agco-arcreditagreementxf






EXECUTION COPY  \\4157-1107-4114  v16  AMENDED AND RESTATED CREDIT AGREEMENT  dated as of December 19, 2022  by and among  AGCO CORPORATION  and  CERTAIN SUBSIDIARIES NAMED HEREIN,  as Borrowers,  THE LENDERS NAMED HEREIN,  as Lenders,  and  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,  as Administrative Agent  ________________________________________________________________  JPMORGAN CHASE BANK, N.A.,   as Syndication Agent,  MUFG BANK, LTD., TRUIST BANK, COMPEER FINANCIAL, PCA, BNP PARIBAS,  NEW YORK BRANCH, BANK OF THE WEST, PNC BANK NATIONAL  ASSOCIATION, TD BANK, N.A., BANK OF AMERICA, N.A., FARM CREDIT BANK  OF TEXAS, AND HSBC BANK USA, NATIONAL ASSOCIATION  as Co-Documentation Agents,  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, JPMORGAN CHASE  BANK, N.A., MUFG BANK, LTD., TRUIST SECURITIES, INC., BNP PARIBAS, NEW  YORK BRANCH, BANK OF THE WEST, PNC BANK NATIONAL ASSOCIATION, TD  BANK, N.A., AND BANK OF AMERICA, N.A.  as Joint Lead Arrangers,  and  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, JPMORGAN CHASE  BANK, N.A., MUFG BANK, LTD., TRUIST BANK, BNP PARIBAS, NEW YORK  BRANCH,   as Joint Bookrunners  





 






TABLE OF CONTENTS  Page  i  \\4157-1107-4114  v16  ARTICLE 1 ACCOUNTING TERMS ....................................................................................... 5 1.1. Certain Defined Terms .................................................................................................... 5 1.2. Computation of Time Periods ....................................................................................... 46 1.3. Accounting Terms; Applicable Margin Ratings ........................................................... 46 1.4. Currency Equivalents .................................................................................................... 46 1.5. Construction .................................................................................................................. 47 1.6. Dutch Terms .................................................................................................................. 47 1.7. Divisions ........................................................................................................................ 48 ARTICLE 2 AMOUNTS AND TERMS OF THE LOANS AND THE LETTERS OF  CREDIT ................................................................................................................. 48 2.1. Credit Facilities ............................................................................................................. 48 2.2. Making the Loans. ......................................................................................................... 50 2.3. Reduction of the Commitments ..................................................................................... 54 2.4. Repayments. .................................................................................................................. 54 2.5. Interest. .......................................................................................................................... 56 2.6. Fees. ............................................................................................................................... 57 2.7. Conversion and Designation of Interest Periods. .......................................................... 58 2.8. Payments and Computations. ........................................................................................ 59 2.9. Sharing of Payments, Etc .............................................................................................. 61 2.10. Letters of Credit ............................................................................................................ 62 2.11. Defaulting Lenders ........................................................................................................ 66 2.12. Borrower Liability ......................................................................................................... 70 2.13. Designated Borrowers. .................................................................................................. 70 2.14. Incremental Facilities .................................................................................................... 72 2.15. Extension of Maturity Date. .......................................................................................... 74 ARTICLE 3 CONDITIONS PRECEDENT ............................................................................. 76 3.1. Conditions Precedent to Agreement Date ..................................................................... 76 3.2. Conditions Precedent to Each Borrowing and Issuance ................................................ 78 3.3. Determinations Under Section 3.1 ................................................................................ 78 ARTICLE 4 REPRESENTATIONS AND WARRANTIES ................................................... 79 4.1. Representations and Warranties of the Borrowers ........................................................ 79 4.2. Survival of Representations and Warranties, Etc .......................................................... 83 ARTICLE 5 AFFIRMATIVE COVENANTS ......................................................................... 84 5.1. Reporting Requirements ................................................................................................ 84 5.2. Notices ........................................................................................................................... 85 5.3. Compliance with Laws, Etc .......................................................................................... 85 5.4. Preservation of Existence, Etc ....................................................................................... 86 5.5. Payment of Taxes and Claims ....................................................................................... 86 5.6. Maintenance of Insurance ............................................................................................. 86 5.7. Visitation Rights ............................................................................................................ 86 5.8. Accounting Methods ..................................................................................................... 86 5.9. Maintenance of Properties, Etc ..................................................................................... 87 





 






TABLE OF CONTENTS  (continued) Page  ii  \\4157-1107-4114  v16  5.10. Further Assurances ........................................................................................................ 87 5.11. Additional Domestic Subsidiaries ................................................................................. 87 5.12. Use of Proceeds ............................................................................................................. 87 ARTICLE 6 NEGATIVE COVENANTS ................................................................................. 87 6.1. Indebtedness .................................................................................................................. 88 6.2. Liens, Etc ....................................................................................................................... 88 6.3. Restricted Payments ...................................................................................................... 88 6.4. Fundamental Changes, Etc ............................................................................................ 89 6.5. Sales of Assets ............................................................................................................... 89 6.6. Affiliate Transactions .................................................................................................... 90 6.7. Amendments .................................................................................................................. 90 6.8. Restrictions on Subsidiaries .......................................................................................... 90 6.9. Reserved. ....................................................................................................................... 91 6.10. Financial Covenants. ..................................................................................................... 91 6.11. Anti-Terrorism Laws ..................................................................................................... 91 ARTICLE 7 EVENTS OF DEFAULT ...................................................................................... 91 7.1. Events of Default ........................................................................................................... 91 7.2. Remedies ....................................................................................................................... 94 7.3. Actions in Respect of the Letters of Credit ................................................................... 95 7.4. Application of Payments ............................................................................................... 95 ARTICLE 8 THE ADMINISTRATIVE AGENT .................................................................... 96 8.1. Authorization and Action .............................................................................................. 96 8.2. Administrative Agent's Reliance, Etc ............................................................................ 97 8.3. Administrative Agent, in its Individual Capacity and Affiliates ................................... 99 8.4. Lender Credit Decision ................................................................................................. 99 8.5. Notice of Default or Event of Default ......................................................................... 100 8.6. Indemnification ........................................................................................................... 100 8.7. Successor Administrative Agent ................................................................................. 101 8.8. Administrative Agent May File Proofs of Claim ........................................................ 101 8.9. Release of Guaranties .................................................................................................. 101 8.10. Other Agent Titles ....................................................................................................... 102 8.11. Erroneous Payments .................................................................................................... 102 ARTICLE 9 MISCELLANEOUS ........................................................................................... 105 9.1. Amendments, Etc ........................................................................................................ 105 9.2. Notices, Etc ................................................................................................................. 106 9.3. No Waiver ................................................................................................................... 109 9.4. Costs and Expenses. .................................................................................................... 109 9.5. Right of Set-off ............................................................................................................ 110 9.6. Assignments and Participations. ................................................................................. 111 9.7. Marshalling; Payments Set Aside ............................................................................... 116 9.8. Patriot Act ................................................................................................................... 117 





 






TABLE OF CONTENTS  (continued) Page  iii  \\4157-1107-4114  v16  ARTICLE 10 INCREASED COSTS, TAXES, ETC. ............................................................ 117 10.1. Increased Costs, Alternate Rate of Interest, Illegality, Benchmark Replacement Setting. 117 10.2. Breakage Costs ............................................................................................................ 123 10.3. Judgment Currency ..................................................................................................... 124 10.4. Taxes ........................................................................................................................... 124 10.5. Mitigation; Replacement of a Lender .......................................................................... 128 ARTICLE 11 JURISDICTION ............................................................................................... 130 11.1. Consent to Jurisdiction ................................................................................................ 130 11.2. Governing Law ............................................................................................................ 131 11.3. Counterparts; Integration; Effectiveness; Electronic Execution ................................. 131 11.4. No Liability of the Issuing Banks ............................................................................... 131 11.5. Waiver of Jury Trial .................................................................................................... 132 11.6. Acknowledgement and Consent to Bail-In of Affected Financial Institutions ........... 132 11.7. Certain ERISA Matters ............................................................................................... 133 ARTICLE 12 CONFIDENTIALITY ...................................................................................... 134 ARTICLE 13 ACKNOWLEDGEMENT REGARDING ANY  SUPPORTED QFCS ......................................................................................... 135 SCHEDULES AND EXHIBITS  Schedule G  Guarantors  Schedule 4.1(b) Subsidiaries; Material Subsidiaries  Schedule 4.1(t) Sanctions Disclosure  Schedule 6.1  Existing Indebtedness  Schedule 9.6  Voting Participants  Exhibit A Form of Assignment and Assumption  Exhibit B Form of Notice of Borrowing   Exhibit C Form of Designated Borrower Request and Assumption Agreement  Exhibit D From of Designated Borrower Notice  Exhibit E Form of Notice of Incremental Facility  





 






4  \\4157-1107-4114  v16  CREDIT AGREEMENT  This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of  December 19, 2022, by and among AGCO CORPORATION, a Delaware corporation  ("AGCO"), AGCO INTERNATIONAL HOLDINGS B.V., a Dutch company, having  its corporate seat in Grubbenvorst, the Kingdom of the Netherlands ("AGCO BV"; and  together with AGCO, each are referred to herein collectively as the "Initial Borrowers"  and individually as an "Initial Borrower"); the Lenders party hereto; and  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative  Agent.  WITNESSETH:  WHEREAS, the Initial Borrowers, the Prior Lenders, and the Administrative  Agent are party to the Credit Agreement, dated as of October 17, 2018 (the "Prior Credit  Agreement");  WHEREAS, immediately prior to the effectiveness of this Agreement the  Borrowers repaid all outstanding loans under the Prior Credit Agreement;  WHEREAS, Standard Chartered Bank acknowledged and agreed in the Payoff  Letter that it was released as party to the Prior Credit Agreement immediately prior to the  effectiveness of this Agreement;   WHEREAS, at the request of AGCO and each other Initial Borrower, the  Administrative Agent, the Issuing Banks and the Lenders have agreed to extend the credit  provided for hereunder;    WHEREAS, AGCO and each other Initial Borrower operate related businesses,  each being integral to the other;    WHEREAS, AGCO and each other Initial Borrower acknowledge that the credit  facility provided hereby is and will be of direct interest, benefit and advantage to each of  them, and will enable them to achieve synergy and economies of scale;    WHEREAS, the Initial Borrowers, the Prior Lenders, and the Administrative  Agent desire to amend and restate the Prior Credit Agreement on the terms set forth  herein;   WHEREAS, the New Lenders desire to become party to this Agreement as  Lenders;  WHEREAS, the Initial Borrowers, the Prior Lenders, and the Administrative  Agent agree that, by their signature to this Agreement, the New Lenders shall become  party to this Agreement as Lenders; and  NOW, THEREFORE, in consideration of the foregoing and other good and  valuable consideration, (x) the New Lenders agree that they are Lenders hereunder and  





 






5  \\4157-1107-4114  v16  agree as follows and (y) the parties to the Prior Credit Agreement hereby agree that the  New Lenders shall become party to this Agreement as Lenders and that the Prior Credit  Agreement is hereby amended and restated to read as follows (including, for the  avoidance of doubt, that the New Lenders shall be party hereto as Lenders):  ARTICLE 1  ACCOUNTING TERMS  1.1. Certain Defined Terms.  As used in this Agreement, 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):  "Additional Commitment Lender" has the meaning set forth in Section 2.15.  "Additional Lender" has the meaning specified in Section 2.14(d).  "Adjusted Unused Revolving Loan Commitment" means, as of any date of  determination,  (a) with respect to any Multicurrency Revolving Tranche Loan  Lender, such Multicurrency Revolving Tranche Loan Lender's Multicurrency Revolving  Tranche Loan Commitment, minus the Equivalent Amount in U.S. Dollars of the sum of:  (i) the aggregate principal amount of all Multicurrency  Revolving Tranche Loans made by such Multicurrency Revolving Tranche Loan Lender  (excluding, for the avoidance of doubt, any Swing Line Loans then outstanding), and   (ii) the sum of such Multicurrency Revolving Tranche Loan  Lender's Pro Rata Share of (x) the aggregate Available Amount of all Letters of Credit  issued for the account of any Borrower and outstanding on such date, and (y) the  aggregate principal amount of all Letter of Credit Advances outstanding on such date in  respect of Letters of Credit issued for the account of any Borrower; and  (b) with respect to any USD Revolving Tranche Loan Lender,   (i) such USD Revolving Tranche Loan Lender's USD  Revolving Tranche Loan Commitment, minus (ii) the aggregate principal amount of all outstanding USD  Revolving Tranche Loans made by such USD Revolving Tranche Loan Lender.  "Administrative Agent" means Rabobank in its capacity as administrative agent  for the Lenders under this Agreement and the other Loan Documents and its successors in  such capacity.  "Administrative Agent's Account" means:  





 






6  \\4157-1107-4114  v16  (a) for U.S. Dollars, the account of the Administrative Agent with  JPMorgan Chase Bank N.A., ABA # 021000021, For the Account of: Rabobank, New  York Branch, Account No. 400-212307, For Further Credit to: AGCO Corporation,  Reference:  Loan Synd./ CIF#7758, Attention: Agency; or  (b) for Euros, the account of the Administrative Agent maintained  with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland",  Utrecht Branch, The Netherlands, Swift # RABONL2U, For the Account of:  Rabobank,  New York Branch (RABOUS33), Account No. 390817333, IBAN:  NL21RABO0390817333 Reference:  AGCO Corporation.  "Administrative Questionnaire" means an Administrative Questionnaire  delivered by each Lender in a form supplied by Administrative Agent.  "Affected Financial Institution" means (a) any EEA Financial Institution or (b)  any UK Financial Institution.  "Affected Lender" has the meaning specified in Section 10.5.  "Affiliate" means, as to any Person, any other Person that, directly or indirectly,  controls, is controlled by or is under common control with such Person or is a director,  officer or partner of such Person.  For purposes of this definition, the term "control"  (including the terms "controlling," "controlled by" and "under common control with") of  a Person means the power, directly or indirectly, to direct or cause the direction of the  management and policies of such Person, whether through the ownership of Equity  Interests, by contract or otherwise.  "AGCO" has the meaning specified in the introductory paragraph of this  Agreement.  "AGCO BV" has the meaning specified in the introductory paragraph of this  Agreement.  "AGCO-Distribution" means, AGCO-RM (Distribution) Holding BV, a Besloten  Vennootschap organized under the laws of the Kingdom of the Netherlands.  "AGCO-Manufacturing" means, AGCO-RM (Manufacturing) Holding BV, a  Besloten Vennootschap organized under the laws of the Kingdom of the Netherlands.  "Agreed Alternative Currency" means any currency (except U.S. Dollars and  Euros) provided (a) AGCO requests, by notice to the Administrative Agent, that such  currency be included as an Agreed Alternative Currency for purposes of this Agreement,  (b) such currency is freely transferable and is freely convertible into U.S. Dollars in the  London foreign exchange market, (c) deposits in such currency are customarily offered to  banks in the London interbank market and (d) every Lender, by notice to the  Administrative Agent, approves the inclusion of such currency as an additional Agreed  Alternative Currency for purposes hereof.  The Lender's approval of any currency as an  





 






7  \\4157-1107-4114  v16  Agreed Alternative Currency may be limited to a specified maximum US$ Equivalent  Amount or a specified period of time or both.   "Agreed Alternative Currency Loan" means a Loan denominated in an Agreed  Alternative Currency.   "Agreement" means this Credit Agreement, as modified, supplemented, amended,  restated (including any amendment and restatement hereof), extended or renewed from  time to time.  "Agreement Date" means the date on which the conditions set forth in Sections  3.1 and 3.2 are satisfied (or waived in accordance with this Agreement).  "Anti-Corruption Laws" means the laws, rules, and regulations of the  jurisdictions applicable to any Loan Party or its Subsidiaries from time to time  concerning or relating to bribery or corruption, including the U.S. Foreign Corrupt  Practices Act of 1977, as amended.  "Anti-Terrorism Laws" means any laws, regulations or orders of any  Governmental Authority of the United States, United Kingdom, European Union, or the  Kingdom of the Netherlands relating to terrorism financing, embargoes or other  sanctions, or money laundering, including, but not limited to, the International  Emergency Economic Powers Act (50 U.S.C. § 1701 et seq.), the Trading With the  Enemy Act (50 U.S.C. § 5 et seq.), the International Security Development and  Cooperation Act (22 U.S.C. § 2349aa-9 et seq.), the Executive Order No. 13224 on  Terrorist Financing, effective September 24, 2001, the Uniting and Strengthening  America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism  Act of 2001, Public Law 107-56 (the "USA Patriot Act"), and any rules or regulations  promulgated pursuant to or under the authority of any of the foregoing.  "Applicable Accounting Standards" means, as of the date of this Agreement,  GAAP; provided, however, that AGCO may, upon not less than sixty (60) days prior  written notice to the Administrative Agent, change to IFRS; provided, however, (a) such  notice of its change to IFRS shall be accompanied by a description in reasonable detail of  any material variation between the application of accounting principles under GAAP and  the application of accounting principles under IFRS in calculating the financial covenants  under Section 6.10 hereof and the reasonable estimates of the difference between such  calculations arising as a consequence thereof, and (b) if such change is deemed by the  Administrative Agent to be material or detrimental to the Lenders, such change shall not  be effective for purposes of calculating the financial covenants hereunder until AGCO  and the Required Lenders have agreed upon amendments to the financial covenants  contained herein to reflect any change in such basis.  "Applicable Law" means, in respect of any Person, all provisions of constitutions,  treaties, laws, statutes, rules, regulations, guidelines, permits and orders of a  Governmental Authority applicable to such Person, and all orders and decrees of all  





 






8  \\4157-1107-4114  v16  courts and arbitrators in proceedings or actions to which the Person in question is a party  or by which it is bound.  "Applicable Margin" means, as of any date of determination, the per annum  interest rate margin from time to time in effect and payable, set forth in the table below  with respect to the Revolving Loans and Unused Revolver Fee, which in each case  corresponds to the ratings level (the "Ratings Level") determined by reference to the  Ratings on such date, subject to the terms below:  REVOLVING LOANS AND UNUSED REVOLVER FEE  Level Ratings  Applicable  Margin for  Non-Base  Rate Loans  Applicable  Margin  for Base  Rate  Loans  Applicable  Margin for  Unused  Revolver Fee  I BBB+ / Baa1  (or better) 0.875% 0.00% 0.100%  II BBB / Baa2 1.125% 0.125% 0.125% III BBB- / Baa3 1.250% 0.250% 0.150% IV BB+ / Ba1 1.625% 0.625% 0.200% V BB / Ba2  (or worse or  unrated) 1.875% 0.875% 0.300%  For purposes of the foregoing, (a) (i) if the applicable Ratings established by Moody's  and S&P are at different Ratings Levels but correspond to consecutive Ratings Levels,  then the Ratings Level will be based on the higher (with the Rating for Level I being the  highest and Level V being the lowest) applicable Rating (e.g., if Moody's applicable  Rating corresponds to Level I and S&P's applicable Rating corresponds to Level II, then  the Ratings Level will be Level I), and (ii) if the applicable Ratings established by  Moody's and S&P are more than one Ratings Level apart, then the Ratings Level will be  based on the Rating which is one level below the higher of the two Ratings (e.g., if  Moody's and S&P's applicable Ratings correspond to Levels I and IV, respectively, then  the Ratings Level will be Level II), (b) in the event that either S&P or Moody's (but not  both) shall no longer issue a Rating, the Ratings Level shall be determined by the  remaining Rating, and (c) in the event that neither S&P nor Moody's issues a Rating,  unless and until the date, if any, that AGCO and the Required Lenders agree on a  different arrangement, the existing Ratings Level shall continue in effect for the 30-day  period immediately following such event, and subsequent to such period the Ratings  Level shall be Level V.  Each change in the Applicable Margin resulting from a publicly  announced change in the Ratings Level shall be effective during the period commencing  on the date of the public announcement thereof and ending on the date immediately  preceding the effective date of the next such change.  Notwithstanding the foregoing, (a)  the Applicable Margin shall be at Level V at the election of the Administrative Agent or  





 






9  \\4157-1107-4114  v16  the Required Lenders, upon the occurrence and during the continuation of any Event of  Default (whether or not the Default Rate of interest shall then be in effect) and (b) the  Applicable Margin for Incremental Term Loans shall be the interest rate margin per  annum governing such Tranche of Incremental Term Loans as set forth in the related  Notice of Incremental Facility, subject to Section 2.14 hereof.  This provision shall not  limit the rights of the Administrative Agent and the Lenders with respect to Section  2.5(c) and Article 7.  "Applicant Borrower" has the meaning specified in Section 2.13.  "Approved Fund" means any Person (other than a natural person) that is (or will  be) engaged in making, purchasing, holding or otherwise investing in commercial loans  and similar extensions of credit in the ordinary course of its business that is administered  or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of  an entity that administers or manages a Lender.  "Assignment and Assumption" means an Assignment and Assumption entered  into by a Lender and an Eligible Assignee, accepted by the Administrative Agent, and in  accordance with Section 9.6 and in substantially the form of Exhibit A hereto.  "Authorized Financial Officer" of a Person means the Chief Financial Officer,  the Treasurer, the Assistant Treasurer, the Controller or such other senior officer of such  Person holding an equivalent position.  "Available Amount" of any Letter of Credit means, at any time, the maximum  amount available to be drawn under such Letter of Credit at such time (assuming  compliance at such time with all conditions to drawing).  "Available Tenor" means, as of any date of determination and with respect to the  then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor  for such Benchmark (or component thereof) that is or may be used for determining the  length of an interest period pursuant to this Agreement or (y) otherwise, any payment  period for interest calculated with reference to such Benchmark (or component thereof)  that is or may be used for determining any frequency of making payments of interest  calculated with reference to such Benchmark, in each case, as of such date and not  including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed  from the definition of "Interest Period" pursuant to Section 10.1(h)(iii)(E).  "Bail-In Action" means the exercise of any Write-Down and Conversion Powers  by the applicable Resolution Authority in respect of any liability of an Affected Financial  Institution.  "Bail-In Legislation" means, (a) with respect to any EEA Member Country  implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the  Council of the European Union, the implementing law, regulation, rule or requirement for  such EEA Member Country from time to time which is described in the EU Bail-In  Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United  Kingdom Banking Act 2009 (as amended from time to time) and any other law,  





 






10  \\4157-1107-4114  v16  regulation or rule applicable in the United Kingdom relating to the resolution of unsound  or failing banks, investment firms or other financial institutions or their affiliates (other  than through liquidation, administration or other insolvency proceedings).  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States  Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit  of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or  similar debtor relief laws of any state or political subdivision thereof from time to time in  effect.  "Base Rate" means, at any time, (a) with respect to any Loans denominated in  Offshore Currency, the Rabobank Cost of Funds Rate, and (b) with respect to any Loans  denominated in U.S. Dollars, the highest of (i) the Prime Rate at such time, (ii) 1/2 of 1%  in excess of the Federal Funds Effective Rate at such time, and (iii) Term SOFR for a  one-month tenor in effect at such time plus 1.0%; provided that in no event shall the  Base Rate as so determined be less than 1.0%.  For the purposes of this definition, Term  SOFR shall be determined using Term SOFR as otherwise determined by Administrative  Agent in accordance with the definition of Term SOFR, except that (x) if a given day is a  U.S. Government Securities Business Day, such determination shall be made on such day  (rather than two Business Days prior to the commencement of an Interest Period) or (y) if  a given day is not a Business Day, Term SOFR for such day shall be the rate determined  by Administrative Agent pursuant to preceding clause (x) for the most recent Business  Day preceding such day.  Any change in the Base Rate due to a change in the Rabobank  Cost of Funds Rate, the Prime Rate, the Federal Funds Effective Rate or such Term  SOFR shall be effective as of the opening of business on the day of such change in the  Rabobank Cost of Funds Rate, the Prime Rate, the Federal Funds Effective Rate or such  Term SOFR, respectively.  If the Base Rate is being used as an alternate rate of interest  pursuant to Section 10.1(e) or Section 10.1(f), then the Base Rate shall be determined  without reference to clause  (iii) above.   "Base Rate Loan" means any USD Loan (or, solely to the extent required by  Section 10.1(f)(ii), any Offshore Currency Loan) hereunder that bears interest based on  the Base Rate plus the Applicable Margin in effect from time to time with respect to the  Loans accruing at the Base Rate.  "Base Rate Term SOFR Determination Day" has the meaning specified in the  definition of "Term SOFR".  "Benchmark" means, initially, with respect to (x) SOFR Loans, the Term SOFR  Reference Rate and (y) Offshore Currency Loans, the Non-Base Rate Benchmark  applicable thereto; provided that if a Benchmark Transition Event has occurred with  respect to the then-current Benchmark, then "Benchmark" means the applicable  Benchmark Replacement to the extent that such Benchmark Replacement has replaced  such prior benchmark rate pursuant to Section 10.1(h).   "Benchmark Replacement" means with respect to any Benchmark Transition  Event, the sum of: (a) the alternate benchmark rate that has been selected by  





 






11  \\4157-1107-4114  v16  Administrative Agent and Borrowers giving due consideration to (i) any selection or  recommendation of a replacement benchmark rate or the mechanism for determining  such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing  market convention for determining a benchmark rate as a replacement to the then-current  Benchmark for Dollar-denominated (or, in the case of an Offshore Currency, the  applicable Offshore Currency) syndicated credit facilities and (b) the related Benchmark  Replacement Adjustment; provided that, if such Benchmark Replacement as so  determined would be less than the Floor, such Benchmark Replacement will be deemed  to be the Floor for the purposes of this Agreement and the other Loan Documents.    "Benchmark Replacement Adjustment" means, with respect to any replacement  of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread  adjustment, or method for calculating or determining such spread adjustment, (which  may be a positive or negative value or zero) that has been selected by Administrative  Agent and the Borrowers giving due consideration to (a) any selection or  recommendation of a spread adjustment, or method for calculating or determining such  spread adjustment, for the replacement of such Benchmark with the applicable  Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any  evolving or then-prevailing market convention for determining a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement of  such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar- denominated (or, in the case of an Offshore Currency, the applicable Offshore Currency)  syndicated credit facilities.  "Benchmark Replacement Date" means the earliest to occur of the following  events with respect to the then-current Benchmark:  (a) in the case of clause (a) or (b) of the definition of "Benchmark  Transition Event", the later of (A) the date of the public statement or publication  of information referenced therein and (B) the date on which the administrator of  such Benchmark (or the published component used in the calculation thereof)  permanently or indefinitely ceases to provide all Available Tenors of such  Benchmark (or such component thereof); or  (b) in the case of clause (c) of the definition of "Benchmark Transition  Event", the first date on which such Benchmark (or the published component used  in the calculation thereof) has been determined and announced by or on behalf of  the administrator of such Benchmark (or such component thereof) or the  regulatory supervisor for the administrator of such Benchmark (or such  component thereof) to be non-representative or non-compliant with or non- aligned with the International Organization of Securities Commissions (IOSCO)  Principles for Financial Benchmarks; provided that such non-representativeness,  non-compliance or non-alignment will be determined by reference to the most  recent statement or publication referenced in such clause (c) and even if any  Available Tenor of such Benchmark (or such component thereof) continues to be  provided on such date.  





 






12  \\4157-1107-4114  v16  For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed  to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the  occurrence of the applicable event or events set forth therein with respect to all then- current Available Tenors of such Benchmark (or the published component used in the  calculation thereof).  "Benchmark Transition Event" means the occurrence of one or more of the  following events with respect to the then-current Benchmark:  (a) a public statement or publication of information by or on behalf of  the administrator of such Benchmark (or the published component used in the  calculation thereof) announcing that such administrator has ceased or will cease to  provide all Available Tenors of such Benchmark (or such component thereof),  permanently or indefinitely; provided that, at the time of such statement or  publication, there is no successor administrator that will continue to provide any  Available Tenor of such Benchmark (or such component thereof);  (b) a public statement or publication of information by the regulatory  supervisor for the administrator of such Benchmark (or the published component  used in the calculation thereof), the Federal Reserve Board, the Federal Reserve  Bank of New York, an insolvency official with jurisdiction over the administrator  for such Benchmark (or such component), a resolution authority with jurisdiction  over the administrator for such Benchmark (or such component) or a court or an  entity with similar insolvency or resolution authority over the administrator for  such Benchmark (or such component), which states that the administrator of such  Benchmark (or such component) has ceased or will cease to provide all Available  Tenors of such Benchmark (or such component thereof) permanently or  indefinitely; provided that, at the time of such statement or publication, there is no  successor administrator that will continue to provide any Available Tenor of such  Benchmark (or such component thereof); or  (c) a public statement or publication of information by or on behalf of  the administrator of such Benchmark (or the published component used in the  calculation thereof) or the regulatory supervisor for the administrator of such  Benchmark (or such component thereof) announcing that all Available Tenors of  such Benchmark (or such component thereof) are not, or as of a specified future  date will not be, representative or in compliance with or aligned with the  International Organization of Securities Commissions (IOSCO) Principles for  Financial Benchmarks.  For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to  have occurred with respect to any Benchmark if a public statement or publication of  information set forth above has occurred with respect to each then-current Available  Tenor of such Benchmark (or the published component used in the calculation thereof).  "Benchmark Transition Start Date" means, in the case of a Benchmark  Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if  





 






13  \\4157-1107-4114  v16  such Benchmark Transition Event is a public statement or publication of information of a  prospective event, the 90th day prior to the expected date of such event as of such public  statement or publication of information (or if the expected date of such prospective event  is fewer than 90 days after such statement or publication, the date of such statement or  publication).  "Benchmark Unavailability Period" means, the period (if any) (a) beginning at  the time that a Benchmark Replacement Date has occurred if, at such time, no  Benchmark Replacement has replaced the then-current Benchmark for all purposes  hereunder and under any Loan Document in accordance with Section 10.1(h) and (b)  ending at the time that a Benchmark Replacement has replaced the then-current  Benchmark for all purposes hereunder and under any Loan Document in accordance with  Section 10.1(h).  "Beneficial Ownership Certification" means a certification regarding beneficial  ownership as required by the Beneficial Ownership Regulation.  "Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.  "Benefit Plan" means any of (a) an "employee benefit plan" (as defined in  ERISA) that is subject to Title I of ERISA, (b) a "plan" as defined in Section 4975 of the  Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or  otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any  such "employee benefit plan" or "plan".  "Board" means the Board of Governors of the Federal Reserve System of the  United States of America.  "Board of Directors" means (a) with respect to a corporation, the board of  directors of such corporation or a duly authorized committee of the board of directors, (b)  with respect to a partnership, the board of directors or similar body of the general partner  (or, if more than one general partner, the managing general partner) of such partnership,  and (c) with respect to a limited liability company, any managing or other authorized  committee of such limited liability company or any board of directors or similar body of  any managing member.  "Borrower" and "Borrowers" means each of the Initial Borrowers and, if the  conditions of Section 2.13 are satisfied, any other Designated Borrower.  "Borrower's Account" means the account of the Borrower requesting such a  Borrowing, as specified in such Borrower's Notice of Borrowing.  "Borrowing" means (a) Loans of the same Class and Type made, converted or  continued on the same date, and in the case of Non-Base Rate Loans, having the same  Interest Period, or (b) a Swing Line Loan.  "Borrowing Subsidiary" and "Borrowing Subsidiaries" means each of the  Borrowers other than AGCO.  





 






14  \\4157-1107-4114  v16  "Business Day" means any day that is not a Saturday, Sunday or other day on  which commercial banks in New York City or Atlanta, Georgia are authorized or  required by law to remain closed but in no event shall include a day on which the  Securities Industry and Financial Markets Association recommends that the fixed income  departments of its members be closed for the entire day for purposes of trading in United  States government securities.  "Capitalized Leases" means all leases that have been or should be, in accordance  with Applicable Accounting Standards, recorded as capitalized leases on a balance sheet  of the lessee, excluding operating leases.  "Cash Collateral" shall have a meaning correlative to the foregoing and shall  include the proceeds of such cash collateral and other credit support.  "Cash Collateralize" and "Cash Collateralized" means, to pledge and deposit  with or deliver to the Administrative Agent, for the benefit of one or more of the Issuing  Banks or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund  participations in respect of L/C Obligations, cash or deposit account balances or, if the  Administrative Agent and each applicable Issuing Bank shall agree in their sole  discretion, other credit support, in each case pursuant to documentation in form and  substance satisfactory to the Administrative Agent and each applicable Issuing Bank.    "Cash Equivalents" means, for any Person, any of the following, to the extent  owned by such Person free and clear of all Liens, other than Permitted Liens and having a  maturity of not greater than one (1) year from the date of acquisition:  (a) readily  marketable direct obligations of the government of the United States or any agency or  instrumentality thereof or obligations unconditionally guaranteed by the full faith and  credit of the government of the United States, (b) readily marketable direct obligations  denominated in U.S. Dollars of any other sovereign government or any agency or  instrumentality thereof which are unconditionally guaranteed by the full faith and credit  of such government and which have a rating equivalent to at least "Prime-1" (or the then  equivalent grade) by Moody's or "A-1" (or the then equivalent grade) by S&P, (c) insured  certificates of deposit of, time deposits, or bankers' acceptances with any commercial  bank that issues (or the parent of which issues) commercial paper rated as described in  clause (d) below, is organized under the laws of the United States or any state thereof or  is a foreign bank or branch or agency thereof acceptable to the Administrative Agent and,  in any case, has combined capital and surplus of at least US$1,000,000,000 (or the  foreign currency equivalent thereof) or (d) commercial paper issued by any corporation  organized under the laws of any state of the United States or any commercial bank  organized under the laws of the United States or any state thereof or any foreign bank, in  each case rated at least "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or  the then equivalent grade) by S&P.  "CERCLA" means the Comprehensive Environmental Response, Compensation  and Liability Act of 1980.  





 






15  \\4157-1107-4114  v16  "Change in Law" means the occurrence, after the date of this Agreement, of any  of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty,  (b) any change in any law, rule, regulation or treaty or in the administration,  interpretation, implementation or application thereof by any Governmental Authority or  (c) the making or issuance of any request, rule, guideline or directive (whether or not  having the force of law) by any Governmental Authority; provided that notwithstanding  anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer  Protection Act and all requests, rules, guidelines or directives thereunder or issued in  connection therewith and (y) all requests, rules, guidelines or directives promulgated by  the Bank for International Settlements, the Basel Committee on Banking Supervision (or  any successor or similar authority) or the United States or foreign regulatory authorities,  in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law",  regardless of the date enacted, adopted or issued.  "Change of Control" means 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 Equity Interests in AGCO (or other securities convertible  into such voting Equity Interests) representing thirty-five percent (35%) or more of the  combined voting power of all voting Equity Interests in AGCO; or (b) a majority of the  members of the Board of Directors of AGCO shall cease to be composed of individuals  (i) who were members of that Board of Directors of AGCO on the Agreement Date or (ii)  whose election to the Board of Directors of AGCO, 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 of AGCO who were either directors on the Agreement Date or  whose election or nomination for election was previously so approved.  "Class", when used in reference to any Loan or Borrowing, refers to whether such  Loan, or the Loans comprising such Borrowing, are Multicurrency Revolving Tranche  Loans or USD Revolving Tranche Loans, a given Tranche of Incremental Term Loans or  Swing Line Loans and, when used in reference to any Commitment, refers to whether  such Commitment is a Multicurrency Revolving Tranche Loan Commitment, USD  Revolving Tranche Loan Commitment, or Incremental Term Loan Commitment.  "Commitment" means a Revolving Loan Commitment, Incremental Term Loan  Commitment, or any combination thereof (as the context requires).  "Communications" has the meaning specified in Section 9.2(a).  "Computation Date" means the date on which the Equivalent Amount of any  Offshore Currency Loan is determined.  "Conforming Changes" means, with respect to either the use or administration of  Non-Base Rate Benchmark or the use, administration, adoption or implementation of any  Benchmark Replacement, any technical, administrative or operational changes (including  





 






16  \\4157-1107-4114  v16  changes to the definition of "Base Rate," the definition of "Business Day," the definition  of "U.S. Government Securities Business Day," the definition of "Interest Period" or any  similar or analogous definition (or the addition of a concept of "interest period"), timing  and frequency of determining rates and making payments of interest, timing of borrowing  requests or prepayment, conversion or continuation notices, the applicability and length  of lookback periods, the applicability of Section 10.2 and other technical, administrative  or operational matters) that the Administrative Agent decides may be appropriate to  reflect the adoption and implementation of any such rate or to permit the use and  administration thereof by the Administrative Agent in a manner substantially consistent  with market practice (or, if the Administrative Agent decides that adoption of any portion  of such market practice is not administratively feasible or if the Administrative Agent  determines that no market practice for the administration of any such rate exists, in such  other manner of administration as the Administrative Agent decides is reasonably  necessary in connection with the administration of this Agreement and the other Loan  Documents).  "Consolidated" refers to the consolidation of accounts in accordance with  Applicable Accounting Standards, except that, in the case of AGCO, notwithstanding  Applicable Accounting Standards, "Consolidated" shall refer to the consolidation of  accounts of AGCO and its Subsidiaries, with any Finance Company being accounted for  on an equity basis of accounting.  "Consolidated EBITDA" means, for any period, Consolidated Net Income for  such period, plus (a) without duplication and to the extent reflected as a charge in the  statement of such Consolidated Net Income for such period, the sum of (i) Consolidated  Net Interest Expense for such period, (ii) amounts in respect of taxes imposed on or  measured by income or excess profits (other than income taxes (either positive or  negative) attributable to extraordinary and non-recurring gains or losses on sales of  assets, to the extent such gains or losses are not included in the definition of Consolidated  Net Income), (iii) depreciation and amortization expense, (iv) extraordinary or non- recurring cash expenses, and (v) all other non-cash items reducing Consolidated Net  Income (other than items that will require cash payments and for which an accrual or  reserve is, or is required by Applicable Accounting Standards to be, made), minus (a) all  non-cash items or extraordinary or non-recurring gains increasing Consolidated Net  Income for such period, all as determined in accordance with Applicable Accounting  Standards.  "Consolidated Interest Expense" means, for any period, the interest expense of  AGCO and its Subsidiaries calculated on a consolidated basis for such period with  respect to all outstanding Indebtedness of AGCO and its Subsidiaries allocable to such  period in accordance with Applicable Accounting Standards (including, without  limitation, interest expense under Capitalized Leases that is treated as interest in  accordance with Applicable Accounting Standards, all commissions, discounts and other  fees and charges owed with respect to letters of credit and bankers' acceptance financing  and net costs under all interest rate swap agreements, interest rate cap agreements,  interest rate collar agreements and interest rate insurance to the extent such net costs are  allocable to such period in accordance with Applicable Accounting Standards).   





 






17  \\4157-1107-4114  v16  "Consolidated Interest Income" means, for any period, the sum of all amounts  that would be included, for purposes of determining Consolidated Net Income, as income  of AGCO and its Subsidiaries for such period in respect of interest payments by third  parties to AGCO and its Subsidiaries.  "Consolidated Net Income" means, for any period, the net income (or deficit) of  AGCO and its Subsidiaries for such period (taken as a cumulative whole), after deducting  all operating expenses, provisions for all taxes and reserves (including reserves for  deferred income taxes) and all other proper deductions, after eliminating all intercompany  transactions and after deducting portions of income properly attributable to minority  interests, if any, in the stock and surplus of Subsidiaries, provided that there shall be  excluded for purposes of calculating Consolidated Net Income:  (a) the income (or  deficit) of any Person (other than a Subsidiary) in which AGCO or any Subsidiary has an  ownership interest, except to the extent that any such income has been actually received  by AGCO or such Subsidiary in the form of cash dividends or similar distributions; (b)  the undistributed earnings of any Subsidiary to the extent that the declaration or payment  of dividends or similar distributions by such Subsidiary is not at the time permitted by the  terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or  governmental regulation applicable to such Subsidiary; (c) any aggregate net gain or  aggregate net loss during such period arising from the sale, exchange or other disposition  of capital assets (such term to include all fixed assets, whether tangible or intangible, all  Inventory sold in conjunction with the disposition of fixed assets, and all securities); (d)  any write-up of any asset, or any write-down of any asset other than Receivables or  Inventory; (e) any net gain from the collection of the proceeds of life insurance policies;  (f) any gain or loss arising from the acquisition of any securities, or the extinguishment,  under Applicable Accounting Standards, of any Indebtedness, of AGCO or any  Subsidiary; and (g) any net income or gain or any net loss during such period from any  change in accounting, from any discontinued operations or the disposition thereof, from  any extraordinary events or from any prior period adjustments.  "Consolidated Net Interest Expense" means, for any period, (a) Consolidated  Interest Expense for such period, minus (b) Consolidated Interest Income for such period.  "Consolidated Net Tangible Assets" means the total assets of AGCO and its  Subsidiaries on a Consolidated basis after deducting therefrom (a) all current liabilities  (except for indebtedness payable by its terms more than one year from the date of  incurrence thereof or renewable or extendible at the option of the obligor for a period  ending more than one year after such date of incurrence) and (b) all goodwill, trade  names, trademarks, franchises, patents, unamortized debt discount and expense,  organization and developmental expenses and other like segregated intangibles, all as  computed in accordance with Applicable Accounting Standards; provided, that any items  constituting deferred income taxes, deferred investment tax credit or other similar items  shall not be taken into account as a liability or as a deduction from or adjustment to total  assets.  





 






18  \\4157-1107-4114  v16  "Continuation", "Continue" and "Continued" each refer to a continuation of a  Non-Base Rate Loan at the end of its Interest Period into a Non-Base Rate Loan with a  new Interest Period pursuant to Section 2.7.  "Conversion", "Convert" and "Converted" each refer to a conversion of Loans of  one Type into Loans of the other Type pursuant to Section 2.7.  "Currency Exchange Excess" has the meaning specified in Section 2.4.  "DCC" means Dutch Civil Code (Burgerlijk Wetboek).  "Debtor Relief Laws" means the Bankruptcy Code and any other laws relating to  the liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,  moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor  relief laws in any other country or jurisdiction (including, without limitation, the United  Kingdom Insolvency Act of 1986), as the same may now or hereafter be amended, and  including any successor bankruptcy, insolvency, receivership or similar debtor relief laws  now or hereafter in effect.  "Default" means any of the events specified in Section 7.1 regardless of whether  there shall have occurred any passage of time or giving of notice (or both) that would be  necessary in order to constitute such event an Event of Default.  "Default Rate" means a simple per annum interest rate equal to, (a) with respect  to outstanding principal, the sum of (i) the Base Rate or Non-Base Rate Benchmark, as  applicable, plus (ii) the highest Applicable Margin, plus (iii) two percent (2%), and (b)  with respect to all other Obligations, the sum of (i) the Base Rate, plus (ii) the highest  Applicable Margin, plus (iii) two percent (2%).  "Defaulting Lender" means, subject to Section 2.11(f), any Lender that (a) has  failed to (i) fund all or any portion of its Loans within two Business Days of the date such  Loans were required to be funded hereunder unless such Lender notifies the  Administrative Agent and the Borrowers in writing that such failure is the result of such  Lender's good faith reasonable determination that one or more conditions precedent to  funding (each of which conditions precedent, together with any applicable default, shall  be specifically identified in such writing) has not been satisfied, or (ii) pay to the  Administrative Agent, any Issuing Bank, the Swing Line Bank or any other Lender any  other amount required to be paid by it hereunder (including in respect of its participation  in Letters of Credit or Swing Line Loans) within two Business Days of the date when  due, (b) has notified the Borrowers, the Administrative Agent, any Issuing Bank or the  Swing Line Bank in writing that it does not intend to comply with its funding obligations  hereunder, or has made a public statement to that effect (unless such writing or public  statement relates to such Lender's obligation to fund a Loan hereunder and states that  such position is based on such Lender's good faith reasonable determination that a  condition precedent to funding (which condition precedent, together with any applicable  default, shall be specifically identified in such writing or public statement) cannot be  satisfied), (c) has failed, within three Business Days after written request by the  





 






19  \\4157-1107-4114  v16  Administrative Agent or the Borrowers, to confirm in writing to the Administrative  Agent and the Borrowers that it will comply with its prospective funding obligations  hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to  this clause (c) upon receipt of such written confirmation by the Administrative Agent and  the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become  the subject of a proceeding under any Debtor Relief Laws, (ii) had appointed for it a  receiver, custodian, conservator, trustee, administrator, assignee for the benefit of  creditors or similar Person charged with reorganization or liquidation of its business or  assets, including the Federal Deposit Insurance Corporation or any other state or federal  regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In  Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the  ownership or acquisition of any Equity Interest in that Lender or any direct or indirect  parent company thereof by a Governmental Authority so long as such ownership interest  does not result in or provide such Lender with immunity from the jurisdiction of courts  within the United States or from the enforcement of judgments or writs of attachment on  its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,  disavow or disaffirm any contracts or agreements made with such Lender.  Any  determination by the Administrative Agent that a Lender is a Defaulting Lender under  any one or more of clauses (a) through (d) above shall be conclusive and binding absent  manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to  Section 2.11(f)) upon delivery of written notice of such determination to AGCO, each  Issuing Bank, the Swing Line Bank and each Lender.  "Designated Borrower" has the meaning specified in Section 2.13.  "Designated Borrower Notice" has the meaning specified in Section 2.13.  "Designated Borrower Request and Assumption Agreement" has the meaning  specified in Section 2.13.  "Domestic Borrower" means AGCO and any other Borrower that is a Domestic  Subsidiary.   "Domestic Subsidiary" means a Subsidiary of AGCO that is organized or formed  under the laws of the United States or any jurisdiction thereof.  "EEA Financial Institution" means (a) any credit institution or investment firm  established in any EEA Member Country which is subject to the supervision of an EEA  Resolution Authority, (b) any entity established in an EEA Member Country which is a  parent of an institution described in clause (a) of this definition, or (c) any financial  institution established in an EEA Member Country which is a subsidiary of an institution  described in clause (a) or (b) of this definition and is subject to consolidated supervision  with its parent.  "EEA Member Country" means any of the member states of the European Union,  Iceland, Liechtenstein, and Norway.  





