EXHIBIT 10.1
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
March 22, 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; COOPERATIEVE 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
COOPERATIEVE 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").
WITNESSETH:
WHEREAS, the Borrowers, the Administrative Agent, the Canadian
Administrative Agent, the Lenders, the Issuing Banks (as defined in the Credit
Agreement), SunTrust Bank and Xxxxxx Xxxxxxx 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 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) Section 1.1 of the Credit Agreement, Certain Defined Terms,
is hereby amended and modified by deleting the table contained in the definition
of "Applicable Margin" set forth therein in its entirety and by substituting the
following in lieu thereof:
Applicable
Margin for
LIBO Rate
Revolving
Loans and for
Base Rate Applicable
Revolving Margin for Base
Loans in Rate Revolving Applicable
Offshore Loans in U.S. Margin for
Senior Debt Ratio Currencies Dollars Unused Fee
----------------- ------------- --------------- ----------
Greater than or equal to 3.00 to 2.00% 0.75% 0.50%
1.00
Less than 3.00 to 1.00 but greater 1.75% 0.50% 0.425%
than or equal to 2.50 to 1.00
Less than 2.50 to 1.00 but greater 1.50% 0.25% 0.350%
than or equal to 2.00 to 1.00
Less than 2.00 to 1.00 1.25% 0.00% 0.275%
(b) Section 7.4 of the Credit Agreement, Restricted Payments and
Purchases, is hereby amended and modified as follows: (i) by deleting "and" at
the end of subsection (c)(iv) thereof and inserting "," in lieu thereof; (ii) by
deleting "." at the end of subsection (c)(v) thereof and inserting "and" in lieu
thereof; and (iii) by inserting the following as new subsection (c)(vi):
"(vi) purchase, redeem, retire or otherwise acquire shares of its own
outstanding Stock for cash in an aggregate amount for all such shares
acquired pursuant to this clause (vi) during the term of this Agreement not
to exceed the sum of (A) $100,000,000, and (B) 50% of the Excess Cash
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Flow for the fiscal year ending 2006 and each fiscal year thereafter on a
cumulative basis (provided, however, that such percentage of the Excess
Cash Flow for any fiscal year shall not be added until the Administrative
Agent shall have received the annual audit report for such fiscal year
pursuant to Section 6.1(c) hereof)."
(c) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby amended and modified by deleting subsection (a), Total Debt Ratio, in its
entirety and by substituting the following in lieu thereof:
"(a) Total Debt Ratio. AGCO shall not allow, as of the end of each
fiscal quarter of AGCO, the Total Debt Ratio to exceed the ratio set forth
below for the applicable fiscal quarter corresponding thereto:
Fiscal Quarters Ending: Ratio:
----------------------- ------
From December 31, 2003 5.35 to 1.00
through September 30, 2004
December 31, 2004 through 5.10 to 1.00
September 30, 2005
December 31, 2005 through 4.60 to 1.00
September 30, 2006
December 31, 2006 through 4.25 to 1.00
September 30, 2007
December 31, 2007 and 4.00 to 1.00
thereafter
"
(d) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby further amended and modified by deleting subsection (b), Senior Debt
Ratio, in its entirety and by substituting the following in lieu thereof:
"(b) Senior Debt Ratio. AGCO shall not allow, as of the end of each
fiscal quarter of AGCO, the Senior Debt Ratio to exceed the ratio set forth
below for the applicable fiscal quarter corresponding thereto:
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Fiscal Quarters Ending: Ratio:
----------------------- ------
From December 31, 2003 through 3.70 to 1.00
September 30, 2004
December 31, 2004 through 3.50 to 1.00
September 30, 2005
December 31, 2005 3.00 to 1.00
March 31, 2006 through September 3.25 to 1.00
30, 2006
December 31, 2006 through 3.00 to 1.00
September 30, 2007
December 31, 2007 and thereafter 2.75 to 1.00
"
(e) Section 7.18 of the Credit Agreement, Financial Covenants, is
hereby further amended and modified by deleting subsection (c), Fixed Charge
Coverage Ratio, in its entirety and by substituting the following in lieu
thereof:
"(c) Fixed Charge Coverage Ratio. AGCO shall maintain, as of the end
of each fiscal quarter of AGCO, a Fixed Charge Coverage Ratio for the four
fiscal quarter period then ended of not less than the ratio set forth below
for the applicable fiscal quarter corresponding thereto:
Fiscal Quarters Ending: Ratio:
----------------------- ------
From December 31, 2003 through 1.50 to 1.00
December 31, 2005
March 31, 2006 through December 1.50 to 1.00
31, 2006
March 31, 2007 and thereafter 1.60 to 1.00
"
SECTION 2. Representations and Warranties. Each of AGCO and the other
Borrowers represents and warrants as follows:
(a) The execution, delivery and performance by each Borrower of
this Amendment and the other transactions contemplated hereby, are within such
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Borrower's corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene such Borrower's charter or bylaws;
(ii) violate any Applicable Law (including, without limitation, to the extent
applicable, the Securities Exchange Act of 1934, the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and any
