exv10w21






Exhibit 10.21




 Execution Copy




Dated as of 29 September 2009




	(1)	 	AGCO DEUTSCHLAND GMBH, as Originator and
Sub-Servicer;
	 
	(2)	 	AGCO DISTRIBUTION S.A.S., as Originator;
	 
	(3)	 	AGCO IBERIA SA, as Originator;
	 
	(4)	 	AGCO SERVICES LIMITED, as the Subordinated Lender;
	 
	(5)	 	AGCO LIMITED; as the Master Servicer;
	 
	(6)	 	AGCO CORPORATION, as the Parent;
	 
	(7)	 	AGCO RECEIVABLES LIMITED, as the Company;
	 
	(8)	 	ERASMUS CAPITAL CORPORATION as CP Lender; and
	 
	(9)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
(TRADING AS RABOBANK INTERNATIONAL), LONDON BRANCH, as Agent,
Administrator and Liquidity Bank





 






OMNIBUS AMENDMENT AGREEMENT



 






LO\520075.4 Rabobank - AGCO Omnibus Amendment Agreement (September 2009)



 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	1	 
	 
	 	 	 	 
	2. AMENDMENTS TO TRANSACTION DOCUMENTS
	 	 	2	 
	 
	 	 	 	 
	2.1 Amendments to Schedule of Definitions
	 	 	2	 
	 
	 	 	 	 
	2.2 Amendments to Receivables Funding Agreement
	 	 	5	 
	 
	 	 	 	 
	2.3 Amendments to Servicing Agreement
	 	 	5	 
	 
	 	 	 	 
	2.4 Governing Law
	 	 	7	 
	 
	 	 	 	 
	2.5 Transfer by CP Lender
	 	 	7	 
	 
	 	 	 	 
	3. REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	8	 
	 
	 	 	 	 
	3.1 Reaffirmation of Representations and Warranties
	 	 	8	 
	 
	 	 	 	 
	3.2 Additional Representations and Warranties
	 	 	8	 
	 
	 	 	 	 
	3.3 Transaction Document
	 	 	8	 
	 
	 	 	 	 
	4. EFFECTIVENESS, RATIFICATION
	 	 	8	 
	 
	 	 	 	 
	4.1 Effectiveness
	 	 	8	 
	 
	 	 	 	 
	4.2 Ratification
	 	 	8	 
	 
	 	 	 	 
	5. MISCELLANEOUS
	 	 	9	 
	 
	 	 	 	 
	5.1 Governing Law and Jurisdiction
	 	 	9	 
	 
	 	 	 	 
	5.2 Headings
	 	 	9	 
	 
	 	 	 	 
	5.3 Counterparts
	 	 	9	 
	 
	 	 	 	 
	5.4 Severability, etc.
	 	 	9	 
	 
	 	 	 	 
	5.5 No Petition
	 	 	9	 
	 
	 	 	 	 
	5.6 Limited Recourse
	 	 	10	 






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OMNIBUS AMENDMENT AGREEMENT



THIS OMNIBUS AMENDMENT AGREEMENT (this “Agreement”) is dated as of 29 September 2009 and made
BETWEEN:





	(1)	 	AGCO DEUTSCHLAND GMBH (successor in interest to AGCO GMBH), a Gesellschaft mit beschränkter
Haftung established under the laws of Germany, as an Originator and Sub-Servicer;
	 
	(2)	 	AGCO DISTRIBUTION S.A.S. (successor in interest to AGCO S.A.), a company incorporated under
the laws of France, as an Originator and Sub-Servicer;
	 
	(3)	 	AGCO IBERIA SA, a Sociedad Anónima incorporated under the laws of Spain, as an Originator and
Sub-Servicer;
	 
	(4)	 	AGCO SERVICES LIMITED, a company incorporated under the laws of England and Wales, as the
Subordinated Lender;
	 
	(5)	 	AGCO LIMITED, a company incorporated under the laws of England and Wales, in its individual
capacity and as the Master Servicer;
	 
	(6)	 	AGCO CORPORATION, a Delaware corporation, as the Parent;
	 
	(7)	 	AGCO RECEIVABLES LIMITED, a company incorporated under the laws of England and Wales, as the
Company;
	 
	(8)	 	ERASMUS CAPITAL CORPORATION, a corporation incorporated under the laws of Delaware, as the CP
Lender; and
	 
	(9)	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., (trading as RABOBANK INTERNATIONAL),
London Branch (“Rabobank”) as the Agent, the Administrator and the Liquidity Bank.




