SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 10.4

SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     This SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”) dated as of October 13, 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 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, as further amended by that certain Fifth Amendment to Credit Agreement dated as of March 22, 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; and

     WHEREAS, the Borrowers intend to refinance the outstanding obligations under the European Securitization with the proceeds of a new securitization facility (the “New European Securitization Facility”) consummated pursuant to the term and conditions hereof; and

     WHEREAS, in connection with such refinancing, the receivables subject to the new securitization facility will be transferred to AGCO Receivables Limited, a qualifying special purpose entity, which will be a wholly-owned indirect Subsidiary of AGCO but which will not be a Restricted Subsidiary under the Credit Agreement as its accounts will not be, under GAAP, Consolidated with the accounts of AGCO; and

     WHEREAS, to the extent required under the Credit Agreement, the Borrowers have requested that the Agents and the Lenders consent to the consummation of the transactions contemplated in the New Securitization Facility, and the Lenders signatory hereto and the Agents have consented to the transactions contemplated in the New Securitization Facility 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 to Section 1.1. Section 1.1 of the Credit Agreement, Certain Defined Terms, is hereby amended and modified by deleting the definitions of European Securitization and European Securitization Documents in their entirety and by substituting the following in lieu thereof:

““European Securitization” means funding in connection with sales by certain Foreign Subsidiaries of AGCO of wholesale Receivables invoiced to third parties at addresses located in Europe to special purpose entity, as more fully set forth in the European Securitization Documents.”

““European Securitization Documents” means (a) that certain Receivables Transfer Agreement among AGCO Receivables Limited, French Subsidiary, English Subsidiary One and Rabobank London dated October 13, 2006, (b) that certain Receivables Transfer Agreement among AGCO Receivables Limited, AGCO Iberia S.A., English Subsidiary One and Rabobank London dated October 13, 2006, (c) that certain Receivables Transfer Agreement among AGCO Receivables Limited, AGCO GMBH, English Subsidiary One and Rabobank London dated October 13, 2006, (d) that certain Receivables Funding Agreement among AGCO Receivables Limited, Erasmus Capital Corporation and Rabobank London dated October 13, 2006, (e) that certain Subordinated Loan Agreement among AGCO Receivables Limited, AGCO Services Limited, English Subsidiary One and Rabobank London dated October 13, 2006, (f) that certain Parent Undertaking Agreement among AGCO Receivables Limited, AGCO and

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Xxxxxxxx Xxxxxx dated October 13, 2006, (g) the Repurchase and Termination Agreement among Erasmus Capital Corporation, Rabobank London, AGCO, AGCO Services Limited, English Subsidiary One, AGCO Vertriebs GmbH, AGCO GmbH, AGCO S.A. and AGCO Iberia SA dated October 13, 2006 and (h) all other agreements executed in connection with the foregoing, as the same may be amended, supplemented, modified or replaced from time to time with the consent of the Administrative Agent.”

     Section 2. Consent to New European Securitization Facility. Notwithstanding the limitations set forth in Sections 7.2 (Limitations on Guaranties), 7.8 (Investments) and 7.11 (Affiliate Transactions) of the Credit Agreement, the Agents and the Lenders hereby consent to (i) the Investments made or to be made pursuant to (A) that certain Subordinated Loan Agreement, dated October 13, 2006, among AGCO Receivables Limited, AGCO Services Limited, English Subsidiary One and Rabobank London, and (B) the other European Securitization Documents (as such term has been amended herein); (ii) the guaranties by AGCO of payment of fees, indemnification obligations and performance obligations of AGCO Receivables Limited pursuant to (A) that certain Parent Undertaking Agreement, dated October 13, 2006, among AGCO Receivables Limited, AGCO and Rabobank London, and (B) the other European Securitization Documents (as such term has been amended herein), and (iii) the transactions among AGCO Receivables Limited, on the one hand, and the Borrowers and their Restricted Subsidiaries, on the other hand, contemplated by the European Securitization Documents, provided that (i) giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing at the time European Securitization Documents (as such term has been amended herein) become effective and (ii) the European Securitization Documents (as such term has been amended herein) shall be delivered to the Administrative Agent promptly after the closing thereof. Additionally, the Agents and Lenders agree that in connection with any other Investment during this fiscal year or otherwise, the Investments made pursuant to European Securitization Documents (as such term has been amended herein) shall not be included in calculating the U.S. $15,000,000 per fiscal year limit and U.S. $30,000,000 aggregate limit set forth in Section 7.8(e)(ii) of the Credit Agreement.

