exv10w1






Exhibit 10.1




EXECUTION VERSION




 





RECEIVABLES PURCHASE AGREEMENT




dated as of December 22, 2009




among




AGCO CORPORATION,




as Seller,




and




AGCO FINANCE LLC,

as Purchaser




 





 









 





Table of Contents 




	 	 	 	 	 
	ARTICLE 1 DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Certain Defined Terms
	 	 	2	 
	Section 1.02 Other Terms
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 2 PURCHASE FACILITY
	 	 	14	 
	 
	 	 	 	 
	Section 2.01 Agreement to Purchase and Sell
	 	 	14	 
	Section 2.02 Timing of Purchases
	 	 	16	 
	Section 2.03 Consideration for Purchases
	 	 	16	 
	Section 2.04 Perfection
	 	 	16	 
	Section 2.05 Servicing until Servicing Transfer Date
	 	 	17	 
	Section 2.06 Commitment of Purchaser; Termination Date
	 	 	17	 
	Section 2.07 Dealer Agreement
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 3 PAYMENTS AND COLLECTIONS
	 	 	18	 
	 
	 	 	 	 
	Section 3.01 Collections Received by Seller
	 	 	18	 
	Section 3.02 Payment Requirements
	 	 	18	 
	Section 3.03 Subsidized Interest Payment Amounts
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 4 REPRESENTATIONS AND WARRANTIES
	 	 	18	 
	 
	 	 	 	 
	Section 4.01 Representations and Warranties of AGCO
	 	 	18	 
	Section 4.02 Representations and Warranties of the Purchaser
	 	 	21	 
	 
	 	 	 	 
	ARTICLE 5 CONDITIONS OF PURCHASES
	 	 	22	 
	Section 5.01 Conditions Precedent to Initial Purchase
	 	 	22	 
	Section 5.02 Conditions Precedent to All Purchases
	 	 	23	 
	 
	 	 	 	 
	ARTICLE 6 COVENANTS
	 	 	23	 
	 
	 	 	 	 
	Section 6.01 Affirmative Covenants
	 	 	23	 
	Section 6.02 Negative Covenants of AGCO
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 7 PURCHASE TERMINATION EVENTS; PURCHASE SUSPENSION EVENTS
	 	 	26	 
	 
	 	 	 	 
	Section 7.01 Purchase Termination Events
	 	 	26	 
	Section 7.02 Remedies for Purchase Termination Event
	 	 	27	 
	Section 7.03 Purchase Suspension Events
	 	 	28	 
	Section 7.04 Remedies for Purchase Suspension Event
	 	 	28	 
	 
	 	 	 	 
	ARTICLE 8 INDEMNIFICATION
	 	 	28	 
	 
	 	 	 	 
	Section 8.01 Indemnities
	 	 	28	 
	Section 8.02 Responsibilities of AGCO
	 	 	29	 
	 
	 	 	 	 
	ARTICLE 9 MISCELLANEOUS
	 	 	29	 
	 
	 	 	 	 
	Section 9.01 Waivers and Amendments
	 	 	29	 
	Section 9.02 Notices
	 	 	29	 
	Section 9.03 Assignments and Participations
	 	 	30	 






i 









 






	 	 	 	 	 
	Section 9.04 Confidentiality
	 	 	30	 
	Section 9.05 Limitation of Liability
	 	 	30	 
	Section 9.06 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE
	 	 	31	 
	Section 9.07 WAIVER OF JURY TRIAL
	 	 	31	 
	Section 9.08 Integration; Binding Effect; Survival of Terms
	 	 	31	 
	Section 9.09 Protection of Ownership Interests of the Purchaser; Collection Rights
	 	 	31	 
	Section 9.10 Accounting
	 	 	32	 
	Section 9.11 Counterparts; Severability; Section References
	 	 	32	 
	Section 9.12 Sale Characterization; Grant of Security Interest
	 	 	32	 






EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Receivables Purchase Report
	Exhibit B

	 	Form of Assignment
	Exhibit C

	 	Collection Rights Power of Attorney






SCHEDULES




	 	 	 
	Schedule I

	 	List of Closing Documents
	Schedule II

	 	Principal Place of Business of Seller; Locations of Records; Federal Employer
Identification Number of Seller






APPENDICES




	 	 	 
	Appendix I

	 	Interim Servicing Appendix







ii 









 








          This RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is entered into as of December
22, 2009 among:




          (1) AGCO CORPORATION, a Delaware corporation (“AGCO” or the “Seller”), as the
Seller; and




          (2) AGCO FINANCE LLC, a Delaware limited liability company, as the Purchaser (“AGCO
Finance” or the “Purchaser”).




PRELIMINARY STATEMENTS




          WHEREAS, AGCO (as servicer) and its Affiliate, AGCO Funding Corporation, a Delaware
corporation (“Funding”), as seller, are each parties to the Receivables Purchase Agreement
dated as of January 27, 2000 (as amended to date, and as the same may be further amended,
supplemented or otherwise modified from time to time, the “Securitization RPA”) along with
the “Conduit Purchasers,” the “Committed Purchasers,” the “Agent” and the
“Administrators” (as the latter four terms are defined in the Securitization RPA), pursuant
to which Funding from time to time transferred certain “Ownership Interests” (as defined in
the Securitization RPA) in a pool of Dealer Receivables and Related Security with respect thereto
(collectively, the “Securitization RPA Pool”); and




          WHEREAS, the Conduit Purchasers, the Committed Purchasers, the Agent and the Administrators
have (i) sold, released and transferred all of their right, title and interest in the
Securitization RPA Pool represented by the Ownership Interests to AGCO in exchange for a payment
from AGCO and (ii) terminated the Securitization RPA, in each case pursuant to the Termination and
Receivables Purchase Agreement, dated as of December 22, 2009, among AGCO, Funding, the Conduit
Purchasers, the Committed Purchasers, the Agent and the Administrators (the “Securitization RPA
Termination and Receivables Purchase Agreement”); and




          WHEREAS, AGCO has acquired from Funding all of Funding’s right, title and interest in the
Securitization RPA Pool; and




          WHEREAS, AGCO will, pursuant to this Agreement, sell, transfer, convey and assign to the
Purchaser all of its rights, title and interest in (i) the Dealer Receivables and Related Security
which constitute the Securitization RPA Pool and (ii) any additional Dealer Receivables and Related
Security originated by AGCO (subject to, among other limitations, the eligibility criteria and
purchase limitations set forth in this Agreement); and




          WHEREAS, AGCO will, on behalf of and for the benefit of the Purchaser, service all Dealer
Receivables and Related Security acquired by Purchaser pursuant to this Agreement from the date of
the Initial Purchase until January 1, 2010 (the “Servicing Transfer Date”) pursuant to the
Interim Servicing Appendix hereto; and




          WHEREAS, it is anticipated that on the Servicing Transfer Date the Purchaser will assume the
servicing (with certain support services to be provided by AGCO pursuant to a



1









 






support agreement between AGCO and the Purchaser) of the Dealer Receivables and Related
Security which it acquires under this Agreement; and




          WHEREAS, upon execution of this Agreement, the parties to the Receivables Purchase Agreement,
dated as of May 2, 2005, among Funding, Nieuw Amsterdam Receivables Corporation, Gotham Funding
Corporation and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International,” New
York Branch (“Rabobank”), as sellers, AGCO Corporation, as servicer, and AGCO Finance LLC,
as purchaser (the “2005 RPA”), will enter into a termination agreement (the “2005 RPA
Termination Agreement”) to terminate the 2005 RPA.




          NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




ARTICLE 1

DEFINITIONS




     Section 1.01 Certain Defined Terms. As used in this Agreement (including in the
foregoing recitals), the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):



          “2005 RPA” has the meaning given to such term in the Preliminary Statements hereto.




          “2005 RPA Termination Agreement” has the meaning given to such term in the Preliminary
Statements hereto.




          “Account Transfer Date” has the meaning given to such term in the Support Agreement.




          “Adverse Claim” means a lien, security interest, charge, encumbrance, or other right
or claim in, of or on any Person’s assets or properties in favor of any other Person.




          “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such Person or any
Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling
Person owns 10% or more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the management or policies of
the controlled Person, whether through ownership of stock, by contract or otherwise.
Notwithstanding the foregoing, AGCO and AGCO Finance will be deemed not to be Affiliates of each
other for purposes of this Agreement.




          “AGCO” means AGCO Corporation, a Delaware corporation, and any successor thereto.




          “AGCO Credit Facility” means that certain Credit Agreement dated as of May 16, 2008,
among AGCO and certain of its subsidiaries named therein, the persons party thereto as




2









 







“Lenders”, Coöperatieve Centrale Raiffeisen-Boerenleenbank, B.A., “Rabobank Nederland”, New
York Branch, as Administrative Agent, as such agreement may be amended, modified, supplemented,
renewed, extended, refinanced, replaced or restated from time to time, in whole or in part.




          “AGCO Credit and Collection Policy” has the meaning assigned to such term in the
Support Agreement.




          “AGCO Finance” means AGCO Finance LLC, a Delaware limited liability company, and any
successor thereto.




          “AGCO Finance Credit and Collection Policy” has the meaning assigned to such term in
the Support Agreement.




          “AGCO Finance LCC” has the meaning assigned to such term in the Support Agreement.




          “AGCO Finance LLC Agreement” means the Amended and Restated Limited Liability Company
Agreement of AGCO Finance LLC, dated as of June 30, 2000, between De Lage Landen Finance, Inc. and
AGCO Acceptance Corporation, as amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms thereof.




          “AGCO Finance Purchase Termination Event” has the meaning specified in Section
7.02.




          “AGCO IF Committee” has the meaning given such term in the Support Agreement.




          “AGCO Purchase Termination Event” has the meaning specified in Section 7.02.




          “Agreement” means this Receivables Purchase Agreement, as it may be amended, restated,
supplemented or modified and in effect from time to time.




          “Assignment” has the meaning assigned thereto in Section 2.04.




          “Atlanta Time” means the time in Atlanta, Georgia (U.S.A.).




          “Authorized Officer” means, with respect to AGCO (or the Seller) or AGCO Finance (or
the Purchaser), its respective corporate controller, treasurer or chief financial officer.




          “Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 1101 et.
seq., as amended.




