and information, as
the Administrative Agent may reasonably request.



     Section 4. Reference to and Effect on the Credit Agreement. Upon the
effectiveness of this Amendment as set forth in Section 3 hereof, on and after
the date hereof, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby, and each reference in the
Notes and the other Loan Documents to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.



     Section 5. Costs, Expenses and Taxes. The Borrowers agree, jointly and
severally, to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment
and the other instruments and documents to be delivered hereunder (including,
without limitation, the fees and expenses of counsel for the Administrative
Agent with respect thereto).



     Section 6. No Other Amendments. Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agents or the Lenders under the
Credit Agreement, or any of the other Loan Documents, nor constitute a waiver
of any provision of the Credit Agreement or any of the other Loan Documents.
Except for the amendments set forth above, the text of the Credit Agreement and
all other Loan Documents shall remain unchanged and in full force and effect
and the Borrowers hereby ratify and confirm their respective obligations
thereunder. This Amendment shall not constitute a modification of the Credit
Agreement or a course of dealing with the Administrative Agent at variance with
the Credit Agreement such as to require further notice by the Administrative
Agent to require strict compliance with the terms of the Credit Agreement and
the other Loan Documents in the future, except as expressly set forth herein.
The Borrowers acknowledge and expressly agree that the Agents and the Lenders
reserve the right to,



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and do in fact, require strict compliance with all terms and provisions of
the Credit Agreement and the other Loan Documents (in each case as amended
hereby).




     Section 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute
but one and the same instrument. Delivery of a signature page hereto by
facsimile transmission or via email transmission of an Adobe portable document
format file (also known as a “PDF File”) shall be as effective as delivery of a
manually executed counterpart hereof.



     Section 8. Delivery of Lender Addenda. Each Lender executing this
Amendment shall do so by delivering to the Administrative Agent a Lender
Addendum, substantially in the form of Annex I attached hereto, duly executed
by such Lender.



     Section 9. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws (without giving effect to the conflicts
of laws principles thereof) of the State of New York.



     Section 10. Final Agreement. This Amendment represents the final
agreement between the Borrowers, the Administrative Agent, the Canadian
Administrative Agent and the Lenders as to the subject matter hereof and may
not be contradicted by evidence of prior, contemporaneous or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties. The Amendment shall constitute a Loan Document for all purposes.



[The remainder of the page is intentionally blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.



BORROWERS:




	 	 	 	 	 	 	 
	 	 	AGCO CORPORATION
	 
	 	 	 	 	 	 
	 	 	By:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	Title:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	AGCO CANADA, LTD.
	 
	 	 	 	 	 	 
	 	 	By:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	Title:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	AGCO LIMITED
	 
	 	 	 	 	 	 
	 	 	By:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	Title:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	AGCO INTERNATIONAL LIMITED
	 
	 	 	 	 	 	 
	 	 	By:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	Title:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	AGCO HOLDING B.V.
	 
	 	 	 	 	 	 
	 	 	By:
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	 	 	Title:
	

	 	 	 	
 	 	 







[SIGNATURES CONTINUED ON FOLLOWING PAGE]




Second Amendment to Credit Agreement

Signature Page 1










 









	 	 	 	 	 	 	 
	 	 	AGCO DEUTSCHLAND HOLDING LIMITED & CO. KG
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	 	 	VALTRA HOLDING OY
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 







[SIGNATURES CONTINUED ON FOLLOWING PAGE]




Second Amendment to Credit Agreement

Signature Page 2




 









 








	 	 	 	 	 	 	 
	AGENTS, ISSUING BANKS	 	COÖPERATIEVE CENTRALE RAIFFEISEN-
	AND SWING LINE BANK:	 	BOERENLEENBANK B.A., “RABOBANK
	 	 	NEDERLAND,” NEW YORK BRANCH, as Administrative
	 	 	Agent and Multi-Currency Issuing Bank
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	 	 	COÖPERATIEVE CENTRALE RAIFFEISEN-
	 	 	BOERENLEENBANK B.A., “RABOBANK
	 	 	NEDERLAND,” CANADIAN BRANCH, as Canadian
	 	 	Administrative Agent and Canadian Issuing Bank
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	 	 	By:  	
	 	 
	 
	 	 	 	 	 	 
	 	 	Title:	
	 	 
	 
	 	 	 	 	 	 
	LENDERS:
	 	See each Lender Addendum attached
hereto







Second Amendment to Credit Agreement

Signature Page 3




 









 








ANNEX 1




LENDER ADDENDUM




     Reference is made to the Credit Agreement dated as of December 22, 2003
(as amended by that certain First Amendment to Credit Agreement and Consent
dated as of April 12, 2004, and as further amended, restated, renewed,
supplemented or otherwise modified from time to time, the “Credit Agreement”)
among AGCO Corporation, AGCO Canada Ltd., AGCO Limited, AGCO International
Limited, AGCO Holding B.V., AGCO Deutschland Holding Limited & Co. KG and
Valtra Holding Oy (collectively, the “Borrowers”), the lenders signatory
thereto (together with any other financial institution that subsequently
becomes a Lender thereunder, the “Lenders”), the Issuing Banks (as defined in
the Credit Agreement), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
“Rabobank Nederland”, Canadian Branch, as Canadian Administrative Agent,
SunTrust Bank and Morgan Stanley Senior Funding, Inc., as Co-Syndication
Agents, CoBank, ACB and The Bank of Tokyo-Mitsubishi, Ltd., NY Branch, as
Co-Documentation Agents, and Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A., “Rabobank Nederland”, New York Branch, as the Administrative Agent (the
“Administrative Agent”). Capitalized terms used herein without definition
shall have the respective meanings ascribed to those terms in the Credit
Agreement.



     Upon execution and delivery of this Lender Addendum by the undersigned
Lender, the undersigned Lender hereby consents to and agrees with all of the
terms and conditions contained in, and shall become a party to, the Second
Amendment to Credit Agreement dated as of August             , 2004.



     THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     This Lender Addendum may be executed by one or more of the parties hereto
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery
of an executed signature page hereof by facsimile transmission or via email
transmission of an Adobe portable document file (also known as a “PDF File”)
shall be effective as delivery of a manually executed counterpart hereof.



[The remainder of this page is intentionally left blank.]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to
be duly executed and delivered by their proper and duly authorized officers
effective as of the date set forth herein.



	 	 	 	 	 	 	 
	 	 	[NAME OF LENDER]
	 
	 	 	 	 	 	 
	 	 	By: 	
	 	 
	 	 	Name:	
	 	 
	 	 	Title: 	
	 	 







Annex I

Lender Addendum

Signature Page