creditagreementdatedasof






UniCredit Uncommitted MML Template  10208387728-v5 70-40708887  AGCO INTERNATIONAL GMBH  AND  UNICREDIT BANK AG, LONDON BRANCH  AS BANK  UNCOMMITTED MONEY MARKET LOAN  FACILITY  DATED  June 27, 2022 Exhibit 10.1 





 






         10208387728-v5  70-40708887    CONTENTS  Clause Page  1. Definitions and Interpretation ........................................................................................... 1  2. The Facility ........................................................................................................................ 7  3. Bank's Discretion ............................................................................................................... 7  4. Conditions Precedent ......................................................................................................... 7  5. Loan ................................................................................................................................... 7  6. Facility Amount ................................................................................................................. 8  7. Repayment ......................................................................................................................... 8  8. Prepayment and Cancellation ............................................................................................ 9  9. Interest ............................................................................................................................... 9  10. Costs and Expenses ........................................................................................................... 9  11. Payments ........................................................................................................................... 9  12. Increased Costs and Indemnities ..................................................................................... 11  13. Representations ............................................................................................................... 13  14. Undertakings ................................................................................................................... 15  15. Notices ............................................................................................................................. 18  16. Assignment and Transfer ................................................................................................. 19  17. Disclosure of Information ............................................................................................... 19  18. Partial Invalidity .............................................................................................................. 19  19. Rights and Remedies ....................................................................................................... 20  20. Entire Agreement ............................................................................................................ 20  21. Counterparts .................................................................................................................... 20  22. Governing Law and Jurisdiction ..................................................................................... 20  23. Contractual Recognition of Bail In ................................................................................. 20      





 






         10208387728-v5 - 1 - 70-40708887    This Agreement is dated       and made between:  (1)     AGCO International GmbH with its principal place of business at Victor Von Bruns- Strasse 17, 8212 Neuhausen am Rheinfall, Switzerland, Swiss company registration no.  CHE-1113.744.501 (the "Borrower"); and  (2) UniCredit Bank AG, London Branch, the branch office of UniCredit Bank AG (a  company limited by shares incorporated under the laws of Germany registered in the  commercial register of the local court of Munich under number HRB42148) with  registered branch number BR001757 and whose registered address is Moor House, 120  London Wall, London EC2Y 5ET (the "Bank").  1. DEFINITIONS AND INTERPRETATION  1.1 Definitions:  In this Agreement:  "€", “EUR” and "euro" denote the single currency of the Participating Member States.  "£", “GBP” and "sterling" denote the lawful currency of the United Kingdom.  "$", "USD" and "dollars" denote the lawful currency of the United States of America.  "Affiliate" means, in relation to a person, a Subsidiary of that person or a Holding  Company of that person or any other Subsidiary of that Holding Company.  "Aggregate Outstandings" means, at any time, the aggregate of the equivalents (as  calculated by the Bank) in the Base Currency of the amounts outstanding under the  Facility, calculated, where applicable, by reference to the Base Currency Equivalent of  the amount in question and so that, where the calculation is made for the purpose of  determining whether or not a Loan may be made, such calculation shall be made as if  the relevant Loan had taken place.  "Anti-Corruption Laws" means all laws, rules, and regulations applicable to, and  binding on, the Borrower or any of its Subsidiaries concerning or relating to bribery or  corruption.  "Bail-in Legislation" means in relation to a member state of the European Economic  Area which has implemented, or which at an time implements, the BRRD, the BRRD,  the SRMR, the relevant national implementing laws, regulations, rules, regulatory  technical standards or requirements.  "Bail-in Powers" means any write-down and conversion powers which can be  exercised by the Relevant Resolution Authority in a resolution scenario under the Bail- in Legislation, including, without limitation:  (i) the power to reduce, including to reduce to zero, the principal amount of  or outstanding amount due in respect of eligible liabilities, of an  institution under resolution;  





 






         10208387728-v5 - 2 - 70-40708887    (ii) the power to convert eligible liabilities of an institution under resolution  into ordinary shares or other instruments of ownership of that institution  or entity subject to Bail-In Legislation, a relevant parent institution or a  bridge institution to which assets, rights or liabilities of the institution or  the entity subject to Bail-In Legislation are transferred;  (iii) the power to cancel debt instruments issued by an institution under  resolution except for secured liabilities subject to general exclusion from  bail-in tools pursuant to the BRRD; and  (iv) the power to amend or alter the maturity of debt instruments and other  eligible liabilities issued by an institution under resolution or amend the  amount of interest payable under such instruments and other eligible  liabilities, or the date on which the interest becomes payable, including  by suspending payment for a temporary period, except for secured  liabilities subject to general exclusion from bail-in tools pursuant to the  BRRD.  "Base Currency" means euro.   "Base Currency Equivalent" means, at any time in respect of any amount  denominated or expressed in a currency other than the Base Currency, that amount  converted into the Base Currency at the Spot Rate.  "Base Rate" means in respect of any Loan, the rate notified to the Borrower by the  Bank in writing (including, for the avoidance of doubt, by e-mail) prior to drawdown  of that Loan as being the Bank's base lending rate and if that rate is less than zero, the  Base Rate shall be deemed to be zero.  "Blocking Law" means:  (a) any provision of Council Regulation (EC) No 2271/1996 of 22  November 1996 (or any law or regulation implementing such  Regulation in any member state of the EU or the United Kingdom  (including as it forms part of domestic law of the United Kingdom by  virtue of the European Union (Withdrawal) Act 2018));  (b) section 7 of the German Foreign Trade Ordinance  (Außenwirtschaftsverordnung); or  (c) any similar blocking or anti-boycott laws or regulations.  "Break Costs" means the amount (if any) by which:  (a) the interest which the Bank should have received for the period from the  date of receipt of all or any part of a Loan or other unpaid sum to the last  day of the current Interest Period in respect of that Loan or other unpaid  sum, had the principal amount or unpaid sum received been paid on the  last day of that Interest Period;  





