10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2010

of

AGCO CORPORATION

A Delaware Corporation

IRS Employer Identification No. 58-1960019

SEC File Number 1-12930

4205 River Green Parkway
Duluth, GA 30096
(770) 813-9200

AGCO Corporation’s Common Stock and Junior Preferred Stock purchase rights are registered pursuant to Section 12(b) of the Act and are listed on the New York Stock Exchange.

AGCO Corporation is a well-known seasoned issuer.

AGCO Corporation is required to file reports pursuant to Section 13 or Section 15(d) of the Act. AGCO Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K will be contained in a definitive proxy statement, portions of which are incorporated by reference into Part III of this Form 10-K.

AGCO Corporation has submitted electronically and posted on its corporate website every Interactive Data File for the periods required to be submitted and posted pursuant to Rule 405 of regulation S-T.

The aggregate market value of AGCO Corporation’s Common Stock (based upon the closing sales price quoted on the New York Stock Exchange) held by non-affiliates as of June 30, 2010 was approximately $1.9 billion. For this purpose, directors and officers have been assumed to be affiliates. As of February 12, 2011, 94,412,523 shares of AGCO Corporation’s Common Stock were outstanding.

AGCO Corporation is a large accelerated filer and is not a shell company.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of AGCO Corporation’s Proxy Statement for the 2011 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I
	Item 1. Business
	Item 1A. Risk Factors
	Item 1B. Unresolved Staff Comments
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission Of Matters to a Vote of Security Holders
PART II
	Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	Item 9A. Controls and Procedures
	Item 9B. Other Information
PART III
	Item 10. Directors, Executive Officers and Corporate Governance
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
	Item 13. Certain Relationships and Related Transactions, and Director Independence
	Item 14. Principal Accountant Fees and Services
PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
ANNUAL REPORT ON FORM 10-K ITEM 15 (A)(2) FINANCIAL STATEMENT SCHEDULE YEAR ENDED DECEMBER 31, 2010
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
EX-3.2
EX-10.22
EX-10.23
EX-10.24
EX-21.0
EX-23.1
EX-24.0
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I

Item 1.   Business

AGCO Corporation (“AGCO,” “we,” “us,” or the “Company”) was incorporated in Delaware in April 1991. Our executive offices are located at 4205 River Green Parkway, Duluth, Georgia 30096, and our telephone number is (770) 813-9200. Unless otherwise indicated, all references in this Form 10-K to the Company include our subsidiaries.

General

We are a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. We sell a full range of agricultural equipment, including tractors, combines, self-propelled sprayers, hay tools, forage equipment and implements and a line of diesel engines. Our products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brands, including: Challenger^®, Fendt^®, Massey Ferguson^® and Valtra^®. We distribute most of our products through a combination of approximately 2,650 independent dealers and distributors in more than 140 countries. In addition, we provide retail financing in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria through our retail finance joint ventures with Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., which we refer to as “Rabobank.”

Products

Tractors

Our compact tractors (under 40 horsepower) are typically used on small farms and in specialty agricultural industries, such as dairies, landscaping and residential areas. We also offer a full range of tractors in the utility tractor category (40 to 100 horsepower), including two-wheel and all-wheel drive versions. Our utility tractors are typically used on small- and medium-sized farms and in specialty agricultural industries, including dairy, livestock, orchards and vineyards. In addition, we offer a full range of tractors in the high horsepower segment (primarily 100 to 585 horsepower). High horsepower tractors typically are used on larger farms and on cattle ranches for hay production. Tractors accounted for approximately 68% of our net sales in 2010, 67% in 2009 and 68% in 2008.

Combines

Our combines are sold with a variety of threshing technologies. All combines are complemented by a variety of crop-harvesting heads, available in different sizes, that are designed to maximize harvesting speed and efficiency while minimizing crop loss. Combines accounted for approximately 6% of our net sales in 2010, 2009 and 2008.

Our 50% investment in Laverda S.p.A. (“Laverda”), an operating joint venture between AGCO and the Italian ARGO group, is located in Breganze, Italy and manufactures harvesting equipment. In addition to producing Laverda branded combines, the Breganze factory manufactures mid-range combine harvesters for our Massey Ferguson, Fendt and Challenger brands for distribution in Europe, Africa and the Middle East. In October 2010, we entered into a purchase agreement with ARGO to acquire the remaining 50% of Laverda. Upon closing, which is subject to relevant local competition authority approval, we will own 100% of Laverda, which includes the hay and grass equipment business of Fella-Werke GmbH. The Company expects the purchase to close in the first quarter of 2011.

Application Equipment

We offer self-propelled, three- and four-wheeled vehicles and related equipment for use in the application of liquid and dry fertilizers and crop protection chemicals. We manufacture chemical sprayer equipment for use both prior to planting crops, known as “pre-emergence,” and after crops emerge from the ground, known as “post-emergence.” We also manufacture related equipment, including vehicles used for waste application

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that are specifically designed for subsurface liquid injection and surface spreading of biosolids, such as sewage sludge and other farm or industrial waste that can be safely used for soil enrichment. Application equipment accounted for approximately 4% of our net sales in 2010, 2009 and 2008.

Hay Tools and Forage Equipment, Implements, Engines and Other Products

Our hay tools and forage equipment include both round and rectangular balers, self-propelled windrowers, disc mowers, spreaders and mower conditioners and are used for the harvesting and packaging of vegetative feeds used in the beef cattle, dairy, horse and alternative fuel industries.

We also distribute a wide range of implements, planters and other equipment for our product lines. Tractor-pulled implements are used in field preparation and crop management. Implements include: disc harrows, which improve field performance by cutting through crop residue, leveling seed beds and mixing chemicals with the soil; heavy tillage, which break up soil and mix crop residue into topsoil, with or without prior discing; and field cultivators, which prepare a smooth seed bed and destroy weeds. Tractor-pulled planters apply fertilizer and place seeds in the field. Other equipment primarily includes loaders, which are used for a variety of tasks including lifting and transporting hay crops.

We provide a variety of precision farming technologies that are developed, manufactured, distributed and supported on a worldwide basis. A majority of these technologies are developed by third parties and are installed in our products. These technologies provide farmers with the capability to enhance productivity and profitability on the farm. Through the use of global positioning systems, or GPS, our automated steering and guidance products use satellites to help our customers eliminate skips and overlaps to optimize land use. This technology allows for more precise farming practices, from cultivation to planting to nutrient and pesticide applications. AGCO also offers other advanced technology precision farming products that gather information such as yield data, allowing our customers to produce yield maps for the purpose of maximizing planting and fertilizer applications. Many of our tractors, combines, planters and sprayers are equipped with these precision farming technologies at the customer’s option. Our suite of farm management software converts a variety of data generated by our machinery into valuable information that can be used to enhance efficiency, productivity and profitability and promote greater environmental stewardship. While these products do not generate significant revenues, we believe that these products and related services are desired and highly valued by professional farmers around the world and are integral to the growth of our machinery sales.

Our AGCO Sisu Power engines division produces diesel engines, gears and generating sets. The diesel engines are manufactured for use in Valtra tractors and certain other branded tractors, combines and sprayers, as well as for sale to third parties. The engine division specializes in the manufacturing of off-road engines in the 50 to 500 horsepower range.

Hay tools and forage equipment, implements, engines and other products accounted for approximately 7% of our net sales in 2010 and 9% in both 2009 and 2008.

Replacement Parts

In addition to sales of new equipment, our replacement parts business is an important source of revenue and profitability for both us and our dealers. We sell replacement parts, many of which are proprietary, for all of the products we sell. These parts help keep farm equipment in use, including products no longer in production. Since most of our products can be economically maintained with parts and service for a period of ten to 20 years, each product that enters the marketplace provides us with a potential long-term revenue stream. In addition, sales of replacement parts typically generate higher gross profit margins and historically have been less cyclical than new product sales. Replacement parts accounted for approximately 15% of our net sales in 2010, 14% in 2009 and 13% in 2008.

Marketing and Distribution

We distribute products primarily through a network of independent dealers and distributors. Our dealers are responsible for retail sales to the equipment’s end user in addition to after-sales service and support of the

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equipment. Our distributors may sell our products through a network of dealers supported by the distributor. Our sales are not dependent on any specific dealer, distributor or group of dealers. We intend to maintain the separate strengths and identities of our core brand names and product lines.

Europe

We market and distribute farm machinery, equipment and replacement parts to farmers in European markets through a network of approximately 1,100 independent dealers and distributors. In certain markets, we also sell Valtra tractors and parts directly to the end user. In some cases, dealers carry competing or complementary products from other manufacturers. Sales in Europe accounted for approximately 47% of our net sales in 2010, 54% in 2009 and 55% in 2008.

North America

We market and distribute farm machinery, equipment and replacement parts to farmers in North America through a network of approximately 950 independent dealers, each representing one or more of our brand names. Dealers may also sell competitive and dissimilar lines of products. Sales in North America accounted for approximately 22% of our net sales in 2010, 2009 and 2008.

South America

We market and distribute farm machinery, equipment and replacement parts to farmers in South America through several different networks. In Brazil and Argentina, we distribute products directly to approximately 325 independent dealers. In Brazil, dealers are generally exclusive to one manufacturer. Outside of Brazil and Argentina, we sell our products in South America through independent distributors. Sales in South America accounted for approximately 25% of our net sales in 2010 and 18% in both 2009 and 2008.

Rest of the World

Outside Europe, North America and South America, we operate primarily through a network of approximately 275 independent dealers and distributors, as well as associates and licensees, marketing our products and providing customer service support in approximately 85 countries in Africa, the Middle East, Australia and Asia. With the exception of Australia and New Zealand, where we directly support our dealer network, we generally utilize independent distributors, associates and licensees to sell our products. These arrangements allow us to benefit from local market expertise to establish strong market positions with limited investment. Sales outside Europe, North America and South America accounted for approximately 6% of our net sales in both 2010 and 2009 and 5% in 2008.

Associates and licensees provide a distribution channel in some markets for our products and/or a source of low-cost production for certain Massey Ferguson and Valtra products. Associates are entities in which we have an ownership interest, most notably in India. Licensees are entities in which we have no direct ownership interest, most notably in Pakistan. The associate or licensee generally has the exclusive right to produce and sell Massey Ferguson or Valtra equipment in its home country but may not sell these products in other countries. We generally license to these associates and licensees certain technology, as well as the right to use the Massey Ferguson or Valtra trade names. We also sell products to associates and licensees in the form of components used in local manufacturing operations, tractor kits supplied in completely knocked down form for local assembly and distribution, and fully assembled tractors for local distribution only. In certain countries, our arrangements with associates and licensees have evolved to where we principally provide technology, technical assistance and quality control. In these situations, licensee manufacturers sell certain tractor models under the Massey Ferguson or Valtra brand names in the licensed territory and also may become a source of low-cost production for us.

Parts Distribution

Parts inventories are maintained and distributed in a network of master and regional warehouses throughout North America, South America, Western Europe and Australia in order to provide timely response

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to customer demand for replacement parts. Our primary Western European master distribution warehouses are located in Desford, United Kingdom; Ennery, France; and Suolahti, Finland; and our North American master distribution warehouses are located in Batavia, Illinois and Kansas City, Missouri. Our South American master distribution warehouses are located in Jundiai, São Paulo, Brazil; and in Haedo, Argentina.

In December 2010, we acquired Sparex Holding Ltd, (“Sparex”), a global distributor of accessories and tractor and replacement parts serving the agricultural aftermarket, with operations in 17 countries. Sparex is headquartered in Exeter, United Kingdom.

Dealer Support and Supervision

We believe that one of the most important criteria affecting a farmer’s decision to purchase a particular brand of equipment is the quality of the dealer who sells and services the equipment. We provide significant support to our dealers in order to improve the quality of our dealer network. We monitor each dealer’s performance and profitability and establish programs that focus on continual dealer improvement. Our dealers generally have sales territories for which they are responsible.

We believe that our ability to offer our dealers a full product line of agricultural equipment and related replacement parts, as well as our ongoing dealer training and support programs focusing on business and inventory management, sales, marketing, warranty and servicing matters and products, helps ensure the vitality and increase the competitiveness of our dealer network. We also maintain dealer advisory groups to obtain dealer feedback on our operations.

We provide our dealers with volume sales incentives, demonstration programs and other advertising support to assist sales. We design our sales programs, including retail financing incentives, and our policies for maintaining parts and service availability with extensive product warranties to enhance our dealers’ competitive position. In general, either party may cancel dealer contracts within certain notice periods.

Wholesale Financing

Primarily in the United States and Canada, we engage in the standard industry practice of providing dealers with floor plan payment terms for their inventories of farm equipment for extended periods. The terms of our wholesale finance agreements with our dealers vary by region and product line, with fixed payment schedules on all sales, generally ranging from one to 12 months. In the United States and Canada, dealers typically are not required to make an initial down payment, and our terms allow for an interest-free period generally ranging from six to 12 months, depending on the product. All equipment sales to dealers in the United States and Canada are immediately due upon a retail sale of the equipment by the dealer. If not previously paid by the dealer, installment payments are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment. We also provide financing to dealers on used equipment accepted in trade. We retain a security interest in a majority of the new and used equipment we finance.

Typically, sales terms outside the United States and Canada are of a shorter duration, generally ranging from 30 to 180 days. In many cases, we retain a security interest in the equipment sold on extended terms. In certain international markets, our sales are backed by letters of credit or credit insurance.

For sales in most markets outside of the United States and Canada, we normally do not charge interest on outstanding receivables from our dealers and distributors. For sales to certain dealers or distributors in the United States and Canada, interest is generally charged at or above prime lending rates on outstanding receivable balances after interest-free periods. These interest-free periods vary by product and generally range from one to 12 months, with the exception of certain seasonal products, which bear interest after periods of up to 23 months that vary depending on the time of year of the sale and, the dealer or distributor’s sales volume during the preceding year. For the year ended December 31, 2010, 16.1% and 5.1% of our net sales had maximum interest-free periods ranging from one to six months and seven to 12 months, respectively. Net sales with maximum interest-free periods ranging from 13 to 23 months were approximately 0.4% of our net sales during 2010. Actual interest-free periods are shorter than suggested by these percentages because receivables

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from our dealers and distributors in the United States and Canada are generally due immediately upon sale of the equipment to retail customers. Under normal circumstances, interest is not forgiven and interest-free periods are not extended. We have an agreement to permit transferring, on an ongoing basis, substantially all of our wholesale interest-bearing and non-interest bearing receivables in North America to our U.S. and Canadian retail finance joint ventures, AGCO Finance LLC and AGCO Finance Canada, Ltd. Upon transfer, the receivables maintain standard payment terms, including required regular principal payments on amounts outstanding, and interest charges at market rates. Qualified dealers may obtain additional financing through our U.S. and Canadian retail finance joint ventures at the joint ventures’ discretion. In addition, AGCO Finance entities provide wholesale financing to dealers in certain markets in Europe and Brazil.