similar statute); (iii) conflict with or result in the breach of, or constitute
a default under, any contract, loan agreement, indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Borrower, any of
its Subsidiaries or any of their properties (including any of the Applicable
Capital Market Transaction Documents); or (iv) except for the Liens created
under the Security Documents, result in or require the creation or imposition of
any Lien upon or with respect to any of the properties of any Borrower or any of
its Subsidiaries;
(b) 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 Borrower of this Amendment and each other Loan Document contemplated hereby
to which it is or is to be a party;
(c) This Amendment and each other document required to be
delivered by a Borrower hereunder has been duly executed and delivered by each
Borrower thereto, and constitutes the legal, valid and binding obligation of
each Borrower thereto, enforceable against such Borrower in accordance with its
terms;
(d) The representations and warranties contained in Article 4 of
the Credit Agreement, and in each of the other Loan Documents, are true and
correct on and as of the date hereof as though made on and as of such date,
other than (i) any such representations and warranties that, by their terms,
expressly refer to an earlier date, and (ii) as a result of changes permitted by
the terms of the Credit Agreement; and
(e) After giving effect hereto, no event has occurred and is
continuing which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.
SECTION 3. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above when the
Administrative Agent shall have received, in form and substance satisfactory to
it, each of the following:
(a) this Amendment, duly executed by the Borrowers, the Canadian
Administrative Agent and the Administrative Agent, and Lender Addendum, in the
form attached hereto, duly executed by all of the Multi-Currency Lenders, all of
the Canadian Lenders, and the Required Lenders;
(b) an amendment fee for the account of each Lender that
delivered to the Administrative Agent prior to 5:00 p.m. (New York City time) on
March
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22, 2006 such Lender's executed Lender Addenda to this Amendment, in an amount
equal to two and one-half (2.5) basis points for each such Lender's Commitment;
and
(c) the payment of such other fees, and the delivery of such
other documents, instruments and information, as the Administrative Agent may
reasonably request.
SECTION 4. Reference to and Effect on the Credit Agreement. Upon the
effectiveness of this Amendment as set forth in Section 3 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import shall mean and be a
reference to the Credit Agreement as amended hereby, and each reference in the
Notes and the other Loan Documents to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby.
SECTION 5. Reaffirmation of Guaranty. By executing this Amendment, each
Guarantor hereby acknowledges, consents and agrees that all of its obligations
and liability under the Guaranty Agreements to which it is a party remain in
full force and effect, and that the execution and delivery of this Amendment and
any and all documents executed in connection therewith shall not alter, amend,
reduce or modify its obligations and liability under such Guaranty Agreements or
any of the other Loan Documents to which it is a party.
SECTION 6. Costs, Expenses and Taxes. The Borrowers agree, jointly and
severally, to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the fees and expenses of counsel for the Administrative
Agent with respect thereto).
SECTION 7. No Other Amendments. Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agents or the Lenders under the
Credit Agreement, or any of the other Loan Documents, nor constitute a waiver of
any provision of the Credit Agreement or any of the other Loan Documents. Except
for the amendments set forth above, the text of the Credit Agreement and all
other Loan Documents shall remain unchanged and in full force and effect and the
Borrowers hereby ratify and confirm their respective obligations thereunder.
This Amendment shall not constitute a modification of the Credit Agreement or a
course of dealing with the Administrative Agent at variance with the Credit
Agreement such as to require further notice by the Administrative Agent to
require strict compliance with the terms of the Credit Agreement and the other
Loan Documents in the future, except as expressly set forth herein. The
Borrowers acknowledge and expressly agree that the Agents and the Lenders
reserve the right to, and do in fact, require strict compliance with all terms
and provisions of the Credit Agreement and the other Loan Documents (in each
case as amended hereby).
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SECTION 8. Execution in Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of a signature page hereto by facsimile
transmission or via email transmission of an Adobe portable document format file
(also known as a "PDF File") shall be as effective as delivery of a manually
executed counterpart hereof.
SECTION 9. Delivery of Lender Addenda. Each Lender executing this Amendment
shall do so by delivering to the Administrative Agent a Lender Addendum,
substantially in the form of Annex I attached hereto, duly executed by such
Lender.