 






20  \\4157-1107-4114  v16  "EEA Resolution Authority" means any public administrative authority or any  Person entrusted with public administrative authority of any EEA Member Country  (including any delegee) having responsibility for the resolution of any EEA Financial  Institution.  "Eligible Assignee" means any Person other than (a) any Borrower or any  Affiliate or Subsidiary of a Borrower, (b) a natural person, or (c) any Defaulting Lender  or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would  constitute any of the foregoing Persons described in this clause (c).  "EMU Legislation" means the legislative measures of the European Council for  the introduction of, changeover to or operation of a single or unified European currency.   "Environmental Action" means any administrative, regulatory, or judicial action,  suit, demand, demand letter, claim, notice of non-compliance or violation, investigation,  proceeding, consent order or consent agreement relating in any way to any  Environmental Law (including any permit, approval, license, or other authorization  required under any Environmental Law) including, without limitation (a) any claim by  any governmental or regulatory authority for enforcement, cleanup, removal, response,  remedial or other actions or damages pursuant to any Environmental Law, and (b) any  claim by any third party seeking damages, contribution, indemnification, cost recovery,  compensation or injunctive relief resulting from Hazardous Materials or arising from  alleged injury or threat of injury to the environment or, to public health and welfare in  respect of Hazardous Materials.  "Environmental Law" means, with respect to any property or Person, any federal,  state, provincial, local or foreign law, rule, regulation, order, writ, judgment, injunction,  decree, determination or award applicable to such property or Person relating to the  environment, public health and welfare in respect of Hazardous Materials, including,  without limitation, to the extent applicable to such property or Person, CERCLA, the  Resource Conservation and Recovery Act, the Hazardous Materials Transportation Act,  the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, the Safe  Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide and  Rodenticide Act and the Occupational Safety and Health Act, as any of the foregoing  may be from time to time amended, supplemented or otherwise modified.  "Equity Interests" means shares of the capital stock (including common and  preferred shares), partnership interests, membership interest in a limited liability  company, beneficial interests in a trust or other equity interests in a Person.  "Equivalent Amount" means (a) whenever this Agreement requires or permits a  determination on any date of the equivalent in U.S. Dollars of an amount expressed in an  Offshore Currency, the equivalent amount in U.S. Dollars of such amount expressed in an  Offshore Currency as determined by the Administrative Agent on such date on the basis  of the Spot Rate for the purchase of U.S. Dollars with such Offshore Currency on the  relevant Computation Date provided for hereunder; or (b) whenever this Agreement  requires or permits a determination on any date of the equivalent amount in an Offshore  





 






21  \\4157-1107-4114  v16  Currency of such amount expressed in U.S. Dollars, the equivalent amount in such  Offshore Currency of such amount expressed in U.S. Dollars as determined by the  Administrative Agent on such date on the basis of the Spot Rate for the purchase of such  Offshore Currency with U.S. Dollars on the relevant Computation Date provided for  hereunder.  "ERISA" means the Employee Retirement Income Security Act of 1974, as  amended, supplemented or otherwise modified from time to time, and the regulations  promulgated and rulings issued thereunder.  "ERISA Affiliate" of any Person means any other Person that for purposes of  Title IV of ERISA is a member of such Person's controlled group, or under common  control with such Person, within the meaning of Section 414 of the Internal Revenue  Code.  "ERISA Event" with respect to any Person means:  (a) either (i) the occurrence of a reportable event, within the meaning  of Section 4043 of ERISA, with respect to any Plan for which such Person or any of its  ERISA Affiliates is the plan administrator or the contributing sponsor, as defined in  Section 4001(a)(13) of ERISA unless the thirty (30)-day notice requirement with respect  to such event has been waived by the PBGC, or (ii) the requirements of subsection (b) of  Section 4043 of ERISA (without regard to subsection (2) of such Section) are met with  respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan,  and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of  ERISA is reasonably expected to occur with respect to such Plan within the following  thirty (30) days;  (b) the provision by the administrator of any Plan of such Person or  any of its ERISA Affiliates of a notice of intent to terminate such Plan, pursuant to  Section 4041(a)(2) of ERISA (including any such notice with respect to a plan  amendment referred to in Section 4041(e) of ERISA);  (c) the cessation of operations at a facility of such Person or any of its  ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA;  (d) the withdrawal by such Person or any of its ERISA Affiliates from  a Multiple Employer Plan during a plan year for which it was a substantial employer, as  defined in Section 4001(a)(2) of ERISA;  (e) the failure by such Person or any of its ERISA Affiliates to make a  payment to a Plan required under Section 303(k) of ERISA or Internal Revenue Code  Section 430(k);  (f) a Plan subject to Title IV or ERISA is in "at risk status" within the  meaning of Internal Revenue Code Section 430(i), or a Multiemployer Plan is in  "endangered status" or "critical status" within the meaning of Internal Revenue Code  Section 432(b); or  





 






22  \\4157-1107-4114  v16  (g) the institution by the PBGC of proceedings to terminate a Plan of  such Person or any of its ERISA Affiliates, pursuant to Section 4042 of ERISA, or the  occurrence of any event or condition described in Section 4042 of ERISA that could  constitute grounds for the termination of, or the appointment of a trustee to administer,  such Plan.  "Erroneous Payment" has meaning set forth in Section 8.11(a).   "Erroneous Payment Deficiency Assignment" has meaning set forth in Section  8.11(d).  "Erroneous Payment Impacted Class" has meaning set forth in Section 8.11(d).  "Erroneous Payment Return Deficiency" has meaning set forth in Section  8.11(d).  "Erroneous Payment Subrogation Rights" has meaning set forth in Section  8.11(d).  "EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule  published by the Loan Market Association (or any successor Person), as in effect from  time to time.  "Euro Loan" means a Loan denominated in Euros.  "European Term Loan Credit Agreement" means that certain Credit Agreement  dated April 26, 2016, by and among, AGCO International GmbH, as borrower, AGCO  and Coöperatieve Rabobank U.A., Antwerp Branch, as administrative agent for the  lenders.  "Euros" and the designation "€" each mean the lawful currency of the  "participating member states" (as described in the EMU Legislation) introduced in  accordance with the EMU Legislation.  "Event of Default" has the meaning specified in Section 7.1.  "Excluded Taxes" means, any of the following Taxes imposed on or with respect  to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a)  Taxes imposed on or measured by net income (however denominated), and franchise  Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient  being organized under the laws of, or having its principal office or, in the case of any  Lender, its lending office located in, the jurisdiction imposing such Tax (or any political  subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender,  U.S. federal withholding Taxes imposed on amounts payable to or for the account of such  Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law  in effect on the date on which (x) such Lender acquires such interest in the Loan or  Commitment (other than pursuant to an assignment request by the Borrower under  Section 10.5) or (y) such Lender changes its lending office, except in each case to the  





 






23  \\4157-1107-4114  v16  extent that, pursuant to Section 10.4, amounts with respect to such Taxes were payable  either to such Lender's assignor immediately before such Lender became a party hereto or  to such Lender immediately before it changed its lending office, (c) Taxes attributable to  such Recipient's failure to comply with Section 10.4(e), and (d) any U.S. federal  withholding Taxes imposed under FATCA.  "Existing Maturity Date" has the meaning set forth in Section 2.15.  "Extended Maturity Date" has the meaning assigned to such term in Section  2.15(a).  "Extending Lender" has the meaning assigned to such term in Section 2.15(b).  "Extension Date" means the date upon which the conditions precedent to the  effectiveness of an extension of the Maturity Date set forth in Section 2.15(f) have been  satisfied.  "Farm Credit Bank" means a lending institution organized and existing pursuant  to the provisions of the Farm Credit Act of 1971 and under the regulation of the Farm  Credit Administration.  "FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of  the date of this Agreement (or any amended or successor version that is substantively  comparable and not materially more onerous to comply with) and any current or future  regulations or official interpretations thereof, and any agreements entered into pursuant to  Section 1471(b)(1) of the Internal Revenue Code and any intergovernmental agreement  between the United States and another jurisdiction implementing the foregoing (or any  law, regulations or other official administrative interpretation implementing such  intergovernmental agreement).  "Federal Funds Effective Rate" means, for any day, the greater of (a) the  weighted average of the rates on overnight federal funds transactions with members of  the Federal Reserve System, as published on the next succeeding Business Day by the  Federal Reserve Bank of New York, or, if such rate is not so published for any day that is  a Business Day, the average of the quotations for such day for such transactions received  by Administrative Agent from three federal funds brokers of recognized standing selected  by it, and (b) 0%.  "Federal Reserve Bank of New York's Website" means the website of the Federal  Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.   "Fee Letter" means the fee letter, dated as of the date hereof, from Rabobank to  AGCO.  "Finance Company" means any of AGCO Finance LLC, AGCO Finance Canada,  Ltd., Agricredit Ltd., Agricredit Ltd. Ireland, Agricredit S.N.C., Agricredit GmbH,  Agricredit do Brasil, Ltda. and any other Person (a) not a Subsidiary of AGCO, (b) in  





 






24  \\4157-1107-4114  v16  whom AGCO or its Subsidiaries holds an Investment, and (c) which is engaged primarily  in the business of providing retail financing to purchasers of agricultural equipment.  "Fiscal Quarter" means each three (3) month period beginning on the first day of  each of the following months: January, April, July and October.  "Fiscal Year" means a year commencing on January 1 and ending on December  31.  "Floor" means a rate of interest equal to 0%.  "Foreign Government Scheme or Arrangement" has the meaning specified in  Section 4.1(l).  "Foreign Plan" has the meaning specified in Section 4.1(l).  "Foreign Subsidiary" means a Subsidiary of AGCO not organized under the laws  of the United States or any jurisdiction thereof.  "Fronting Exposure" means, at any time any Revolving Loan Lender is a  Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender's Pro  Rata Share of the outstanding L/C Obligations with respect to Letters of Credit issued by  such Issuing Bank other than L/C Obligations as to which such Defaulting Lender's  participation obligation has been reallocated to other Lenders or Cash Collateralized in  accordance with the terms hereof, and (b) with respect to the Swing Line Bank, such  Defaulting Lender's Pro Rata Share of outstanding Swing Line Loans made by the Swing  Line Bank other than Swing Line Loans as to which such Defaulting Lender's  participation obligation has been reallocated to other Lenders.  "Funded Debt" means without double-counting, with respect to AGCO on a  Consolidated basis, as of any date of determination, all obligations of the type described  in clauses (a) through (d) of the definition of "Indebtedness" set forth in Article 1 and any  Guaranty of any of the foregoing for which a demand for payment has been received, and  specifically including, without limitation, the amount of Outstandings hereunder.  "GAAP" means generally accepted accounting principles in the United States of  America as in effect from time to time as set forth in the opinions and pronouncements of  the Accounting Principles Board and the American Institute of Certified Public Accounts  and the statements and pronouncements of the Financial Accounting Standards Board  which are applicable to the circumstances as of the date of determination consistently  applied.  "Governmental Authority" means the government of the United States of  America or any other nation or supra-national body, or of any political subdivision  thereof, whether state, provincial or local, and any agency, authority, instrumentality,  regulatory body, court, central bank or other entity exercising executive, legislative,  judicial, taxing, regulatory or administrative powers or functions of or pertaining to  





 






25  \\4157-1107-4114  v16  government (including any supra-national bodies such as the European Union or the  European Central Bank).  "Guarantors" means (a) each Domestic Subsidiary of AGCO that is a Material  Subsidiary on the Prior Agreement Date and each of the other Persons listed under the  heading of "Guarantor" on Schedule G hereof, and (b) each other Person that delivers a  Guaranty Agreement at any time thereafter in compliance with Section 2.13(a) or 5.11.  "Guaranty" or "Guaranteed," as applied to any Indebtedness, lease or other  obligations (each a "primary obligation"), means and includes (a) any guaranty, direct or  indirect, in any manner, of any part or all of such primary obligation, and (b) any  agreement, direct or indirect, contingent or otherwise, the practical effect of which is to  assure in any way the payment or performance (or payment of damages in the event of  non-performance) of any part or all of such primary obligation, including, without  limiting the foregoing, any reimbursement obligations as to amounts drawn down by  beneficiaries of outstanding letters of credit, and any obligation of such Person (the  "primary obligor"), whether or not contingent, (i) to purchase any such primary  obligation or any property or asset constituting direct or indirect security therefor, (ii) to  advance or supply funds (1) for the purchase or payment of such primary obligation or  (2) to maintain working capital, equity capital or the net worth, cash flow, solvency or  other balance sheet or income statement condition of any other Person, (c) to purchase  property, assets, securities or services primarily for the purpose of assuring the owner or  holder of any primary obligation of the ability of the primary obligor with respect to such  primary obligation to make payment thereof or (d) otherwise to assure or hold harmless  the owner or holder of such primary obligation against loss in respect thereof; provided,  however, "Guaranty" shall not include non-binding comfort letters limited to corporate  intent or policies.  "Guaranty Agreements" means the guaranty agreements, guaranty and indemnity  deeds, and other similar agreements delivered on the Agreement Date by each of the  Persons listed under the heading of "Guarantor" on Schedule G hereto, guaranteeing or  providing an indemnity for the obligations described on Schedule G hereto, and any other  agreement delivered after the Agreement Date (including by way of supplement or  amendment to any guaranty or indemnity agreement) by any Person providing an  indemnity or guaranty of all or any part of the Obligations, in each case as amended,  supplemented or modified from time to time in accordance with its terms.  "Hazardous Materials" means any pollutants, contaminants, toxic or hazardous  substances, materials, wastes, constituents, compounds, chemicals, natural or manmade  elements or forces (including, without limitation, petroleum or any by-products or  fractions thereof, any form of natural gas, lead, asbestos and asbestos-containing  materials building construction materials and debris, polychlorinated biphenyls and  polychlorinated biphenyls-containing equipment, radon and other radioactive elements,  ionizing radiation, electromagnetic field radiation and other non-ionizing radiation, sonic  forces and other natural forces, infectious, carcinogenic, mutagenic, or etiologic agents,  pesticides, defoliants, explosives, flammables, corrosives and urea formaldehyde foam  





 






26  \\4157-1107-4114  v16  insulation) that are regulated by, or may now or in the future form the basis of liability  under, any Environmental Laws.  "Hedging Obligations" means obligations under any agreement with respect to  any cap, swap, collar, forward, listed future or derivative transaction or option or similar  agreement involving, or settled by reference to, one or more interest rates, currency  exchange rates, or commodity prices, and designed to provide protection against  fluctuations in interest rates, currency exchange rates or commodity prices, whether or  not any such transaction is governed by or subject to any master agreement.  "IFRS" means the International Financial Reporting Standards, as promulgated  by the International Accounting Standards Board.  "Incremental Revolving Commitment" has the meaning assigned to such term in  Section 2.14(a).  "Incremental Term Loan" has the meaning specified in Section 2.14(a).  "Incremental Term Loan Borrowing" means a borrowing consisting of  simultaneous Incremental Term Loans of the same Tranche made to a Borrower.  "Incremental Term Loan Commitment" means at any time, with respect to each  Lender, for any Tranche of Incremental Term Loans, the initial amount of the  Incremental Term Loan such Lender funds for each such Tranche, pursuant to and in  accordance with Section 2.14.   "Incremental Term Loan Lender" means any Lender that has outstanding  Incremental Term Loans.  "Indebtedness" means, with respect to any Person on any date of determination  (without duplication):  (a) the principal of and premium (if any) in respect of (i)  indebtedness of such Person for money borrowed and (ii) indebtedness evidenced by  notes, debentures, bonds or other similar instruments for the payment of which such  Person is responsible or liable; (b) all obligations under Capitalized Leases of such  Person; (c) all obligations of such Person issued or assumed as the deferred purchase  price of property or services, all conditional sale obligations of such Person and all  obligations of such Person under any title retention agreement (excluding trade accounts  payable and accrued liabilities arising in the ordinary course of business but only if and  so long as such accounts are payable on trade terms customary in the industry); (d) all  obligations of such Person for the reimbursement of any obligor on any letter of credit,  banker's acceptance or similar credit transaction (other than obligations with respect to  letters of credit securing obligations (other than obligations described in (a) through (c)  above) entered into in the ordinary course of business of such Person to the extent such  letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is  reimbursed no later than the tenth Business Day following receipt by such Person of a  demand for reimbursement following payment on the letter of credit); (e) the amount of  all obligations of such Person with respect to the redemption, repayment or other  repurchase of the Equity Interests in such Person; (f) all obligations of the type referred to  





 






27  \\4157-1107-4114  v16  in clauses (a) through (e) above of other Persons and all dividends of other Persons for  the payment of which, in either case, such Person is responsible or liable, directly or  indirectly, as obligor, guarantor or otherwise, including by means of any Guaranty; and  (g) all obligations of the type referred to in clauses (a) through (f) above of other Persons  secured by any Lien on any property or asset of such Person (whether or not such  obligation is assumed by such Person), the amount of such obligation being deemed to be  the lesser of the value of such property or assets or the amount of the obligation so  secured.  The amount of Indebtedness of any Person at any date shall be the outstanding  balance at such date of all unconditional obligations as described above and the  maximum liability, upon the occurrence of the contingency giving rise to the obligation,  of any contingent obligations as described above at such date; provided, however, that  Indebtedness under New Market Tax Credit Transactions shall be calculated on a basis  that is net of the principal amount plus capitalized interest of any leverage loan made by  AGCO or any of its Subsidiaries in such New Market Tax Credit Transaction.  For  purposes of this Agreement, Indebtedness, with respect to any Person as of any date,  means the actual amount of Indebtedness then outstanding with respect to which such  Person is then liable without deduction for any discount therefrom as may be reflected on  such Person's financial statements to reflect the value of any warrants or other equity  securities that may be issued together with such Indebtedness.  Notwithstanding the  foregoing, for all purposes other than the definition of "Permitted Liens" and Section 6.2  of this Agreement, Indebtedness shall not include (a) obligations incurred in connection  with Tax Incentive Transactions or (b) the factoring of Receivables permitted hereunder,  provided that the Receivables subject to such factoring arrangement are not required  under Applicable Accounting Standards to be included on the Consolidated balance sheet  of AGCO and its Subsidiaries.  "Indemnified Party" has the meaning specified in Section 9.4.  "Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or  with respect to any payment made by or on account of any obligation of any Loan Party  under any Loan Document and (b) to the extent not otherwise described in (a), Other  Taxes.  "Initial Borrower" and "Initial Borrowers" have the respective meanings  specified in the introductory paragraph of this Agreement.  "Insufficiency" means, with respect to any Plan, the amount, if any, of its  unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.  "Interest Coverage Ratio" means, on any date of determination, the ratio of  (a) Consolidated EBITDA for the most recent Fiscal Quarter of AGCO for which  financial statements have been delivered to the Administrative Agent pursuant to Section  5.1(a) or (b) and for the three complete Fiscal Quarters of AGCO immediately preceding  such Fiscal Quarter to (b) Consolidated Interest Expense for the most recent Fiscal  Quarter of AGCO for which financial statements have been delivered to the  Administrative Agent pursuant to Section 5.1(a) or (b) and for the three complete Fiscal  Quarters of AGCO immediately preceding such Fiscal Quarter.  





 






28  \\4157-1107-4114  v16  "Interest Period" means, as to any Non-Base Rate Loan or Borrowing that is a  Non-Base Rate Loan, the period commencing on the date thereof and ending on the  numerically corresponding day in the calendar month that is one, three, or six months  thereafter (in each case, subject to the availability thereof), as specified in the applicable  Notice of Borrowing or notice of Conversion or Continuation; provided that (a) if any  Interest Period would end on a day other than a Business Day, such Interest Period shall  be extended to the next succeeding Business Day unless such next succeeding Business  Day would fall in the next calendar month, in which case such Interest Period shall end  on the next preceding Business Day, (b) any Interest Period that commences on the last  Business Day of a calendar month (or on a day for which there is no numerically  corresponding day in the last calendar month of such Interest Period) shall end on the last  Business Day of the last calendar month of such Interest Period, (c) no Interest Period  shall extend beyond any maturity date applicable to such Class of Loans and (d) no tenor  that has been removed from this definition pursuant to Section 10.1(h)(iii)(D) shall be  available for specification in such Notice of Borrowing or notice of Conversion or  Continuation.  For purposes hereof, the date of a Loan or Borrowing initially shall be the  date on which such Loan or Borrowing is made and thereafter shall be the effective date  of the most recent conversion or continuation of such Loan or Borrowing.  "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended  from time to time, and the regulations promulgated and rulings issued thereunder.  "Inventory" means, with respect to any Person, all "inventory" as that term is  defined in the Uniform Commercial Code, including, without limitation, all goods,  merchandise and other personal property owned and held for sale in the ordinary course  of its business, and all raw materials, work or goods in process, materials and supplies of  every nature which contribute to the finished products of such Person.  "Investment" by any Person in any other Person means any direct or indirect  advance, loan (other than advances to wholesale or retail customers in the ordinary course  of business that are recorded as Receivables on the balance sheet of such Person) or other  extensions of credit (including by way of Guaranty or similar arrangement) or capital  contributions to (by means of any transfer of cash or other property to others or any  payment for property or services for the account or use of others), or any purchase or  acquisition of Equity Interests, Indebtedness or other similar instruments issued by such  Person.  "IRS" means the United States Internal Revenue Service.  "Issuing Bank" means (a) Rabobank, in its capacity as an issuer of Letters of  Credit hereunder, and its successors in such capacity as provided in Section 9.6, and (b)  any other Multicurrency Revolving Tranche Loan Lender hereunder, which, at the  request of AGCO, agrees and in such Multicurrency Revolving Tranche Loan Lender's  sole discretion, issues one or more Letters of Credit hereunder for the accounts of one or  more of the Borrowers; provided that with respect to each such Multicurrency Revolving  Tranche Loan Lender described in this clause (b), such Multicurrency Revolving Tranche  Loan Lender shall be deemed to be an "Issuing Bank" hereunder for all purposes but  





 






29  \\4157-1107-4114  v16  solely with respect to the Letters of Credit issued by such Multicurrency Revolving  Tranche Loan Lender hereunder and the L/C Obligations arising thereunder.  "L/C Cash Collateral Account" has the meaning specified in Section 7.3.  "L/C Obligations" any time, an amount equal to the sum of (a) the aggregate  principal Available Amount of all Letters of Credit denominated in U.S. Dollars and the  Equivalent Amount of the Available Amount of all Letters of Credit denominated in  Offshore Currencies, in either case outstanding on such date of determination, and (b) the  aggregate amount of all Letter of Credit Advances in U.S. Dollars and the Equivalent  Amount of all Letter of Credit Advances in Offshore Currencies, in either case on  outstanding on such date of determination and that have not then been reimbursed.  "L/C Related Documents" has the meaning specified in Section 2.10(d).  "Lender Decision Date" has the meaning set forth in Section 2.15.  "Lenders" means each of the Persons identified on the signature pages as a  "Multicurrency Revolving Tranche Loan Lender", or a "USD Revolving Tranche Loan  Lender", the New Lenders, and any Additional Lenders in connection with an  Incremental Term Loan.  Unless the context requires otherwise, the term "Lenders"  includes the Swing Line Bank.  "Letter of Credit" has the meaning specified in Section 2.10; provided, however,  no letter of credit issued by an Issuing Bank (other than a Person that is also the  Administrative Agent) shall be deemed a "Letter of Credit" for purposes of this  Agreement unless and until the Administrative Agent shall have received written notice  thereof from such Issuing Bank as required pursuant to Section 2.10(b)(i).  "Letter of Credit Advance" means an advance made by an Issuing Bank pursuant  to Section 2.10(c).  "Letter of Credit Agreement" has the meaning specified in Section 2.10(b).  "Letter of Credit Commitment" means the obligation of Rabobank, in its capacity  as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided  in Section 9.6, to issue Letters of Credit hereunder; provided such obligations shall not  exceed in the aggregate the amount of the Letter of Credit Subfacility.  "Letter of Credit Subfacility" means the aggregate Available Amounts of Letters  of Credit the Issuing Banks may issue pursuant to Section 2.10, which shall not exceed  US$50,000,000.  "Lien" means, with respect to any property, any mortgage, lien, pledge,  assignment by way of security, charge, hypothec, security interest, title retention  agreement, levy, execution, seizure, attachment, garnishment, or other encumbrance of  any kind in respect of such property, whether or not choate, vested, or perfected.  





 






30  \\4157-1107-4114  v16  "Loan" or "Loans" means, as applicable, a Revolving Loan, an Incremental Term  Loan, a Swing Line Loan or a Letter of Credit Advance.  "Loan Documents" means this Agreement, the Guaranty Agreements, all L/C  Related Documents, the Fee Letter, each Notice of Borrowing, each Notice of Issuance,  each Designated Borrower Request and Assumption Agreement, each Notice of  Incremental Facility, and all other documents, instruments, certificates, and agreements  executed or delivered by AGCO or its Subsidiaries in connection with or pursuant to this  Agreement.  "Loan Parties" means the Borrowers and the Guarantors.  "Margin Stock" has the meaning specified in Regulation U.  "Material Acquisition" means the purchase of property or assets, or acquisition of  Equity Interests, in each case by AGCO or any Subsidiary in any transaction, that  involves consideration equal to or in excess of $300,000,000 for such transaction.  "Material Adverse Effect" means, as of any date of determination, a material  adverse effect on (a) the business, financial condition, assets, liabilities, or operations of  AGCO and its Subsidiaries, taken as a whole, (b) the material rights and remedies of the  Administrative Agent or any Lender under any Loan Document, or (c) the ability of  AGCO and the other Loan Parties, taken as a whole, to perform their payment obligations  under the Loan Documents.  "Material Subsidiary" means, as of any time of determination, any direct or  indirect Subsidiary of AGCO that meets any of the following conditions (including as a  result of any acquisition, Investment, merger, reorganization, transfer of assets, or other  change in circumstances):  (a) AGCO's and its other Subsidiaries' proportionate share of the total  assets, in the aggregate (after intercompany eliminations), of such Subsidiary (and its  Subsidiaries) exceeds ten percent (10%) of the total assets of AGCO and its Subsidiaries  Consolidated as of the end of the most recently completed Fiscal Quarter; or  (b) AGCO's and its other Subsidiaries' equity in the income from  continuing operations, in the aggregate, before income taxes, extraordinary items and  cumulative effect of a change in accounting principles of such Subsidiary (and its  Subsidiaries) exceeds ten percent (10%) of such income of AGCO and its Subsidiaries  Consolidated for the most recently completed Fiscal Year.  "Maturity Date" means the fifth anniversary of the Agreement Date, subject to  extension in accordance with Section 2.15.  "Minimum Collateral Amount" means, at any time, (a) with respect to Cash  Collateral consisting of cash or deposit account balances, an amount equal to 105% of the  Fronting Exposure of all Issuing Banks with respect to Letters of Credit outstanding at  





 






31  \\4157-1107-4114  v16  such time, and (b) otherwise, an amount determined by the Administrative Agent and the  Issuing Banks in their sole discretion.  "Moody's" means Moody's Investors Service, Inc. and it successors.  "Multicurrency Revolving Tranche Loan" has the meaning specified in Section  2.1(b).  "Multicurrency Revolving Tranche Loan Borrowing" means (a) Multicurrency  Revolving Tranche Loans of the same Class and Type made, converted or continued on  the same date, and in the case of Non-Base Rate Loans, having the same Interest Period,  or (b) a Swing Line Loan.  "Multicurrency Revolving Tranche Loan Commitment" means at any time, with  respect to each Multicurrency Revolving Tranche Loan Lender, the commitment, if any,  of such Multicurrency Revolving Tranche Loan Lender to make Multicurrency  Revolving Tranche Loans and to acquire participations in Letters of Credit and Swing  Line Loans hereunder, expressed as an amount representing the maximum aggregate  amount of such Multicurrency Revolving Tranche Loan Lender's Multicurrency  Revolving Tranche Loan Exposure at such time hereunder, as such commitment may be  (a) reduced from time to time pursuant to Section 2.3, and (b) reduced or increased from  time to time pursuant to assignments by or to such Multicurrency Revolving Tranche  Loan Lender pursuant to Section 9.6.  The initial amount of each Multicurrency  Revolving Tranche Loan Lender's Multicurrency Revolving Tranche Loan Commitment  is set forth below its name on its signature page hereto or, if such Lender has entered into  one or more Assignments and Assumptions, set forth for such Lender in the Register  maintained by the Administrative Agent pursuant to Section 9.6(d).  The initial aggregate  amount of all Multicurrency Revolving Tranche Loan Lenders' Multicurrency Revolving  Tranche Loan Commitments is $925,000,000 and, for the avoidance of doubt, the amount  of each USD Revolving Tranche Loan Lenders' Multicurrency Revolving Tranche Loan  Commitment is $0.  "Multicurrency Revolving Tranche Loan Exposure" means, as to any  Multicurrency Revolving Tranche Loan Lender at any time, the aggregate principal  amount at such time of its outstanding Multicurrency Revolving Tranche Loans.  "Multicurrency Revolving Tranche Loan Lenders" means each Person identified  on the signature pages hereto as a "Multicurrency Revolving Tranche Loan Lender".   Unless the context requires otherwise, the term "USD Revolving Tranche Loan Lenders"  includes the Swing Line Bank.  "Multicurrency Revolving Tranche Loan Outstandings" means, on any date of  determination, the sum of:  (a) the aggregate principal amount of all Swing Line Loans made to  AGCO;  





 






32  \\4157-1107-4114  v16  (b) the aggregate principal amount of all outstanding Multicurrency Revolving Tranche Loans; and  (c) the outstanding L/C Obligations.  "Multiemployer Plan" of any Person means a multiemployer plan, as defined in  Section 4001(a)(3) of ERISA, that is subject to ERISA and to which such Person or any  of its ERISA Affiliates is making or accruing an obligation to make contributions, or has  within any of the preceding five (5) plan years made or accrued an obligation to make  contributions.  "Multiple Employer Plan" of any Person means a single employer plan, as  defined in Section 4001(a)(15) of ERISA, that is subject to ERISA and (a) is maintained  for employees of such Person or any of its ERISA Affiliates and at least one Person other  than such Person and its ERISA Affiliates or (b) was so maintained and in respect of  which such Person or any of its ERISA Affiliates could have liability under Section 4064  or 4069 of ERISA in the event such plan has been or were to be terminated.  "Net Leverage Ratio" means, at any date of determination, the ratio of (a) the  average of the amounts, calculated as of the last day of each Fiscal Quarter for the four  Fiscal Quarter period then ended, equal to (i) the principal amount of Funded Debt  outstanding as of the last day of such Fiscal Quarter minus (ii) the total amount of Cash  Equivalents on the Consolidated books of AGCO as of the last day of such Fiscal  Quarter, to (b) Consolidated EBITDA for the four Fiscal Quarter period most recently  ended for which financial statements have been delivered to the Administrative Agent  pursuant to Sections 5.1(a) and (b).  "New Lenders" means, collectively, (i) American AgCredit, PCA, (ii) Bank of  America, N.A., (iii) BNP Paribas, New York Branch, (iv) Farm Credit Mid-America,  PCA, (v) Farm Credit Bank of Texas, and (vi) Horizon Farm Credit, ACA.   "New Market Tax Credit Transactions" means a transaction using "new market  tax credits" provided by Section 45D of the Internal Revenue Code, in which (a) a  wholly-owned Domestic Subsidiary of AGCO receives two loans from a qualified  "community development entity" (the "NMTC Lender") owned 99.99% by a third-party  tax credit investor (the "NMTC Investor") consisting of (i) an "A Loan" which is  indirectly funded by a loan made by AGCO to the NMTC Investor (the "Leverage  Loan") and (ii) a "B Loan" funded indirectly by a capital contribution from the NMTC  Investor's parent, the proceeds of each of which are used to finance or refinance the costs  incurred by such Domestic Subsidiary in connection with the expansion of certain  manufacturing and warehouse facilities of such Domestic Subsidiary, (b) such loans are  secured by substantially all of the assets of such Domestic Subsidiary, (c) payments on  the A Loan and the B Loan are sufficient to provide all debt service on the Leverage  Loan, and (d) the principal amount of the B Loan is expected to be forgiven at the end of  the seven-year "new markets tax credit" compliance period under the Internal Revenue  Code if the NMTC Investor exercises its put right requiring AGCO to buy its ownership  interest in the NMTC Lender for $1,000. 





 






33  \\4157-1107-4114  v16  "Non-Base Rate Benchmark" means with respect to (x) Agreed Alternative  Currency Loans, the benchmark described in clause (b) of the definition of Offshore  Currency Benchmark Rate, (y) Euro Loans, the benchmark described in clause (a) of the  definition of Offshore Currency Benchmark Rate, and (z) USD Loans, Term SOFR.   "Non-Base Rate Loan" means a Loan that does not bear interest based on the  Base Rate and shall include, for the avoidance of doubt, Agreed Alternative Currency  Loans, Euro Loans, and SOFR Loans.   "Non-Consenting Lender" means any Lender that does not approve any consent,  waiver or amendment that (a) requires the approval of all affected Lenders in accordance  with the terms of Section 9.1 and (b) has been approved by the Required Lenders.  "Non-Defaulting Lender" means, at any time, each Lender that is not a  Defaulting Lender at such time.  "Non-Extending Lender" has the meaning set forth in Section 2.15.  "Non-Material Domestic Subsidiary" means any Domestic Subsidiary that is not  a Material Subsidiary.  "Notice of Borrowing" has the meaning specified in Section 2.2(a).  "Notice of Incremental Facility" has the meaning specified in Section 2.14(a).  "Notice of Issuance" has the meaning specified in Section 2.10(b).  "Obligations" means, (a) all payment and performance obligations of the  Borrowers to the Lenders, the Issuing Banks, and the Administrative Agent under this  Agreement and the other Loan Documents (including all Revolving Loans, Incremental  Term Loans, Swing Line Loans and obligations under Letters of Credit and including any  interest, fees and expenses that, but for the provisions of Debtor Relief Laws, would have  accrued), as they may be amended from time to time, or as a result of making the Loans  or issuing the Letters of Credit, and (b) the obligation to pay an amount equal to the  amount of any and all damages which the Issuing Banks, the Lenders and the  Administrative Agent, or any of them, may suffer by reason of a breach by any Loan  Party of any obligation, covenant, or undertaking with respect to this Agreement or any  other Loan Document.  "Offshore Currency" means (a) Euros, and (b) any Agreed Alternative Currency.  "Offshore Currency Benchmark Rate" means:  (a) in the case of Loans denominated in Euros, either (i) the rate per  annum for deposits in Euros that appears on Reuters Page EURIBOR-01 (or any  successor page), or (ii) if a rate cannot be determined pursuant to clause (i) above, a rate  per annum equal to the average of the rate per annum at which deposits in Euros are  available to Administrative Agent as determined by Administrative Agent in London,  





 






34  \\4157-1107-4114  v16  England to prime banks in the interbank market, in either case at 11:00 a.m., Brussels  time, 2 Business Days prior to the commencement of such Interest Period and for a  period equal to such Interest Period; and  (b) in the case of Loans denominated in an Agreed Alternative  Currency, such benchmark as may be agreed to by the Borrowers and the Multicurrency  Revolving Tranche Loan Lenders from time to time (or such other rate of interest as the  Borrowers and Multicurrency Revolving Tranche Loan Lenders shall agree);  provided that in no event shall the Offshore Currency Benchmark Rate for any currency  be less than zero.   "Offshore Currency Loan" means any Loan denominated in an Offshore  Currency.  "Original Currency" has the meaning specified in Section 10.3.  "Other Connection Taxes" means, with respect to any Recipient, Taxes imposed  as a result of a present or former connection between such Recipient and the jurisdiction  imposing such Tax (other than connections arising from such Recipient having executed,  delivered, become a party to, performed its obligations under, received payments under,  received or perfected a security interest under, engaged in any other transaction pursuant  to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan  Document).  "Other Currency" has the meaning specified in Section 10.3.  "Other Taxes" means all present or future stamp, court or documentary,  intangible, recording, filing or similar Taxes that arise from any payment made from the  execution, delivery, performance, enforcement or registration of, from the receipt or  perfection of a security interest under, or otherwise with respect to, any Loan Document,  except any such Taxes that are Other Connection Taxes imposed with respect to an  assignment (other than an assignment made pursuant to Section 10.5).  "Outstandings" means, on any date of determination:  (a) the aggregate principal amount of all Swing Line Loans made to  AGCO, plus the aggregate outstanding principal amount of any Incremental Term Loans  in U.S. Dollars and of the Equivalent Amount in U.S. Dollars of any Incremental Term  Loans in Offshore Currencies, plus the aggregate principal amount of all Revolving  Loans in U.S. Dollars and of the Equivalent Amount in U.S. Dollars of all Revolving  Loans in Offshore Currencies, in each case outstanding on such date of determination;  plus (b) the L/C Obligations outstanding on such date of determination.  "Participant" has the meaning specified in Section 9.6(h).  





 






35  \\4157-1107-4114  v16  "Participant Register" has the meaning specified in Section 9.6(i).  "Payment Recipient" has the meaning specified in Section 8.11(a).  "Payoff Letter" means the payoff letter, dated as of the date hereof, from  Rabobank, as administrative agent under the Prior Credit Agreement, and acknowledged  by the Borrowers.   "PBGC" means the Pension Benefit Guaranty Corporation.  "Periodic Term SOFR Determination Day" has the meaning specified in the  definition of "Term SOFR".  "Permitted Liens" means:  (a) Liens incurred in the ordinary course of business which do not  secure Indebtedness or Hedging Obligations and which do not materially impair the value  of, or materially interfere with the use of, in the ordinary course of business of AGCO  and its Subsidiaries, the property affected and which do not, individually or in the  aggregate, have a materially adverse effect on the business of AGCO or such Subsidiaries  affected thereby individually or of AGCO and its Subsidiaries on a Consolidated basis;  (b) Liens existing on the property of a Person immediately prior to it  being acquired by AGCO or any of its Subsidiaries, or any Lien existing on any property  acquired by AGCO or any of its Subsidiaries at the time such property is so acquired;  provided that (i) no such Lien shall secure Indebtedness or Hedging Obligations, (ii) no  such Lien shall have been created or assumed in contemplation of such Person becoming  a Subsidiary of AGCO or such acquisition of property, and (iii) each such Lien shall at all  times be confined solely to the item or items of property so acquired and the proceeds  thereof;  (c) Liens and rights of setoff of banks existing solely with respect to  cash, Cash Equivalents or investment property on deposit with such bank in one or more  accounts maintained by any Loan Party or any Subsidiary, in each case granted in the  ordinary course of business in favor of the bank or banks with which such accounts are  maintained;  (d) Liens on Receivables sold under any factoring arrangement  permitted hereunder;  (e) precautionary financing statements filed by lessors, or retained  interests in leased equipment by lessors, with respect to equipment leases under which  AGCO or a Subsidiary is lessee;  (f) Liens arising in connection with Tax Incentive Transactions;  (g) Liens securing Indebtedness permitted under Section 6.1(e) arising  in connection with New Market Tax Credit Transactions;   





 






36  \\4157-1107-4114  v16  (h) Liens securing reimbursement obligations with respect to letters of  credit that encumber documents of title and/or property shipped under such letters of  credit, to the extent incurred in the ordinary course of business;    (i) mandatory liens in favor of unsecured creditors attaching to  proceeds from the sale of property in a foreclosure or similar proceeding imposed by law  of any jurisdiction outside of the U.S. and which have not arisen to secure Indebtedness  and do not in the aggregate materially detract from the value of such property or assets;   (j) Liens on cash or deposits to secure Hedging Obligations entered  into in the ordinary course of business to hedge risks or reduce costs with respect to  interest rates, currency or commodity exposure, and not for speculative purposes;  (k) Liens granted by a Subsidiary (other than a Loan Party) to AGCO  or another Subsidiary securing Indebtedness of such Subsidiary (other than a Loan Party)  to AGCO or such other Subsidiary; and  (l) any other Liens that secure Indebtedness or other obligations in a  principal amount not in excess of 10% of AGCO's Consolidated Net Tangible Assets.  "Person" means an individual, partnership, corporation (including a business  trust), limited liability company, joint stock company, trust, unincorporated association,  joint venture or other entity, or a government or any political subdivision or agency  thereof.  "Plan" means a Single Employer Plan or a Multiple Employer Plan that is subject  to ERISA.  "Platform" has the meaning specified in Section 9.2(d).  "Prime Rate" means the rate of interest per annum published in the Wall Street  Journal as the U.S. dollar "prime rate" for such day and if the Wall Street Journal does  not publish such rate on such day then such rate as most recently published prior to such  day.  "Prior Agreement Date" means the "Agreement Date" as defined in the Prior  Credit Agreement.  "Prior Credit Agreement" has the meaning specified in the Recitals.  "Prior Lender" means each Person party to this Agreement as a Lender on the  Agreement Date other than the New Lenders.   "Pro Rata Share" means   (a) with respect to any Multicurrency Revolving Tranche Loan Lender  for purposes of any rights or obligations hereunder affecting or involving Multicurrency  Revolving Tranche Loan Lenders and not USD Revolving Tranche Loan Lenders or  





 






37  \\4157-1107-4114  v16  Incremental Term Loan Lenders (but including any reimbursement obligations in respect  of any indemnity claim arising out of an action or omission of the Swing Line Bank or  the Issuing Banks under this Agreement), the percentage (carried out to the ninth decimal  place) of the Total Multicurrency Revolving Tranche Loan Commitments represented by  such Multicurrency Revolving Tranche Loan Lender's Multicurrency Revolving Tranche  Loan Commitment;  (b) with respect to any USD Revolving Tranche Loan Lender for  purposes of any rights or obligations hereunder affecting or involving USD Revolving  Tranche Loan Lenders and not Multicurrency Revolving Tranche Loan Lenders or  Incremental Term Loan Lenders of the Total USD Revolving Tranche Loan  Commitments represented by such USD Revolving Tranche Loan Lender's USD  Revolving Tranche Loan Commitment  (c) with respect to any Incremental Term Loan Lender of any Class  for purposes of any rights or obligations hereunder affecting or involving Incremental  Term Loan Lenders of such Class and not Revolving Loan Lenders, the percentage  (carried out to the ninth decimal place) of the total Incremental Term Loans of such Class  represented by such Incremental Term Loan Lender's Incremental Term Loans of such  Class; and   (d) with respect to any Lender in respect of any rights or obligations  affecting or involving all Lenders (including any reimbursement obligations in respect of  any indemnity claim arising out of an action or omission of Administrative Agent under  this Agreement), the percentage (carried out to the ninth decimal place) of the total  Commitments or Loans, of all Classes hereunder represented by the aggregate amount of  such Lender's Commitments or Loans, as the case may be, of all Classes hereunder.  If  the Commitments of any Class have terminated or expired, the Pro Rata Share with  respect to such Class shall be determined based upon (i) in the case of the Incremental  Term Loan Lenders, the outstanding principal amount of the Incremental Term Loans of  such Class at such time, and (ii) in the case of the Revolving Loan Lenders, the  Revolving Loan Exposure of all such Revolving Loan Lenders at such time.  "PTE" means a prohibited transaction class exemption issued by the U.S.  Department of Labor, as any such exemption may be amended from time to time.  "Rabobank" means Coöperatieve Rabobank U.A., New York Branch, or any  successor thereto.  "Rabobank Cost of Funds Rate" means the per annum rate of interest disclosed  to AGCO from time to time by Rabobank London to be its "cost of funds" rate, as may be  changed at any time by Rabobank London in its sole discretion, with any change to be  effective as of the opening of business of Rabobank London on the day of such change;  provided that in no event shall the Rabobank Cost of Funds Rate be less than zero.  "Rabobank London" means Coöperatieve Rabobank U.A., trading as Rabobank  International, London Branch or any successor thereto.  





 






38  \\4157-1107-4114  v16  "Rating" means AGCO's long-term debt rating (on a senior unsecured non-credit- enhanced basis) as was most recently announced by S&P or Moody's, as applicable.  "Ratings Level" has the meaning assigned to such term in the definition of  "Applicable Margin".  "Receivables" means any right to payment for goods sold or leased or for services  rendered whether or not it has been earned by performance.  "Recipient" means the Administrative Agent, any Lender, the Swing Line Bank  or any Issuing Bank.  "Register" has the meaning specified in Section 9.6(f).  "Regulation U" means Regulation U of the Board of Governors of the Federal  Reserve System, as in effect from time to time.  "Related Parties" means, with respect to any Person, such Person's Affiliates and  the partners, directors, officers, employees, agents, trustees, administrators, managers,  advisors and representatives of such Person and of such Person's Affiliates.  "Relevant Currency Time" means, for any Borrowing in any currency, the local  time in the city where the Administrative Agent's Account for such currency is located.  "Relevant Governmental Body" means the Board or the Federal Reserve Bank of  New York, or a committee officially endorsed or convened by the Board or the Federal  Reserve Bank of New York, or any successor thereto.   "Replacement Lender" has the meaning specified in Section 10.5.  "Required Lenders" means, at any time, Lenders having Revolving Loan  Exposures, outstanding Incremental Term Loans and unused Commitments representing  more than 50% of the sum of the total Revolving Loan Exposures, total outstanding  Incremental Term Loans and unused Commitments at such time.  The Commitments of,  and the portion of the Revolving Loan Exposure and Incremental Term Loans held or  deemed held by, any Defaulting Lender shall be excluded for purposes of making a  determination of Required Lenders.  “Required Multicurrency Lenders” means, at any time, Lenders having  Multicurrency Revolving Tranche Loan Outstandings and unused Multicurrency  Revolving Tranche Loan Commitments representing more than 50% of the total  Multicurrency Revolving Tranche Loan Outstandings.  The Commitments of, and the  portion of the Multicurrency Revolving Tranche Loan Outstandings and Multicurrency  Revolving Tranche Loan Commitments held or deemed held by, any Defaulting Lender  shall be excluded for purposes of making a determination of Required Multicurrency  Lenders.  





 






39  \\4157-1107-4114  v16  “Required USD Lenders” means, at any time, Lenders having USD Revolving  Tranche Loan Exposure representing more than 50% of the total USD Revolving Tranche  Loan Exposure and unused USD Revolving Tranche Loan Commitments.  The  Commitments of, and the portion of the USD Revolving Tranche Loan Exposure and  USD Revolving Tranche Loan Commitments held or deemed held by, any Defaulting  Lender shall be excluded for purposes of making a determination of Required USD  Lenders.  "Resolution Authority" means an EEA Resolution Authority or, with respect to  any UK Financial Institution, a UK Resolution Authority.   "Responsible Employee" means the Executive Chairman, President, any  Authorized Financial Officer, General Counsel or any Associate or Assistant General  Counsel or Vice President of AGCO or any equivalent position of any Borrowing  Subsidiary; any other employee of any Borrower responsible for monitoring compliance  with this Agreement or any other Loan Document; and, with respect to matters relating to  ERISA, any individual who functions as the plan administrator under the applicable  pension plan.  "Restricted Payment" means (a) any direct or indirect distribution, dividend, or  other payment to any Person on account of any shares of Equity Interests in such Person  or (b) any payment (whether in cash, securities or other property), including any sinking  fund or similar deposit, on account of the purchase, redemption, or other acquisition or  retirement of any shares of Equity Interests in such Person; provided that payments of  principal and interest in respect of Indebtedness convertible into Equity Interests of  AGCO shall not constitute Restricted Payments.   "Revolving Loan Commitment" means, collectively, the Multicurrency  Revolving Tranche Loan Commitments and the USD Revolving Tranche Loan  Commitments.  "Revolving Loans" means, collectively, the Multicurrency Revolving Tranche  Loans and the USD Revolving Tranche Loans.  "Revolving Loan Exposure" means, collectively, the Multicurrency Revolving  Tranche Loan Exposure and the USD Revolving Tranche Loan Exposure.  "Revolving Loan Lenders" means, collectively, the Multicurrency Revolving  Tranche Loan Lenders and the USD Revolving Tranche Loan Lenders.  "Revolving Loan Outstandings" means, collectively, the Multicurrency  Revolving Tranche Loan Outstandings and the USD Revolving Tranche Loan Exposure.   "S&P" means Standard & Poor's Financial Services LLC, a division of S&P  Global Inc.  "Sanctioned Person" means a Person that is, or is owned or controlled by one or  more Persons that are: (a) the subject of any Sanctions, or (b) located, organized or  





 






40  \\4157-1107-4114  v16  resident in a country, region or territory that is, or whose government is, the subject of  Sanctions, currently being the Region of Crimea, the Donetsk People's Republic, the  Luhansk People's Republic, Cuba, Iran, North Korea, Russia, Syria and Venezuela.   "Sanctions" means any sanctions administered by or enforced by the U.S.  Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of  State, the United Nations Security Council, the European Union, His Majesty's Treasury,  the Kingdom of the Netherlands, or other relevant sanctions authority.  "Single Employer Plan" of any Person means a single employer plan, as defined  in Section 4001(a)(15) of ERISA, that is subject to ERISA and (a) is maintained for  employees of such Person or any of its ERISA Affiliates and no Person other than such  Person and its ERISA Affiliates, or (b) was so maintained and in respect of which such  Person or any of its ERISA Affiliates could have liability under Section 4069 of ERISA  in the event such plan has been or were to be terminated.  "SOFR" means a rate equal to the secured overnight financing rate as  administered by the SOFR Administrator.  "SOFR Administrator" means the Federal Reserve Bank of New York (or a  successor administrator of the secured overnight financing rate).   "SOFR Loan" means a USD Loan that bears interest at a rate based on the Non- Base Rate Benchmark for USD Loans, other than pursuant to clause (c) of the definition  of "Base Rate".  "Solvent" means, with respect to any Person on a particular date, that on such date  (a) the fair value of the tangible and intangible property of such Person is greater than the  total amount of liabilities, including, without limitation, contingent liabilities, of such  Person, (b) the present fair salable value of the assets of such Person is not less than the  amount that will be required to pay the probable liability of such Person on its debts as  they become absolute and matured, (c) such Person does not intend to, and does not  believe that it will, incur debts or liabilities beyond such Person's ability to pay such  debts and liabilities as they mature and (d) such Person is not engaged in business or a  transaction, and is not about to engage in business or a transaction, for which such  Person's tangible and intangible property would constitute an unreasonably small capital.   The amount of contingent liabilities at any time shall be computed as the amount that, in  the light of all the facts and circumstances existing at such time, represents the amount  that can reasonably be expected to become an actual or matured liability; provided,  however, that with respect to any Person organized under the laws of the United  Kingdom, "Solvent" means that such Person is able to pay its debts as they fall due, is not  deemed unable to pay its debts as they fall due within the meaning of Section 123(1) of  the Insolvency Act of 1986 and that the value of its assets is greater than the value of its  liabilities, taking into account contingent and prospective liabilities.  "Spot Rate" for a currency means the rate quoted by the Administrative Agent as  the spot rate for the purchase by the Administrative Agent of such currency with another  





 






41  \\4157-1107-4114  v16  currency through its foreign exchange office at approximately 11:00 a.m. (New York,  New York time) on the date two (2) Business Days prior to the date as of which the  foreign exchange computation is made.  "Subsidiary" of any Person means a corporation, partnership, joint venture,  limited liability company or other entity of which a majority of the Equity Interests  having ordinary voting power for the election of the Board of Directors or other  governing body (other than Equity Interests having such power only by reason of the  happening of a contingency) are at the time beneficially owned, or the management of  which is otherwise controlled, directly, or indirectly through one or more intermediaries,  or both, by such Person.  Unless otherwise specified, all references herein to a  "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of AGCO.  "Swing Line Bank" means any Lender hereunder, as designated by AGCO in  accordance with this Agreement with the written consent of the Administrative Agent,  acting hereunder as "Swing Line Bank" to make Swing Line Loans to AGCO.  The  initial Swing Line Bank shall be PNC Bank National Association.  "Swing Line Loan" means an advance made by the Swing Line Bank pursuant to  Section 2.1(b)(ii).  "Swing Line Sublimit" has the meaning specified in Section 2.1(b)(ii).  "Tax Incentive Transaction" means any revenue bond financing arrangement  (excluding a New Market Tax Credit Transaction) between any Person and a  development authority or other similar governmental authority or entity for the purpose  of providing a property tax abatement or other tax incentive to such Person whereby (a)  the governmental authority or entity issues notes, bonds or other indebtedness to finance  the acquisition of property that at such time is owned by AGCO or a Subsidiary, (b) the  property so transferred is leased back by AGCO or such Subsidiary, (c) the notes, bonds  or other Indebtedness issued to finance the acquisition are owned by AGCO or a  Subsidiary, (d) the rental payments on the lease and the debt service payments on the  bonds, notes, or other Indebtedness are substantially equal and (e) AGCO or such  Subsidiary has the option to prepay the notes, bonds or other Indebtedness, terminate its  lease and reacquire the property for nominal consideration at any time; provided that if at  any time any of the foregoing conditions shall cease to be satisfied, such transaction shall  cease to be a Tax Incentive Transaction.  "Taxes" means all present or future taxes, levies, imposts, deductions, charges or  withholdings (including backup withholding), assessments, fees and other charges and all  liabilities with respect thereto imposed by any Governmental Authority, including any  interest, additions to tax or penalties applicable thereto.  "Term SOFR" means,   (a) for any calculation with respect to a USD Loan, the Term SOFR  Reference Rate for a tenor comparable to the applicable Interest Period on the day  (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S.  