          “Bankruptcy Event” means, with respect to any Person, the occurrence of any one or
more of the following events:




3









 






     (a) such Person shall generally not pay its debts as such debts become due or shall
admit in writing its inability to pay its debts generally,




     (b) such Person shall make a general assignment for the benefit of creditors,




     (c) any proceeding shall be instituted by or against such Person seeking to adjudicate
it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar official for it
or any substantial part of its property, or




     (d) such Person shall take any corporate action to authorize any of the actions set
forth in clause (a), (b) or (c) hereof.



          “Business Day” means any day (other than a Saturday or Sunday) on which banks are not
authorized or required to close in New York, New York, Atlanta, Georgia or Des Moines, Iowa.




          “Calculation Letter” means that certain calculation letter, dated as of the date
hereof, between the Seller and the Purchaser, as the same may be amended or modified and in effect
from time to time.




          “Canadian Receivables Agreement” means the Receivables Purchase Agreement, dated as of
December 22, 2009, between AGCO Canada, Ltd., as seller, and AGCO Finance Canada, Ltd., as amended,
restated, supplemented or otherwise modified from time to time in accordance with the terms
thereof.




          “Change of Control” means (1) with respect to AGCO at any time, the occurrence of any
of the following: (a) any Person or two or more Persons (including any “group” as that term is used
in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) acting in concert shall
have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly, of voting Stock of
AGCO (or other securities convertible into such voting Stock) representing thirty-five percent
(35%) or more of the combined voting power of all voting Stock of AGCO; or (b) during any period of
up to twenty-four (24) consecutive months, commencing after the Closing Date, individuals who at
the beginning of such twenty-four (24)-month period were directors of AGCO (together with any new
directors whose election to the board of directors or whose nomination for election by AGCO’s
stockholders was approved by a vote of at least two-thirds of the members of the board of directors
at the beginning of such period or whose election or nomination for election was previously so
approved) shall cease for any reason to constitute a majority of the board of directors of AGCO; or
(c) any “Change of Control”, as defined in the AGCO Credit Facility or any of the Subordinated Debt
Documents shall occur; and (2) with respect to AGCO Finance, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., shall cease to own, directly or indirectly, at least fifty percent
(50%) of the voting power of the outstanding equity securities of AGCO Finance.




          “Closing Date” means the date of the Initial Purchase hereunder.




4









 








          “Collection Account” has the meaning assigned to such term in the Support Agreement.




          “Collection Proceeding” means, with respect to any Obligor, any legal collection,
replevin or injunctive action initiated or commenced by the Seller or the Purchaser (or any
servicer for the foregoing) taken to enforce any obligation (including, without limitation, any
Dealer Receivable) owed by such Obligor to the Seller or the Purchaser.




          “Collection Rights” has the meaning assigned to such term in Section 9.09(c).




          “Collections” means, with respect to any Dealer Receivable (including, as applicable,
any Sold Receivable), all collections and other proceeds in respect of such Dealer Receivable,
including, without limitation, all cash, yield, finance charges or other related amounts accruing
in respect thereof and all cash and other proceeds of Related Security with respect to such Sold
Receivable.




          “Company Indebtedness” of a Person means such Person’s (i) obligations for borrowed
money, (ii) obligations representing the deferred purchase price of property or services (other
than accounts payable arising in the ordinary course of such Person’s business), (iii) obligations,
whether or not assumed, secured by liens, (iv) obligations which are evidenced by notes,
acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under
interest rate swap, exchange or cap agreements, (vii) obligations under any agreement, undertaking
or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth or working capital
or other financial condition of any other Person, or otherwise assures any creditor of such other
Person against loss, including, without limitation, any operating agreement, take-or-pay contract
or application for a letter of credit and (viii) liabilities in respect of unfunded vested benefits
under plans covered by Title IV of ERISA.




          “Contract” means, with respect to any Receivable, any and all instruments, agreements,
invoices or other writings pursuant to which such Receivable arises or which evidences such
Receivable, including, without limitation, any related Dealer Agreement and any related Security
Agreement.




          “Credit Limit” has the meaning assigned to such term in the Support Agreement.




          “Cut-off Date” means, with respect to any Purchase Date, the last day of the month
preceding such Purchase Date. For avoidance of doubt, the Cut-off Date with respect to the Initial
Purchase shall be November 30, 2009.




          “Dealer” means a Person that has entered into a Dealer Agreement with AGCO or that is
otherwise acquiring Eligible Equipment from AGCO.




          “Dealer Affiliate” means, with respect to any Dealer, any Person controlling such
Dealer. For purposes of this definition, “controlling,” when used with respect to any Dealer,
means the power to direct the management and policies of such Dealer, directly or indirectly,
whether through the ownership of capital stock, by contract, or otherwise. Without limiting the



5









 






foregoing, a Person shall be deemed to control a Dealer if such other Person possesses,
directly or indirectly, power to vote 25% or more of the capital stock (on a fully diluted basis)
or its equivalent having ordinary voting power for the election of directors, managers, or managing
general partners of such Dealer.




          “Dealer Agreement” means an agreement between AGCO and another Person that has agreed
to act as a dealer for equipment manufactured or distributed by AGCO, which agreement (a) is
substantially in the form of the “Dealer Sales and Service Agreement” delivered to and accepted by
the AGCO IF Committee on the Closing Date or any substantially similar agreement, howsoever
denominated and (b) incorporates into its terms the Product Terms and Conditions applicable to the
equipment for which the Person who has entered into the Agreement with AGCO has agreed to act as a
dealer.




          “Dealer Receivable” means the indebtedness and other obligations owed to the Seller
(without giving effect to any transfer or conveyance hereunder) in which the Seller has or may have
a security interest or other interest, whether constituting an account, chattel paper, instrument
or general intangible, arising in connection with the sale of farm machinery to a Dealer pursuant
to a Dealer Agreement or otherwise and includes, without limitation, the obligation to pay any
finance, interest, late payment charges or similar charges with respect thereto. Indebtedness and
other rights and obligations arising from any one transaction with a Dealer, including, without
limitation, indebtedness and other rights and obligations represented by an individual invoice,
shall constitute a Dealer Receivable separate from a Dealer Receivable consisting of the
indebtedness and other rights and obligations arising from any other transaction with such Dealer.




          “Eligibility Criteria” means, with respect to any Receivable, each of the following
criteria:





     (a) the representations and warranties set forth in Section 4.01(g) and
Section 4.01(h) are true and correct with respect to such Receivable;




     (b) the Obligor of such Receivable is a Dealer and is not an Affiliate of AGCO;




     (c) such Receivable is denominated and payable only in United States dollars in the
United States;




     (d) the Obligor of such Receivable (i) if a natural person, is a resident of the United
States or Canada or, if a corporation or other business organization, is organized under the
laws of the United States or Canada or any political subdivision thereof and has its
principal office in the United States or Canada; and (ii) is not a government or a
governmental subdivision or agency;




     (e) such Receivable is owed by an Obligor that is an Eligible Dealer;




     (f) such Receivable is evidenced by an invoice and constitutes an “account,” “general
intangible,” “payment intangible” or “chattel paper” within the meaning of Section 9-105 and
Section 9-106, respectively, of the UCC of all applicable jurisdictions;



6









 






     (g) such Receivable was generated in the ordinary course of AGCO’s business from the
sale of equipment to the Obligor by AGCO, and not by any other Person (in whole or in part);




     (h) such Receivable complies in all material respects with, and was originated in
accordance with, (i) all applicable requirements of the AGCO Credit and Collection Policy,
and (ii) the Credit Limit for Sold Receivables applicable to the related Obligor;




     (i) the outstanding principal balance of such Receivable does not exceed the purchase
price for the related Equipment payable by the Dealer;




     (j) the Outstanding Balance of such Receivable is due and payable in full upon the
Dealer’s sale of the related Equipment;




     (k) such Receivable, together with the Dealer Agreement, the Security Agreement and
each other Contract related thereto, as the case may be, does not contravene any law, rule
or regulation applicable thereto to an extent which would in any way impair the ability of
the Purchaser (or the servicer of the Sold Receivables) to ultimately collect any and all
amounts payable in respect of such Dealer Receivable;




     (l) unless the Receivable is an Eligible Unsecured Receivable, the security interest in
the Equipment securing payment of such Receivable is a validly perfected first priority
security interest in such Equipment;




     (m) in the case of a Receivable proposed for inclusion in any Subsequent Purchase,
except to the extent disclosed to the Purchaser and the Purchaser has waived the requirement
with respect to such Receivable, such Receivable was invoiced during the month prior to the
applicable Subsequent Purchase Date;




     (n) such Receivable arises from the sale of Eligible Equipment which is either new or
used Eligible Equipment; provided, that Receivables arising from the sale of used
Equipment shall only satisfy this clause (n) so long as the aggregate Outstanding Balance of
all Sold Receivables held by the Purchaser which arise from the sale of used Equipment does
not, on the relevant Purchase Date, exceed 30% of the Maximum Outstanding Balance;




     (o) such Receivable (i) does not require (or does not contain terms which require) the
Obligor to consent to the transfer, sale or assignment of the rights and duties of the
Seller, (ii) does not arise under any Contract which contains a confidentiality provision
that purports to restrict the ability of the Purchaser (or its servicer on its behalf) to
exercise any of its rights under this Agreement, including, without limitation, its right to
review such Contract, and (iii) does not arise under a Contract which contains an obligation
to pay a specified sum of money, contingent only upon the sale of goods or the provision of
services by the Seller; and




     (p) such Receivable has a stated rate of interest presented in the Dealer Agreement,
the Product Terms and Conditions, the invoice or other Contract which evidences such
Receivable, which interest rate shall be subject to adjustment by the



7









 







Purchaser from time to time other than as set forth in the Product Terms and
Conditions, and which the Obligor shall be required to pay on the Outstanding Balance of
such Receivable during any period when such Receivable is not within the interest-free
period specified in the applicable Product Terms and conditions (or any extensions of the
interest-free period).



          “Eligible Dealer” means any Dealer other than an Ineligible Dealer. The Eligible
Dealers as of the Closing Date shall be those which have been determined to be Eligible Dealers by
the AGCO IF Committee as of the Closing Date.




          “Eligible Dealer Secured Receivable” means a Receivable that satisfies the Eligibility
Criteria and such Receivable arises under a Dealer Agreement and is secured pursuant to security
interests granted under the Dealer Agreement or a Security Agreement which, together with such
Dealer Agreement and such Receivable, is in full force and effect and has not been terminated or
modified without the Purchaser’s advance written consent and constitutes the legal, valid and
binding obligation of the related Obligor in accordance with its terms and there has not occurred
any known claim for offset (other than programs for bonuses and volume discounts in effect at the
time of sale of such Receivable to the Purchaser on a Purchase Date), counterclaim or other defense
or contingency.




