d410012dex10121-FY14




EXHIBIT 10.12.1.
COMMITMENT INCREASE SUPPLEMENT


COMMITMENT INCREASE SUPPLEMENT, dated as of September 30, 2014, to the Four-Year Credit Agreement, dated as of April 1, 2011, as amended, supplemented or otherwise modified from time to time (the "Credit Agreement"), among MONSANTO COMPANY, a Delaware corporation (the "Borrower"), the Foreign Subsidiary Borrowers from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent (the "Administrative Agent"). Terms defined in the Credit Agreement shall have their defined meanings when used herein.


WITNESSETH:


WHEREAS, the Credit Agreement provides in Section 2.20 thereof that, at the request of the Borrower, any Lender may agree to increase its Commitment under the Credit Agreement by executing and delivering to the Administrative Agent written confirmation of such agreement; and


WHEREAS, each of the undersigned Lenders now desires to increase its Commitment under the Credit Agreement;


NOW, THEREFORE, each of the undersigned hereby agrees as follows:


1.The Increase Date is September 30, 2014.


2.The aggregate Commitment Increase is $500,000,000.


3.Each of the undersigned Lenders agrees that its Commitment shall be increased as specified on Annex A hereto effective as of the Increase Date. The allocation of the Commitment Increase among the Lenders has been made as agreed between the Borrower and the Administrative Agent (not exceeding the Designated Increase specified by any Lender), as provided in Section 2.20(b) of the Credit Agreement.


4.The Termination Date shall continue to be April 1, 2016, unless subsequently increased pursuant to Section 2.21 of the Credit Agreement.


5.The Borrower hereby represents and warrants that (i) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations and warranties set forth in subsection (e) and (f)(i)) are true and correct as of the date hereof and (ii) no event has occurred and is continuing, or would result from the Commitment Increase contemplated hereby, that constitutes a Default.


6.This Commitment Increase Supplement shall become effective upon the receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent: (i) certified copies of resolutions of the board of directors of the Borrower or a committee of such board, or by a duly authorized officer of the Borrower, approving this Commitment Increase and the corresponding modifications to the Credit Agreement, (ii) an opinion of counsel for the Borrower, (iii) this Commitment Increase Supplement, duly executed by each of the parties hereto, (iv) confirmation that (a) there are no Revolving Credit Advances or Letters of Credit outstanding on the Increased Date and (b) all interest and fees due and payable prior to the Increase Date have been paid and (v) any other documents or instruments reasonably requested by the Administrative Agent in connection with this Commitment Increase.




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7.From the Increase Date until the Termination Date, all Revolving Credit Advances shall be made in accordance with the aggregate Commitments of the Lenders after giving effect to the Commitment Increase.


8.Pursuant to Section 2.20(e), the Administrative Agent and the Borrower hereby agree that this Commitment Increase Supplement shall supplement the Credit Agreement (and be deemed to be part of the Credit Agreement for all purposes under the Credit Agreement) and the provisions of Sections 9.03, 9.04, 9.08, 9.09, 9.10, 9.11 and 9.13 shall apply to this Commitment Increase Supplement to the same extent as though this Commitment Increase Supplement were the Credit Agreement.


9.The execution, delivery and effectiveness of this Commitment Increase Supplement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. The Credit Agreement and each of the other Loan Documents, as modified by this Commitment Increase Supplement, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.




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IN WITNESS WHEREOF, each of the undersigned has caused this Commitment Increase Supplement to be executed and delivered by a duly authorized officer on the date first above written.




	
		
	BANK OF AMERICA, NA., as a Lender




By:   /s/ DARREN BIELAWSKI
Name:  Darren Bielawski
Title:  Vice President
	THE ROYAL BANK OF SCOTLAND plc, as a Lender


By:   /s/ WILLIAM MCGINTY
Name:  William McGinty
Title:  Director

	CITIBANK, N.A., as a Lender


By:   /s/ MICHAEL VONDRISKA
Name:  Michael Vondriska
Title:  Vice President


	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND" NEW YORK BRANCH, as a Lender


By:   /s/ JOHN L. CHURCH
Name:  John L. Church
Title:  Managing Director

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender


By:   /s/ MARK S. CAMPBELL
Name:  Mark S. Campbell
Authorized Signatory
	

By:   /s/ JEFF BLISS
Name:  Jeff Bliss 
Title:  Vice President



	BARCLAYS BANK PLC, as a Lender


By:    /s/ VANESSA A. KURBATSKIY
Name:  Vanessa A. Kurbatskiy
Title:  Vice President
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender


By:   /s/ MIKE MCINTYRE
Name:  Mike McIntyre
Title:  Director

	GOLDMAN SACHS BANK USA, as a Lender


By:   /s/ REBECCA KRATZ
Name:  Rebecca Kratz
Title:  Authorized Signatory


	