 






42  \\4157-1107-4114  v16  Government Securities Business Days prior to the first day of such Interest  Period, as such rate is published by the Term SOFR Administrator; provided,  however, that if as of 5:00 p.m. (New York City time) on any Periodic Term  SOFR Determination Day the Term SOFR Reference Rate for the applicable  tenor has not been published by the Term SOFR Administrator and a Benchmark  Replacement Date with respect to the Term SOFR Reference Rate has not  occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor  as published by the Term SOFR Administrator on the first preceding U.S.  Government Securities Business Day for which such Term SOFR Reference Rate  for such tenor was published by the Term SOFR Administrator so long as such  first preceding U.S. Government Securities Business Day is not more than three  (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR  Determination Day, and  (b) for any calculation with respect to a Base Rate Loan, on any day,  the Term SOFR Reference Rate for a tenor of one month on the day (such day,  the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government  Securities Business Days prior to such day, as such rate is published by the Term  SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City  time) on any Base Rate Term SOFR Determination Day the Term SOFR  Reference Rate for the applicable tenor has not been published by the Term SOFR  Administrator and a Benchmark Replacement Date with respect to the Term  SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR  Reference Rate for such tenor as published by the Term SOFR Administrator on  the first preceding U.S. Government Securities Business Day for which such  Term SOFR Reference Rate for such tenor was published by the Term SOFR  Administrator so long as such first preceding U.S. Government Securities  Business Day is not more than three (3) U.S. Government Securities Business  Days prior to such Base Rate Term SOFR Determination Day; provided, further,  that if Term SOFR determined as provided above (including pursuant to the  proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then  Term SOFR shall be deemed to be the Floor  plus, in each of the foregoing clauses (a) and (b), 0.10% per annum.  "Term SOFR Administrator" means CME Group Benchmark Administration  Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected  by the Administrative Agent in its reasonable discretion).  "Term SOFR Reference Rate" means the forward-looking term rate based on  SOFR.   "Total Multicurrency Revolving Tranche Loan Commitment" means, at any  time, the aggregate amount of the Multicurrency Revolving Tranche Loan Commitments  of all Multicurrency Revolving Tranche Loan Lenders at such time.   





 






43  \\4157-1107-4114  v16  "Total Revolving Loan Commitments" means, at any time, the aggregate amount  of the Multicurrency Revolving Tranche Loan Commitments of all Multicurrency  Revolving Tranche Loan Lenders and USD Revolving Tranche Loan Commitments of all  USD Revolving Tranche Loan Lenders.  "Total USD Revolving Tranche Loan Commitment" means, at any time, the  aggregate amount of the USD Revolving Tranche Loan Commitments of all USD  Revolving Tranche Loan Lenders at such time.  "Tranche" means, with respect to any Incremental Term Loans, all Incremental  Term Loans made on the same date pursuant to the terms of the same Notice of  Incremental Facility.  "Transactions" means the execution, delivery and performance by each Loan  Party of this Agreement and the other Loan Documents to which such Loan Party is  intended to be a party and the consummation of the transactions contemplated thereby,  the borrowing of initial Loans on the Agreement Date, the use of the proceeds thereof,  and the payment of all fees and expenses to be paid on or prior to the Agreement Date  and owing in connection with the foregoing.  "Type" refers to the distinction between Loans that are Base Rate Loans and Non- Base Rate Loans.  "UK Financial Institution" means any BRRD Undertaking (as such term is  defined under the PRA Rulebook (as amended from time to time) promulgated by the  United Kingdom Prudential Regulation Authority) or any person falling within IFPRU  11.6 of the FCA Handbook (as amended from time to time) promulgated by the United  Kingdom Financial Conduct Authority, which includes certain credit institutions and  investment firms, and certain affiliates of such credit institutions or investment firms.  "UK Resolution Authority" means the Bank of England or any other public  administrative authority having responsibility for the resolution of any UK Financial  Institution.  "Unadjusted Benchmark Replacement" means the applicable Benchmark  Replacement excluding the related Benchmark Replacement Adjustment.  "Unused Multicurrency Revolving Tranche Loan Commitment" means, with  respect to any Multicurrency Revolving Tranche Loan Lender at any time:  (a) its Multicurrency Revolving Tranche Loan Commitment; minus (b) the Equivalent Amount in U.S. Dollars as of such date of the sum  of:  (i) the aggregate principal amount of all Multicurrency  Revolving Tranche Loans made by it and outstanding on such date; and   





 






44  \\4157-1107-4114  v16  (ii) its Pro Rata Share of (x) the L/C Obligations, and (y)  the  aggregate principal amount of all Swing Line Loans outstanding on such  date.   "Unused Revolver Fee" has the meaning specified in Section 2.6(b).  "Unused Revolving Loan Commitment" means, with respect to any  Multicurrency Revolving Tranche Loan Lender or USD Revolving Tranche Loan Lender  at any time:  (c) its Revolving Loan Commitment; minus (d) the Equivalent Amount in U.S. Dollars as of such date of the sum  of:  (iii) the aggregate principal amount of all Revolving Loans  made by it and outstanding on such date; and   (iv) in the case of a Multicurrency Revolving Tranche Loan  Lender, its Pro Rata Share of (x) the L/C Obligations, and (y)  the  aggregate principal amount of all Swing Line Loans outstanding on such  date.   "Unused USD Revolving Tranche Loan Commitment" means, with respect to  any USD Revolving Tranche Loan Lender at any time, its USD Revolving Tranche Loan  Commitment minus the aggregate principal amount of all Multicurrency Revolving  Tranche Loans made by it and outstanding on such date.  "U.S. Dollars" or "US$" means lawful money of the United States of America.  "U.S. Government Securities Business Day" means any day except for (i) a  Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial  Markets Association recommends that the fixed income departments of its members be  closed for the entire day for purposes of trading in United States government securities.  "USA Patriot Act" has the meaning assigned to such term in the definition of  "Anti-Terrorism Laws".   “USD Loan” means a Loan denominated in U.S. Dollars.  "USD Revolving Tranche Loan" has the meaning specified in Section 2.1(a).  "USD Revolving Tranche Loan Borrowing" means USD Revolving Tranche  Loans of the same Class and Type made, converted or continued on the same date, and in  the case of Non-Base Rate Loans, having the same Interest Period.  "USD Revolving Tranche Loan Commitment" means at any time, with respect to  each USD Revolving Tranche Loan Lender, the commitment, if any, of such USD  





 






45  \\4157-1107-4114  v16  Revolving Tranche Loan Lender to make USD Revolving Tranche Loans and to acquire  participations in Letters of Credit and Swing Line Loans hereunder, expressed as an  amount representing the maximum aggregate amount of such USD Revolving Tranche  Loan Lender's USD Revolving Tranche Loan Exposure at such time hereunder, as such  commitment may be (a) reduced from time to time pursuant to Section 2.3, and (b)  reduced or increased from time to time pursuant to assignments by or to such USD  Revolving Tranche Loan Lender pursuant to Section 9.6.  The initial amount of each  USD Revolving Tranche Loan Lender's USD Revolving Tranche Loan Commitment is  set forth below its name on its signature page hereto or, if such Lender has entered into  one or more Assignments and Assumptions, set forth for such Lender in the Register  maintained by the Administrative Agent pursuant to Section 9.6(d).  The initial aggregate  amount of the USD Revolving Tranche Loan Lenders' USD Revolving Tranche Loan  Commitments is $325,000,000 and, for the avoidance of doubt, the amount of each  Multicurrency Revolving Tranche Loan Lenders' USD Revolving Tranche Loan  Commitment is $0.   "USD Revolving Tranche Loan Exposure" means, as to any USD Revolving  Tranche Loan Lender at any time, the aggregate principal amount at such time of its  outstanding USD Revolving Tranche Loans.  "USD Revolving Tranche Loan Lenders" means each Person identified on the  signature pages hereto as a "USD Revolving Tranche Loan Lender".    "Wholly Owned" means, as applied to any Subsidiary, a Subsidiary all the  outstanding shares (other than directors' qualifying shares, if required by law) of every  class of stock of which are at the time owned by AGCO and/or by one or more Wholly  Owned Subsidiaries.  "Withdrawal Liability" has the meaning specified in Part I of Subtitle E of Title  IV of ERISA.  "Withholding Agent" means any Loan Party and the Administrative Agent.  "Write-Down and Conversion Powers" means, (a) with respect to any EEA  Resolution Authority, the write-down and conversion powers of such EEA Resolution  Authority from time to time under the Bail-In Legislation for the applicable EEA  Member Country, which write-down and conversion powers are described in the EU  Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of  the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce,  modify or change the form of a liability of any UK Financial Institution or any contract or  instrument under which that liability arises, to convert all or part of that liability into  shares, securities or obligations of that person or any other person, to provide that any  such contract or instrument is to have effect as if a right had been exercised under it or to  suspend any obligation in respect of that liability or any of the powers under that Bail-In  Legislation that are related to or ancillary to any of those powers.  





 






46  \\4157-1107-4114  v16  1.2. Computation of Time Periods.  In this Agreement in the computation of  periods of time from a specified date to a later specified date, the word "from" means  "from and including" and the words "to" and "until" each mean "to but excluding."  1.3. Accounting Terms; Applicable Margin Ratings.  (a) Except as otherwise expressly provided herein, all accounting  terms used herein shall be interpreted, and all financial statements and certificates and  reports as to financial matters required to be delivered to the Administrative Agent  hereunder shall be prepared, in accordance with Applicable Accounting Standards.  All  calculations made for the purposes of determining compliance with this Agreement shall  (except as otherwise expressly provided herein) be made by application of Applicable  Accounting Standards applied on a basis consistent with those used in the preparation of  the annual or quarterly financial statements furnished to the Lenders pursuant to Sections  5.1(a) and (b) most recently prior to or concurrently with such calculations unless  (i) either (x) AGCO shall have objected to determining such compliance on such basis at  the time of delivery of such financial statements or (y) the Required Lenders shall so  object in writing within one hundred eighty (180) days after delivery of such financial  statements and (ii) AGCO and the Required Lenders have not agreed upon amendments  to the financial covenants contained herein to reflect any change in such basis, in which  event such calculations shall be made on a basis consistent with those used in the  preparation of the latest financial statements as to which such objection shall not have  been made.  Without limiting the foregoing, leases shall continue to be classified and  accounted for on a basis consistent with that reflected in the financial statements of  AGCO for the fiscal year ending December 31, 2017 for all purposes of this Agreement,  notwithstanding any change in GAAP relating thereto, unless the parties hereto shall  enter into a mutually acceptable amendment addressing such changes, as provided for  above.  (b) For the purposes of determining the Applicable Margin hereunder,  (i) if the rating system of Moody's or S&P shall change, or if either such rating agency  shall cease to be in the business of issuing corporate family ratings or shall not have in  effect a rating for AGCO, AGCO and the Lenders shall negotiate in good faith to amend  the definition of Applicable Margin set forth herein to reflect such changed rating system  or the unavailability of ratings from such rating agency and, pending the effectiveness of  any such amendment, the Applicable Margin shall be determined by reference to the  rating most recently in effect prior to such change or cessation, and (ii) if the ratings  established or deemed to have been established by Moody's and S&P for AGCO shall be  changed (other than as a result of a change in the rating system of Moody's or S&P), such  change shall be effective as of the date on which it is first announced by the applicable  rating agency.  1.4. Currency Equivalents.  For purposes of determining in any currency any  amount outstanding in another currency, the Equivalent Amount of such currency on the  date of any such determination shall be used.  If any reference to any Loans or other  amount herein would include amounts in U.S. Dollars and in one or more Offshore  Currencies or to an amount in U.S. Dollars that in fact is in one or more Offshore  





 






47  \\4157-1107-4114  v16  Currencies, such reference (whether or not it expressly so provides) shall be deemed to  refer, to the extent it includes an amount in any Offshore Currency, the Equivalent  Amount in U.S. Dollars of such amount at the time of determination.  1.5. Construction.  The words "hereof," "herein," "hereby," "hereunder," and  similar terms in this Agreement or any other Loan Document refer to this Agreement or  such other Loan Document, as the case may be, as a whole and not to any particular  provision of this Agreement or such other Loan Document, as the case may be.  Section,  subsection, clause, schedule, and exhibit references herein are to this Agreement unless  otherwise specified.  Any reference in this Agreement or in the other Loan Documents to  any agreement, instrument, or document shall include all alterations, amendments,  changes, extensions, modifications, renewals, replacements, substitutions, joinders, and  supplements, thereto and thereof, as applicable (subject to any restrictions on such  alterations, amendments, changes, extensions, modifications, renewals, replacements,  substitutions, joinders, and supplements set forth herein).  Any reference herein to the  repayment in full of the Obligations shall mean the repayment in full in cash of all  Obligations other than unaccrued contingent indemnification Obligations as to which no  claim or demand has been given to or made on any Loan Party.  Any reference herein to  any Person shall be construed to include such Person's successors and assigns.  All of the  schedules and exhibits attached to this Agreement shall be deemed incorporated herein by  reference.  The word "or" is not exclusive.   1.6. Dutch Terms.  In this Agreement, where it relates to AGCO BV or another  company that has its corporate seat in the Netherlands, a reference to:  (a) "the Netherlands" means the European part of the Kingdom of  The Netherlands and Dutch means in or of the Netherlands;  (b) a "security interest" or "security" includes any mortgage  (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud),  right of retention (recht van retentie), and, in general, any right in rem (beperkt recht),  created for the purpose of granting security (goederenrechtelijk zekerheidsrecht);  (c) a "winding up", "administration" or "dissolution" includes a  bankruptcy (faillissement) or dissolution (ontbinding);  (d) any "step" or "procedure" taken in connection with insolvency  proceedings includes a Dutch entity having filed a notice under section 36 of the Tax  Collection Act of the Netherlands (Inv orderingswet 1990) or Section 60 of the Social  Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in  conjunction with Section 36 of the Tax Collection Act of the Netherlands  (Invorderingswet 1990);  (e) a "moratorium" includes surseance van betaling;  (f) unless a contrary indication appears, a "director", means a  managing director (bestuurder) and "Board of Directors" means its managing board  (bestuur);  





 






48  \\4157-1107-4114  v16  (g) a "trustee" or "liquidator" includes a curator or a beoogd curator;  (h) an "administrator" includes a bewindvoerder;  (i) an "attachment" includes a beslag;  (j) "negligence" means nalatigheid;  (k) "gross negligence" means grove nalatigheid;  (l) "willful misconduct" means bewuste roekeloosheid; and  (m) a "Subsidiary" includes a dochtermaatschappij as defined in the  DCC.  1.7. Divisions.  For all purposes under the Loan Documents, in connection  with any division or plan of division under Delaware law (or any comparable event under  a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person  becomes the asset, right, obligation or liability of a different Person, then it shall be  deemed to have been transferred from the original Person to the subsequent Person, and  (b) if any new Person comes into existence, such new Person shall be deemed to have  been organized on the first date of its existence by the holders of its Equity Interests at  such time.   ARTICLE 2  AMOUNTS AND TERMS OF THE LOANS  AND THE LETTERS OF CREDIT  2.1. Credit Facilities.  (a) USD Revolving Tranche Loans.  Each USD Revolving Tranche  Loan Lender severally agrees, on the terms and conditions hereinafter set forth, to make  advances (each a "USD Revolving Tranche Loan") to the Borrowers from time to time  on any Business Day during the period from the Agreement Date until the Maturity Date  in an amount for each such USD Revolving Tranche Loan not to exceed such USD  Revolving Tranche Loan Lender's Unused USD Revolving Tranche Loan Commitment  on such Business Day.  In no event shall the USD Revolving Tranche Loan Lenders be  obligated to make any USD Revolving Tranche Loan if, on the date of such USD  Revolving Tranche Loan and after giving effect thereto, the USD Revolving Tranche  Loan Exposure on such date would exceed the Total USD Revolving Tranche Loan  Commitments then in effect.  Each USD Revolving Tranche Loan Borrowing shall be in  U.S. Dollars in an aggregate amount of US$5,000,000 or an integral multiple of  US$1,000,000 in excess thereof (except for the USD Revolving Tranche Loan Borrowing  made on the Agreement Date) and shall consist of USD Revolving Tranche Loans made  by such USD Revolving Tranche Loan Lenders ratably according to their USD  Revolving Tranche Loan Commitments.  Within the limits of each USD Revolving  Tranche Loan Lender's Unused USD Revolving Tranche Loan Commitment in effect  





 






49  \\4157-1107-4114  v16  from time to time, the Borrowers may borrow under this Section 2.1(a), prepay pursuant  to Section 2.4 and reborrow under this Section 2.1(a).  (b) Multicurrency Revolving Facility.   (i) Multicurrency Revolving Tranche Loans.  Each  Multicurrency Revolving Tranche Loan Lender severally agrees, on the terms and  conditions hereinafter set forth, to make advances (each a "Multicurrency Revolving  Tranche Loan") to the Borrowers from time to time on any Business Day during the  period from the Agreement Date until the Maturity Date in an amount for each such  Multicurrency Revolving Tranche Loan not to exceed such Multicurrency Revolving  Tranche Loan Lender's Unused Multicurrency Revolving Tranche Loan Commitment on  such Business Day.  In no event shall the Multicurrency Revolving Tranche Loan  Lenders be obligated to make any Multicurrency Revolving Tranche Loan if, on the date  of such Multicurrency Revolving Tranche Loan and after giving effect thereto, the  Multicurrency Revolving Tranche Loan Outstandings on such date would exceed the  Total Multicurrency Revolving Tranche Loan Commitments then in effect.  Each  Multicurrency Revolving Tranche Loan Borrowing shall be in U.S. Dollars in, or the  Equivalent Amount in the requested Offshore Currency of, an aggregate amount of  US$5,000,000 or an integral multiple of US$1,000,000 in excess thereof (except for the  Multicurrency Revolving Tranche Loan Borrowing made on the Agreement Date) and  shall consist of Multicurrency Revolving Tranche Loans made by such Multicurrency  Revolving Tranche Loan Lenders ratably according to their Multicurrency Revolving  Tranche Loan Commitments.  The Equivalent Amount in U.S. Dollars of each  Multicurrency Revolving Tranche Loan shall be recalculated hereunder on each date on  which it shall be necessary to determine the Unused Multicurrency Revolving Tranche  Loan Commitment, or any or all Multicurrency Revolving Tranche Loans outstanding on  such date.  Within the limits of each Multicurrency Revolving Tranche Loan Lender's  Unused Multicurrency Revolving Tranche Loan Commitment in effect from time to time,  the Borrowers may borrow under this Section 2.1(b), prepay pursuant to Section 2.4 and  reborrow under this Section 2.1(b).  (ii) Swing Line Loans.  Subject to the terms and conditions  hereinafter set forth (including the conditions in Article 3), the Swing Line Bank, in its  individual capacity, may in its sole discretion make overnight loans in U.S. Dollars to  AGCO from time to time on any Business Day during the period from the Agreement  Date until the Maturity Date in an aggregate amount not to exceed at any time  outstanding US$40,000,000 (the "Swing Line Sublimit"); provided that after giving  effect to any such Borrowings, Multicurrency Revolving Tranche Loan Outstandings  shall not exceed the aggregate amount of Total Multicurrency Revolving Tranche Loan  Commitments then in effect.  As it is understood that the purpose for the Swing Line  Loan is to fund AGCO's operating account, the making of the Swing Line Loans and the  repayments to the Swing Line Bank may be made on a sweep basis requiring no formal  notification from AGCO.  The Swing Line Bank may at its discretion, upon three (3)  Business Days written notice to AGCO, choose to require written notification of Swing  Line Loans from AGCO, but is not required to do so.  No Swing Line Loan shall be used  for the purpose of funding the payment of principal of any other Swing Line Loan.  Each  





 






50  \\4157-1107-4114  v16  Swing Line Loan shall accrue interest at such rate as may be agreed to between the Swing  Line Bank and AGCO, and such interest shall be due and payable in arrears monthly or  more frequently as may be required by the Swing Line Bank, and on the Maturity Date.   Within the limits of the Swing Line Sublimit, AGCO may borrow under this Section  2.1(b)(ii), prepay the Swing Line Loans and reborrow under this Section 2.1(b)(ii).  (c) Release from Prior Credit Agreement.  Each party hereto agrees  that Standard Chartered Bank was released as a party from the Prior Credit Agreement  immediately prior to the effectiveness of this Agreement.  2.2. Making the Loans.  (a) Notices.  Except as otherwise provided in Section 2.10, each  Borrowing shall be made on notice, given not later than:  (i) 11:00 a.m. (New York, New York time) on the third  Business Day prior to the date of a proposed Borrowing, in the case of a Borrowing  consisting of SOFR Loans or Euro Loans;  (ii) 10:00 a.m. (New York, New York time) on the day of a  proposed Borrowing, in the case of a Borrowing consisting of Base Rate Loans in U.S.  Dollars if the aggregate principal amount thereof is less than US$100,000,000;   (iii) 10:00 a.m. (New York, New York time) on the Business  Day prior to the date of a proposed Borrowing, in the case of a Borrowing consisting of  Base Rate Loans in U.S. Dollars if the aggregate principal amount thereof is  US$100,000,000 or more; or  (iv) such time as the Multicurrency Revolving Tranche Loan  Lenders and the Borrowers shall agree in the case of Agreed Alternative Currency Loans;  by AGCO, on behalf of the Borrowers, to the Administrative Agent and Administrative  Agent shall give to each Lender prompt notice thereof; provided, however, in connection  with the Borrowing of the initial Loans hereunder, such Borrowing may be made by  giving notice by 11:00 a.m. (New York, New York time) on the Business Day of such  Borrowing if such Borrowing consists of Base Rate Loans made in U.S. Dollars.  Each  such notice of a Borrowing (a "Notice of Borrowing") shall be by electronic mail,  telecopier or telephone, confirmed immediately in writing, in substantially the form of  Exhibit B hereto, specifying therein the:  (A) requested date of such Borrowing (which shall be a  Business Day) and the name of the applicable Borrower for such Borrowing;  (B) requested Type of Loans comprising such Borrowing which  (1) may be a Base Rate Loan or a SOFR Loan if such Loan is a USD Loan and (2) shall  be a Non-Base Rate Loan if the requested currency for such Borrowing is an Offshore  Currency;  





 






51  \\4157-1107-4114  v16  (C) requested aggregate principal amount of such Borrowing;   (D) requested currency in which such Borrowing is to be made;  (E) in the case of a Borrowing consisting of Non-Base Rate  Loans, the requested Interest Period for each such Borrowing, including the expiration  date thereof;  (F) in the case of a Borrowing of Revolving Loans, whether  such Borrowing shall be Multicurrency Revolving Tranche Loan Borrowing or USD  Revolving Tranche Loan Borrowing; and  (G) Borrower's Account of such Borrower for such Borrowing  (which shall be with an institution located in the same country as the Administrative  Agent's Account for the requested currency of such Borrowing).  (b) Making of Loans by Lenders.  In the case of a proposed Borrowing  comprised of Non-Base Rate Loans, the Administrative Agent shall promptly (and in any  case no later than 11:00 a.m. (New York, New York time) on the second Business Day  before any Non-Base Rate Loan or 1:00 p.m. (New York, New York time) on the day of  any Base Rate Loan) notify each Lender of the applicable interest rate under Section  2.5(a).  Each Lender shall, before 11:00 a.m. (Relevant Currency Time) on the date of  any Borrowing consisting of Non-Base Rate Loans, or 3:00 p.m. (New York, New York  time) on the date of any Borrowing consisting of Base Rate Loans, make available for the  account of its lending office to the Administrative Agent at the Administrative Agent's  Account for Borrowings in the applicable currency, in same-day funds, such Lender's Pro  Rata Share of such Borrowing in accordance with the respective Commitment of such  Lender.  After the Administrative Agent's receipt of such funds and upon fulfillment of  the applicable conditions set forth in Article 3, the Administrative Agent will make such  funds available to the Borrowers by delivering such funds to the relevant Borrower's  Account in the applicable currency; provided that, in the case of any Borrowing, the  Administrative Agent shall first make a portion of such funds, equal to the aggregate  principal amount of any Letter of Credit Advances to the Borrowers made by the Issuing  Banks and outstanding on the date of such Borrowing, available for repayment of such  Letter of Credit Advances.  Receipt of such funds in the Borrower's Account shall be  deemed to have occurred when the Administrative Agent notifies AGCO, by telephone or  otherwise, of the Federal Reserve Bank reference number, CHIPS identification number  or similar number with respect to the delivery of such funds.     (c) Appointment of AGCO as Agent, Etc.  Each Notice of Borrowing  shall be irrevocable and binding on the Borrowers.  Each Borrower (other than AGCO)  (i) irrevocably and unconditionally designates, as its agent for purposes of delivering any  Notice of Borrowing or Notice of Issuance on behalf of the Borrowers, AGCO and any  officer or employee of AGCO, and (ii) acknowledges that (A) any such Notice of  Borrowing or Notice of Issuance at any time delivered by AGCO or any such officer or  employee shall be binding on each Borrower and (B) neither the Administrative Agent  nor any Lender shall have any duty to determine whether the delivery of any such Notice  





 






52  \\4157-1107-4114  v16  of Borrowing or Notice of Issuance by AGCO or any such officer or director was duly  authorized by each Borrower in any specific instance.  In the case of any Borrowing that  the related Notice of Borrowing specifies is to be comprised of Non-Base Rate Loans,  AGCO shall indemnify each Lender against any loss, cost or expense incurred by such  Lender as a result of any failure to fulfill on or before the date specified in such Notice of  Borrowing the applicable conditions set forth in Article 3, including without limitation  any loss (including loss of anticipated profits), cost or expense incurred by reason of the  liquidation or reemployment of deposits or other funds acquired by such Lender to fund  the Revolving Loan to be made by such Lender as part of such Borrowing when such  Revolving Loan, as a result of such failure, is not made on such date.  (d) Swing Line Loans.  (i) As it is understood that the purpose for the Swing Line  Loan is to fund AGCO's operating account, the Swing Line Loans and repayments to the  Swing Line Bank may be made on a sweep basis, requiring no formal notification from  AGCO.  The Swing Line Bank may at its discretion, upon three (3) Business Days'  written notice to AGCO, choose to require written notification of Swing Line Loans from  AGCO, but is not required to do so.  At any time the Swing Line Bank makes a Swing  Line Loan, each Multicurrency Revolving Tranche Loan Lender (other than the Swing  Line Bank) shall be deemed, without further action by any Person, to have purchased  from the Swing Line Bank an unfunded participation in any such Swing Line Loan in an  amount equal to such Multicurrency Revolving Tranche Loan Lender's Pro Rata Share  (calculated in accordance with Section 2.11(e)(iv) if any Lender is a Defaulting Lender)  of such Swing Line Loan and shall be obligated to fund such participation as a  Multicurrency Revolving Tranche Loan at such time and in the manner provided below.   Each such Multicurrency Revolving Tranche Loan Lender's obligation to participate in,  purchase and fund such participating interests shall be absolute, irrevocable and  unconditional and shall not be affected by any circumstance, including, without  limitation, (1) any set-off, counterclaim, recoupment, defense or other right which such  Lender or any other Person may have against the Swing Line Bank or any other Person  for any reason whatsoever; (2) the occurrence or continuance of a Default or an Event of  Default or the termination of the Multicurrency Revolving Tranche Loan Commitments;  (3) any adverse change in the condition (financial or otherwise) of AGCO or any other  Person; (4) any breach of this Agreement by any Borrower or any other Lender; or (5)  any other circumstance, happening or event whatsoever, whether or not similar to any of  the foregoing.  Each Borrower hereby consents to each such sale and assignment.  Each  Multicurrency Revolving Tranche Loan Lender agrees to fund its Pro Rata Share  (calculated in accordance with Section 2.11(e)(iv) if any Lender is a Defaulting Lender)  of an outstanding Swing Line Loan on (x) the Business Day on which demand therefor is  made by the Swing Line Bank, provided that such demand is made not later than 11:00  a.m. (New York City time) on such Business Day, or (y) the first Business Day next  succeeding such demand if such demand is made after such time.  Upon any such  assignment by the Swing Line Bank to any other Multicurrency Revolving Tranche Loan  Lender of a participation in a Swing Line Loan, the Swing Line Bank represents and  warrants to such other Multicurrency Revolving Tranche Loan Lender that it is the legal  and beneficial owner of such interest being assigned by it, but makes no other  





 






53  \\4157-1107-4114  v16  representation or warranty and assumes no responsibility with respect to such Swing Line  Loan, the Loan Documents or the Borrowers.  If and to the extent that any Multicurrency  Revolving Tranche Loan Lender shall not have so made the amount of such participation  in such Swing Line Loan available to the Administrative Agent, such Multicurrency  Revolving Tranche Loan Lender agrees to pay to the Administrative Agent forthwith on  demand such amount together with interest thereon, for each day from the date of request  by the Swing Line Bank until the date such amount is paid to the Administrative Agent,  at the Federal Funds Effective Rate.  If such Multicurrency Revolving Tranche Loan  Lender shall pay to the Administrative Agent such amount for the account of the Swing  Line Bank on any Business Day, such amount so paid in respect of principal shall  constitute a US$ Multicurrency Revolving Tranche Loan made by such Multicurrency  Revolving Tranche Loan Lender on such Business Day for purposes of this Agreement,  and the outstanding principal amount of the Swing Line Loan made by the Swing Line  Bank shall be reduced by such amount on such Business Day.  (ii) Unless the Swing Line Bank is the Administrative Agent,  the Swing Line Bank shall provide to the Administrative Agent, on Friday of each week  and on each date the Administrative Agent notifies the Swing Line Bank that any  Borrower has made a borrowing request or the Administrative Agent otherwise requests  the same, an accounting for the outstanding Swing Line Loans in form reasonably  satisfactory to the Administrative Agent.  At any time that the aggregate Unused  Multicurrency Revolving Tranche Loan Commitments are less than US$25,000,000, the  Swing Line Sublimit shall be reduced temporarily to such lesser amount; and  (iii) Unless a Default or an Event of Default then exists, the  Swing Line Bank shall give AGCO and the Administrative Agent at least seven (7) days'  prior written notice before exercising its discretion herein not to make Swing Line Loans.   AGCO must give ten (10) days' prior written notice to the Administrative Agent and the  then existing Swing Line Bank of any change in designation of the Swing Line Bank.   The replaced Swing Line Bank shall continue to be a "Swing Line Bank" for purposes of  repayment of any Swing Line Loans made prior to such replacement and outstanding  after such replacement.  (e) Presumption by Administrative Agent.  Unless Administrative  Agent shall have received notice from a Lender prior to the proposed date of any  Borrowing that such Lender will not make available to Administrative Agent such  Lender's share of such Borrowing, Administrative Agent may assume that such Lender  has made such share available on such date in accordance with paragraph (b) of this  Section and may, in reliance upon such assumption but without any obligation to do so,  make available to Borrowers a corresponding amount.  In such event, if a Lender has not  in fact made its share of the applicable Borrowing available to Administrative Agent,  then the applicable Lender on the one hand and the applicable Borrowers on the other  severally agree to pay to Administrative Agent forthwith on demand such corresponding  amount with interest thereon, for each day from and including the date such amount is  made available to any Borrower to but excluding the date of payment to Administrative  Agent, at (i) in the case of a payment to be made by such Lender, for the first three  Business Days the greater of the Federal Funds Effective Rate and a rate determined by  





 






54  \\4157-1107-4114  v16  Administrative Agent in accordance with banking industry rules on interbank  compensation and thereafter at the Base Rate (for such applicable currency) and (ii) in the  case of a payment to be made by a Borrower, the interest rate applicable to Base Rate  Loans (for such applicable currency).  If Borrowers and such Lender shall pay such  interest to Administrative Agent for the same or an overlapping period, Administrative  Agent shall promptly remit to the applicable Borrowers the amount of such interest paid  by such Borrowers for such period.  If such Lender pays its share of the applicable  Borrowing to Administrative Agent, then the amount so paid shall constitute such  Lender's Loan included in such Borrowing.  Any payment by Borrowers shall be without  prejudice to any claim such Borrowers may have against a Lender that shall have failed  to make such payment to Administrative Agent.  A notice of Administrative Agent to any  Lender or any Borrower with respect to any amount owing under this paragraph (e) shall  be conclusive, absent manifest error.  (f) Obligations of Lenders Several.  The obligations of the Lenders  hereunder to make Loans, to fund participations in Letters of Credit and Swing Line  Loans and to make payments pursuant to Section 8.6 are several and not joint.  The  failure of any Lender to make any Loan, to fund any such participation or to make any  payment under Section 8.6 on any date required hereunder shall not relieve any other  Lender of its corresponding obligation to do so on such date, and no Lender shall be  responsible for the failure of any other Lender to so make its Loan, to purchase its  participation or to make its payment under Section 8.6.  2.3. Reduction of the Commitments.  AGCO may, upon at least three (3)  Business Days' notice to the Administrative Agent, terminate in whole or reduce in part  the unused portions of the Unused Revolving Loan Commitments; provided that each  partial reduction:  (i) shall be in an aggregate amount of US$10,000,000 or an integral  multiple of US$5,000,000 in excess thereof; (ii) shall be made ratably among the Lenders  in accordance with their Revolving Loan Commitments; and (iii) shall be permanent and  irrevocable.  2.4. Repayments.  (a) Optional Prepayments.  The Borrowers may, upon at least three (3)  (or two (2) in the case of a Base Rate Loan) Business Days' notice to the Administrative  Agent, prepay pro rata among the Lenders of any Class the outstanding amount of any  Loans of such Class (other than any Swing Line Loans or Letter of Credit Advances  (resulting from a drawing under a Letter of Credit) not participated to any other Lender,  in which case, such prepayments shall not be made on a pro rata basis or require prior  notice) in whole or in part with accrued interest to the date of such prepayment on the  amount prepaid; provided, however, that in the event that any Lender receives payment  of the principal of any Non-Base Rate Loan other than on the last day of the Interest  Period relating to such Non-Base Rate Loan (whether due to prepayments made by any  Borrower, or due to acceleration of the Loans, or due to any other reason (except as set  forth in Section 2.11(f))), the applicable Borrowers shall pay to such Lender on demand  any amounts owing pursuant to Section 10.2.   Any prepayment of the Incremental Term  Loans pursuant to this Section 2.4(a) shall be in a minimum amount of US$10,000,000,  





 






55  \\4157-1107-4114  v16  and in an integral multiple of US$5,000,000 in excess thereof.  Any repayments of an  Incremental Term Loan may not be reborrowed.  (b) Mandatory Prepayments.  (i) On any date on which the Multicurrency Revolving  Tranche Loan Commitments or the USD Revolving Tranche Loan Commitments shall be  reduced pursuant to Section 2.3, if the Multicurrency Revolving Tranche Loan  Outstandings or the USD Revolving Tranche Loan Exposure on such date shall exceed  the Total Multicurrency Revolving Tranche Loan Commitment or Total USD Revolving  Tranche Loan Commitment, as the case may be, after giving effect to such reduction, the  Borrowers shall prepay the (x) Multicurrency Revolving Tranche Loans or the Letter of  Credit Advances or (y) USD Revolving Tranche Loans, as applicable, in the aggregate  principal amount equal to such excess, and shall pay on demand to the Multicurrency  Revolving Tranche Loan Lenders or USD Revolving Tranche Loan Lenders, as  applicable, any amounts owing under Section 10.2 as a result of such prepayment.  Each  such prepayment by a Borrower shall be applied ratably to such (x) Multicurrency  Revolving Tranche Loans or to such Letter of Credit Advances pursuant to draws on the  same Letter of Credit or (y) USD Revolving Tranche Loans, as applicable, issued for the  account of such Borrower, as AGCO shall designate at the time of such prepayment.  (ii) If, on the last Business Day of any calendar quarter, the  Multicurrency Revolving Tranche Loan Outstandings on such date shall exceed one  hundred five percent (105%) of the amount of the Total Multicurrency Revolving  Tranche Loan Commitments on such date (the "Currency Exchange Excess"), such  Borrowers shall prepay the Multicurrency Revolving Tranche Loans in such amount as  may be necessary to eliminate such excess (after giving effect to any payments pursuant  to clause (iii) below); provided, to the extent such prepayment would require the  repayment of a Non-Base Rate Loan prior to the end of the Interest Period applicable  thereto, AGCO may instead deliver same-day funds to the Administrative Agent for  deposit in such interest-bearing account as the Administrative Agent shall specify (the  "Borrower Cash Collateral Account"), in an amount equal to the Currency Exchange  Excess (net of any prepayment pursuant to this Section).  The Borrower Cash Collateral  Account shall be in the name and under the sole dominion and control of the  Administrative Agent.  The Administrative Agent shall have no obligation to invest any  amounts on deposit in the Borrower Cash Collateral Account.  AGCO grants to the  Administrative Agent, for its benefit and the benefit of the Lenders, a lien on and security  interest in the Borrower Cash Collateral Account and all amounts from time to time on  deposit therein as collateral security for the performance of AGCO's obligations under  this Agreement and the other Loan Documents.  The Administrative Agent shall have all  rights and remedies available to it under Applicable Law with respect to the Borrower  Cash Collateral Account and all amounts on deposit therein.  Promptly after any date on  which there shall occur a reduction in the amount of the Currency Exchange Excess, the  Administrative Agent will return to AGCO, free and clear of any Lien under this Section,  an amount equal to the excess of amounts then on deposit in the Borrower Cash  Collateral Account (including accrued interest) over the amount of the Currency  Exchange Excess as of the date of and after giving effect to such reduction.  





 






56  \\4157-1107-4114  v16  (iii) If, on the last Business Day of any calendar quarter, the  L/C Obligations on such date shall exceed the Letter of Credit Subfacility on such date,  AGCO shall deliver to the Administrative Agent for deposit in the L/C Cash Collateral  Account an amount sufficient to cause the aggregate amount on deposit in such L/C Cash  Collateral Account to equal the amount of such excess.   (iv) Each Borrower shall, within one (1) Business Day of the  making thereof by an Issuing Bank, repay to the Administrative Agent for the account of  such Issuing Bank the outstanding principal amount of each Letter of Credit Advance  made to such Borrower.  (v) Each Borrower shall pay the outstanding unpaid principal  balance of, and all accrued and unpaid interest on, the Revolving Loans and the Letter of  Credit Advances made to it on the earlier of (x) the Maturity Date or (y) the date the  Loans are accelerated in accordance with the terms and conditions of Article 7 of this  Agreement.  (c) Reserved.    (d) Interest on Principal Amounts Prepaid.  All prepayments under this  Section 2.4 shall be made together with accrued interest to the date of such prepayment  on the principal amount prepaid.  2.5. Interest.  (a) Ordinary Interest.  Each Borrower shall pay interest on the unpaid  principal amount of each Loan owing hereunder from the date of such Loan until such  principal amount shall be paid in full, at the following rates per annum:  (i) Base Rate Loan.  During such periods as such Loan is a  Base Rate Loan, at a rate per annum equal at all times to the Base Rate in effect from  time to time plus the Applicable Margin in effect for Base Rate Loans of such Class,  payable (x) in arrears quarterly on the last day of each calendar quarter during such  periods, (y) on the date on which such Base Rate Loan shall be paid in full, and (z) on the  Maturity Date.  (ii) Non-Base Rate Loans.  During such periods as such Loan  is a Non-Base Rate Loan, a rate per annum equal at all times during each Interest Period  for such Non-Base Rate Loan to the sum of (x) the applicable Non-Base Rate Benchmark  for such Interest Period for such Loan, plus (y) the Applicable Margin in effect for Non- Base Rate Loans from time to time, payable in arrears on (A) the last day of such Interest  Period, (B) if such Interest Period has a duration of more than three (3) months, also on  each day that occurs during such Interest Period every three (3) months from the first day  of such Interest Period, (C) on the date on which such Loan shall be paid in full and (D)  on the Maturity Date.  (b) Interest Rate Basis for Initial Loans and Loans in Offshore  Currencies.  Notwithstanding any provision in this Agreement to the contrary, Borrowers  





 






57  \\4157-1107-4114  v16  may not make any Borrowing of SOFR Loans or Offshore Currency Loans on the  Agreement Date unless Administrative Agent receives the applicable Notice of  Borrowing not later than 11:00 a.m., New York City time, three Business Days prior to  the Agreement Date, together with a funding indemnity letter from AGCO agreeing to  pay losses as described in Section 10.2, in form and substance acceptable to  Administrative Agent.  Offshore Currency Loans may not bear interest at a rate based on  the Base Rate other than as required by Section 10.1(f)(ii).  (c) Default Interest.  (i) Immediately upon the occurrence and during  the continuation of an Event of Default under Section 7.1(a) or 7.1(e), or at the election  of the Administrative Agent or the Required Lenders when any other Event of Default  has occurred and is continuing, in addition to all of the rights and remedies described in  this Agreement, the Borrowers shall pay interest on the outstanding principal balance of  the Loans at the Default Rate from the date of such Event of Default.  Interest at the  Default Rate shall be payable on the earlier of demand by the Administrative Agent or  Required Lenders or the Maturity Date, and shall accrue until the earlier of (i) waiver in  writing by Required Lenders of the applicable Event of Default, (ii) agreement by  Required Lenders to rescind the charging of interest at the Default Rate, or (iii) payment  in full of the Obligations.  Notwithstanding anything to the contrary in this Agreement,  any interest, fees or other amounts not paid by the Borrowers when due hereunder shall  accrue interest at the Default Rate applicable to the Base Rate Loans.  2.6. Fees.  (a) Administrative Agent.  The Borrowers agree to pay to the  Administrative Agent for its own account a fee separately agreed between the Borrowers  and the Administrative Agent and such other fees required by the Fee Letter on the dates  set forth therein.  (b) Unused Revolver Fee.    (i) The Borrowers shall pay to the Administrative Agent for  the account of the Lenders an unused commitment fee (the "Unused Revolver Fee") in  U.S. Dollars computed each day, on each Lender's Adjusted Unused Revolving Loan  Commitment, from the Agreement Date until the Maturity Date at a rate per annum equal  to the Applicable Margin for the Unused Revolver Fee in effect from time to time, which  fee shall be due and payable quarterly in arrears on the last day of each calendar quarter  (commencing with the first calendar quarter ending after the Agreement Date) and, if  then unpaid, on the Maturity Date.  (c) Letter of Credit Fee.  From and after the Agreement Date, each  Borrower shall pay to the Administrative Agent, for the account of the Multicurrency  Revolving Tranche Loan Lenders, a fee computed each day at a rate equal to the rate per  annum equal to the Applicable Margin on such day for Non-Base Rate Loans on the  Equivalent Amount of aggregate Available Amount of all Letters of Credit outstanding  and issued for such Borrowers' account, which fee shall be due and payable quarterly in  arrears on the last day of each calendar quarter (commencing with the first calendar  





 






58  \\4157-1107-4114  v16  quarter ending after the Agreement Date) and, if then unpaid, on the Maturity Date.  Each  such Multicurrency Revolving Tranche Loan Lender's fee shall be calculated by  allocating to such Multicurrency Revolving Tranche Loan Lender a portion of the total  fee determined ratably according to such Multicurrency Revolving Tranche Loan  Lender's Pro Rata Share of the Multicurrency Revolving Tranche Loan Commitments.  (d) Issuing Bank Fee.  From and after the Agreement Date, the  Borrowers agree to pay to each Issuing Bank a fee calculated at a rate per annum to be  agreed upon by Borrowers and such Issuing Bank on the face amount of each Letter of  Credit issued by such Issuing Bank which fee shall be due and payable quarterly in  arrears on the last day of each calendar quarter during which such Letter of Credit was  outstanding (commencing with the first calendar quarter ending after the Agreement  Date) and, if then unpaid, on the Maturity Date.  Additionally, the Borrowers agree to pay  to each Issuing Bank, for its own account, its customary fees for issuing, amending,  paying, negotiating or renewing any Letter of Credit issued by such Issuing Bank, which  fees shall be due and payable on the date of each such issuance, amendment, payment,  negotiation or renewal.  In the event of any inconsistency between the terms of this  Agreement and the terms of any letter of credit reimbursement agreements or  indemnification agreements between any Borrower and any Issuing Bank with respect to  the Letters of Credit issued hereunder, the terms of this Agreement shall control.  2.7. Conversion and Designation of Interest Periods.  (a) On any Business Day, upon notice given to the Administrative  Agent not later than 11:00 a.m. (New York, New York time) on the third Business Day  prior to the date of the proposed Conversion or Continuation and subject to the provisions  of Section 10.1 and so long as no Default or Event of Default has occurred and is  continuing, AGCO may Convert all or any portion of the Loans (but not Letter of Credit  Advances) in U.S. Dollars of one Type comprising the same Borrowing into Loans of  another Type, or Continue any Non-Base Rate Loan for an additional Interest Period;  provided, if (i) less than all Non-Base Rate Loans of any Class are Converted or  Continued, after such Conversion or Continuation, not less than the minimum amounts  specified in Section 2.1 (which minimums shall apply equally to any Incremental Term  Loan Borrowings Converted hereunder) shall Continue as Non-Base Rate Loans of such  Class; (ii) less than all Loans comprising part of the same Borrowing are Converted or  Continued, the portion of the Loans Converted or Continued must at least equal the  minimum aggregate principal amount of a Borrowing permitted under Section 2.1 (which  minimums shall apply equally to any Incremental Term Loan Borrowings Converted  hereunder) and all Lenders' Loans comprising the Borrowing to be Converted or  Continued in part shall be Converted or Continued ratably in accordance with their  applicable Pro Rata Shares; and (iii) each Conversion of less than all Loans comprising  part of the same Borrowing shall be deemed to be an additional Borrowing for purposes  of Section 2.7(d), and no such Conversion or Continuation of any Loans may result in  there being outstanding more separate Borrowings of Non-Base Rate Loans than  permitted under Section 2.7(d).  Each such notice of Conversion or Continuation shall,  within the restrictions specified above, specify (i) the date of such Conversion, or the last  date of the Interest Period of the Loans to be Continued, (ii) the Loans to be Converted or  





 






59  \\4157-1107-4114  v16  Continued, and (iii) if such Conversion is into Non-Base Rate Loans or a Continuation of  Non-Base Rate Loans, the duration and the expiration date of the new Interest Period  thereof.  Each notice of Conversion or Continuation shall be irrevocable and binding on  AGCO.  If a Borrower requests a Conversion to or Continuation of a Non-Base Rate  Loan but does not specify an Interest Period, then Borrowers shall be deemed to have  selected an Interest Period of one month's duration.  (b) On the date on which the aggregate unpaid principal amount of  Non-Base Rate Loan of any Class denominated in U.S. Dollars shall be reduced, by  payment or prepayment or otherwise, to less than US$5,000,000, such Loans shall  automatically Convert into Base Rate Loans.  (c) If a Borrower fails to deliver a timely and properly completed  notice of Conversion or Continuation with respect to a Non-Base Rate Loan (as set forth  in clause (a) above) prior to the end of the Interest Period applicable thereto, such  Borrower shall be automatically deemed to have requested that such Non-Base Rate Loan  Continue as a Non-Base Rate Loan with a one month Interest Period, subject to such  Borrower's right to repay such Non-Base Rate Loan, at the end of such original Interest  Period (which repayment shall be accompanied by any costs under Section 10.2),  (d) No Borrower shall request a Non-Base Rate Loan if, after giving  effect thereto, there would be, in aggregate, more than twenty (20) Borrowings of Non- Base Rate Loans outstanding.  2.8. Payments and Computations.  (a) Each Borrower shall make each payment hereunder free and clear  of any setoff or counterclaim, with such payment (other than repayment of a Swing Line  Loan) being paid not later than 11:00 a.m. (Relevant Currency Time) on the day when  due in the case of principal or interest on and other amounts relating to any Borrowing in  the currency in which such Borrowing was denominated and in any other case in U.S.  Dollars, to the Administrative Agent in same-day funds by deposit of such funds to the  Administrative Agent's Account for payments in the applicable currency.  The  Administrative Agent will promptly thereafter (and in any event, if received from a  Borrower by the time specified in the preceding two sentences, on the day of receipt)  cause like funds to be distributed (i) if such payment by a Borrower is in respect of  principal, interest, fees or any other Obligation then payable hereunder in a particular  currency, to the applicable Lenders for the account of their respective lending offices for  payments in such currency ratably in accordance with the amounts of such respective  Obligations in such currency then payable to such Lenders, and (ii) if such payment by a  Borrower is in respect of any Obligation then payable hereunder to one Lender, to such  Lender for the account of its lending office for payments in the applicable currency.   Upon its acceptance of an Assignment and Assumption and recording of the information  contained therein in the Register pursuant to Section 9.6(d), from and after the effective  date of such Assignment and Assumption, the Administrative Agent shall make all  payments hereunder in respect of the interest assigned hereby to the Lender assignee  hereunder, and the parties to such Assignment and Assumption shall make all appropriate  





 






60  \\4157-1107-4114  v16  adjustments in such payments for periods prior to such effective date directly between  themselves.  (b) If the Administrative Agent receives funds for application to the  Obligations under the Loan Documents under circumstances for which the Loan  Documents do not specify the Loans to which, or the manner in which, such funds are to  be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute  such funds to each Lender ratably in accordance with such Lender's proportionate share  of the principal amount of all outstanding Loans and the Available Amount of all Letters  of Credit then outstanding, in repayment or prepayment of such of the outstanding Loans  or other Obligations owed to such Lender, and for application to such principal  installments, as the Administrative Agent shall direct.  (c) All computations of interest on Base Rate Loans accruing interest  at the Prime Rate, shall be made by the Administrative Agent on the basis of a year of  three hundred sixty-five (365) days (or three hundred sixty-six 366 days, as the case may  be) for the actual number of days (including the first day but excluding the last day)  occurring in the period for which such interest is payable.  All other computations of  interest, fees and Letter of Credit fees payable by any Borrower shall be made by the  Administrative Agent on the basis of a year of three hundred sixty (360) days, and in  each case shall be payable for the actual number of days (including the first day but  excluding the last day) occurring in the period for which such interest, fees or  commissions are payable.  Each determination by the Administrative Agent of an interest  rate, fee or commission hereunder shall be conclusive and binding for all purposes,  absent manifest error.  (d) Whenever any payment hereunder shall be stated to be due on a  day other than a Business Day, such payment shall be made on the next succeeding  Business Day, and such extension of time shall in such case be included in the  computation of payment of interest or commitment fee, as the case may be; provided that,  if such extension would cause payment of interest on or principal of a Non-Base Rate  Loan to be made in the next-following calendar month, such payment shall be made on  the next-preceding Business Day.  (e) Unless the Administrative Agent shall have received notice from  AGCO prior to the date on which any payment is due to the Lenders hereunder that the  Borrowers will not make such payment in full, the Administrative Agent may assume that  the Borrowers have made such payment in full to the Administrative Agent on such date  and the Administrative Agent may, in reliance upon such assumption, cause to be  distributed to each such Lender on such due date an amount equal to the amount then due  such Lender.  If and to the extent such Borrower shall not have so made such payment in  full to the Administrative Agent and the Administrative Agent makes available to a  Lender on such date a corresponding amount, such Lender shall repay to the  Administrative Agent forthwith on demand such amount distributed to such Lender  together with interest thereon, for each day from the date such amount is distributed to  such Lender until the date such Lender repays such amount to the Administrative Agent,  at the Federal Funds Effective Rate.  