 






         10208387728-v5 - 3 - 70-40708887    exceeds:  (b) the amount which the Bank would be able to obtain by placing an  amount equal to the principal amount or unpaid sum received by it on  deposit with a leading bank for a period starting on the Business Day  following receipt or recovery and ending on the last day of the current  Interest Period.  "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and  resolution of credit institutions and investment firms, as amended.  "BRRD Liability" means a liability of the Bank under this Agreement in respect of  which the relevant write down and conversion powers may be exercised.  "Business Day" means:  (a) a day (other than Saturday or Sunday) on which banks are open for  general business in London and Zurich, Switzerland; and  (b) in relation to any date for payment or purchase of a currency other than  the Base Currency, any day on which the principal financial centre of  the country of that currency is open for general business.  "Drawdown Request" means a notice delivered (whether verbally or in writing) by the  Borrower to the Bank which complies with the conditions set out in Clause 5 (Loan).  "Expiry Date" means 31st December 2026 (or such other date on which the Bank  notifies the Borrower in writing that the Agreement is terminated).   "Facility" means the uncommitted money market loan facility made available under  this Agreement, as described in Clause 2 (The Facility).  "Facility Amount" means €100,000,000, to the extent not utilised in any manner,  cancelled or reduced under this Agreement.  "Finance Document" means this Agreement, any written Drawdown Request, any  Guarantee, and any other document designated as such by the Bank and the Borrower.  "Group" means the Parent and each of its Subsidiaries for the time being.  "Guarantee" if applicable, means the guarantee issued by the Guarantor in favour of  the Bank guaranteeing the obligations of the Borrower under this Agreement entered  into on or around the date of this Agreement.  "Guarantor" means AGCO Corporation.   "Holding Company" means, in relation to a person, any other person in respect of  which it is a Subsidiary.  "Interest Period" means:  (a) in respect of dollars, two weeks / one month / three months;  





 






         10208387728-v5 - 4 - 70-40708887    (b) in respect of euro, one week / one month / three months; and  (c) in respect of sterling, one week / one month / two months / three months.  "Loan" means a loan made or to be made under this Facility or the principal amount  outstanding for the time being of that loan.  "Material Adverse Effect" means a material adverse effect on:  (a) the business, operations, property, condition (financial or otherwise) or  prospects of the Group taken as a whole;  (b) the ability of the Borrower and the Group taken as a whole to perform the  payment obligations under any Finance Document; or  (c) the validity or enforceability of any Finance Document or the rights or remedies  of the Bank under any Finance Document.  "Money Laundering Laws" has the meaning give to it in Clause 13.10 (Anti-Money  laundering).  "OFAC" means the Office of Foreign Assets Control of the United States Department  of the Treasury.  "Optional Currency" if applicable, means any currency which is readily available in  the amount required and freely convertible into the Base Currency in the wholesale  market for that currency.  "Parent" means AGCO Corporation.   "Participating Member State" means any member state of the European Union that  has the euro as its lawful currency in accordance with legislation of the European Union  relating to Economic and Monetary Union.  "Relevant Market" means:  (a) in relation to euro, the European interbank market; and  (b) in relation to dollars, the London interbank market.  "Relevant Resolution Authority" means the resolution authority with the ability to  exercise any Bail-in Powers in relation to the BRRD Liability of this Agreement.  "Restricted Party" means a person:  (a) listed on, or owned or controlled (as such terms are used in the relevant guidance  to applicable Sanctions or by any Sanctions Authority) by a person who is listed  on, any Sanctions List;  (b) located in or organised under the laws of a country or territory which is a subject  of country-wide or territory-wide Sanctions, (at the time of this Agreement,  





 






         10208387728-v5 - 5 - 70-40708887    Cuba, Iran, North Korea, Syria, the Crimea region, Sevastopol, Luhansk and  Donezk);  (c) a government, or agency or instrumentality owned or controlled by a  government, of a country or territory referred to in paragraph (b) above; or  (d) otherwise the subject of Sanctions.  "Qualifying Bank" means a person or entity (including any commercial bank or  financial institution (irrespective of its jurisdiction of organization)) which effectively  conducts banking activities with its own infrastructure and staff as its principal business  purpose and which has a banking license in full force and effect issued in accordance  with the banking laws in force in its jurisdiction of incorporation, or if acting through a  branch, issued in accordance with the banking laws in the jurisdiction of such branch.  "Restricted Transaction" has the meaning given to it in Clause 14.7.2.  "Sanctions" means any trade, economic or financial sanctions laws, regulations,  embargoes or restrictive measures administered, imposed, enacted or enforced by a  Sanctions Authority.  "Sanctions Authority" means:  (a) the Security Council of the United Nations;  (b) the United States of America;  (c) the United Kingdom;  (d) the European Union; and  (e) the governments and official institutions or agencies of any of paragraphs (a)  through (d) above, including OFAC, the United States Department of State, Her  Majesty's Treasury and the Department of International Trade of the United  Kingdom.  "Sanctions List" means any of the lists of specially designated nationals or designated  or sanctioned persons issued by any Sanctions Authority, each as amended,  supplemented or substituted from time to time, including the Specially Designated  Nationals and Blocked Persons list maintained by OFAC and the Consolidated List of  Financial Sanctions Targets issued by Her Majesty's Treasury.  "Spot Rate" means in respect of any day, the Bank's spot rate of exchange for the  purchase of the relevant currency with the Base Currency at or about 11 a.m. on a  particular day.  "Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies  Act 2006.  "Swiss Federal Tax Administration" means the tax authorities referred to in Article  34 of the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz  über die Verrechnungssteuer, SR 642.21).  