Retail Financing

Through our AGCO Finance retail financing joint ventures located in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria, end users of our products are provided with a competitive and dedicated financing source. These retail finance companies are owned 49% by AGCO and 51% by a wholly-owned subsidiary of Rabobank. The AGCO Finance joint ventures can tailor retail finance programs to prevailing market conditions, and such programs can enhance our sales efforts. Refer to “Retail Finance Joint Ventures” within Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for further information.

Manufacturing and Suppliers

Manufacturing and Assembly

We manufacture our products in locations intended to optimize capacity, technology or local costs. Furthermore, we continue to balance our manufacturing resources with externally-sourced machinery, components and replacement parts to enable us to better control inventory and our supply of components. We believe that our manufacturing facilities are sufficient to meet our needs for the foreseeable future.

Europe

Our tractor manufacturing operations in Europe are located in Suolahti, Finland; Beauvais, France; and Marktoberdorf, Germany. The Suolahti facility produces 75 to 220 horsepower tractors marketed under the Valtra and Massey Ferguson brand names. The Beauvais facility produces 80 to 370 horsepower tractors primarily marketed under the Massey Ferguson, Challenger and Valtra brand names. The Marktoberdorf facility produces 70 to 390 horsepower tractors marketed under the Fendt brand name. We also assemble cabs for our Fendt tractors in Baumenheim, Germany. We have a diesel engine manufacturing facility in Linnavuori, Finland. Our 50% investment in Laverda, an operating joint venture between AGCO and the Italian ARGO group, is located in Breganze, Italy and manufactures harvesting equipment. In addition to producing Laverda branded combines, the Breganze factory manufactures mid-range combine harvesters for our Massey Ferguson, Fendt and Challenger brand names. We also have a joint venture with Claas Tractor SAS for the manufacture of driveline assemblies for tractors produced in our facility in Beauvais.

North America

Our manufacturing operations in North America are located in Beloit, Kansas; Hesston, Kansas; Jackson, Minnesota; and Queretaro, Mexico, and produce products for a majority of our brand names in North America as well as for export outside of North America. The Beloit facility produces tillage and seeding equipment. The Hesston facility produces hay and forage equipment, rotary combines and planters. The Jackson facility produces 270 to 585 horsepower track tractors and four-wheeled drive articulated tractors, as well as self-propelled sprayers. In Queretaro, we assemble tractors for distribution in the Mexican market. In addition, we also have three tractor light assembly operations throughout the United States for the final assembly of imported tractors sold in the North American market.

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South America

Our manufacturing operations in South America are located in Brazil. In Canoas, Rio Grande do Sul, Brazil, we manufacture and assemble tractors, ranging from 50 to 220 horsepower, and industrial loader-backhoes. The tractors are sold primarily under the Massey Ferguson brand name. In Mogi das Cruzes, Brazil, we manufacture and assemble tractors, ranging from 50 to 210 horsepower, marketed primarily under the Valtra and Challenger brand names. We also manufacture diesel engines in the Mogi das Cruzes facility. We manufacture combines marketed under the Massey Ferguson, Valtra and Challenger brand names in Santa Rosa, Rio Grande do Sul, Brazil. In Ibirubá, Rio Grande do Sul, Brazil, we manufacture and distribute a line of farm implements, including drills, planters, corn headers and front loaders.

Third-Party Suppliers

We externally source many of our machinery, components and replacement parts. Our production strategy is intended to optimize our research and development and capital investment requirements and to allow us greater flexibility to respond to changes in market conditions.

We purchase some of the products we distribute from third-party suppliers. We purchase standard and specialty tractors from Carraro S.p.A. and distribute these tractors worldwide. In addition, we purchase some tractor models from our licensee in India, Tractors and Farm Equipment Limited, and compact tractors from Iseki & Company, Limited, a Japanese manufacturer. We also purchase other tractors, implements and hay and forage equipment from various third-party suppliers.

In addition to the purchase of machinery, third-party suppliers supply us with significant components used in our manufacturing operations, such as engines and transmissions. We select third-party suppliers that we believe are low cost, high quality and possess the most appropriate technology. We also assist in the development of these products or component parts based upon our own design requirements. Our past experience with outside suppliers generally has been favorable.

Seasonality

Generally, retail sales by dealers to farmers are highly seasonal and are a function of the timing of the planting and harvesting seasons. To the extent practicable, we attempt to ship products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal retail demands on our manufacturing operations and to minimize our investment in inventory. Our financing requirements are subject to variations due to seasonal changes in working capital levels, which typically increase in the first half of the year and then decrease in the second half of the year. The fourth quarter is also typically a period for large retail sales because of our customers’ year end tax planning considerations, the increase in availability of funds from completed harvests and the timing of dealer incentives.

Competition

The agricultural industry is highly competitive. We compete with several large national and international full-line suppliers, as well as numerous short-line and specialty manufacturers with differing manufacturing and marketing methods. Our two principal competitors on a worldwide basis are Deere & Company and CNH Global N.V. In certain Western European and South American countries, we have regional competitors that have significant market share in a single country or a group of countries.

We believe several key factors influence a buyer’s choice of farm equipment, including the strength and quality of a company’s dealers, the quality and pricing of products, dealer or brand loyalty, product availability, the terms of financing, and customer service. See “Marketing and Distribution” for additional information.

Engineering and Research

We make significant expenditures for engineering and applied research to improve the quality and performance of our products, to develop new products and to comply with government safety and engine

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emissions regulations. Our expenditures on engineering and research were approximately $219.6 million, or 3.2% of net sales, in 2010, $191.9 million, or 2.9% of net sales, in 2009 and $194.5 million, or 2.4% of net sales, in 2008.

Intellectual Property

We own and have licenses to the rights under a number of domestic and foreign patents, trademarks, trade names and brand names relating to our products and businesses. We defend our patent, trademark and trade and brand name rights primarily by monitoring competitors’ machines and industry publications and conducting other investigative work. We consider our intellectual property rights, including our rights to use our trade and brand names, important in the operation of our businesses. However, we do not believe we are dependent on any single patent, trademark or trade name or group of patents or trademarks, trade names or brand names.

Environmental Matters and Regulation

We are subject to environmental laws and regulations concerning emissions to the air, discharges of processed or other types of wastewater, and the generation, handling, storage, transportation, treatment and disposal of waste materials. These laws and regulations are constantly changing, and the effects that they may have on us in the future are impossible to predict with accuracy. It is our policy to comply with all applicable environmental, health and safety laws and regulations, and we believe that any expense or liability we may incur in connection with any noncompliance with any law or regulation or the cleanup of any of our properties will not have a materially adverse effect on us. We believe that we are in compliance in all material respects with all applicable laws and regulations.

The United States Environmental Protection Agency has issued regulations concerning permissible emissions from off-road engines. Our AGCO Sisu Power engines division, which specializes in the manufacturing of off-road engines in the 40 to 500 horsepower range, currently complies with Com II, Com IIIa, Com IIIb, Tier II, Tier III and Tier 4i emissions requirements set by European and United States regulatory authorities. We also are currently required to comply with other country regulations outside of the United States and Europe. We expect to meet future emissions requirements through the introduction of new technology to our engines and exhaust after-treatment systems, as necessary. In some markets (such as the United States) we must obtain governmental environmental approvals in order to import our products, and these approvals can be difficult or time consuming to obtain or may not be obtainable at all. For example, our AGCO Sisu Power engine division and our engine suppliers are subject to air quality standards, and production at our facilities could be impaired if AGCO Sisu Power and these suppliers are unable to timely respond to any changes in environmental laws and regulations affecting engine emissions. Compliance with environmental and safety regulations has added, and will continue to add, to the cost of our products and increase the capital-intensive nature of our business.

Climate change as a result of emissions of greenhouse gases is a significant topic of discussion and may generate U.S. and other regulatory responses in the near future, including the imposition of a so-called “cap and trade” system. It is impracticable to predict with any certainty the impact on our business of climate change or the regulatory responses to it, although we recognize that they could be significant. The most direct impacts are likely to be an increase in energy costs, which would increase our operating costs (through increased utility and transportations costs) and an increase in the costs of the products we purchase from others. In addition, increased energy costs for our customers could impact demand for our equipment. It is too soon for us to predict with any certainty the ultimate impact of additional regulation, either directionally or quantitatively, on our overall business, results of operations or financial condition.

Our international operations also are subject to environmental laws, as well as various other national and local laws, in the countries in which we manufacture and sell our products. We believe that we are in compliance with these laws in all material respects and that the cost of compliance with these laws in the future will not have a materially adverse effect on us.

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Regulation and Government Policy

Domestic and foreign political developments and government regulations and policies directly affect the agricultural industry in the United States and abroad and indirectly affect the agricultural equipment business. The application, modification or adoption of laws, regulations or policies could have an adverse effect on our business.

We are subject to various federal, state and local laws affecting our business, as well as a variety of regulations relating to such matters as working conditions and product safety. A variety of laws regulate our contractual relationships with our dealers. These laws impose substantive standards on the relationships between us and our dealers, including events of default, grounds for termination, non-renewal of dealer contracts and equipment repurchase requirements. Such laws could adversely affect our ability to terminate our dealers.

Employees

As of December 31, 2010, we employed approximately 14,300 employees, including approximately 3,300 employees in the United States and Canada. A majority of our employees at our manufacturing facilities, both domestic and international, are represented by collective bargaining agreements and union contracts with terms that expire on varying dates. We currently do not expect any significant difficulties in renewing these agreements.

Available Information

Our Internet address is www.agcocorp.com. We make the following reports filed by us available, free of charge, on our website under the heading “SEC Filings” in our website’s “Investors” section located under “Company”:

•  annual reports on Form 10-K;

•  quarterly reports on Form 10-Q;

•  current reports on Form 8-K;

•  proxy statements for the annual meetings of stockholders; and

•  Forms 3, 4 and 5

The foregoing reports are made available on our website as soon as practicable after they are filed with the Securities and Exchange Commission (“SEC”).

We also provide corporate governance and other information on our website. This information includes:

•  charters for the committees of our board of directors, which are available under the heading “Committee Charters” in the “Corporate Governance” section of our website’s “About AGCO” section located under “Company”; and

•  our Code of Conduct, which is available under the heading “Code of Conduct” in the “Corporate Governance” section of our website’s “About AGCO” section located under “Company.”

In addition, in the event of any waivers of our Code of Conduct, those waivers will be available under the heading “Office of Ethics and Compliance” in the “Corporate Governance” section of our website’s “About AGCO” section located under “Company.”

Financial Information on Geographical Areas

For financial information on geographic areas, see Note 14 to the financial statements contained in this Form 10-K under the caption “Segment Reporting,” which information is incorporated herein by reference.

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Item 1A.   Risk Factors

We make forward-looking statements in this report, in other materials we file with the SEC or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, products, manufacturing facilities, legal proceedings, financial condition, future financial performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding industry conditions, currency translation impacts, pricing impacts, the impact of recent acquisitions and marketing initiatives, market demand, farm incomes and economics, crop prices, weather conditions, government financing programs, general economic conditions, availability of financing, net sales and income, working capital and debt service requirements, gross margin improvements, restructuring benefits and expenses, engineering and development expenses, compliance with financial covenants, support of lenders, release of solvency guarantee, funding of our postretirement plans and pensions, uncertain income tax provisions, impacts of unrecognized actuarial losses related to our pension and postretirement benefit plans, conversion features of our notes, or realization of net deferred tax assets, are forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. These factors include, among others, those set forth below and in the other documents that we file with the SEC. There also are other factors that we may not describe, generally because we currently do not perceive them to be material, that could cause actual results to differ materially from our expectations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Our financial results depend entirely upon the agricultural industry, and factors that adversely affect the agricultural industry generally, including declines in the general economy, increases in farm input costs, lower commodity prices and changes in the availability of credit for our retail customers, will adversely affect us.

Our success depends heavily on the vitality of the agricultural industry. Historically, the agricultural industry, including the agricultural equipment business, has been cyclical and subject to a variety of economic factors, governmental regulations and legislation, and weather conditions. Sales of agricultural equipment generally are related to the health of the agricultural industry, which is affected by farm income, farm input costs, debt levels and land values, all of which reflect levels of commodity prices, acreage planted, crop yields, agricultural product demand including crops used as renewable energy sources, government policies and government subsidies. Sales also are influenced by economic conditions, interest rate and exchange rate levels, and the availability of retail financing, as well as the economic downturn that recently adversely impacted our sales in certain regions. Trends in the industry, such as farm consolidations, may affect the agricultural equipment market. In addition, weather conditions, such as floods, heat waves or droughts, and pervasive livestock diseases can affect farmers’ buying decisions. Downturns in the agricultural industry due to these or other factors could vary by market and are likely to result in decreases in demand for agricultural equipment, which would adversely affect our sales, growth, results of operations and financial condition. Moreover, volatility in demand makes it difficult for us to accurately predict sales and optimize production. This, in turn, can result in higher costs, including inventory carrying costs. During previous downturns in the farm sector, we experienced significant and prolonged declines in sales and profitability, and we expect our business to remain subject to similar market fluctuations in the future.

The agricultural equipment industry is highly seasonal, and seasonal fluctuations significantly impact results of operations and cash flows.

The agricultural equipment business is highly seasonal, which causes our quarterly results and our available cash flow to fluctuate during the year. Farmers generally purchase agricultural equipment in the Spring and Fall in conjunction with the major planting and harvesting seasons. In addition, the fourth quarter

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typically is a significant period for retail sales because of our customers’ year end tax planning considerations, the increase in availability of funds from completed harvests and the timing of dealer incentives. Our net sales and income from operations historically have been the lowest in the first quarter and have increased in subsequent quarters as dealers anticipate increased retail sales in subsequent quarters.

Most of our sales depend on the retail customers’ obtaining financing, and any disruption in their ability to obtain financing, whether due to the current economic downturn or otherwise, will result in the sale of fewer products by us. In addition, the collectability of receivables that are created from our sales, as well as from such retail financing, is critical to our business.