WHEREAS:





	(A)	 	The parties to this Agreement (the “Parties”) have entered into a Master Schedule of
Definitions, Interpretation and Construction dated 13 October 2006 (as from time to time in
effect, the “Schedule of Definitions”) and into various other Transaction Documents (such and
other capitalised terms being used herein, unless otherwise defined herein, with the meanings
provided in Clause 1 (Interpretation)) in connection with a trade receivables purchase
programme (the “Programme”) provided by the Company;
	 
	(B)	 	the Parties wish to amend the Transaction Documents in certain respects as set out herein.




NOW IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	 	 	In this Agreement, including the recitals hereto, except in so far as the context otherwise
requires and subject to any contrary indication, words and expressions





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	 	 	defined and expressed
to be interpreted and construed in the Schedule of Definitions (after giving effect to the
amendments thereto occurring on the date hereof) shall have the same definitions,
interpretation and construction mutatis mutandis herein.
	 
	2.	 	AMENDMENTS TO TRANSACTION DOCUMENTS
	 
	2.1	 	Amendments to Schedule of Definitions
	 
	 	 	On the date (the “Effective Date”) on which this Agreement has become effective pursuant to
Clause 4.1 (Effectiveness), the Schedule of Definitions is hereby amended as follows:






	 	(a)	 	The definition of “Administrator” is amended in its entirety to read as
follows:






““Administrator” means Rabobank or an Affiliate thereof as Administrator for
the CP Lender or the Conduit Funding Provider, as the case may be, or
Rabobank or an Affiliate thereof as Administrator for any Conduit Assignee.”




	 	(b)	 	The definition of “Applicable Margin” is deleted.
	 
	 	(c)	 	The definition of “Borrower” is amended in its entirety to read as follows:






““Borrower” means, with respect to the Liquidity Agreement, the CP Lender or
the Conduit Funding Provider, as the case may be, in its capacity as
borrower thereunder.”




	 	(d)	 	The definition of “Commercial Paper” is amended in its entirety to read as
follows:






““Commercial Paper” means the short term promissory notes issued or to be
issued in the US or non-US commercial paper markets by the CP Lender or by a
Conduit Funding Provider (and the proceeds of which are advanced to the CP
Lender).”




	 	(e)	 	The definition of “Commitment Termination Date” is amended in its entirety to
read as follows:






““Commitment Termination Date” means 29 September 2010 or such later date to
which the Commitment Termination Date has been extended pursuant to Clause
2.10 (Non-Renewing Liquidity Lenders) of the Liquidity Agreement.”




	 	(f)	 	A definition of “Conduit Funding Provider” is added in the appropriate
alphabetical order as follows:






““Conduit Funding Provider” means an entity administered by Rabobank or any
of its Affiliates which issues Commercial Paper and advances the proceeds,
directly or indirectly, inter alia, to the CP Lender.”



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	 	(g)	 	The definition of “CP Rate” is amended by deleting the words “by the CP Lender”
in the first line thereof.
	 
	 	(h)	 	Clause (a) of the definition of “CP Value” is amended by deleting the words “by
the CP Lender” in the second line thereof and by deleting the words “the CP Lender” in
the sixth line thereof and replacing them with the words “the CP Lender or the Conduit
Funding Provider, as the case may be,”.
	 
	 	(i)	 	The definition of “Fee Letter” is amended in its entirety to read as follows:






““Fee Letter” means the letter dated 29 September 2009 from the CP Lender to
the Company.”




	 	(j)	 	The definition of “Forward Amount” is amended by deleting the words “by the CP
Lender” and replacing them with the words “by the CP Lender or the Conduit Funding
Provider, as the case may be,”.
	 