 






         10208387728-v5 - 6 - 70-40708887    "Swiss Withholding Tax" means the tax levied pursuant to the Swiss Federal Act on  Withholding Tax (Bundesgesetz über die Verrechnungssteuer vom 13. Oktober 1965,  SR 642.21), together with the related ordinances, regulations and the guidelines, all as  amended and applicable from time to time.  "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar  nature (including any penalty or interest payable in connection with any failure to pay  or any delay in paying any of the same).  1.2 Construction   Unless a contrary indication appears, any reference in this Agreement to:  (a) this "Agreement" or any other agreement or instrument is a reference to  this Agreement or other agreement or instrument as amended, novated,  supplemented, extended or restated;  (b) "assets" includes present and future properties, revenues and rights of  every description;  (c) "Bank" shall be construed so as to include its successors in title,  permitted assigns and permitted transferees to, or of, its rights and/or  obligations under the Finance Documents;  (d) a "certified copy" of a document to be produced by or in relation to a  company are references to a copy of that document which has been  certified by an authorised officer of the Borrower as being true, complete  and up-to-date;  (e) a "Finance Document" or any other agreement or instrument is a  reference to that Finance Document or other agreement or instrument as  amended, novated, supplemented, extended or restated;  (f) "indebtedness" includes any obligation (whether incurred as principal  or as surety) for the payment or repayment of money, whether present  or future, actual or contingent;  (g) a "person" includes any individual, firm, company, corporation,  government, state or agency of a state or any association, trust, joint  venture, consortium, partnership or other entity (whether or not having  separate legal personality);  (h) a "regulation" includes any regulation, rule, official directive, request  or guideline (whether or not having the force of law) of any  governmental, intergovernmental or supranational body, agency,  department or of any regulatory, self-regulatory or other authority or  organisation;  (i) a provision of law or regulation is a reference to that provision as  amended or re-enacted; and  (j) a time of day is a reference to London time.  





 






         10208387728-v5 - 7 - 70-40708887    1.2.2 Section, Clause, Schedule and Annex headings are for ease of reference only.  1.2.3 Unless a contrary indication appears, a term used in any other Finance  Document or in any notice given under or in connection with any Finance  Document has the same meaning in that Finance Document or notice as in this  Agreement.  1.3 Third party rights  A person who is not a party has no right under the Contracts (Rights of Third Parties)  Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.  2. THE FACILITY  Subject to the terms of this Agreement, the Bank provides the Borrower with an  uncommitted money market loan facility in an aggregate amount equal to the Facility  Amount.  3. BANK'S DISCRETION  The Bank shall be entitled to either make available, or decline to make available, any  Loan requested by the Borrower in accordance with this Agreement and,  notwithstanding any other provision of the Finance Documents, nothing in any Finance  Document shall commit the Bank to make available any Loan requested by the  Borrower in accordance with this Agreement.  4. CONDITIONS PRECEDENT  4.1 Initial Conditions Precedent  The Borrower may not deliver a Drawdown Request unless the Bank has received the  documents and other evidence specified in Annex 1 in form and substance satisfactory  to it.  5. LOAN   5.1 Without prejudice to Clause 3 (Bank's Discretion), the Borrower may request that the  Bank makes a Loan available to it by providing the Bank not less than 1 Business Day’s  prior notice.   5.2 A Drawdown Request may be made by the Borrower verbally or in writing to the Bank's  Corporate Treasury Sales (Dealer) or in accordance with such other notice details as the  Bank may from time to time advise to the Borrower in writing. The Bank may accept  and rely on telephone or electronic mail communications received by the Bank  purporting to be given by a duly authorised officer of the Borrower.  5.3 Each Drawdown Request shall be irrevocable and must specify (whether verbally or in  writing):  5.3.1 the requested date on which that Loan is to be made (which must be a Business  Day and must be prior to the Expiry Date);  





 






         10208387728-v5 - 8 - 70-40708887    5.3.2 the amount of the requested drawdown of that Loan (which must be at least € 1  million (or its equivalent in any applicable Optional Currency (as calculated in  accordance with the Base Currency Equivalent)) or, if less, the Facility Amount);   5.3.3 the currency of that Loan (which must either be the Base Currency or an  Optional Currency); and   5.3.4 the requested Interest Period of that Loan (which must comply with the Interest  Periods available for selection in respect of that currency as set out in the  definition of Interest Period).  5.4 Only one Loan may be requested in each Drawdown Request.  5.5 A Loan has one Interest Period only.  5.6 The proceeds of each Loan shall be credited to such account(s) as the Borrower shall  from time to time advise the Bank in writing.  6. FACILITY AMOUNT  6.1 The Facility shall be immediately cancelled on the Expiry Date.  Notwithstanding any other rights or remedies available to the Bank and the Borrower's  other obligations under the Finance Documents, the Bank may, at any time, by written  notice to the Borrower cancel the whole or any part of the Facility, whereupon it shall  immediately be cancelled; and/or  6.1.1 declare that all or part of the Loans, together with accrued interest, and all other  amounts accrued or outstanding under the Finance Documents be immediately  due and payable, whereupon they shall become immediately due and payable;  and/or  6.1.2 declare that all or part of the Loans be payable on demand, whereupon they shall  immediately become payable on demand by the Bank.  6.2 If, at any time, the Bank determines for any reason (including, without limitation, as a  result of a change in the Base Currency Equivalent of any Loan) that the Aggregate  Outstandings exceed the Facility Amount (such difference being the "Excess"), the  Bank may (without prejudice to any of its other rights under this Agreement) by notice  to the Borrower require that the Borrower prepays all or part of the Loans in an amount  equal to the Excess within three Business Days of the Bank providing written notice to  the Borrower.  7. REPAYMENT   7.1 The Borrower shall repay each Loan on the last day of its Interest Period.  7.2 Subject always to Clause 10.1, the Borrower may prepay any Loan in whole or in part,  subject to a minimum amount of €1,000,000, by giving the Bank not less than 5  Business Days’ notice.   