Most retail sales of the products that we manufacture are financed, either by our joint ventures with Rabobank or by a bank or other private lender. During 2010, our joint ventures with Rabobank, which are controlled by Rabobank and are dependent upon Rabobank for financing as well, financed approximately 50% of the retail sales of our tractors and combines in the markets where the joint ventures operate. Any difficulty by Rabobank in continuing to provide that financing, or any business decision by Rabobank as the controlling member not to fund the business or particular aspects of it (for example, a particular country or region), would require the joint ventures to find other sources of financing (which may be difficult to obtain), or us to find another source of retail financing for our customers, or our customers would be required to utilize other retail financing providers. As a result of the recent economic downturn, financing for capital equipment purchases generally became more difficult in certain regions and, in some cases, was expensive to obtain. To the extent that financing is not available or available only at unattractive prices, our sales would be negatively impacted.

In some cases, the financing provided by our joint venture with Rabobank or by others is supported by a government subsidy or guarantee. The programs under which those subsidies and guarantees are provided generally are of limited duration and subject to renewal and contain various caps and other limitations. In some markets, for example, Brazil, this support is quite significant. In the event the governments that provide this support elect not to renew these programs, and were financing not available, whether through our joint ventures or otherwise, our sales would be negatively impacted.

In addition, both AGCO and our retail finance joint ventures have substantial accounts receivable from dealers and retail customers, and we would be adversely impacted if the collectability of these receivables was not consistent with historical experience; this collectability is dependent on the financial strength of the farm industry, which in turn is dependent upon the general economy and commodity prices, as well as several of the other factors discussed in this “Risk Factors” section.

Our success depends on the introduction of new products, which requires substantial expenditures.

Our long-term results depend upon our ability to introduce and market new products successfully. The success of our new products will depend on a number of factors, including:

•  innovation;

•  customer acceptance;

•  the efficiency of our suppliers in providing component parts; and

•  the performance and quality of our products relative to those of our competitors.

As both we and our competitors continuously introduce new products or refine versions of existing products, we cannot predict the level of market acceptance or the amount of market share our new products will achieve. We have experienced delays in the introduction of new products in the past, and we cannot assure you that we will not experience delays in the future. Any manufacturing delays or problems with our new product launches will adversely affect our operating results. In addition, introducing new products could result in a decrease in revenues from our existing products. Consistent with our strategy of offering new products and product refinements, we expect to continue to use a substantial amount of capital for product development and refinement. We may need more capital for product development and refinement than is available to us, which could adversely affect our business, financial condition or results of operations.

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Our expansion plans in emerging markets could entail significant risks.

Our strategies include establishing a greater manufacturing and marketing presence in emerging markets such as China and Russia. In addition, we are growing our use of component suppliers in these markets. If we progress with these strategies, it will involve a significant investment of capital and other resources and entail various risks. These include risks attendant to obtaining necessary governmental approvals and the construction of the facilities in a timely manner and within cost estimates, the establishment of supply channels, the commencement of efficient manufacturing operations and, ultimately, the acceptance of the products by our customers. While we expect the expansion to be successful, should we encounter difficulties involving these or similar factors, it may not be as successful as we anticipate.

We face significant competition and, if we are unable to compete successfully against other agricultural equipment manufacturers, we would lose customers and our net sales and profitability would decline.

The agricultural equipment business is highly competitive, particularly in North America, Europe and South America. We compete with several large national and international companies that, like us, offer a full line of agricultural equipment. We also compete with numerous short-line and specialty manufacturers and suppliers of farm equipment products. Our two key competitors, Deere & Company and CNH Global N.V., are substantially larger than we are and have greater financial and other resources. In addition, in some markets, we compete with smaller regional competitors with significant market share in a single country or group of countries. Our competitors may substantially increase the resources devoted to the development and marketing, including discounting, of products that compete with our products. In addition, competitive pressures in the agricultural equipment business may affect the market prices of new and used equipment, which, in turn, may adversely affect our sales margins and results of operations.

We maintain an independent dealer and distribution network in the markets where we sell products. The financial and operational capabilities of our dealers and distributors are critical for our ability to compete in these markets. In addition, we compete with other manufacturers of agricultural equipment for dealers. If we are unable to compete successfully against other agricultural equipment manufacturers, we could lose dealers and their end customers and our net sales and profitability may decline.

Rationalization or restructuring of manufacturing facilities may cause production capacity constraints and inventory fluctuations.

The rationalization of our manufacturing facilities has at times resulted in, and similar rationalizations or restructurings in the future may result in, temporary constraints upon our ability to produce the quantity of products necessary to fill orders and thereby complete sales in a timely manner. A prolonged delay in our ability to fill orders on a timely basis could affect customer demand for our products and increase the size of our product inventories, causing future reductions in our manufacturing schedules and adversely affecting our results of operations. Moreover, our continuous development and production of new products will often involve the retooling of existing manufacturing facilities. This retooling may limit our production capacity at certain times in the future, which could adversely affect our results of operations and financial condition. In addition the expansion and reconfiguration of existing manufacturing facilities, as well as the start up of new manufacturing operations in emerging markets, such as China and Russia, could increase the risk of production delays, as well as require significant investments of capital.

We depend on suppliers for raw materials, components and parts for our products, and any failure by our suppliers to provide products as needed, or by us to promptly address supplier issues, will adversely impact our ability to timely and efficiently manufacture and sell products. We also are subject to raw material price fluctuations, which can adversely affect our manufacturing costs.

Our products include components and parts manufactured by others. As a result, our ability to timely and efficiently manufacture existing products, to introduce new products and to shift manufacturing of products from one facility to another depends on the quality of these components and parts and the timeliness of their delivery to our facilities. At any particular time, we depend on many different suppliers, and the failure by one

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or more of our suppliers to perform as needed will result in fewer products being manufactured, shipped and sold. If the quality of the components or parts provided by our suppliers is less than required and we do not recognize that failure prior to the shipment of our products, we will incur higher warranty costs. The timely supply of component parts for our products also depends on our ability to manage our relationships with suppliers, to identify and replace suppliers that fail to meet our schedules or quality standards, and to monitor the flow of components and accurately project our needs. The shift from our existing suppliers to new suppliers, including suppliers in emerging markets in the future, also may impact the quality and efficiency of our manufacturing capabilities, as well as impact warranty costs. A significant increase in the price of any component or raw material could adversely affect our profitability. We cannot avoid exposure to global price fluctuations, such as occurred in the past with the costs of steel and related products, and our profitability depends on, among other things, our ability to raise equipment and parts prices sufficiently enough to recover any such material or component cost increases.

A majority of our sales and manufacturing take place outside the United States, and, as a result, we are exposed to risks related to foreign laws, taxes, economic conditions, labor supply and relations, political conditions and governmental policies. These risks may delay or reduce our realization of value from our international operations.

For the year ended December 31, 2010, we derived approximately $5,745.2 million, or 83%, of our net sales from sales outside the United States. The foreign countries in which we do the most significant amount of business are Germany, France, Brazil, the United Kingdom, Finland and Canada. In addition, we have significant manufacturing operations in France, Germany, Brazil and Finland. Our results of operations and financial condition may be adversely affected by the laws, taxes, economic conditions, labor supply and relations, political conditions, and governmental policies of the foreign countries in which we conduct business. Our business practices in these foreign countries must comply with U.S. law, including the Foreign Corrupt Practices Act (“FCPA”). We have a compliance program in place designed to reduce the likelihood of potential violations of the FCPA, but we cannot provide assurances that future violations will not occur.. If significant violations were to occur, they could subject us to fines and other penalties as well as increased compliance costs. Some of our international operations also are subject to various risks that are not present in domestic operations, including restrictions on dividends and the repatriation of funds. Foreign developing markets may present special risks, such as unavailability of financing, inflation, slow economic growth, price controls and compliance with U.S. regulations.

Domestic and foreign political developments and government regulations and policies directly affect the international agricultural industry, which affects the demand for agricultural equipment. If demand for agricultural equipment declines, our sales, growth, results of operations and financial condition may be adversely affected. The application, modification or adoption of laws, regulations, trade agreements or policies adversely affecting the agricultural industry, including the imposition of import and export duties and quotas, expropriation and potentially burdensome taxation, could have an adverse effect on our business. The ability of our international customers to operate their businesses and the health of the agricultural industry, in general, are affected by domestic and foreign government programs that provide economic support to farmers. As a result, farm income levels and the ability of farmers to obtain advantageous financing and other protections would be reduced to the extent that any such programs are curtailed or eliminated. Any such reductions likely would result in a decrease in demand for agricultural equipment. For example, a decrease or elimination of current price protections for commodities or of subsidy payments for farmers in the European Union, the United States, Brazil or elsewhere in South America could negatively impact the operations of farmers in those regions, and, as a result, our sales may decline if these farmers delay, reduce or cancel purchases of our products. In emerging markets some of these (and other) risks can be greater than they might be elsewhere.

As a result of the multinational nature of our business and the acquisitions that we have made over time, our corporate and tax structures are complex, with a significant portion of our operations being held through foreign holding companies. As a result, it can be inefficient, from a tax perspective, for us to repatriate or otherwise transfer funds, and we may be subject to a greater level of tax-related regulation and reviews by multiple governmental units. In addition, our foreign and U.S. operations routinely sell products to, and license

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technology to other operations of ours. The pricing of these intra-company transactions is subject to regulation and review as well. While we make every effort to comply with all applicable tax laws, audits and other reviews by governmental units could result in our being required to pay additional taxes, interest and penalties.

We recently have experienced substantial and sustained volatility with respect to currency exchange rate and interest rate changes which can adversely affect our reported results of operations and the competitiveness of our products.

We conduct operations in a variety of currencies.  Our production costs, profit margins and competitive position are affected by the strength of the currencies in countries where we manufacture or purchase goods relative to the strength of the currencies in countries where our products are sold. In addition, we are subject to currency exchange rate risk to the extent that our costs are denominated in currencies other than those in which we earn revenues and to risks associated with translating the financial statements of our foreign subsidiaries from local currencies into United States dollars. Similarly, changes in interest rates affect our results of operations by increasing or decreasing borrowing costs and finance income. Our most significant transactional foreign currency exposures are the Euro, the Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound. Where naturally offsetting currency positions do not occur, we attempt to manage these risks by economically hedging some, but not all, of our exposures through the use of foreign currency forward exchange or option contracts. As with all hedging instruments, there are risks associated with the use of foreign currency forward exchange or option contracts, interest rate swap agreements and other risk management contracts. While the use of such hedging instruments provides us with protection for a finite period of time from certain fluctuations in currency exchange and interest rates, we potentially forego the benefits that might result from favorable fluctuations in currency exchange and interest rates. In addition, any default by the counterparties to these transactions could adversely affect us. Despite our use of economic hedging transactions, currency exchange rate or interest rate fluctuations may adversely affect our results of operations, cash flow or financial condition.

We are subject to extensive environmental laws and regulations, and our compliance with, or our failure to comply with, existing or future laws and regulations could delay production of our products or otherwise adversely affect our business.

We are subject to increasingly stringent environmental laws and regulations in the countries in which we operate. These regulations govern, among other things, emissions into the air, discharges into water, the use, handling and disposal of hazardous substances, waste disposal and the remediation of soil and groundwater contamination. Our costs of complying with these or any other current or future environmental regulations may be significant. For example, the European Union and the United States have adopted more stringent environmental regulations regarding emissions into the air, and it is possible that the U.S. Congress will pass emissions-related legislation in connection with concerns regarding greenhouse gases. We may be adversely impacted by costs, liabilities or claims with respect to our operations under existing laws or those that may be adopted in the future. If we fail to comply with existing or future laws and regulations, we may be subject to governmental or judicial fines or sanctions, or we may not be able to sell our products and, therefore, our business and results of operations could be adversely affected.

In addition, the products that we manufacture or sell, particularly engines, are subject to increasingly stringent environmental regulations. As a result, we will likely incur increased engineering expenses and capital expenditures to modify our products to comply with these regulations. Further, we may experience production delays if we or our suppliers are unable to design and manufacture components for our products that comply with environmental standards established by regulators. For instance, we are required to meet more stringent emissions requirements both now and in the future, and we expect to meet these requirements through the introduction of new technology to our engines and exhaust after-treatment systems, as necessary. Failure to meet such requirements could materially affect our business and results of operations.

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Our labor force is heavily unionized, and our contractual and legal obligations under collective bargaining agreements and labor laws subject us to the risks of work interruption or stoppage and could cause our costs to be higher.

Most of our employees, most notably at our manufacturing facilities, are subject to collective bargaining agreements and union contracts with terms that expire on varying dates. Several of our collective bargaining agreements and union contracts are of limited duration and, therefore, must be re-negotiated frequently. As a result, we incur various administrative expenses associated with union representation of our employees. Furthermore, we are at greater risk of work interruptions or stoppages than non-unionized companies, and any work interruption or stoppage could significantly impact the volume of products we have available for sale. In addition, collective bargaining agreements, union contracts and labor laws may impair our ability to reduce our labor costs by streamlining existing manufacturing facilities and in restructuring our business because of limitations on personnel and salary changes and similar restrictions.

We have significant pension obligations with respect to our employees and our available cash flow may be adversely affected in the event that payments became due under any pension plans that are unfunded or underfunded. Declines in the market value of the securities used to fund these obligations result in increased pension expense in future periods.

A portion of our active and retired employees participate in defined benefit pension plans under which we are obligated to provide prescribed levels of benefits regardless of the value of the underlying assets, if any, of the applicable pension plan. To the extent that our obligations under a plan are unfunded or underfunded, we will have to use cash flow from operations and other sources to pay our obligations either as they become due or over some shorter funding period. In addition, since the assets that we already have provided to fund these obligations are invested in debt instruments and other securities, the value of these assets varies due to market factors. Recently, these fluctuations have been significant and adverse, and there can be no assurances that they will not be significant in the future. As of December 31, 2010, we had approximately $233.6 million in unfunded or underfunded obligations related to our pension and other postretirement health care benefits.

Our business routinely is subject to claims and legal actions, some of which could be material.

We routinely are a party to claims and legal actions incidental to our business. These include claims for personal injuries by users of farm equipment, disputes with distributors, vendors and others with respect to commercial matters, and disputes with taxing and other governmental authorities regarding the conduct of our business. While these matters generally are not material, it is entirely possible that a matter will arise that is material to our business.