     Section 3. 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 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,

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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 Permitted Liens, 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 Restricted 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 4. 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 Addenda, in the form attached hereto, duly executed by the Required Lenders; and

               (b) the delivery of such other documents, instruments and information, as the Administrative Agent may reasonably request.

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     Section 5. Reference to and Effect on the Credit Agreement. Upon the effectiveness of this Amendment as set forth in Section 4 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 6. 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 7. 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 8. 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).

     Section 9. 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.

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     Section 10. 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 11. 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 12. 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.

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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:

Title:

AGCO CANADA, LTD.

By:

Title:

AGCO LIMITED

By:

Title:

AGCO INTERNATIONAL LIMITED

By:

Title:

AGCO HOLDING B.V.

By:

Title:

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

Sixth Amendment to Credit Agreement and Consent
Signature Page 1

		AGCO DEUTSCHLAND HOLDING LIMITED & CO. KG
		By:
		Title:
		By:
		Title:
		VALTRA HOLDING OY
		By:
		Title:
GUARANTORS:		VALTRA DEUTSCHLAND GMBH
		(formerly known as RM 2379
		VERMÖGENSVERWALTUNGS GMBH)
		By:
		Title:
		AGCO VERTRIEBS GMBH
		By:
		Title:

Sixth Amendment to Credit Agreement and Consent
Signature Page 2

AGCO GMBH

By:

Title:

AGCO FRANCE S.A.

By:

Title:

AGCO S.A.

By:

Title:

VALTRA TRACTEURS FRANCE S.A.S.

By:

Title:

VALTRA INTERNATIONAL B.V.

By:

Title:

Sixth Amendment to Credit Agreement and Consent
Signature Page 3

XXXXXX XXXXXXXX CORP.

By:

Title:

AGCO EQUIPMENT COMPANY

By:

Title:

SUNFLOWER MANUFACTURING COMPANY, INC.

By:

Title:

AGCO MANUFACTURING LTD.

By:

Title:

AGCO SERVICES LTD.

By:

Title:

Sixth Amendment to Credit Agreement and Consent
Signature Page 4

VALTRA VUOKRAUS OY

By:

Title:

AGCO DO BRASIL COMERCIA E INDUSTRIA LTDA.

By:

Title:

VALTRA DO BRASIL LTDA.

By:

Title:

EXPORT MARKET SERVICES LLC

By:

Title:

[SIGNATURES CONTINUED ON FOLLOWING PAGE]

Sixth Amendment to Credit Agreement and Consent
Signature Page 5

AGENTS, ISSUING BANKS AND SWING LINE BANK:		COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” NEW YORK BRANCH, as Administrative Agent and Multi-Currency Issuing Bank
		By:
		Title:
		By:
		Title:
		COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND,” CANADIAN BRANCH, as Canadian Administrative Agent and Canadian Issuing Bank
		By:
		Title:
		By:
		Title:
LENDERS:		See each Lender Addendum attached hereto

Sixth 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, as further amended by that certain Fifth Amendment to Credit Agreement dated as of March 22, 2006 and as further amended, restated, supplemented or 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), Coöperatieve 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 Coöperatieve 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 Sixth Amendment to Credit Agreement and Consent dated as of October ___, 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.

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     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:

Name:

Title:

Lender Addendum
Signature Page