	 	(k)	 	The definition of “Forward Contract” is amended by deleting the words “the CP
Lender” in the two places in which it appears and replacing them with the words “the CP
Lender or the Conduit Funding Provider, as the case may be,” in both such places.
	 
	 	(l)	 	The definition of “Hedge Counterparty” is amended in its entirety to read as
follows:






““Hedge Counterparty” means the party other than the CP Lender or the
Conduit Funding Provider, as the case may be, to a Forward Contract or a
Spot Contract, as the case may be, which may include Rabobank.”




	 	(m)	 	The definition of “Program Support Agreement” is amended in its entirety to
read as follows:






““Program Support Agreement” means and includes any agreement entered into
by any Program Support Provider providing for the issuance of one or more
letters of credit for the account of the issuer of the Commercial Paper used
to fund any Funding Advance, the issuance of one or more surety bonds for
which such issuer is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, the sale by such issuer to any Program
Support Provider of the Asset Interest (or portions thereof or
participations therein) and/or the making of loans and/or other extensions
of credit to such issuer in connection with its commercial paper program,
together with any letter of credit, surety bond or other instrument issued
thereunder.”




	 	(n)	 	The definition of “Program Support Provider” is amended in its entirety to read
as follows:






““Program Support Provider” means and includes any Person (including each
Conduit Funding Provider) now or hereafter extending credit or having a
commitment to extend credit to or for the account of,


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or to make purchases
from, the CP Lender or a Conduit Funding Provider or issuing a letter of
credit, surety bond or other instrument to support any obligations arising
under or in connection with the program to issue Commercial Paper used to
fund any Funding Advance.”




	 	(o)	 	The definition of “Rating Confirmation” is amended in its entirety to read as
follows:






““Rating Confirmation” means, in relation to any event, circumstance, action
or omission confirmation in writing from any rating agency which is rating
the Commercial Paper at the request of the CP Lender or such Conduit Funding
Provider and the Agent, that such event, circumstance, action or omission
will not affect the then current rating attributed to such Commercial Paper
by such rating agency.”




	 	(p)	 	A new definition of “Rating Downgrade” is added in the appropriate alphabetical
order as follows:






““Rating Downgrade” means at any time the public long-term senior unsecured
debt credit rating of the Parent is withdrawn or reduced to BB- or lower by
S&P or B1 or lower by Moody’s.”




	 	(q)	 	The definition of “Spot Contract” is amended in its entirety to read as
follows:






““Spot Contract” means a spot currency exchange contract entered into
between the CP Lender or any Conduit Funding Provider, as the case may be,
on the one hand, and the relevant Hedge Counterparty, on the other hand,
pursuant to which the CP Lender or such Conduit Funding Provider will
deliver a fixed amount of funds in one currency and receive from the
relevant Hedge Counterparty a fixed amount of funds in another currency.”




	 	(r)	 	The definition of “Termination Date” is amended as follows:






	 	(i)	 	Clause (d) is amended in its entirety to read as follows:






	 	“(d)	 	the day on which Agent shall have declared the
Termination Date to have occurred by written notice thereof to the
Company and the Master Servicer if the Commercial Paper issued by the
CP Lender or the Conduit Funding Provider, as the case may be, shall
cease to be rated at least “A-1” by S&P and at least
“P1” by Moody’s (to the extent that the relevant rating agency has
issued a credit rating with respect thereto).”






	 	(ii)	 	The “.”at the end of clause (d) is deleted and replaced with “;
and”, and a new clause (e) is added as follows:






	 	“(e)	 	the date specified in a written notice from the
Agent to the Company and the Master Servicer falling not less
than 30






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	 	 	 	Business Days following the date of such notice if a
collateral audit of the AGCO Parties satisfactory to the Agent
(in its reasonable sole discretion) fails to occur on or prior to 31
December 2009.”






	 	(s)	 	A new definition of “Trigger Event” is added in the appropriate alphabetical
order as follows:






““Trigger Event” means at any time any of the following: (a) a Termination
Event, (b) a Potential Termination Event, or (c) a Rating Downgrade.”