          “Eligible Equipment” means Equipment that is financed under a Dealer Receivable
pursuant to the Product Terms and Conditions.




          “Eligible Receivable” means, (a) on the Closing Date, the Receivables included in the
Initial Portfolio and acquired pursuant to the Initial Portfolio, provided that such Receivables
satisfy the Eligibility Criteria, and (b) at any time after the Closing Date, in connection with
any Subsequent Purchase, a Receivable that is, on the Purchase Date for such Receivable, (i) an
Eligible Dealer Secured Receivable, (ii) an Eligible Wholesale Secured Receivable, or (iii) an
Eligible Unsecured Receivable.




          “Eligible Unsecured Receivable” means a Receivable that satisfies the Eligibility
Criteria and such Receivable arises under an Invoice from AGCO to an Eligible Dealer who is not
party to a Security Agreement covering the Equipment subject to such Invoice; provided,
that Receivables which satisfy the above criteria may be treated as Eligible Unsecured Receivables
so long as the aggregate Outstanding Balance of all Sold Receivables held by the Purchaser which
are Eligible Unsecured Receivables does not on the relevant Purchase Date exceed 15% of the
Maximum Outstanding Balance.




          “Eligible Wholesale Secured Receivable” means a Receivable that satisfies the
Eligibility Criteria and:





     (a) such Receivable arises under a an Invoice from the Seller to an Eligible Dealer who
is not a party to a Dealer Agreement; and




     (b) such Receivable is secured pursuant to security interests granted under a Security
Agreement which, together with such Receivable, is in full force and effect and has not been
terminated or modified without the Purchaser’s advance written consent and



8









 







constitutes the legal, valid and binding obligation of the related Obligor enforceable
against such Obligor in accordance with its terms and there has not occurred any known claim
for offset (other than programs for bonuses and volume discounts in effect at the time of
sale of such Receivable to the Purchaser on a Purchase Date), counterclaim or other defense
or contingency; provided, that Receivables which satisfy the above criteria may be
treated as Eligible Wholesale Secured Receivables so long as the aggregate Outstanding
Balance of all Sold Receivables held by the Purchaser which are Eligible Wholesale Secured
Receivables does not on the relevant Purchase Date exceed 10% of the Maximum Outstanding
Balance.




     “Equipment” means, with respect to any Dealer Receivable, the equipment the
sale or financing of which gave rise to such Dealer Receivable.



          “ERISA” means the Employee Retirement Income Security Act of 1974 and the rules and
regulations thereunder, as amended from time to time.




          “Facility Purchaser Termination Date” has the meaning given such term in Section
2.06(a).




          “Facility Seller Termination Date” has the meaning given such term in Section 2.06(c).




          “Final Monthly Receivables Purchase Report” has the meaning to such term in Section
2.01(b).




          “Funding” means AGCO Funding Corporation, a Delaware corporation, and any successor
thereto.




          “Ineligible Dealer” means, at any time, a Dealer that satisfies any one or more of the
following criteria:





     (a) the AGCO IF Committee has declared such Dealer to be an Ineligible Dealer for
purposes of this Agreement,




     (b) a Bankruptcy Event has occurred and is continuing with respect to such Dealer or a
related Dealer Affiliate,




     (c) a Collection Proceeding is pending against such Dealer or a related Dealer
Affiliate,




     (d) on any Purchase Date, the aggregate Outstanding Balance of the Sold Receivables
from such Dealer exceeds, or to the extent that after giving effect to the Purchase on such
Purchase Date the aggregate Outstanding Balance of the Sold Receivables from such Dealer
would exceed, a credit limit established by the AGCO IF Committee with respect to such
Dealer, or




     (e) the Dealer Agreement of such Dealer has been terminated (for any reason or for no
reason) or a “future termination date” has already been agreed with such Dealer,



9









 







or the relationship between such Dealer and AGCO for the purchase, related sale and
after-sale servicing of whole goods machinery items has otherwise been terminated (for any
reason or for no reason).



          “Initial Portfolio” means the Receivables listed on the schedule of Receivables
delivered by Seller to Purchaser on the Closing Date (via Excel file labeled “Purchase by Invoice -
US & CHG”) and identified as the Receivables which will be acquired by the Purchaser in the Initial
Purchase.




          “Initial Purchase” means the purchase and sale of the Initial Portfolio made on the
Closing Date.




          “Invoice” means an invoice for the sale of Eligible Equipment in a form approved by
the Purchaser.




          “Lock-Box” has the meaning given such term in the Support Agreement.




          “Material Adverse Effect” means (a) with respect to AGCO, a material adverse effect on
(i) the ability of AGCO to perform its obligations under the Transaction Documents, (ii) the
legality, validity or enforceability of the Transaction Documents, (iii) the Purchaser’s interest
in the Sold Receivables generally or in any significant portion of the Sold Receivables or
Collections with respect thereto, (iv) the ability of the Purchaser (or its servicer on its behalf)
to enforce and collect Sold Receivables generally (other than by reason of the Obligor’s inability
to pay) or any material portion of the Sold Receivables and (b) with respect to the Purchaser, a
material adverse effect on (i) the ability of the Purchaser (including, without limitation, in its
capacity as servicer) to perform its obligations under the Transaction Documents, (ii) the
legality, validity or enforceability of the Transaction Documents, (iii) AGCO’s interest in the
Retained Receivables generally or in any significant portion of the Retained Receivables or
Collections with respect thereto, (iv) the ability of AGCO (or its servicer on its behalf) to
enforce and collect Retained Receivables generally (other than by reason of the Obligor’s inability
to pay) or any material portion of the Retained Receivables.




          “Maximum Outstanding Balance” means U.S. $600,000,000 (or, in the sole discretion of
the Purchaser, such amount in excess thereof as communicated in writing by Purchaser to Seller;
provided, that, the fact that the Purchaser has increased the Maximum Outstanding Balance
above U.S. $600,000,000 shall not preclude the Purchaser from, by written notice to the Seller,
thereafter reducing the Maximum Outstanding Balance (provided, that it may not be reduced
below U.S. $600,000,000)).




          “Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.




          “Obligor” means a Dealer or any other Person obligated to make payments with respect
to any Dealer Receivable, including any guarantor.




          “Outstanding Balance” means, with respect to any Dealer Receivable, the outstanding
principal balance of such Dealer Receivable plus any accrued interest thereon.




10









 








          “Ownership Interests” has the meaning assigned to such term in the Preliminary
Statements to this Agreement.




          “Person” means an individual, partnership, corporation (including a business trust),
limited liability company, limited liability partnership, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or any political
subdivision or agency thereof.




          “Potential AGCO Purchase Termination Event” means an event which, with the passage of
time or the giving of notice, or both, would constitute an AGCO Purchase Termination Event.




          “Preliminary Monthly Receivables Purchase Report” has the meaning given to such term
in Section 2.01(b).




          “Product Terms and Conditions” means the terms and conditions applicable to the
financing of Equipment delivered to and accepted by the AGCO IF Committee on the Closing Date, as
such terms and conditions may be amended from time to time as described in Section 6.02(e)
hereof.




          “Purchase” means the Initial Purchase or a Subsequent Purchase.




          “Purchase Date” means the Closing Date or a Subsequent Purchase Date.




          “Purchase Price” has the meaning set forth in Section 2.03(a).




          “Purchase Suspension Event” has the meaning specified in Section 7.03.




          “Purchase Termination Event” has the meaning specified in Section 7.01.




          “Purchaser” means AGCO Finance, in its capacity as purchaser under this Agreement, and
any successor thereto.




          “Rabobank” has the meaning assigned to such term in the Preliminary Statements hereto.




          “Receivable” means a Dealer Receivable (and the Related Security relating thereto)
with respect to which the Seller owns one hundred percent (100%) of the legal and beneficial
interest therein.




          “Receivables Purchase Report” means a report, in substantially the form of Exhibit
A hereto, constituting a Preliminary Monthly Receivables Purchase Reports or a Final Monthly
Receivables Purchase Report.




          “Records” means, with respect to any Dealer Receivable, all Contracts and other
documents, books, records and other information (including, without limitation, computer programs,
tapes, disks, punch cards, data processing software and related property and rights) relating to
such Dealer Receivable, any Related Security therefor and the related Obligor.




11









 








          “Related Security” means, with respect to any Dealer Receivable:





     (a) all of the Sellers’ interest in the Equipment or other inventory and goods
(including returned, foreclosed or repossessed inventory or goods) the financing or sale of
which by AGCO gave rise to such Dealer Receivable, and all insurance contracts with respect
thereto,




     (b) all other security interests or liens and property subject thereto from time to
time, if any, purporting to secure payment of such Dealer Receivable, whether pursuant to
the Dealer Agreement related to such Dealer Receivable or otherwise, together with all
financing statements and security agreements describing any collateral securing such Dealer
Receivable,




     (c) all guarantees, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Dealer Receivable whether
pursuant to the Dealer Agreement related to such Dealer Receivable or otherwise,




     (d) all service contracts and other agreements associated with such Dealer Receivable;




     (e) all Records related to such Dealer Receivable,




     (f) the Collection Rights related to such Dealer Receivable, and




     (g) all proceeds of any of the foregoing;


provided, however, that Related Security shall not include the related Dealer
Agreement or Security Agreement.




          “Repurchase Price” has the meaning given to such term in Section 4.01(k).




          “Retained Receivables” has the meaning given to such term in the Support Agreement.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor thereto.




          “Securitization RPA” has the meaning assigned to such term in the Preliminary
Statements hereto.




          “Securitization RPA Termination and Receivables Purchase Agreement” has the meaning
assigned to such term in the Preliminary Statements.




          “Security Agreement” means a wholesale security agreement executed by a Dealer in
favor of AGCO pursuant to which such Dealer grants AGCO a security interest in Equipment sold to
such Dealer by AGCO to secure Dealer Receivables of such Dealer and all present and future direct
or indirect indebtedness that may be or become owed by such Dealer to



12









 






AGCO, substantially in the form of the “Agreement for Wholesale Financing (SECURITY AGREEMENT
– ARBITRATION)” delivered to and accepted by the AGCO IF Committee on the Closing Date, or any
substantially similar agreement, howsoever denominated.




          “Seller” means AGCO.