 






         10208387728-v5 - 9 - 70-40708887    7.3 The Borrower may make a maximum of 5 prepayments per calendar year, or such  additional number of prepayments as may be agreed between the Borrower and the  Bank.  7.4 Any repayment or prepayment under this Agreement shall be made together with  accrued interest on the amount repaid or prepaid and, subject to any Break Costs,  without premium or penalty.  8. PREPAYMENT AND CANCELLATION  8.1 Illegality   If, in any applicable jurisdiction, it becomes unlawful for the Bank to perform any of  its obligations as contemplated by any Finance Document or to fund or maintain its  participation in any Loan:  8.1.1 the Bank shall promptly notify the Borrower upon becoming aware of that event;  8.1.2 upon the Bank notifying the Borrower, the Facility will be immediately  cancelled; and  8.1.3 the Borrower shall repay each Loan on the last day of the Interest Period  occurring after the Bank has notified the Borrower, or, if earlier, the date  specified by the Bank in the notice delivered to the Borrower.  9. INTEREST  9.1 The Borrower shall pay accrued interest on each Loan on the last day of each Interest  Period.  9.2 The rate of interest on each Loan for each Interest Period is the percentage rate per  annum which is equal to the Base Rate.  9.3 If the Borrower fails to pay any amount payable by it under any Finance Document by  its due date, the Bank shall charge interest on the overdue amount at 2% per annum  higher than the rate which would have otherwise been payable if the overdue amount  constituted a Loan under this Agreement, from the due date up to the date of actual  payment (both before and after judgment). Any interest accruing under this Clause 9.3  shall be immediately payable by the Borrower on demand by the Bank.  10. COSTS  10.1 Break Costs  If any part of any Loan is prepaid or repaid prior to the last day of an Interest Period,  the Borrower will pay to the Bank the Break Costs on demand.  11. PAYMENTS  11.1 Payments  





 






         10208387728-v5 - 10 - 70-40708887    All payments by the Borrower under any Finance Document shall be made, without  set-off or counterclaim and, subject to Clause 11.2 (Grossing-up), free and clear of any  deductions or withholdings in the Base Currency, in same day funds or where the  payment is required by any Finance Document to be made in an Optional Currency, in  immediately available funds (or such others funds as may then be customary for the  settlement of international banking transactions in the relevant currency) on the due  date to the account notified to the Borrower by the Bank for this purpose.  11.2 Grossing-up  If at any time the Borrower is required by law to make any deduction or withholding in  respect of any Taxes from any payment under any Finance Document or in respect of a  Loan, the sum due from the Borrower in respect of such payment shall be increased to  the extent necessary to ensure that, after the making of such deduction or withholding,  the Bank receives on the relevant due date and retains (free from any liability in respect  of such deduction or withholding) a net sum equal to the sum which the Bank would  have received had no such deduction or withholding been required to be made. The  Borrower shall promptly deliver to the Bank receipts, certificates or other proof  evidencing the amounts (if any) paid or payable in respect of any such deduction or  withholding.  11.3 Business Days  11.3.1 Any payment under any Finance Document which is due to be made on a day  that is not a Business Day shall be made on the next Business Day in the same  calendar month (if there is one) or the preceding Business Day (if there is not).  11.3.2 During any extension of the due date for payment of any principal or unpaid  sum under any Finance Document, interest is payable on the principal or unpaid  sum at the rate payable on the original due date.  11.4 Accounts  In any litigation or arbitration proceedings arising out of or in connection with any  Finance Document, the entries made in the accounts maintained by the Bank are prima  facie evidence of the matters to which they relate.  11.5 Certificates and Determinations  Any certification or determination by the Bank of a rate or amount under any Finance  Document is, in the absence of manifest error, conclusive evidence of the matters to  which it relates.  11.6 Day count convention  Any interest, commission or fee accruing under a Finance Document will accrue from  day to day and the amount of any such interest, commission or fee is calculated on the  basis of the actual number of days elapsed and a year of 360 days (or, in any case where  the practice in the Relevant Market differs, in accordance with that market practice).  11.7 Set-Off  





 