 






61  \\4157-1107-4114  v16  2.9. Sharing of Payments, Etc.    (a) Except as otherwise provided in this Agreement, the  Administrative Agent agrees that promptly after its receipt of each payment from or on  behalf of any Borrower in respect of any Obligations hereunder, it shall distribute such  payment to the Lenders (other than any Lender that has consented in writing to waive its  pro rata share of any such payment) pro rata based upon their respective shares, if any, of  the Class of Obligations with respect to which such payment was received.   (b) If any Lender shall obtain at any time any payment (whether  voluntary, involuntary, through the exercise of any right of set-off, or otherwise)  distributed other than in accordance with the provisions of this Agreement (including the  application of funds arising from the existence of a Defaulting Lender):  (1) on account of  Obligations due and payable to such Lender hereunder at such time in excess of its  ratable share (according to the proportion of (i) the amount of such Obligations due and  payable to such Lender at such time to (ii) the aggregate amount of the Obligations due  and payable to all Lenders hereunder at such time) of payments on account of the  Obligations due and payable to all Lenders hereunder at such time obtained by all the  Lenders at such time; or (2) on account of Obligations owing (but not due and payable) to  such Lender hereunder at such time in excess of its ratable share (according to the  proportion of (iii) the amount of such Obligations owing to such Lender at such time to  (iv) the aggregate amount of the Obligations owing (but not due and payable) to all  Lenders hereunder at such time) of payments on account of the Obligations owing (but  not due and payable) to all Lenders hereunder at such time obtained by all the Lenders at  such time; such Lender shall forthwith purchase from the other Lenders such  participations in the Obligations due and payable or owing to them, as the case may be, as  shall be necessary to cause such purchasing Lender to share the excess payment ratably  with each of them; provided that if all or any portion of such excess payment is thereafter  recovered from such purchasing Lender, such purchase from each other Lender shall be  rescinded and such other Lender shall repay to the purchasing Lender the purchase price  to the extent of such other Lender's ratable share (according to the proportion of (x) the  purchase price paid to such Lender to (y) the aggregate purchase price paid to all  Lenders) of such recovery together with an amount equal to such Lender's ratable share  (according to the proportion of (A) the amount of such other Lender's required repayment  to (B) the total amount so recovered from the purchasing Lender) of any interest or other  amount paid or payable by the purchasing Lender in respect of the total amount so  recovered.  The Borrowers agree that any Lender so purchasing a participation from  another Lender pursuant to this Section may, to the fullest extent permitted by law,  exercise all its rights of payment (including the right of set-off) with respect to such  participation as fully as if such Lender were the direct creditor of such Borrower in the  amount of such participation.  (c) Notwithstanding anything to the contrary contained herein, the  provisions of clauses (a) and (b) above of this Section 2.9 shall be subject to the express  provisions of this Agreement which require, or permit, differing payments to be made to  Non-Defaulting Lenders as opposed to Defaulting Lenders.  





 






62  \\4157-1107-4114  v16  2.10. Letters of Credit.  (a) The Letter of Credit Subfacility.  Each Issuing Bank agrees, on the  terms and conditions hereinafter set forth, to issue letters of credit (the "Letters of  Credit") for the account of any Borrower or its Subsidiary from time to time on any  Business Day during the period from the Agreement Date until sixty (60) days before the  Maturity Date (i) in an aggregate Available Amount for such Letters of Credit not to  exceed at any time the amount of the Letter of Credit Subfacility, minus the aggregate  principal amount of all Letter of Credit Advances to any Borrower then outstanding and  (ii) in an Available Amount for each Letter of Credit issued for the account of a Borrower  or a Subsidiary of a Borrower not to exceed the aggregate Multicurrency Revolving  Tranche Loan Commitment Loans on such Business Day.  No Letter of Credit shall have  an expiration date (including all rights of a Borrower or the beneficiary to require  renewal) later than the earlier of five (5) days before the Maturity Date and one (1) year  after the date of issuance thereof; provided, however, that any Letter of Credit that  expires one (1) year after the date of its issuance may provide for the automatic renewal  of such Letter of Credit for additional one (1)-year periods so long as such Letter of  Credit, as renewed, shall have an expiration date not later than five (5) days before the  Maturity Date.  Notwithstanding the foregoing, a Letter of Credit may have an expiration  date later than five (5) days prior to the Maturity Date if the requesting Borrower  provides, at the time of the issuance of such Letter of Credit, Cash Collateral to the  Administrative Agent for the benefit of the Multicurrency Revolving Tranche Loan  Lenders in an amount equal to one hundred five percent (105%) of the face amount of  such Letter of Credit (it being acknowledged that the obligations of the Multicurrency  Revolving Tranche Loan Lenders to purchase participations in any such Letter of Credit  shall terminate on the Maturity Date to the extent of the Cash Collateral for such Letters  of Credit maintained by the Administrative Agent on such date).  Each Letter of Credit  issued by an Issuing Bank shall require that all draws thereon must be presented to such  Issuing Bank by the expiration date therefor, regardless of whether presented prior to  such date to any correspondent bank or other institution.  Within the limits of the Letter  of Credit Subfacility, and subject to the limits referred to above, the Borrowers may  request the issuance of Letters of Credit under this Section 2.10(a), repay any Letter of  Credit Advances resulting from drawings thereunder pursuant to Section 2.10(c) and  request the issuance of additional Letters of Credit under Section 2.10(b).   (b) Request for Issuance, Notices by Issuing Banks.  (i) Each Letter of Credit issued by an Issuing Bank shall be  issued upon notice, given not later than 11:00 a.m. (New York City time) on the third  Business Day prior to the date of the proposed issuance of such Letter of Credit, by a  Borrower to such Issuing Bank, which Issuing Bank shall give to the Administrative  Agent and each Lender prompt written notice thereof.  Each such notice of issuance of a  Letter of Credit (a "Notice of Issuance") shall be by electronic mail, telecopier or  telephone, confirmed immediately in writing, specifying therein (1) the requested date of  such issuance (which shall be a Business Day); (2) the requested Available Amount of  such Letter of Credit; (3) the requested expiration date of such Letter of Credit; (4) the  requested currency in which such Letter of Credit shall be denominated, which shall be  





 






63  \\4157-1107-4114  v16  U.S. Dollars or an Offshore Currency; provided that no Borrower shall make a request for  a Letter of Credit in any Agreed Alternative Currency unless it shall have previously  obtained the consent of each Revolving Loan Lender to the issuance of such Letter of  Credit in such currency; (5) the requested name and address of the beneficiary of such  Letter of Credit; and (6) the requested form of such Letter of Credit, and shall be  accompanied by such application and agreement for letter of credit (a "Letter of Credit  Agreement") as such Issuing Bank may specify to such Borrower for use in connection  with such requested Letter of Credit.  No letter of credit issued by a Lender that is not  also the Administrative Agent shall constitute a Letter of Credit issued pursuant to this  Agreement unless (and until) such Lender provides written notice of such Letter of Credit  to the Administrative Agent which notice shall include the information described in  clauses (1) through (5) of the immediately preceding sentence.  If (x) the requested form  of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, and (y) it  has not received notice of objection to such issuance from the Required Lenders, such  Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article 3,  make such Letter of Credit available to the requesting Borrower at its office referred to in  Section 9.2 or as otherwise agreed with such Borrower in connection with such issuance.   In the event and to the extent that the provisions of any Letter of Credit Agreement shall  conflict with this Agreement, the provisions of this Agreement shall govern.  A Letter of  Credit shall be deemed to have been issued for the account of each Borrower delivering  the Notice of Issuance therefor.  No Issuing Bank shall be obligated to issue Letters of  Credit to any beneficiary subject to Sanctions.  (ii) In connection with any Letter of Credit issued hereunder  that contains a statement to the effect that such Letter of Credit is issued for the account  of any Person that is a Subsidiary of a Borrower (that is not also a Borrower), such  Borrower shall, notwithstanding such statement, be the actual account party for all  purposes of this Agreement for such Letter of Credit and such statement shall not affect  the applicable Borrower's reimbursement obligations hereunder with respect to such  Letter of Credit.  Notwithstanding anything to the contrary set forth in this Agreement, no  Issuing Bank shall be required to issue a Letter of Credit for the account of any  Subsidiary of a Borrower (that is not also a Borrower) unless such Issuing Bank receives  such documentation and other information regarding such Subsidiary required by bank  regulatory authorities under applicable "know-your-customer" and anti-money laundering  rules and regulations, including the USA Patriot Act, as may be requested by such Issuing  Bank.  (iii) Each Issuing Bank (other than such Person that is also the  Administrative Agent) shall furnish to the Administrative Agent such information or  written reports regarding the outstanding Letters of Credit issued by such Issuing Bank,  the respective Available Amounts with respect thereto, the currencies in which such  Letters of Credit were denominated, for whose account such Letters of Credit were issued  and any drawings that have been made under such Letters of Credit as the Administrative  Agent may reasonably request from time to time.  (iv) For all purposes hereunder, including the calculation of  Revolving Loan Outstandings, L/C Outstandings and Fronting Exposure, the  





 






64  \\4157-1107-4114  v16  Administrative Agent shall be entitled to treat each Letter of Credit issued by an Issuing  Bank (other than an Issuing Bank that is also the Administrative Agent) as outstanding  from the later of the date of issuance, or the date Administrative Agent received notice  thereof pursuant to the notice delivered by such Issuing Bank pursuant to Section  2.10(b)(i), unless and until the Administrative Agent shall have received written notice  from such Issuing Bank of the termination, expiration, reduction, amendment,  modification or replacement of such Letter of Credit; provided that any notice by an  Issuing Bank of the issuance, termination, expiration, reduction, amendment,  modification or replacement of a Letter of Credit pursuant to Section 2.10(b)(i) or this  Section 2.10(b)(iv) received by the Administrative Agent on a day that is not a Business  Day, or after 11:00 a.m. (New York City time) on a Business Day, shall be deemed to  have been given at the opening of business on the next Business Day.  (c) Drawing and Reimbursement.  (i) The payment by an Issuing Bank of a draft drawn under  any Letter of Credit for the account of a Borrower or its Subsidiary shall constitute for all  purposes of this Agreement the making by an Issuing Bank of a Letter of Credit Advance  to such Borrower, which shall accrue interest at the Base Rate plus the Applicable  Margin in effect for Base Rate Loans, in the amount and currency of such draft, and be  immediately due and payable in full by such Borrower not later than 2:00 p.m., New  York City time, on (1) the Business Day that AGCO receives notice of such payment by  the Issuing Bank, if such notice is received prior to 12:00 noon, New York City time, on  such Business Day, or (2) the Business Day immediately following the day that AGCO  receives such notice, if such notice is not received prior to such time; provided that  AGCO may, subject to the conditions to borrowing set forth herein, request in accordance  with Section 2.2 that such payment be financed with a Revolving Loan that is a Base  Rate Loan or Swing Line Loan in an equivalent amount and currency and, to the extent  so financed, such Borrower's obligation to repay the Letter of Credit Advance shall be  discharged and replaced by the resulting Revolving Loan that is a Base Rate Loan or  Swing Line Loan.  (ii) Upon the issuance of each Letter of Credit by an Issuing  Bank, each Multicurrency Revolving Tranche Loan Lender shall be deemed to have  purchased from such Issuing Bank a participation therein equal to its Pro Rata Share  (calculated in accordance with Section 2.11(e)(iv) if any Multicurrency Revolving  Tranche Loan Lender is a Defaulting Lender) of the Available Amount of such Letter of  Credit and, upon written demand by such Issuing Bank following a draw on such a Letter  of Credit, with a copy of such demand to the Administrative Agent, each Multicurrency  Revolving Tranche Loan Lender shall purchase from such Issuing Bank, directly and not  as a participation, and such Issuing Bank shall sell and assign to each such other  Multicurrency Revolving Tranche Loan Lender, such other Multicurrency Revolving  Tranche Loan Lender's Pro Rata Share (calculated in accordance with Section 2.11(e)(iv)  if any Multicurrency Revolving Tranche Loan Lender is a Defaulting Lender) of such  Letter of Credit Advance resulting from such draw as of the date of such purchase to the  extent not previously repaid by the applicable Borrower, by making available for the  account of its lending office to the Administrative Agent for the account of such Issuing  





 






65  \\4157-1107-4114  v16  Bank, by deposit to the Administrative Agent's Account, in same-day funds in the  currency in which such Letter of Credit was denominated, an amount equal to the portion  of the outstanding principal amount of such Letter of Credit Advance to be purchased by  such Multicurrency Revolving Tranche Loan Lender.  (iii) Each Borrower agrees to each participation, sale and  assignment pursuant to this subsection (c).  (iv) Each Multicurrency Revolving Tranche Loan Lender  agrees to purchase its Pro Rata Share (calculated in accordance with Section 2.11(e)(iv) if  any Multicurrency Revolving Tranche Loan Lender is a Defaulting Lender) of an  outstanding Letter of Credit Advance made by an Issuing Bank on (1) the Business Day  on which demand therefor is made by such Issuing Bank, provided notice of such  demand is given not later than 11:00 a.m. (New York, New York time) on such Business  Day, or (2) the first Business Day next succeeding such demand if notice of such demand  is given after such time.  Upon any such assignment by an Issuing Bank to any Multicurrency Revolving Tranche  Loan Lender of a portion of a Letter of Credit Advance made by such Issuing Bank, such  Issuing Bank shall be deemed to have represented and warranted to such Multicurrency  Revolving Tranche Loan Lender that such Issuing Bank is the legal and beneficial owner  of such interest being assigned by it, but makes no other representation or warranty and  assumes no responsibility with respect to such Letter of Credit Advance, the Loan  Documents or any Loan Party.  If and to the extent that any Multicurrency Revolving  Tranche Loan Lender shall not have so made the purchase price for its Pro Rata Share  (calculated in accordance with Section 2.11(e)(iv) if any Multicurrency Revolving  Tranche Loan Lender is a Defaulting Lender) of a Letter of Credit Advance available to  the Administrative Agent, such Multicurrency Revolving Tranche Loan Lender agrees to  pay to the Administrative Agent forthwith on demand such amount together with interest  thereon, for each day from the date of demand by such Issuing Bank until the date such  amount is paid to the Administrative Agent, at the Federal Funds Effective Rate.  If such  Multicurrency Revolving Tranche Loan Lender shall pay to the Administrative Agent  such amount for the account of such Issuing Bank on any Business Day, such amount so  paid in respect of principal shall constitute a Letter of Credit Advance made by such  Multicurrency Revolving Tranche Loan Lender on such Business Day for purposes of  this Agreement, and the outstanding principal amount of the Letter of Credit Advance  made by such Issuing Bank shall be reduced by such amount on such Business Day.  (d) Obligations Absolute.  The Obligations of the Borrowers under this  Agreement, any Letter of Credit Agreement and any other agreement or instrument  relating to any Letter of Credit issued by an Issuing Bank shall be unconditional and  irrevocable, and shall be paid strictly in accordance with the terms of this Agreement,  such Letter of Credit Agreement and such other agreement or instrument under all  circumstances, including without limitation the following circumstances:  (i) any lack of validity or enforceability of this Agreement,  any Letter of Credit Agreement, any Letter of Credit or any other agreement or  





 






66  \\4157-1107-4114  v16  instrument relating thereto (this Agreement and all of the other foregoing being,  collectively, the "L/C Related Documents");  (ii) any change in the time, manner or place of payment of, or  in any other term of, all or any of the Obligations of any Borrower in respect of any L/C  Related Document or any other amendment or waiver of or any consent to departure from  all or any of the L/C Related Documents;  (iii) the existence of any claim, set-off, defense or other right  that any Borrower may have at any time against any beneficiary or any transferee of a  Letter of Credit (or any Persons for whom any such beneficiary or any such transferee  may be acting), such Issuing Bank or any other Person, whether in connection with the  transactions contemplated by the L/C Related Documents or any unrelated transaction;  (iv) any statement or any other document presented under a  Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or  any statement therein being untrue or inaccurate in any respect;  (v) payment by such Issuing Bank under a Letter of Credit  against presentation of a draft or certificate that does not strictly comply with the terms of  such Letter of Credit; provided that this clause (v) shall not be deemed to be a waiver of  any claim that any Borrower might have against such Issuing Bank as a result of any such  payment that arises from the gross negligence or willful misconduct of such Issuing  Bank;  (vi) any release or amendment or waiver of or consent to  departure from any Guaranty Agreement; or  (vii) any other circumstance or happening whatsoever, whether  or not similar to any of the foregoing, including without limitation any other  circumstance that might otherwise constitute a defense available to, or a discharge of, any  Borrower or a Guarantor.  2.11. Defaulting Lenders.    (a) Cash Collateralization.  At any time that there shall exist a  Defaulting Lender, within one Business Day following the written request of the  Administrative Agent or any Issuing Bank (with a copy to the Administrative Agent),  AGCO shall Cash Collateralize the Issuing Banks' Fronting Exposure with respect to  such Defaulting Lender (determined after giving effect to Section 2.11(e)(iv) and any  Cash Collateral provided by such Defaulting Lender) in an amount not less than the  Minimum Collateral Amount.  (b) Grant of Security Interest.  AGCO, and to the extent any Cash  Collateral is provided by any Defaulting Lender, such Defaulting Lender, hereby grants  to the Administrative Agent, for the benefit of the Issuing Banks, and agrees to maintain,  a first priority security interest in all such Cash Collateral as security for the Defaulting  Lenders' obligation to fund participations in respect of L/C Obligations, to be applied  





 






67  \\4157-1107-4114  v16  pursuant to clause (c) below.  If at any time the Administrative Agent determines that  Cash Collateral is subject to any right or claim of any Person other than the  Administrative Agent and the Issuing Banks as herein provided, or that the total amount  of such Cash Collateral is less than the Minimum Collateral Amount, AGCO will,  promptly upon demand by the Administrative Agent, pay or provide to the  Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such  deficiency (after giving effect to any Cash Collateral provided by the Defaulting Lender).  (c) Application.  Notwithstanding anything to the contrary contained  in this Agreement, Cash Collateral provided under this Section 2.11 in respect of Letters  of Credit shall be applied to the satisfaction of the Defaulting Lender's obligation to fund  participations in respect of L/C Obligations (including, as to Cash Collateral provided by  a Defaulting Lender, any interest accrued on such obligation) for which the Cash  Collateral was so provided, prior to any other application of such property as may  otherwise be provided for herein.  (d) Termination of Requirement.  Cash Collateral (or the appropriate  portion thereof) provided to reduce any Issuing Bank's Fronting Exposure shall no longer  be required to be held as Cash Collateral pursuant to this Section 2.11 following (i) the  elimination of the applicable Fronting Exposure (including by the termination of  Defaulting Lender status of the applicable Lender), or (ii) the determination by the  Administrative Agent and each Issuing Bank that there exists excess Cash Collateral;  provided that, subject to this Section 2.11 the Person providing Cash Collateral and each  Issuing Bank may agree that Cash Collateral shall be held to support future anticipated  Fronting Exposure or other obligations.  (e) Defaulting Lender Adjustments.  Notwithstanding anything to the  contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,  until such time as such Lender is no longer a Defaulting Lender (or a Defaulting Lender,  as applicable), to the extent permitted by Applicable Law:  (i) Waivers and Amendments.  If such Defaulting Lender is a  Defaulting Lender, such Defaulting Lender's right to approve or disapprove any  amendment, waiver or consent with respect to this Agreement shall be restricted as set  forth in the definition of Required Lenders.  (ii) Defaulting Lender Waterfall.  Any payment of principal,  interest, fees or other amounts received by the Administrative Agent for the account of  such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article  7 or otherwise) or received by the Administrative Agent from a Defaulting Lender  pursuant to Section 9.5 shall be applied at such time or times as may be determined by  the Administrative Agent as follows: FIRST, to the payment of any amounts owing by  such Defaulting Lender to the Administrative Agent hereunder; SECOND, to the  payment on a pro rata basis of any amounts owing by such Defaulting Lender to any  Issuing Bank or the Swing Line Bank hereunder; THIRD, to Cash Collateralize on a pro  rata basis the Issuing Banks' Fronting Exposure with respect to such Defaulting Lender in  accordance with Section 2.11(a); FOURTH, as AGCO may request (so long as no  





 






68  \\4157-1107-4114  v16  Default or Event of Default exists), to the funding of any Loan in respect of which such  Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as  determined by the Administrative Agent; FIFTH, if so determined by the Administrative  Agent and AGCO, to be held in a deposit account and released pro rata in order to (x)  satisfy such Defaulting Lender's potential future funding obligations with respect to  Loans under this Agreement and (y) Cash Collateralize on a pro rata basis the Issuing  Banks' future Fronting Exposure with respect to such Defaulting Lender with respect to  future Letters of Credit issued under this Agreement, in accordance with this Section  2.11; SIXTH, to the payment of any amounts owing to the Lenders, the Issuing Banks or  the Swing Line Bank as a result of any judgment of a court of competent jurisdiction  obtained by any Lender, any Issuing Bank or the Swing Line Bank against such  Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under  this Agreement; SEVENTH, so long as no Default or Event of Default exists, to the  payment of any amounts owing to the Borrowers as a result of any judgment of a court of  competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a  result of such Defaulting Lender's breach of its obligations under this Agreement; and  EIGHTH, to such Defaulting Lender or as otherwise directed by a court of competent  jurisdiction; provided that if (x) such payment is a payment of the principal amount of  any Loans (including any Letter of Credit Advances) in respect of which such Defaulting  Lender has not fully funded its appropriate share, and (y) such Loans were made or the  related Letters of Credit were issued at a time when the conditions set forth in Section 3.2  were satisfied or waived, such payment shall be applied solely to pay the Loans  (including Letter of Credit Advances) of all Non-Defaulting Lenders on a pro rata basis  prior to being applied to the payment of any Loans (including any Letter of Credit  Advances) of such Defaulting Lender until such time as all Loans and funded and  unfunded participations in L/C Obligations and Swing Line Loans are held by the  Lenders pro rata in accordance with the Revolving Loan Commitments without giving  effect to Section 2.11(e)(iv).  Any payments, prepayments or other amounts paid or  payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a  Defaulting Lender or to post Cash Collateral pursuant to this Section 2.11(e)(ii) shall be  deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably  consents hereto.  (iii) Certain Fees.   (A) No Defaulting Lender shall be entitled to receive  any Unused Revolver Fee for any period during which that Lender is a Defaulting Lender  (and the Borrowers shall not be required to pay any such fee that otherwise would have  been required to have been paid to that Defaulting Lender).  (B) No Defaulting Lender shall be entitled to receive  the fees for Letters of Credit provided under Section 2.6(c) for any period during which  that Lender is a Defaulting Lender except to the extent allocable to its Pro Rata Share of  the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant  to this Section 2.11.  





 






69  \\4157-1107-4114  v16  (C) With respect to any Letter of Credit fee not required  to be paid to any Defaulting Lender pursuant to clause (B) above, the applicable  Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee  otherwise payable to such Defaulting Lender with respect to such Defaulting Lender's  participation in L/C Obligations or Swing Line Loans that has been reallocated to such  Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and  the Swing Line Bank, as applicable, the amount of any such fee otherwise payable to  such Defaulting Lender to the extent allocable to such Issuing Bank's or the Swing Line  Bank's Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the  remaining amount of any such fee.  (iv) Reallocation of Participations to Reduce Fronting  Exposure.  All or any part of such Defaulting Lender's participation in L/C Obligations  and Swing Line Loans shall be reallocated among the Multicurrency Revolving Tranche  Loan Lenders that are Non-Defaulting Lenders in accordance with their respective Pro  Rata Share (calculated without regard to such Defaulting Lender's Revolving Loan  Commitment) but only to the extent that such reallocation does not cause the aggregate  Revolving Loan Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting  Lender's Revolving Loan Commitment.  Subject to Section 11.6, no reallocation  hereunder shall constitute a waiver or release of any claim of any party hereunder against  a Defaulting Lender arising from that Lender having become a Defaulting Lender,  including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting  Lender's increased exposure following such reallocation.  (v) Cash Collateral, Repayment of Swing Line Loans.  If the  reallocation described in clause (iv) above cannot, or can only partially, be effected, the  Borrowers shall, without prejudice to any right or remedy available to them hereunder or  under law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line  Bank's Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks' Fronting  Exposure in accordance with the procedures set forth in this Section 2.11.  (f) Defaulting Lender Cure.  If AGCO, the Administrative Agent, the  Swing Line Bank and each Issuing Bank agree in writing that a Lender is no longer a  Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon  as of the effective date specified in such notice and subject to any conditions set forth  therein (which may include arrangements with respect to any Cash Collateral), that  Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of  the other Revolving Loan Lenders or take such other actions as the Administrative Agent  may determine to be necessary to cause the Loans and funded and unfunded  participations in Letters of Credit and Swing Line Loans to be held pro rata by the  Lenders in accordance with the Revolving Loan Commitments (without giving effect to  Section 2.11(e)(iv)), whereupon such Lender will cease to be a Defaulting Lender;  provided that (x) no adjustments will be made retroactively with respect to fees accrued  or payments made by or on behalf of the Borrowers while that Lender was a Defaulting  Lender, (y) such Lender that ceases to be a Defaulting Lender shall reimburse the other  Revolving Loan Lenders for any costs of the type described in Section 10.2 that may be  incurred by such Revolving Loan Lenders as a result of the purchase of Revolving Loans  





 






70  \\4157-1107-4114  v16  required hereunder, and (z) except to the extent otherwise expressly agreed by the  affected parties, no change hereunder from Defaulting Lender to Lender will constitute a  waiver or release of any claim of any party hereunder arising from that Lender's having  been a Defaulting Lender.  (g) New Swing Line Loans/Letters of Credit.  So long as any Lender is  a Defaulting Lender, (i) the Swing Line Bank shall not be required to fund any Swing  Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect  to such Swing Line Loan and (ii) no Issuing Bank shall be required to issue, extend,  renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting  Exposure after giving effect thereto.  2.12. Borrower Liability.  AGCO and each Domestic Subsidiary Borrower shall  be jointly and severally liable for all Loans and other liabilities hereunder or under any  other Loan Document by or of itself or any Borrowing Subsidiary.  No Foreign  Subsidiary Borrower shall have any liability for any Borrowing or other liabilities  hereunder or under any other Loan Documents by or of AGCO or any other Borrowing  Subsidiary (except as may otherwise be provided in any Guaranty Agreement of such  Foreign Subsidiary Borrower).  2.13. Designated Borrowers.  (a) After the Agreement Date, AGCO may at any time, upon not less  than sixty (60) days' notice from AGCO to the Administrative Agent (or such shorter  period as may be agreed by the Administrative Agent in its sole discretion), request that  any one or more Wholly Owned Subsidiaries of AGCO (an "Applicant Borrower") be  designated as a Designated Borrower to receive Revolving Loans or to have Letters of  Credit issued hereunder by delivering to the Administrative Agent (which shall deliver  counterparts thereof to each Lender) a duly executed notice and agreement in a form  acceptable to the Administrative Agent (which shall deliver counterparts thereof to each  Lender) a duly executed notice and agreement in substantially the form of Exhibit C (a  "Designated Borrower Request and Assumption Agreement"); provided, however,  AGCO shall not have any right to request that an Applicant Borrower become a  Designated Borrower hereunder if (i) such Applicant Borrower is not a Wholly Owned  Subsidiary of AGCO, (ii) such Applicant Borrower is not a Domestic Subsidiary of  AGCO, or (iii) any Default or Event of Default then exists or would be caused hereby.   The parties hereby acknowledge and agree that prior to any Applicant Borrower  becoming a Designated Borrower entitled to utilize the credit facilities provided for  herein, (1) the Administrative Agent and the Revolving Loan Lenders shall have received  all information, documents, and certificates required by the Administrative Agent and the  Lenders under "know-your-customer" and anti-money laundering rules and regulations,  including the USA Patriot Act (including a Beneficial Ownership Certification), and (2)  the Administrative Agent and the Lenders shall have received a Guaranty Agreement,  supporting resolutions, incumbency certificates, certified (if available) governing  documents and good standing certificates, opinions of counsel and any other document or  information reasonably requested by the Administrative Agent, each in form and  substance satisfactory to the Administrative Agent and the Required Lenders  





 






71  \\4157-1107-4114  v16  (collectively, the "Supporting Documents").  If the Administrative Agent agrees that an  Applicant Borrower shall have satisfied all of the requirements of this Section 2.13 and,  therefore, be entitled to become a Designated Borrower hereunder, then promptly  following receipt of (x) all Supporting Documents, (y) a certificate of an Authorized  Financial Officer of AGCO certifying that no Default or Event of Default then exists or  would result from the joinder of such Applicant Borrower as a Borrower hereunder and  (z) a reaffirmation by each Borrower and each Guarantor of its Guaranty Agreement (if  applicable), in form and substance satisfactory to the Administrative Agent, the  Administrative Agent shall send a notice in substantially the form of Exhibit D (a  "Designated Borrower Notice") to AGCO and the Revolving Loan Lenders specifying  the effective date upon which the Applicant Borrower shall constitute a Designated  Borrower for purposes thereof, whereupon each of the Revolving Loan Lenders agrees to  permit such Designated Borrower to receive Revolving Loans or to have Letters of Credit  issued hereunder, on the terms and conditions set forth herein, and each of the parties  agrees that such Designated Borrower otherwise shall be a Borrower for all purposes of  this Agreement; provided, that no Notice of Borrowing or Notice of Issuance maybe  submitted by or on behalf of such Designated Borrower until three (3) Business Days  after such effective date.  (b) The Obligations of the Domestic Borrowers shall be joint and  several in nature as more specifically described in Section 2.12.  The Obligations of each  Foreign Subsidiary Borrower shall be several in nature and not joint except as set forth in  any Guaranty Agreement executed by such Foreign Subsidiary Borrower.  No Foreign  Subsidiary Guarantor shall be required to guarantee the Obligations of AGCO or any  Domestic Subsidiary Borrower.  (c) Each Foreign Subsidiary Borrower and each Domestic Subsidiary  Borrower of AGCO that is or becomes a "Designated Borrower" pursuant to this Section  2.13 hereby irrevocably appoints AGCO as its agent for all purposes relevant to this  Agreement and each of the other Loan Documents, including (i) the giving and receipt of  notices, (ii) the execution and delivery of all documents, instruments and certificates  contemplated herein and all modifications hereto, and (iii)  in the case of the Domestic  Subsidiary Borrowers only, the receipt of the proceeds of any Loans made by the  Lenders, to any such Borrower hereunder.  Any acknowledgment, consent, direction,  certification or other action which might otherwise be valid or effective only if given or  taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if  given or taken only by AGCO, whether or not any such other Borrower joins therein.   Any notice, demand, consent, acknowledgement, direction, certification or other  communication delivered to AGCO in accordance with the terms of this Agreement shall  be deemed to have been delivered to each Borrower.  (d) Notwithstanding anything to the contrary herein, (i) no Persons  may become a Borrower except in accordance with this Section 2.13, (ii) each of the  Initial Borrowers consents to the addition of Designated Borrowers as "Borrowers"  hereunder from time to time in accordance with this Section 2.13, and (iii) only Wholly  Owned Subsidiaries of AGCO may become Designated Borrowers.  





 






72  \\4157-1107-4114  v16  2.14. Incremental Facilities.  (a) Following the Agreement Date, AGCO may from time to time  through the Maturity Date, propose that (a) term loans (or commitments therefor) in U.S.  Dollars or the Equivalent Amount in the requested Offshore Currency be made to it or  any of the other Borrowers in accordance with this Section (each, an "Incremental Term  Loan") or (b) the aggregate amount of Revolving Loan Commitments be increased (each  an "Incremental Revolving Commitment") by delivering a Notice of Incremental Facility  to the Administrative Agent substantially in the form of Exhibit E hereto (a "Notice of  Incremental Facility"), specifying (subject to the restrictions set forth in clause (b)  below) therein the (i) amount of the Tranche of Incremental Term Loans (or  commitments therefor) or Incremental Revolving Commitments requested (which  Tranche shall, unless otherwise approved by the Lenders making such Incremental Term  Loans (or commitments therefor) or providing such Incremental Revolving  Commitments, be in a minimum principal amount of $100,000,000 and integral multiples  of $50,000,000 in excess thereof (or in each case the Equivalent Amount in the requested  Offshore Currency)), (ii) requested closing date of such proposed Incremental Term  Loans (or commitments therefor) or Incremental Revolving Commitments (which shall  be at least 15 Business Days from the date of delivery of the Notice of Incremental  Facility), (iii) the interest rate to be applicable to all Incremental Term Loans in such  Tranche, and (iv) the amount of any upfront or closing fees to be paid by the Borrowers  to the Lenders funding such Tranche of Incremental Term Loans (or commitments  therefor) or providing such Incremental Revolving Commitments.  Each Notice of  Incremental Facility delivered by AGCO shall be binding upon all Loan Parties.  At the  time of delivery of the Notice of Incremental Facility, AGCO shall also deliver to the  Administrative Agent a certificate of a Responsible Employee of AGCO certifying (A)  that AGCO and its Subsidiaries are in compliance with the financial covenants set forth  in Section 6.10 hereof before and after giving effect to such Incremental Term Loan  Borrowing (or commitments therefor) or such Incremental Revolving Commitments (in  each case, as if fully drawn) on a pro forma basis as of the end of the most recent Fiscal  Quarter for which financial statements have been delivered to the Lenders, and (B) that  no Default or Event of Default then exists or would be caused thereby.  (b) Repayments of the principal of any Incremental Term Loans may  not be reborrowed.  Each Tranche of Incremental Term Loans shall bear interest at the  Base Rate or the Non-Base Rate Benchmark applicable thereto plus such Applicable  Margin as is set forth in the Notice of Incremental Facility related to such Incremental  Term Loans, provided, however, the final maturity date of any Tranche of Incremental  Term Loans shall be not earlier than the Maturity Date, and no Tranche of Incremental  Term Loans shall have any scheduled amortization or other required principal payments  that is greater than ten (10%) of the original principal amount thereof in any fiscal year.   All Incremental Term Loans shall for all purposes be Obligations hereunder and under  the Loan Documents.  Any Incremental Revolving Commitments shall be made on the  same terms and provisions (other than upfront fees) as apply to the existing Revolving  Loan Commitments, including with respect to maturity date, interest rate and prepayment  provisions, and such Incremental Revolving Commitments shall not constitute a credit  





 






73  \\4157-1107-4114  v16  facility separate and apart from the Revolving Loan Commitments set forth in Section  2.1.  (c) Administrative Agent shall deliver a copy of each Notice of  Incremental Facility to such Lenders or other Persons that qualify as an Eligible Assignee  as may be determined by Administrative Agent in its reasonable discretion with the  approval of AGCO or as may be specified by AGCO.  No Lender shall have any  obligation to fund any Incremental Term Loan or to make available any Incremental  Revolving Commitment, and any decision by a Lender to fund any Incremental Term  Loan or to make available any Incremental Revolving Commitment shall be made in its  sole discretion independently from any other Lender.  (d) If Administrative Agent receives commitments from Lenders  and/or from any other Person that (i) qualifies as an Eligible Assignee and is acceptable  to AGCO and Administrative Agent in its reasonable discretion, and (ii) has agreed to  become a Lender in respect of all or a portion of an Incremental Term Loan or an  Incremental Revolving Commitment (an "Additional Lender"), in excess of the requested  Incremental Term Loan or requested Incremental Revolving Commitment,  Administrative Agent shall have the right, in its discretion but with the consent of AGCO,  to reduce and reallocate (within the minimum and maximum amounts specified by each  such Lender or Additional Lender in its notice to Administrative Agent) the shares of the  Incremental Term Loan or Incremental Revolving Commitment of the Lenders or  Additional Lenders willing to fund such Incremental Term Loan or Incremental  Revolving Commitment so that the total committed Incremental Term Loan or  Incremental Revolving Commitment equals the requested Incremental Term Loan or  Incremental Revolving Commitment, as the case may be.  If Administrative Agent does  not receive commitments from Lenders (or Additional Lenders) in an amount sufficient  to fund the requested Incremental Term Loan or Incremental Revolving Commitment,  Administrative Agent shall so notify AGCO and the Notice of Incremental Facility shall  be deemed automatically rescinded; provided, AGCO may submit a replacement Notice  of Incremental Facility setting forth different terms for the requested Incremental Term  Loan Borrowing or Incremental Revolving Commitment.   (e) An agreement to fund Incremental Term Loans or to provide  Incremental Revolving Commitments pursuant to this Section shall become effective  upon the receipt by Administrative Agent of an agreement in form and substance  reasonably satisfactory to Administrative Agent and AGCO signed by each Loan Party,  by each Additional Lender and by each existing Lender who has agreed to fund such  Incremental Term Loans or to provide such Incremental Revolving Commitment, setting  forth the new Incremental Term Loans or Incremental Revolving Commitment of such  Lenders and setting forth the agreement of each Additional Lender to become a party to  this Agreement as a Lender and to be bound by all the terms and provisions hereof,  together with officer's certificates and ratification agreements executed by each Loan  Party and such evidence of appropriate corporate authorization on the part of each Loan  Party with respect to the requested Incremental Term Loans or Incremental Revolving  Commitments, any amendments to this Agreement and any other Loan Documents  reasonably requested by Administrative Agent in relation to the requested Incremental  





 






74  \\4157-1107-4114  v16  Term Loans or Incremental Revolving Commitment (which amendments to the Loan  Documents (other than this Agreement) Administrative Agent is hereby authorized to  execute on behalf of the Lenders), and such opinions of counsel for the Loan Parties with  respect to the requested Incremental Term Loans or Incremental Revolving Commitment  and other assurances and documents as Administrative Agent may reasonably request.  (f) If, after giving effect to any Incremental Revolving Commitment,  the outstanding Revolving Loans would not be held pro rata in accordance with the new  Revolving Loan Commitments, the Revolving Loan Lenders (including, without  limitation, any Additional Lenders) shall, on the effective date of the applicable  Incremental Revolving Commitment, make advances among themselves so that after  giving effect thereto the Revolving Loans will be held by the Revolving Loan Lenders  (including, without limitation, any Additional Lenders), on a pro rata basis in accordance  with their respective Revolving Loan Commitments hereunder (after giving effect to the  applicable Incremental Revolving Commitment).  Each Revolving Loan Lender agrees to  wire immediately available funds to the Administrative Agent in accordance with this  Agreement as may be required by the Administrative Agent in connection with the  foregoing.  2.15. Extension of Maturity Date.  (a) Request for Extension.  Borrowers may, by notice to  Administrative Agent (who shall promptly notify the Lenders) delivered at any time not  less than 60 days prior to the Maturity Date then in effect hereunder (the "Existing  Maturity Date") request that each Lender extend such Lender's Maturity Date to the date  (the "Extended Maturity Date") that is one year after the Existing Maturity Date then in  effect; provided such extension does not cause the tenor of any Lender's Commitment or  Loans to exceed five (5) years from the Extension Date upon which such extension  becomes effective.  Borrowers may only request two extensions pursuant to this Section  2.15.  (b) Lender Elections to Extend.  Each Lender, acting in its sole and  individual discretion, shall, by notice to the Administrative Agent given not later than the  date that is 15 Business Days after the date on which the Administrative Agent received  AGCO's extension request (the "Lender Decision Date"), advise the Administrative  Agent whether or not such Lender agrees to such extension with respect to its applicable  Commitment or Loans (each Lender that determines to so extend its Maturity Date with  respect to its applicable Commitment or Loans, an "Extending Lender").  Each Lender  that determines to extend its Maturity Date with respect to its applicable Commitment or  Loans shall notify the Administrative Agent of such fact promptly after such  determination (but in any event no later than the Lender Decision Date), and any Lender  that does not so advise the Administrative Agent on or before the Lender Decision Date  or determines to not extend its Maturity Date (a "Non-Extending Lender") with respect  to its applicable Commitment or Loans shall be deemed to be a Non-Extending Lender.   The election of any Lender to agree to such extension shall not obligate any other Lender  to so agree, and it is understood and agreed that no Lender shall have any obligation  





 






75  \\4157-1107-4114  v16  whatsoever to agree to any request made by AGCO for extension of the Maturity Date or  Existing Maturity Date.  (c) Notification by Administrative Agent.  The Administrative Agent  shall notify AGCO of each Lender's determination under this Section promptly after the  Administrative Agent's receipt thereof and, in any event, no later than the date that is 5  Business Days after the Lender Decision Date (or, if such date is not a Business Day, on  the next preceding Business Day).  (d) Additional Commitment Lenders.  AGCO shall have the right, but  shall not be obligated, on or before the Existing Maturity Date in accordance with the  procedures provided in Section 10.5(b) as if such Non-Extending Lender was an Affected  Lender thereunder, to replace each Non-Extending Lender with, and add as "Lenders"  under this Agreement in place thereof, one or more Eligible Assignees (each, an  "Additional Commitment Lender"), each of which Additional Commitment Lenders  shall have entered into an Assignment and Assumption (in accordance with and subject to  the restrictions contained in Section 9.6, with AGCO or such Additional Commitment  Lender obligated to pay any applicable processing or recordation fee) with such Non- Extending Lender, pursuant to which such Additional Commitment Lenders shall,  effective on or before the Existing Maturity Date for such Non-Extending Lender,  assume a Commitment and/or Loans (and, if any such Additional Commitment Lender is  already a Lender, its Commitment and/or Loans shall be in addition to such Lender's  Commitment and Loans hereunder on such date).  (e) Minimum Extension Requirement.  Subject to clause (f) of this  Section, if (and only if) the total of the Commitments and Incremental Term Loans of the  Lenders that have agreed to extend their Existing Maturity Date and the new or increased  Commitments and assumed Incremental Term Loans of any Additional Commitment  Lenders is more than 50% of the aggregate amount of the Commitments and Incremental  Term Loans (other than the Commitments and Incremental Term Loans of any Defaulting  Lenders) in effect immediately prior to the applicable Extension Date, then, effective as  of the applicable Extension Date, the Maturity Date of each Extending Lender and of  each Additional Commitment Lender shall be extended with respect to its applicable  Commitment or Loans to the Extended Maturity Date (except that, if such date is not a  Business Day, such Maturity Date as so extended shall be the next preceding Business  Day) and each Additional Commitment Lender shall thereupon become a "Lender" for all  purposes of this Agreement and shall be bound by the provisions of this Agreement as a  Lender hereunder and shall have the obligations of a Lender hereunder.  (f) Conditions to Effectiveness of Extensions.  The extension of the  Maturity Date pursuant to this Section shall not be effective with respect to any Lender  unless:  (i) no Default or Event of Default shall have occurred and be  continuing on the date of such extension and after giving effect thereto;  





 






76  \\4157-1107-4114  v16  (ii) the representations and warranties of each Loan Party set  forth in this Agreement and in the other Loan Documents to which it is a party, shall be  true and correct in all material respects (unless any such representation or warranty is  qualified as to materiality or Material Adverse Effect, in which case such representation  and warranty shall be true and correct in all respects) on and as of the applicable  Extension Date, both before and immediately after giving effect thereto, except to the  extent that such representations and warranties specifically refer to an earlier date, in  which case they shall be true and correct as of such earlier date; and  (iii) the Administrative Agent shall have received a certificate  from AGCO signed by an authorized officer of AGCO (A) certifying the accuracy of the  foregoing clauses (i) and (ii) and (B) certifying and attaching the resolutions adopted by  each Borrower approving or consenting to such extension.  (g) Maturity Date for Non-Extending Lenders.  On the Maturity Date  of each Non-Extending Lender, (i) the Commitment of each Non-Extending Lender shall  automatically terminate and (ii) Borrowers shall repay the outstanding Loans of such  Non-Extending Lender (and shall pay to such Non-Extending Lender all of the other  Obligations due and owing to it under this Agreement) and after giving effect thereto  shall prepay any Revolving Loans outstanding on such date (and pay any additional  amounts required pursuant to Section 10.2) to the extent necessary to keep outstanding  Revolving Loans ratable with any revised Pro Rata Shares of the respective Lenders  effective as of such date, and the Administrative Agent shall administer any necessary  reallocation of the Outstandings (without regard to any minimum borrowing, pro rata  borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).  (h) Amendment.  In connection with any extension of the Maturity  Date, Borrowers, Administrative Agent and each extending Lender may make such  amendments to this Agreement as Administrative Agent determines to be reasonably  necessary to evidence the extension.  This Section shall supersede Sections 2.9 and 9.1.  ARTICLE 3  CONDITIONS PRECEDENT  3.1. Conditions Precedent to Agreement Date.  The effectiveness of this  Agreement and the obligation of each Lender to make the Loans hereunder and the  obligation of any Issuing Bank to issue the initial Letters of Credit, is subject to the  satisfaction of the following conditions precedent:  (a) The Administrative Agent shall have received a copy of the Deed  of Transfer of Shares showing that all shares in AGCO-Distribution owned by the  Borrowers and their Affiliates have been transferred to Persons not Affiliated with  Borrower;  (b) The Administrative Agent shall have received, on or before the  Agreement Date, the following, each dated such date (unless otherwise specified), in  form and substance satisfactory to the Administrative Agent (unless otherwise specified):  





 






77  \\4157-1107-4114  v16  (i) This Agreement, duly executed and delivered by the  Borrowers, the Administrative Agent and each Lender;  (ii) The Fee Letter, duly executed and delivered by the  Borrowers;  (iii) Each of the Guaranty Agreements duly executed by each  Person specified on Schedule G, each such Guaranty Agreement to be in form and  substance satisfactory to the Administrative Agent, and guaranteeing the obligations  specified in such Schedule;   (iv) Certified copies of the resolutions of the Board of Directors  of each Borrower and Guarantor approving the execution and delivery of the Loan  Document to which it is a party, and of all documents evidencing other necessary  corporate action and governmental approvals, if any, with respect to this Agreement and  the Loan Documents;  (v) Such documents and certificates as Administrative Agent  may reasonably request relating to the organization, existence and good standing (or the  equivalent in the applicable jurisdiction) of each Loan Party, the authorization of the  Transactions, the identity, authority and capacity of each Responsible Employee  authorized to act on behalf of a Loan Party in connection with the Loan Documents and  any other legal matters relating to the Loan Parties, this Agreement, the other Loan  Documents or the Transactions;  (vi) A Notice of Borrowing executed and delivered by AGCO  to Administrative Agent pursuant to Section 2.2(a) with respect to the initial funding of  the Loans to be made on the Agreement Date;    (vii) A favorable opinion of (A) Troutman Sanders LLP, counsel  to the Loan Parties and (B) De Brauw Blackstone Westbroek N.V. Dutch counsel to  AGCO BV; and  (viii) The Payoff Letter;   (c) The Borrowers shall have paid all amounts due to the  Administrative Agent and Lenders under the Prior Credit Agreement;  (d) The Administrative Agent and the Lenders shall have received (i)  all information, documents, and certificates required by the Administrative Agent and the  Lenders under "know-your-customer" and anti-money laundering rules and regulations,  including the USA Patriot Act and (ii) at least five days prior to the Agreement Date, a  Beneficial Ownership Certification from each Borrower that qualifies as a "legal entity  customer" under the Beneficial Ownership Regulation; and  (e) AGCO shall have paid all fees and expenses (including the fees  and expenses of counsel) of the Administrative Agent and Lenders that are due and  payable on the Agreement Date, in each case which have been invoiced at least two  





 






78  \\4157-1107-4114  v16  Business Days before the Agreement Date, and are in compliance with all terms of the  Fee Letter on or before the Agreement Date.  3.2. Conditions Precedent to Each Borrowing and Issuance.  The obligation of  each Lender to make a Loan (including initial Loans made on the Agreement Date but  excluding any Letter of Credit Advance), and the right of any Borrower to request the  issuance of Letters of Credit by an Issuing Bank, shall be subject to the further conditions  precedent that on the date of such Borrowing or issuance, the following statements shall  be true and any Notice of Borrowing or Notice of Issuance delivered to the  Administrative Agent hereunder shall certify that, as of the date of the Borrowing  requested thereunder:  (a) the representations and warranties contained in each Loan  Document will be correct on and as of the date of such Borrowing or issuance, before and  after giving effect to such Borrowing or issuance and to the application of the proceeds  therefrom, as though made on and as of such date, and request for the issuance of a Letter  of Credit by an Issuing Bank delivered to such Issuing Bank hereunder, in each case other  than as permitted by Section 4.2;  (b) no event shall have occurred and be continuing, or would result  from such Borrowing or issuance or from the application of the proceeds therefrom, that  constitutes or would constitute a Default or Event of Default;  (c) if the applicable Borrower is a Designated Borrower, then the  conditions of Section 2.13 to designate such Borrower as a Designated Borrower shall  have been met to the satisfaction of the Administrative Agent;  (d) Administrative Agent and, if applicable, such Issuing Bank or the  Swing Line Bank shall have received a Notice of Borrowing or Notice of Issuance, as  applicable, in accordance with the requirements of this Agreement.  (e) such Borrowing or issuance of a Letter of Credit is permitted under  Article 2.  3.3. Determinations Under Section 3.1.  For purposes of determining  compliance with the conditions specified in Sections 3.1 and 3.2, each Lender shall be  deemed to have consented to, approved or accepted or to be satisfied with each document  or other matter required thereunder to be consented to or approved by or acceptable or  satisfactory to the Lenders unless an officer of the Administrative Agent responsible for  the transactions contemplated by the Loan Documents shall have received notice from  such Lender prior to the initial Borrowing specifying its objection thereto and such  Lender shall not have made available to the Administrative Agent such Lender's ratable  portion of such Borrowing.  