          “Servicing Agreement” means the Servicing Agreement of even date herewith for the
Retained Receivables, as amended, restated, supplemented, or otherwise modified from time to time
in accordance with the terms thereof.




          “Servicing Transfer Date” has the meaning assigned to such term in the Preliminary
Statements hereto.




          “Sold Assets” means, collectively, the Sold Receivables and Collections with respect
thereto.




          “Sold Receivable” means a Receivable and the Related Security related thereto that has
been sold or otherwise conveyed to the Purchaser hereunder; provided, however, that
on any Purchase Date, solely for purposes of the representations and warranties set forth in
ARTICLE 4 and Section 5.02 hereof, “Sold Receivables” shall include the Receivables
to be sold or otherwise conveyed on such Purchase Date.




          “SOT Receivable” means a Dealer Receivable for which the proceeds received upon the
sale, loss, damage, destruction or other disposition of the Equipment securing such Dealer
Receivable are not applied to the payment of such Dealer Receivable.




          “Stock” means, as applied to any Person, any stock, share capital, partnership
interests or other equity of such Person, regardless of class or designation, and all warrants,
options, purchase rights, conversion or exchange rights, voting rights, calls or claims of any
character with respect thereto.




          “Subordinated Debt Documents” has the meaning given to such term in the AGCO Credit
Facility.




          “Subsequent Portfolio” means the Receivables listed on each Final Monthly Receivables
Purchase Report for each Subsequent Purchase Date and identified as the Receivables which will be
acquired by the Purchaser in the related Subsequent Purchase.




          “Subsequent Purchase” means the purchase and sale of Receivables made on a Subsequent
Purchase Date.




          “Subsequent Purchase Date” means the first Business Day following the delivery by the
Purchaser to the Seller of a Final Monthly Receivables Purchase Report in accordance with
Section 2.01(b) hereof.




          “Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding
securities having ordinary voting power of which shall at the time be owned or controlled, directly
or indirectly, by such Person or by one or more of its Subsidiaries or by such



13









 






Person and one or more of its Subsidiaries, or (ii) any partnership, association, joint
venture or similar business organization more than 50% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.




          “Subsidized Interest Payment Amount” has the meaning set forth in the Calculation
Letter.




          “Subsidized Interest Payment Date” means (i) the third1 Business Day of
each calendar month.




          “Subsidized Interest Payment Period” means the calendar month immediately preceding
the applicable Subsidized Interest Payment Date (or, in the case of the initial Subsidized Interest
Payment Period, the period from date of the Initial Purchase to the last day of the month preceding
the first Subsidized Interest Payment Date).




          “Support Agreement” means that certain Support Services Agreement of even date
herewith between AGCO and AGCO Finance, as amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms thereof.




          “Termination Date” means the earliest to occur of (i) the Facility Purchaser
Termination Date or the Facility Seller Termination Date, (ii) the Business Day immediately prior
to the occurrence of a Purchase Termination Event set forth in Section 7.01(c), (iii) the
Business Day specified in a written notice from (A) the Purchaser following the occurrence of any
other AGCO Purchase Termination Event, or (B) the Seller following the occurrence of any other AGCO
Finance Purchase Termination Event, and (iv) the date which is 30 days after the Purchaser’s
receipt of written notice from AGCO that it wishes to terminate the facility evidenced by this
Agreement.




          “Transaction Documents” means, collectively, this Agreement, the Support Agreement,
the Calculation Letter, each Assignment and all other instruments, documents and agreements
executed and delivered in connection herewith and therewith.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the
specified jurisdiction.




     Section 1.02 Other Terms. All accounting terms not specifically defined herein shall
be construed in accordance with generally accepted accounting principles. All terms used in
Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein
as defined in such Article 9.



ARTICLE 2

PURCHASE FACILITY




     Section 2.01 Agreement to Purchase and Sell.





 




			
	1	 	Parties to confirm.




14









 










          (a) Initial Purchase on the Closing Date. Subject to the terms of paragraph (d)
below, on the terms and subject to the conditions set forth in this Agreement and in consideration
of the Purchaser’s delivery to the Seller of the aggregate Purchase Price of the Receivables being
sold on such date, the Seller agrees to sell to the Purchaser on the Closing Date, and the
Purchaser agrees to purchase from the Seller on the Closing Date, without recourse to the Seller
(except as expressly provided under this Agreement), all of the Seller’s right, title and interest
in and to the Receivables included in the Initial Portfolio (all of which shall be Eligible
Receivables) to this Agreement, together with all Collections related to such Receivables since the
Cut-off Date applicable to the Initial Purchase.




          (b) Subsequent Purchases. Pursuant to the terms of this Agreement, the Seller shall
offer for sale to the Purchaser on each Subsequent Purchase Date all Eligible Receivables
originated by the Seller in the calendar month preceding such Subsequent Purchase Date. The Seller
shall prepare and forward to the Purchaser, no later than 12:00 noon (Atlanta time) on the second
Business Day following the end of each calendar month, a Receivables Purchase Report containing
information, accurate as of the last day of the calendar month then most recently ended,
identifying all Eligible Receivables which the Seller originated during the prior calendar month
and such other Eligible Receivables which the Seller proposes to sell to the Purchaser (each such
report, a “Preliminary Monthly Receivables Purchase Report”). No later than 12:00 noon
(Atlanta time) on the second Business Day following the date on which the Preliminary Monthly
Receivables Purchase Report is received, the Purchaser will prepare and forward to the Seller a
Receivables Purchase Report listing those Eligible Receivables which were included on the
Preliminary Monthly Receivables Purchase Report and which the Purchaser proposes to buy from the
Seller on the applicable Subsequent Purchase Date (each such report, a “Final Monthly
Receivables Purchase Report”). The Purchaser may exclude from the Final Monthly Receivables
Purchase Report any Eligible Receivables listed on the Preliminary Monthly Receivables Purchase
Report which it reasonably determines do not conform to its purchase standards for Sold
Receivables, including, but not limited to, the AGCO Finance Credit and Collection Policies.
Subject to the terms of paragraph (d) below and Section 2.06(b), as of the applicable Subsequent
Purchase Date, on the terms and subject to the conditions set forth in this Agreement and in
consideration of the Purchaser’s delivery to the Seller of the aggregate Purchase Price of the
Eligible Receivables to be sold on such Purchase Date, the Seller shall sell, on the applicable
Subsequent Purchase Date, to the Purchaser, and the Purchaser shall purchase, on the applicable
Subsequent Purchase Date, from Seller, without recourse to Seller (except as expressly provided
under this Agreement), all of Seller’s right, title and interest in and to the Eligible Receivables
identified in the applicable Final Monthly Receivables Purchase Report, together with Collections
related to such Receivables since the Cut-off Date applicable to such Subsequent Purchase.




          (c) Upon the consummation of each sale hereunder, the Seller shall have no interest in the
Sold Receivables or in the Collections thereon, and in the event of the bankruptcy of the Seller,
neither such Sold Receivables nor the Collections thereon shall be a part of the Seller’s
bankruptcy estate under the Bankruptcy Code. Upon the sale of each Receivable in accordance with
paragraph (a) or (b) above, as applicable, the Purchaser shall have all rights of ownership
relating to such Sold Receivable. As such, the Purchaser shall have the sole right to assign,
transfer, deliver, hypothecate or deal with the Sold Receivables or retain any gains or profits
created by selling, pledging, encumbering or holding the Sold Receivables, and shall have



15









 






the sole risk of and responsibility for losses or damages created by selling, pledging,
encumbering or holding the Sold Receivables. Likewise, the Seller has no right to any surplus or
other profits received on the Sold Receivables and is not liable for any losses suffered by the
Purchaser on the Sold Receivables (except as expressly provided under this Agreement). The
Purchaser has the sole right to retain for its own benefit all Collections on the Sold Receivables
received after the sale date regardless of whether such Collections exceed or are less than the
Purchase Price it paid to the Sellers for such Sold Receivables.




          (d) Notwithstanding the foregoing or anything to the contrary herein, the Purchaser will not
consider and shall be under no obligation to complete any Purchase (a) if and to the extent that
the aggregate Outstanding Balance of the Sold Receivables at any one time outstanding, giving
effect to such Purchase, would exceed the Maximum Outstanding Balance or (b) during the continuance
of a Purchase Suspension Event.




     Section 2.02 Timing of Purchases. On the terms and subject to the conditions set
forth in this Agreement, upon payment by the Purchaser of the Purchase Price therefor payable
pursuant to Section 2.03, all of the Receivables included in the Initial Portfolio, in the
case of the Initial Purchase, or in a Final Monthly Receivables Purchase Report, in all other
cases, together in each case with the Collections for such Receivables that have been or are
received after the closing of the Seller’s business on the Cut-off Date for such Purchase,
automatically shall be deemed to have been sold to the Purchaser as of the applicable Cut-off Date,
without further action by any other Person.



     Section 2.03 Consideration for Purchases. On the terms and subject to the conditions
set forth in this Agreement, the Purchaser agrees to make payments in consideration of the Sold
Assets in accordance with this Section 2.03.



          (a) Subject to Section 2.01(d) hereof, the Purchaser hereby agrees to pay the Seller
on each Purchase Date a purchase price equal to the aggregate Outstanding Balance of the Dealer
Receivables (in each case, the “Purchase Price”) then being sold by the Seller as of the
close of the Seller’s business on the Cut-off Date for such Purchase; provided,
that, in the case of the Initial Purchase, the aggregate amount payable to the Seller in
respect of the Purchase Price shall be reduced by an amount equal to U.S.$129,000, which amount
represents a reserve for non-payment with respect to the Initial Portfolio.




          (b) On the date of each Purchase, subject to Section 2.01(d) hereof and upon
satisfaction of the applicable conditions precedent set forth in ARTICLE 5, the Purchaser
shall deposit an amount equal to the relevant Purchase Price in the account identified by the
Seller pursuant to written wire transfer instructions delivered to the Purchaser with the
applicable Preliminary Monthly Receivables Purchase Report or, in the case of the Initial Purchase,
on the Business Day prior to the Closing Date, in immediately available funds, no later than 12:00
noon (Atlanta time).




     Section 2.04 Perfection.



          (a) Seller authorizes the Purchaser at any time and from time to time, and appoints the
Purchaser as its attorney-in-fact, to act on its behalf, to record and file, at Seller’s



16









 






expense, financing statements (and continuation statements with respect to such financing
statements when applicable) necessary in the Purchaser’s sole discretion to perfect and to maintain
the perfection and first priority of the Purchaser’s interest in the Sold Assets in the appropriate
office in the jurisdiction where Seller is deemed located under the UCC.