	2.2	 	Amendments to Receivables Funding Agreement
	 
	 	 	On the Effective Date, the Receivables Funding Agreement is hereby amended as follows:






	 	(a)	 	Clause 6.1(e) of the Receivables Funding Agreement is amended in its entirety
to read as follows:






	 	“(e)	 	Indebtedness. Indebtedness (other than to another Group
Company) of any one or more of the Parent, any Originator, the Master Servicer
or any other AGCO Company (whether individually or collectively) has been
declared, or is capable of being declared, or otherwise has become, due and
payable prior to its scheduled maturity date.”






	 	(b)	 	Clause 6.1(k) of the Receivables Funding Agreement is amended in its entirety
to read as follows:






	 	“(k)	 	Pool Triggers. Any of the following shall occur:






	 	(i)	 	the Average Default Ratios shall exceed 1.05%
on any Reference Date; or
	 
	 	(ii)	 	the Average Delinquency Ratio shall exceed
1.74% on any Reference Date; or
	 
	 	(iii)	 	the Average Dilution Ratio shall exceed 9% on
any Reference Date;”






	2.3	 	Amendments to Servicing Agreement
	 
	 	 	On the Effective Date, the Liquidity Agreement is hereby amended as follows:






	 	(a)	 	A new Clause 2.3 (Appointment of Back-Up Servicer) of the Servicing Agreement
is hereby added as follows:






	 	“2.3	 	Appointment of Back-Up Servicer






	 	(a)	 	The Company shall, at any time following a
Rating Downgrade if so instructed by the Agent, appoint a Person (the
“Back-Up Servicer”) to prepare itself to perform any or all of the




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	 	 	 	functions of the Master Servicer under this Agreement, all as specified
in this Clause 2.3; provided that, in each case:






	 	(i)	 	the Agent shall have given its
prior written consent to such appointment (such consent not to
be unreasonably withheld),
	 
	 	(ii)	 	the Master Servicer shall
remain obligated and liable to the Company, the Agent and the
Secured Parties for the servicing and administering of the
Purchased Receivables in accordance with the provisions hereof
without diminution of such obligation and liability by virtue
of any such appointment of such Back-Up Servicer and to the
same extent and under the same terms and conditions as if the
Master Servicer alone were servicing and administering the
Purchased Receivables, and
	 
	 	(iii)	 	the Company shall not appoint
a Back-Up Servicer to perform any portion of the obligations of
the Master Servicer if, in the opinion of counsel, such
appointment would cause the Company to become subject to tax in
the jurisdiction in which such Back-Up Servicer is located
solely by reason of such appointment.






	 	(b)	 	The Master Servicer shall cooperate with the
Back-Up Servicer in all reasonable respects in connection with the
performance by the Back-Up Servicer of its obligations hereunder.
Without limiting the foregoing, the Master Servicer shall provide to
the Back-Up Servicer all data, records and other information and
documentation available to it that is useful in connection with the
performance by the Back-Up Servicer of its obligations hereunder.
	 
	 	(c)	 	The Company shall be responsible for the
reasonable fees and expenses of the Back-Up Servicer in connection with
the performance of its obligations hereunder.
	 
	 	(d)	 	The Company may terminate the appointment of
the Back-Up Servicer at any time and for any reason (or no reason) on
not less than ten Business Days’ notice to the Master Servicer and the
Agent; provided that no such termination shall be effective without the
prior written consent of the Agent (such consent not to be unreasonably
withheld). The Company shall be responsible for paying the Back-Up
Servicer’s reasonable fees and expenses to the date of any such
termination.
	 
	 	(e)	 	During the term of its appointment hereunder,
the Company shall procure that Back-Up Servicer shall comply in all
respects with the obligations of the Master Servicer hereunder.”




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	 	(b)	 	Clause 3.2 (Reports) of the Servicing Agreement is hereby amended in its
entirety to read as follows:






	 	“3.2	 	Reports






	 	(a)	 	On each Master Servicer Reporting Date, the
Master Servicer shall make available to the Agent and the Administrator
a Master Servicer Report. Each such delivery of a Master Servicer
Report shall constitute the Master Servicer’s representation and
warranty that, based upon the data set forth in each Account
Receivables Listing delivered in connection with the Purchased
Receivables, no breach of the Transaction Documents would have occurred
following the purchase of any Receivables offered for sale under any
Receivables Transfer Agreement.
	 