 






79  \\4157-1107-4114  v16  ARTICLE 4  REPRESENTATIONS AND WARRANTIES  4.1. Representations and Warranties of the Borrowers.  In order to induce the  Administrative Agent, the Lenders and the Issuing Banks to enter into this Agreement  and to extend credit to each Borrower, each Borrower hereby agrees, represents, and  warrants as follows:   (a) Organization; Power.  Each Loan Party and each of its Material  Subsidiaries (i) is duly organized, validly existing and in good standing (if applicable)  under the laws of the jurisdiction of its organization, (ii) is duly qualified and in good  standing (if applicable) as a foreign corporation in each other jurisdiction in which it  owns or leases property or in which the conduct of its business requires it to so qualify or  be licensed except where the failure to so qualify or be licensed would not reasonably be  expected to result in a Material Adverse Effect, and (iii) has all requisite power and  authority to own or lease and operate its properties, to conduct its business as now being  conducted and as proposed to be conducted and to enter into and carry out the terms of  the Loan Documents to which it is a party.  (b) Subsidiaries.  Set forth on Schedule 4.1(b) is a complete and  accurate list of all Subsidiaries of AGCO as of the Agreement Date, showing (as to each  such Subsidiary) the jurisdiction of its incorporation or formation, the percentage of the  outstanding shares of each such class owned (directly or indirectly) by AGCO and  whether it is a Material Subsidiary.  All of the outstanding Equity Interests in all of the  Subsidiaries of AGCO owned by AGCO or any of its Subsidiaries has been validly  issued, is fully paid and non-assessable and is owned by AGCO or one or more of its  Subsidiaries free and clear of all Liens, except for Permitted Liens.  (c) Intentionally Omitted.   (d) Authorization; No Conflict.  The execution, delivery and  performance by each Loan Party of this Agreement each other Loan Document and each  L/C Related Document to which it is or is to be a party and the other transactions  contemplated hereby, are within such Loan Party's corporate or other similar powers,  have been duly authorized by all necessary corporate or other similar action, and do not  (i) contravene such Loan Party's charter or bylaws; (ii) violate any Applicable Law or any  order of any Governmental Authority; (iii) result in the breach of, or constitute a default  under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or  other instrument binding on or affecting any Loan Party, any of its Subsidiaries or any of  their properties; or (iv) result in or require the creation or imposition of any Lien upon or  with respect to any of the properties of any Loan Party or any of its Subsidiaries.  No  Loan Party or any of its Subsidiaries is in violation of any such Applicable Law or in  breach of any such contract, loan agreement, indenture, mortgage, deed of trust, lease or  other instrument, the violation or breach of which not reasonably be expected to result in  a Material Adverse Effect.  





 






80  \\4157-1107-4114  v16  (e) No Authorizations Needed.  Giving effect to the execution and  delivery of the Loan Documents and the making of the initial Loans hereunder, no  authorization or approval or other action by, and no notice to or filing with, any  Governmental Authority or regulatory body or any other third party is required for the  due execution, delivery or performance by any Loan Party of this Agreement, any other  Loan Document or any L/C Related Document to which it is or is to be a party, or for the  consummation of the transactions hereunder.   (f) Enforceability.  This Agreement, each other Loan Document and  each L/C Related Document have been (or, when delivered hereunder will have been),  duly executed and delivered by each Loan Party thereto.  This Agreement, each other  Loan Document and each L/C Related Document have been (or, when delivered  hereunder will be), the legal, valid and binding obligation of each Loan Party thereto,  enforceable against such Loan Party in accordance with its terms, except as may be  limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar  laws and principles of equity.  (g) Financial Statements.  Each of the (i) unaudited consolidated  balance sheets and related statements of income, stockholders' equity and cash flows of  AGCO and its Subsidiaries for the Fiscal Quarter ending September 30, 2022 and (ii)  audited consolidated balance sheets and related statements of income, stockholders'  equity and cash flows of AGCO and its Subsidiaries for the Fiscal Year ended December  31, 2021 furnished to the Administrative Agent pursuant to Section 3.1(c) fairly present  the consolidated financial condition and results of AGCO and its Subsidiaries as at such  date and the consolidated results of the operations of AGCO and its Subsidiaries and  AGCO and its Subsidiaries, respectively, for the period ended on such date, all in  accordance with Applicable Accounting Standards applied on a consistent basis, and  since December 31, 2021, there has been no event, occurrence or development that,  individually or in the aggregate, has had a Material Adverse Effect.  (h) Intentionally Omitted.   (i) Litigation.  There is no action, suit, investigation, litigation or  proceeding affecting AGCO or any of its Subsidiaries, including any Environmental  Action, pending or threatened before any court, governmental agency or arbitrator that  purport to affect the legality, validity or enforceability of this Agreement, any other Loan  Document or any L/C Related Document or the consummation of the transactions  contemplated thereby or hereby, or that individually or in the aggregate would reasonably  be expected to result in a Material Adverse Effect.  (j) Margin Stock.  Neither AGCO nor any of its Subsidiaries is  engaged principally, or as one of its important activities, in the business of purchasing or  carrying any Margin Stock, or extending credit for the purpose of purchasing or carrying  Margin Stock.  Neither the making of any extension of credit hereunder nor the use of the  proceeds thereof will violate the provisions of Regulation U.   (k) Reserved.  





 






81  \\4157-1107-4114  v16  (l) ERISA Matters.  No ERISA Event has occurred or is reasonably  expected to occur with respect to any Plan of any Loan Party or any of its ERISA  Affiliates that has resulted in or would reasonably be expected to result in a Material  Adverse Effect.  Schedule B (Actuarial Information) to the most recent annual report  (Form 5500 Series) that any Loan Party or any of its ERISA Affiliates is required to file  for any Plan, copies of which have been filed with the IRS, is complete and accurate and  fairly presents the funding status of such Plan, and since the date of such Schedule B  there has been no change in such funding status that would reasonably be expected to  result in a Material Adverse Effect.  Neither any Loan Party nor any of its ERISA  Affiliates has incurred or is reasonably expected to incur any Withdrawal Liability to any  Multiemployer Plan that would reasonably be expected to result in a Material Adverse  Effect.  Neither any Loan Party nor any of its ERISA Affiliates has been notified by the  sponsor of a Multiemployer Plan of any Loan Party or any of its ERISA Affiliates that  such Multiemployer Plan is in reorganization or has been terminated, within the meaning  of Title IV of ERISA, and to the knowledge of AGCO no such Multiemployer Plan is  reasonably expected to be in reorganization or to be terminated, within the meaning of  Title IV of ERISA, in either case which reorganization or termination would reasonably  be expected to result in a Material Adverse Effect.  With respect to each scheme or  arrangement mandated by a government other than the United States providing for post- employment benefits (a "Foreign Government Scheme or Arrangement") and with  respect to each employee benefit plan maintained or contributed to by any Loan Party or  any Subsidiary of any Loan Party that is not subject to United States law providing for  post-employment benefits (a "Foreign Plan"):  (i) all material employer and employee  contributions required by law or by the terms of any Foreign Government Scheme or  Arrangement or any Foreign Plan have been made, or, if applicable, accrued, in  accordance with normal accounting practices; (ii) the fair market value of the assets of  each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded  through insurance or the book reserve established for any Foreign Plan, together with any  accrued contributions, is sufficient to procure or provide for the accrued benefit  obligations, as of the Agreement Date, with respect to all current and former participants  in such Foreign Plan according to the actuarial assumptions and valuations most recently  used to account for such obligations, in accordance with applicable generally accepted  accounting principles, and the liability of each Loan Party and each Subsidiary of a Loan  Party with respect to a Foreign Plan is reflected in accordance with normal accounting  practices on the financial statements of such Loan Party or such Subsidiary, as the case  may be; and (iii) each Foreign Plan required to be registered has been registered and has  been maintained in good standing with applicable regulatory authorities unless, in each  case, the failure to do so would not be reasonably be expected to result in a Material  Adverse Effect.  (m) Compliance with Laws; Environmental Matters.  Each of AGCO  and its Subsidiaries is in compliance in all respects with the requirements of all  Applicable Laws (including Environmental Laws) and all orders, writs, injunctions and  decrees applicable to it or to its properties (including any Environmental Action), except  in such instances in which (a) such requirement of Applicable Law or order, writ,  injunction or decree is being contested in good faith by appropriate proceedings diligently  





 






82  \\4157-1107-4114  v16  conducted or (b) the failure to comply therewith, either individually or in the aggregate,  would not reasonably be expected to result in Material Adverse Effect.   (n) Taxes.  Each of AGCO and each of its Subsidiaries has filed, has  caused to be filed or has been included in all federal and foreign income-tax returns, all  federal, provincial or state income-tax returns where a tax Lien could be imposed on any  assets of AGCO or any of its Subsidiaries and all other material income-tax and  governmental remittance returns required to be filed and has paid all taxes and other  amounts shown thereon to be due, together with applicable interest and penalties, except  for any taxes being contested in good faith by appropriate proceedings promptly initiated  and diligently pursued and for which reserves or other appropriate provisions required by  Applicable Accounting Standards have been established.  (o) Solvency.  AGCO is, and will be after giving effect to the  transactions contemplated hereby, individually and together with its Subsidiaries,  Solvent.  (p) Investment Company.  Neither AGCO nor any of its Subsidiaries  is an "investment company" or a company "controlled" by an "investment company", as  defined in, or subject to regulation under, the Investment Company Act of 1940, as  amended.  Neither the making of any Loans, nor the issuance of any Letters of Credit, nor  the application of the proceeds or repayment thereof by any Borrower, nor the  consummation of the other transactions contemplated hereby, will violate any provision  of the Investment Company Act of 1940, as amended, or any rule, regulation or order of  the Securities and Exchange Commission thereunder.  (q) Intellectual Property.  AGCO and its Subsidiaries own, or possess  the right to use, without conflict with the rights of any other Person, all trademarks,  service marks, trade names, copyrights, patents, patent rights, franchises, licenses and  other intellectual property rights that are reasonably necessary for the operation of their  respective businesses except to the extent failure to do so would reasonably be expected  to result in a Material Adverse Effect.  (r) Disclosures.  As of the Agreement Date, AGCO has disclosed to  the Lenders all material agreements, instruments and corporate or other restrictions to  which it or any of its Subsidiaries is subject.  The reports, financial statements,  certificates and other information furnished by or on behalf of AGCO or any Subsidiary  to the Administrative Agent or any Lender in connection with the negotiation of this  Agreement or delivered hereunder (as modified or supplemented by other information so  furnished), together with AGCO's annual report on Form 10-K and quarterly report on  Form 10-Q, in each case most recently filed by AGCO with the SEC, taken as a whole,  do not contain any material misstatement of fact or omit to state any material fact  necessary to make the statements therein, in the light of the circumstances under which  they were made, not misleading; provided that, with respect to projected financial  information, AGCO represents only that such information was prepared in good faith  based upon assumptions believed to be reasonable at the time.  The information included  in the Beneficial Ownership Certification is true and correct in all respects.    





 






83  \\4157-1107-4114  v16  (s) Employee Relations.  The Borrowers know of no pending,  threatened or contemplated strikes, work stoppage or other labor disputes involving  AGCO or any of its Subsidiaries' employees except where such strike, work stoppage or  other labor dispute would not reasonably be expected to result in a Material Adverse  Effect.  (t) Anti-Terrorism Laws; Sanctions.   (i) Except as described on Schedule 4.1(t) and except as  permitted by any applicable Anti-Terrorism Laws and Sanctions in connection with  AGCO, AGCO BV, or any of their respective Subsidiaries or Affiliates being located,  organized or resident in a jurisdiction that becomes the subject of Sanctions after the  Agreement Date, none of AGCO, AGCO BV or their respective Subsidiaries is a  Sanctioned Person, nor, to the best of a Borrower's knowledge, are any of its Affiliates.   (ii) With respect to any Person identified in Schedule 4.1(t),  based on the information available to AGCO and its Subsidiaries after due diligence  believed to be reasonable by AGCO (including, but not limited to, the information  described in Schedule 4.1(t)), AGCO, AGCO BV and their respective Subsidiaries, as  applicable, are in compliance with Applicable Laws and/or have obtained, and are in  compliance with, authorizations from the relevant Governmental Authority necessary to  continue conducting business or owning Equity Interests with each such Person.   (iii) Each of AGCO and AGCO BV and their employees is  subject to a Global Code of Conduct (the "Code of Conduct") which is in full force and  effect on the date hereof.  Among the commitments in the Code of Conduct is the  commitment that each of AGCO, AGCO BV and their respective Subsidiaries, and their  respective employees, comply with import and export control regulations, anti-boycott  requirements and trade embargoes in the sale of products and also is committed to  comply with Anti-Corruption Laws and Sanctions.  The Code of Conduct is applicable to  AGCO, AGCO BV and each of their respective Subsidiaries, including any use of the  proceeds of this Agreement.  (iv) On May 24, 2022, AGCO blocked its shares in AGCO- Manufacturing and reported such blocking to the United States Department of the  Treasury's Office of Foreign Assets Control.  AGCO's shares in AGCO- Manufacturing  remain blocked and, except as may hereafter be approved by the United States  Department of the Treasury's Office of Foreign Assets Control, AGCO has engaged in no  transactions in or with respect to such shares since May 24, 2022.   4.2. Survival of Representations and Warranties, Etc.  All representations and  warranties made under this Agreement shall be deemed to be made, at and as of the  Agreement Date (unless otherwise specified) and the date of each Loan which will  increase the principal amount of the Obligations outstanding, or upon the issuance of a  Letter of Credit hereunder, except (a) to the extent previously fulfilled in accordance with  the terms hereof, (b) to the extent subsequently inapplicable, (c) to the extent such  representation or warranty is limited to a specified date, and (d) as a result of changes  





 






84  \\4157-1107-4114  v16  permitted by the terms of this Agreement.  All representations and warranties made under  this Agreement shall survive, and not be waived by, the execution hereof by the Lenders,  the Administrative Agent and the Issuing Banks, any investigation or inquiry by any  Lender, Issuing Bank or the Administrative Agent, or the making of any Loan or the  issuance of any Letter of Credit under this Agreement.  ARTICLE 5  AFFIRMATIVE COVENANTS  Each Borrower covenants and agrees that, so long as any Loan shall remain  unpaid, any Letter of Credit shall be outstanding or any Lender shall have any  Commitment hereunder:  5.1. Reporting Requirements.  AGCO shall deliver to the Administrative  Agent:  (a) Quarterly Financials.  As soon as available and in any event within  forty-five (45) days (plus any extension period obtained by AGCO from the Securities  and Exchange Commission for the filing of an equivalent periodic report under Rule 12b- 25 of the General Rules and Regulations under the Securities Exchange Act of 1934)  after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of AGCO,  consolidated balance sheets of AGCO and its Subsidiaries, as of the end of such Fiscal  Quarter and consolidated statements of income and cash flows of AGCO and its  Subsidiaries, for the portion of the Fiscal Year then ended, setting forth in each case in  comparative form the corresponding figures for the corresponding period of the  preceding Fiscal Year, all in reasonable detail and duly certified (except as to the  omission of footnotes and subject to year-end audit adjustments) by an Authorized  Financial Officer of AGCO as having been prepared in accordance with Applicable  Accounting Standards.  (b) Annual Financials.  As soon as available and in any event within  ninety (90) days (plus any extension period obtained by AGCO from the Securities and  Exchange Commission for the filing of an equivalent periodic report under Rule 12b-25  of the General Rules and Regulations under the Securities Exchange Act of 1934) after  the end of each Fiscal Year of AGCO, a copy of the annual audit report for such year for  AGCO and its Subsidiaries, including therein consolidated balance sheets and  consolidated statements of income and cash flows of AGCO and its Subsidiaries for such  Fiscal Year, in each case reported on by KPMG LLC or other independent public  accountants of recognized national standing (without a "going concern" or like  qualification or exception) to the effect that such consolidated financial statements  present fairly in all material respects the financial condition and results of operations of  AGCO and its consolidated Subsidiaries on a consolidated basis in accordance with  Applicable Accounting Standards consistently applied.  (c) Compliance Certificate.  Concurrently with the delivery of the  quarterly or annual financial statements pursuant to (a) or (b) above:  





 






85  \\4157-1107-4114  v16  (i) a schedule in form satisfactory to the Administrative Agent  of the computations used by AGCO in determining, as of the end of such Fiscal Quarter  or Fiscal Year, compliance with the financial covenants contained in Section 6.10; and  (ii) a certificate of an Authorized Financial Officer of AGCO  stating that no Default has occurred and is continuing or, if a Default has occurred and is  continuing, a statement as to the nature thereof and the action that AGCO has taken and  proposes to take with respect thereto.  (d) Other Information.  Such other information respecting the  business, condition (financial or otherwise), operations, performance, taxes, properties or  prospects of any Loan Party or any of its Subsidiaries as the Administrative Agent may  reasonably request or any Lender may from time to time reasonably request through the  Administrative Agent.  5.2. Notices.  AGCO shall deliver to the Administrative Agent:  (a) Default Notice.  As soon as possible and in any event within two  (2) Business Days after a Responsible Employee shall know of the occurrence of each  Default, a statement of an Authorized Financial Officer of AGCO setting forth details of  such Default and the action that AGCO has taken and proposes to take with respect  thereto;  (b) Beneficial Ownership Certification.  As promptly as possible,  written notice of any change in the information provided in the Beneficial Ownership  Certification that would result in a change in any exemption indicated thereon;  (c) Rating Change.  Promptly after any Responsible Employee  becomes aware of the occurrence thereof, notice of any change in the Rating by S&P or  Moody's, or the placement by S&P or Moody's of AGCO on a "CreditWatch" or  "WatchList" or any similar list, in each case with negative implications, or the cessation  by S&P or Moody's of, or its intent to cease, issuing a Rating for AGCO; and  (d) Adverse Developments.  Promptly after any Responsible  Employee becomes aware of the occurrence thereof, notice of any other event or  condition (including the commencement of any actions, suits, investigations, litigation  and proceedings before any court or governmental department, commission, board,  bureau, agency or instrumentality, domestic or foreign) relating to the business, condition  (financial or otherwise), operations, performance, properties or prospects of AGCO and  its Subsidiaries that would reasonably be expected to result in a Material Adverse Effect.   5.3. Compliance with Laws, Etc.  AGCO shall comply, and shall cause each of  its Subsidiaries to comply, with all Applicable Laws (including Anti-Corruption Laws,  Anti-Terrorism Laws, Sanctions and Environmental Laws), except where the failure to so  comply would not reasonably be expected to result in a Material Adverse Effect.  AGCO  will maintain in effect its Code of Conduct (or an updated code of conduct applicable  globally) at all times.    





 






86  \\4157-1107-4114  v16  5.4. Preservation of Existence, Etc.  AGCO shall, and shall cause each of its  Subsidiaries to, do or cause to be done all things necessary to (a) preserve, renew and  keep in full force and effect (i) its legal existence, (ii) the rights, qualifications, licenses,  permits, privileges, franchises, governmental authorizations and intellectual property  rights material to the conduct of its business except where the failure to do so,  individually or in the aggregate, could not reasonably be expected to result in a Material  Adverse Effect and (b) maintain all requisite authority to conduct its business in each  jurisdiction in which its business is conducted except where the failure to do so,  individually or in the aggregate, could not reasonably be expected to result in a Material  Adverse Effect; provided that the foregoing clauses (a) and (b) shall not prohibit any  merger, consolidation, liquidation or dissolution permitted under Section 6.4.  5.5. Payment of Taxes and Claims.  AGCO shall, and shall cause each  Subsidiary to, pay and discharge all material federal, foreign, state and local taxes,  assessments, and governmental charges or levies imposed upon any of them or their  respective incomes or profits or upon any properties belonging to any of them prior to the  date on which penalties attach thereto; except that, no such tax, assessment, charge, levy,  or claim need be paid which is being contested in good faith by appropriate proceedings  and for which adequate reserves shall have been set aside on the appropriate books.  5.6. Maintenance of Insurance.  AGCO shall maintain, and cause each of its  Subsidiaries to maintain, insurance with responsible and reputable insurance companies  or associations in such amounts and covering such risks as is usually carried by  companies engaged in similar businesses and owning similar properties in the same  general areas in which AGCO or such Subsidiary operates, subject to customary self- insurance, deductibles and co-payment obligations.  5.7. Visitation Rights.  AGCO shall permit, and shall cause its Subsidiaries to  permit, representatives of the Administrative Agent and, if accompanied by the  representatives of the Administrative Agent, representatives of each Issuing Bank and  each Lender to (a) visit and inspect the properties of AGCO and its Subsidiaries during  normal business hours, (b) inspect and make extracts from and copies of AGCO's and its  Subsidiaries' books and records and (c) discuss with its respective principal officers,  directors and accountants its businesses, assets, liabilities, financial positions, results of  operations, and business prospects; provided, however, the Administrative Agent will use  reasonable efforts to coordinate with AGCO such visit and inspections to limit any  inconvenience to AGCO and its Subsidiaries and, prior to the occurrence of any Default  hereunder, the Administrative Agent shall give AGCO reasonable prior notice of any  such visit or inspection.  5.8. Accounting Methods.  AGCO shall maintain, and cause each of its  Subsidiaries to maintain, a system of accounting established and administered in  accordance with Applicable Accounting Standards, and will keep adequate records and  books of account in which complete entries will be made in accordance with such  accounting principles consistently applied and reflecting all transactions required to be  reflected by such accounting principles.  





 






87  \\4157-1107-4114  v16  5.9. Maintenance of Properties, Etc.  AGCO shall preserve, and shall cause  each of its Subsidiaries to maintain and preserve in the ordinary course of business in  good repair, working order, and condition, normal wear and tear, removal from service  for routine maintenance and repair and disposal of obsolete equipment excepted, all  properties used or useful in their respective businesses (whether owned or held under  lease), and from time to time make or cause to be made all needed and appropriate  repairs, renewals, replacements, additions, and improvements thereto, except in each case  where such failure to do so would not reasonably be expected to result in a Material  Adverse Effect.  5.10. Further Assurances.  Upon the reasonable request of the Administrative  Agent, AGCO shall promptly cure, or cause to be cured, defects in the execution and  delivery of the Loan Documents (including this Agreement), resulting from any act or  failure to act by any Loan Party or any employee or officer thereof.  AGCO at its expense  will promptly execute and deliver to the Administrative Agent and the Lenders, or cause  to be executed and delivered to the Administrative Agent and the Lenders, all such other  and further documents, agreements, and instruments in compliance with or  accomplishment of the covenants and agreements of AGCO and its Subsidiaries in the  Loan Documents, including this Agreement, or to correct any omissions in the Loan  Documents, or more fully to state the obligations set out herein or in any of the Loan  Documents, or to obtain any consents, all as may be necessary or appropriate in  connection therewith as may be reasonably requested by the Administrative Agent.  5.11. Additional Domestic Subsidiaries.  At any time after the Agreement Date,  in the event that AGCO or any Subsidiary of AGCO acquires or forms a new Domestic  Subsidiary of AGCO that is a Material Subsidiary or a Material Subsidiary results from  the division of a Subsidiary of AGCO or any Non-Material Domestic Subsidiary becomes  a Material Subsidiary, AGCO shall (a) cause such Domestic Subsidiary to provide to the  Administrative Agent, for the benefit of the Lenders, a Guaranty Agreement, in form and  substance satisfactory to the Administrative Agent, pursuant to which such Domestic  Subsidiary shall guaranty the Obligations under this Agreement and (b) provide to the  Administrative Agent, for the benefit of the Lenders, all other documentation, including  one or more opinions of counsel satisfactory to the Administrative Agent, which in its  reasonable opinion is appropriate with respect to the execution and delivery of the  Guaranty Agreement referred to above.   5.12. Use of Proceeds.  The proceeds of the Loans shall only be used to pay  transaction costs relating to the Transactions and for working capital needs and general  corporate purposes, in each case for the Borrowers and each Borrower's Subsidiaries.   ARTICLE 6  NEGATIVE COVENANTS  Each Borrower covenants and agrees that, so long as any Loan shall remain  unpaid, any Letter of Credit shall be outstanding or any Lender shall have any  Commitment hereunder:  





 






88  \\4157-1107-4114  v16  6.1. Indebtedness.  AGCO shall not create, assume, incur or otherwise become  or remain obligated in respect of, or permit to be outstanding, and shall not permit any of  its Subsidiaries to create, assume, incur or otherwise become or remain obligated in  respect of, or permit to be outstanding, any Indebtedness except:  (a) Indebtedness under this Agreement and the other Loan Documents;  (b) Indebtedness described on Schedule 6.1 hereto (including  Indebtedness under the European Term Loan Credit Agreement as of the Prior  Agreement Date);  (c) Unsecured Indebtedness incurred after the Prior Agreement Date  owing to the European Investment Bank in a principal amount not to exceed  €300,000,000;   (d) Intercompany Indebtedness among any of AGCO and the  Subsidiaries; provided, to the extent such Indebtedness is incurred by or an obligation of  AGCO or any other Loan Party, such Indebtedness, shall be unsecured and, upon the  occurrence of an Event of Default, subordinated to the Obligations;  (e) Indebtedness incurred in connection with a New Market Tax  Credit Transaction in an aggregate amount not to exceed $20,000,000;  (f) Indebtedness arising under a declaration of joint and several  liability used for the purpose of section 2:403 DCC (and any residual liability under such  declaration arising pursuant to section 2:404(2) DCC);  (g) Indebtedness arising as a result of two or more members of the  group being part of a fiscal unity (fiscale eenheid) for Dutch Tax purposes;  (h) Indebtedness under any Capitalized Leases in existence as of the  Prior Agreement Date; and  (i) Indebtedness incurred after the Prior Agreement Date so long as (i)  no Default exists or would result therefrom, (ii) AGCO determines after giving effect to  the incurrence of such Indebtedness that it is in pro forma compliance with the financial  covenants set forth in Section 6.10, and (iii) such Indebtedness shall be unsecured except  to the extent it is secured by a Permitted Lien.  6.2. Liens, Etc.  AGCO shall not create, incur, assume or suffer to exist, or  permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or  with respect to any of its properties of any character, whether now owned or hereafter  acquired, except Permitted Liens.  6.3. Restricted Payments.  AGCO shall not, and shall not permit any of its  Subsidiaries to, directly or indirectly declare or make any Restricted Payment if at the  time of such Restricted Payment, after giving effect thereto, there shall exist a Default or  Event of Default; provided that (a) any Subsidiary of AGCO may make Restricted  





 






89  \\4157-1107-4114  v16  Payments to AGCO or any Subsidiary of AGCO and (b) to the extent any Subsidiary of  AGCO is treated for tax purposes as a limited liability company, partnership or other  "pass-through" entity, such Subsidiary may make Restricted Payments required by the  terms of its governing documents to be made during such period to the owners of Equity  Interests in such Subsidiary to pay the tax liability of such Persons as a result of their  ownership of Equity Interests in such Subsidiary for such period.  6.4. Fundamental Changes, Etc.  AGCO shall not, and shall not permit any of  its Subsidiaries to, merge into or consolidate with any Person, except that (a) AGCO may  merge into or consolidate with any other Subsidiary of AGCO or any other Person to  consummate an acquisition, so long as (i) no Default then exists hereunder or would be  caused thereby, and (ii) AGCO shall be the surviving Person of such merger or  consolidation, and (b) any Subsidiary of AGCO may merge into or consolidate with any  other Subsidiary of AGCO or any other Person to consummate an acquisition, so long as  (i) no Default then exists hereunder or would be caused thereby, (ii) except as set forth in  clause (iv) below, the Person surviving such merger or consolidation, shall be a  Subsidiary of AGCO, (iii) if a Loan Party is a party to such merger or consolidation and  the surviving Person of any such merger or consolidation is not a Loan Party, AGCO  shall provide five (5) Business Days prior written notice to the Administrative Agent and  the surviving Person shall assume, in a manner reasonably satisfactory to the  Administrative Agent, the obligations of such Loan Party under the Loan Documents to  which such Loan Party was a party, provided that, if a Borrower is a party to such merger  or consolidation and the surviving Person of any such merger or consolidation is not a  Borrower, such surviving Person shall not become a Borrower hereunder except as  provided in Section 2.13, and (iv) if the Person surviving such merger or consolidation is  not a Subsidiary of AGCO, such merger or consolidation is permitted by Section 6.5.   AGCO shall not liquidate or dissolve itself or otherwise wind up its business, and AGCO  shall not permit any other Borrower to liquidate or dissolve itself or otherwise wind up its  business, unless all Loans outstanding to such Borrower have been paid in full.    6.5. Sales of Assets.  AGCO shall not sell, lease, transfer or otherwise dispose  of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any  assets, except:  (a) sales of Inventory in the ordinary course of its business;  (b) sale or disposition of obsolete, worn-out or surplus equipment in  the ordinary course of business;  (c) so long as no Default has occurred and is then continuing, the sale  of fixed assets in connection with Tax Incentive Transactions or New Market Tax Credit  Transactions;  (d) transfers of assets among AGCO and its Subsidiaries in  compliance with Section 6.6;  





 






90  \\4157-1107-4114  v16  (e) sales of Receivables in connection with factoring arrangements in  the ordinary course of business; and  (f) so long as no Default has occurred and is then continuing, the sale  of any other assets by AGCO or any Subsidiary (i) in an aggregate amount during any  Fiscal Year of AGCO not exceeding 10% of the Consolidated Net Tangible Assets of  AGCO as of the last day of such Fiscal Year and (ii) in an aggregate amount during the  term of this Agreement not exceeding 20% of the Consolidated Net Tangible Assets of  AGCO at any time.   6.6. Affiliate Transactions.  AGCO shall not, and shall not permit any of its  Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase,  lease or otherwise acquire any property or assets from, or otherwise engage in any other  transactions with, any of its Affiliates, on terms and conditions less favorable to AGCO  or such Subsidiary than those that could be obtained on an arm's-length basis with a  Person that is not such an Affiliate, except (a) transactions to the extent between or  among AGCO and its Subsidiaries, (b) Restricted Payments permitted by Section 6.3, (c)  increases in compensation and benefits for officers and employees of AGCO and its  Subsidiaries which are customary in the industry or consistent with the past business  practice of AGCO, or payment of customary directors' fees and indemnities, and (d)  transactions entered into in good faith and for legitimate business purposes with any  Person that is an Affiliate by reason of the ownership by AGCO or any of its Subsidiaries  of Equity Interests of such Person.  6.7. Amendments.  AGCO shall not, and shall not permit any Subsidiary to,  amend, its charter, bylaws or similar constituent documents that would reasonably be  expected to result in a Material Adverse Effect.  6.8. Restrictions on Subsidiaries.  AGCO shall not permit any Subsidiary of  AGCO to enter into, incur or permit to exist any agreement or other arrangement that  prohibits, restricts or limits (a) the amount of dividends or other distributions with respect  to any of its Equity Interests that may be paid by such Subsidiary to AGCO or another  Subsidiary of AGCO, (b) the amount of loans that may be made by such Subsidiary to  AGCO or another Subsidiary of AGCO, (c) the amount of payments by such Subsidiary  on Indebtedness owing by such Subsidiary of AGCO to AGCO or another Subsidiary, or  (d) the ability of such Subsidiary to transfer any of its properties or assets to AGCO,  other than (i) restrictions imposed under an agreement for the sale of all of the Equity  Interests in a Subsidiary or for the sale of a substantial part of the assets of such  Subsidiary, in either case to the extent permitted hereunder and pending the  consummation of such sale, (ii) restrictions set forth in the instruments, documents and  agreements governing the Indebtedness described on Schedule 6.1 hereto as of the Prior  Agreement Date and any similar restrictions set forth in documents governing other  Indebtedness permitted under Section 6.1, (iii) restrictions imposed by Applicable Law or  any of the Loan Documents, (iv) restrictions in any agreement with another Person  relating to a joint venture conducted through a Subsidiary of AGCO in which such Person  is a minority stockholder requiring the consent of such Person to the payment of  dividends, (v) with respect to restrictions of the type described in clause (d) above,  





 






91  \\4157-1107-4114  v16  restrictions under agreements governing Indebtedness secured by a Lien not otherwise  prohibited hereunder that limit the right of the debtor to dispose of the assets securing  such Indebtedness, (vi) customary provisions contained in leases, licenses and other  similar agreements entered into in the ordinary course of business that impose restrictions  of the type described in clause (d) above on the property subject to such lease, (vii)  customary anti-assignment provisions contained in agreements entered into in the  ordinary course of business, (viii) customary subordination of subrogation, contribution  and similar claims contained in guaranties permitted hereunder, (ix) restrictions on the  transfer, lease, or license of any property or asset of any Loan Party in effect on the  Agreement Date that were entered into in the ordinary course of business, and (x)  encumbrances or restrictions existing with respect to any Person or the property or assets  of such Person acquired by AGCO or any Subsidiary of AGCO, provided that such  encumbrances and restrictions were in existence immediately prior to such acquisition  (and not created in contemplation thereof) and are not applicable to any Person or the  property or assets of any Person other than such acquired Person or the property or assets  of such acquired Person.  6.9. Reserved.  6.10. Financial Covenants.  (a) Net Leverage Ratio.  AGCO shall not allow, as of the end of each  Fiscal Quarter of AGCO, the Net Leverage Ratio to exceed 3.00 to 1.00; provided that,  notwithstanding the foregoing, for the four Fiscal Quarters ended immediately following  closing of a Material Acquisition (including the Fiscal Quarter in which such Material  Acquisition occurs), the Net Leverage Ratio shall not exceed 3.50 to 1.00.  (b) Interest Coverage Ratio.  AGCO shall maintain, as of the end of  each Fiscal Quarter of AGCO, an Interest Coverage Ratio of not less than 3.00 to 1.00.   6.11. Anti-Terrorism Laws.  Neither the Borrower nor any of its Subsidiaries  will directly or to its knowledge indirectly use the proceeds of the Loans or the Letters of  Credit in violation of any Sanctions, Anti-Terrorism Laws or any Anti-Corruption Laws  by any Person (including any Person participating in the Loans or Letters of Credit,  whether as Administrative Agent, Issuing Bank, Lender, arranger, underwriter, advisor,  investor, or otherwise),  ARTICLE 7  EVENTS OF DEFAULT  7.1. Events of Default.  Each of the following shall constitute an Event of  Default (an "Event of Default"), whatever the reason for such event and whether it shall  be voluntary or involuntary or be effected by operation of law or pursuant to any  judgment or order of any court or any order, rule, or regulation of any governmental or  non-governmental body:  (a) (i) any Borrower shall fail to pay (x) any principal or face amount  of any Loan on the date when the same becomes due and payable, or (y) any interest or  





 






92  \\4157-1107-4114  v16  fees due hereunder within three (3) Business Days after the date when the same becomes  due and payable, or (ii) any Loan Party shall fail to make any other payment under any  Loan Document, in any case within five (5) Business Days after the date when the same  becomes due and payable; or  (b) any representation or warranty made by any Loan Party under or in  connection with any Loan Document or in any report, certificate, financial statement or  other document furnished pursuant to or in connection with this Agreement or any other  Loan Document shall prove to have been incorrect in any material respect when made or  deemed made; or  (c) (i) any Borrower shall fail to perform any term, covenant or  agreement contained in Section 5.1(a), (b), or (c), if such failure shall remain unremedied  for ten (10) days after written notice thereof having been given to AGCO; (ii) any  Borrower shall fail to perform, observe or comply with any other term, covenant or  agreement contained in Article 6; or (iii) any Borrower or any other Loan Party shall fail  to perform any other term, covenant or agreement contained in this Agreement or any  other Loan Document not referenced elsewhere in this Section 7.1 if such failure shall  remain unremedied for thirty (30) days after written notice thereof having been given to  AGCO; or  (d) AGCO, any Material Subsidiary or any Borrower shall fail to pay  any principal of, premium or interest on or any other amount payable in respect of any  Indebtedness, if such Indebtedness is outstanding in a principal or notional amount of at  least US$50,000,000 in the aggregate (but excluding (i) Indebtedness outstanding  hereunder and (ii) Indebtedness solely between or among AGCO and its Subsidiaries),  when the same becomes due and payable (whether by scheduled maturity, required  prepayment, acceleration, demand or otherwise), and such failure shall continue after the  applicable grace period, if any, specified in the agreement or instrument relating to such  Indebtedness; or any other event shall occur or condition shall exist under any agreement  or instrument relating to any such Indebtedness and shall continue after the applicable  grace period, if any, specified in such agreement or instrument, if the effect of such event  or condition is to accelerate, or to permit the acceleration of, the maturity of such  Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such  Indebtedness to mature; or any such Indebtedness shall be declared to be due and payable  or required to be prepaid or redeemed (other than by a regularly scheduled required  prepayment or redemption), purchased or defeased, or an offer to prepay, redeem,  purchase or defease such Indebtedness shall be required to be made, in each case prior to  the stated maturity thereof; or  (e) AGCO, any Material Subsidiary or any Borrower shall generally  not pay its debts as such debts become due, shall suspend or threaten to suspend making  payment whether of principal or interest with respect to any class of its debts or shall  admit in writing its insolvency or its inability to pay its debts generally, or shall make a  general assignment for the benefit of creditors; or any proceeding shall be instituted by or  against AGCO, any Material Subsidiary or any Borrower seeking, or seeking the  administration, to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding  





 






93  \\4157-1107-4114  v16  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,  administrator, receiver and manager, trustee, or other similar official for it or for any  substantial part of its property (including, without limitation, any proceeding under the  Bankruptcy Code or any similar law in any other jurisdiction) and, in the case of any such  proceeding instituted against it (but not instituted by it) that is being diligently contested  by it in good faith, either such proceeding shall remain undismissed or unstayed for a  period of sixty (60) days or any of the actions sought in such proceeding (including  without limitation the entry of an order for relief against, or the appointment of a  receiver, administrator, receiver and manager, trustee, custodian or other similar official  for, it or any substantial part of its property) shall occur; or AGCO, any Material  Subsidiary or any Borrower shall take any action to authorize any of the actions set forth  above in this subsection, or an encumbrancer takes possession of, or a trustee or  administrator or other receiver or similar officer is appointed in respect of, all or any part  of the business or assets of AGCO, any Material Subsidiary, or any Borrower or distress  or any form of execution is levied or enforced upon or sued out against any such assets  and is not discharged within seven days of being levied, enforced or sued out, or any Lien  that may for the time being affect any of its assets becomes enforceable, or anything  analogous to any of the events specified in this subsection occurs under the laws of any  applicable jurisdictions; or  (f) any judgment or order for the payment of money in excess of  US$50,000,000 (other than any such judgment for a monetary amount insured against by  a reputable insurer that shall have admitted liability therefor), individually or in the  aggregate, shall be rendered against AGCO or any Material Subsidiary, or a warrant of  attachment or execution or similar process shall be issued or levied against property of  AGCO or any Material Subsidiary pursuant to a judgment which, together with all other  such property of AGCO or any Material Subsidiary subject to other such process, exceeds  in value US$50,000,000 in the aggregate, and either (i) enforcement proceedings shall  have been commenced by any creditor upon such judgment, decree or order, or (ii) there  is a period of thirty (30) consecutive days following entry of such judgment or order  during which a stay of enforcement of such judgment or order, by reason of a pending  appeal or otherwise, is not in effect; or  (g) any non-monetary judgment or order shall be rendered against  AGCO or any Subsidiary that would reasonably be expected to result in a Material  Adverse Effect, and within thirty (30) days after the entry or issue thereof, such judgment  or order shall not have been vacated, rescinded or stayed pending appeal or otherwise; or  (h) any material portion of any Loan Document shall at any time and  for any reason be declared to be null and void, or a proceeding shall be commenced by  any Loan Party or any of its respective Affiliates, or by any governmental authority  having jurisdiction over any Loan Party or any of its Affiliates, seeking to establish the  invalidity or unenforceability thereof (exclusive of questions of interpretation of any  provision thereof), or any material provision of any Loan Document shall for any reason  





 






94  \\4157-1107-4114  v16  cease to be valid and binding on or enforceable against any Loan Party to it, or any such  Loan Party shall so state in writing; or  (i) a Change of Control shall occur; or  (j) (i) any ERISA Event shall have occurred with respect to a Plan of  any Loan Party or any ERISA Affiliate as a result of an Insufficiency thereunder, and any  Loan Party shall fail to make any payment in excess of US$50,000,000 as and when  required to be made under ERISA as a result of such Insufficiency, or any such  Insufficiency shall have occurred and then exist that would reasonably be expected to  result in a Material Adverse Effect; or (ii) any Loan Party or any ERISA Affiliate shall  have been notified by the sponsor of a Multiemployer Plan of such Loan Party or any  ERISA Affiliate that it has incurred Withdrawal Liability to such Multiemployer Plan in  an amount that, when aggregated with all other amounts required to be paid to  Multiemployer Plans by the Loan Parties and their ERISA Affiliates as Withdrawal  Liability (determined as of the date of such notification), exceeds US$50,000,000 or  would otherwise reasonably be expected to result in a Material Adverse Effect; or (iii)  any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a  Multiemployer Plan that such Multiemployer Plan is in reorganization or is being  terminated, within the meaning of Title IV of ERISA, and as a result of such  reorganization or termination the aggregate annual contributions of such Loan Party and  their ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being  terminated have been or will be increased over the amounts contributed to such  Multiemployer Plans for the plan years of such Multiemployer Plans immediately  preceding the plan years in which such reorganization or termination occurs by an  amount exceeding US$50,000,000 or which would otherwise reasonably be expected to  result in a Material Adverse Effect.  7.2. Remedies.  If an Event of Default shall have occurred and until such Event  of Default is waived in writing by the Required Lenders, or all of the Lenders as may be  required by Section 9.1, the Administrative Agent:  (a) may, and shall at the request of the Required Lenders, by notice to  AGCO, declare the obligation of each Lender to make Loans and of the Issuing Banks to  issue Letters of Credit and the Swing Line Bank to make Swing Line Loans to be  terminated, whereupon the same shall forthwith terminate;   (b) may, and shall at the request of the Required Lenders (i) by notice  to AGCO, declare the Loans, all interest thereon and all other amounts payable under this  Agreement and the other Loan Documents to be forthwith due and payable, whereupon  the Loans, all such interest and all such amounts shall become and be forthwith due and  payable, without presentment, demand, protest or further notice of any kind, all of which  are hereby expressly waived by the Borrowers, and (ii) by notice to each party required  under the terms of any agreement in support of which a Letter of Credit is issued, request  that all Obligations under such agreement be declared to be due and payable; provided  that in the event of an actual or deemed entry of an order for relief or any assignment,  proposal or the giving of notice of intention to make a proposal with respect to any  





 






95  \\4157-1107-4114  v16  Borrower under Debtor Relief Laws, (x) the obligation of each Lender to make  Revolving Loans and of the Issuing Banks to issue Letters of Credit and of the Swing  Line Bank to make Swing Line Loans shall automatically be terminated and (y) the  Loans, all such interest and all such amounts shall automatically become and be due and  payable, without presentment, demand, protest or any notice of any kind, all of which are  hereby expressly waived by the Borrowers; and  (c) may, and shall at the request of the Required Lenders, exercise all  of the post-default rights granted to it and to them under the Loan Documents or under  Applicable Law.  The Administrative Agent, for the benefit of itself, the Issuing Banks  and the Lenders, shall have the right to the appointment of a receiver for the property of  each Borrower, and each Borrower hereby consents to such rights and such appointment  and hereby waives any objection each Borrower may have thereto or the right to have a  bond or other security posted by the Administrative Agent, the Issuing Banks or the  Lenders in connection therewith.  7.3. Actions in Respect of the Letters of Credit.  If any Event of Default shall  have occurred and be continuing, the Administrative Agent may, irrespective of whether  it is taking any of the actions described in Section 7.2 or otherwise, make demand upon  AGCO to, and forthwith upon such demand AGCO will, pay to the Administrative Agent  on behalf of the Lenders in same-day funds at the Administrative Agent's office  designated in such demand, for deposit in such interest-bearing account as the  Administrative Agent shall specify (the "L/C Cash Collateral Account"), an amount  equal to the aggregate Available Amount of all Letters of Credit then outstanding.  If at  any time the Administrative Agent determines that any funds held in the L/C Cash  Collateral Account are subject to any right or claim of any Person other than the  Administrative Agent and the Lenders or that the total amount of such funds is less than  the amount required to be on deposit hereunder, AGCO will, forthwith upon demand by  the Administrative Agent, pay to the Administrative Agent, as additional funds to be  deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of  (i) such amount required to be deposited hereunder over (ii) the total amount of funds, if  any, then held in the L/C Cash Collateral Account that the Administrative Agent  determines to be free and clear of any such right and claim.  The L/C Cash Collateral  Account shall be in the name and under the sole dominion and control of the  Administrative Agent.  The Administrative Agent shall have no obligation to invest any  amounts on deposit in the L/C Cash Collateral Account.  AGCO grants to the  Administrative Agent, for its benefit and the benefit of the Lenders, the Administrative  Agent and the Issuing Banks, a lien on and security interest in the L/C Cash Collateral  Account and all amounts on deposit therein as collateral security for the performance of  the Borrowers' obligations under this Agreement and the other Loan Documents.  The  Administrative Agent shall have all rights and remedies available to it under Applicable  Law with respect to the L/C Cash Collateral Account and all amounts on deposit therein.  7.4. Application of Payments.  Subsequent to the occurrence and during the  continuation of an Event of Default, payments and prepayments with respect to the  Obligations made to the Administrative Agent, the Lenders, the Issuing Banks, the Swing  Line Bank or otherwise received by the Administrative Agent, any Lender, any Issuing  





