exv10w18





Exhibit 10.18





FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 18,
2009, by and among AGCO CORPORATION, a Delaware corporation (“AGCO”), AGCO INTERNATIONAL
LIMITED, an English corporation (“English Subsidiary”), and AGCO INTERNATIONAL HOLDINGS
B.V., a Dutch company (“Dutch Subsidiary”; AGCO, English Subsidiary, and Dutch Subsidiary
are referred to herein collectively as the “Borrowers” and individually as a
“Borrower”); the Lenders signatory hereto and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as administrative agent for
the Lenders (in such capacity, the “Administrative Agent”).



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Lenders (as defined in the Credit Agreement), the Issuing Bank (as
defined in the Credit Agreement), the other agents party thereto, and the Administrative Agent are
parties to that certain Credit Agreement dated as of May 16, 2008 (the “Credit Agreement”);
and



     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be
amended, and the Lenders signatory hereto 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. Amendments to Credit Agreement.



          (a) Section 1.1 of the Credit Agreement, Certain Defined Terms, is hereby amended and
modified by (i) deleting the defined terms “Canadian Dealer Receivable Factoring Program,”
“Canadian Dealer Receivable Factoring Program Documents,” “U.S. Dealer Receivable Factoring
Program” and “U.S. Dealer Receivable Factoring Program Documents,”(ii) adding thereto in
appropriate alphabetical order the following defined terms, and (iii) deleting therefrom any
existing definitions set forth therein, respectively, for any of the following defined terms:





     “Consolidated Interest Expense” means, for any period, the sum of (a)
all amounts that would be deducted in arriving at Consolidated Net Income for such
period in respect of interest charges (including amortization of debt discount and
expense and imputed interest on Capitalized Leases), (b) interest expense
attributable to any Securitization Funding for such period, and (c) commencing with
the fiscal quarter beginning January 1, 2010, $2,000,000 for each fiscal quarter of
AGCO included in the period of determination (such amount being the attributed
interest expense in connection with all Dealer Receivable Factoring



 









 







Programs that may exist from time to time, and whether or not in effect at the
time of determination).




     “Dealer Receivable Factoring Program” means, a program of sales
(without recourse for loss resulting from an account debtor’s inability to pay) by
AGCO and/or certain Foreign Subsidiaries of AGCO of wholesale Receivables to a
Finance Company, as more fully set forth in the applicable Dealer Receivable
Factoring Program Documents.




     “Dealer Receivable Factoring Program Documents” means, with respect to
any particular Dealer Receivable Factoring Program, the receivable purchase
agreements, sales and servicing agreements and other documents evidencing or
governing such Dealer Receivable Factoring Program, in each case in form and
substance reasonably acceptable to the Administrative Agent.




     “Funded Debt” means without double-counting, with respect to AGCO on a
Consolidated basis, as of any date of determination, (a) all obligations of the
type described in clauses (a) through (e) of the definition of “Indebtedness” set
forth in Article 1 and any Guaranty of any of the foregoing for which a
demand for payment has been received, and specifically including, without
limitation, the amount of Outstandings hereunder, and (b) (i) commencing upon the
termination of the US Securitization and the Canadian Securitization, $345,000,000,
and (ii) commencing upon the termination of the European Securitization, the
Equivalent Amount in U.S. Dollars of €100,000,000 Euros (such amounts under this
clause (b) being the attributed principal amounts in connection with all Dealer
Receivable Factoring Programs that may exist from time to time, and whether or not
any such Dealer Receivable Factoring Program is in effect at the time of
determination).



          (b) Section 1.1 of the Credit Agreement, Certain Defined Terms, is hereby further
amended and modified by deleting clause (i) of the definition of “Permitted Liens” set forth
therein in its entirety and replacing such clause with the following:





     “(i) Liens on (x) wholesale Receivables (and the Related Assets) sold
pursuant to a Securitization Facility, and on Receivables sold under any
factoring arrangement permitted hereunder, and (y) deposit accounts in
which wholesale Receivables are collected or concentrated securing support
and/or servicing obligations arising under Dealer Receivable Factoring
Programs.”