         10208387728-v5 - 11 - 70-40708887    11.7.1 The Bank may set off any matured obligation due from the Borrower under any  Finance Document (to the extent beneficially owned by the Bank) against any  matured obligation owed by the Bank to the Borrower, regardless of the place  of payment, booking branch or currency of either obligation. If the obligations  are in different currencies, the Bank may convert either obligation at a market  rate of exchange in its usual course of business for the purpose of the set-off.  11.7.2 All payments to be made by the Borrower under any Finance Document shall  be calculated and be made without (and free and clear of any deduction for) set- off or counterclaim.  11.8 Final Maturity   Without prejudice to Clause 6.1, the Borrower shall repay all outstanding Loans and all  interest, fees and other sums (if any) then owing to Bank no later than the Expiry Date.  12. INCREASED COSTS AND INDEMNITIES  12.1 Increased costs    (i) Not Used.  12.2 Exception to Increased costs   Nothing in Clause 12.1 (Increased costs) shall entitle the Bank to compensation for any  such increased cost, reduction, payment or foregone return to the extent that the same  is the subject of an additional payment under Clause 11.2 (Grossing-up).  12.3 Indemnities  Currency indemnity  12.3.1 If any sum due from the Borrower under any Finance Document (a "Sum"), or  any order, judgment or award given or made in relation to a Sum, has to be  converted from the currency (the "First Currency") in which that Sum is  payable into another currency (the "Second Currency") for the purpose of:  (a) making or filing a claim or proof against the Borrower;  (b) obtaining or enforcing an order, judgment or award in relation to any  litigation or arbitration proceedings,  the Borrower shall as an independent obligation, within three Business Days of  demand, indemnify the Bank against any cost, loss or liability arising out of or  as a result of the conversion including any discrepancy between (A) the rate of  exchange used to convert that Sum from the First Currency into the Second  Currency and (B) the rate or rates of exchange available to that person at the  time of its receipt of that Sum.  12.3.2 The Borrower waives any right it may have in any jurisdiction to pay any  amount under any Finance Document in a currency or currency unit other than  that in which it is expressed to be payable.  





 






         10208387728-v5 - 12 - 70-40708887    12.4 Other indemnities  12.4.1 The Borrower shall, within three Business Days of demand, indemnify the Bank  against any cost, loss or liability incurred by it as a result of:  (a) a failure by the Borrower to pay any amount due under any Finance  Document on its due date;  (b) without prejudice to Clause 3 (Bank's Discretion), funding, or making  arrangements to fund a Loan requested by the Borrower but not made  by reason of the operation of any one or more of the provisions of any  Finance Document (other than by reason of default or negligence by the  Bank alone); or  (c) instructing lawyers, accountants, tax advisers, surveyors or other  professional advisers or experts as permitted under this Agreement in  connection with (a) and (b) above.  12.4.2 The obligations of the Borrower under this Clause will not be affected by any  act, omission, matter or thing which, but for this Clause, would reduce, release  or prejudice any of its obligations under this Clause (without limitation and  whether or not known to it or any other person) including:  (a) any time, waiver or consent granted to, or composition with, the  Borrower;  (b) the release of any other person under the terms of any composition or  arrangement with any creditor or any member of the Group;  (c) the taking, variation, compromise, exchange, renewal or release of, or  refusal or neglect to perfect, take up or enforce, any rights against, or  security over assets of, the Borrower or any non-presentation or non- observance of any formality or other requirement in respect of any  instrument or any failure to realise the full value of any security;  (d) any incapacity or lack of power, authority or legal personality of or  dissolution or change in the members or status of the Borrower;  (e) any amendment, novation, supplement, extension, restatement (however  fundamental and whether or not more onerous) or replacement of any  Finance Document or any other document or security including, without  limitation, any change in the purpose of, any extension of, or any  increase in, any facility or the addition of any new facility under this  Agreement or other document;  (f) any unenforceability, illegality or invalidity of any obligation of any  person under any Finance Document or any other document or security;  or  (g) any insolvency or similar proceedings.  





 






         10208387728-v5 - 13 - 70-40708887    13. REPRESENTATIONS  The Borrower makes the representations and warranties set out in this Clause 13 on the  date of this Agreement.  13.1 Status  13.1.1 It is a company with limited liability, duly incorporated and validly existing  under the law of Switzerland.  13.1.2 It and each of its Subsidiaries has the power to own its assets and carry on its  business as it is being conducted.  13.2 Binding obligations  The obligations expressed to be assumed by it in each Finance Document are legal,  valid, binding and enforceable obligations.  13.3 Non-conflict with other obligations  The entry into and performance by it of, and the transactions contemplated by, the  Finance Documents do not and will not conflict with:  13.3.1 any law or regulation applicable to it;  13.3.2 its or any of its Subsidiaries' constitutional documents; or  13.3.3 any agreement or instrument binding upon it or any of its Subsidiaries or any of  its or any of its Subsidiaries' assets.  13.4 Power and authority  It has the power to enter into, perform and deliver, and has taken all necessary action  to authorise its entry into, performance and delivery of, the Finance Documents and the  transactions contemplated by those Finance Documents.  13.5 Validity and admissibility in evidence  All authorisations required or desirable:  13.5.1 to enable it lawfully to enter into, exercise its rights and comply with its  obligations in the Finance Documents; and  13.5.2 to make the Finance Documents admissible in evidence in its jurisdiction of  incorporation,  have been obtained or effected and are in full force and effect.  13.6 No default  No event or circumstance is outstanding which constitutes a default under any other  agreement or instrument which is binding on it or any of its Subsidiaries or to which its  





 