 






96  \\4157-1107-4114  v16  Bank or the Swing Line Bank (excluding any funds held in the L/C Cash Collateral  Account which shall be applied to, or held to pay, the Available Amount of all Letters of  Credit then outstanding as set forth in Section 7.3) shall be distributed in the following  order of priority:  first, to the reasonable costs and expenses (including reasonable  attorneys' fees and expenses), if any, incurred by the Administrative Agent, any Lender,  any Issuing Bank or the Swing Line Bank in the collection of such amounts under this  Agreement or of the Loan Documents until paid in full; second, to any fees then due and  payable to the Administrative Agent under this Agreement or any other Loan Document  until paid in full; third, to any fees then due and payable to the Lenders and the Issuing  Banks under this Agreement until paid in full; fourth, to the ratable payment of interest  then due in respect of the Loans and the Swing Line Loans until paid in full; fifth, to the  ratable payment of principal of the Loans and the Swing Line Loans and, to the L/C Cash  Collateral Account, for any Letters of Credit then outstanding, in each case until paid (or  Cash Collateralized) in full; sixth, to any other Obligations not otherwise referred to in  this Section until paid in full; and seventh, to Borrowers or such other Person entitled  thereto under Applicable Law.   ARTICLE 8  THE ADMINISTRATIVE AGENT  8.1. Authorization and Action.  Each Lender and Issuing Bank hereby  irrevocably appoints and authorizes Rabobank to take action on its behalf as the  Administrative Agent to exercise such powers and discretion under this Agreement and  the other Loan Documents as are delegated to them respectively by the terms hereof and  thereof, together with such powers and discretion as are reasonably incidental thereto.   The provisions of this Article 8 are solely for the benefit of the Administrative Agent, the  Lenders and the Issuing Banks, and neither AGCO nor any other Loan Party shall have  rights as a third-party beneficiary of any of such provisions.  It is understood and agreed  that the use of the term "agent" herein or in any other Loan Documents (or any other  similar term) with reference to the Administrative Agent is not intended to connote any  fiduciary or other implied (or express) obligations arising under agency doctrine of any  applicable law.  Instead such term is used as a matter of market custom, and is intended  to create or reflect only an administrative relationship between contracting parties.  As to  any matters not expressly provided for by the Loan Documents, the Administrative Agent  shall not be required to exercise any discretion or take any action, but shall be required to  act or to refrain from acting (and shall be fully protected in so acting or refraining from  acting) upon the instructions of the Required Lenders, and such instructions shall be  binding upon all Lenders and Issuing Banks; provided that the Administrative Agent shall  not be required to take any action that, in its opinion or the opinion of its counsel,  exposes it or any of its Related Parties to liability or that is contrary to the Loan  Documents or Applicable Law, including for the avoidance of doubt any action that may  be in violation of the automatic stay under Debtor Relief Laws or that may effect a  forfeiture, modification or termination of property of any Defaulting Lender in violation  of Debtor Relief Laws.  Except for action requiring the approval of the Required Lenders,  the Administrative Agent shall be entitled to use their discretion with respect to  exercising or refraining from exercising any rights which may be vested in it by, and with  respect to taking or refraining from taking any action or actions which it may be able to  





 






97  \\4157-1107-4114  v16  take under or in respect of, any Loan Document, unless the Administrative Agent shall  have been instructed by the Required Lenders to exercise or refrain from exercising such  rights or to take or refrain from taking such action.  The Administrative Agent shall not  incur any liability under or in respect of any Loan Document with respect to anything  which it may do or refrain from doing in the reasonable exercise of its judgment or which  may seem to it to be necessary or desirable in the circumstances, except for its gross  negligence or willful misconduct as determined by a court of competent jurisdiction in a  final and non-appealable judgment.  8.2. Administrative Agent's Reliance, Etc.  Neither Administrative Agent nor  any of its Related Parties shall be liable for any action taken or omitted to be taken by it  or them under or in connection with the Loan Documents, except for its or their own  gross negligence or willful misconduct as determined by a court of competent jurisdiction  in a final and non-appealable judgment.  Without limitation of the generality of the  foregoing, the Administrative Agent:  (a) shall not be subject to any fiduciary or other implied duties,  regardless of whether a Default has occurred and is continuing;  (b) shall not, except as expressly set forth herein and in the other Loan  Documents, have any duty to disclose, and shall not be liable for the failure to disclose,  any information relating to AGCO or any of its Affiliates that is communicated to or  obtained by the Person serving as the Administrative Agent or any of its Affiliates in any  capacity.  (c) may consult with legal counsel (including counsel for any Loan  Party), independent public accountants and other experts selected by it, and may rely on  any opinion of counsel delivered under this Agreement, and shall not be liable for any  action taken or omitted to be taken in good faith by it in accordance with the advice of  such counsel, accountants or experts or any such opinion;  (d) makes no warranty or representation to any Lender or Issuing Bank  and shall not be responsible to any Lender or Issuing Bank for any statements, warranties  or representations made in or in connection with the Loan Documents by any other  Person;  (e) shall not be responsible for or have any duty to ascertain or inquire  into (i) any statement, warranty or representation made in or in connection with this  Agreement or any other Loan Document, (ii) the contents of any certificate, report or  other document delivered hereunder or thereunder or in connection herewith or therewith,  (iii) the performance or observance of any of the covenants, agreements or other terms or  conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,  enforceability, effectiveness or genuineness of this Agreement, any other Loan Document  or any other agreement, instrument or document, or (v) the satisfaction of any condition  set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly  required to be delivered to the Administrative Agent;  





 






98  \\4157-1107-4114  v16  (f) shall not be responsible to any Lender or Issuing Bank for the due  execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan  Document or any other instrument or document furnished pursuant hereto (other than its  own execution and delivery thereof) or the creation, attachment perfection or priority of  any Lien purported to be created under or contemplated by any Loan Document;  (g) shall incur no liability under or in respect of any Loan Document  by acting upon any notice, consent, certificate or other instrument or writing (which may  be by telegram, telecopy, cable or telex) believed by it to be genuine and signed or sent  by the proper party or parties;  (h) shall have no liability or responsibility to any Loan Party for any  failure on the part of any Lender or Issuing Bank to comply with any obligation to be  performed by such Lender or Issuing Bank under this Agreement;  (i) shall not be deemed to have knowledge or notice of the occurrence  of any Default or Event of Default under this Agreement unless they have received notice  from a Lender, Issuing Bank or Loan Party referring to this Agreement, describing such  Default or Event of Default and stating that such notice is a "Notice of Default";  (j) shall incur no liability as a result of any determination whether the  transactions contemplated by the Loan Documents constitute a "highly leveraged  transaction" within the meaning of the interpretations issued by the Comptroller of the  Currency, the Federal Deposit Insurance Corporation and the Board of Governors of the  Federal Reserve System;   (k) may act directly or through agents or attorneys on its behalf but  shall not be responsible to any Lender or Issuing Bank for the negligence or misconduct  of any agents or attorneys except to the extent that a court of competent jurisdiction  determines in a final and non-appealable judgment that the Administrative Agent acted  with gross negligence or willful misconduct in the selection of such agents or attorneys;  (l) shall be entitled to rely upon, and shall not incur any liability for  relying upon, any notice, request, certificate, consent, statement, instrument, document or  other writing (including any Platform, electronic message, internet or intranet website  posting or other distribution) believed by it to be genuine and to have been signed, sent or  otherwise authenticated by the proper Person;  (m) may rely upon any statement made to it orally or by telephone and  believed by it to have been made by the proper Person, and shall not incur any liability  for relying thereon;  (n) in determining compliance with any condition hereunder to the  making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit,  that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the  Administrative Agent may presume that such condition is satisfactory to such Lender or  Issuing Bank unless the Administrative Agent shall have received notice to the contrary  





 






99  \\4157-1107-4114  v16  from such Lender or Issuing Bank prior to the making of such Loan or the issuance of  such Letter of Credit;  (o) shall not be liable for any damage or loss resulting from or caused  by events or circumstances beyond the Administrative Agent's reasonable control,  including nationalization, expropriation, currency or funds transfer restrictions, the  interruption, disruption, or suspension of the normal procedures and practices of any  securities market, power, mechanical, communications, or other technological failures or  interruptions, computer viruses or the like, fires, floods, earthquakes, or other natural  disasters, civil, and military disturbance, acts of war or terrorism, riots, revolution, acts of  God, work stoppages, strikes, national disasters of any kind, or other similar events or  acts, or errors by any Borrower in its instructions to the Administrative Agent; and  (p) does not warrant or accept responsibility for, and shall not have  any liability with respect to, the administration, submission or any other matter related to  the determination of rates in the definition of Non-Base Rate Benchmark or with respect  to any comparable or successor rates thereto.  The exculpatory provisions of this Article 8 shall apply to any agent of the  Administrative Agent and any Related Parties of the Administrative Agent and any such  sub agent, and shall apply to their respective activities in connection with the syndication  of the credit facilities provided hereunder as well as activities as Administrative Agent.  8.3. Administrative Agent, in its Individual Capacity and Affiliates.  With  respect to its respective Commitments and the Loans made by Rabobank, Rabobank shall  have the same rights and powers under the Loan Documents as any other Lender and may  exercise the same as though it were not the Administrative Agent; and the term "Lender"  or "Lenders" shall, unless otherwise expressly indicated, include Rabobank in its  individual capacity.  Rabobank and its respective Affiliates may accept deposits from,  lend money to, act as trustee under indentures of, accept investment banking  engagements from and generally engage in any kind of business with, any Loan Party,  any of its Subsidiaries and any Person who may do business with or own securities of any  Loan Party or any such Subsidiary, all as if Rabobank was not the Administrative Agent  and without any duty to account therefor to the Lenders.  8.4. Lender Credit Decision.  Each Lender and Issuing Bank acknowledges  that it has, independently and without reliance upon the Administrative Agent or any  other Lender or their respective Related Parties and based on the financial statements  referred to in Section 3.1 and such other documents and information as it has deemed  appropriate, made its own independent credit analysis and decision to enter into this  Agreement.  Each Lender and Issuing Bank also acknowledges that it will, independently  and without reliance upon the Administrative Agent or any other Lender and based on  such documents and information as it shall deem appropriate at the time, continue to  make its own credit decisions in taking or not taking action under this Agreement, any  other Loan Document or any related agreement or document furnished hereunder or  thereunder.  





 






100  \\4157-1107-4114  v16  8.5. Notice of Default or Event of Default.  In the event that the Administrative  Agent or any Lender shall acquire actual knowledge, or shall have been notified in  writing, of any Default or Event of Default, the Administrative Agent or such Lender  shall promptly notify the other Lenders, and the Administrative Agent shall take such  action and assert such rights under this Agreement as the Required Lenders shall request  in writing, and the Administrative Agent shall not be subject to any liability by reason of  its acting (a) pursuant to any such request or (b) in the absence of its own gross  negligence or willful misconduct as determined by a court of competent jurisdiction by  final and non-appealable judgment.  If the Required Lenders shall fail to request the  Administrative Agent to take action or to assert rights under this Agreement in respect of  any Event of Default within ten days after their receipt of the notice of any Event of  Default, or shall request inconsistent action with respect to such Event of Default, the  Administrative Agent may, but shall not be required to, take such action and assert such  rights (other than rights under Article 7) as it deems in its discretion to be advisable for  the protection of the Lenders and Issuing Banks, except that, if the Required Lenders  have instructed the Administrative Agent not to take such action or assert such right, in  no event shall the Administrative Agent act contrary to such instructions.  8.6. Indemnification.  Each Lender severally agrees to indemnify the  Administrative Agent (to the extent not promptly reimbursed by the Borrowers) from and  against such Lender's ratable share of any and all liabilities, obligations, losses, damages,  penalties, actions, judgments, suits, costs, expenses or disbursements (including without  limitation fees and expenses of legal counsel, experts, agents and consultants) of any kind  or nature whatsoever that may be imposed on, incurred by, or asserted against the  Administrative Agent in any way relating to or arising out of the Loan Documents or any  action taken or omitted by the Administrative Agent under the Loan Documents;  provided that no Lender shall be liable for any portion of such liabilities, obligations,  losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements  found in a final, non-appealable judgment by a court of competent jurisdiction to have  resulted from the Administrative Agent's gross negligence or willful misconduct as  determined by a court of competent jurisdiction in a final and non-appealable judgment.   Without limitation of the foregoing, each Lender agrees to reimburse the Administrative  Agent promptly upon demand for its ratable share of any costs and expenses payable by  any Borrower under Section 9.4, to the extent that the Administrative Agent is not  promptly reimbursed for such costs and expenses by the Borrowers.  For purposes of this  Section, the Lenders' respective ratable shares of any amount shall be determined, at any  time, according to the sum of:  (a) the aggregate principal amount of the Loans outstanding at such  time and owing to the respective Lenders;  (b) their respective Pro Rata Shares of the aggregate Available  Amount of all Letters of Credit outstanding at such time; and  (c) their respective Unused Revolving Loan Commitments at such  time.  





 






101  \\4157-1107-4114  v16  8.7. Successor Administrative Agent.  The Administrative Agent may resign at  any time by giving written notice thereof to the Lenders and the Borrowers.  Upon any  such resignation, the Required Lenders shall have the right to appoint a successor  Administrative Agent.  If no successor Administrative Agent shall have been so  appointed by the Required Lenders, and shall have accepted such appointment, within  thirty (30) days after the retiring Administrative Agent's giving of notice of resignation,  then the retiring Administrative Agent may, on behalf of the Lenders and Issuing Banks,  appoint a successor Administrative Agent, which shall be any Lender or a commercial  bank or other financial institution and having a combined capital and reserves in excess  of US$500,000,000. The resignation of such retiring Administrative Agent shall be  effective only upon (i) the acceptance of any appointment as an Administrative Agent  hereunder by a successor Administrative Agent, and (ii) the execution of all documents  and taking of all other actions reasonably necessary in the opinion of the successor  Administrative Agent, in connection with such substitution.  Upon such effectiveness  pursuant to the foregoing clauses (i) and (ii), such successor Administrative Agent shall  succeed to and become vested with all the rights, powers, discretion, privileges and duties  of the retiring Administrative Agent, and the retiring Administrative Agent shall be  discharged from its duties and obligations under the Loan Documents.  After any retiring  Administrative Agent's resignation hereunder as an Administrative Agent, the provisions  of this Article 8 and Section 9.4 shall continue in effect for the benefit of such retiring  Administrative Agent, its agents and their respective Related Parties in respect of any  actions taken or omitted to be taken by any of them while the retiring Administrative  Agent was acting as Administrative Agent.  8.8. Administrative Agent May File Proofs of Claim.  The Administrative  Agent may file such proofs of claim and other papers or documents as may be necessary  or advisable in order to have the claims of the Administrative Agent (including any claim  for the reasonable compensation, expenses, disbursements and advances of the  Administrative Agent, its agents, financial advisors and counsel), the Issuing Banks and  the Lenders allowed in any judicial proceedings relative to any Loan Party, or any of their  respective creditors or property, and shall be entitled and empowered to collect, receive  and distribute any monies, securities or other property payable or deliverable on any such  claims and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other  similar official in any such judicial proceeding in any such judicial proceedings is hereby  authorized by each Lender and Issuing Bank to make such payments to the  Administrative Agent and, in the event that the Administrative Agent shall consent to the  making of such payments directly to the Lenders or Issuing Banks, to pay to the  Administrative Agent any amount due to the Administrative Agent for the reasonable  compensation, expenses, disbursements and advances of the Administrative Agent, its  agents, financial advisors and counsel, and any other amounts due the Administrative  Agent.  8.9. Release of Guaranties  Each of the Lenders and Issuing Banks irrevocably  authorize the Administrative Agent, at its option and in its discretion, to release any Loan  Party (other than AGCO) from its obligations under any Guaranty Agreement if such  Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan  Documents.  Upon request by the Administrative Agent at any time, the Required  





 






102  \\4157-1107-4114  v16  Lenders will confirm in writing the Administrative Agent's authority to release any  Guarantor from its obligations under its Guaranty Agreement pursuant to this Section.  8.10. Other Agent Titles.  Notwithstanding any other provision of this  Agreement, each of the financial institutions named as "Co-Syndication Agent", "Joint  Bookrunner", "Joint Lead Arranger", and "Co-Documentation Agent" on the cover page  of this Agreement is named as such for recognition purposes only, and in its capacity as  such shall have no powers, duties, responsibilities or liabilities with respect to this  Agreement or the transactions contemplated hereby; it being understood and agreed that  each such financial institution in its stated capacity shall be entitled to all indemnification  rights in favor of the Administrative Agent as, and to the extent, provided in Sections 8.6  and 9.4(c).  8.11. Erroneous Payments.   (a) If Administrative Agent notifies a Lender, Issuing Bank, or any  Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender,  Issuing Bank, or other recipient, a "Payment Recipient") that Administrative Agent has  determined in its sole discretion (whether or not after receipt of any notice under  immediately succeeding clause (b)) that any funds received by such Payment Recipient  from Administrative Agent or any of its Affiliates were erroneously transmitted to, or  otherwise erroneously or mistakenly received by, such Payment Recipient (whether or  not known to such Lender, Issuing Bank, or other Payment Recipient on its behalf)  (any  such funds, whether received as a payment, prepayment or repayment of principal,  interest, fees, distribution or otherwise, individually and collectively, an "Erroneous  Payment") and demands the return of such Erroneous Payment (or a portion thereof),  such Erroneous Payment shall at all times remain the property of Administrative Agent  and shall be segregated by the Payment Recipient and held in trust for the benefit of  Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any  Payment Recipient who received such funds on its behalf, shall cause such Payment  Recipient to) promptly, but in no event later than two Business Days thereafter, return to  Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as  to which such a demand was made, in same day funds (in the currency so received),  together with interest thereon in respect of each day from and including the date such  Erroneous Payment (or portion thereof) was received by such Payment Recipient to the  date such amount is repaid to Administrative Agent in same day funds at the greater of  the Federal Funds Effective Rate and a rate determined by Administrative Agent in  accordance with banking industry rules on interbank compensation from time to time in  effect.  A notice of Administrative Agent to any Payment Recipient under this clause (a)  shall be conclusive, absent manifest error.  (b) Without limiting immediately preceding clause (a), each Lender,  Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing  Bank hereby further agrees that if it receives a payment, prepayment or repayment  (whether received as a payment, prepayment or repayment of principal, interest, fees,  distribution or otherwise) from Administrative Agent (or any of its Affiliates) (x) that is  in a different amount than, or on a different date from, that specified in a notice of  





 






103  \\4157-1107-4114  v16  payment, prepayment or repayment sent by Administrative Agent (or any of its  Affiliates) with respect to such payment, prepayment or repayment, (y) that was not  preceded or accompanied by a notice of payment, prepayment or repayment sent by  Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank, or  other such recipient, otherwise becomes aware was transmitted, or received, in error or by  mistake (in whole or in part) in each case:  (i) (A) in the case of immediately preceding clauses (x) or (y),  an error shall be presumed to have been made (absent written confirmation from  Administrative Agent to the contrary) or (B) in the case of immediately preceding clause  (z), an error has been made, in each case, with respect to such payment, prepayment or  repayment; and  (ii) such Lender or Issuing Bank shall (and shall cause any  other recipient that receives funds on its respective behalf to) promptly (and, in all events,  within one Business Day of its knowledge of such error) notify Administrative Agent of  its receipt of such payment, prepayment or repayment, the details thereof (in reasonable  detail) and that it is so notifying Administrative Agent pursuant to this Section 8.11(b).  (c) Each Lender or Issuing Bank hereby authorizes Administrative  Agent to set off, net and apply any and all amounts at any time owing to such Lender or  Issuing Bank under any Loan Document, or otherwise payable or distributable by  Administrative Agent to such Lender or Issuing Bank from any source, against any  amount due to Administrative Agent under immediately preceding clause (a) or under the  indemnification provisions of this Agreement.  (d) In the event that an Erroneous Payment (or portion thereof) is not  recovered by Administrative Agent for any reason, after demand therefor by  Administrative Agent in accordance with immediately preceding clause (a), from any  Lender or Issuing Bank that has received such Erroneous Payment (or portion thereof)  (and/or from any Payment Recipient who received such Erroneous Payment (or portion  thereof) on its respective behalf)  (such unrecovered amount, an "Erroneous Payment  Return Deficiency"), upon Administrative Agent's notice to such Lender or Issuing Bank  at any time, (i) such Lender or Issuing Bank shall be deemed to have assigned its Loans  (but not its Commitments) of the relevant Class with respect to which such Erroneous  Payment was made (the "Erroneous Payment Impacted Class") in an amount equal to  the Erroneous Payment Return Deficiency (or such lesser amount as Administrative  Agent may specify) (such assignment of the Loans (but not Commitments) of the  Erroneous Payment Impacted Class, the "Erroneous Payment Deficiency Assignment")  at par plus any accrued and unpaid interest (with the assignment fee to be waived by  Administrative Agent in such instance), and is hereby (together with Borrowers) deemed  to execute and deliver an Assignment and Assumption (or, to the extent applicable, an  agreement incorporating an Assignment and Assumption by reference pursuant to a  Platform as to which Administrative Agent and such parties are participants) with respect  to such Erroneous Payment Deficiency Assignment, (ii) Administrative Agent as the  assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency  Assignment, (iii) upon such deemed acquisition, Administrative Agent as the assignee  





 






104  \\4157-1107-4114  v16  Lender shall become a Lender or Issuing Bank, as applicable, hereunder with respect to  such Erroneous Payment Deficiency Assignment and the assigning Lender or assigning  Issuing Bank shall cease to be a Lender or Issuing Bank, as applicable, hereunder with  respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance  of doubt, its obligations under the indemnification provisions of this Agreement and its  applicable Commitments which shall survive as to such assigning Lender or assigning  Issuing Bank and (iv) Administrative Agent may reflect in the Register its ownership  interest in the Loans subject to the Erroneous Payment Deficiency Assignment.   Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an  Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such  sale, the Erroneous Payment Return Deficiency owing by the applicable Lender or  Issuing Bank shall be reduced by the net proceeds of the sale of such Loan (or portion  thereof), and Administrative Agent shall retain all other rights, remedies and claims  against such Lender or Issuing Bank (and/or against any recipient that receives funds on  its respective behalf).  For the avoidance of doubt, no Erroneous Payment Deficiency  Assignment will reduce the Commitments of any Lender or Issuing Bank and such  Commitments shall remain available in accordance with the terms of this Agreement.  In  addition, each party hereto agrees that, except to the extent that Administrative Agent has  sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency  Assignment, and irrespective of whether Administrative Agent may be equitably  subrogated, Administrative Agent shall be contractually subrogated to all the rights and  interests of the applicable Lender or Issuing Bank under the Loan Documents with  respect to each Erroneous Payment Return Deficiency (the "Erroneous Payment  Subrogation Rights").  (e) The parties hereto agree that an Erroneous Payment shall not pay,  prepay, repay, discharge or otherwise satisfy any Obligations owed by Borrowers or any  other Loan Party, except, in each case, to the extent such Erroneous Payment is, and  solely with respect to the amount of such Erroneous Payment that is, comprised of funds  received by Administrative Agent from Borrowers or any other Loan Party for the  purpose of making such Erroneous Payment.   (f) To the extent permitted by applicable law, no Payment Recipient  shall assert any right or claim to an Erroneous Payment, and hereby waives, and is  deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with  respect to any demand, claim or counterclaim by Administrative Agent for the return of  any Erroneous Payment received, including without limitation waiver of any defense  based on "discharge for value" or any similar doctrine or defense.  (g) Each party's obligations, agreements and waivers under this  Section 8.11 shall survive the resignation or replacement of Administrative Agent, any  transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the  termination of the Commitments and/or the repayment, satisfaction or discharge of all  Obligations (or any portion thereof) under any Loan Document.  





 






105  \\4157-1107-4114  v16  ARTICLE 9  MISCELLANEOUS  9.1. Amendments, Etc.  No amendment or waiver of any provision of this  Agreement or any other Loan Document, nor consent to any departure by any Borrower  therefrom, shall in any event be effective unless the same shall be in writing and signed  by the Required Lenders (or the Administrative Agent at the direction, or with the  consent, of the Required Lenders), and then such waiver or consent shall be effective  only in the specific instance and for the specific purpose for which given; provided that:  (a) no amendment, waiver or consent shall, unless in writing and  signed by the Lender affected thereby, reduce the principal of, or the rate of interest  specified herein (excluding a waiver of interest accruing at the Default Rate) on any Loan  owed to such Lender or the rate of fees payable for the account of such Lender hereunder,  or postpone any scheduled date for any payment of principal, interest or fees due to any  Lender;   (b) no amendment, waiver or consent shall, unless in writing and  signed by the Lender affected thereby and acknowledged by the Administrative Agent,  increase (i) the amount of the Commitments of such Lender, or (ii) such Lender's Pro  Rata Share for its applicable Class of Loans (except as set forth in Section 2.11(e)(iv));  (c) no amendment, waiver or consent shall, unless in writing and  signed by all of the Lenders and acknowledged by Administrative Agent, do any of the  following at any time:  (i) waive any of the conditions specified in Section 3.2;  (ii) change any of the provisions of this Section 9.1 or the  definition of the term "Required Lenders", “Required Multicurrency Lenders” and  “Required USD Lenders” or any other provision hereof specifying the number or  percentage of Lenders required to waive, amend or modify any rights hereunder or make  any determination or grant any consent hereunder, without the written consent of each  Lender; or  (iii) release AGCO from any of its obligations under a Loan  Document or release all of substantially all of the Guarantors from their obligations under  the Loan Documents;  (d) no amendment, waiver or consent shall, unless in writing and  signed by the Swing Line Bank in addition to the Lenders required above to take such  action, affect the rights or obligations of the Swing Line Bank in such capacity under this  Agreement;  (e) no amendment, waiver or consent shall, unless in writing and  signed by such Issuing Bank in addition to the Lenders required above to take such  action, affect the rights or obligations of an Issuing Bank under this Agreement;    





 






106  \\4157-1107-4114  v16  (f) no amendment, waiver or consent shall, unless in writing and  signed by the Administrative Agent, in addition to the Lenders required above to take  such action, affect the rights or duties of the Administrative Agent under this Agreement;  (g) no amendment, waiver or consent shall, unless in writing and  signed by Required Multicurrency Lenders, adversely affect the Multicurrency Revolving  Tranche Loan Lenders or the Multicurrency Revolving Tranche Loans as a Class in a  manner that is materially disproportionate to the effect of such amendment, waiver or  consent on the USD Revolving Tranche Loan Lenders or the USD Revolving Tranche  Loans;   (h) no amendment, waiver or consent shall, unless in writing and  signed by Required USD Lenders, affect the USD Revolving Tranche Loan Lenders or  the USD Revolving Tranche Loans as a Class in a manner that is materially  disproportionate to the effect of such amendment, waiver or consent on the Multicurrency  Revolving Tranche Loan Lenders or the Multicurrency Revolving Tranche Loans;   (i) other than in connection with any debtor-in-possession financing  under the Bankruptcy Code, subordinate, or have the effect of subordinating, the  Obligations hereunder to any other Indebtedness or other obligation without the written  consent of each Lender directly and adversely affected thereby; and  (j) no amendment, waiver or consent shall, unless in writing and  signed by each Lender directly and adversely affected thereby, modify Section 2.9(a) or  change the definition of “Pro Rata Share”.   9.2. Notices, Etc.  (a) All notices and other communications provided for under any Loan  Document ("Communications") shall be in writing (including telecopy communication)  and mailed, telecopied or delivered,  (i) if to AGCO or any other Loan Party, to AGCO (or if to any  other Loan Party, c/o AGCO) at 4205 River Green Parkway, Duluth, Georgia 30096- 2568, Attention:  General Counsel, Facsimile No. (770) 813-6158, with a copy to the  Chief Financial Officer at the same address and telecopier number;  (ii) if to any Lender, at its address for notices set forth in its  Administrative Questionnaire;  (iii) if to Administrative Agent in connection with any Notice of  Borrowing, interest election request, or any payment or prepayment of the Obligations, or  if to the Swing Line Bank, to it at c/o Rabo Support Services, Inc., 245 Park Avenue,  New York, New York 10167, Attention: Sui Price (Telephone: (212) 574-7331; Telecopy  No.: (201) 499-5328); (Email: sui.price@rabobank.com with a copy to  fm.am.SyndicatedLoans@rabobank.com);  





 






107  \\4157-1107-4114  v16  (iv) if to Rabobank as an Issuing Bank, to it at c/o Rabo  Support Services, Inc., 245 Park Avenue, New York, New York 10167, Attention of  Letter of Credit Department (Telecopy No.: (914) 304-9329; Telephone No.: (212) 574- 7315; Sandra Rodriguez, Email: Sandra.L.Rodriguez@rabobank.com; with a copy to  RaboNYSBLC@rabobank.com);  (v) if to Administrative Agent in connection with any other  matter (including Notices of Incremental Facility), to it at 245 Park Avenue, New York,  New York 10167, Attention: Loan Syndications (Telecopy No.: (212) 808-2578;  Telephone No.: (212) 808-6808; Email: syndications.ny@rabobank.com); and  (vi) if to the Swing Line Bank or any Issuing Bank other than  Rabobank, at such address for notices as it may designate to the Administrative Agent  from time to time.   Notices sent by hand or overnight courier service, or mailed by certified or registered  mail, shall be deemed to have been given when received; notices sent by telecopier shall  be deemed to have been given when sent (except that, if not given during normal business  hours for the recipient, shall be deemed to have been given at the opening of business on  the next Business Day for the recipient).  Notices delivered through electronic  communications to the extent provided in paragraph (b) below, shall be effective as  provided in such paragraph (b).  (b) Electronic Communications.  Communications to the Lenders  under the Loan Documents may be delivered or furnished by electronic communications  pursuant to procedures approved by Administrative Agent.  Administrative Agent,  AGCO or any other Borrower may, in its discretion, agree to accept Communications to  it under the Loan Documents by electronic communications pursuant to procedures  approved by it; provided that approval of such procedures may be limited to particular  Communications.  Unless Administrative Agent otherwise prescribes, (i)  Communications sent to an e-mail address shall be deemed received upon the sender's  receipt of an acknowledgment from the intended recipient (such as by the "return receipt  requested" function, as available, return e-mail or other written acknowledgment),  provided that if such Communication is not sent during the normal business hours of the  recipient, such Communication shall be deemed to have been sent at the opening of  business on the next Business Day for the recipient, and (ii) Communications posted on  an internet or intranet website shall be deemed received upon the deemed receipt by the  intended recipient at its e-mail address as described in the foregoing clause (i) of  notification that such Communication is available and identifying the website address  thereof.  (c) Change of Address for Notices.  Any party hereto may change its  address or telecopy number for Communications under the Loan Documents by notice to  the other parties hereto (or, in the case of any such change by a Lender or an Issuing  Bank, by notice to AGCO and Administrative Agent).  All Communications given to any  party hereto in accordance with the provisions of this Agreement shall be deemed to have  been given on the date of receipt.    





 






108  \\4157-1107-4114  v16  (d) Electronic Transmission System.  The Borrowers and the Lenders  agree that Administrative Agent may make the Communications available to the Lenders  and Borrowers by posting the Communications on Intralinks, Inc., SyndTrak or a  substantially similar electronic transmission system or digital workspace provider (the  "Platform").  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE".   THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE  ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE  ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR  ERRORS OR OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY OF  ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY  WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM  FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT  PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE  PLATFORM.  IN NO EVENT SHALL ADMINISTRATIVE AGENT OR ANY OF ITS  AFFILIATES OR ANY OF THEIR INDEMNIFIED PARTIES (COLLECTIVELY,  THE "AGENT PARTIES") HAVE ANY LIABILITY TO ANY BORROWER, ANY  LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND  INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR  CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,  CONTRACT OR OTHERWISE) ARISING OUT OF ANY BORROWER'S OR  ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS  THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY  AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A  COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH  AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;  PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY  HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING  BANK OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL,  CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR  ACTUAL DAMAGES).  (e) Communications through the Platform.  Each Lender agrees that  notice to it (as provided in the next sentence) specifying that the Communications have  been posted to the Platform shall constitute effective delivery of the Communications to  such Lender for purposes hereof.  Each Lender agrees (i) to provide to Administrative  Agent in writing (including by electronic communication), promptly after the date of this  Agreement, an e-mail address to which the foregoing notice may be sent by electronic  transmission and (ii) that the foregoing notice may be sent to such e-mail address.  (f) Reliance on Notices.  Administrative Agent, the Issuing Banks and  the Lenders shall be entitled to rely and act upon any notices (including telephonic  notices of a Borrowing) purportedly given by or on behalf of any Borrower even if (i)  such notices were not made in a manner specified herein, were incomplete or were not  preceded or followed by any other form of notice specified herein, or (ii) the terms  thereof, as reasonably understood by the recipient, varied from any confirmation thereof.   The Borrowers shall indemnify Administrative Agent, each Issuing Bank, each Lender  





 






109  \\4157-1107-4114  v16  and the Indemnified Parties of each of them from all losses, costs, expenses and liabilities  resulting from the reliance by such Person on each notice purportedly given by or on  behalf of Borrower.  All telephonic notices to and other telephonic communications with  Administrative Agent may be recorded by Administrative Agent, and each of the parties  hereto hereby consents to such recording.  9.3. No Waiver.  No failure on the part of any Lender or the Administrative  Agent to exercise, and no delay in exercising, any right hereunder or under any Loan  Document shall operate as a waiver thereof; nor shall any single or partial exercise of any  such right preclude any other or further exercise thereof or the exercise of any other right.   The remedies herein provided are cumulative and not exclusive of any remedies provided  by law.  9.4. Costs and Expenses.  (a) AGCO agrees to pay on demand all costs and expenses of the  Administrative Agent in connection with the preparation, execution, delivery,  administration, modification and amendment of the Loan Documents at any time  (including without limitation (i) all reasonable due diligence, syndication, transportation,  computer, duplication, Platform, appraisal, audit, insurance and consultant out-of-pocket  fees and expenses and (ii) the reasonable fees and expenses of counsel (including without  limitation New York, local and foreign counsel) for the Administrative Agent with  respect thereto, with respect to advising the Administrative Agent as to its respective  rights and responsibilities, or the protection or preservation of rights or interests, under  the Loan Documents, with respect to negotiations with any Loan Party or with other  creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any  events or circumstances that may give rise to a Default and with respect to presenting  claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other  similar proceeding involving creditors' rights generally and any proceeding ancillary  thereto).  (b) Following the occurrence of an Event of Default and during the  continuation thereof, AGCO further agrees to pay on demand all costs and expenses of  the Administrative Agent, each Issuing Bank and each Lender in connection with the  enforcement of the Loan Documents against any Loan Party, whether in any action, suit  or litigation, any workout, bankruptcy, insolvency or other similar proceeding affecting  creditors' rights generally or otherwise (including without limitation the reasonable fees  and expenses of counsel for the Administrative Agent and each Lender with respect  thereto), and each Borrowing Subsidiary severally agrees to pay on demand all such costs  and expenses in respect of any such enforcement relating to itself.  (c) AGCO agrees to indemnify and hold harmless the Administrative  Agent, each Issuing Bank and each Lender and each of their Affiliates and their officers,  directors, trustees, employees, agents and advisors (each, an "Indemnified Party") from  and against any and all claims, damages, losses, liabilities and expenses (including  without limitation reasonable fees and expenses of counsel) that may be incurred by or  asserted or awarded against any Indemnified Party, in each case arising out of or in  





 






110  \\4157-1107-4114  v16  connection with or by reason of, or in connection with the preparation for a defense of,  any investigation, litigation or proceeding arising out of, related to or in connection with:  (i) any acquisition or proposed acquisition;  (ii) the actual or alleged presence of Hazardous Materials on  any property of any Loan Party or any of its Subsidiaries or any Environmental Action  relating in any way to any Loan Party or any of its Subsidiaries; or  (iii) any financing hereunder;  in each case whether or not such investigation, litigation or proceeding is  brought by any Loan Party, its directors, shareholders or creditors or an Indemnified  Party or any Indemnified Party is otherwise a party thereto and whether or not the  transactions contemplated hereby are consummated, except to the extent such claim,  damage, loss, liability or expense is found in a final, non-appealable judgment by a court  of competent jurisdiction to have resulted from such Indemnified Party's gross negligence  or willful misconduct.  The Borrowers agree not to assert any claim against the  Administrative Agent, any Issuing Bank, any Lender, any of their Affiliates, or any of  their respective Related Parties, on any theory of liability, for special, indirect,  consequential or punitive damages arising out of or otherwise relating to any of the  transactions contemplated herein or in any other Loan Document or the actual or  proposed use of the proceeds of the Loans.  The agreements and obligations of AGCO  contained in this Section 9.4(c) shall survive the payment in full of the Obligations and  termination of this Agreement.  (d) If any Loan Party fails to pay when due any costs, expenses or  other amounts payable by it under any Loan Document, including without limitation fees  and expenses of counsel and indemnities, such amount may be paid on behalf of such  Loan Party by the Administrative Agent or any Lender, in its sole discretion.  9.5. Right of Set-off.  Upon (a) the occurrence and during the continuance of  any Event of Default and (b) the making of the request or the granting of the consent  specified by Section 7.2 to authorize the Administrative Agent to declare the Loans, all  interest thereon and all other amounts payable under this Agreement and the other Loan  Documents due and payable pursuant to the provisions of Section 7.2, each Lender and  each of its Affiliates is hereby authorized at any time and from time to time, to the fullest  extent permitted by law and subject to Section 2.9, to offset and otherwise apply any and  all deposits (general or special, time or demand, provisional or final) at any time held and  other indebtedness at any time owing by such Lender or such Affiliate to or for the credit  or the account of a Borrower against any and all of the Obligations of such Borrower now  or hereafter existing under this Agreement, irrespective of whether such Lender shall  have made any demand under this Agreement and although such obligations may be  unmatured.  Each Lender agrees promptly to notify such Borrower after any such set-off  and application; provided that the failure to give such notice shall not affect the validity  of such set-off and application.  The rights of each Lender and its Affiliates under this  Section are in addition to other rights and remedies (including without limitation other  





 






111  \\4157-1107-4114  v16  rights of set-off) that such Lender and its Affiliates may have; provided that in the event  that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set  off shall be paid over immediately to the Administrative Agent for further application in  accordance with the provisions of Section 2.11 and, pending such payment, shall be  segregated by such Defaulting Lender from its other funds and deemed held in trust for  the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the  Defaulting Lender shall provide promptly to the Administrative Agent a statement  describing in reasonable detail the Obligations owing to such Defaulting Lender as to  which it exercised such right of setoff.  9.6. Assignments and Participations.  (a) The provisions of this Agreement shall be binding upon and inure  to the benefit of the parties hereto and their respective successors and assigns permitted  hereby, except that the Borrowers may not assign or otherwise transfer any of its rights or  obligations hereunder without the prior written consent of the Administrative Agent and  each Lender, and no Lender may assign or otherwise transfer any of its rights or  obligations hereunder except (i) to an assignee in accordance with the provisions of  paragraphs (a) through (g) and (j) of this Section, (ii) by way of participation in  accordance with the provisions of paragraphs (h) through (j) and (l) of this Section, or  (iii) by way of pledge or assignment of a security interest subject to the restrictions of  paragraph (k) of this Section (and any other attempted assignment or transfer by any  party hereto shall be null and void).  Nothing in this Agreement, expressed or implied,  shall be construed to confer upon any Person (other than the parties hereto, their  respective successors and assigns permitted hereby, Participants to the extent provided in  paragraphs (h) through (j) and (l) of this Section and, to the extent expressly  contemplated hereby, the Indemnified Parties of each of the Administrative Agent and  the Lenders) any legal or equitable right, remedy or claim under or by reason of this  Agreement.  (b) Each Lender and Issuing Bank may assign to one or more banks or  other entities all or a portion of its rights and obligations under this Agreement (including  without limitation all or a portion of its Commitments, and the Loans owing to it), and  each Issuing Bank may assign its Letter of Credit Commitment; provided that: (i) any such assignment by an Issuing Bank of its Letter of  Credit Commitment shall be of its entire Letter of Credit Commitment;  (ii) in the case of each such assignment of a Commitment  (except in the case of an assignment to a Person that, immediately prior to such  assignment, was a Lender or an assignment of all of a Lender's rights and obligations  under this Agreement), (A) the amount of the Commitment of the assigning Lender being  assigned pursuant to such assignment (determined as of the date of the Assignment and  Assumption with respect to such assignment) shall in no event be less than US$5,000,000  and shall be an integral multiple of US$500,000 in excess thereof, and (B) the assignor  shall simultaneously assign to the assignee a ratable share of (1) all participations in  Letters of Credit issued for the account of Borrowers or their Subsidiaries and then  





 






112  \\4157-1107-4114  v16  outstanding, and (2) all Letter of Credit Advances then owing to such Lender as a result  of draws on Letters of Credit issued for the account of Borrowers or their Subsidiaries;  (iii) such assignment shall be to an Eligible Assignee;   (iv) the proposed assignment (if other than an assignment by a  Lender to an Affiliate or Approved Fund of such Lender) shall be approved by (x) the  Administrative Agent, and (y) if no Default then exists, AGCO; the foregoing approvals  in each case not to be unreasonably withheld or delayed; provided that AGCO shall be  deemed to have consented to any such assignment unless it shall object thereto by written  notice to the Administrative Agent within five Business Days after having received notice  thereof; provided, further, that AGCO's consent shall not be required during the primary  syndication of the facilities hereunder; and  (v) the parties to each such assignment shall execute and  deliver to the Administrative Agent for its own account, for its acceptance and recording  in the Register, an Assignment and Assumption, together with a processing and  recordation fee of US$3,500, payable by the assignee to the Administrative Agent (with  only one such fee payable in connection with contemporaneous assignments pursuant to  the same Assignment and Assumption to or by two or more Approved Funds of a single  Lender), and the assignee, if it is not a Lender, shall deliver to the Administrative Agent  an Administrative Questionnaire.  (c) In connection with any assignment of rights and obligations of any  Defaulting Lender hereunder, no such assignment shall be effective unless and until, in  addition to the other conditions thereto set forth herein, the parties to the assignment shall  make such additional payments to the Administrative Agent in an aggregate amount  sufficient, upon distribution thereof as appropriate (which may be outright payment,  purchases by the assignee of participations or subparticipations, or other compensating  actions, including funding, with the consent of AGCO and the Administrative Agent, the  applicable Pro Rata Share of Loans previously requested but not funded by the  Defaulting Lender, to each of which the applicable assignee and assignor hereby  irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by  such Defaulting Lender to the Administrative Agent, each Issuing Bank, the Swing Line  Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire  (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters  of Credit and Swing Line Loans in accordance with its Pro Rata Share.  Notwithstanding  the foregoing, in the event that any assignment of rights and obligations of any  Defaulting Lender hereunder shall become effective under Applicable Law without  compliance with the provisions of this paragraph, then the assignee of such interest shall  be deemed to be a Defaulting Lender for all purposes of this Agreement until such  compliance occurs.  (d) Upon such execution, delivery, acceptance and recording, from  and after the effective date specified in such Assignment and Assumption:  





 






113  \\4157-1107-4114  v16  (i) the assignee thereunder shall be a party hereto and, to the  extent that rights and obligations hereunder or under any other Loan Document have been  assigned to it pursuant to such Assignment and Assumption, shall have the rights and  obligations of a Lender hereunder; and  (ii) the Lender assignor thereunder shall, to the extent that  rights and obligations hereunder have been assigned by it pursuant to such Assignment  and Assumption, relinquish its rights and be released from its obligations under this  Agreement and under each other Loan Document (and, in the case of an Assignment and  Assumption covering all or the remaining portion of an assigning Lender's rights and  obligations under this Agreement, such Lender shall cease to be a party hereto) but shall  continue to be entitled to the benefits of Sections 9.4 and 10.1 with respect to facts and  circumstances occurring prior to the effective date of such assignment; provided, that  except to the extent otherwise expressly agreed by the affected parties, no assignment by  a Defaulting Lender will constitute a waiver or release of any claim of any party  hereunder arising from that Lender's having been a Defaulting Lender.  (e) By executing and delivering an Assignment and Assumption, the  Lender assignor thereunder and the assignee thereunder confirm to and agree with each  other and the other parties hereto as follows:  (i) other than as provided in such Assignment and  Assumption, such assigning Lender makes no representation or warranty and assumes no  responsibility with respect to any statements, warranties or representations made in or in  connection with this Agreement or the execution, legality, validity, enforceability,  genuineness, sufficiency or value of this Agreement or any other instrument or document  furnished pursuant hereto;  (ii) such assigning Lender makes no representation or warranty  and assumes no responsibility with respect to the financial condition of any Borrower or  the performance or observance by any Borrower of any of its obligations under this  Agreement or any other instrument or document furnished pursuant hereto;  (iii) such assignee confirms that it has received a copy of this  Agreement, together with copies of the financial statements referred to in Section 3.1 and  such other documents and information as it has deemed appropriate to make its own  credit analysis and decision to enter into such Assignment and Assumption;  (iv) such assignee will, independently and without reliance  upon the Administrative Agent, such assigning Lender or any other Lender and based on  such documents and information as it shall deem appropriate at the time, continue to  make its own credit decisions in taking or not taking action under this Agreement;  (v) such assignee confirms that it is an Eligible Assignee or an  Affiliate of the assignor;  (vi) such assignee appoints and authorizes the Administrative  Agent to take such action as agent on its behalf and to exercise such powers and  





 






114  \\4157-1107-4114  v16  discretion under this Agreement as are delegated to the Administrative Agent by the  terms hereof, together with such powers and discretion as are reasonably incidental  thereto;   (vii) such assignee agrees that it will perform in accordance with  their terms all of the obligations that by the terms of this Agreement are required to be  performed by it as a Lender; and  (viii) that the benefit of the security interests and guarantees  attached to the rights being assigned shall be transferred to the benefit of the assignee  upon the completion of such assignment.  (f) The Administrative Agent shall maintain at its address referred to  in Section 9.2 a copy of each Assignment and Assumption delivered to and accepted by it  and a register for the recordation of the names and addresses of the Issuing Banks and the  Lenders and their respective Commitments, the Letter of Credit Commitments of each  Issuing Bank, and the principal amount of the Loans owing under each Class of Loans to  each Lender from time to time (the "Register").  The entries in the Register shall be  conclusive and binding for all purposes, absent manifest error, and the Borrowers, the  Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose  name is recorded in the Register as a Lender hereunder for all purposes of this  Agreement.  The Register shall be available for inspection by any Borrower, Issuing  Bank or Lender at any reasonable time and from time to time upon reasonable prior  notice.  (g) Upon its receipt of an Assignment and Assumption executed by an  assigning Lender and an assignee, the Administrative Agent shall, if such Assignment  and Assumption has been completed and is in substantially the form of Exhibit A hereto:  (i) record the information contained therein in the Register;  and  (ii) give prompt notice thereof to the Borrowers.  (h) Each Lender may sell participations (without any notice to, or  consent of, the Administrative Agent or any Borrower) in or to all or a portion of its  rights and obligations under this Agreement (including without limitation all or a portion  of its Commitments and the Loans owing to it) to a financial institution (a "Participant");  provided that;  (i) such Lender's obligations under this Agreement (including  without limitation its Commitments) shall remain unchanged;  (ii) such Lender shall remain solely responsible to the other  parties hereto for the performance of such obligations;  





 