SECTION 10. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws (without giving effect to the conflicts
of laws principles thereof) of the State of New York.
SECTION 11. Final Agreement. This Amendment represents the final agreement
between the Borrowers, the Administrative Agent, the Canadian Administrative
Agent and the Lenders as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties. The
Amendment shall constitute a Loan Document for all purposes.
[the remainder of the page is intentionally blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWERS:
AGCO CORPORATION
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Title: S.V.P.
---------------------------------
AGCO CANADA, LTD.
By: /s/ Xxxxxx X. Xxxx
------------------------------------
Title:
---------------------------------
AGCO LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO INTERNATIONAL LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO HOLDING B.V.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Fifth Amendment to Credit Agreement
Signature Page 1
AGCO DEUTSCHLAND HOLDING LIMITED & CO.
KG
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
By:
------------------------------------
Title:
---------------------------------
VALTRA HOLDING OY
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
GUARANTORS: VALTRA DEUTSCHLAND GMBH
(formerly known as RM 0000
XXXXXXXXXXXXXXXXXXXX GMBH)
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO VERTRIEBS GMBH
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
Fifth Amendment to Credit Agreement
Signature Page 2
AGCO GMBH
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO FRANCE S.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
---------------------------------
AGCO S.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
---------------------------------
VALTRA TRACTEURS FRANCE S.A.S.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
VALTRA INTERNATIONAL B.V.
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
---------------------------------
Fifth Amendment to Credit Agreement
Signature Page 3
XXXXXX XXXXXXXX CORP.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO EQUIPMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
SUNFLOWER MANUFACTURING COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO MANUFACTURING LTD.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO SERVICES LTD.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
Fifth Amendment to Credit Agreement
Signature Page 4
VALTRA VUOKRAUS OY
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
AGCO DO BRASIL COMERCIA E INDUSTRIA
LTDA.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
VALTRA DO BRASIL LTDA.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title:
---------------------------------
EXPORT MARKET SERVICES LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
---------------------------------
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Fifth Amendment to Credit Agreement
Signature Page 5
AGENTS, ISSUING BANKS COOPERATIEVE CENTRALE RAIFFEISEN-
AND SWING LINE BANK: BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH, as
Administrative Agent and Multi-Currency
Issuing Bank
By: /s/ Xxxxxxxx English
------------------------------------
Title: Executive Director
---------------------------------
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Title: Executive Director
---------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND," CANADIAN BRANCH,
as Canadian Administrative Agent and
Canadian Issuing Bank
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Vice President
---------------------------------
By: /s/ Xxxxxxx Xxxxxx-Xxxx
------------------------------------
Title: Executive Director
---------------------------------
LENDERS: See each Lender Addendum attached hereto
Fifth Amendment to Credit Agreement
Signature Page 7
LENDER ADDENDUM
Reference is made to the 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 and as further amended, restated, renewed, supplemented
or otherwise modified from time to time, the "Credit Agreement") among AGCO
Corporation, AGCO Canada Ltd., AGCO Limited, AGCO International Limited, AGCO
Holding B.V., AGCO Deutschland Holding Limited & Co. KG and Valtra Holding Oy
(collectively, the "Borrowers"), the lenders signatory thereto (together with
any other financial institution that subsequently becomes a Lender thereunder,
the "Lenders"), the Issuing Banks (as defined in the Credit Agreement),
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland",
Canadian Branch, as Canadian Administrative Agent, SunTrust Bank and Xxxxxx
Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, CoBank, ACB and The Bank
of Tokyo-Mitsubishi, Ltd., NY Branch, as Co-Documentation Agents, and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, as the Administrative Agent (the "Administrative Agent").
Capitalized terms used herein without definition shall have the respective
meanings ascribed to those terms in the Credit Agreement.
Upon execution and delivery of this Lender Addendum by the undersigned
Lender, the undersigned Lender hereby consents to and agrees with all of the
terms and conditions contained in, and shall become a party to, the Fifth
Amendment to Credit Agreement dated as of March 22, 2006.
THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
This Lender Addendum may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
Delivery of an executed signature page hereof by facsimile transmission or via
email transmission of an Adobe portable document file (also known as a "PDF
File") shall be effective as delivery of a manually executed counterpart hereof.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Lender
Addendum to be duly executed and delivered by their proper and duly authorized
officers effective as of the date set forth herein.
[NAME OF LENDER]
By:
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Name:
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Title:
---------------------------------
Lender Addendum
Signature Page