	 	(b)	 	Upon the occurrence of a Rating Downgrade, the
Master Servicer shall, upon written request of the Agent, on a more
frequent basis (as frequently as weekly) make available to the Agent
and the Administrator a report in form and substance reasonably
satisfactory to the Agent regarding the Purchased Receivables,
Collections relating thereto, and such other matters as the Agent shall
reasonably request.”






	 	(c)	 	The caption to and the initial paragraph of Clause 3.3 (Enforcement rights
after Termination Event) of the Servicing Agreement are hereby amended in their
entirety to read as follows:






	 	“3.3	 	Enforcement rights after Trigger Event
	 
	 	 	 	At any time upon the occurrence and during the continuance of a Trigger
Event:”






	2.4	 	Governing Law
	 
	 	 	Notwithstanding anything in any Transaction Document to the contrary, the governing law of
each Transaction Document shall also govern any non-contractual obligations arising out of
or in connection with such Transaction Document.
	 
	2.5	 	Transfer by CP Lender
	 
	 	 	Notwithstanding anything in any Transaction Document to the contrary, the CP Lender shall be
entitled at any time, by prior or concurrent notice to the Agent and the Parent, to transfer
(by way of novation, assignment and assumption, or otherwise) to a Conduit Assignee all of
its rights and obligations under the Transaction Documents, including all or a portion of
the Net Funding Advances, in one transaction or in a series of transactions. After giving
effect to such transfer, all references in the Transaction Documents to the “CP Lender”
shall refer to such Conduit Assignee.





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	3.	 	REPRESENTATIONS, WARRANTIES AND COVENANTS
	 
	3.1	 	Reaffirmation of Representations and Warranties
	 
	 	 	Upon the effectiveness of this Agreement, each of the Parties hereby reaffirms all
covenants, representations and warranties made by such Party in each of the Transaction
Documents and agrees that all such covenants, representations and warranties shall be deemed
to have been remade as of the effective date of this Agreement.
	 
	3.2	 	Additional Representations and Warranties
	 
	 	 	Each of the Parties hereby represents and warrants that this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms.
The Parent hereby represents and warrants that, upon the effectiveness of this Agreement, no
Event of Default or event or circumstance which, with the giving of notice or the passage of
time or both, would become an Event of Default shall exist or be occurring.
	 
	3.3	 	Transaction Document
	 
	 	 	Each of the Parties hereby agrees that this Agreement constitutes a “Transaction Document”.
	 
	4.	 	EFFECTIVENESS, RATIFICATION
	 
	4.1	 	Effectiveness
	 
	 	 	This Agreement shall become effective on the date first set out above when all of the items
and documents listed on Schedule 1 (Conditions to Effectiveness), each dated the date of
this Agreement (where relevant), shall have been delivered to the Agent in form and
substance satisfactory to it. Upon the effectiveness of this Agreement, it shall thereafter
be binding on the Parties hereto and their respective successors and assigns. On and after
the effectiveness hereof, (i) this Agreement shall be and become
a part of each of the Transaction Documents amended hereby and (ii) each reference in each
such Transaction Document to “this Agreement” or “hereof” or “hereunder” or words of like
import, and each reference in any other Transaction Document to such Transaction Document
shall mean and be a reference to such Transaction Document as amended hereby.
	 
	4.2	 	Ratification
	 
	 	 	Except as expressly amended hereby each of the Transaction Documents shall remain in full
force and effect and is hereby ratified and confirmed by the Parties hereto.




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	5.	 	MISCELLANEOUS
	 
	5.1	 	Governing Law and Jurisdiction






	 	(a)	 	This Agreement and any non-contractual obligations arising out of or in
connection with it shall be governed by and construed in accordance with the laws of
England and Wales.
	 