We have a substantial amount of indebtedness, and, as a result, we are subject to certain restrictive covenants and payment obligations that may adversely affect our ability to operate and expand our business.

We have a substantial amount of indebtedness. As of December 31, 2010, we had total long-term indebtedness, including current portions of long-term indebtedness and amounts funded under our European accounts receivable securitization facilities, of approximately $744.0 million, total stockholders’ equity of approximately $2,659.2 million and a ratio of total indebtedness to equity of approximately 0.28 to 1.0. We also had short-term obligations of $179.4 million, capital lease obligations of $4.1 million, unconditional purchase or other long-term obligations of $381.2 million. In addition, we had guaranteed indebtedness owed to third parties and our retail finance joint ventures of approximately $128.4 million, primarily related to dealer and end-user financing of equipment.

Holders of our 13/4% convertible senior subordinated notes due 2033 and our 11/4% convertible senior subordinated notes due 2036 may convert the notes if, during any fiscal quarter, the closing sales price of our common stock exceeds 120% of the conversion price of $22.36 per share for our 13/4% convertible senior subordinated notes and $40.73 per share for our 11/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal

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quarter. Our 13/4% convertible senior subordinated notes are currently convertible and are classified as a current liability. Future classification of both series of our notes between current and long-term debt and classification of the equity component of our 11/4% convertible senior subordinated notes as “temporary equity” is dependent on the closing sales price of our common stock during future quarters. In the event the notes are converted in the future, we believe we could repay the notes with available cash on hand, funds from our $300.0 million multi-currency revolving credit facility or a combination of these sources.

Our substantial indebtedness could have important adverse consequences. For example, it could:

•  require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, which would reduce the availability of our cash flow to fund future working capital, capital expenditures, acquisitions and other general corporate purposes;

•  increase our vulnerability to general adverse economic and industry conditions;

•  limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•  restrict us from introducing new products or pursuing business opportunities;

•  place us at a competitive disadvantage compared to our competitors that have relatively less indebtedness;

•  limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds, pay cash dividends or engage in or enter into certain transactions; and

•  prevent us from selling additional receivables to our commercial paper conduits.

Our business increasingly is subject to regulations relating to privacy and data protection, and if we violate any of those regulations we could be subject to significant liability.

Increasingly the United States, the European Union and other governmental entities are imposing regulations designed to protect the collection, maintenance and transfer of personal information. Other regulations govern the collection and transfer of financial data and data security generally. These regulations generally impose penalties in the event of violations. In addition, we also could be subject to cyber attacks that, if successful, could compromise out information technology systems and our ability to conduct business.

Item 1B.   Unresolved Staff Comments

Not applicable.

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Item 2.   Properties

Our principal properties as of January 31, 2011, were as follows:

		Leased		Owned
Location	Description of Property	(Sq. Ft.)		(Sq. Ft.)
United States:
Batavia, Illinois	Parts Distribution		310,200
Beloit, Kansas	Manufacturing				232,500
Duluth, Georgia	Corporate Headquarters		110,000
Hesston, Kansas	Manufacturing				1,296,100
Jackson, Minnesota	Manufacturing				596,000
Kansas City, Missouri	Parts Distribution/Warehouse		593,600
International:
Neuhausen, Switzerland	Regional Headquarters		20,200
Stoneleigh, United Kingdom	Sales and Administrative Office		85,000
Desford, United Kingdom	Parts Distribution		298,000
Exeter, United Kingdom	Parts Distribution and Administrative Office				103,800
Beauvais, France(1)	Manufacturing				1,144,400
Ennery, France	Parts Distribution				417,500
Marktoberdorf, Germany	Manufacturing		110,000		972,900
Baumenheim, Germany	Manufacturing				561,000
Hohenmoelsen, Germany	Manufacturing				318,300
Randers, Denmark(2)	Manufacturing				143,400
Linnavuori, Finland	Manufacturing				257,700
Suolahti, Finland	Manufacturing/Parts Distribution				550,900
Sunshine, Victoria, Australia	Regional Headquarters/Parts Distribution				94,600
Haedo, Argentina	Parts Distribution/Sales Office		32,000
Canoas, Rio Grande do Sul, Brazil	Regional Headquarters/Manufacturing/ Parts Distribution				615,300
Santa Rosa, Rio Grande do Sul, Brazil	Manufacturing				386,500
Mogi das Cruzes, Brazil	Manufacturing/Parts Distribution				722,200
Ibirubá, Rio Grande do Sul, Brazil	Manufacturing				136,800
Changzou, China	Manufacturing		227,100

(1)	Includes our joint venture with GIMA, in which we own a 50% interest.
(2)	This property is currently being marketed for sale.

We consider each of our facilities to be in good condition and adequate for its present use. We believe that we have sufficient capacity to meet our current and anticipated manufacturing requirements.

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Item 3.   Legal Proceedings

On June 27, 2008, the Republic of Iraq filed a civil action in a federal court in New York, Case No. 08 CIV 59617, naming as defendants our French subsidiary and two of our other foreign subsidiaries that participated in the United Nations Oil for Food Program (the “Program”). Ninety-one other entities or companies also were named as defendants in the civil action due to their participation in the Program. The complaint purports to assert claims against each of the defendants seeking damages in an unspecified amount. Although our subsidiaries intend to vigorously defend against this action, it is not possible at this time to predict the outcome of this action or its impact, if any, on us, although if the outcome was adverse, we could be required to pay damages. In addition, the French government also is investigating our French subsidiary in connection with its participation in the Program.

In August 2008, as part of a routine audit, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of our Brazilian operations and the related transfer of certain assets to our Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2010, not including interest and penalties, was approximately 90.6 million Brazilian reais (or approximately $54.6 million). The amount ultimately in dispute will be greater because of interest, penalties and future deductions. We have been advised by our legal and tax advisors that our position with respect to the deductions is allowable under the tax laws of Brazil. We are contesting the disallowance and believe that it is not likely that the assessment, interest or penalties will be required to be paid. However, the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.

We are a party to various other legal claims and actions incidental to our business. We believe that none of these claims or actions, either individually or in the aggregate, is material to our business or financial condition.

Item 4.   Submission Of Matters to a Vote of Security Holders

Not Applicable.

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PART II

Item 5.   Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the symbol AGCO. As of the close of business on February 11, 2011, the closing stock price was $54.00, and there were 443 stockholders of record (this number does not include stockholders who hold their stock through brokers, banks and other nominees). The following table sets forth, for the periods indicated, the high and low sales prices for our common stock for each quarter within the last two years, as reported on the NYSE.

	High		Low
2010
First Quarter	$	36.86	$	30.22
Second Quarter		39.77		25.86
Third Quarter		40.19		26.50
Fourth Quarter		50.94		37.11

	High		Low
2009
First Quarter	$	28.13	$	15.10
Second Quarter		30.79		20.63
Third Quarter		33.50		25.06
Fourth Quarter		32.78		26.15

DIVIDEND POLICY

We currently do not pay dividends. We cannot provide any assurance that we will pay dividends in the foreseeable future. Although we are in compliance with all provisions of our debt agreements, both our credit facility and the indenture governing our senior subordinated notes contain restrictions on our ability to pay dividends in certain circumstances.

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Item 6.  Selected Financial Data

The following tables present our selected consolidated financial data. The data set forth below should be read together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical Consolidated Financial Statements and the related notes. The Consolidated Financial Statements as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 and the reports thereon are included in Item 8 in this Form 10-K. The historical financial data may not be indicative of our future performance.

	Years Ended December 31,
	2010		2009(4)		2008(4)		2007(4)		2006(2)(4)
	(In millions, except per share data)
Operating Data:
Net sales	$	6,896.6	$	6,516.4	$	8,273.1	$	6,715.9	$	5,335.4
Gross profit		1,258.7		1,071.9		1,498.4		1,189.7		927.2
Income from operations		324.2		218.7		563.7		393.7		68.2
Net income (loss)		220.2		135.4		385.9		232.9		(71.4	)
Net loss attributable to noncontrolling interest		0.3		0.3		—		—		—
Net income (loss) attributable to AGCO Corporation and subsidiaries	$	220.5	$	135.7	$	385.9	$	232.9	$	(71.4	)
Net income (loss) per common share — diluted(3)	$	2.29	$	1.44	$	3.95	$	2.41	$	(0.79	)
Weighted average shares outstanding — diluted(3)		96.4		94.1		97.7		96.6		90.8

	As of December 31,
	2010		2009(4)		2008(4)		2007(4)		2006(2)(4)
	(In millions, except number of employees)
Balance Sheet Data:
Cash and cash equivalents	$	719.9	$	651.4	$	506.1	$	574.8	$	400.7
Working capital(1)		1,208.1		1,079.6		1,037.4		724.8		735.3
Total assets		5,436.9		4,998.9		4,846.6		4,698.0		4,046.5
Total long-term debt, excluding current portion(1)		443.0		454.0		625.0		294.1		523.1
Stockholders’ equity		2,659.2		2,394.4		2,014.3		2,114.1		1,577.4
Other Data:
Number of employees		14,311		14,456		15,606		13,720		12,804

(1)	Holders of our $161.0 million 13/4% convertible senior subordinated notes due 2033 and our $201.3 million 11/4% convertible senior subordinated notes due 2036 may convert the notes if, during any fiscal quarter, the closing sales price of our common stock exceeds 120% of the conversion price of $22.36 per share for our 13/4% convertible senior subordinated notes and $40.73 per share for our 11/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter. As of December 31, 2010 and 2009, the criteria was met for our 13/4% convertible senior subordinated notes, and, therefore, we classified these notes as a current liability. As of December 31, 2008, this criteria was not met with respect to either of the notes, and, therefore, we classified both notes as long-term debt. As of December 31, 2007, the criteria was met for both notes, and, therefore, we classified both notes as current liabilities. As of December 31, 2006, the criteria was met for our 13/4% convertible senior subordinated notes, and, therefore, we classified these notes as a current liability.
(2)	During the fourth quarter of 2006, we concluded that the goodwill associated with our Sprayer business was impaired. We recorded a write-down of the total amount of such goodwill of approximately $171.4 million.
(3)	Our 11/4% and 13/4% convertible senior subordinated notes also potentially will impact the dilution of weighted shares outstanding for the excess conversion value using the treasury stock method. For the year ended December 31, 2006, approximately 1.2 million were excluded from the diluted weighted average shares outstanding calculation related to the assumed conversion of our 13/4% convertible senior subordinates notes, as the impact would have been antidilutive.
(4)	Operating data and balance sheet data presented above have been retroactively restated for the years ended December 31, 2009, 2008, 2007 and 2006 to reflect the deconsolidation of GIMA. Refer to Note 1 of our Consolidated Financial Statements for further discussion.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. We sell a full range of agricultural equipment, including tractors, combines, hay tools, sprayers, forage equipment and implements and a line of diesel engines. Our products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names, including: Challenger^®, Fendt^®, Massey Ferguson^® and Valtra^®. We distribute most of our products through a combination of approximately 2,650 dealers, distributors, associates and licensees. In addition, we provide retail financing in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria through our retail finance joint ventures with Rabobank.

Results of Operations

We sell our equipment and replacement parts to our independent dealers, distributors and other customers. A large majority of our sales are to independent dealers and distributors that sell our products to the end user. To the extent practicable, we attempt to sell products to our dealers and distributors on a level basis throughout the year to reduce the effect of seasonal demands on our manufacturing operations and to minimize our investment in inventory. However, retail sales by dealers to farmers are highly seasonal and are linked to the planting and harvesting seasons. In certain markets, particularly in North America, there is often a time lag, which varies based on the timing and level of retail demand, between our sale of the equipment to the dealer and the dealer’s sale to a retail customer.

As discussed in Note 1 to our Consolidated Financial Statements, we adopted the provisions of Accounting Standards Update (“ASU”) 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”) on January 1, 2010. As a result of the adoption, we determined that we should no longer consolidate our GIMA joint venture in our results of operations or financial position. Therefore, we have retroactively restated prior period information set forth below for the years ended December 31, 2009 and 2008 to reflect the deconsolidation of GIMA. In addition, as discussed in Note 14 to our Consolidated Financial Statements, we modified our system of reporting, resulting from changes to our internal management and organizational structure, effective January 1, 2010, which changed our reportable segments from North America; South America; Europe/Africa/Middle East; and Asia/Pacific to North America; South America; Europe/Africa/Middle East; and Rest of World. The Rest of World reportable segment includes the regions of Eastern Europe, Asia, Australia and New Zealand, and the Europe/Africa/Middle East segment no longer includes certain markets in Eastern Europe. Information set forth below for the years ended December 31, 2010 and 2009 have been adjusted to reflect the change in reporting segments within “2010 Compared to 2009.” Information and related disclosures for the year ended December 31, 2008 were not adjusted to reflect the change in reportable segments because it was impracticable to do so, and, therefore, the information supplied below within “2009 Compared to 2008” does not reflect the change in reportable segments.

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The following table sets forth, for the periods indicated, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations:

	Years Ended December 31,
	2010			2009			2008
Net sales		100.0	%		100.0	%		100.0	%
Cost of goods sold		81.8			83.6			81.9
Gross profit		18.2			16.4			18.1
Selling, general and administrative expenses		10.0			9.7			8.7
Engineering expenses		3.2			2.9			2.4
Restructuring and other infrequent expenses		0.1			0.2			—
Amortization of intangibles		0.2			0.3			0.2
Income from operations		4.7			3.3			6.8
Interest expense, net		0.5			0.6			0.4
Other expense, net		0.2			0.3			0.2
Income before income taxes and equity in net earnings of affiliates		4.0			2.4			6.2
Income tax provision		1.5			0.9			2.0
Income before equity in net earnings of affiliates		2.5			1.5			4.2
Equity in net earnings of affiliates		0.7			0.6			0.5
Net income		3.2			2.1			4.7
Net loss attributable to noncontrolling interest		—			—			—
Net income attributable to AGCO Corporation and subsidiaries		3.2	%		2.1	%		4.7	%

2010 Compared to 2009

Net income for 2010 was $220.5 million, or $2.29 per diluted share, compared to net income for 2009 of $135.7 million, or $1.44 per diluted share.

Net sales for 2010 were approximately $380.2 million, or 5.8%, higher than 2009 primarily due to sales increases in our South American and North American geographical segments, partially offset by a slight decrease in our Europe/Middle East/Africa geographical segment as well as the unfavorable impact of currency translation. Strong market conditions in South America during 2010 helped to contribute to our overall sales growth in 2010. Income from operations was $324.2 million in 2010 compared to $218.7 million in 2009. The increase in income from operations and operating margins during 2010 primarily was due to higher net sales, material cost control initiatives increased production volumes and an improved product mix, partially offset by higher engineering expenses.

In our Europe/Africa/Middle East region, income from operations decreased approximately $17.3 million in 2010 compared to 2009, primarily due to the reduction in net sales, lower production levels and increased engineering expenses. Income from operations in our South American region increased approximately $97.1 million in 2010 compared to 2009, primarily due to significant sales growth, improved factory productivity as a result of higher production levels, and a shift in product sales mix to higher margin, higher horsepower products. In our North America region, income from operations increased approximately $27.6 million in 2010 compared to 2009, primarily due to improved margins from new products, a favorable product mix, and factory efficiencies, partially offset by increased engineering expenditures. Income from operations in the Rest of World region decreased approximately $4.2 million in 2010 compared to 2009, primarily due to weaker net sales, an unfavorable product mix and increased expenses related to growth initiatives.

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Retail Sales

Worldwide industry equipment demand for farm equipment was mixed in 2010. In South America, strong industry conditions were the result of positive farm economics and continued availability of favorable government financing programs. North American industry demand was stable throughout 2010, with robust market demand for large equipment. Industry conditions in Western Europe were weak during the first half of 2010, especially in the dairy and livestock sectors, but improved in most major European markets towards the end of 2010.

In the United States and Canada, industry unit retail sales of tractors increased approximately 5% in 2010 compared to 2009, resulting from strong growth in industry unit retail sales of high horsepower tractors and modest growth in industry retail sales of compact tractors, partially offset by a small decline in unit retail sales of utility tractors. Industry unit retail sales of combines increased approximately 9% in 2010 compared to the prior year. Strong and improving economics for the professional producer sector contributed to the strength in retail sales of high horsepower tractors and combines. Continued weakness in the dairy and livestock sectors contributed to lower industry unit retail sales of mid-range utility tractors and hay equipment. In North America, our unit retail sales of tractors decreased in 2010 and our unit retailed sales of combines increased in 2010 compared to 2009 levels. In Western Europe, industry unit retail sales of tractors decreased approximately 10% in 2010 compared to 2009 due to lower retail volumes in most major Western European markets. Demand was weakest in France, Spain, Italy and the United Kingdom. The slow pace of macro-economic recovery, weak farmer sentiment and soft demand in the dairy and livestock sectors contributed to the decline in 2010. Our unit retail sales of tractors for 2010 in Western Europe were also lower when compared to 2009. In South America, industry unit retail sales of tractors in 2010 increased approximately 31% compared to 2009. Industry retail sales of combines during 2010 were approximately 29% higher than 2009. Industry unit retail sales of tractors in the major market of Brazil increased approximately 24% during 2010 compared to 2009. Strong farm fundamentals and favorable government-sponsored financing programs in Brazil contributed to the strong industry demand, which began to accelerate in the second half of 2009. Improved weather and increased crop production in Argentina contributed to significant increases in industry unit retail sales of tractors and combines during 2010 compared to 2009. Our South American unit retail sales of tractors and combines were also higher in 2010 as compared to 2009. Our net sales in our Rest of Word segment for 2010 were approximately 4.7% lower than 2009, primarily due to lower sales in Australia and New Zealand, partially offset by higher sales in Asia. Weak market conditions in Australia and New Zealand and the tightened credit environment in the markets of Eastern Europe and Russia contributed to the decline.

Results of Operations

Net sales for 2010 were $6,896.6 million compared to $6,516.4 million for 2009. Foreign currency translation negatively impacted net sales by approximately $18.8 million, or 0.3%, primarily due to the weakening of the Euro, largely offset by the strengthening of the Brazilian real during 2010 as compared to 2009. The following table sets forth, for the year ended December 31, 2010, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

											Change due to Currency
					Change						Translation
	2010		2009		$			%			$			%
North America	$	1,489.3	$	1,442.7	$	46.6			3.2	%	$	28.1			1.9	%
South America		1,753.3		1,167.1		586.2			50.2	%		163.0			14.0	%
Europe/Africa/Middle East		3,364.4		3,602.8		(238.4	)		(6.6	)%		(180.3	)		(5.0	)%
Rest of World		289.6		303.8		(14.2	)		(4.7	)%		8.0			2.6	%
	$	6,896.6	$	6,516.4	$	380.2			5.8	%	$	18.8			0.3	%

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The following is a reconciliation of net sales for the year ended December 31, 2010 at actual exchange rates compared to 2009 adjusted exchange rates (in millions):

	Year Ended December 31,
	2010 at		2010 at		Change due to
	Actual Exchange		Adjusted Exchange		Currency
	Rates		Rates(1)		Translation
North America	$	1,489.3	$	1,461.2		1.9	%
South America		1,753.3		1,590.3		14.0	%
Europe/Africa/Middle East		3,364.4		3,544.7		(5.0	)%
Rest of World		289.6		281.6		2.6	%
	$	6,896.6	$	6,877.8		0.3	%

⁽¹⁾ Adjusted exchange rates are 2009 exchange rates.

Regionally, net sales in North America increased modestly during 2010 compared to 2009. Increased net sales of sprayers, combines and parts were offset by declines in net sales of hay and forage equipment and utility tractors. In the Europe/Africa/Middle East region, net sales decreased slightly in 2010 compared to 2009 primarily due to weaker market conditions in Western Europe. We experienced the largest net sales declines in France, Germany and Africa, partially offset by sales growth in Poland and Finland. In South America, net sales increased during 2010 compared to 2009 primarily as a result of strong market conditions in the region, particularly in Brazil and Argentina. In the rest of the world, net sales decreased in 2010 compared to 2009, primarily due to net sales declines in Australia and New Zealand. We estimate that worldwide average price increases in 2010 and 2009 were approximately 2% and 3%, respectively. Consolidated net sales of tractors and combines, which consisted of approximately 74% of our net sales in 2010, increased approximately 7% in 2010 compared to 2009. Unit sales of tractors and combines increased approximately 8% during 2010 compared to 2009. The difference between the unit sales increase and the increase in net sales primarily was the result of foreign currency translation, pricing and sales mix changes.

The following table sets forth, for the years ended December 31, 2010 and 2009, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations (in millions, except percentages):

	2010					2009
			% of					% of
	$		Net Sales			$		Net Sales
Gross profit	$	1,258.7		18.2	%	$	1,071.9		16.4	%
Selling, general and administrative expenses		692.1		10.0	%		630.1		9.7	%
Engineering expenses		219.6		3.2	%		191.9		2.9	%
Restructuring and other infrequent expenses		4.4		0.1	%		13.2		0.2	%
Amortization of intangibles		18.4		0.2	%		18.0		0.3	%
Income from operations	$	324.2		4.7	%	$	218.7		3.3	%

Gross profit as a percentage of net sales increased during 2010 as compared to 2009. Higher production volumes and material cost control initiatives helped to produce higher gross margins. Unit production of tractors and combines during 2010 was approximately 8% higher than 2009. We recorded approximately $0.7 million and $0.1 million of stock compensation expense within cost of goods sold, during 2010 and 2009, respectively, as is more fully explained in Note 1 to our Consolidated Financial Statements.

Selling, general and administrative expenses (“SG&A”) expenses as a percentage of net sales increased slightly during 2010 compared to 2009. We recorded approximately $12.9 million and $8.2 million of stock compensation expense, within SG&A, during 2010 and 2009, respectively, as is more fully explained in Note 1 to our Consolidated Financial Statements. Engineering expenses increased during 2010 as compared to

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2009 primarily due to higher spending for the development of new products and costs to meet new engine emission standards.

We recorded restructuring and other infrequent expenses of approximately $4.4 million and $13.2 million during 2010 and 2009, respectively. The restructuring and other infrequent expenses recorded in 2010 primarily related to severance and other related costs associated with rationalization of our operations in Denmark, Spain, Finland and France. The restructuring and other infrequent expenses recorded in 2009 primarily related to severance and other related costs associated with rationalization of our operations in France, the United Kingdom, Finland, Germany, the United States and Denmark.

Interest expense, net was $33.3 million for 2010 compared to $42.1 million for 2009. The decrease primarily was due to higher interest income due to higher amounts of invested cash.

Other expense, net was $16.0 million in 2010 compared to $22.2 million in 2009. Losses on sales of receivables primarily under our accounts receivable sales agreements were approximately $13.7 million in 2010. Losses on sales of receivables, primarily under our former U.S. and Canadian securitization facilities and our European securitization facilities, were approximately $15.6 million in 2009. The decrease primarily was due to a reduction in interest rates in 2010 compared to 2009. Other expense, net also decreased in 2010 due to favorable foreign exchange impacts in 2010 compared to 2009.

We recorded an income tax provision of $104.4 million in 2010 compared to $57.7 million in 2009. Our tax provision is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes, and losses in jurisdictions where no income tax benefit is recorded. Our 2009 income tax rate reconciliation provided in Note 6 to our Consolidated Financial Statements includes a $39.5 million favorable “change in valuation allowance” which was fully offset by a write-off of certain foreign tax assets reflected in “tax effects of permanent differences”. Due to the fact that these tax assets had not been expected to be utilized in future years, we previously had maintained a valuation allowance against the tax assets. Accordingly, this write-off resulted in no impact to our income tax provision for the year ended December 31, 2009.

A valuation allowance is established when it is more likely than not that some portion or all of a company’s deferred tax assets will not be realized. We assessed the likelihood that our deferred tax assets would be recovered from estimated future taxable income and available income tax planning strategies. At December 31, 2010 and 2009, we had gross deferred tax assets of $466.4 million and $484.7 million, respectively, including $210.7 million and $215.0 million, respectively, related to net operating loss carryforwards. At December 31, 2010 and 2009, we had recorded total valuation allowances as an offset to the gross deferred tax assets of $262.5 million and $261.7 million, respectively, primarily related to net operating loss carryforwards in Brazil, Denmark, Switzerland, The Netherlands and the United States. Realization of the remaining deferred tax assets as of December 31, 2010 will depend on generating sufficient taxable income in future periods, net of reversing deferred tax liabilities. We believe it is more likely than not that the remaining net deferred tax assets will be realized.

As of December 31, 2010 and 2009, we had approximately $48.2 million and $21.8 million, respectively, of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2010 and 2009, we had approximately $14.2 million and $3.5 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2010 and 2009, we had accrued interest and penalties related to unrecognized tax benefits of approximately $5.2 million and $1.9 million, respectively. See Note 6 to our Consolidated Financial Statements for further discussion of our uncertain income tax positions.

Equity in net earnings of affiliates was $49.7 million in 2010 compared to $38.7 million in 2009. The increase primarily was due to increased earnings in our retail finance joint ventures. Refer to “Retail Finance Joint Ventures” for further information regarding our retail finance joint ventures and their results of operations.

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2009 Compared to 2008

Net income for 2009 was $135.7 million, or $1.44 per diluted share, compared to net income for 2008 of $385.9 million, or $3.95 per diluted share.

Net sales for 2009 were approximately $1,756.7 million, or 21.2%, lower than 2008 primarily due to sales declines in most of our geographical segments as well as the unfavorable impact of currency translation. The volatility in commodity prices and the expectation of lower farm income contributed to a weaker demand in most of our major markets. Income from operations was $218.7 million in 2009 compared to $563.7 million in 2008. The decrease in income from operations and operating margins during 2009 was primarily due to lower net sales, reduced production volumes and a weaker product mix, partially offset by cost containment initiatives.

In our Europe/Africa/Middle East region, income from operations decreased approximately $294.1 million in 2009 compared to 2008, primarily due to decreased net sales, lower production levels, unfavorable currency translation impacts and increased engineering expenses. Income from operations in our South American region decreased approximately $69.6 million in 2009 compared to 2008, primarily due to lower net sales, lower production levels, unfavorable currency translation impacts and a shift in sales mix in Brazil from higher horsepower tractors to lower horsepower tractors. In our North American region, income from operations increased approximately $13.3 million in 2009 compared to 2008, primarily due to improved margins from new products, productivity initiatives and lower SG&A expenses, partially offset by higher levels of engineering costs and the impact of lower production. Income from operations in our Asia/Pacific region decreased approximately $7.1 million in 2009 compared to 2008, primarily due to lower gross margins and unfavorable currency translation impacts.

Retail Sales

Worldwide industry equipment demand for farm equipment decreased in 2009 in most major markets. The current global economic downturn, volatility in farm commodity prices and prospects for lower farm income in 2009 contributed to the decreased demand for equipment.

In the United States and Canada, industry unit retail sales of tractors decreased approximately 21% in 2009 compared to 2008, resulting from decreases in industry unit retail sales of compact, utility and high horsepower tractors. Industry unit retail sales of combines increased approximately 15% in 2009 when compared to the prior year. In North America, our unit retail sales of tractors as well as combines decreased in 2009 compared to 2008 levels. In Europe, industry unit retail sales of tractors decreased approximately 18% in 2009 compared to 2008 due to lower retail volumes in most major European markets. Industry unit retail sales in Western Europe declined approximately 13% in 2009 compared to 2008. Despite strong harvests across most of Western Europe, lower commodity prices and the outlook of reduced farmer profitability generated softer demand. Industry unit retail sales in Eastern Europe and Russia declined significantly compared to 2008 levels due to ongoing credit constraints. Our unit retail sales of tractors for 2009 in Europe were also lower when compared to 2008. In South America, industry unit retail sales of tractors in 2009 decreased approximately 17% compared to 2008. Weak industry conditions in Argentina and other markets outside of Brazil contributed to most of the decline in industry demand in the region. Industry unit retail sales of tractors in the major market of Brazil increased approximately 5% during 2009. A Brazilian government-funded financing program for small tractors, as well as a new government-sponsored, low-interest financing program for all equipment, supported sales in the Brazilian market, primarily in the low horsepower sector. Industry unit retail sales of combines during 2009 were approximately 36% lower than the prior year, with a decrease in Brazil of approximately 14% compared to 2008. Our unit retail sales of tractors and combines in South America were also lower in 2009 compared to 2008. In the rest of the world, our net sales for 2009 were approximately 4.7% higher than the prior year, primarily due to higher sales in Australia and New Zealand resulting from improved harvests.