115  \\4157-1107-4114  v16  (iii) the Borrowers, the Administrative Agent and the other  Lenders shall continue to deal solely and directly with such Lender in connection with  such Lender's rights and obligations under this Agreement.  For the avoidance of doubt, each Lender shall be responsible for the indemnity under  Section 8.6 with respect to any payments made by such Lender to its Participant(s).  (i) Any agreement or instrument pursuant to which a Lender sells  such a participation shall provide that such Lender shall retain the sole right to enforce  this Agreement and to approve any amendment, modification or waiver of any provision  of this Agreement; provided that such agreement or instrument may provide that such  Lender will not, without the consent of the Participant, agree to any amendment,  modification or waiver requiring unanimous consent of the Lenders affected thereby that  affects such Participant.  The Borrower agrees that each Participant shall be entitled to  the benefits of Sections 10.1, 10.2 and 10.4 (subject to the requirements and limitations  therein, including the requirements under Section 10.4 (it being understood that the  documentation required under Section 10.4 shall be delivered to the participating  Lender)) to the same extent as if it were a Lender and had acquired its interest by  assignment pursuant to paragraph (b) of this Section; provided that such Participant (A)  agrees to be subject to the provisions of Section 10.5 as if it were an assignee under  paragraphs (a) through (c) of this Section; and (B) shall not be entitled to receive any  greater payment under Sections 10.1 and 10.4, with respect to any participation, than its  participating Lender would have been entitled to receive had the participation not  occurred.  Each Lender that sells a participation agrees, at the Borrower's request and  expense, to use reasonable efforts to cooperate with the Borrower to effectuate the  provisions of Section 10.5 with respect to any Participant.  To the extent permitted by  law, each Participant also shall be entitled to the benefits of Section 9.5 as though it were  a Lender; provided that such Participant agrees to be subject to Section 2.9 as though it  were a Lender.  Each Lender that sells a participation shall, acting solely for this purpose  as an agent of the Borrower, maintain a register on which it enters the name and address  of each Participant and the principal amounts (and stated interest) of each Participant's  interest in the Loans or other obligations under the Loan Documents (the "Participant  Register"); provided that no Lender shall have any obligation to disclose all or any  portion of the Participant Register (including the identity of any Participant or any  information relating to a Participant's interest in any commitments, loans, letters of credit  or its other obligations under any Loan Document) to any Person except to the extent that  such disclosure is necessary to establish that such commitment, loan, letter of credit or  other obligation is in registered form under Section 5f.103-1(c) of the United States  Treasury Regulations.  The entries in the Participant Register shall be conclusive absent  manifest error, and such Lender shall treat each Person whose name is recorded in the  Participant Register as the owner of such participation for all purposes of this Agreement  notwithstanding any notice to the contrary.  For the avoidance of doubt, the  Administrative Agent (in its capacity as Administrative Agent) shall have no  responsibility for maintaining a Participant Register.  (j) Any Lender may, in connection with any assignment or  participation or proposed assignment or participation pursuant to this Section 9.6,  





 






116  \\4157-1107-4114  v16  disclose to the assignee or Participant or proposed assignee or Participant, any public  information relating to any Borrower furnished to such Lender by or on behalf of such  Borrower and any information conspicuously labeled by a Borrower as being confidential  at the time such information is furnished to such Lender if such assignee or Participant or  proposed assignee or Participant has agreed to keep such information confidential.  (k) Notwithstanding any other provision set forth in this Agreement,  any Lender may at any time create a security interest in all or any portion of its rights  under this Agreement (including without limitation the Loans owing to it) in favor of any  Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the  Federal Reserve System and any Lender that is a fund may pledge all or any portion of its  rights under this Agreement (including without limitation the Loans owing to it) to its  trustee in support of its obligations to its trustee.  (l) Notwithstanding anything in this Section 9.6 to the contrary, any  Farm Credit Bank that (i) has purchased a participation or sub-participation in the  minimum amount of $4,500,000 on or after the Agreement Date, (ii) is, by written notice  to AGCO and the Administrative Agent ("Voting Participant Notification"), designated  by the selling Lender as being entitled to be accorded the rights of a voting participant  hereunder, and (iii) receives the prior written consent of the Administrative Agent, in its  sole discretion, to become a Voting Participant (any Farm Credit Bank so designated and  consented to being called a "Voting Participant"), shall be entitled to vote for so long as  such Farm Credit Bank owns such participation and notwithstanding any subparticipation  by such Farm Credit Bank (and the voting rights of the selling Lender shall be  correspondingly reduced), on a dollar for dollar basis, as if such participant or  subparticipant were a Lender, on any matter requiring or allowing a Lender to provide or  withhold its consent, or to otherwise vote on any proposed action.  To be effective, each  Voting Participant Notification shall, with respect to any Voting Participant, (x) state the  full name, as well as all contact information required of an assignee in any Assignment  and Assumption and (y) state the dollar amount of the participation purchased in each  Class of Loans.  The selling Lender and the Voting Participant shall notify the  Administrative Agent and AGCO within 3 Business Days' of any termination of, or  reduction or increase in the amount of, such participation.  AGCO and the Administrative  Agent shall be entitled to conclusively rely on information contained in notices delivered  pursuant to this paragraph.  The voting rights hereunder are solely for the benefit of the  Voting Participant and shall not inure to any assignee or participant of the Voting  Participant.  Notwithstanding the foregoing, each Farm Credit Bank designated as a  Voting Participant in Schedule 9.6 hereto shall be a Voting Participant without delivery  of a Voting Participant Notification (and the voting rights of the selling Lender identified  on such Schedule shall be correspondingly reduced, respectively) and without the prior  written consent of the Administrative Agent, in each case in connection with their  respective participation interests set forth on such Schedule as of the Agreement Date.  9.7. Marshalling; Payments Set Aside.  Neither the Administrative Agent, any  Lender nor any Issuing Bank shall be under any obligation to marshal any assets in favor  of the Borrowers or any other party or against or in payment of any or all of the  Obligations.  To the extent that a Borrower makes a payment or payments to the  





 






117  \\4157-1107-4114  v16  Administrative Agent, the Lenders or the Issuing Banks or any of such Persons exercise  their rights of setoff, and such payment or payments or the proceeds of such enforcement  or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or  preferential, set aside or required to be repaid to a trustee, receiver or any other party,  then to the extent of such recovery, the obligation or part thereof originally intended to be  satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full  force and effect as if such payment had not been made or such enforcement or setoff had  not occurred.  9.8. Patriot Act.  Each Lender hereby notifies each Borrower that pursuant to  the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law  October 26, 2001)), it is required to obtain, verify and record information that identifies  each Borrower and the other Loan Parties, which information includes the name and  address of each Borrower and the other Loan Parties and other information that will allow  such Lender to identify each Borrower and the other Loan Parties in accordance with the  USA Patriot Act. Each Borrower hereby agrees to provide, and cause each other Loan  Party to provide, such information promptly upon the request of Administrative Agent or  any Lender.  ARTICLE 10  INCREASED COSTS, TAXES, ETC.  10.1. Increased Costs, Alternate Rate of Interest, Illegality, Benchmark  Replacement Setting.  (a) Increased Costs.  If any Change in Law shall:  (i) impose, modify or deem applicable any reserve, special  deposit, compulsory loan, insurance charge or similar requirement against assets of,  deposits with or for the account of, or credit extended or participated in by, any Lender  (except any reserve requirement reflected in the applicable Non-Base Rate Benchmark)  or any Issuing Bank;   (ii) subject any Recipient to any tax of any kind (other than  Indemnified Taxes and Excluded Taxes) on its Loans, loan principal, Letter of Credit,  Commitments, or other obligations, or its deposits, reserves, other liabilities or capital  attributable thereto; or  (iii) impose on any Lender or any Issuing Bank or the London  interbank market any other condition, cost or expense (other than taxes) affecting this  Agreement or Loans made by such Lender or any Letter of Credit or participation therein;    and the result of any of the foregoing shall be to increase the cost to such Lender or other  Recipient of making, converting to, continuing or maintaining any Non-Base Rate Loans  or of maintaining its obligation to make any such Loan, or participating in, issuing or  maintaining any Letter of Credit (or of maintaining its obligation to participate in or to  issue any Letter of Credit), in any case to or for the account of any Borrower, or to reduce  the amount of any sum received or receivable by such Lender or other Recipient  





 






118  \\4157-1107-4114  v16  hereunder (whether of principal, interest or any other amount), then, upon request of such  Lender or other Recipient, such Borrower will pay to the Administrative Agent for the  account of such Lender or other Recipient, as the case may be, such additional amount or  amounts as will compensate such Lender or other Recipient, as the case may be, for such  additional costs incurred or reduction suffered.  (b) Capital Requirements.  If any Lender or Issuing Bank determines  that any Change in Law affecting such Lender or Issuing Bank or any lending office of  such Lender or such Lender's or Issuing Bank's holding company, if any, regarding  capital or liquidity requirements, has or would have the effect of reducing the rate of  return on such Lender's or Issuing Bank's capital or on the capital of such Lender's or  Issuing Bank's holding company, if any, as a consequence of this Agreement, the  Commitments of such Lender or the Loans made by, or participations in Letters of Credit  or Swing Line Loans held by, such Lender, or the Letters of Credit issued by any Issuing  Bank, in any case to or for the account of any Borrower, to a level below that which such  Lender or Issuing Bank or such Lender's or Issuing Bank's holding company could have  achieved but for such Change in Law (taking into consideration such Lender's or Issuing  Bank's policies and the policies of such Lender's or Issuing Bank's holding company with  respect to capital adequacy), then from time to time such Borrower will pay to the  Administrative Agent for the account of such Lender or Issuing Bank, as the case may be,  such additional amount or amounts as will compensate such Lender or Issuing Bank or  such Lender's or Issuing Bank's holding company for any such reduction suffered.  (c) Certificate for Reimbursement.  A certificate of a Lender or  Issuing Bank setting forth the amount of additional interest or the amounts necessary to  compensate such Lender or Issuing Bank or its holding company, as the case may be, as  specified in paragraph (a) or (b) of this Section and delivered to AGCO, shall be  conclusive absent manifest error.  The Borrowers shall pay the Administrative Agent for  the account of such Lender or Issuing Bank, as the case may be, the amount shown as due  on any such certificate within 10 days after receipt of AGCO thereof.  (d) Delay in Requests.  Failure or delay on the part of any Lender or  Issuing Bank to demand compensation pursuant to this Section shall not constitute a  waiver of such Lender's or Issuing Bank's right to demand such compensation; provided  that no Borrower shall be required to compensate a Lender or Issuing Bank pursuant to  paragraph (a) or (b) of this Section for any increased costs incurred or reductions suffered  more than 180 days prior to the date that such Lender or Issuing Bank, as the case may  be, notifies such Borrower of the Change in Law giving rise to such increased costs or  reductions, and of such Lender's or Issuing Bank's intention to claim compensation  therefor (except that, if the Change in Law giving rise to such increased costs or  reductions is retroactive, then the 180-day period referred to above shall be extended to  include the period of retroactive effect thereof).  (e) Inability to Determine Rate.  Subject to Section 10.1(h), if:  (i) Administrative Agent determines (which determination  shall be conclusive and binding on Borrowers) that the applicable Non- 





 






119  \\4157-1107-4114  v16  Base Rate Benchmark cannot be determined pursuant to the definition  thereof on or prior to the first day of any Interest Period other than as a  result of a Benchmark Transition Event, or, adequate and reasonable  means do not exist for determining the Non-Base Rate Benchmark prior to  the first day of any Interest Period, or  (ii) the Required Lenders determine that for any reason in  connection with any request for a Non-Base Rate Loan or a conversion  thereto or a continuation thereof that the applicable Non-Base Rate  Benchmark for any requested Interest Period with respect to a proposed  Non-Base Rate Loan does not adequately and fairly reflect the cost to such  Lenders of funding such Loan, and the Required Lenders have provided  notice of such determination to Administrative Agent, then, Administrative Agent will as promptly as practicable so a Borrower and each  Lender.  Upon notice thereof by Administrative Agent to a Borrower, (i) any obligation  of the Lenders to make Non-Base Rate Loans, and any right of the Borrowers to continue  Non-Base Rate Loans or to convert Base Rate Loans to Non-Base Rate Loans, shall be  suspended (to the extent of the affected Non-Base Rate Loans or the affected Interest  Periods) and (ii) if the circumstances giving rise to such notice affect the calculation of  Base Rate, the Administrative Agent shall during the period of such suspension compute  Base Rate without reference to clause (c) of the definition of "Base Rate", in each case,  until the Administrative Agent revokes such notice.  Upon receipt of such notice, (i) the  Borrowers may revoke any pending request for a borrowing of, conversion to or  continuation of Non-Base Rate Loans (to the extent of the affected Non-Base Rate Loans  or the affected Interest Periods) or, failing that, the Borrowers will be deemed to have  converted any such request into a request for a Borrowing of or conversion to Base Rate  Loans in the amount specified therein and (ii) any outstanding affected Non-Base Rate  Loans will be deemed to have been converted into Base Rate Loans at the end of the  applicable Interest Period.  Upon any such conversion, the Borrowers shall also pay  accrued interest on the amount so converted and any additional amounts required  pursuant to Section 10.2.  (f) Illegality.  If any Lender determines that any applicable law has  made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for  any Lender or its applicable lending office to make, maintain, or fund Loans whose  interest is determined by reference to any Non-Base Rate Benchmark or otherwise to  determine or charge interest rates based upon Term SOFR, the Term SOFR Reference  Rate, SOFR, or any Non-Base Rate Benchmark, then, upon notice thereof by such Lender  to Borrowers (through Administrative Agent), (i) any obligation of such Lender to make  or continue Non-Base Rate Loans or to convert Base Rate Loans to Non-Base Rate Loans  shall be suspended, (ii) if an Offshore Currency is the affected currency, the affected  Borrower shall, on the earlier of the last day of the then existing Interest Period and such  date as may be required by law, prepay in full all Revolving Loans in the affected  currency (provided, that if the affected Borrower shall fail to prepay such Offshore  Currency Loans in the affected currency as required under this clause (ii), on and after the  date such prepayment is due, the interest for the Offshore Currency Loans in the affected  





 






120  \\4157-1107-4114  v16  currency shall be calculated, including for purposes of any interest required under  Section 2.5(c), based on the Base Rate), and (iii) the interest rate on which Base Rate  Loans of such Lender shall, if necessary to avoid such illegality, be determined by  Administrative Agent without reference to clause (c) of the definition of "Base Rate", in  each case until such Lender notifies Administrative Agent and a Borrower that the  circumstances giving rise to such determination no longer exist.  Upon receipt of such  notice, (x) if such notice is with respect to SOFR Loans, Borrowers shall, upon demand  from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert  all SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate  Loans of such Lender shall, if necessary to avoid such illegality, be determined by  Administrative Agent without reference to clause (c) of the definition of "Base Rate") on  the last day of the Interest Period therefor if such Lender may lawfully continue to  maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully  continue to maintain such SOFR Loans and (y) Administrative Agent shall during the  period of such suspension compute the Base Rate applicable to such Lender without  reference to Term SOFR component thereof until Administrative Agent is advised in  writing by such Lender that it is no longer illegal for such Lender to determine or charge  interest rates based upon Term SOFR or the Term SOFR Reference Rate.  Upon any such  prepayment or conversion, Borrowers shall also pay accrued interest on the amount so  converted and pay any additional amounts required pursuant to Section 10.2.  (g) Event of Default.  Notwithstanding any contrary provision hereof,  if a Default has occurred and is continuing and Administrative Agent, at the request of  the Required Lenders, so notifies a Borrower, then, so long as a Default is continuing,   (i) no outstanding Borrowing may be converted to or  continued as a Borrowing based on the Non-Base Rate Benchmark;    (ii) if an Offshore Currency is the affected currency, the  Borrowers will, on the last day of the then-existing Interest Period therefor, prepay each  Non-Base Rate Loan in the affected currency (provided, that if the affected Borrower  shall fail to prepay such Non-Base Rate Loans in the affected currency as required under  this clause (ii), on and after the date such prepayment is due, the interest for the Non- Base Rate Loans in the affected currency shall be calculated, including for purposes of  any interest required under Section 2.5(c), based on the Base Rate); and  (iii) each Non-Base Rate Loan will automatically be converted  to a Borrowing at the Base Rate at the end of the Interest Period therefor.  (h) Effect of Benchmark Transition Event.    (i) SOFR Benchmark Conforming Changes.  In connection  with the use, administration of, or conventions associated with Term  SOFR or any other Non-Base Rate Benchmark, the Administrative Agent  will have the right to make Conforming Changes from time to time and,  notwithstanding anything to the contrary herein or in any other Loan  Document, any amendments implementing such Conforming Changes will  





 






121  \\4157-1107-4114  v16  become effective without any further action or consent of any other party  to this Agreement or any other Loan Document.  The Administrative  Agent will reasonably promptly notify the Borrowers and the Lenders of  the effectiveness of any such Conforming Changes.   (ii) Disclaimer Language.  Administrative Agent does not  warrant or accept any responsibility for, and shall not have any liability  with respect to, the continuation of, administration of, submission of,  calculation of, or any other matter related to "SOFR", "Term SOFR",  "Term SOFR Reference Rate", "Non-Base Rate Benchmark", any  component definition thereof or rates referenced in the definition thereof  or any alternative or successor rate thereto, or replacement rate thereof  (including, without limitation, (i) any then-current Benchmark or any  Benchmark Replacement, and (ii) any alternative, successor or  replacement rate implemented pursuant to Section 10.1(h), including upon  the occurrence of a Benchmark Transition Event, including without  limitation, (A) whether the composition or characteristics of any such  alternative, successor or replacement reference rate (including any  Benchmark Replacement) will be similar to, or produce the same value or  economic equivalence of, or have the same volume or liquidity as the  existing Benchmark or any subsequent Benchmark Replacement prior to  its discontinuance or unavailability (including the Term SOFR Reference  Rate or any other Benchmark), and (B) the impact or effect of such  alternative, successor or replacement reference rate or Conforming  Changes on any other financial products or agreements in effect or offered  by or to any Loan Party or Lender or any of their respective Affiliates).   Administrative Agent may select information sources or services in its  reasonable discretion to ascertain any Benchmark, in each case pursuant to  the terms of this Agreement, and shall have no liability to Borrowers, any  Lender or any other person or entity for damages of any kind, including  direct or indirect, special, punitive, incidental or consequential damages,  costs, losses or expenses (whether in tort, contract or otherwise and  whether at law or in equity), for any error or calculation of any such rate  (or component thereof) provided by any such information source or  service.  Administrative Agent and its affiliates or other related entities  may engage in transactions that affect the calculation of any Benchmark,  any alternative, successor or replacement rate (including any Benchmark  Replacement) and/or any relevant adjustments thereto, in each case, in a  manner adverse to Borrowers.  (iii) Benchmark Replacement Setting.   A. Notwithstanding anything to the contrary herein or  in any other Loan Document, upon the occurrence of a Benchmark  Transition Event, the Administrative Agent and the Borrowers may  amend this Agreement to replace the then-current Benchmark with  a Benchmark Replacement.  Any such amendment with respect to  





 






122  \\4157-1107-4114  v16  a Benchmark Transition Event will become effective at 5:00 p.m.  (New York City time) on the fifth (5th) Business Day after the  Administrative Agent has posted such proposed amendment to all  affected Lenders and the Borrowers so long as the Administrative  Agent has not received, by such time, written notice of objection to  such amendment from Lenders comprising the Required Lenders.   No replacement of a Benchmark with a Benchmark Replacement  pursuant to this Section 10.1(h)(iii) will occur prior to the  applicable Benchmark Transition Start Date.    B. In connection with the use, administration, adoption  or implementation of a Benchmark Replacement, the  Administrative Agent will have the right to make Conforming  Changes from time to time and, notwithstanding anything to the  contrary herein or in any other Loan Document, any amendments  implementing such Conforming Changes will become effective  without any further action or consent of any other party to this  Agreement or any other Loan Document.  C. The Administrative Agent will promptly notify the  Borrowers and the Lenders of (i) the implementation of any  Benchmark Replacement and (ii) the effectiveness of any  Conforming Changes in connection with the use, administration,  adoption or implementation of a Benchmark Replacement.  The  Administrative Agent will promptly notify the Borrowers of the  removal or reinstatement of any tenor of a Benchmark pursuant to  Section 10.1(h)(iii)(E).  Any determination, decision or election  that may be made by the Administrative Agent or, if applicable,  any Lender (or group of Lenders) pursuant to this Section 10.1(h),  including any determination with respect to a tenor, rate or  adjustment or of the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from  taking any action or any selection, will be conclusive and binding  absent manifest error and may be made in its or their sole  discretion and without consent from any other party to this  Agreement or any other Loan Document, except, in each case, as  expressly required pursuant to this Section 10.1(h).  D. Notwithstanding anything to the contrary herein or  in any other Loan Document, at any time (including in connection  with the implementation of a Benchmark Replacement), (i) if the  then-current Benchmark is a term rate (including the Term SOFR  Reference Rate) and either (A) any tenor for such Benchmark is  not displayed on a screen or other information service that  publishes such rate from time to time as selected by the  Administrative Agent in its reasonable discretion or (B) the  administrator of such Benchmark or the regulatory supervisor for  





 






123  \\4157-1107-4114  v16  the administrator of such Benchmark has provided a public  statement or publication of information announcing that any tenor  for such Benchmark is not or will not be representative or in  compliance with or aligned with the International Organization of  Securities Commissions (IOSCO) Principles for Financial  Benchmarks, then the Administrative Agent may modify the  definition of "Interest Period" (or any similar or analogous  definition) for any Benchmark settings at or after such time to  remove such unavailable, non-representative, non-compliant or  non-aligned tenor and (ii) if a tenor that was removed pursuant to  clause (i) above either (A) is subsequently displayed on a screen or  information service for a Benchmark (including a Benchmark  Replacement) or (B) is not, or is no longer, subject to an  announcement that it is not or will not be representative or in  compliance with or aligned with the International Organization of  Securities Commissions (IOSCO) Principles for Financial  Benchmarks for a Benchmark (including a Benchmark  Replacement), then the Administrative Agent may modify the  definition of "Interest Period" (or any similar or analogous  definition) for all Benchmark settings at or after such time to  reinstate such previously removed tenor.  E. Upon the Borrowers' receipt of notice of the  commencement of a Benchmark Unavailability Period, the  Borrowers may revoke any pending request for a Borrowing based  on a Non-Base Rate Benchmark of, conversion to or continuation  of Non-Base Rate Loans to be made, converted or continued  during any Benchmark Unavailability Period and, failing that, the  Borrowers will be deemed to have converted any such request into  a request for a Borrowing of or conversion to Base Rate Loans.   During a Benchmark Unavailability Period or at any time that a  tenor for the then-current Benchmark is not an Available Tenor,  the component of Base Rate based upon the then-current  Benchmark or such tenor for such Benchmark, as applicable, will  not be used in any determination of Base Rate.  "Benchmark Cessation Changes" means any Benchmark Transition Event or other  replacement of a Benchmark hereunder and all documents, instruments, and amendments  executed, delivered or otherwise implemented or effected (automatically or otherwise)  after the date hereof in accordance with or in furtherance of Section 10.1(h) (including  any Conforming Changes).   10.2. Breakage Costs.  In the event of (a) the payment of any principal of any  Non-Base Rate Loan other than on the last day of an Interest Period therefor (including as  a result of an Event of Default), (b) the conversion of any Non-Base Rate Loan other than  on the last day of an Interest Period therefor (including as a result of an Event of Default),  (c) the failure to borrow, convert, continue or prepay any Non-Base Rate Loan on the  





 






124  \\4157-1107-4114  v16  date specified in any notice delivered pursuant hereto (regardless of whether such notice  is permitted to be revocable hereunder and is revoked in accordance herewith), or (d) the  assignment of any Non-Base Rate Loan other than on the last day of an Interest Period  therefor as a result of a request by Borrowers pursuant to Section 10.5, then, in any such  event, Borrowers shall compensate each Lender for the loss, cost or expense attributable  to such event, but not for any loss of the Applicable Margin and any loss or expense  arising from the liquidation or reemployment of funds obtained by it to maintain such  Loan or from fees payable to terminate the deposits from which such funds were  obtained.   10.3. Judgment Currency.  (a) If, for the purposes of obtaining judgment in any court, it is  necessary to convert a sum due hereunder in any currency (the "Original Currency") into  another currency (the "Other Currency") the parties hereto agree, to the fullest extent that  they may effectively do so, that the rate of exchange used shall be that at which in  accordance with normal banking procedures the Administrative Agent could purchase the  Original Currency with the Other Currency at 11:00 a.m. (New York, New York time) on  the second Business Day preceding that on which final judgment is given.  (b) The obligation of a Borrower in respect of any sum due in the  Original Currency from it to any Lender or the Administrative Agent hereunder shall,  notwithstanding any judgment in any Other Currency, be discharged only to the extent  that on the Business Day following receipt by such Lender or the Administrative Agent  (as the case may be) of any sum adjudged to be so due in such Other Currency such  Lender or the Administrative Agent (as the case may be) may in accordance with normal  banking procedures purchase the Original Currency with such Other Currency; if the  amount of the Original Currency so purchased is less than the sum originally due to such  Lender or the Administrative Agent (as the case may be) in the Original Currency, such  Borrower agrees, as a separate obligation and notwithstanding any such judgment, to  indemnify such Lender or the Administrative Agent (as the case may be) against such  loss, and if the amount of the Original Currency so purchased exceeds the sum originally  due to any Lender or the Administrative Agent (as the case may be) in the Original  Currency, such Lender or the Administrative Agent (as the case may be) agrees to remit  to such Borrower such excess.  10.4. Taxes.  (a) Any and all payments by any Loan Party under any Loan  Document shall be made, in accordance with Section 2.9, free and clear of and without  deduction or withholding of any Taxes, except as required by Applicable Law.  If any  Applicable Law (as determined in the good faith discretion of an applicable Withholding  Agent) requires the deduction or withholding of any Tax from any such payment by a  Withholding Agent, then the applicable Withholding Agent shall be entitled to make such  deduction or withholding and shall timely pay the full amount deducted or withheld to the  relevant Governmental Authority in accordance with Applicable Law and, if such Tax is  an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased  





 






125  \\4157-1107-4114  v16  as necessary so that after such deduction or withholding has been made (including such  deductions and withholdings applicable to additional sums payable under this Section)  the applicable Recipient receives an amount equal to the sum it would have received had  no such deductions or withholdings been made.  (b) In addition, the Loan Parties shall pay to the relevant  Governmental Authority in accordance with Applicable Law, or at the option of the  Administrative Agent timely reimburse it for the payment of, Other Taxes.   (c) The Loan Parties shall indemnify each Recipient for the full  amount of any Indemnified Taxes and Other Taxes, and for the full amount of taxes  imposed by any jurisdiction on amounts payable under this Section, paid by or imposed  on such Lender or the Administrative Agent (as the case may be), including without  limitation any liability (including penalties, additions to tax, interest and expenses)  arising therefrom or with respect thereto, whether or not such Taxes were correctly or  legally imposed or asserted by the relevant Governmental Authority.  This  indemnification shall be made within thirty (30) days from the date such Recipient makes  written demand therefor, and delivers to AGCO a certificate describing in reasonable  detail the manner in which the indemnified amount was calculated; provided that a  Recipient shall not be required to describe in such certificate information that such  Recipient deems to be confidential or the disclosure of which is inconsistent with such  Lender's or the Administrative Agent's internal policies.  Any such calculation shall be  conclusive, absent manifest error.  Each Lender shall severally indemnify the  Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified  Taxes attributable to such Lender (but only to the extent that any Loan Party has not  already indemnified the Administrative Agent for such Indemnified Taxes and without  limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such  Lender's failure to comply with the provisions of Section 9.6(i) relating to the  maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such  Lender, in each case, that are payable or paid by the Administrative Agent in connection  with any Loan Document, and any reasonable expenses arising therefrom or with respect  thereto, whether or not such Taxes were correctly or legally imposed or asserted by the  relevant Governmental Authority.  A certificate as to the amount of such payment or  liability delivered to any Lender by the Administrative Agent shall be conclusive absent  manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and  apply any and all amounts at any time owing to such Lender under any Loan Document  or otherwise payable by the Administrative Agent to the Lender from any other source  against any amount due to the Administrative Agent under this paragraph (c).  (d) Within thirty (30) days after the date of any payment of Taxes, the  Borrowers shall furnish to the Administrative Agent at its address referred to in Section  9.2, the original receipt of payment thereof or a certified copy of such receipt.  In the case  of any payment hereunder by the Borrowers through an account or branch outside the  United States or on behalf of the Borrowers by a payor that is not a United States person,  if the Borrowers determine that no Taxes are payable in respect thereof, the Borrowers  shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such  address, an opinion of counsel reasonably satisfactory to the Administrative Agent stating  





 






126  \\4157-1107-4114  v16  that such payment is exempt from Taxes.  For purposes of this subsection (d) and  subsection (e), the terms "United States" and "United States person" shall have the  meanings specified in Section 7701 of the Internal Revenue Code.  (e) Each Lender organized under the laws of a jurisdiction outside the  United States, in each other case, shall, on or prior to the date of its execution and  delivery of this Agreement in the case of each initial Lender hereunder, and on the date of  the Assignment and Assumption pursuant to which it became a Lender in the case of each  other Lender, and from time to time thereafter if requested in writing by a Borrower or  the Administrative Agent (but only so long thereafter as such Lender remains lawfully  able to do so), provide the Administrative Agent and AGCO with (i) if such Lender  claims an exemption from withholding tax pursuant to its portfolio interest exception, (1)  a statement of the Lender that it is not (I) a "bank" as described in Section 881(c)(3)(A)  of the Internal Revenue Code, (II) a ten percent (10%) shareholder of any Borrower  (within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code), or (III) a  controlled foreign corporation related to any Borrower within the meaning of Section  881(c)(3)(C) of the Internal Revenue Code; and (2) a properly completed and executed  IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; (ii) if such Lender claims an  exemption from, or a reduction of, withholding tax under a United States tax treaty,  properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E, as  applicable; (iii) if such Lender claims that interest paid under this Agreement is exempt  from United States withholding tax because it is effectively connected with a United  States trade or business of such Lender, a properly completed and executed copy of IRS  Form W-8ECI; (iv) to the extent such Lender is not the beneficial owner, executed  originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W- 8BEN or IRS Form W-8BEN-E, as applicable, a and/or other certification documents  from each beneficial owner, as applicable; and (v) such other form or forms as may be  required under the Internal Revenue Code or other laws of the United States as a  condition to exemption from, or reduction of, United States withholding tax.  If the  appropriate forms provided by a Lender at the time such Lender first becomes a party to  this Agreement indicates an interest-withholding tax rate in excess of zero, withholding  tax at such rate shall be considered excluded from Taxes unless and until such Lender  provides the appropriate form certifying that a lesser rate applies, whereupon withholding  tax at such lesser rate only shall be considered excluded from Taxes for periods governed  by such form; provided that, if at the date of the Assignment and Assumption pursuant to  which a Lender assignee becomes a party to this Agreement, the Lender assignor was  entitled to payments under subsection (a) in respect of United States withholding tax with  respect to interest paid at such date by a Borrower, then, to such extent, the term Taxes  shall include (in addition to withholding taxes that may be imposed in the future or other  amounts otherwise includible in Taxes) withholding tax, if any, applicable with respect to  the Lender assignee on such date.  If any form or document referred to in this subsection  (e) requires the disclosure of information, other than information necessary to compute  the tax payable and information required on the Agreement Date by IRS Form W-8ECI  or W-8BEN or IRS Form W-8BEN-E, as applicable, or other form that the applicable  Borrower has indicated in writing to the Lenders on the Agreement Date as being a  required form to avoid or reduce withholding tax on payments under this Agreement, that  a Lender reasonably considers to be confidential, such Lender shall give notice thereof to  





 






127  \\4157-1107-4114  v16  the Borrowers and shall not be obligated to include in such form or document such  confidential information.  (f) If any Lender is entitled to a reduction in the applicable  withholding tax, the Administrative Agent may withhold from any interest payment to  such Lender in an amount equivalent to the applicable withholding tax after taking into  account such reduction.  If the forms or other documentation required by subsection (e)  of this Section are not delivered to the Administrative Agent, then the Administrative  Agent may withhold from any interest payment to such Lender not providing such forms  or other documentation an amount equivalent to the applicable withholding tax.  Each  Lender shall severally indemnify the Administrative Agent, within 10 days after demand  therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent  that any Loan Party has not already indemnified the Administrative Agent for such  Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii)  any Taxes attributable to such Lender's failure to comply with the provisions of Section  9.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes  attributable to such Lender, in each case, that are payable or paid by the Administrative  Agent in connection with any Loan Document, and any reasonable expenses arising  therefrom or with respect thereto, whether or not such Taxes were correctly or legally  imposed or asserted by the relevant Governmental Authority.  A certificate as to the  amount of such payment or liability delivered to any Lender by the Administrative Agent  shall be conclusive absent manifest error.  Each Lender hereby authorizes the  Administrative Agent to set off and apply any and all amounts at any time owing to such  Lender under any Loan Document or otherwise payable by the Administrative Agent to  the Lender from any other source against any amount due to the Administrative Agent  under this subsection (f).  (g) For any period with respect to which a Lender has failed to provide  the Borrowers with the appropriate form described in subsection (e) (other than if such  failure is due to a change in law occurring after the date on which a form originally was  required to be provided or if such form otherwise is not required under subsection (e)),  such Lender shall not be entitled to an additional payment or indemnification under  subsection (a) or (c) with respect to Taxes imposed by the United States; provided that  should a Lender become subject to Taxes because of its failure to deliver a form required  hereunder, the Borrowers shall take such steps as such Lender shall reasonably request to  assist such Lender to recover such Taxes.  (h) If any party determines, in its sole discretion exercised in good  faith, that it has received a refund of any Taxes as to which it has been indemnified  pursuant to this Section 10.4 (including by the payment of additional amounts pursuant to  this Section 10.4), it shall pay to the indemnifying party an amount equal to such refund  (but only to the extent of indemnity payments made under this Section with respect to the  Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of  such indemnified party and without interest (other than any interest paid by the relevant  Governmental Authority with respect to such refund).  Such indemnifying party, upon the  request of such indemnified party, shall repay to such indemnified party the amount paid  over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed  





 






128  \\4157-1107-4114  v16  by the relevant Governmental Authority) in the event that such indemnified party is  required to repay such refund to such Governmental Authority.  Notwithstanding  anything to the contrary in this paragraph (h), in no event will the indemnified party be  required to pay any amount to an indemnifying party pursuant to this paragraph (h) the  payment of which would place the indemnified party in a less favorable net after-Tax  position than the indemnified party would have been in if the indemnification payments  or additional amounts giving rise to such refund had never been paid.  This paragraph  shall not be construed to require any indemnified party to make available its Tax returns  (or any other information relating to its Taxes that it deems confidential) to the  indemnifying party or any other Person.  (i) Without prejudice to the survival of any other agreement of the  Borrowers hereunder, the agreements and obligations of the Borrowers contained in this  Section 10.4 shall survive the payment in full of principal and interest hereunder.  (j) if a payment made to a Lender under any Loan Document would  be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to  fail to comply with the applicable reporting requirements of FATCA (including those  contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable),  such Lender shall deliver to AGCO and the Administrative Agent at the time or times  prescribed by law and at such time or times reasonably requested by AGCO or the  Administrative Agent such documentation prescribed by Applicable Law (including as  prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional  documentation reasonably requested by AGCO or the Administrative Agent as may be  necessary for the Borrowers and the Administrative Agent to comply with their  obligations under FATCA and to determine that such Lender has complied with such  Lender's obligations under FATCA or to determine the amount to deduct and withhold  from such payment.  Solely for purposes of this clause (j), "FATCA" shall include any  amendments made to FATCA after the date of this Agreement.  10.5. Mitigation; Replacement of a Lender.  (a) Designation of a Different Lending Office.  If any Lender requests  compensation under Sections 10.1(a) and (b), gives a notice under Section 10.1(f), or  requires the Loan Parties to pay any Taxes or additional amounts to any Lender or any  Governmental Authority for the account of any Lender pursuant to Section 10.4, then  such Lender shall (at the request of AGCO) use reasonable efforts to designate a different  lending office for funding or booking its Loans hereunder or to assign its rights and  obligations hereunder to another of its offices, branches or affiliates, if, in the judgment  of such Lender, such designation or assignment (i) would eliminate or reduce amounts  payable pursuant to Sections 10.1(a) and (b) or Section 10.4, as the case may be, in the  future, or eliminate the need for a notice under Section 10.1(f), and (ii) would not subject  such Lender to any unreimbursed cost or expense and would not otherwise be  disadvantageous to such Lender.  The Borrowers hereby agree to pay all reasonable costs  and expenses incurred by any Lender in connection with any such designation or  assignment.  





 






129  \\4157-1107-4114  v16  (b) Replacement of a Lender.  Subject to the second and third  paragraphs of this Section 10.5, if:  (i) a Revolving Loan Lender requests compensation under  Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Revolving Loan  Commitments equal to at least one-third of the Total Revolving Loan Commitments shall  not have made a similar request;  (ii) an Incremental Term Loan Lender requests compensation  under Sections 10.1(a) and (b) or Section 10.4 and other Lenders holding Incremental  Term Loans of the same Tranche equal to at least one-third of the aggregate outstanding  Incremental Term Loans of such Tranche shall not have made a similar request;  (iii) the obligation of a Lender to make Non-Base Rate Loans or  to Convert Base Rate Loans into Non-Base Rate Loans shall be suspended pursuant to  Section 10.1(e) or (f) in circumstances in which such obligations of other Lenders  holding Revolving Loan Commitments and Incremental Term Loans equal to at least  one-third of all Revolving Loan Commitments and the aggregate outstanding Incremental  Term Loans shall not have been suspended;   (iv) a Lender becomes a Defaulting Lender;  (v) a Revolving Loan Lender is prohibited or restricted from  making Loans in the jurisdiction of an Applicant Borrower and other Revolving Loan  Lenders holding Revolving Loan Commitments equal to at least 50% of the aggregate  Revolving Loan Commitments shall not be subject to any such prohibition or restriction;  or  (vi) any Lender that is not the Administrative Agent or an  Affiliate of the Administrative Agent becomes a Non-Consenting Lender,  then so long as such condition occurs and is continuing the Administrative Agent  (i) may replace such Lender (the "Affected Lender"), or cause such Affected Lender to be  replaced, or (ii) upon the written request of AGCO, the Administrative Agent shall  replace such Affected Lender with an Eligible Assignee identified by AGCO (the  "Replacement Lender"), by having such Affected Lender sell and assign all of its rights  and obligations under this Agreement and the other Loan Documents (including for  purposes of this Section, participations in Letters of Credit, Letter of Credit Advances  and in Swing Line Loans) to the Replacement Lender pursuant to Section 9.6; provided  that (i) in the case of any such assignment resulting from a claim for compensation under  Section 10.1 or payments required to be made pursuant to Section 10.4, such assignment  will result in a reduction in such compensation or payments thereafter, (ii) in case of any  such assignment resulting from the suspension of the obligation of a Lender to make  Non-Base Rate Loans or to Convert Base Rate Loans into Non-Base Rate Loans pursuant  to Section 10.1(e) or (f), such assignment will result in the revocation of such suspension,  (iii) such assignment does not conflict with Applicable Law, and (iv) in the case of any  assignment resulting from a Lender becoming a Non-Consenting Lender, the  





 






130  \\4157-1107-4114  v16  Replacement Lender shall have consented to the applicable amendment, waiver or  consent; provided, however, that neither the Administrative Agent nor any Lender shall  have any obligation to identify or locate a Replacement Lender for the Borrowers (it  being expressly agreed that in such circumstances it AGCO's obligation to identify or  locate a Replacement Lender).  Upon receipt by any Affected Lender of a written notice  from the Administrative Agent stating that the Administrative Agent or AGCO is  exercising the replacement right set forth in this Section, such Affected Lender shall sell  and assign all of its rights and obligations under this Agreement and the other Loan  Documents (including for purposes of this Section, participations in Letters of Credit,  Letter of Credit Advances and in Swing Line Loans) to the Replacement Lender pursuant  to an Assignment and Assumption and Section 9.6 for a purchase price equal to the sum  of the principal amount of such Affected Lender's Loans so sold and assigned, all accrued  and unpaid interest thereon and its ratable share of all fees to which it is entitled through  the assignment date.  Subject to the execution and delivery to the Administrative Agent and the  Affected Lender by the Replacement Lender of an Assignment and Assumption (and the  approval thereof by the applicable Persons specified in Section 9.6(b)(iv)) and the  payment to the Administrative Agent by AGCO on behalf of such Affected Lender of the  assignment fee specified in Section 9.6(b)(v) and any costs as a result of the assignment  pursuant to Section 10.2, the Replacement Lender shall succeed to the rights and  obligations of such Affected Lender hereunder and such Affected Lender shall no longer  be a party hereto or have any rights hereunder; provided that the obligations of the  Borrowers to such Affected Lender under Sections 10.1, 10.3 and 10.4 with respect to  events occurring or obligations arising before or as a result of such replacement shall  survive such replacement.  AGCO may not exercise its rights under this Section 10.5(b) with respect to any  Lender if a Default has occurred and is continuing.  ARTICLE 11  JURISDICTION  11.1. Consent to Jurisdiction.  Each party hereto irrevocably:  (a) submits to the jurisdiction of any New York State or federal court  sitting in the City and County of New York and any appellate court from any thereof in  any action or proceeding arising out of or relating to any Loan Document;  (b) agrees that all claims in respect of such action or proceeding may  be heard and determined in such New York State or in such federal court;  (c) waives, to the fullest extent that it may effectively do so, the  defense of an inconvenient forum to the maintenance of such action or proceeding;  (d) consents to the service of any and all process in any such action or  proceeding by the mailing of copies of such process to such party at its address specified  in Section 9.2; and  





 






131  \\4157-1107-4114  v16  (e) agrees that a final judgment in any such action or proceeding shall  be conclusive and may be enforced in other jurisdictions by suit on the judgment or in  any other manner provided by law.  Nothing in this Section shall affect the right of the Administrative Agent or any  Lender to serve legal process in any other manner permitted by law or affect the right of  the Administrative Agent or any Lender to bring any action or proceeding against any  Borrower or its property in the courts of other jurisdictions.  Each Borrower irrevocably appoints and designates AGCO as its agent for service  of process and, without limitation of any other method of service, consents to service of  process by mail at the address of AGCO for delivery of notices specified in Section 9.2.  11.2. Governing Law.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York, without regard to the conflicts of law  principles thereof insofar as such principles would defer to the substantive laws of some  other jurisdiction.  11.3. Counterparts; Integration; Effectiveness; Electronic Execution.  (a) Counterparts; Integration; Effectiveness.  This Agreement may be  executed in counterparts (and by different parties hereto on different counterparts), each  of which shall constitute an original, but all of which when taken together shall constitute  a single contract.  This Agreement and the other Loan Documents constitute the entire  contract between and among the parties relating to the subject matter hereof and  supersede any and all previous agreements and understandings, oral or written, relating to  the subject matter hereof.  Except as provided in Section 3.1, this Agreement shall  become effective when it shall have been executed by Administrative Agent and when  Administrative Agent shall have received counterparts hereof which, when taken  together, bear the signatures of each of the other parties hereto, and thereafter shall be  binding upon and inure to the benefit of the parties hereto and their respective successors  and assigns permitted hereby.  Delivery of an executed counterpart of a signature page to  this Agreement by telecopy or other electronic transmission shall be effective as delivery  of a manually executed counterpart of this Agreement.  (b) Electronic Execution of Assignments.  The words "execution,"  "signed," "signature," and words of like import in any Assignment and Assumption shall  be deemed to include electronic signatures or the keeping of records in electronic form,  each of which shall be of the same legal effect, validity or enforceability as a manually  executed signature or the use of a paper-based recordkeeping system, as the case may be,  to the extent and as provided for in any Applicable Law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic  Signatures and Records Act, or any other similar state laws based on the Uniform  Electronic Transactions Act.  11.4. No Liability of the Issuing Banks.  Each Borrower assumes all risks of the  acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to  





 






132  \\4157-1107-4114  v16  its use of such Letter of Credit.  No Issuing Bank or any of its Related Parties shall be  liable or responsible for:  (a) the use that may be made of any Letter of Credit or any acts or  omissions of any beneficiary or transferee in connection therewith;  (b) the validity, sufficiency or genuineness of documents, or of any  endorsement thereon, even if such documents should prove to be in any or all respects  invalid, insufficient, fraudulent or forged;  (c) payment by such Issuing Bank against presentation of documents  that do not comply with the terms of a Letter of Credit, including failure of any  documents to bear any reference or adequate reference to the Letter of Credit; or  (d) any other circumstances whatsoever in making or failing to make  payment under any Letter of Credit;  (e) except that no Borrower shall have a claim against such Issuing  Bank, and such Issuing Bank shall be liable to a Borrower, to the extent of any direct, but  not consequential, damages suffered by such Borrower that such Borrower proves were  caused by:  (i) such Issuing Bank's willful misconduct or gross negligence,  as determined by a court of competent jurisdiction in a final and non-appealable  judgment, in determining whether documents presented under any Letter of Credit  comply with the terms of the Letter of Credit; or  (ii) such Issuing Bank's willful failure to make lawful payment  under a Letter of Credit after the presentation to it of a draft and certificates strictly  complying with the terms and conditions of the Letter of Credit.  In furtherance and not in limitation of the foregoing, any Issuing Bank may accept  documents that appear on their face to be in order, without responsibility for further  investigation, regardless of any notice or information to the contrary.  11.5. Waiver of Jury Trial.  EACH BORROWER, THE ADMINISTRATIVE  AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY IRREVOCABLY  WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR  COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)  ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE  LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY ISSUING  BANK OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION,  PERFORMANCE OR ENFORCEMENT THEREOF.  11.6. Acknowledgement and Consent to Bail-In of Affected Financial  Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any  other agreement, arrangement or understanding among any such parties, each party  hereto acknowledges that any liability of any Affected Financial Institution arising under  





 






133  \\4157-1107-4114  v16  any Loan Document, to the extent such liability is unsecured, may be subject to the write- down and conversion powers of the applicable Resolution Authority and agrees and  consents to, and acknowledges and agrees to be bound by:  (a) the application of any Write-Down and Conversion Powers by the  applicable Resolution Authority to any such liabilities arising hereunder which may be  payable to it by any party hereto that is an Affected Financial Institution; and  (b) the effects of any Bail-In Action on any such liability, including, if  applicable:  (i) a reduction in full or in part or cancellation of any such  liability;  (ii) a conversion of all, or a portion of, such liability into shares  or other instruments of ownership in such Affected Financial Institution,  its parent undertaking, or a bridge institution that may be issued to it or  otherwise conferred on it, and that such shares or other instruments of  ownership will be accepted by it in lieu of any rights with respect to any  such liability under this Agreement or any other Loan Document; or  (iii) the variation of the terms of such liability in connection  with the exercise of the write-down and conversion powers of the  applicable Resolution Authority.  11.7. Certain ERISA Matters.    (a) Each Lender (x) represents and warrants, as of the date such  Person became a Lender party hereto, to, and (y) covenants, from the date such  Person became a Lender party hereto to the date such Person ceases being a  Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates,  and not, for the avoidance of doubt, to or for the benefit of Borrowers or any other  Loan Party, that at least one of the following is and will be true:  (i) such Lender is not using "plan assets" (within the meaning  of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans  with respect to such Lender's entrance into, participation in, administration  of and performance of the Loans, the Letters of Credit, the Commitments  or this Agreement,  (ii) the transaction exemption set forth in one or more PTEs,  such as PTE 84-14 (a class exemption for certain transactions determined  by independent qualified professional asset managers), PTE 95-60 (a class  exemption for certain transactions involving insurance company general  accounts), PTE 90-1 (a class exemption for certain transactions involving  insurance company pooled separate accounts), PTE 91-38 (a class  exemption for certain transactions involving bank collective investment  funds) or PTE 96-23 (a class exemption for certain transactions  





 






134  \\4157-1107-4114  v16  determined by in-house asset managers), is applicable with respect to such  Lender's entrance into, participation in, administration of and performance  of the Loans, the Letters of Credit, the Commitments and this Agreement,  (iii) (A) such Lender is an investment fund managed by a  "Qualified Professional Asset Manager" (within the meaning of Part VI of  PTE 84-14), (B) such Qualified Professional Asset Manager made the  investment decision on behalf of such Lender to enter into, participate in,  administer and perform the Loans, the Letters of Credit, the Commitments  and this Agreement, (C) the entrance into, participation in, administration  of and performance of the Loans, the Letters of Credit, the Commitments  and this Agreement satisfies the requirements of sub-sections (b) through  (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,  the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with  respect to such Lender's entrance into, participation in, administration of  and performance of the Loans, the Letters of Credit, the Commitments and  this Agreement, or  (iv) such other representation, warranty and  covenant as may be agreed in writing between the  Administrative Agent, in its sole discretion, and such  Lender.  (b) In addition, unless either (1) sub-clause (i) in the immediately  preceding clause (a) is true with respect to a Lender or (2) a Lender has provided  another representation, warranty and covenant in accordance with sub-clause (iv)  in the immediately preceding clause (a), such Lender further (x) represents and  warrants, as of the date such Person became a Lender party hereto, to, and (y)  covenants, from the date such Person became a Lender party hereto to the date  such Person ceases being a Lender party hereto, for the benefit of, the  Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of  Borrowers or any other Loan Party, that the Administrative Agent is not a  fiduciary with respect to the assets of such Lender involved in such Lender's  entrance into, participation in, administration of and performance of the Loans,  the Letters of Credit, the Commitments and this Agreement (including in  connection with the reservation or exercise of any rights by the Administrative  Agent under this Agreement, any Loan Document or any documents related to  hereto or thereto).  ARTICLE 12  CONFIDENTIALITY  The Administrative Agent and the Lenders each individually (and not jointly or  jointly and severally) agree that material, non-public information regarding Borrowers  and their Subsidiaries, their operations, assets, and existing and contemplated business  plans shall be treated by the Administrative Agent and the Lenders in a confidential  manner, and shall not be disclosed by the Administrative Agent and the Lenders to  