         10208387728-v5 - 14 - 70-40708887    (or any of its Subsidiaries') assets are subject which might have a Material Adverse  Effect.  13.7 Pari passu ranking  Its payment obligations under the applicable Finance Documents rank at least pari passu  with the claims of all its other unsecured and unsubordinated creditors, except for  obligations mandatorily preferred by law applying to companies generally.  13.8 No proceedings  13.8.1 No litigation, arbitration or administrative proceedings of or before any court,  arbitral body or agency which, if adversely determined, might reasonably be  expected to have a Material Adverse Effect has or have (to the best of its  knowledge and belief) been started or threatened against it or any of its  Subsidiaries.  13.8.2 No judgment or order of a court, arbitral body or agency which might  reasonably be expected to have a Material Adverse Effect has (to the best of its  knowledge and belief) been made against it or any of its Subsidiaries.  13.9 Anti-bribery and anti-corruption  It and, to its knowledge, each of its Subsidiaries, has conducted and is conducting its  and their business in compliance with all Anti-Corruption Laws.  13.10 Anti-Money laundering  13.10.1 It and, to its knowledge, each of its Subsidiaries, has conducted and is  conducting its business in compliance with applicable financial recordkeeping  and reporting requirements and money laundering statutes and the rules and  regulations thereunder and any related or similar rules, regulations or guidelines,  issued, administered or enforced by any governmental agency applicable to, and  binding on, it or any of its Subsidiaries (collectively, the "Money Laundering  Laws");  13.10.2 no action, suit or proceeding by or before any court or governmental agency,  authority or body or any arbitrator involving it or any of its Subsidiaries with  respect to the Money Laundering Laws is pending or, to its knowledge,  threatened; and  13.10.3 no funds or other consideration that it contributes in connection with any  transaction under any Finance Document will have been derived from any  activity that is deemed criminal under Money Laundering Laws.  13.11 Sanctions  To the best of its knowledge, neither it, nor any of its Subsidiaries, nor its or their  directors, officers, agents, employees or Affiliates:  13.11.1 is in breach of any Sanctions;  





 






         10208387728-v5 - 15 - 70-40708887    13.11.2 is a Restricted Party or acts directly or indirectly on behalf of a Restricted Party;  or  13.11.3 has received written notice of any claim, action, demand, proceedings or (to the  best of its knowledge) investigation by a Sanctions Authority with respect to  non-compliance with Sanctions,  other than to the extent that giving, complying with or receiving the benefit of such  representation/warranty would result in a violation of any applicable Blocking Law.  13.12 Ownership  It is wholly beneficially and legally owned by the Parent.  13.13 Repetition  The representations set out in Clauses 13.1 (Status) to 13.12 (Ownership) are deemed  to be repeated by the Borrower by reference to the facts and circumstances then existing  on the date of that Drawdown Request and the first day of each Interest Period.  14. UNDERTAKINGS  The undertakings in this Clause 14 remain in force from the date of this Agreement for  so long as a Loan is outstanding under this Agreement or any part of the Facility  Amount is available for drawing.  14.1 Notifications  The Borrower shall promptly:  14.1.1 supply to the Bank all documents dispatched by the Borrower to its creditors  generally at the same time as they are dispatched;  14.1.2 upon becoming aware of them, notify the Bank of the details of any litigation,  arbitration or administrative proceedings which are current, threatened or  pending against any member of the Group, and which might, if adversely  determined, have a Material Adverse Effect;  14.1.3 upon becoming aware of them, notify the Bank of the details of any judgment  or order of a court, arbitral body or agency which is made against any member  of the Group, and which might have a Material Adverse Effect;   14.1.4 provide the Bank with such further information regarding the financial  condition, business and operations of any member of the Group as the Bank  may reasonably request;  14.1.5 notify the Bank if:  (a) any of its financial indebtedness is not paid when due nor within any  originally applicable grace period;  





 






         10208387728-v5 - 16 - 70-40708887    (b) any of its financial indebtedness is declared to be or otherwise becomes  due and payable prior to its specified maturity as a result of an event of  default (however described); or  (c) any of its creditors becomes entitled to declare any of the Borrower's  financial indebtedness due and payable prior to its specified maturity as  a result of an event of default (however described);  14.1.6 notify the Bank if:  (a) it is or becomes insolvent or ceases or threatens to cease to carry on its  business in the normal course;   (b) any bona fide action is taken (whether by the Borrower or any other  person) which is likely to result in the instigation of a process for or  analogous to the receivership, administration, liquidation or dissolution  of the Borrower; or  (c) any of the assets or undertaking of the Borrower is subject to execution  or attachment;  14.1.7 notify the Bank if the Guarantee or any other guarantee, security or other  document or arrangement relied upon by the Bank in connection with the  Facility ceases to be continuing, or ceases to remain in full force and effect;   14.1.8 notify the Bank of any breach by it of any provision of the Finance Documents;  14.1.9 notify the Bank if any representation or statement made or deemed to be made  by it in the Finance Documents or any other document delivered by or on behalf  of it under or in connection with any Finance Document is or proves to have  been incorrect or misleading in any material respect when made or deemed to  be made; and  14.1.10 notify the Bank if any of the events referred to in Clauses 14.1.5 to 14.1.9 above  occurs in respect of any of Subsidiary of the Borrower or in respect of any  Guarantor.  14.2 "Know your customer" checks  14.2.1 If:  (a) the introduction of or any change in (or in the interpretation,  administration or application of) any law or regulation made after the  date of this Agreement;  (b) any change in the status of the Borrower (or of a Holding Company of  the Borrower) after the date of this Agreement; or  (c) a proposed assignment or transfer by the Bank of any of its rights and  obligations under this Agreement to a party that is not the Bank prior to  such assignment or transfer,  





 






