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EXHIBIT 10.1
SEVENTH AMENDMENT TO CREDIT AGREEMENT
This SEVENTH AMENDMENT TO CREDIT
AGREEMENT (this " Amendment ") dated as of November 27,
2006, by and among AGCO CORPORATION , a Delaware corporation
(" AGCO "), AGCO CANADA, LTD. , a Saskatchewan
corporation (" Canadian Subsidiary "), AGCO LIMITED ,
an English corporation (" English Subsidiary One "), AGCO
INTERNATIONAL LIMITED , an English corporation (" English
Subsidiary Two "), AGCO HOLDING B.V. , a Netherlands
corporation (" Netherlands Subsidiary "), AGCO
DEUTSCHLAND HOLDING LIMITED & CO. KG , a German limited
partnership (" German Subsidiary "), and VALTRA HOLDING
OY , a Finnish limited liability company (" Finnish
Subsidiary "; AGCO, Canadian Subsidiary, English Subsidiary
One, English Subsidiary Two, Netherlands Subsidiary, German
Subsidiary and Finnish Subsidiary are referred to herein
collectively as the " Borrowers " and individually as a "
Borrower "); the lenders (the " Lenders ") signatory
hereto; COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND", CANADIAN BRANCH , as Canadian
administrative agent for the Canadian Lenders (together with any
successor, in such capacity, the " Canadian Administrative
Agent "); and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK
BRANCH , as administrative agent for the Lenders (together with
any successor, in such capacity, the " Administrative Agent
").
W I T N E S S E T H:
WHEREAS, the Borrowers, the
Administrative Agent, the Canadian Administrative Agent, the
Lenders, the Issuing Banks (as defined in the Credit Agreement),
SunTrust Bank and Morgan Stanley Senior Funding, Inc., as
Co-Syndication Agents, and CoBank, ACB and The Bank of
Tokyo-Mitsubishi, Ltd., NY Branch, as Co-Documentation Agents, are
parties to that certain Credit Agreement dated as of
December 22, 2003 (as amended by that certain First Amendment
to Credit Agreement and Consent dated as of April 12, 2004, as
further amended by that certain Second Amendment to Credit
Agreement dated as of August 17, 2004, as further amended by
that certain Third Amendment to Credit Agreement dated as of
March 21, 2005, as further amended by that certain Fourth
Amendment to Credit Agreement and Consent dated as of June 2,
2005, as further amended by that certain Fifth Amendment to Credit
Agreement dated as of March 22, 2006, as further amended by
that certain Sixth Amendment to Credit Agreement dated as of
October 13, 2006 and as further amended, restated,
supplemented or modified from time to time, the " Credit
Agreement "); and
WHEREAS, the Borrowers have
requested that certain terms and conditions of the Credit Agreement
be amended, and the Lenders signatory hereto, the Canadian
Administrative Agent and the Administrative Agent have agreed to
the requested amendments on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration
of the premises and of the mutual covenants and agreements
contained herein, the parties hereto hereby agree that all
capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement, and
further agree as follows:
Section 1.
Amendments
(a)
Amendment to Section 1.1 . Section 1.1 of the
Credit Agreement, Certain Defined Terms , is hereby amended
and modified by deleting the definitions of " Applicable Capital
Market Transaction Documents ," and " New Capital Market
Transactions ," and by substituting the following in lieu
thereof:
"" Applicable Capital Market
Transaction Documents " means, collectively, as of any date,
the Convertible Note Documents, the Existing 2008 Note Documents,
the New Senior Subordinated Note Documents, the New Convertible
Note Documents and, after the issuance of the 2006 Subordinated
Notes, the 2006 Subordinated Note Documents, and any other document
governing the Capital Market Transactions that are in effect and
binding on AGCO, as of such date of determination."
"" New Capital Market
Transactions " means, collectively, the transactions
contemplated by the Convertible Note Documents, the New Senior
Subordinated Note Documents, the New Convertible Note Documents,
and, after issuance of the 2006 Subordinated Notes, the 2006
Subordinated Note Documents, together with any issuance of common
stock by AGCO prior to the Initial Funding Date."
(b)
Amendment to Section 1.1 . Section 1.1 of the
Credit Agreement, Certain Defined Terms , is hereby further
amended and modified by inserting the following definitions in
appropriative alphabetical order therein:
"" 2006 Subordinated Note
Documents " means the 2006 Subordinated Note Indenture, the
2006 Subordinated Notes and such other documents and instruments
executed by AGCO in connection therewith, in each case in form and
substance satisfactory to the Administrative Agent."
"" 2006 Subordinated Note
Indenture " means the Indenture by and among AGCO, as issuer,
and the 2006 Subordinated Note Trustee, as trustee, executed in
connection with the issuance of the 2006 Subordinated Notes, having
subordination provisions identical to the New Senior Subordinated
Note Indenture and otherwise in form and substance reasonably
satisfactory to the Administrative Agent and as may be amended,
modified and supplemented from time to time."
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"" 2006 Subordinated Notes
" means those certain subordinated notes in a principal amount not
to exceed U.S. $250,000,000, to be issued by AGCO during the fiscal
quarter ending December 31, 2006 pursuant to the 2006
Subordinated Note Indenture, which are subordinated to the
Obligations on the same terms as the New Senior Subordinated Notes
and are otherwise issued on terms and conditions as are reasonably
acceptable to the Administrative Agent."
"" 2006 Subordinated Note
Trustee " means the trustee under the 2006 Subordinated Note
Indenture, including any successor trustee thereunder."
(c)
Amendment to Section 4.1 . Section 4.1 of the
Credit Agreement, Representation and Warranties of Borrowers
, is hereby amended and modified by deleting section
(k) thereof in its entirety and by substituting the following
in lieu thereof:
"(k)
Senior Indebtedness . All Borrowings under this Agreement
will be "Senior Indebtedness," under and as defined in the
Convertible Note Indenture and the New Convertible Note Indenture.
Upon the making of the initial Loans hereunder and the delivery of
the notice specified in Section 3.2(q)(xii) hereof, this
Agreement and all Loan Documents shall be (i) the "Bank Credit
Agreement," as defined in the Existing 2008 Note Indenture and the
Convertible Note Indenture, and (ii) a "Designated Credit
Facility", as defined in the New Senior Subordinated Note
Documents. This Agreement and all Loan Documents shall be the "Bank
Credit Agreement," as defined in the New Convertible Note
Indenture. Upon the issuance of the 2006 Subordinated Notes,
(i) this Agreement and all Loan Documents shall be the "Bank
Credit Agreement" or such other similar term as used in the 2006
Subordinated Note Indenture and (ii) the Obligations shall
constitute "Senior Indebtedness" or such other similar term used in
the 2006 Subordinated Note Indenture.
(d)
Amendment to Section 7.13 . Section 7.13 of the
Credit Agreement, Prepayment of Indebtedness , is hereby
amended and modified by deleting such Section in its entirety and
by substituting the following in lieu thereof:
"Section 7.13
Prepayments of Indebtedness . From and after the Initial
Funding Date, AGCO shall not, and shall not permit its Restricted
Subsidiaries to, prepay, redeem, defease or purchase in any manner,
or deposit or set aside funds for the purpose of any of the
foregoing, make any payment in respect of principal of, or make any
payment in respect of interest on, any Funded Debt, except AGCO and
its Restricted Subsidiaries may (a) make regularly scheduled
payments of principal or interest required in accordance with the
terms of the Applicable Capital Market Transaction Documents or the
terms of the documents evidencing other Funded Debt permitted
hereunder, (b) prepay Indebtedness pursuant to refinancings
permitted pursuant to Section 7.1(c), (c)
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prepay the Existing Capital Market Transactions and the Bridge
Facility from the Net Cash Proceeds received from the issuance of
common stock of AGCO, (d) redeem any convertible notes issued
pursuant to the Capital Market Transactions provided that
(i) any such redemption is mandatory and results from the
exercise of a right of conversion by the holders of such notes
pursuant to the Applicable Capital Market Transaction Documents,
and (ii) at the time of such redemption, no Default or Event
of Default shall have occurred and be continuing or would result
therefrom, and (e) redeem or prepay the Existing 2008 Notes
provided that at the time of such redemption or prepayment
of the Existing 2008 Notes, no Default or Event of Default shall
have occurred and be
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