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Results of Operations

Net sales for 2009 were $6,516.4 million compared to $8,273.1 million for 2008. The decrease was primarily attributable to net sales decreases in most of our geographical regions as well as unfavorable foreign currency translation impacts. Foreign currency translation negatively impacted net sales by approximately $395.0 million, primarily due to the weakening of the Euro and the Brazilian real during the first nine months of 2009 compared to 2008. The following table sets forth, for the year ended December 31, 2009, the impact to net sales of currency translation by geographical segment (in millions, except percentages):

											Change due to Currency
					Change						Translation
	2009		2008		$			%			$			%
North America	$	1,442.7	$	1,794.3	$	(351.6	)		(19.6	)%	$	(37.0	)		(2.1	)%
South America		1,167.1		1,496.5		(329.4	)		(22.0	)%		(61.1	)		(4.1	)%
Europe/Africa/Middle East		3,668.1		4,753.9		( 1,085.8	)		(22.8	)%		(287.3	)		(6.0	)%
Asia/Pacific		238.5		228.4		10.1			4.5	%		(9.6	)		(4.2	)%
	$	6,516.4	$	8,273.1	$	(1,756.7	)		(21.2	)%	$	(395.0	)		(4.8	)%

The following is a reconciliation of net sales for the year ended December 31, 2009 at actual exchange rates compared to 2008 adjusted exchange rates (in millions):

	Year Ended December 31,
	2009 at		2009 at		Change due to
	Actual Exchange		Adjusted Exchange		Currency
	Rates		Rates(1)		Translation
North America	$	1,442.7	$	1,479.7		(2.1	)%
South America		1,167.1		1,228.2		(4.1	)%
Europe/Africa/Middle East		3,668.1		3,955.4		(6.0	)%
Asia/Pacific		238.5		248.1		(4.2	)%
	$	6,516.4	$	6,911.4		(4.8	)%

⁽¹⁾ Adjusted exchange rates are 2008 exchange rates.

Regionally, net sales in North America decreased during 2009 compared to 2008 primarily due to weaker market demand and efforts to reduce dealer inventory levels. In the Europe/Africa/Middle East region, net sales decreased in 2009 compared to 2008 primarily due to sales declines in Germany, France and Scandinavia, as well as Eastern and Central Europe and Russia. In South America, net sales decreased during 2009 compared to 2008 primarily as a result of weaker market conditions in the region, particularly in Argentina, and a shift in sales mix to lower horsepower tractors in the region. In the Asia/Pacific region, net sales increased in 2009 compared to 2008 due to sales growth in Australia and New Zealand. We estimate that worldwide average price increases in 2009 and 2008 were approximately 3% and 4%, respectively. Consolidated net sales of tractors and combines, which consisted of approximately 72% of our net sales in 2009, decreased approximately 22% in 2009 compared to 2008. Unit sales of tractors and combines decreased approximately 20% during 2009 compared to 2008. The difference between the unit sales decrease and the decrease in net sales primarily was the result of foreign currency translation, pricing and sales mix changes.

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The following table sets forth, for the years ended December 31, 2009 and 2008, the percentage relationship to net sales of certain items included in our Consolidated Statements of Operations (in millions, except percentages):

	2009					2008
			% of					% of
	$		Net Sales			$		Net Sales
Gross profit	$	1,071.9		16.4	%	$	1,498.4		18.1	%
Selling, general and administrative expenses		630.1		9.7	%		720.9		8.7	%
Engineering expenses		191.9		2.9	%		194.5		2.4	%
Restructuring and other infrequent expenses		13.2		0.2	%		0.2		—
Amortization of intangibles		18.0		0.3	%		19.1		0.2	%
Income from operations	$	218.7		3.3	%	$	563.7		6.8	%

Gross profit as a percentage of net sales decreased during 2009 as compared to 2008 primarily due to lower production volumes and a weaker sales mix, partially offset by the impact of reduced workforce levels and cost control initiatives. Sales mix impacted margins primarily in South America due to a shift in demand toward low horsepower tractors away from high horsepower tractors and combines. Unit production of tractors and combines during 2009 was approximately 24% lower than 2008. We recorded approximately $0.1 million and $1.5 million of stock compensation expense within cost of goods sold, during 2009 and 2008, respectively.

SG&A expenses as a percentage of net sales increased during 2009 compared to 2008, primarily due to the decline in net sales. We recorded approximately $8.2 million and $32.0 million of stock compensation expense, within SG&A, during 2009 and 2008, respectively. Engineering expenses decreased slightly but increased as a percentage of sales during 2009 as compared to 2008. We maintained the level of engineering expenses relative to the prior year to fund projects related to new product development and Tier 4 emission requirements.

We recorded restructuring and other infrequent expenses of approximately $13.2 million and $0.2 million during 2009 and 2008, respectively. The restructuring and other infrequent expenses recorded in 2009 primarily related to severance and other related costs associated with rationalization of our operations in France, the United Kingdom, Finland, Germany, the United States and Denmark. The restructuring and other infrequent expenses recorded in 2008 primarily related to severance and employee relocation costs associated with rationalization of our Valtra sales office located in France.

Interest expense, net was $42.1 million for 2009 compared to $32.1 million for 2008. The increase primarily was due to lower interest income as a result of lower interest rates and lower amounts of invested cash.

Other expense, net was $22.2 million in 2009 compared to $20.1 million in 2008. Losses on sales of receivables primarily under our securitization facilities were $15.6 million in 2009 compared to $27.3 million in 2008. The decrease primarily was due to a reduction in interest rates in 2009 compared to 2008. In addition, there were foreign exchange losses in 2009 compared to foreign exchange gains in 2008.

We recorded an income tax provision of $57.7 million in 2009 compared to $164.4 million in 2008. Our tax provision is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes, and losses in jurisdictions where no income tax benefit is recorded.

A valuation allowance is established when it is more likely than not that some portion or all of a company’s deferred tax assets will not be realized. We assessed the likelihood that our deferred tax assets would be recovered from estimated future taxable income and available income tax planning strategies. At December 31, 2009 and 2008, we had gross deferred tax assets of $484.7 million and $471.2 million, respectively, including $215.0 million and $210.8 million, respectively, related to net operating loss carryforwards. At December 31, 2009 and 2008, we had recorded total valuation allowances as an offset to the

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gross deferred tax assets of $261.7 million and $294.4 million, respectively, primarily related to net operating loss carryforwards in Brazil, Denmark, Switzerland, The Netherlands and the United States.

As of December 31, 2009 and 2008, we had approximately $21.8 million and $20.1 million, respectively, of unrecognized tax benefits, all of which would have impacted our effective tax rate if recognized. As of December 31, 2009 and 2008, we had approximately $3.5 million and $7.6 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expected to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2009 and 2008, we had accrued interest and penalties related to unrecognized tax benefits of approximately $1.9 million and $1.8 million, respectively.

Equity in net earnings of affiliates was $38.7 million in 2009 compared to $38.8 million in 2008. An increase in earnings associated with our retail finance joint ventures was offset by a decrease in earnings associated with our Laverda operating joint venture during 2009 compared to 2008. Refer to “Retail Finance Joint Ventures” for further information regarding our retail finance joint ventures and their results of operations.

Quarterly Results

The following table presents unaudited interim operating results. We believe that the following information includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our results of operations for the periods presented. The operating results for any period are not necessarily indicative of results for any future period.

	Three Months Ended
	March 31		June 30		September 30		December 31
	(In millions, except per share data)
2010:
Net sales	$	1,328.2	$	1,743.0	$	1,657.4	$	2,168.0
Gross profit		224.6		321.1		303.8		409.2
Income from operations(1)		9.4		96.5		75.9		142.4
Net income(1)		10.0		62.8		62.2		85.2
Net loss attributable to noncontrolling interest		0.1		0.1		0.1		—
Net income attributable to AGCO Corporation and subsidiaries		10.1		62.9		62.3		85.2
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted(1)		0.10		0.66		0.65		0.87
2009:
Net sales(2)	$	1,532.7	$	1,767.0	$	1,389.5	$	1,827.2
Gross profit(2)		270.8		291.8		243.1		266.2
Income from operations(1)(2)		57.1		78.1		35.7		47.8
Net income(1)(2)		33.7		57.4		11.1		33.2
Net loss attributable to noncontrolling interest(2)		—		—		—		0.3
Net income attributable to AGCO Corporation and subsidiaries(2)		33.7		57.4		11.1		33.5
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted(1)(2)		0.36		0.61		0.12		0.35

(1)	For 2010, the quarters ended March 31, June 30, September 30 and December 31 included restructuring and other infrequent expenses of $1.6 million, $0.5 million, $1.2 million and $1.1 million, respectively, thereby impacting net income per common share on a diluted basis by $0.01, $0.00, $0.01, $0.01, respectively.
	For 2009, the quarters ended March 31, June 30, September 30 and December 31 included restructuring and other infrequent expenses of $0.0 million, $2.8 million, $1.0 million and $9.4 million, respectively, thereby impacting net income per common share on a diluted basis by $0.00, $0.02, $0.01, $0.07, respectively.
(2)	Amounts presented above for the quarters ended March 31, June 30, September 30 and December 31, 2009 have been retroactively restated to reflect the deconsolidation of GIMA. Refer to Note 1 of our Consolidated Financial Statements for further discussion.

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Retail Finance Joint Ventures

Our AGCO Finance retail finance joint ventures provide retail financing and wholesale financing to our dealers in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland, Austria and Argentina. The joint ventures are owned 49% by AGCO and 51% by a wholly owned subsidiary of Rabobank, a AAA rated financial institution based in The Netherlands. The majority of the assets of the retail finance joint ventures represent finance receivables. The majority of the liabilities represent notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint ventures, primarily through lines of credit. We do not guarantee the debt obligations of the joint ventures other than a portion of the retail portfolio in Brazil that is held outside the joint venture by Rabobank Brazil, which was approximately $2.8 million as of December 31, 2010, and will gradually be eliminated over time. As of December 31, 2010, our capital investment in the retail finance joint ventures, which is included in “Investment in affiliates” on our Consolidated Balance Sheets, was approximately $305.7 million compared to $258.7 million as of December 31, 2009. The total finance portfolio in our retail finance joint ventures was approximately $7.0 billion and $6.3 billion as of December 31, 2010 and 2009, respectively. The total finance portfolio as of December 31, 2010 included approximately $6.2 billion of retail receivables and $0.8 billion of wholesale receivables from AGCO dealers. The total finance portfolio as of December 31, 2009 included approximately $5.6 billion of retail receivables and $0.7 billion of wholesale receivables from AGCO dealers. The wholesale receivables were either sold directly to AGCO Finance without recourse from our operating companies, or AGCO Finance provided the financing directly to the dealers. During 2010, we made a $25.4 million investment in our retail finance joint venture in Brazil due to an increase in capital required under local Brazilian solvency requirements, as a result of the increased retail finance portfolio during 2010, as discussed below. During 2010, our share in the earnings of the retail finance joint ventures, included in “Equity in net earnings of affiliates” on our Consolidated Statements of Operations, was $43.4 million compared to $36.4 million in 2009. The increase during 2010 was primarily due to higher finance revenues generated as a result of higher average retail finance portfolios, particularly in Europe and Brazil.

The retail finance portfolio in our retail finance joint venture in Brazil was $2.2 billion as of December 31, 2010 compared to $1.7 billion as of December 31, 2009. The increase in the retail finance portfolio primarily was due to favorable farm economics in the region, as previously discussed. As a result of weak market conditions in Brazil in 2005 and 2006, a substantial portion of this portfolio had been included in a payment deferral program directed by the Brazilian government relating to retail contracts entered into during 2004, where scheduled payments were rescheduled several times between 2005 and 2008. The impact of the deferral program resulted in higher delinquencies and lower collateral coverage for the portfolio. While the joint venture currently considers its reserves for loan losses adequate, it continually monitors its reserves considering borrower payment history, the value of the underlying equipment financed and further payment deferral programs implemented by the Brazilian government. To date, our retail finance joint ventures in markets outside of Brazil have not experienced any significant changes in the credit quality of their finance portfolios. However, there can be no assurance that the portfolio credit quality will not deteriorate, and, given the size of the portfolio relative to the joint ventures’ level of equity, a significant adverse change in the joint ventures’ performance would have a material impact on the joint ventures and on our operating results.

Outlook

Our operations are subject to the cyclical nature of the agricultural industry. Sales of our equipment have been and are expected to continue to be affected by changes in net cash farm income, farm land values, weather conditions, the demand for agricultural commodities, farm industry related legislation, availability of financing and general economic conditions.

Worldwide industry demand is expected to be flat or to increase modestly in 2011 compared to 2010 levels. Higher crop prices for grain and dairy farmers in Western Europe and improving farmer sentiment are expected to generate modest growth in the Western European market. In North America, industry sales are expected to be flat in 2011 compared to the high level experienced in 2010. The strong financial position of row crop farmers and the expectation of farm income above historical averages are expected to support demand from the professional farming sector. Favorable farm fundamentals are expected to continue in Brazil

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in 2011. However, less attractive government financing programs are expected to result in a softening of demand as compared to the record demand of 2010.

Our net sales in 2011 are expected to be higher compared to 2010 primarily due to expected positive impacts of pricing, currency translation impacts based on current exchange rates, recent acquisitions and marketing initiatives. We are targeting gross margin improvements to be partially offset by higher expenses for new product and new market development. Net income is projected to be modestly higher than 2010.

Liquidity and Capital Resources

Our financing requirements are subject to variations due to seasonal changes in inventory and receivable levels. Internally generated funds are supplemented when necessary from external sources, primarily our revolving credit facility and accounts receivable securitization facilities.

We believe that these facilities, together with available cash and internally generated funds, will be sufficient to support our working capital, capital expenditures and debt service requirements for the foreseeable future:

•  Our $300 million revolving credit facility, which expires in May 2013 (no amounts were outstanding as of December 31, 2010).

•  Our €200.0 million (or approximately $267.7 million as of December 31, 2010) 67/8% senior subordinated notes, which mature in 2014.

•  Our $161.0 million 13/4% convertible senior subordinated notes could be converted based on the closing sales price of our common stock (see further discussion below). Our $201.3 million of 11/4% convertible senior subordinated notes may be required to be repurchased on December 15, 2013, or could be converted earlier based on the closing sales price of our common stock (see further discussion below).

•  Our €110.0 million (or approximately $147.2 million as of December 31, 2010) securitization facility in Europe, which expires in October 2011. As of December 31, 2010, outstanding funding related to this facility was approximately €85.1 million (or approximately $113.9 million).