 






135  \\4157-1107-4114  v16  Persons who are not parties to this Agreement, except: (a) to attorneys for and other  advisors, accountants, auditors, and consultants to any Lender of any Issuing Bank, (b) to  its Affiliates and to its Related Parties (it being understood that the Persons to whom such  disclosure is made will be informed of the confidential nature of such information and  required to keep such information confidential) or any other party hereto, (c) as may be  required by statute, decision or other judicial or administrative order, rule, or regulation,  (d) as may be agreed to in advance by Borrowers or their Subsidiaries or as requested or  required by any Governmental Authority pursuant to any subpoena or other legal process,  or to the extent required or requested by any regulatory authority purporting to have  jurisdiction over such Person or its Related Parties (including any self-regulatory  authority, such as the National Association of Insurance Commissioners), (e) as to any  such information that is or becomes generally available to the public (other than as a  result of prohibited disclosure by the Administrative Agent or the Lenders) or becomes  available to the Administrative Agent, any Lender, or any of their respective Affiliates on  a nonconfidential basis from a source other than the Borrowers, (f) subject to an  agreement containing provisions substantially the same as those of this Section, to (i) any  assignee of or Participant in, or any prospective assignee of or Participant in, any of its  rights and obligations under this Agreement, or (ii) any actual or prospective party (or its  Related Parties) to any swap, derivative or other transaction under which payments are to  be made by reference to any Borrower and its obligations, this Agreement or payments  hereunder, and (g) in connection with any litigation or other adversary proceeding  involving parties hereto which such litigation or adversary proceeding involves claims  related to the rights or duties of such parties under this Agreement or the other Loan  Documents.  Any Person required to maintain the confidentiality of information as  provided in this Section shall be considered to have complied with its obligation to do so  if such Person has exercised the same degree of care to maintain the confidentiality of  such information as such Person would accord to its own confidential information.  ARTICLE 13  ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS  To the extent that the Loan Documents provide support, through a guarantee or  otherwise, for Hedging Obligations or any other agreement or instrument that is a QFC (such  support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties  acknowledge and agree as follows with respect to the resolution power of the Federal Deposit  Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank  Wall Street Reform and Consumer Protection Act (together with the regulations promulgated  thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC  Credit Support (with the provisions below applicable notwithstanding that the Loan Documents  and any Supported QFC may in fact be stated to be governed by the laws of the State of New  York or of the United States or any other state of the United States):  (a) In the event a Covered Entity that is party to a Supported QFC  (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special  Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC  Credit Support (and any interest and obligation in or under such Supported QFC and such  QFC Credit Support, and any rights in property securing such Supported QFC or such  QFC Credit Support) from such Covered Party will be effective to the same extent as the  





 






136  \\4157-1107-4114  v16  transfer would be effective under the U.S. Special Resolution Regime if the Supported  QFC and such QFC Credit Support (and any such interest, obligation and rights in  property) were governed by the laws of the United States or a state of the United States.  In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject  to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan  Documents that might otherwise apply to such Supported QFC or any QFC Credit  Support that may be exercised against such Covered Party are permitted to be exercised  to no greater extent than such Default Rights could be exercised under the U.S. Special  Resolution Regime if the Supported QFC and the Loan Documents were governed by the  laws of the United States or a state of the United States.   (b) As used in this Article 13, the following terms have the following  meanings:  “BHC Act Affiliate” of a party means an “affiliate” (as such term is defined  under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.  “Covered Entity” means any of the following:   (i) a “covered entity” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 252.82(b);  (ii) a “covered bank” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 47.3(b); or   (iii) a “covered FSI” as that term is defined in, and interpreted in  accordance with, 12 C.F.R. § 382.2(b).  “Default Right” has the meaning assigned to that term in, and shall be interpreted  in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.  “QFC” has the meaning assigned to the term “qualified financial contract” in, and  shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D) 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date  first written above.  BORROWERS: AGCO CORPORATION  By:     Name: Damon Audia   Title: Senior Vice President, Chief  Financial Officer  AGCO INTERNATIONAL HOLDINGS  B.V.  By:     Name: Roger N. Batkin    Title: Director  By:     Name: Adam Frost    Title: Director  .93;2658 /8<479:4 1.* /#+/)#+)"(0#0"&#+$")(,+"%#(..'#/$-(( 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date  first written above.  BORROWERS: AGCO CORPORATION  By:     Name: Damon Audia   Title: Senior Vice President, Chief  Financial Officer  AGCO INTERNATIONAL HOLDINGS  B.V.  By:     Name: Roger N. Batkin    Title: Director  By:     Name: Adam Frost    Title: Director  0;5=487: 1:>69;<6 30, +&2%1)1-"#)*("''1+".2/$"/(/1-0.2#.*+ 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date  first written above.  BORROWERS: AGCO CORPORATION  By:     Name: Damon Audia   Title: Senior Vice President, Chief  Financial Officer  AGCO INTERNATIONAL HOLDINGS  B.V.  By:     Name: Roger N. Batkin    Title: Director  By:     Name: Adam Frost    Title: Director  1<6>598; 2;?7:<=7 41- $+*'20#0"&3)'"'#&3"/%%."(1&&*,,#)2)* 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  ADMINISTRATIVE AGENT AND LENDERS: COÖPERATIEVE RABOBANK U.A.,  NEW YORK BRANCH, as Administrative  Agent and a Multicurrency Revolving  Tranche Loan Lender  Multicurrency Revolving Tranche  Loan Commitment $125,000,000  By:   Name:  Title: $2.) '1,173/. &(0(,.0, #.2+)412 





 






 





 






C>LJPFUVSI <FJI UQ 0OIPHIH FPH =ITUFUIH 2SIHLU 0JSIIOIPU $0JGQ%E DD+),-'))(-'+))+ W)* "B3FF@8@43H@DC ^ #CH7EC3B 1:< <0=610>& :4A B;=7 1=0:25& FT F 9VNULGVSSIPGX =IWQNWLPJ ?SFPGKI 8QFP 8IPHIS 1X/ :FOI/ 2KSLTUQRKIS >MIH ?LUNI/ 9FPFJLPJ 3LSIGUQS 1X/ :FOI/ 7FSLO =IOUQVNF ?LUNI/ @LGI <SITLHIPU 9VNULGVSSIPGX =IWQNWLPJ ?SFPGKI 8QFP 2QOOLUOIPU #.,&(((&((( 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  \\4157-1107-4114  v13  COMPEER FINANCIAL, PCA, as a USD  Revolving Tranche Loan Lender  By:     Name:    Title:   USD Revolving Tranche Loan Commitment  $85,000,000  Betty Janelle Director, Capital Markets 





 






 





 






=:GEK@OPMD 8@ED OL 0JDKCDC @KC 9DNO@ODC 2MDCGO 0EMDDJDKO $0EBL%? >>+),-'))(-'+))+ Q)* ;9<3:; 1074& @N NPBBDNNLM AR JDMEDM OL :PK;MPNO 1@KH& @N @ 6PIOGBPMMDKBR 9DQLIQGKE ;M@KBFD 5L@K 5DKCDM 1R/ 7@JD/""$(310 #,/)2,, &-4.," '-*, %2,3-+,04 6PIOGBPMMDKBR 9DQLIQGKE ;M@KBFD 5L@K 2LJJGOJDKO #.,&(((&((( 





 






?=HFKBOPME ;BFE OL 0JEKDED BKD <ENOBOED 2MEDHO 0FMEEJEKO $0FCL%A @@,*-.'**).',**, Q*+ 1096 :4 083<520& 9(0(& BN B 8PIOHCPMMEKCR <EQLIQHKF >MBKCGE 7LBK 7EKDEM 1R/ 9BJE/ >HOIE/ 8PIOHCPMMEKCR <EQLIQHKF >MBKCGE 7LBK 2LJJHOJEKO #.-&)))&))) #*$' "$(&%) $+" %)&( #+(,)'(*- 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)] \\4157-1107-4114  v13  BANK OF THE WEST, as a Multicurrency  Revolving Tranche Loan Lender  By:       Name: Title:  Multicurrency Revolving Tranche Loan  Commitment $75,000,000  Managing Director Mary Smith 





 






 





 






 





 






 





 






[Signature Page to Amended and Restated Credit Agreement (Agco)]  HSBC BANK USA, NATIONAL  ASSOCIATION, as a Multicurrency  Revolving Tranche Loan Lender  By:     Name:    Title:   Multicurrency Revolving Tranche Loan  Commitment $65,000,000  





 






 





 






 





 






 





 






 





 






 





 






 





 






 





 






\\4157-1107-4114  v16  SCHEDULE G  Guarantors  AGCO Corporation  Massey Ferguson Corp.  The GSI Group, Inc.  





 






\\4157-1107-4114  v16  SCHEDULE 4.1(b)  Subsidiaries; Material Subsidiaries  Entity Name Domestic  Jurisdiction  Ownership Percentage  Material Subsidiaries  AGCO do Brasil Soluções Agrícolas Ltda Brazil 100%  AGCO GmbH Germany 100%  AGCO Holding BV Netherlands 100%  AGCO International GmbH Switzerland 100%  AGCO International Holdings BV Netherlands 100%  AGCO International Ltd United  Kingdom 100%  AGCO SAS France 100%  AGCO Services Ltd United  Kingdom 100%  Massey Ferguson Corp. United States 100%  The GSI Group, LLC United States 100%  Non-Material Subsidiaries  A/S Cimbria Denmark 100%  Ag-Chem Europe Fertilizer Equipment BV Netherlands 100%  Ag-Chem Europe Industrial Equipment BV Netherlands 100%  AGCO (Changzhou) Agricultural Machinery Co. Ltd China 100%  AGCO (China) Investment Co., Ltd China 100%  AGCO (Jining) Agricultural Machinery Co., Ltd China 100%  AGCO A/S Denmark 100%  AGCO AB Sweden 100%  AGCO Argentina SA Argentina 100%  AGCO Australia Ltd Australia 100%  AGCO Austria GmbH Austria 100%  AGCO Canada Ltd Canada 100%  AGCO Danmark A/S Denmark 100%  AGCO Deutschland GmbH Germany 100%  AGCO Distribution SAS France 100%  AGCO France SAS France 100%  AGCO Funding Company United  Kingdom 100%  AGCO GSI (Changzhou) Agriculture Equipment Co., Ltd China 100% AGCO GSI (Malaysia) Sdn. Bhd. Malaysia 100%  AGCO GSI Asia Sdn Bhd Malaysia 100%  





 






\\4157-1107-4114  v16  AGCO Hohenmölsen GmbH Germany 100%  AGCO Holdings (Hong Kong) Ltd Hong Kong 100%  AGCO Holdings (JCA) LLC United States 100%  AGCO Holdings (Singapore) Pte. Ltd Singapore 100%  AGCO Holdings South Africa South Africa 100%  AGCO Hungary Kft Hungary 100%  AGCO Iberia SA Spain 100%  AGCO Ireland Limited Ireland 100%  AGCO Italia SpA Italy 100%  AGCO LLC Russia 100%  AGCO Ltd United  Kingdom 100%  AGCO Manufacturing Ltd United  Kingdom 100%  AGCO Mexico S de RL de CV Mexico 100%  AGCO Netherlands BV Netherlands 100%  AGCO New Zealand Limited New Zealand 100%  AGCO Pension Trust Ltd United  Kingdom 100%  AGCO Power Oy Finland 100%  AGCO Sales & Services Sdn Bhd Malaysia 100%  AGCO South Africa Pty Ltd South Africa 100%  AGCO Sp Z.o.o Poland 100%  AGCO Suomi Oy Finland 100%  AGCO Tarim Makineleri Ticaret Ltd Sirketi Turkey 100%  AGCO Trading (India) Private Ltd India 100%  AGCO Ukraine LLC Ukraine 100%  AGCO Zambia Ltd Zambia 100%  AgRevolution, LLC United States 100%  Agri Park Distribution Co., Ltd Morocco 100%  Appareo Systems, LLC United States 100%  Assumption Leasing Company, Inc. United States 100%  Cimbria (UK) Limited United  Kingdom 100%  Cimbria East Africa Limited Kenya 100%  Cimbria Far East SDN. BHD Malaysia 100%  Cimbria Heid GmbH Austria 100%  Cimbria HMD SRO  Czech  Republic 100%  Cimbria Holdings Limited United  Kingdom 100%  Cimbria LLC Russia 100%  





 






\\4157-1107-4114  v16  Cimbria Manufacturing A/S Denmark 100%  Cimbria SRL Italy 100%  Cimbria Unigrain A/S Denmark 100%   C-Lines Asia Limited Hong Kong 100%  C-Lines International SAS France 100%  C-Lines South Africa (Proprietary) Limited South Africa 100%  Eikmaskin AS Norway 100%  Export Market Services LLC United States 100%  Farm Robotics and Automation S.L. Spain 100%  Farmec Srl Italy 100%  Fendt GmbH Germany 100%  Fendt Immobilien GmbH Germany 100%  Forage Company BV Netherlands 100%  GSI Brasil Industria e Comercio de Equipamentos  Agropecuarios Ltd Brazil 100%  GSI Cumberland De Mexico, S. De RL De CV Mexico 100%  GSI Electronique Inc Canada 100%  GSI Hungary Kft Hungary 100%  Impulsora Inqro S.A. de C.V. Mexico 100%  Indamo SA Argentina 100%  Intelligent Agricultural Solutions, LLC United States 100%  Intersystems Holdings, Inc. United States 100%  Intersystems International LLC United States 100%  JCA Industries ULC Canada 100%  Laverda AGCO SPA Italy 100%  Massey Ferguson Staff Pension Trust Ltd United  Kingdom 100%  Massey Ferguson Works Pension Trust Ltd United  Kingdom 100%  Precision Planting LLC United States 100%  Sparex (Proprietary) Ltd South Africa 100%  Sparex (Tractor Accessories) Ltd Ireland 100%  Sparex Agrirepuestos SL Spain 100%  Sparex Australia PTY Ltd Australia 100%  Sparex Belgium BVBA Belgium 100%  Sparex Canada Ltd Canada 100%  Sparex Handels-Und Vertriebs GmbH Germany 100%  Sparex Holdings Ltd United  Kingdom 100%  Sparex International Ltd United  Kingdom 100%  Sparex Limited ApS Denmark 100%  





 






\\4157-1107-4114  v16  Sparex Limited Vestiging Holland BV Netherlands 100%  Sparex Ltd United  Kingdom 100%  Sparex Maschinensubehor Handelsgesellschaft m.b.H Austria 100%  Sparex Mexicana S.A. de CV Mexico 100%  Sparex New Zealand Ltd New Zealand 100%  Sparex Polska Sp. Z.o.o. Poland 100%  Sparex Portugal Importacao e Comercio de Pecas Lda Portugal 100%  Sparex S.A.R.L. France 100%  Sparex Tarim Parca Sanayi Ve Ticaret Limited Sirketi Turkey 100%  Sparex, Inc. United States 100%  Spenco Engineering Company Ltd United  Kingdom 100%  Tecno Poultry Equipment S.P.A. Italy 100%  Tecnoagro Maquinas Agrícolas Ltda Brazil 100%  The Galeo Group, LLC United States 100%  The GSI Group (Shanghai) Co. Ltd China 100%  Unterstutzungskasse der Fella-Werke Gesellschaft mit  beschankter Haftung Germany 100%  Valtra Deutschland GmbH Germany 100%  Valtra International BV Netherlands 100%  Valtra OY AB Finland 100%  XBA BidCo ApS Denmark 100%  XBA FinCo ApS Denmark 100%  XBA MidCo ApS Denmark 100% 50% or Greater Joint Venture Interests of the Registrant  Deutz AGCO Motores SA Argentina 50%  CP GSI Machinery Co Ltd  China 50%  Groupement International De Mecanique Agricole SAS France 50%  





 






\\4157-1107-4114  v16  SCHEDULE 4.1(t)  Sanctions Disclosure  AGCO Corporation (“AGCO”) currently has the following Subsidiaries located in Russia:   1. AGCO LLC;   2. Cimbria LLC.   AGCO International Holdings BV (“AGCO BV”) has been engaged in two joint ventures,  AGCO-RM (Distribution) Holding BV and AGCO-RM (Manufacturing) Holding BV, with the Russian  company, GAZ Group. One of the owners of shares in GAZ Group is Oleg Deripaska, who became  subject to US sanctions in early April 2018 and subsequently became subject to UK sanctions in March  2022 and EU sanctions in April 2022. AGCO has received a letter from GAZ Group dated March 14,  2022 stating that Mr. Deripaska owns less than 50% of GAZ Group and does not control GAZ Group and  a further relevant letter dated September 29, 2022 stating that there was no control by Mr. Deripaska and  certain companies over AGCO-RM (Distribution) Holding BV. After the due diligence actions listed  below, AGCO does not have any verifiable information which contradicts these letters.   On May 22, 2018, OFAC agreed to issue a general license extending the wind down period for  GAZ Group and its subsidiaries until October 23, 2018. This date was subsequently extended by OFAC,  most recently to 12:01 am Eastern time on May 25, 2022.  On May 24, 2022, AGCO blocked AGCO BV’s shares in AGCO-RM (Manufacturing) Holding  BV.  On the same date, AGCO reported such blocking to OFAC.  AGCO BV’s shares in AGCO-RM  (Manufacturing) Holding BV remain blocked and AGCO has engaged in no transactions in or with  respect to such shares since May 24, 2022.  On July 8, 2022, AGCO received from OFAC a specific license, No. UKRAINE-EO13661-2022- 899286-1 (the “Specific License”), which authorized AGCO and certain related persons to engage in all  transactions ordinarily incident and necessary to effect a letter of intent entered into with Agrocentr- Holding LLC (“Agrocentr”) to divest and transfer AGCO BV’s interests in AGCO-RM (Distribution)  Holding BV and AGCO-RM (Manufacturing) Holding BV to Agrocentr for nominal financial  consideration. The Specific License expired on September 30, 2022 and appropriate documentation/  approvals were obtained from GAZ Group before expiry. AGCO BV continued steps needed to complete  the transfer of its shares in AGCO-RM (Distribution) Holding BV to Agrocentr after September 30, 2022;  such steps occurred outside the United States and were not facilitated by any U.S. persons.  As from November 16, 2022 when AGCO BV transferred its shares in AGCO-RM (Distribution)  Holding BV to Agrocentr, AGCO no longer has any shares, directly or indirectly, in AGCO-RM  (Distribution) Holding BV and AGCO BV’s shares in AGCO-RM (Manufacturing) Holding BV remain  blocked. Another application dated December 5, 2022 has been submitted to OFAC to also transfer  AGCO BV’s shares in AGCO-RM (Manufacturing) Holding BV.  Pursuant to its agreement with Agrocentr, AGCO will sell certain spare parts into Russia.  AGCO  is implementing systems and controls to assure compliance with all applicable laws governing such sales  of spare parts into Russia, including without limitation European, UK, and US export controls.  Due diligence actions:  1. Review of publicly available websites;   2. Correspondence with Dutch lawyers to AGCO or its Subsidiary regarding the  ownership of GAZ, who indicated Mr. Deripaska ultimately owns less than 50% of GAZ Group;   





 






\\4157-1107-4114  v16  3. Correspondence with PJSC GAZ as to evidence of ownership and control, which  indicated Mr. Deripaska ultimately owns less than 50% of GAZ Group;   4. Letter dated March 14, 2022 from GAZ Group stating Mr. Deripaska owns less  than 50% of GAZ Group, does not control GAZ Group and submits monthly certifications to  OFAC;   5. Letter dated September 29, 2022 from GAZ Group stating Mr. Deripaska,  Russian Machines LLC, GAZ OJSC and GAZ Agricultural Machinery BV have no direct or  indirect control in AGCO-RM (Distribution); and  6. Other information received from law firms in the Netherlands, UK and USA.   





 






\\4157-1107-4114  v16  SCHEDULE 6.1  Existing Indebtedness  Description Lender Currency Current O/S  in Facility  Currency  (millions)* USD Equiv  O/S  ($millions) Existing €250 Senior Term Loan due  2025 EIB EUR 250 $260  Existing €126 Senior Term Loan due  2023-2026 Various EUR 126 $131  Existing €194 Senior Term Loan due  2023-2028 Various EUR 194 $201  Existing €194 Eurobond due 2028 Various EUR 600 $623  Other LT Debt Various 6 $6  Total Debt $1,221 * Forecasted balances through December 16, 2022  





 






\\4157-1107-4114  v16  SCHEDULE 9.6  Voting Participants  None.  





 






\\4157-1107-4114  v16  EXHIBIT A  Form of  Assignment and Assumption  ASSIGNMENT AND ASSUMPTION  This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the  Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the  “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not  defined herein shall have the meanings given to them in the Credit Agreement identified below  (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by  the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are  hereby agreed to and incorporated herein by reference and made a part of this Assignment and  Assumption as if set forth herein in full.  For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the  Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor,  subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,  as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the  Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any  other documents or instruments delivered pursuant thereto to the extent related to the amount and  percentage interest identified below of all of such outstanding rights and obligations of the  Assignor under the respective facilities identified below (including without limitation any letters  of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent  permitted to be assigned under applicable law, all claims, suits, causes of action and any other  right of the Assignor (in its capacity as a Lender) against any Person, whether known or  unknown, arising under or in connection with the Credit Agreement, any other documents or  instruments delivered pursuant thereto or the loan transactions governed thereby or in any way  based on or related to any of the foregoing, including, but not limited to, contract claims, tort  claims, malpractice claims, statutory claims and all other claims at law or in equity related to the  rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations  sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as,  the “Assigned Interest”).  Each such sale and assignment is without recourse to the Assignor  and, except as expressly provided in this Assignment and Assumption, without representation or  warranty by the Assignor.  Section 1.1 Assignor:  ______________________________  [Assignor [is] [is not] a Defaulting Lender]1 Section 1.2 Assignee:  ______________________________  1 Select as applicable.  





 






A-1  \\4157-1107-4114  v16  137259822v2 [[Assignee is an Affiliate/Approved Fund of [Insert name of Lender]]2 Section 1.3 Borrowers:  AGCO Corporation and AGCO International Holdings B.V.  Section 1.4 Administrative Agent:  Coöperatieve Rabobank U.A., New York Branch,  as the administrative agent under Credit Agreement.  Section 1.5 Credit Agreement:  Amended and Restated Credit Agreement dated as of  December 19, 2022, by and among AGCO Corporation, a Delaware corporation (“AGCO”) and  AGCO International Holdings B.V., a Dutch company, having its corporate seat in  Grubbenvorst, the Kingdom of the Netherlands (“AGCO BV” and, together with AGCO, each a  “Borrower” and collectively, the “Borrowers”), the Lenders party thereto from time to time, and  Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (the “Administrative  Agent”).  Section 1.6 Assigned Interest:    Assignor Assignee Aggregate Amount of  USD Revolving  Tranche Loan  Commitments / USD  Revolving Tranche  Loans for all Lenders3 Amount of USD  Revolving Tranche  Loan Commitments /  USD Revolving  Tranche Loans  Assigned Percentage Assigned of  USD Revolving  Tranche Loan  Commitments / USD  Revolving Tranche  Loans 4 $ $ ______%  $ $ ______%  Assignor Assignee Aggregate Amount of  Multicurrency  Revolving Tranche  Loan Commitments /  Multicurrency  Revolving Tranche  Loans for all Lenders5 Amount of  Multicurrency  Revolving Tranche  Loan Commitments /  Multicurrency  Revolving Tranche  Loans Assigned Percentage Assigned of  Multicurrency  Revolving Tranche  Loan Commitments /  Multicurrency  Revolving Tranche  Loans 6 2 Select as applicable.  3  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade  Date and the Effective Date.  4  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  5  Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade  Date and the Effective Date.  6  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.  





 






A-2  \\4157-1107-4114  v16  137259822v2 $ $ ______%  $ $ ______%  Section 1.7 [Trade Date:  _________ ___, 20___]7 Section 1.8 Effective Date: _________ ___, 20___8 7  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the  Trade Date.  8  To be inserted by the Administrative Agent and which shall be the effective date of recordation of transfer in the Register  therefor.  





 






[Signature page to Assignment and Assumption]  \\4157-1107-4114  v16  The terms set forth in this Assignment and Assumption are hereby agreed to:  ASSIGNOR:  [Insert name of Assignor].  By:     Name:      Title:     ASSIGNEE:  [Insert name of Assignee].  By:     Name:      Title:  ACCEPTED AND APPROVED:  COÖPERATIEVE RABOBANK U.A.,   NEW YORK BRANCH, as Administrative Agent  By:     Name:      Title:  By:     Name:      Title:  [Consented to:  [AGCO CORPORATION, on behalf of itself  and the other Borrowers  By:     Name:      Title:] 9 9 To be added only if the consent of AGCO is required by the terms of the Credit Agreement.    





 






ASSIGNMENT AND ASSUMPTION \\4157-1107-4114  v16  137259822v2 





 






\\4157-1107-4114  v16  137259822v2 ANNEX 1  STANDARD TERMS AND CONDITIONS FOR  ASSIGNMENT AND ASSUMPTION  1. Representations and Warranties.  1.1 Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial  owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien,  encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action  necessary, to execute and deliver this Assignment and Assumption and to consummate the  transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no  responsibility with respect to (i) any statements, warranties or representations made in or in  connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,  validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any  collateral thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or  Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the  performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or any other  Person of any of their respective obligations under any Loan Document.  1.2. Assignee.  The Assignee (a) represents and warrants that (i) it has full power and  authority, and has taken all action necessary, to execute and deliver this Assignment and  Assumption and to consummate the transactions contemplated hereby and to become a Lender  under the Credit Agreement, (ii) it meets all the requirements of an Eligible Assignee under the  Credit Agreement (subject to receipt of such consents, if any, as may be required under the  Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of  the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall  have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to  acquire assets of the type represented by the Assigned Interest and either it, or the Person  exercising discretion in making its decision to acquire the Assigned Interest, is experienced in  acquiring assets of such type, (v) all of the representations and warranties contained in Section  12.7 of the Credit Agreement are true and correct and the Assignee hereby agrees to the  covenants contained in such Section, (vi) it has received a copy of the Credit Agreement, and has  received or has been accorded the opportunity to receive copies of the most recent financial  statements delivered pursuant to Section 6.1 thereof, as applicable, and such other documents  and information as it deems appropriate to make its own credit analysis and decision to enter into  this Assignment and Assumption and to purchase the Assigned Interest, (vii) it has,  independently and without reliance upon the Administrative Agent or any other Lender and  based on such documents and information as it has deemed appropriate, made its own credit  analysis and decision to enter into this Assignment and Assumption and to purchase the  Assigned Interest, and (viii) if it is a Lender organized under the laws of a jurisdiction outside the  United States attached to the Assignment and Assumption is any documentation required to be  delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by  the Assignee; and (b) agrees that (i) it will, independently and without reliance on the  Administrative Agent, the Assignor or any other Lender, and based on such documents and  information as it shall deem appropriate at the time, continue to make its own credit decisions in  taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with  their terms all of the obligations which by the terms of the Loan Documents are required to be  performed by it as a Lender.  





 






\\4157-1107-4114  v16  137259822v2 2. Payments.  From and after the Effective Date, the Administrative Agent shall  make all payments in respect of the Assigned Interest (including payments of principal, interest,  fees and other amounts) to the Assignor for amounts which have accrued to but excluding the  Effective Date and to the Assignee for amounts which have accrued from and after the Effective  Date.  Notwithstanding the foregoing, the Administrative Agent shall make all payments of  interest, fees or other amounts paid or payable in kind from and after the Effective Date to the  Assignee.  3. General Provisions.  This Assignment and Assumption shall be binding upon, and  inure to the benefit of, the parties hereto and their respective successors and assigns.  This  Assignment and Assumption may be executed in any number of counterparts, which together  shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this  Assignment and Assumption by telecopy or other electronic transmission shall be effective as  delivery of a manually executed counterpart of this Assignment and Assumption.  This  Assignment and Assumption shall be governed by, and construed in accordance with, the laws of  the State of New York, without regard to the conflicts of law principles thereof insofar as such  principles would defer to the substantive laws of some other jurisdiction.  





 






\\4157-1107-4114  v16  137259822v2 EXHIBIT B  Form of Notice of Borrowing   __________ _____, 202__  Coöperatieve Rabobank U.A., New York Branch,  as Administrative Agent under the   Credit Agreement referred to below  c/o Rabo Support Services, Inc.  245 Park Avenue  New York, New York 10167  Attention: Sui Price  Telecopy: (201) 499-5328  fm.am.syndicatedloans@rabobank.com with copy to Michael.Lahaie@rabobank.com Re: Notice of Borrowing  Ladies and Gentlemen:  The undersigned refers to the Amended and Restated Credit Agreement, dated as of  December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to  time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the  meanings ascribed to such terms in the Credit Agreement), by and among AGCO Corporation, a  Delaware corporation (“AGCO”) and AGCO International Holdings B.V., a Dutch company,  having its corporate seat in Grubbenvorst, the Kingdom of the Netherlands (“AGCO BV”; and  together with AGCO, collectively, the “Borrowers”), the Persons party thereto as Lenders  (collectively, the “Lenders”), and you and hereby gives irrevocable notice pursuant to Section  2.2 of the Credit Agreement that the undersigned is requested the Lenders make the following  Loans (the “Proposed Borrowing”),and in connection therewith sets forth below the following  information relating thereto:  1. Business Day on which Proposed Borrowing to be  made:  _________ __, 20__ 2. Class(s) of Proposed Borrowing(s): ☐ Multicurrency Revolving  Tranche Loan Borrowing ☐ USD Revolving Tranche  Loan Borrowing 3. If Proposed Borrowing includes a Multicurrency  Revolving Tranche Loan Borrowing, currency of  Proposed Borrowing that is a Multicurrency  Revolving Tranche Loan Borrowing ☐ U.S. Dollars ☐ Euros ☐ Agreed Alternative Currency  4. If Proposed Borrowing includes USD Loans, the  Type of Proposed Borrowing for such USD Loans:  (Check One) ☐ Base Rate Loans ☐ Non-Base Rate Loans 





 






\\4157-1107-4114  v16  137259822v2 5. Aggregate principal amount of USD Revolving  Tranche Loans to be borrowed: $________________  6. Aggregate principal amount of Multicurrency  Revolving Tranche Loans to be borrowed: $________________  7. Interest Period for Proposed Borrowing and  expiration date thereof:10 __ month(s) ending on  ,  20__ 8. Borrower’s Account of such Borrower for Proposed  Borrowing:11 [___________________]  The undersigned hereby certifies that the following statements are true on the date hereof,  and will be true on the date of the Proposed Borrowing:  (a) The representations and warranties contained in each Loan Document will be  correct on and as of the date of such Proposed Borrowing, before and after giving effect to such  Proposed Borrowing, and to the application of the proceeds therefrom, as though made on and as  of such date, in each case as required by Section 3.2(a) of the Credit Agreement and except as  permitted by Section 4.2 of the Credit Agreement;  (b) No event shall have occurred and be continuing, or would result from such  Proposed Borrowing or from the application of the proceeds therefrom, that constitutes or would  constitute a Default or an Event of Default; and  [Signature page follows]  10 Applicable to Borrowing consisting of Non-Base Rate Loans.  11  Such account must be in the name of the Borrower signatory below and be with an institution located in the same country as  the Administrative Agent’s Account for the requested currency of Borrowing.  





 






[Signature page to Notice of Borrowing] \\4157-1107-4114  v16  (c) Such Proposed Borrowing is permitted under Article 2 of the Credit Agreement  and after giving effect thereto (i) in the case of a USD Revolving Tranche Loan, the USD  Revolving Tranche Loan Exposure does not exceed the Total USD Revolving Tranche Loan  Commitments and (ii) in the case of a Multicurrency Revolving Tranche Loan, the Multicurrency  Revolving Tranche Loan Outstandings do not exceed the Total Multicurrency Revolving  Tranche Loan Commitments.  Very truly yours,   AGCO CORPORATION  By:     Name: Damon Audia   Title: Senior Vice President, Chief  Financial Officer  AGCO INTERNATIONAL HOLDINGS  B.V.  By:     Name: Roger N. Batkin    Title: Director  By:     Name: Adam Frost    Title: Director  





 






Annex 1 - 1  \\4157-1107-4114  v16  EXHIBIT C  Form of Designated Borrower  Request and Assumption Agreement   DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT  Coöperatieve Rabobank U.A., New York Branch  245 Park Avenue  New York, NY 10167  Attention: Loan Syndications  and the Lenders (as defined in the Credit Agreement (defined below))  [_________ ___, 20___]  Ladies and Gentlemen:  The undersigned refers to the Amended and Restated Credit Agreement, dated as of  December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to  time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the  meanings ascribed to such terms in the Credit Agreement), by and among AGCO Corporation, a  Delaware corporation (“AGCO”) and AGCO International Holdings B.V., a Dutch company,  having its corporate seat in Grubbenvorst, the Kingdom of the Netherlands (“AGCO BV”; and  together with AGCO, collectively, the “Borrowers”), the Persons party thereto as Lenders  (collectively, the “Lenders”), and Coöperatieve Rabobank U.A., New York Branch, as  Administrative Agent (the “Administrative Agent”), and hereby requests pursuant to Section  2.13 of the Credit Agreement that the entity described below (the “Applicant Borrower”) to be  joined as a “Borrower” under the Credit Agreement as of [_________ ___, 20___]12 (the  “Proposed Effective Date”) and sets forth below the following information:  1. Name of Entity: [__________________________]  2. Jurisdiction of Organization:  [__________________________]  3. Address of Chief Executive Office/  Principal Place of Business:  [__________________________]  The undersigned hereby certifies that (a) the Applicant Borrower is a Wholly Owned  Subsidiary of AGCO, (b) no event has occurred and is continuing, or would result from the  Applicant Borrower being joined as a “Borrower” under the Credit Agreement, that constitutes  or would constitute a Default or Event of Default and (c) attached hereto as Annex 1 is the  Designated Borrower Assumption Agreement duly executed by the Borrowers and the Applicant  Borrower. 12 The Proposed Effective Date must be at least sixty (60) days from the date of the Designated  Borrower Request, unless otherwise agreed by the Administrative Agent in its sole discretion.  





 






\\4157-1107-4114  v16  Very truly yours,  AGCO CORPORATION  By:     Name:     Title:    





 






\\4157-1107-4114  v16  ANNEX 1  DESIGNATED BORROWER ASSUMPTION AGREEMENT THIS DESIGNATED BORROWER ASSUMPTION AGREEMENT (this  “Agreement”), is entered into as of [_________ ___, 20___], by and between  [_______________________, a ________________________] (the “Designated Borrower”)  and Coöperatieve Rabobank U.A., New York Branch, in its capacity as administrative agent (the  “Administrative Agent”) pursuant to the Credit Agreement (defined below).  W I T N E S S E T H:  WHEREAS, AGCO Corporation, a Delaware corporation (“AGCO”), AGCO  International Holdings B.V., a Dutch company, having its corporate seat in Grubbenvorst, the  Netherlands (“AGCO BV; and together with AGCO and each other Subsidiary of AGCO party  thereto from time to time as a “Borrower”, each individually an “Existing Borrower”, and  collectively, the “Existing Borrowers”), the Lenders party thereto from time to time, and the  Administrative Agent are parties to the Amended and Restated Credit Agreement dated as of  December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to  time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the  meanings ascribed to such terms in the Credit Agreement); and  WHEREAS, the Designated Borrower satisfies the requirements to become a “Borrower”  under the Credit Agreement as set forth in Section 2.13 of the Credit Agreement and the same  may be accomplished by the execution and delivery of this Agreement to, and the acceptance  thereof by, the Administrative Agent; and  WHEREAS, concurrent with the execution and delivery of this Agreement to the  Administrative Agent, the Designated Borrower hereby unconditionally and expressly assumes  all of the Obligations of a Borrower pursuant to the Credit Agreement and the other Loan  Documents.  NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein  contained, and for other good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the Designated Borrower hereby agrees with the Administrative  Agent, for its benefit and the benefit of the Lenders and the Issuing Banks, as follows:  1. Assumption.  The Designated Borrower hereby acknowledges, agrees and  confirms that, by its execution of this Agreement, the Designated Borrower will be deemed to be  a party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement, and  shall have assumed all of the Obligations of a Borrower thereunder as if it had executed the  Credit Agreement.   2. Covenants.  The Designated Borrower hereby ratifies, as of the date hereof, and  agrees to be bound by, all of the terms, provisions and conditions contained in the Credit  Agreement, including without limitation (a) all of the representations and warranties set forth in  Article 4 of the Credit Agreement as they relate to the Designated Borrower and (b) all of the  affirmative and negative covenants set forth in Articles 5 and 6 of the Credit Agreement.  Each  such representation, warranty and covenant are incorporated by reference herein in their entirety.  





 






\\4157-1107-4114  v16  Upon the effectiveness of this Agreement, Designated Borrower shall be entitled to exercise the  rights of a “Borrower” under the Credit Agreement and any other Loan Document subject to  Section 2.13 of the Credit Agreement. All references to “Borrower,” “Borrowers” and “Loan  Parties” in the Credit Agreement and each other Loan Document, or any document, instrument or  agreement executed and delivered, or to be executed or delivered in connection therewith, shall  be deemed to include the Designated Borrower unless the context otherwise clearly requires.  3. Designated Borrower Liability.  Without limiting the generality of the foregoing  terms contained in Paragraphs 1 and 2 above, the Designated Borrower (a) if a Domestic  Borrower, is hereby, jointly and severally together with the other Borrowers, liable to each  Lender, each Issuing Bank and the Administrative Agent for the prompt payment and  performance of the Obligations in full when due (whether at stated maturity, as a mandatory  prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof to the  extent set forth in Section 2.12 of the Credit Agreement and its Guaranty Agreement, and (b) if a  Foreign Subsidiary that is a Borrower, shall not have any liability for any Borrowing or other  liabilities under the Loan Documents by or of AGCO or any other Borrowing Subsidiary (except  as may otherwise be expressly provided in its Guaranty Agreement).  4. Consent.  Each Existing Borrower hereby consents to the Designated Borrower  becoming a “Borrower” under the Credit Agreement and the other Loan Documents.   5. Representations and Warranties.  The Designated Borrower is a corporation,  partnership or other legal entity duly organized or formed, validly existing and in good standing  (if applicable) under the laws of the jurisdiction of its organization, is duly qualified and in good  standing (if applicable) as a foreign corporation in each other jurisdiction in which it owns or  leases property or in which the conduct of its business requires it to so qualify or be licensed  except where the failure to so qualify or be licensed would not reasonably be expected to result  in a Material Adverse Effect, and has the requisite power and authority to own or lease and  operate its properties, to conduct its business as now being conducted and as proposed to be  conducted and to enter into and carry out the terms of this Agreement and the other Loan  Documents to which it is a party. The Designated Borrower (a) has the requisite power and  authority to execute, deliver and perform this Agreement and the other Loan Documents to  which it is a party and the other transactions contemplated thereby, and (b) is duly authorized to,  and has been authorized by all necessary corporate or other similar action, to execute, deliver and  perform this Agreement and the other Loan Documents to which it is a party.  Neither the  execution and delivery of this Agreement or the other Loan Documents to which it is a party, nor  the consummation of the transactions contemplated herein, nor performance of and compliance  with the terms and provisions hereof by the Designated Borrower will (i) contravene such  Designated Borrower’s charter or bylaws, (ii) violate any Applicable Law or any order of any  Governmental Authority, (iii) conflict with or result in the breach of, or constitute a default  under, any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other  instrument binding on or affecting such Designated Borrower, any of its Subsidiaries or any of  their properties or (iv) result in or require the creation or imposition of any Lien upon or with  respect to any of the properties of such Designated Borrower or any of its Subsidiaries.  No  authorization or approval or other action by, and no notice to or filing with, any Governmental  Authority or regulatory body or any other third party is required for the due execution, delivery  or performance by the Designated Borrower of this Agreement or any other Loan Document to  





 






\\4157-1107-4114  v16  which it is a party. This Agreement and the other Loan Documents to which it is a party have  been duly executed and delivered by the Designated Borrower. This Agreement and the other  Loan Documents to which it is a party are the legal, valid and binding obligation of the  Designated Borrower, enforceable against such Designated Borrower in accordance with their  terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium or other similar laws and principles of equity.  6. Additional Documents.  Upon the execution of this Agreement, the Designated  Borrower shall promptly execute and deliver to the Administrative Agent, such documents,  certificates and instruments as the Administrative Agent shall reasonably request (including any  opinions of counsel), in each case in form and substance satisfactory to the Administrative Agent  and the Required Lenders.  7. Binding Effect.  This Agreement shall be binding upon the Designated Borrower  and shall inure to the benefit of the Administrative Agent, the Issuing Banks and the Lenders,  together with their respective successors and assigns.  8. Governing Law.  This Agreement shall be governed by, and construed in  accordance with, the laws of the State of New York, without regard to the conflicts of law  principles thereof insofar as such principles would defer to the substantive laws of some other  jurisdiction.  9. Loan Document.  This Agreement shall be deemed to be a Loan Document for all  purposes under the Credit Agreement.  10. Counterparts.  This Agreement may be executed in multiple counterparts, each of  which shall be deemed to be an original and all of which, taken together, shall constitute one and  the same Agreement.  In proving this Agreement in any judicial proceedings, it shall not be  necessary to produce or account for more than one such counterpart signed by the party against  whom such enforcement is sought.  Any signatures delivered by a party by facsimile or other  electronic transmission shall be deemed an original signature hereto.  [Signature page follows]  





 






\\4157-1107-4114  v16  IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date  first written above.  [DESIGNATED BORROWER]  By:     Name:     Title:    ACCEPTED AND ACKNOWLEDGED  AS OF _________ ___, 20___  COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent   By:     Name:      Title:  By:     Name:      Title:  AGCO CORPORATION  By:     Name:      Title:  AGCO INTERNATIONAL HOLDINGS B.V.  By:     Name:      Title:  [OTHER EXISTING BORROWERS]  By:     Name:      Title:  





 






\\4157-1107-4114  v16  EXHIBIT D  Form of Designated Borrower Notice  DESIGNATED BORROWER NOTICE  [AGCO Corporation  4205 River Green Parkway  Duluth, Georgia 30096-2568]  and the Lenders (as defined in the Credit Agreement (defined below))  [_________ ____, 20___]  Ladies and Gentlemen:  The undersigned refers to the Amended and Restated Credit Agreement, dated as of  December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to  time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the  meanings ascribed to such terms in the Credit Agreement), by and among AGCO Corporation, a  Delaware corporation (“AGCO”) and AGCO International Holdings B.V., a Dutch company,  having its corporate seat in Grubbenvorst, the Kingdom of the Netherlands (“AGCO BV”; and  together with AGCO, collectively, the “Borrowers”), the Persons party thereto as Lenders, and  Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, and hereby gives  notice pursuant to Section 2.13 of the Credit Agreement that the undersigned hereby approves  the request of AGCO to join [__________________], a [________________] (the “Designated  Borrower”), as a “Borrower” under the Credit Agreement effective as of [_________ ___,  20___] (the “Effective Date”).   As of the Effective Date, the Designated Borrower shall be a “Borrower” for all purposes  under the Credit Agreement; provided, however, no Notice of Borrowing or Notice of Issuance  may be submitted by or on behalf of the Designated Borrower until three (3) Business Days after  the Effective Date.  Very truly yours,  COÖPERATIEVE RABOBANK U.A.,  NEW YORK BRANCH, as Administrative  Agent  By:     Name:     Title:    ACCEPTED AND ACKNOWLEDGED  AGCO CORPORATION  By:     Name:      Title:  





 






\\4157-1107-4114  v16  EXHIBIT E  Form of Notice of Incremental Facility  NOTICE OF INCREMENTAL FACILITY  Coöperatieve Rabobank U.A., New York Branch,  as Administrative Agent under the   Credit Agreement referred to below  245 Park Avenue  New York, New York  10167  Attn: Loan Syndications  Telecopy: (212) 808-2578  Telephone: (212) 808-6808  syndications.ny@rabobank.com [__________ _____, ____]  Ladies and Gentlemen:  Reference is made to that certain Credit Agreement dated as of December 19, 2022 (as  amended, restated, supplemented or otherwise modified from time to time, the “Credit  Agreement”; capitalized terms used herein but not defined herein shall have the meanings  ascribed to such terms in the Credit Agreement), by and among AGCO Corporation, a Delaware  corporation (“AGCO”), AGCO International Holdings B.V., a Dutch company, having its  corporate seat in Grubbenvorst, the Netherlands (“AGCO BV; and together with AGCO and each  other Subsidiary of AGCO party thereto from time to time as a “Borrower”, each a “Borrower”  and collectively, the “Borrowers”), the Lenders party thereto from time to time, and  Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent (the “Administrative  Agent”).  AGCO hereby gives binding notice, pursuant to Section 2.14(a) of the Credit  Agreement that it hereby requests [a Tranche of Incremental Term Loans under the Credit  Agreement be advanced to [insert name of relevant Borrower] (the “Incremental Borrower”),  and in that connection sets forth below the information relating to such Tranche of Incremental  Term Loans (the “Proposed Borrowing”)]/ [an Incremental Revolving Commitment, and in that  connection sets forth below the information relating to such Incremental Revolving Commitment  (the “Proposed Increase”)], as required by Section 2.14(a) of the Credit Agreement:  1. The [Tranche of Incremental Term Loans to be borrowed]/[requested  Incremental Revolving Commitment] is in an aggregate principal amount of  $[___________]13.    2. The date of the Proposed [Borrowing]/[Increase] is [_________ ___, 20___]14.  13 The Tranche of Incremental Term Loans or Requested Incremental Revolving Commitment, as  the case may be, must be in a minimum principal amount of $100,000,000 and integral multiples  of $50,000,000 in excess thereof.  14 Such date shall be at least 15 Business Days from the date of delivery of the Notice of  Incremental Facility. 





 






\\4157-1107-4114  v16  3. [All Incremental Term Loans comprising the Tranche of the Proposed  Borrowing shall accrue interest at a per annum rate equal to the LIBO Rate plus an Applicable  Margin of [____]% for LIBO Rate Borrowings, and the Base Rate plus an Applicable Margin of  [____]% for Base Rate Borrowings, with such interest payable as set forth in the Credit  Agreement.]  4. [The maturity date of the Proposed Borrowing is [___________]15.]  5. [The Incremental Borrower shall repay the principal amount of the Incremental  Term Loans comprising the Tranche on the Maturity Date.]/[ The Incremental Borrower shall  repay the principal amount of the Incremental Term Loans comprising such Tranche (with such  payments being applied to all Incremental Term Loans comprising such Tranche on a pro rata  basis) on the principal payment dates below as follows: 16]  Principal Payment Date Amount of Installment  [_________, 20__] $[___________]  [_________, 20__] $[___________]  Proposed Borrowing maturity date $[___________]  6. The [Incremental Borrower]/[Borrower] shall pay to the Administrative  Agent, on behalf of the Lenders [funding]/[providing] the Proposed [Borrowing]/[Increase] on a  pro rata basis, [upfront/closing] fees in an amount equal to ___% of the amount of the Proposed  [Borrowing]/[Increase] on the date of the Proposed [Borrowing]/[Increase] referred to in  Paragraph 2 above.  7. [AGCO hereby requests that the Proposed Borrowing pursuant to this  notice be wired to the following account:  [Insert Wire Information]. ]   8. [The Tranche of Incremental Term Loans advanced in connection with the  Proposed Borrowing shall be identified as Tranche No. [___].]  AGCO hereby certifies to the Administrative Agent and the Lenders that the following  statements are true on the date hereof, before and after giving effect to the Proposed  [Borrowing]/[Increase (as if fully drawn)]:  (A) the representations and warranties contained in each Loan Document are  correct on and as of the date hereof, before and after giving effect to the Proposed  [Borrowing]/[Increase (as if fully drawn)] and to the application of the proceeds  therefrom, as though made on and as of such date, other than as permitted by Section 4.2  of the Credit Agreement; and  15 The maturity date of the Proposed Borrowing shall not be earlier than the Maturity Date. 16 No Tranche of Incremental Term Loans shall have any scheduled amortization or other principal  payments that is greater than ten (10%) of the original principal amount thereof in any fiscal year. 





 






\\4157-1107-4114  v16  (B) no event has occurred and is continuing, or would result from such  Proposed [Borrowing]/[Increase (as if fully drawn)] or from the application of the  proceeds therefrom, that constitutes a Default or an Event of Default.  Concurrently with the delivery of this notice, Borrower has delivered to the  Administrative Agent the certificate of a Responsible Employee required by Section 2.14(a) of  the Credit Agreement.  Very truly yours,  AGCO CORPORATION  By:     Name:     Title: