SEVENTH AMENDMENT TO CREDIT AGREEMENT

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.”

     ““ 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)

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 De