         10208387728-v5 - 17 - 70-40708887    obliges the Bank (or, in the case of paragraph (c) above, any prospective new  lender) to comply with "know your customer" or similar identification  procedures in circumstances where the necessary information is not already  available to it, the Borrower shall promptly upon the request of the Bank supply,  or procure the supply of, such documentation and other evidence as is  reasonably requested by the Bank (for itself or, in the case of the event described  in paragraph (c) above, on behalf of any prospective new lender) in order for  the Bank or, in the case of the event described in paragraph (c) above, any  prospective new lender to carry out and be satisfied it has complied with all  necessary "know your customer" or other similar checks under all applicable  laws and regulations pursuant to the transactions contemplated in the Finance  Documents.  General Undertakings  14.3 Authorisations  The Borrower shall promptly:  (a) obtain, comply with and do all that is necessary to maintain in full force and  effect; and  (b) supply certified copies to the Bank of,  any authorisation required under any law or regulation of its jurisdiction of  incorporation to enable it to perform its obligations under the Finance Documents and  to ensure the legality, validity, enforceability or admissibility in evidence of the Finance  Documents.  14.4 Compliance with laws  The Borrower shall comply in all respects with all laws to which it may be subject, if  failure so to comply would materially impair its ability to perform its obligations under  the Finance Documents.  14.5 Change of business  The Borrower shall procure that no substantial change is made to the general nature of  the business of the Group from that carried on at the date of this Agreement to the extent  that such change would detrimentally affect the performance of its obligations  hereunder.  14.6 Anti-bribery; anti-corruption; anti-money laundering  The Borrower shall and shall procure that each of its Subsidiaries shall:  14.6.1 conduct its business in compliance with Anti-Corruption Laws and Money  Laundering Laws; and  14.6.2 not knowingly use all or part of any proceeds of a Loan, or lend, permit,  contribute or otherwise make available such proceeds to any person in  furtherance of any offer, payment, promise to pay, or authorisation of the  





 






         10208387728-v5 - 18 - 70-40708887    payment or giving of money, or anything else of value, to any person in  violation of any Anti-Corruption Laws and Money Laundering Laws.  14.7 Sanctions  The Borrower shall (and shall require that each member of the Group and each of its  and their directors, officers, agents, employees or Affiliates will):  14.7.1 comply in all respects with applicable Sanctions except where failure to do so  would not reasonably be expected to result in a Material Adverse Effect;  14.7.2 not knowingly use the proceeds of a Loan, directly or indirectly, for the purpose  of, making a loan to, investing in or contributing to any trade, business or other  activities with any Restricted Party (a "Restricted Transaction"), insofar as  such contribution would violate any applicable Sanctions by the Borrower or  the Bank, unless such Restricted Transaction is authorised by the applicable  Sanctions Authority (and so long as Bank can benefit from such authorisation);  and  14.7.3 not knowingly fund all or part of any payment due to the Bank under any  Finance Document out of proceeds derived (directly or indirectly) from business  or transactions with a Restricted Party or from any action which is prohibited  by Sanctions,  other than to the extent that giving, complying with or receiving the benefit of such  undertaking/covenant would result in a violation of any applicable Blocking Law.  14.8 Change of Ownership  The Borrower shall promptly notify the Bank if it is no longer wholly beneficially and  legally owned by the Parent.  15. NOTICES  15.1 Subject to Clause 5.2, any communication to be made under or in connection with the  Finance Documents shall be made in writing and, unless otherwise stated, may be made  by email or letter.  15.2 The address and email address (and the department or officer, if any, for whose  attention the communication is to be made) of each party for any communication or  document to be made or delivered under or in connection with the Finance Documents  is that identified with its name below, or any substitute address or email address or  department or officer as the Borrower may notify to the Bank (or the Bank may notify  to the Borrower) by not less than five Business Days' notice.  15.3 Any communication or document made or delivered by one person to another under or  in connection with the Finance Documents will only be effective:  15.3.1 if by way of email, when received in legible form; or  





 






         10208387728-v5 - 19 - 70-40708887    15.3.2 if by way of letter, when it has been left at the relevant address or three Business  Days after being deposited in the post postage prepaid in an envelope addressed  to it at that address;  and, if a particular department or officer is specified as part of its address details  provided under Clause 15.2, if addressed to that department or officer.  15.4 Any communication or document which becomes effective, in accordance with Clause  15.3 above, after 5:00 p.m. in the place of receipt shall be deemed only to become  effective on the following day.  16. ASSIGNMENT AND TRANSFER  16.1 The Borrower may not assign any of its rights or transfer any its rights or obligations  under the Finance Documents without the prior written consent of the Bank.  16.2 Without the prior written consent of the Borrower, the Bank shall not be entitled to  assign any of its rights or transfer by novation any of its rights and obligations except  in the following circumstances:  16.2.1 the assignment or transfer is to a Qualifying Bank;  16.2.2 all the following conditions are met: (i) the relationship between the Bank and  the other person is that of a debtor and creditor (including in the bankruptcy or  similar event of the Bank or Borrower); and (ii) the other person will have no  proprietary interest in the benefit of this Agreement or in any monies received  by the Bank under or in relation to this Agreement; and (iii) the other person  will under no circumstances (y) be subrogated to, or substituted in respect of,  the Bank's claims under this Agreement; and (z) have otherwise any contractual  relationship with, or rights against, the Borrower under or in relation to this  Agreement; or  16.2.3 the Bank provides a tax ruling of the Swiss Federal Tax Administration  confirming that, upon completion of the contemplated transfer, the Borrower  shall not be required to withhold the Swiss Withholding Tax from payments  hereunder.     17. DISCLOSURE OF INFORMATION  The Bank may disclose to a potential transferee or assignee or to any other person who  may propose entering into contractual relations with the Bank in relation to the Finance  Documents such information about the Borrower, the Borrower's financial affairs and  the terms of the Finance Documents as it shall consider appropriate (subject to  applicable law).  18. PARTIAL INVALIDITY  If, at any time, any provision of this Agreement is or becomes illegal, invalid or  unenforceable in any respect under any law of any jurisdiction, neither the legality,  validity or enforceability of the remaining provisions nor the legality, validity or  





 