	 	(b)	 	Each of the Parties agrees that the courts of England shall have jurisdiction
to hear and determine any suit, action or proceeding, and to settle any dispute, which
may arise out of or in connection with this Agreement and, for such purposes,
irrevocably submits to the non-exclusive jurisdiction of such courts.






	5.2	 	Headings
	 
	 	 	Headings used herein are for convenience of reference only and shall not affect the meaning
of this Agreement.
	 
	5.3	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same Agreement. Delivery
of a facsimile of an executed signature page of this Agreement shall be effective as
delivery of an executed counterpart hereof.
	 
	5.4	 	Severability, etc.






	 	(a)	 	Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other jurisdiction.
	 
	 	(b)	 	If a court of competent jurisdiction determines that any term or provision of
this Agreement as written is invalid, unenforceable or incomplete, the parties agree
that the court making the determination of invalidity, unenforceability, or
incompleteness shall reduce the scope, duration, or area of the term or provision,
delete specific words or phrases, or replace any invalid,
unenforceable or incomplete term or provision with a term or provision that is
valid, enforceable and complete and that comes closest to expressing the intention
of the invalid, unenforceable or incomplete term or provision, and this Agreement
shall be enforceable as so modified after the expiration of the time within which
the court’s judgment may be appealed.






	5.5	 	No Petition






	 	(a)	 	Each of the Parties hereby covenants and agrees that, prior to the date which
is one year and one day after the payment in full of all outstanding Commercial Paper
or other rated indebtedness of the CP Lender or any Conduit Funding Provider, as the
case may be, it will not institute against, or join any other




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	 	 	 	Person in instituting
against, the CP Lender or such Conduit Funding Provider any proceeding of a type
referred to in the definition of Insolvency Event.






	 	(b)	 	Each of the Parties hereby covenants and agrees, without prejudice to any other
actions such party is permitted to take against the Company to enforce its rights, that
prior to the date which is two years and one day after the Final Payout Date, it will
not institute against, or join any other Person in instituting against, the Company any
proceeding of a type referred to in the definition of Insolvency Event.






	5.6	 	Limited Recourse






	 	(a)	 	Notwithstanding anything to the contrary contained in this Agreement, the
obligations of the CP Lender under this Agreement and all other Transaction Documents
to which it is a party are solely the corporate obligations of the CP Lender and shall
be payable solely to the extent of funds received from the Company in accordance
herewith or from any party to any Transaction Document in accordance with the terms
thereof in excess of funds necessary to pay matured and maturing Commercial Paper.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement, the
obligations of the Company under all of the Transaction Documents to which it is a
party are solely the corporate obligations of the Company and shall be payable solely
to the extent of funds received by the Company and available for application thereto in
accordance with the terms of the Receivables Servicing Agreement and the other
Transaction Documents.





EXECUTION



The Parties have shown their acceptance of the terms of this Agreement by executing it below.


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SIGNATORIES




	 	 	 	 	 
	AGCO DEUTSCHLAND GMBH	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	AGCO DISTRIBUTION S.A.S.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	AGCO IBERIA SA	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	AGCO RECEIVABLES LIMITED	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 





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	AGCO SERVICES LIMITED	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	AGCO LIMITED	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	AGCO CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	ERASMUS CAPITAL CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 




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	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., (trading
as RABOBANK INTERNATIONAL), LONDON BRANCH
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 





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	 	SCHEDULE I
	 

	 	to
	 

	 	Omnibus Amendment Agreement






CONDITIONS TO EFFECTIVENESS





	1.	 	Omnibus Amendment Agreement between AGCO Limited, AGCO Deutschland GmbH, AGCO Distribution
S.A.S., AGCO Iberia SA, AGCO Receivables Limited, AGCO Services Limited, AGCO Corporation,
Erasmus Capital Corporation and Rabobank
	 
	2.	 	Fee Letter from the CP Lender to the Company
	 
	3.	 	Secretary’s Certificate: Regarding internal authorisation to enter into Omnibus Amendment
Agreement and evidence of signing authority
	 
	4.	 	Legal Opinion regarding enforceability of Omnibus Amendment Agreement (Latham & Watkins)




LO\520075.4 Rabobank - AGCO Omnibus Amendment Agreement (September 2009)