          (c) Section 7.7 of the Credit Agreement, Sales of Assets, is hereby amended and
modified by deleting clause (h) thereof in its entirety and by substituting the following in lieu
thereof:





     “(h) sales (without recourse for loss resulting from an account
debtor’s inability to pay) of wholesale Receivables (together with the



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          Related Assets to the extent applicable) under any Dealer Receivable
Factoring Program.”



     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 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; or (iv) 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;




          (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 and as of the date hereof as though made
on and as of such date, other than (i) any such representations and warranties that, by their
terms, expressly refer to an earlier date, and (ii) as a result of changes permitted by the terms
of the Credit Agreement; 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 and the Administrative Agent, and Lender
Addendum, in the form attached hereto, duly executed by the Required Lenders;




          (b) the payment of a fee from the Borrowers on behalf of each Lender which has delivered to
the Administrative Agent by 5:00 p.m. (New York time) on December 18,






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2009, such Lender’s executed Lender Addendum consenting to this Amendment, in the amount of
(x) 0.10%, multiplied by (y) the Commitment of each such Lender; and




          (c) 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
other Loan Documents to the Credit Agreement shall mean and be a reference to the Credit Agreement
as amended hereby.



     Section 5. Reaffirmation of Guaranty. By executing this Amendment, each Guarantor
hereby acknowledges, consents and agrees that all of its obligations and liability under the
Guaranty Agreements to which it is a party remain in full force and effect, and that the execution
and delivery of this Amendment and any and all documents executed in connection therewith shall not
alter, amend, reduce or modify its obligations and liability under such Guaranty Agreements or any
of the other Loan Documents to which it is a party.



     Section 6. 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 7. 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 Administrative Agent 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 Administrative Agent and the Lenders reserve the right to, 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 8. 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 electronic mail transmission shall be as
effective as delivery of a manually executed counterpart hereof.



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     Section 9. 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 10. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.



     Section 11. Final Agreement. This Amendment represents the final agreement between
the Borrowers, the 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.



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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 INTERNATIONAL LIMITED	
	 
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	By:	 	 	
	 

	 	 	 	 	
	 

	 		Title	 	
	 

	 	 	 	 	
	 
	 	 	 	 	
	 	 	

AGCO INTERNATIONAL HOLDINGS B.V.	
	 
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	By:	 	 	
	 

	 	 	 	 	
	 

	 		Title	 	
	 

	 	 	 	 	





[SIGNATURES CONTINUED ON FOLLOWING PAGE]




First Amendment to Credit Agreement

Signature Page 1



 









 





	 	 	 	 	 	
	GUARANTORS:	 	MASSEY FERGUSON CORP.	
	 
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	By:	 	 	
	 

	 	 	 	 	
	 

	 		Title	 	
	 

	 	 	 	 	
	 
	 	 	 	 	
	 	 	

EXPORT MARKET SERVICES LLC	
	 
	 	 	 	 	
	 
	 	 	 	 	
	 

	 	By:	 	 	
	 

	 	 	 	 	
	 

	 	 	Title	 	
	 

	 	 	 	 	





[SIGNATURES CONTINUED ON FOLLOWING PAGE]




First Amendment to Credit Agreement

Signature Page 2



 









 





	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	COÖPERATIEVE CENTRALE RAIFFEISEN
	 	 	BOERENLEENBANK B.A., “RABOBANK
	 	 	NEDERLAND,” NEW YORK BRANCH, as
	 	 	Administrative Agent
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 		Title	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 		Title	 
	 

	 	 	 	 
	 
	 	 	 	 
	LENDERS:	 	See each Lender Addendum attached hereto






First Amendment to Credit Agreement

Signature Page 6






 









 








LENDER ADDENDUM




     Reference is made to the Credit Agreement dated as of May 16, 2008 (the “Credit
Agreement”) among AGCO Corporation, AGCO International Limited and AGCO International Holdings
B.V., (collectively, the “Borrowers”), the lenders signatory thereto (together with any
other financial institution that subsequently becomes a Lender thereunder, the “Lenders”),
the Issuing Bank (as defined in the Credit Agreement), the other agents party thereto 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 First Amendment to Credit Agreement dated as of December 18, 2009.



     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 electronic mail transmission 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  
	 
	 



Lender Addendum

Signature Page