          (b) Seller further agrees (and AGCO in its capacity as support services provider under the
Support Agreement agrees), at its own expense, with respect to the Receivables conveyed by Seller
to the Purchaser hereunder: (a) on or promptly after each Purchase Date, to indicate on Seller’s
computer files and on the physical files for such Receivables that such Receivables have been
conveyed pursuant to this Agreement and (b) on the Closing Date and on or promptly after each
Subsequent Purchase Date to execute and deliver to the Purchaser an assignment in substantially the
form of Exhibit B hereto (each, an “Assignment”), to which Assignment shall be
attached a schedule of all Receivables (including for each the account number and the Outstanding
Balance as of the relevant Purchase Date) which are being conveyed on such date. Each such
schedule shall be incorporated by reference into, and shall become a part of, this Agreement.




     Section 2.05 Servicing until Servicing Transfer Date. AGCO agrees that it shall
continue servicing the Receivables acquired by the Purchaser hereunder, for the benefit of and on
behalf of the Purchaser, until the Servicing Transfer Date. AGCO shall perform such servicing
obligations on terms consistent with those included in the Interim Servicing Appendix hereto.



     Section 2.06 Commitment of Purchaser; Termination Date.



          (a) The term of this Agreement shall commence on December 22, 2009 and continue until the date
which is 364 days following the date on which the Purchaser delivers written notice to AGCO of its
intention to terminate this Agreement (the “Facility Purchaser Termination Date”).




          (b) AGCO may terminate this Agreement at any time upon 90 days prior written notice to the
Purchaser (with the date which is 90 days following the date of such notice being referred to
herein as the “Facility Seller Termination Date”); provided that AGCO may not deliver such
written notice prior to December 31, 2010.




     Section 2.07 Dealer Agreement. Notwithstanding any other term or condition of this
Agreement or any other Transaction Documents, nothing in this Agreement or in any of the
Transaction Documents shall be construed either to expand, limit, change or contravene any term or
provision of any Dealer Agreement or applicable state or provincial laws, which govern or regulate
the relationship between any Dealer and AGCO (“Dealer Regulatory Laws”). Without
limitation, as between AGCO and AGCO Finance, AGCO retains the sole authority to grant, renew,
terminate, cancel, amend, change or permit assignment of any Dealer Agreement or any term thereof.



17









 





ARTICLE 3

PAYMENTS AND COLLECTIONS




     Section 3.01 Collections Received by Seller. If at any time after the applicable
Cut-off Date Seller or any of its Affiliates receives any Collections on Sold Receivables, Seller
shall pay (or cause such Affiliate to pay) such Collections to the Purchaser in accordance with the
Support Agreement.



     Section 3.02 Payment Requirements. All amounts to be paid or deposited by the Seller
pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms
hereof no later than 12:00 p.m. (Atlanta Time) on the day when due in immediately available funds,
and if not received before 12:00 p.m. (Atlanta Time) shall be deemed to be received on the next
succeeding Business Day. Such amounts shall be paid to such account as may be specified from time
to time by the Purchaser in a written notice delivered to the Seller. If any amount hereunder
shall be payable on a day which is not a Business Day, such amount shall be payable on the next
succeeding Business Day.



     Section 3.03 Subsidized Interest Payment Amounts. On each Subsidized Interest Payment
Date, the Seller shall pay to the Purchaser (or, if directed by the Purchaser, to the servicer of
the Sold Receivables as designated by the Purchaser) the Subsidized Interest Payment Amount
applicable for the related Subsidized Interest Payment Period. Such payment shall be made by wire
transfer of immediately available funds to the Purchaser’s account at Wells Fargo Bank Iowa N.A,
No. 0007066280 no later than 4:30p.m. (New York time) on the applicable Subsidized Interest Payment
Date.



ARTICLE 4

REPRESENTATIONS AND WARRANTIES




     Section 4.01 Representations and Warranties of AGCO. AGCO hereby represents and
warrants to the Purchaser that:



          (a) Corporate Existence and Power. AGCO is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, is duly qualified to do
business and is in good standing as a foreign corporation, and has and holds all corporate power
and all governmental licenses, authorizations, consents and approvals required to execute, deliver
and perform its obligations under the Transaction Documents to which it is a party and to carry on
its business in each jurisdiction in which its business is conducted, except where the absence of
any such governmental license, authorization, consent or approval would not have a Material Adverse
Effect.




          (b) Power and Authority; Due Authorization Execution and Delivery. AGCO’s execution
and delivery of this Agreement and each other Transaction Document to which it is a party, and the
performance of its obligations hereunder and thereunder and AGCO’s use of the proceeds of purchases
made hereunder, are within its corporate powers and authority and have been duly authorized by all
necessary corporate action on its part. This Agreement and each other Transaction Document to
which AGCO is a party has been duly executed and delivered by AGCO.




18









 








          (c) No Conflict. The execution and delivery by AGCO of this Agreement and each other
Transaction Document to which it is a party, and the performance of its obligations hereunder and
thereunder do not contravene or violate (i) its certificate or articles of incorporation or
by-laws, (ii) any law, rule or regulation applicable to it the violation or contravention of which
would have a Material Adverse Effect, (iii) any restrictions under any agreement, contract or
instrument to which it is a party or by which it or any of its property is bound the violation or
contravention of which would have a Material Adverse Effect or (iv) any order, writ, judgment,
award, injunction or decree binding on or affecting it or its property, and do not result in the
creation or imposition of any Adverse Claim on the assets of AGCO (except as created hereunder) and
no transaction contemplated hereby requires compliance with any bulk sales act or similar law.




          (d) Governmental Authorization. Other than the filing of the financing statements
required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery
by AGCO of this Agreement and each other Transaction Document to which it is a party and the
performance of its obligations hereunder and thereunder other than those which, if not obtained,
would not have a Material Adverse Effect.




          (e) Actions, Suits. There are no actions, suits or proceedings pending, or to the
best of AGCO’s knowledge, threatened, against or affecting AGCO, or any of its properties, in or
before any court, arbitrator or other body, that could reasonably be expected to have a Material
Adverse Effect. AGCO is not in default with respect to any order of any court, arbitrator or
governmental body.




          (f) Binding; Effect. This Agreement and each other Transaction Document to which AGCO
is a party constitute the legal, valid and binding obligations of AGCO enforceable against AGCO in
accordance with their respective terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’
rights generally and by general principles of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law).




          (g) Good Title. Immediately prior to each purchase hereunder, AGCO shall be the legal
and beneficial owner of its interest in the Sold Receivables, free and clear of any Adverse Claim,
except as created in favor of the Purchaser by the Transaction Documents. Prior to the Servicing
Transfer Date there have been duly filed all financing statements necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect AGCO’s ownership interest in each Sold
Receivable prior to its conveyance to the Purchaser.




          (h) Perfection. This Agreement, together with the filing of the financing statements
contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the
Purchaser (and the Purchaser shall acquire from AGCO) a valid ownership interest and a perfected,
first priority ownership interest in each Sold Receivable purchased hereunder and Collections with
respect thereto, free and clear of any Adverse Claim, except as created in favor of the Purchaser
by the Transaction Documents. Prior to the Servicing Transfer Date, there have been duly filed all
financing statements or other similar instruments or documents necessary under the UCC (or any
comparable law) of all appropriate jurisdictions to perfect the



19









 






Purchaser’s ownership interest in the Sold Receivables and the Collections with respect
thereto that have been acquired from AGCO.




          (i) Records. The Records relating to all Receivables are held by AGCO on behalf of
the Purchaser (except that the Dealer Agreements and Security Agreements are held on behalf of
AGCO) either (i) until the Servicing Transfer Date, pursuant to the Interim Servicing Appendix or
(ii) following the Servicing Transfer Date, pursuant to the Support Agreement.




          (j) Not an Investment Company. AGCO is not an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, or any successor statute.




          (k) Eligible Receivables. Each Receivable included in the Initial Portfolio or any
Subsequent Portfolio is an Eligible Receivable on the relevant Purchase Date on which it became a
Sold Receivable; provided that if any Receivable was not an Eligible Receivable as
contemplated herein the representation and warranty of the Seller contained herein shall not be
regarded as breached if the Seller purchases such Receivable from the Purchaser (without recourse,
warranty or representation, except as to title (subject to deficiencies in title transferred by the
Seller to the Purchaser)) at a purchase price equal to the Outstanding Balance of such Receivable
(the “Repurchase Price”).




          (l) Duties under Support Agreement. Following the Servicing Transfer Date, AGCO has
performed and discharged, in all material respects, its duties, obligations, agreements and
responsibilities under the Support Agreement except where the failure to so perform and discharge
would not reasonably be expected to have a Material Adverse Effect.




          (m) SOT Receivables. No Receivable included in the Sold Receivables (i) was, as of
the date of the most recent field audit of the Obligor on such Sold Receivable conducted by AGCO
prior to the relevant Purchase Date, a SOT Receivable or (ii) was, to the knowledge of AGCO, a SOT
Receivable on the relevant Purchase Date of such Sold Receivable.




          (n) Accuracy of Information. All information heretofore furnished in writing by AGCO
hereunder or under any Transaction Document, in each case with respect to Sold Receivables, is, and
all such information hereafter furnished in writing by AGCO hereunder or under any Transaction
Document will be, true and accurate in every material respect on the date such information is
stated or certified and does not and will not contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained therein not misleading
in any material respect.




          (o) Use of Proceeds. No proceeds of any purchase hereunder will be used for a purpose
that violates Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve
System from time to time.




          (p) Places of Business. The principal place of business and chief executive office of
the Seller and the offices where it keeps all of its Records are located at the address(es) listed
on Schedule II or such other locations of which the Purchaser has been notified in
accordance with Section 6.02(a) in jurisdictions where all action required by Section
9.09(a) has



20









 






been taken and completed. The Seller’s Federal Employer Identification Number is correctly
set forth on Schedule II.




          (q) Accounts. The conditions and requirements set forth in Section 3.02 of the
Support Agreement have been satisfied and duly performed. From the date hereof until the Account
Transfer Date, the Seller shall have no bank accounts for the receipt and deposit of Collections
other than the Collection Account, and such Collection Account is not, and shall not be, through
the Account Transfer Date, subject to any control agreement (other than a control agreement to
which Purchaser is a party).