         10208387728-v5 - 20 - 70-40708887    enforceability of such provision under the law of any other jurisdiction will in any way  be affected or impaired.  19. RIGHTS AND REMEDIES  No failure to exercise or delay by the Bank in exercising any right or remedy under this  Agreement shall operate as a waiver of any such right or remedy or constitute an  election to affirm this Agreement. No election to affirm this Agreement shall be  effective unless it is in writing. No single or partial exercise of any right or remedy shall  prevent any further or other exercise or the exercise of any other right or remedy. The  rights and remedies provided in this Agreement are cumulative and not exclusive of  any rights and remedies provided by law.  20. ENTIRE AGREEMENT  This Agreement constitute the entire agreement between the parties in relation to the  Facility and supersedes any previous agreement, whether express or implied, regarding  the Facility.  21. COUNTERPARTS  This Agreement may be executed in any number of counterparts, and this has the same  effect as if the signatures on the counterparts were on a single copy of this Agreement.  22. GOVERNING LAW AND JURISDICTION  22.1 This Agreement and any non-contractual obligations arising out of or in connection  with it are governed by English law.  22.2 The courts of England have exclusive jurisdiction to settle any dispute arising out of or  in connection with this Agreement (including a dispute relating to the existence, validity  or termination of this Agreement or any non-contractual obligation arising out of or in  connection with this Agreement) (a "Dispute").  22.2.1 The parties agree that the courts of England are the most appropriate and  convenient courts to settle Disputes and accordingly no party will argue to the  contrary.  22.2.2 Notwithstanding Clause 22.2.1 above, the Bank shall not be prevented from  taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Bank may take concurrent proceedings in any  number of jurisdictions.  23. CONTRACTUAL RECOGNITION OF BAIL IN  23.1 The Borrower accepts and agrees that a BRRD Liability of the Bank arising under or in  connection to this Agreement, including liabilities arising out from any judgement or  settlement relating to this Agreement, (i) may be subject to the exercise of Bail-in  Powers by the Relevant Resolution Authority, and (ii) acknowledges, accepts, and  agrees:  





 






         10208387728-v5 - 21 - 70-40708887    (a) to be bound by the effect of the exercise of Bail-in Powers by the Relevant  Resolution Authority in relation to any BRRD Liability of the Bank under this  Agreement, that (without limitation) may include and result in any of the  following, or some combination thereof:   (i) the reduction of all, or a portion of, or cancellation of the principal  amount or outstanding amount due, including any accrued but unpaid  interest, in respect of the BRRD Liability;  (ii) the conversion of all, or a portion, of the BRRD Liability into shares or  other instruments of ownership;  (b) to be aware of the Bail-in Powers of the Relevant Resolution Authority in  accordance with the relevant national law transposing those powers;  (c) that the terms of this Agreement may be varied as necessary to give effect to the  exercise of the Bail-in Powers by the Relevant Resolution Authority and that  such variations shall be binding on the Borrower irrespective of its consent;  (d) that the ordinary shares or other instruments of ownership may be issued or  conferred on the Borrower as a result of the exercise of the Bail-in Powers; and  (e) that this Clause is exhaustive on the matters set forth herein to the exclusion of  any other agreements, arrangements or undertaking between the parties to this  Agreement relating to the subject matter of this Agreement.    This Agreement has been entered into on the date stated at the beginning of this  Agreement.   





 






         10208387728-v5 - 22 - 70-40708887    Annex 1  Initial Conditions Precedent  (a) a certified copy of the Borrower's constitutional documents (being pdf- scans of a legalized copy of the current articles of incorporation  (Statuten) of the Borrower and of a legalized commercial register extract  (Handelsregisterauszug));  (b) evidence of the individual’s authority to execute the Finance Documents  on behalf of the Borrower or the Guarantor (as appropriate) and to  perform the transactions contemplated by them;  (c) a specimen of the signature of each person authorised to sign the Finance  Documents to which it is a party on behalf of the Borrower;  (d) a certificate of the Borrower (signed by an authorised signatory)  confirming that borrowing the Facility Amount would not cause any  borrowing or similar limit binding on it to be exceeded;  (e) a certified copy of the Borrower's most recent financial statements;  (f) an executed copy of the Guarantee;   (g) all documents requested by the Bank to enable it to comply with all  required "know your customer" or other similar checks pursuant to any  applicable law or regulation; and  (h) any other opinions, valuations, certificates, assurances or other  documents which the Bank may reasonably require.     





 






         10208387728-v5 - 23 - 70-40708887    SIGNATURES TO UNCOMMITTED MONEY MARKET LOAN FACILITY    Signed for and on behalf of UniCredit Bank AG, London Branch as the Bank    .................................................... Authorised Signatory of the Bank    .................................................... Name    .................................................... Authorised Signatory of the Bank    .................................................... Name  Attention:  Address:  Email:     James Buckle  UniCredit Bank AG, London Branch  Moor House, 120 London Wall, London EC2Y 5ET james.buckle@unicredit.eu Alan John Holmes 





 






         10208387728-v5 - 24 - 70-40708887    Signed for and on behalf of AGCO International GmbH in accordance with its board resolution    .................................................... Managing Officer/Authorized Signatory    ...Frédéric Devienne........................... Name  Attention: AGCO International GmbH  Address:   Victor von Bruns-Str. 17, 8212 Neuhausen am Rheinfall, Switzerland  Email:        Frederic.Devienne@agcocorp.com    .................................................... Managing Officer/Authorized Signatory    ...Konstantin Meier-Kulenkampff........... Name  Attention: AGCO International GmbH  Address:   Victor von Bruns-Str. 17, 8212 Neuhausen am Rheinfall, Switzerland  Email:        Konstantin.Meier-Kulenkampff@agcocorp.com