By:   /s/ AARON SANSONE
Name:  Aaron Sansone
Title:  Vice President

	MORGAN STANLEY BANK, N.A., as a Lender


By:   /s/ MICHAEL KING
Name:  Michael King
Title:  Authorized Signatory
	MIZUHO BANK (USA), as a Lender


By:   /s/ DAVID LIM
Name:  David Lim
Title:  Senior Vice President










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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender


By:    /s/ PETER KIEDROWSKI
Name:  Peter Kiedrowski 
Title:  Director  
	STANDARD CHARTERED BANK, as a Lender


By:    /s/ STEVEN ALOUPIS
Name:  Steven Aloupis
Title:  Managing Director

	BANCO SANTANDER, SA., NEW YORK BRANCH as a Lender


By:   /s/ RITA WALZ-CUCCIOLI
Name:  Rita Walz-Cuccioli 
Title:  Executive Director
	By:    /s/ HSING H. HUANG
Name:  Hsing H. Huang
Title:  Associate Director



	By:   /s/ TERENCE CORCORAN
Name:  Terence Corcoran 
Title:  Senior Vice President
	UNICREDIT BANK AG, New York Branch,
as a Lender


By:    /s/ JEFFREY B. FERRIS
Name:  Jeffrey B. Ferris
Title:  Director

	THE BANK OF NEW YORK MELLON, as a Lender


By:    /s/ WILLIAM M. FEATHERS
Name:  William M. Feathers
Title:  Vice President 
	

By:    /s/ KEN HAMILTON
Name:  Ken Hamilton
Title:  Manager Director

	FIFTH THIRD BANK, as a Lender


By:   /s/ MARK STAPLETON
Name:  Mark Stapleton
Title:  Vice President


	COBANK, ACB, as a Lender


By:    /s/ KYLE WEAVER
Name:  Kyle Weaver
Title:  Vice President

	THE NORTHERN TRUST COMPANY, as a Lender


By:    /s/ JAMES SHANEL
Name:  James Shanel
Title:  Vice President 


	MONSANTO COMPANY


By:   /s/ TOM D. HARTLEY
Name:  Tom D. Hartley
Title:  Vice President and Treasurer

	SOCIETE GENERALE, as a Lender


By:    /s/ DIEGO MEDINA
Name:  Diego Medina
Title:  Director
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender


By:   /s/ PETER S. PREDUN
Name:  Peter S. Predun
Title:  Executive Director










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Annex A
Commitment Increase
	
				
	Lender
	Existing Commitment
	Amount of Commitment Increase
	New Total Commitment

	JPMorgan Chase Bank, N.A. 
	$180,000,000
	$45,000,000
	$225,000,000

	Bank of America, N.A. 
	$180,000,000
	$45,000,000
	$225,000,000

	Citibank, N.A. 
	$180,000,000
	$45,000,000
	$225,000,000

	The Bank of Tokyo-Mitsubishi UFJ, Ltd. 
	$139,000,000
	$34,750,000
	$173,750,000

	Barc1ays Bank PLC 
	$139,000,000
	$34,750,000
	$173,750,000

	Goldman Sachs Bank USA 
	$139,000,000
	$34,750,000
	$173,750,000

	Morgan Stanley Bank, N.A. 
	$139,000,000
	$34,750,000
	$173,750,000

	The Royal Bank of Scotland plc
	$139,000,000
	$34,750,000
	$173,750,000

	Coöperatieve Centrale Raiffeisen-boerenleenbank B.A., "Rabobank Nederland", New York Branch
	$85,000,000
	$21,250,000
	$106,250,000

	Credit Agricole Corporate and Investment Bank 
	$85,000,000
	$21,250,000
	$106,250,000

	Mizuho Bank (USA) 
	$85,000,000
	$21,250,000
	$106,250,000

	Wells Fargo Bank, National Association
	$85,000,000
	$21,250,000
	$106,250,000

	Banco Santander, SA, New York Branch 
	$55,000,000
	$13,750,000
	$68,750,000

	The Bank of New York Mellon 
	$55,000,000
	$13,750,000
	$68,750,000

	Fifth Third Bank 
	$55,000,000
	$13,750,000
	$68,750,000

	The Northern Trust Company
	$55,000,000
	$13,750,000
	$68,750,000

	Societe Generale 
	$55,000,000
	$13,750,000
	$68,750,000

	Standard Chartered Bank 
	$55,000,000
	$13,750,000
	$68,750,000

	UniCredit Bank AG, New York Branch 
	$55,000,000
	$13,750,000
	$68,750,000

	CoBank, ACB 
	$40,000,000
	$10,000,000
	$50,000,000

	TOTAL 
	$2,000,000,000
	$500,000,000
	$2,500,000,000