          (r) Compliance with Law. The Seller has complied in all respects with all applicable
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may
be subject, except where the failure to comply would not have a Material Adverse Effect.




          (s) Compliance with Credit and Collection Policy. The Seller has complied in all
material respects with the AGCO Credit and Collection Policy with regard to each Receivable
included in the Initial Portfolio and the related Contract. Prior to their inclusion in the
Initial Purchase, the related Receivables have at all times been serviced in all material respects
in accordance with the AGCO Credit and Collection Policy.




     Section 4.02 Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to, and agrees with, AGCO that:



          (a) Existence and Power. The Purchaser is a limited liability company duly formed,
validly existing and in good standing under the laws of the State of Delaware, is duly qualified to
do business and is in good standing as a foreign limited liability company, and has and holds all
limited liability company power and all governmental licenses, authorizations, consents and
approvals required to execute, deliver and perform its obligations under the Transaction Documents
to which it is a party and to carry on its business in each jurisdiction in which its business is
conducted, except where the absence of any such governmental license, authorization, consent or
approval would not have a Material Adverse Effect.




          (b) Power and Authority; Due Authorization Execution and Delivery. The Purchaser’s
execution and delivery of this Agreement and each other Transaction Document to which it is a
party, and the performance of its obligations hereunder and thereunder, are within its limited
liability company powers and authority and have been duly authorized by all necessary limited
liability company action on its part. This Agreement and each other Transaction Document to which
the Purchaser is a party have been duly executed and delivered by the Purchaser.




          (c) No Conflict. The execution and delivery by the Purchaser of this Agreement and
each other Transaction Document to which it is a party, and the performance of its obligations
hereunder and thereunder do not contravene or violate (i) its certificate of formation or operating
agreement, (ii) any law, rule or regulation applicable to it the violation or contravention of
which would have a Material Adverse Effect, (iii) any restrictions under any agreement, contract or
instrument to which it is a party or by which it or any of its property is



21









 






bound the violation or contravention of which would have a Material Adverse Effect or (iv) any
order, writ, judgment, award, injunction or decree binding on or affecting it or its property, the
violation of which would reasonably be expected to have a material adverse effect on the financial
condition of the Purchaser or on the ability of the Purchaser to perform its obligations under the
Transaction Documents to which it is a party, and do not result in the creation or imposition of
any Adverse Claim on the assets of the Purchaser (except as created hereunder) and no transaction
contemplated hereby requires compliance with any bulk sales act or similar law.




          (d) Governmental Authorization. Other than the filing of the financing statements
required hereunder, no authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body is required for the due execution and delivery
by the Purchaser of this Agreement and each other Transaction Document to which it is a party and
the performance of its obligations hereunder and thereunder other than those which, if not
obtained, would not have a Material Adverse Effect.




          (e) Actions, Suits. There are no actions, suits or proceedings pending, or to the
best of Purchaser’s knowledge, threatened, against or affecting Purchaser, or any of its
properties, in or before any court, arbitrator or other body, that could reasonably be expected to
have a Material Adverse Effect. Purchaser is not in default with respect to any order of any
court, arbitrator or governmental body.




          (f) Binding Effect. This Agreement and each other Transaction Document to which the
Purchaser is a party constitute the legal, valid and binding obligations of the Purchaser
enforceable against the Purchaser in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law).




          (g) Compliance with Law. The Purchaser has complied in all respects with all
applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to
which it may be subject, except where the failure to comply would not have a Material Adverse
Effect.




ARTICLE 5

CONDITIONS OF PURCHASES




     Section 5.01 Conditions Precedent to Initial Purchase. The Initial Purchase is
subject to the conditions precedent that (a) the Purchaser and Seller shall have received on or
before the Closing Date the documents listed on Schedule I, and that the other conditions
and payments referenced on Schedule I shall have been satisfied and made on or before such
date, (b) the Securitization RPA Termination and Receivables Purchase Agreement has been executed
and 100% of the Ownership Interests have been transferred to AGCO, (c) the Support Agreement has
been executed by each of the parties thereto, (d) the Servicing Agreement has been executed by each
of the parties thereto, (e) the 2005 RPA Termination Agreement has been executed by the parties to
the 2005 RPA, (f) the Calculation Letter has been executed by the Seller and the Purchaser, and (g)
the Purchaser shall have received opinions of counsel to the Seller, in a form



22









 







reasonably acceptable to the Purchaser, as to corporate matters with respect to the Seller,
and as to true sale, security interest and perfection matters.



     Section 5.02 Conditions Precedent to All Purchases. Each Purchase (including each
Subsequent Purchase) shall be subject to the further conditions precedent that (a) in the case of
each such Subsequent Purchase, the Seller shall have delivered to the Purchaser prior to the date
of such purchase a Preliminary Monthly Receivables Purchase Report, and the Purchaser shall have
delivered to the Seller prior to the date of such purchase a Final Monthly Receivables Purchase
Report, in each case as and when due under Section 2.01(b) and (b) on the date of each such
Purchase, the following statements shall be true (and acceptance of the proceeds of such Purchase
shall be deemed a representation and warranty by the Seller that such statements are then true):



          (a) the representations and warranties set forth in Section 4.01 with respect to AGCO
are true and correct in all material respects on and as of the date of such Purchase as though made
on and as of such date (except to the extent any such representation and warranty specifically
relates to a prior date, in which case such representation and warranty shall be true and correct
in all material respects on and as of such prior date);




          (b) no event has occurred and is continuing, or would result from such Purchase, that will
constitute an AGCO Purchase Termination Event, and no event has occurred and is continuing, or
would result from such Purchase, that would constitute a Potential AGCO Purchase Termination Event
or a Purchase Suspension Event;




          (c) immediately prior to and after giving effect to such Purchase, the Outstanding Balance of
the Sold Receivables shall not exceed the Maximum Outstanding Balance; and




          (d) the Termination Date shall not have occurred.




ARTICLE 6

COVENANTS




     Section 6.01 Affirmative Covenants. Until the date on which this Agreement terminates
in accordance with its terms:



          (a) Notices by AGCO. AGCO will, unless otherwise stated, promptly upon learning of
the occurrence thereof, provide to the Purchaser notice of the following events, which notice, in
the case of clause (iii), will include a description of the relevant events and the steps, if any,
being taken with respect thereto:




               (i) AGCO Purchase Termination Events or Potential AGCO Purchase Termination Events.
The occurrence of each AGCO Purchase Termination Event and each Potential AGCO Purchase Termination
Event, given in a statement of an Authorized Officer of AGCO.



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               (ii) Judgment and Proceedings. (A) The entry of any judgment or decree against AGCO
involving more than U.S. $50 million; or (B) the institution of any class action litigation (other
than a securities class action) against AGCO.



               (iii) Material Adverse Effect. The occurrence of any event or condition that, has, or
would reasonably be expected to have, a Material Adverse Effect.



               (iv) Change in AGCO Credit and Collection Policy. Within ten (10) days following the
effectiveness of any material change in or amendment to the AGCO Credit and Collection Policy, a
notice describing in reasonable detail such change or amendment.



          (b) Notices by AGCO Finance. AGCO Finance will, unless otherwise stated, promptly
upon learning of the occurrence thereof, provide to AGCO notice of the occurrence of each AGCO
Finance Purchase Termination Event, given in a statement of an Authorized Officer of AGCO Finance.




          (c) Performance and Enforcement of Receivables. Upon Purchaser’s request, AGCO will
give Purchaser reasonable assistance in enforcing the rights of Purchaser arising under the
Receivables, but Purchaser will reimburse AGCO on demand (with supporting documentation) for actual
and reasonable costs and expenses incurred by AGCO in rendering such assistance in accordance with
the terms of the Support Agreement.




          (d) Further Assurances. AGCO shall cause to be promptly and duly taken, executed,
acknowledged, delivered and filed (if required) all such further acts, documents and assurances as
the Purchaser from time to time may reasonably request in order to carry out more effectively the
intent and purposes of this Agreement and the other Transaction Documents and the transactions
contemplated hereby and thereby.




          (e) Compliance with Laws and Preservation of Corporate Existence. The Seller will
comply in all material respects with all applicable laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, except where the failure to
comply would not be reasonably likely to have a Material Adverse Effect. The Seller will preserve
and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its
incorporation, and qualify and remain qualified in good standing as a foreign corporation in each
jurisdiction where its business is conducted, except where its failure to be so qualified and in
good standing could not reasonably be expected to have a Material Adverse Effect.




          (f) Access to Records. To the extent not available to the Purchaser under the Support
Agreement, the Seller will furnish to the Purchaser from time to time such Records with respect to
the Sold Receivables as Purchaser may reasonably request. The Seller will, from time to time
during regular business hours as requested by Purchaser upon reasonable notice and at the sole cost
of the Purchaser, permit Purchaser, or its agents or representatives, (i) to examine and make
copies of and abstracts from all Records in the possession or under the control of the Seller (to
the extent not available to the Purchaser under the Support Agreement) relating to the Sold
Receivables and the Related Security, including, without limitation, the related Contracts,



24









 






and (ii) to visit the offices and properties of the Seller for the purpose of examining such
materials described in clause (i) above.




          (g) Keeping and Marking of Records and Books. The Seller will (i) on or prior to the
date hereof, with respect to the Initial Portfolio, and, with respect to Subsequent Purchases,
promptly following the sale of Sold Receivables on the applicable Subsequent Purchase Date, mark
its master data processing records and other books and records relating to the Sold Receivables
with a legend describing the Sold Receivables, (ii) mark each invoice for a Sold Receivable
constituting chattel paper under the UCC to reflect the ownership by the Purchaser of the Sold
Receivable and (ii) upon the request of Purchaser, deliver to it (or the servicer of the Sold
Receivables all Contracts (including, without limitation, all multiple originals of any such
Contract other than the Dealer Agreement and Security Agreement, for which copies will instead be
provided) relating to the Sold Receivables.




          (h) Compliance with Contracts and AGCO Finance Credit and Collection Policies. The
Seller will timely and fully perform and comply with all provisions, covenants and other promises
required to be observed by it under the Contracts related to the Receivables.




          (i) Ownership. Prior to the Servicing Transfer Date, and subject to and in accordance
with Section 9.09 following such date, the Seller shall take all necessary action to vest legal and
equitable title to the Sold Receivables and the related Collections irrevocably in the Purchaser,
free and clear of any Adverse Claims other than Adverse Claims in favor of the Purchaser
(including, without limitation, the filing of all financing statements or other similar instruments
or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Purchaser’s interest in such Sold Receivables and the related Collections and such
other action to perfect, protect or more fully evidence the interest of the Purchaser as the
Purchaser (or any servicer of the Sold Receivables) may reasonably request.




          (j) Repurchase Covenant. Within 20 days of the earlier of either discovery by, or
notice to, the Seller of any breach of a representation or warranty or covenant of the Seller which
materially and adversely affects the value or enforceability of any one or more of the Sold
Receivables or the interest of the Purchaser therein (or which materially and adversely affects the
value or enforceability of the applicable Sold Receivable or the interest of the Purchaser in the
case of an individual Sold Receivable), the Seller shall use its best efforts promptly to cure such
breach in all material respects and, if such breach cannot be cured within such 20 day period, the
Seller shall, at the Purchaser’s option, promptly (no later than two Business Days after the
exercise by the Purchaser of such option) repurchase such Sold Receivable at the Repurchase Price
without recourse, representation or warranty, except as to title (subject to deficiencies in title
transferred by the Seller to the Purchaser).




     Section 6.02 Negative Covenants of AGCO. Until the date on which this Agreement
terminates in accordance with its terms:



          (a) Change of Name or Jurisdiction of Formation. AGCO will not change its name or its
jurisdiction of incorporation or its chief executive office unless it shall have given the
Purchaser at least thirty (30) days’ prior written notice thereof.




25









 








          (b) Change in Payment Instructions to Obligors. AGCO will not make any change in the
instructions to Obligors regarding payments to be made in respect of Sold Receivables except to the
extent requested by Purchaser.




          (c) Modifications to Sold Receivables. AGCO will not, either in its capacity as
interim servicer until the Servicing Transfer Date or otherwise, extend, amend or otherwise modify
(or offer to extend, amend or otherwise modify) the terms of any Sold Receivable unless (i) the
Purchaser has provided written authorization and approval for such action or (ii) such action is of
the type deemed acceptable by the AGCO IF Committee as of the Closing Date (and from time to time
thereafter).




          (d) Negative Pledge. Except to the extent consented to in writing by the Purchaser,
AGCO shall not sell, assign (by operation of law or otherwise), pledge, hypothecate, transfer or
convey or otherwise dispose of, or grant any option with respect to, or create or suffer to exist
any Adverse Claim upon (including, without limitation, the filing of any financing statement) or
with respect to, any Receivable or Collection, or any Contract under which any Receivable arises,
or any Lock-Box or the Collection Account, or assign any right to receive income with respect
thereto (other than in favor of the Purchaser as provided for herein), and the Seller shall defend
the right, title and interest of the Purchaser in, to and under any of the foregoing property,
against all claims of third parties claiming through or under the Seller.




          (e) Product Terms and Conditions. At least ten (10) days prior to the effectiveness
of any change or amendment to any Product Terms and Conditions, AGCO shall provide to AGCO Finance
a written notice describing in reasonable detail such change or amendment and a copy of such
revised Product Terms and Conditions.




ARTICLE 7

PURCHASE TERMINATION EVENTS; PURCHASE SUSPENSION EVENTS




     Section 7.01 Purchase Termination Events. The occurrence of any one or more of the
following events shall constitute a “Purchase Termination Event”:



          (a) AGCO shall fail to perform or observe any term, covenant or agreement hereunder or under
any other Transaction Document and such failure shall continue for (i) except with respect to
Section 3.03, twenty (20) Business Days or (ii) in the case of Section 3.03, two (2) Business Days,
in each case, after the earlier of (A) the date on which AGCO obtains knowledge thereof and (B) the
date on which written notice thereof is given to AGCO by the Purchaser;




          (b) Any representation, warranty, certification or statement made by AGCO in this Agreement or
any other Transaction Document shall prove to have been incorrect in any material respect (or in
any respect, if such representation, warranty, certification or statement is already qualified by
materiality) when made or deemed made and either (i) the failure of such representation, warranty,
certification or statement to be true and correct shall have a Material Adverse Effect or (ii) such
representation, warranty, certification or statement shall continue to be incorrect for twenty (20)
Business Days after notice thereof; provided, however, that the breach of any
representation and warranty of the Seller made with respect to any Sold



26









 






Receivable shall not be a Purchase Termination Event if the Seller purchases such Sold
Receivable from the Purchaser (without recourse, warranty or representation, except as to title
(subject to deficiencies in title transferred by the Seller to the Purchaser)) at the Repurchase
Price;




          (c) A Bankruptcy Event shall occur with respect to AGCO or AGCO Finance;




          (d) AGCO shall be required to register as an “investment company” by the provisions of the
Investment Company Act of 1940, as amended;




          (e) An “AGCO Purchase Termination Event” shall occur under, and as such term is defined in,
the Canadian Receivables Agreement;




          (f) The occurrence of an “Event of Default” under, and as such term is defined in, the AGCO
Credit Facility or the occurrence of a similar event under any other material agreements or
instruments in respect of Company Indebtedness in excess of U.S.$100,000,000 under which AGCO is
the obligor (or a guarantor), in each case the effect of which is to cause such Company
Indebtedness of AGCO thereunder to become due in full prior to its stated maturity and/or to cause
the lenders thereunder to terminate all commitments to extend credit thereunder;




          (g) The occurrence of any of the following with respect to AGCO Finance: (i) an “Event of
Dissolution” occurs under Section 9.01 of the AGCO Finance LLC Agreement, (ii) a “Withdrawal Event”
occurs under Section 8.01 of the AGCO Finance LLC Agreement, or (iii) a “Failure Event” occurs
under Section 9.04 of the AGCO Finance LLC Agreement;




          (h) The Account Transfer Date has not occurred on or prior to April 30, 2010;




          (i) The occurrence of a Change of Control with respect to AGCO;




          (j) The occurrence of a Change of Control with respect to AGCO Finance;




          (k) AGCO Finance shall fail to perform or observe any term, covenant or agreement hereunder or
under any other Transaction Document and such failure shall continue for twenty (20) Business Days
after the earlier of (A) the date on which AGCO Finance obtains knowledge thereof and (B) the date
on which written notice thereof is given to AGCO Finance by AGCO; or




          (l) Any representation, warranty, certification or statement made by AGCO Finance in this
Agreement or any other Transaction Document shall prove to have been incorrect in any material
respect (or in any respect, if such representation, warranty, certification or statement is already
qualified by materiality) when made or deemed made and either (i) the failure of such
representation, warranty, certification or statement to be true and correct shall have a Material
Adverse Effect or (ii) such representation, warranty, certification or statement shall continue to
be incorrect for twenty (20) Business Days after notice thereof.




     Section 7.02 Remedies for Purchase Termination Event. Upon the occurrence and during
the continuation of a Purchase Termination Event described in clauses (a), (b), (d), (e),



27









 




(f), (g), (h) or (i) (each, an “AGCO Purchase Termination Event”), the Purchaser may,
by notice to AGCO, declare the Termination Date to have occurred, whereupon the Termination Date
shall forthwith occur, without demand, protest or other further notice of any kind, all of which
are hereby expressly waived by AGCO. Upon the occurrence of a Purchase Termination Event described
in Section 7.01(c) or of an actual or deemed entry of an order for relief with respect to
AGCO or AGCO Finance, as the case may be, under the Bankruptcy Code, the Termination Date shall
automatically occur, without demand, protest or any notice of any kind, all of which are hereby
expressly waived by AGCO or AGCO Finance, as the case may be. Upon the occurrence and during the
continuation of a Purchase Termination Event described in clauses (j), (k) or (l) (each, an
“AGCO Finance Purchase Termination Event”), the AGCO may, by notice to AGCO Finance,
declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith
occur, without demand, protest or other further notice of any kind, all of which are hereby
expressly waived by AGCO Finance.




     Section 7.03 Purchase Suspension Events. The occurrence of any one or more of the
following events shall constitute a “Purchase Suspension Event”:



          (a) The occurrence and continuation of an AGCO Purchase Termination Event described in clause
(a) of Section 7.01 (i) without regard to any cure or grace periods described therein and
(ii) prior to the declaration of a Termination Date by the Purchaser;




          (b) An AGCO Purchase Termination Event other than the one described in Section 7.01(a)
has occurred and is continuing prior to the declaration of a Termination Date by the Purchaser or
the automatic occurrence of the Termination Date;




          (c) A “Purchase Suspension Event” shall occur under, and as such term is defined in, the
Canadian Receivables Agreement.




     Section 7.04 Remedies for Purchase Suspension Event. Upon the occurrence and during
the continuation of a Purchase Suspension Event, the Purchaser may at its sole option and at any
time decline to purchase Receivables from the Seller hereunder regardless of whether or not such
Receivables are Eligible Receivables.



ARTICLE 8

INDEMNIFICATION




     Section 8.01 Indemnities.



          (a) Without limiting any other rights that the Purchaser may have hereunder or under
applicable law, AGCO hereby agrees to indemnify the Purchaser and its assigns, officers, directors,
agents and employees from and against any and all damages, losses, claims, taxes, liabilities,
costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which
attorneys may be employees of the Purchaser) and disbursements awarded against or incurred by any
of them arising out of or as a result of a breach of AGCO’s representations, warranties or
covenants contained in the Transaction Documents to which AGCO is a party.




28









 








          (b) Without limiting any other rights that AGCO may have hereunder or under applicable law,
the Purchaser hereby agrees to indemnify AGCO and its assigns, officers, directors, agents and
employees from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses
and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be
employees of AGCO) and disbursements awarded against or incurred by any of them arising out of or
as a result of a breach of the Purchaser’s representations, warranties or covenants contained in
Transaction Documents to which the Purchaser is a party.




     Section 8.02 Responsibilities of AGCO. Anything herein to the contrary
notwithstanding, the Purchaser’s exercise of its rights hereunder or under any Transaction Document
shall not release AGCO from any of its duties or obligations with respect to any Sold Receivables
or under the related Contracts. The Purchaser shall have no obligation to perform any obligations
of AGCO or any of its Affiliates with respect to any Sold Receivables or under the related
Contracts.



ARTICLE 9

MISCELLANEOUS




     Section 9.01 Waivers and Amendments.



          (a) No failure or delay on the part of the Purchaser in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other further exercise thereof or the exercise of any
other power, right or remedy. The rights and remedies herein provided shall be cumulative and
nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be
effective only in the specific instance and for the specific purpose for which given.




          (b) No provision of this Agreement may be amended, supplemented, modified or waived except in
a writing executed by the parties hereto.




     Section 9.02 Notices. Except as provided below, all communications and notices
provided for hereunder shall be in writing (including bank wire, telecopy or electronic
transmission or similar writing) and shall be given to the other parties hereto at their respective
addresses or telecopy numbers set forth on the signature pages hereof or at such other address or
telecopy number as such Person may hereafter specify for the purpose of notice to each of the other
parties hereto. Each such notice or other communication shall be effective (i) if given by
telecopy or electronic transmission or similar writing, upon the receipt thereof, (ii) if given by
mail, three (3) Business Days after the time such communication is deposited in the mail with first
class postage prepaid or (iii) if given by any other means, when received at the address specified
in this Section 9.02. Notwithstanding the foregoing, for purposes of providing the written
notices described in Section 6.02(e), such notices shall be deemed to have been provided in
accordance with this Section 9.02 if such notices are delivered via e-mail, with receipt
acknowledged, to each member of the AGCO IF Committee designated by (i) AGCO Finance, in the case
of notices from AGCO and (ii) AGCO, in the case of notices from AGCO Finance.



29









 





     Section 9.03 Assignments and Participations. Neither AGCO nor the Purchaser shall
have the right to assign its rights or obligations under this Agreement; provided,
however, that nothing contain herein shall be deemed or construed to limit, restrict,
prohibit or otherwise impair in any way the right of the Purchaser to sell, transfer, encumber or
otherwise dispose of the Sold Assets and AGCO agrees that the Purchaser may assign to any
transferee of the Sold Assets the representations, warranties and covenants made by AGCO under this
Agreement for the benefit of the Purchaser.



     Section 9.04 Confidentiality.



          (a) Each of AGCO and the Purchaser shall maintain and shall cause each of its employees,
directors and officers to maintain the confidentiality of this Agreement and the other confidential
proprietary information with respect to the Purchaser and AGCO and their respective businesses
obtained by it or them in connection with the structuring, negotiating and execution of the
transactions contemplated herein, except that AGCO and the Purchaser and their respective officers,
directors and employees may disclose such information (i) to such Person’s officers, directors and
external accountants and attorneys; or (ii) to any rating agency; provided each such Person
is informed of the confidential nature of such information and, in the case of a Person (other than
any rating agency) described in clause (i), agrees to maintain the confidentiality of such
information on the terms and conditions set forth in this Section 9.04(a). In addition,
AGCO and the Purchaser may disclose any such information pursuant to any law, rule, regulation,
direction, request, requirement or order of any judicial, administrative or regulatory authority or
proceedings (whether or not having the force or effect of law). For purposes of this Section 9.04,
the information included in the Calculation Letter is deemed to be confidential proprietary
information of the Purchaser and the Seller.




          (b) Anything herein to the contrary notwithstanding, AGCO hereby consents to the disclosure of
any nonpublic information with respect to it (i) by the Purchaser to any of its funding sources or
Affiliates; or (ii) by the Purchaser to any officers, directors, employees, outside accountants and
attorneys of any of the foregoing; provided each such Person is informed of the
confidential nature of such information and agrees to maintain the confidentiality of such
information on the terms and conditions set forth in this Section 9.04 or (iii) by the
Purchaser to its certified public accounting firm; or (iv) by Purchaser to any governmental or
regulatory authority having jurisdiction over it or its Affiliates. In addition, the Purchaser and
such Persons may disclose any such nonpublic information pursuant to any law, rule, regulation,
direction, request, requirement or order of any judicial, administrative or regulatory authority or
proceedings (whether or not having the force or effect of law).




     Section 9.05 Limitation of Liability. Except with respect to any claim arising out of
the willful misconduct or gross negligence of a party hereunder, no claim may be made by any Person
party to this Agreement against any other Person party to this Agreement, or such other Person’s
Affiliates, directors, officers, managers, employees or attorneys for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated by this Agreement,
or any act, omission or event occurring in connection therewith; and each Person party hereto
hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor.



30









 





     Section 9.06 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK. EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED IN NEW YORK, NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.



     Section 9.07 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR, RELATING TO
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 9.08 Integration; Binding Effect; Survival of Terms.



          (a) This Agreement and the other Transaction Documents contain the final and complete
integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings.




          (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns (including any trustee in bankruptcy). This
Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms and shall remain in full force and effect until terminated in accordance
with its terms.




     Section 9.09 Protection of Ownership Interests of the Purchaser; Collection Rights.



          (a) The Seller agrees that from time to time, at its expense, it will promptly execute and
deliver all instruments and documents, and take all actions, that may be necessary or that the
Purchaser may reasonably request, to perfect, protect or more fully evidence the sale of the Sold
Receivables, or to enable the Purchaser (or any servicer of the Sold Receivables) to exercise and
enforce the Purchaser’s rights and remedies hereunder.




          (b) If the Seller fails to perform any of its obligations hereunder, the Purchaser (or any
servicer of the Sold Receivables) may (but shall not be required to) perform, or cause performance
of, such obligation, and such Purchaser’s costs and expenses incurred in connection therewith shall
be payable by the Seller as provided in Article 8. The Seller irrevocably authorizes the
Purchaser (or any servicer of the Sold Receivables) at any time and from time to time in the sole
discretion of such Person, and appoints such Person as its attorney-in-fact, to act on its behalf
(i) to execute on behalf of the Seller as debtor and to file financing statements necessary in the
Purchaser ‘s sole discretion to perfect and to maintain the perfection and priority of the interest
of the Purchaser in the Sold Receivables and (ii) to file a carbon, photographic or other
reproduction of this Agreement or any financing statement with



31









 






respect to the Sold Receivables as a financing statement in such offices as the Purchaser in
its sole discretion deems necessary or desirable to perfect and to maintain the perfection and
priority of the interests of the Purchaser in the Sold Receivables. This appointment is coupled
with an interest and is irrevocable.




          (c) AGCO shall execute, at the written request of AGCO Finance (provided that AGCO Finance may
take such action itself pursuant to the following sentence), and furnish to AGCO Finance such
documents provided to AGCO as are necessary or appropriate to enable AGCO Finance (or a servicer of
the Sold Receivables on its behalf) to initiate Collection Proceedings or other proceedings, as and
when the Purchaser (or the servicer) deems appropriate, and to collect and/or enforce the
obligations of an Obligor under a Sold Receivable (the “Collection Rights”). AGCO hereby
grants to AGCO Finance, and this Agreement shall constitute, a power of attorney to carry out the
foregoing. An authorized officer of AGCO shall promptly upon request by the Purchaser execute a
separate power of attorney, substantially in the form attached as Exhibit C hereto (with
such changes, if any, required for the power of attorney to be effective in any particular
jurisdiction), in favor of the Purchaser (or a servicer of the Sold Receivables) for the purposes
described herein.




     Section 9.10 Accounting. Neither AGCO nor the Purchaser will account for or treat
(whether in financial statements or otherwise) the transactions contemplated hereby in any manner
other than as a sale of its interest in Receivables by AGCO to the Purchaser.



     Section 9.11 Counterparts; Severability; Section References. This Agreement may be
executed in any number of counterparts and by the 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. Any provisions of this Agreement
which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise
expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall
mean articles and sections of, and schedules and exhibits to, this Agreement.



     Section 9.12 Sale Characterization; Grant of Security Interest.



          (a) It is the intention of the parties hereto that each purchase hereunder shall constitute
and be treated as an absolute and irrevocable sale, which purchase shall provide the Purchaser with
the full benefits of ownership of the Sold Assets. Except as specifically provided in this
Agreement, each sale of Sold Assets hereunder is made without recourse to the Seller;
provided, however, that (i) each Seller shall be liable to the Purchaser for all
representations, warranties and covenants made by such Seller pursuant to the terms of this
Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by
the Purchaser or any assignee thereof of any obligation of Seller or any other Person arising in
connection with the Sold Assets or any other obligations of Seller or any other Person.




          (b) This Agreement shall constitute a security agreement under the UCC with respect to the
Collection Account and, to that end, Seller hereby grants to the Purchaser, in order



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to secure the payment of all present and future Company Indebtedness and obligations of Seller
to the Purchaser with respect to the Sold Receivables outstanding from time to time, a valid
security interest in all of Seller’s right, title and interest in, to and under the Collection
Account, and all amounts credited thereto from time to time with respect to Sold Receivables. If,
notwithstanding the intention of the parties expressed in clause (a) above, the Purchases
by the Purchaser from the Seller hereunder shall be characterized as loans and not as sales, this
Agreement shall constitute a security agreement under the UCC and other applicable law. For this
purpose, Seller hereby grants to the Purchaser, in order to secure such loans and to secure the
payment of all present and future Company Indebtedness and obligations of Seller to the Purchaser
outstanding from time to time, a valid security interest in all of such Seller’s right, title and
interest in, to and under all Sold Receivables now existing or hereafter arising, the Collections
thereon, the Collection Account, all other rights and payments relating to such Sold Receivables,
and all proceeds of any thereof prior to all other liens on and security interests therein. After
an AGCO Purchase Termination Event, the Purchaser shall have, in addition to the rights and
remedies that they may have under this Agreement, all other rights and remedies provided to a
secured creditor after default under the UCC and other applicable law, which rights and remedies
shall be cumulative.




[SIGNATURE PAGES FOLLOW]





33









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
by their duly authorized officers as of the date hereof.




	 	 	 	 	 
	 	AGCO CORPORATION

 	 
	 	By:  	/s/ Andrew H. Beck	 
	 	 	Name:  	Andrew Beck 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



Copies for notices to:




	 	 	 	 	 
	 	AGCO Corporation

4205 River Green Parkway

Duluth, GA 30096-2568

Attention: David Williams

          Debra E. Kuper, Esq.

Fax: (770) 813-6070

          (770) 813-6599


AGCO FINANCE LLC

 	 
	 	By:  	/s/ Amy V. Hester	 
	 	 	Name:  	Amy Ventling Hester 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	AGCO Finance LLC

4205 River Green Parkway

Duluth, GA 30096-2568

Attention: Amy Ventling Hester

Fax: (770) 813-6032

 	 



Copies for notices to:




	 	 	 	 	 
	 	AGCO Finance LLC

8001 Birchwood Court

P.O. Box 2000

Johnston, Iowa 50131-0020

Attention: Mac Braun

Fax: (515) 334-5811

 	 



Signature Page to U.S.

Receivables Purchase Agreement