•  Our accounts receivable sales agreements in the United States and Canada with AGCO Finance LLC and AGCO Finance Canada, Ltd., with total funding of up to $600.0 million for U.S. wholesale accounts receivable and up to C$250.00 million (or approximately $250.6 million as of December 31, 2010) for Canadian wholesale accounts receivable. As of December 31, 2010, approximately $375.9 million of net proceeds had been received under these agreements.

In addition, although we are in complete compliance with the financial covenants contained in these facilities and currently expect to continue to maintain such compliance, should we ever encounter difficulties, our historical relationship with our lenders has been strong and we anticipate their continued long-term support of our business.

Current Facilities

Our $161.0 million of 13/4% convertible senior subordinated notes due December 31, 2033, issued in June 2005, provide for (i) the settlement upon conversion in cash up to the principal amount of the converted notes with any excess conversion value settled in shares of our common stock, and (ii) the conversion rate to be increased under certain circumstances if the notes had been converted in connection with certain change of control transactions occurring prior to December 10, 2010. The notes are unsecured obligations and are convertible into cash and shares of our common stock upon satisfaction of certain conditions. Interest is payable on the notes at 13/4% per annum, payable semi-annually in arrears in cash on June 30 and December 31 of each year. The notes are convertible into shares of our common stock at an effective price of $22.36 per share, subject to adjustment. This reflects an initial conversion rate for the notes of 44.7193 shares of common stock per $1,000 principal amount of notes. As of December 31, 2010, we may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of our common stock. Holders of the notes may also require us to

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repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest as of December 31 2010. See Note 7 to our Consolidated Financial Statements for a full description of these notes, as well as settle any excess conversion value with shares of our common stock.

Our $201.3 million of 11/4% convertible senior subordinated notes due December 15, 2036, issued in December 2006, provide for (i) the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of our common stock, and (ii) the conversion rate to be increased under certain circumstances if the notes are converted in connection with certain change of control transactions occurring prior to December 15, 2013. Interest is payable on the notes at 11/4% per annum, payable semi-annually in arrears in cash on June 15 and December 15 of each year. The notes are convertible into shares of our common stock at an effective price of $40.73 per share, subject to adjustment. This reflects an initial conversion rate for the notes of 24.5525 shares of common stock per $1,000 principal amount of notes. Beginning December 15, 2013, we may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of our common stock. Holders of the notes may require us to repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest, on December 15, 2013, 2016, 2021, 2026 and 2031, as well as settle any excess conversion value with shares of our common stock. See Note 7 to our Consolidated Financial Statements for a full description of these notes.

As of December 31, 2010 and 2009, the closing sales price of our common stock had exceeded 120% of the conversion price of the 13/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending December 31, 2010 and 2009, respectively, and, therefore, we classified the notes as a current liability. In accordance with ASU 2009-04, “Accounting for Redeemable Equity Instruments,” we also classified the equity component of the 13/4% convertible senior subordinated notes as “temporary equity” as of December 31, 2009. The amount classified as “temporary equity” was measured as the excess of (a) the amount of cash that would be required to be paid upon conversion over (b) the carrying amount of the liability-classified component. As of December 31, 2010, the principal amount of cash required to be repaid upon conversion of the 13/4% convertible senior subordinated notes was equivalent to the carrying amount of the liability-classified component. Future classification of both series of notes between current and long-term debt and classification of the equity component of the 11/4% convertible senior subordinated notes as “temporary equity” is dependent on the closing sales price of our common stock during future quarters.

During 2010, we repurchased approximately $37.5 million of principal amount of our 13/4% convertible senior subordinated notes plus accrued interest for approximately $58.1 million. The repurchase included approximately $21.1 million associated with the excess conversion value of the notes and resulted in a loss on extinguishment of approximately $0.2 million reflected in “interest expense, net.” We reflected both the repurchase of the principal and the excess conversion value of the notes totaling $58.1 million within “Repurchase or conversion of convertible senior subordinated notes” within our Consolidated Statements of Cash Flows for the year ended December 31, 2010. In addition, during 2010, holders of our 13/4% convertible senior subordinated notes converted $2.7 million of principal amount of the notes. We issued 60,986 shares associated with the $2.7 million excess conversion value of the notes. The loss on extinguishment associated with the conversions of the notes was less than $0.1 million and was reflected in “Interest expense, net.” We reflected the repayment of the principal of the notes totaling $2.7 million within “Repurchase or conversion of convertible senior subordinated notes” within our Consolidated Statements of Cash Flows for the year ended December 31, 2010.

In January and February 2011, holders of our 13/4% convertible senior subordinated notes converted an additional $60.6 million of principal amount of the notes. We issued 1,568,995 million shares associated with the $83.8 million excess conversion value of the notes.

The 13/4% convertible senior subordinated notes and the 11/4% convertible senior subordinated notes will impact the diluted weighted average shares outstanding in future periods depending on our stock price for the excess conversion value using the treasury stock method. Refer to Notes 1 and 7 of the Company’s Consolidated Financial Statements for further discussion.

Our $300.0 million unsecured multi-currency revolving credit facility matures on May 16, 2013. Interest accrues on amounts outstanding under the facility, at our option, at either (1) LIBOR plus a margin ranging

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between 1.00% and 1.75% based upon our total debt ratio or (2) the higher of the administrative agent’s base lending rate or one-half of one percent over the federal funds rate plus a margin ranging between 0.0% and 0.50% based upon our total debt ratio. The facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default, as defined in the facility. We also must fulfill financial covenants in respect of a total debt to EBITDA ratio and an interest coverage ratio, as defined in the facility. As of December 31, 2010 and 2009, we had no outstanding borrowings under the facility. As of December 31, 2010 and 2009, we had availability to borrow approximately $290.2 million and $290.7 million, respectively, under the facility.

Our €200.0 million 67/8% senior subordinated notes due 2014 are unsecured obligations and are subordinated in right of payment to any existing or future senior indebtedness. Interest is payable on the notes semi-annually on April 15 and October 15 of each year. As of and subsequent to April 15, 2009, we may redeem the notes, in whole or in part, initially at 103.438% of their principal amount, plus accrued interest, declining to 100% of their principal amount, plus accrued interest, at any time on or after April 15, 2012. The notes include covenants restricting the incurrence of indebtedness and the making of certain restricted payments, including dividends.

Under our European securitization facilities, we sell accounts receivable in Europe on a revolving basis to commercial paper conduits through a qualifying special-purpose entity in the United Kingdom. The European facilities expire in October 2011, but are subject to annual renewal. As of December 31, 2010, we had accounts receivable securitization facilities in Europe totaling approximately €110.0 million (or approximately $147.2 million). We amended our European securitization facilities during 2010 to decrease the total size of the facilities by €30.0 million. As of December 31, 2010, the outstanding funded balance of our European securitization facilities was approximately €85.1 million (or approximately $113.9 million). We adopted the provisions of ASU 2009 — 16, “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets” (“ASU 2009 — 16”), and ASU 2009 — 17 on January 1, 2010. As a result of this adoption, our European securitization facilities were required to be recognized within our Condensed Consolidated Balance Sheets. Therefore, we recognized approximately $113.9 million of accounts receivable sold through our European securitization facilities as of December 31, 2010 with a corresponding liability equivalent to the funded balance of the facilities. Our risk of loss under the securitization facilities is limited to a portion of the unfunded balance of receivables sold, which is approximately 10% of the funded amount. We maintain reserves for doubtful accounts associated with this risk. If the facilities were terminated, we would not be required to repurchase previously sold receivables, but would be prevented from selling additional receivables to the commercial paper conduits.

The European securitization facilities allow us to sell accounts receivables through financing conduits, which obtain funding from commercial paper markets. Future funding under the securitization facility depends upon the adequacy of receivables, a sufficient demand for the underlying commercial paper and the maintenance of certain covenants concerning the quality of the receivables and our financial condition. In the event commercial paper demand is not adequate, our securitization facility provides for liquidity backing from various financial institutions, including Rabobank. These liquidity commitments would provide us with interim funding to allow us to find alternative sources of working capital financing, if necessary.

Our accounts receivable sales agreements permit the sale, on an ongoing basis, of substantially all of our wholesale interest-bearing and non-interest bearing receivables in North America to AGCO Finance LLC and AGCO Finance Canada, Ltd., our U.S. and Canadian retail finance joint ventures. We have a 49% ownership in these joint ventures. These accounts receivable sales agreements replaced our former U.S. and Canadian accounts receivable securitization facilities, which were terminated in December 2009. As of December 31, 2010 and 2009, the funded balance from receivables sold under the U.S. and Canadian accounts receivable sales agreements with AGCO Finance LLC and AGCO Finance Canada, Ltd. was approximately $375.9 million and $444.6 million, respectively. The accounts receivable sales agreements provide for funding up to $600.0 million of U.S. accounts receivable and up to C$250.0 million (or approximately $250.6 million as of December 31, 2010) of Canadian accounts receivable. The sale of the receivables is without recourse to us. We do not service the receivables after the sale occurs, and we do not maintain any direct retained interest in the receivables. These agreements are accounted for as off-balance sheet transactions and have the effect of reducing accounts receivable and short-term liabilities by the same amount.

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Our AGCO Finance retail finance joint ventures in Europe, Brazil and Australia also provide wholesale financing to our dealers. The receivables associated with these arrangements are also without recourse to us. As of December 31, 2010 and 2009, these retail finance joint ventures had approximately $221.8 million and $176.9 million, respectively, of outstanding accounts receivable associated with these arrangements. These arrangements are accounted for as off-balance sheet transactions. In addition, we sell certain trade receivables under factoring arrangements to other financial institutions around the world. These arrangements are also accounted for as off-balance sheet transactions.

Cash Flows

Cash flows provided by operating activities was $438.7 million during 2010, compared to $347.9 million during 2009. The increase in cash flow provided by operating activities during 2010 primarily was due to an increase in net income. Cash flows provided by operating activities in 2009 included a significant reduction in accounts payable due to a reduction in raw material purchases as a result of sharp production cuts in our North American and European factories throughout 2009. In addition, lower inventory and accounts receivable levels in 2009 were a result of dealer de-stocking initiatives in North American and Europe during 2009.

Our working capital requirements are seasonal, with investments in working capital typically building in the first half of the year and then reducing in the second half of the year. We had $1,208.1 million in working capital at December 31, 2010, as compared with $1,079.6 million at December 31, 2009. Accounts receivable and inventories, combined, at December 31, 2010 were $260.1 million higher than at December 31, 2009. The increase in accounts receivable and inventories as of December 31, 2010 compared to December 31, 2009 was as a result of our adoption of ASU 2009-16 and ASU 2009-17 discussed above, which increased our accounts receivable by approximately $113.9 million, as well as due to increased production levels and the impact to our inventory levels.

Our debt to capitalization ratio, which is total indebtedness and temporary equity divided by the sum of total indebtedness, temporary equity and stockholders’ equity, was 21.3% at December 31, 2010 compared to 21.5% at December 31, 2009.

Contractual Obligations

The future payments required under our significant contractual obligations, excluding foreign currency option and forward contracts, as of December 31, 2010 are as follows (in millions):

	Payments Due By Period
					2012 to		2014 to		2016 and
	Total		2011		2013		2015		Beyond
Indebtedness(1)	$	744.0	$	274.9	$	0.1	$	267.7	$	201.3
Interest payments related to long-term debt(1)		71.3		23.3		41.8		6.2		—
Capital lease obligations		4.1		2.3		1.5		0.3		—
Operating lease obligations		144.7		42.8		48.1		17.5		36.3
Unconditional purchase obligations		76.5		63.2		13.2		0.1		—
Other short-term and long-term obligations(2)		268.1		50.1		55.7		56.9		105.4
Total contractual cash obligations	$	1,308.7	$	456.6	$	160.4	$	348.7	$	343.0
	Amount of Commitment Expiration Per Period
					2012 to		2014 to		2016 and
	Total		2011		2013		2015		Beyond
Standby letters of credit and similar instruments	$	9.8	$	9.8	$	—	$	—	$	—
Guarantees		128.4		122.6		4.6		1.2		—
Total commercial commitments and letters of credit	$	138.2	$	132.4	$	4.6	$	1.2	$	—

(1)

Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods. Indebtedness amounts reflect the principal amount of our convertible senior subordinated notes as well as amounts outstanding under our European securitization facilities.

(2)

Other short-term and long-term obligations include estimates of future minimum contribution requirements under our U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries we operate within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions. In addition, short-term obligations include amounts due to financial institutions related to sales of certain receivables that did not meet the off-balance sheet criteria.

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Commitments and Off-Balance Sheet Arrangements

Guarantees

We maintain a remarketing agreement with AGCO Finance LLC and AGCO Finance Canada, Ltd., our retail finance joint ventures in North America, whereby we are obligated to repurchase repossessed inventory at market values. We have an agreement with AGCO Finance LLC which limits our purchase obligations under this arrangement to $6.0 million in the aggregate per calendar year. We believe that any losses that might be incurred on the resale of this equipment will not materially impact our financial position or results of operations, due to the fact that the repurchase obligation would be equivalent to the fair value of the underlying equipment.

At December 31, 2010, we guaranteed indebtedness owed to third parties of approximately $128.4 million, primarily related to dealer and end-user financing of equipment. Such guarantees generally obligate us to repay outstanding finance obligations owed to financial institutions if dealers or end users default on such loans through 2015. We believe the credit risk associated with these guarantees is not material to our financial position. Losses under such guarantees have historically been insignificant. In addition, we would be able to recover any amounts paid under such guarantees from the sale of the underlying financed farm equipment, as the fair value of such equipment would be sufficient to offset a substantial portion of the amounts paid.

Other

At December 31, 2010, we had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $1,113.4 million. The outstanding contracts as of December 31, 2010 range in maturity through December 2011. Gains and losses on such contracts are historically substantially offset by losses and gains on the exposures being hedged. See “Foreign Currency Risk Management” for additional information.

As discussed in “Liquidity and Capital Resources,” we sell substantially all of our wholesale accounts receivable in North America to our U.S. and Canadian retail finance joint ventures, and we sell certain accounts receivable under factoring arrangements to financial institutions around the world. We have reviewed the sale of such receivables pursuant to the guidelines of ASU 2009-16 and have determined that these facilities should be accounted for as off-balance sheet transactions.

Contingencies

As a result of Brazilian tax legislation impacting value added taxes (“VAT”), we have recorded a reserve of approximately $22.3 million and $11.6 million against our outstanding balance of Brazilian VAT taxes receivable as of December 31, 2010 and 2009, respectively, due to the uncertainty as to our ability to collect the amounts outstanding.

In June 2008, the Republic of Iraq filed a civil action against three of our foreign subsidiaries that participated in the United Nations Oil for Food Program. The French government also is investigating our French subsidiary in connection with its participation in the Program. In August 2008, as part of a routine audit, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of our Brazilian operations and the related transfer of certain assets to our Brazilian subsidiaries. See Note 12 to our Consolidated Financial Statements for further discussion of these matters.

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Related Parties

Rabobank is a 51% owner in our retail finance joint ventures, which are located in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria. Rabobank is also the principal agent and participant in our revolving credit facility and our European securitization facility. The majority of the assets of our retail finance joint ventures represent finance receivables. The majority of the liabilities represent notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. We do not guarantee the debt obligations of the retail finance joint ventures other than a portion of the retail portfolio in Brazil that is held outside the joint venture by Rabobank Brazil. Prior to 2005, our joint venture in Brazil had an agency relationship with Rabobank whereby Rabobank provided the funding. In February 2005, we made a $21.3 million investment in our retail finance joint venture with Rabobank Brazil. With the additional investment, the joint venture’s organizational structure is now more comparable to our other retail finance joint ventures, and we expect that our solvency guarantee to Rabobank for the portfolio that was originally funded by Rabobank Brazil gradually will be eliminated. As of December 31, 2010, the solvency requirement for the portfolio held by Rabobank was approximately $2.8 million. During 2010, we made a $25.4 million investment in our retail finance joint venture in Brazil due to an increase in capital required under local Brazilian solvency requirements, as a result of the increased retail finance portfolio in the joint venture during 2010.

Our retail finance joint ventures provide retail financing and wholesale financing to our dealers. The terms of the financing arrangements offered to our dealers are similar to arrangements they provide to unaffiliated third parties. In addition, we transfer, on an ongoing basis, substantially all of our wholesale interest-bearing and non-interest bearing accounts receivable in North America to AGCO Finance LLC and AGCO Finance Canada, Ltd., our retail finance joint ventures in North America. See Note 4 to our Consolidated Financial Statements for further discussion of these agreements. We maintain a remarketing agreement with our U.S. retail finance joint venture, AGCO Finance LLC, as discussed above under “Commitments and Off-Balance Sheet Arrangements.” In addition, as part of sales incentives provided to end users, we may from time to time subsidize interest rates of retail financing provided by our retail finance joint ventures. The cost of those programs is recognized at the time of sale to our dealers.

Foreign Currency Risk Management

We have significant manufacturing operations in the United States, France, Germany, Finland and Brazil, and we purchase a portion of our tractors, combines and components from third-party foreign suppliers, primarily in various European countries and in Japan. We also sell products in over 140 countries throughout the world. The majority of our net sales outside the United States are denominated in the currency of the customer location, with the exception of sales in the Middle East, Africa, Asia and parts of South America where net sales are primarily denominated in British pounds, Euros or United States dollars. See Note 14 to our Consolidated Financial Statements for net sales by customer location. Our most significant transactional foreign currency exposures are the Euro, the Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound. Fluctuations in the value of foreign currencies create exposures, which can adversely affect our results of operations.

We attempt to manage our transactional foreign currency exposure by hedging foreign currency cash flow forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. Where naturally offsetting currency positions do not occur, we hedge certain, but not all, of our exposures through the use of foreign currency contracts. Our translation exposure resulting from translating the financial statements of foreign subsidiaries into United States dollars is not hedged. Our most significant translation exposures are the Euro, the British pound and the Brazilian real in relation to the United States dollar. When practical, this translation impact is reduced by financing local operations with local borrowings. Our hedging policy prohibits use of foreign currency contracts for speculative trading purposes.

All derivatives are recognized on our Consolidated Balance Sheets at fair value. On the date a derivative contract is entered into, we designate the derivative as either (1) a fair value hedge of a recognized liability,

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(2) a cash flow hedge of a forecasted transaction, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument. We currently engage in derivatives that are cash flow hedges of forecasted transactions as well as non-designated derivative instruments. Changes in the fair value of non-designated derivative contracts are reported in current earnings. During 2010, 2009 and 2008, we designated certain foreign currency contracts as cash flow hedges of forecasted sales and purchases. The effective portion of the fair value gains or losses on these cash flow hedges are recorded in other comprehensive income and subsequently reclassified into cost of goods sold during the period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the related sale and purchase transactions. The amount of the (loss) gain recorded in other comprehensive income (loss) that was reclassified to cost of goods sold during the years ended December 31, 2010, 2009 and 2008 was approximately $(3.1) million, $(14.5) million and $14.1 million, respectively, on an after-tax basis. The amount of the (loss) gain recorded to other comprehensive income (loss) related to the outstanding cash flow hedges as of December 31, 2010, 2009 and 2008 was approximately $1.2 million, $(1.3) million and $(36.7) million, respectively, on an after-tax basis. The outstanding contracts as of December 31, 2010 range in maturity through December 2011.

Assuming a 10% change relative to the currency of the hedge contract, the fair value of the foreign currency instruments could be negatively impacted by approximately $27.1 million as of December 31, 2010. Due to the fact that these instruments are primarily entered into for hedging purposes, the gains or losses on the contracts would be largely offset by losses and gains on the underlying firm commitment or forecasted transaction.

Interest Rates

We manage interest rate risk through the use of fixed rate debt and may in the future utilize interest rate swap contracts. We have fixed rate debt from our senior subordinated notes and our convertible senior subordinated notes. Our floating rate exposure is related to our revolving credit facility and our securitization facilities, which are tied to changes in United States and European LIBOR rates. Assuming a 10% increase in interest rates, interest expense, net and the cost of our securitization facilities for the year ended December 31, 2010 would have increased by approximately $0.5 million.

We had no interest rate swap contracts outstanding during the years ended December 31, 2010, 2009 and 2008.

Recent Accounting Pronouncements

In December 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-17. ASU 2009-17 eliminated the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires a qualitative analysis to determine whether an enterprise’s variable interest gives it a controlling financial interest in a variable interest entity. This standard also requires ongoing assessments of whether an enterprise has a controlling financial interest in a variable interest entity. On January 1, 2010, we adopted the provisions of ASU 2009-17 and performed a qualitative analysis of all our joint ventures, including our GIMA joint venture, to determine whether we had a controlling financial interest in such ventures. As a result of this analysis, we determined that our GIMA joint venture should no longer be consolidated into our results of operations or financial position because we do not have a controlling financial interest in GIMA based on the shared powers of both joint venture partners to direct the activities that most significantly impact GIMA’s financial performance. See Note 1 to our Consolidated Financial Statements for more information regarding GIMA deconsolidation.

In December 2009, the FASB issued ASU 2009-16. ASU 2009-16 eliminated the concept of a qualifying special-purpose entity, changed the requirements for derecognizing financial assets and added requirements for additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. ASU 2009-16 was effective for fiscal years and interim periods beginning after November 15, 2009. On January 1, 2010, we

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adopted the provisions of ASU 2009-16, and, in accordance with the standard, we recognized approximately $113.9 million of accounts receivable sold through our European securitization facilities within our Consolidated Balance Sheets as of December 31, 2010, with a corresponding liability equivalent to the funded balance of the facility. See Note 1 to our Consolidated Financial Statements for more information.

Recent Acquisition

On December 15, 2010, we acquired Sparex for £51.6 million, net of approximately £2.7 million cash acquired (or approximately $81.5 million, net). Sparex, headquartered in Exeter, United Kingdom, is a global distributor of accessories and tractor replacement parts serving the agricultural aftermarket, with operations in 17 countries. The acquisition of Sparex provided us with the opportunity to extend our reach in the agricultural aftermarket and provide our customers with a wider range of replacement parts and accessories, as well as related services. The acquisition was financed with available cash on hand. The results of operations for the Sparex acquisition have been included in our Consolidated Financial Statements as of and from the date of acquisition. We allocated the purchase price to the assets acquired and liabilities assumed based on a preliminary estimate of their fair values as of the acquisition date. The acquired net assets consist primarily of accounts receivable, property, plant and equipment, inventories, trademarks and other intangible assets. We recorded approximately $26.8 million of goodwill and approximately $27.0 million of preliminary estimated trademark and customer relationship intangible assets associated with the acquisition of Sparex.

Recent Restructuring Actions

We recorded approximately $4.4 million and $13.2 million of restructuring and other infrequent expenses during 2010 and 2009, respectively. These charges included severance and other related costs associated with the rationalization of our operations in France, the United Kingdom, Finland, Spain, Germany, the United States and Denmark. Refer to Note 3 of our Consolidated Financial Statements for a more detailed description of these rationalizations.

European and North American Manufacturing and Administrative Headcount Reductions

During 2009 and 2010, we announced and initiated several actions to rationalize employee headcount at various manufacturing facilities located in France, Finland, Germany and the United States, as well as at various administrative offices located in the United Kingdom, Spain and the United States. The headcount reductions were initiated in order to reduce costs and SG&A expenses in response to softening global market demand and reduced production volumes. We recorded approximately $12.8 million of severance and other related costs associated with such actions during 2009. During 2010, we recorded additional severance and other related costs of approximately $2.2 million associated with such actions. These rationalizations resulted in the termination of approximately 653 employees. Total cash restructuring costs associated with the actions are expected to be approximately $15.0 million to $16.0 million and the rationalizations should be completed in early 2011.

Randers, Denmark closure

In November 2009, we announced the closure of our assembly operations located in Randers, Denmark. We ceased operations in July 2010 and completed the transfer of the assembly operations to our harvesting equipment manufacturing joint venture, Laverda, located in Breganze, Italy, in August 2010. We recorded approximately $0.4 million of severance and other related costs in 2009 associated with the facility closure. During 2010, we recorded additional restructuring and other infrequent expenses of approximately $2.2 million associated with the closure, primarily related to employee retention payments, which were accrued over the term of the retention period. The closure resulted in the termination of approximately 79 employees. We anticipate savings associated with this closure to be approximately $3.0 million commencing in 2011.

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Critical Accounting Estimates

We prepare our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles. In the preparation of these financial statements, we make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 1 to our Consolidated Financial Statements. We believe that our application of the policies discussed below involves significant levels of judgment, estimates and complexity.

Due to the level of judgment, complexity and period of time over which many of these items are resolved, actual results could differ from those estimated at the time of preparation of the financial statements. Adjustments to these estimates would impact our financial position and future results of operations.

Allowance for Doubtful Accounts

We determine our allowance for doubtful accounts by actively monitoring the financial condition of our customers to determine the potential for any nonpayment of trade receivables. In determining our allowance for doubtful accounts, we also consider other economic factors, such as aging trends. We believe that our process of specific review of customers combined with overall analytical review provides an effective evaluation of ultimate collectability of trade receivables. Our loss or write-off experience was approximately 0.1% of net sales in 2010.

Discount and Sales Incentive Allowances

We provide various incentive programs with respect to our products. These incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions, dealer incentive allowances and volume discounts. In most cases, incentive programs are established and communicated to our dealers on a quarterly basis. The incentives are paid either at the time of invoice (through a reduction of invoice price), at the time of the settlement of the receivable, at the time of retail financing, at the time of warranty registration, or at a subsequent time based on dealer purchases. The incentive programs are product line specific and generally do not vary by dealer. The cost of sales incentives associated with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical experience, is based on a percentage of the sales price, and is recorded at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. The related provisions and accruals are made on a product or product-line basis and are monitored for adequacy and revised at least quarterly in the event of subsequent modifications to the programs. Volume discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjusted based on actual dealer purchases and the dealers’ progress towards achieving specified cumulative target levels. We record the cost of interest subsidy payments, which is a reduction in the retail financing rates, at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. Estimates of these incentives are based on the terms of the programs and historical experience. All incentive programs are recorded and presented as a reduction of revenue due to the fact that we do not receive an identifiable benefit in exchange for the consideration provided. Reserves for incentive programs that will be paid either through the reduction of future invoices or through credit memos are recorded as “accounts receivable allowances” within our Consolidated Balance Sheets. Reserves for incentive programs that will be paid in cash, as is the case with most of our volume discount programs, as well as sales incentives associated with accounts receivable sold to our U.S. and Canadian retail finance joint ventures, are recorded within “Accrued expenses” within our Consolidated Balance Sheets.

At December 31, 2010, we had recorded an allowance for discounts and sales incentives of approximately $98.7 million primarily related to reserves in our North America geographical segment that will be paid either through a reduction of future invoices or through credit memos to our dealers. If we were to allow an additional 1% of sales incentives and discounts at the time of retail sale, for those sales subject to such discount programs, our reserve would increase by approximately $5.9 million as of December 31, 2010.

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Conversely, if we were to decrease our sales incentives and discounts by 1% at the time of retail sale, our reserve would decrease by approximately $5.9 million as of December 31, 2010.

Inventory Reserves

Inventories are valued at the lower of cost or market using the first-in, first-out method. Market is current replacement cost (by purchase or by reproduction dependent on the type of inventory). In cases where market exceeds net realizable value (i.e., estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. Determination of cost includes estimates for surplus and obsolete inventory based on estimates of future sales and production. Changes in demand and product design can impact these estimates. We periodically evaluate and update our assumptions when assessing the adequacy of inventory adjustments.

Deferred Income Taxes and Uncertain Income Tax Positions

We recorded an income tax provision of $104.4 million in 2010 compared to $57.7 million in 2009. Our tax provision is impacted by the differing tax rates of the various tax jurisdictions in which we operate, permanent differences for items treated differently for financial accounting and income tax purposes, and losses in jurisdictions where no income tax benefit is recorded. Our 2009 income tax rate reconciliation provided in Note 6 to our Consolidated Financial Statements includes a $39.5 million favorable adjustment which was fully offset by a write-off of certain foreign tax assets reflected in “tax effects of permanent differences.” Due to the fact that these tax assets had not been expected to be utilized in future years, the Company had previously maintained a valuation allowance against the tax assets. Accordingly, this write-off resulted in no impact to our income tax provision for the year ended December 31, 2009.

A valuation allowance is established when it is more likely than not that some portion or all of a company’s deferred tax assets will not be realized. We assessed the likelihood that our deferred tax assets would be recovered from estimated future taxable income and available income tax planning strategies. At December 31, 2010 and 2009, we had gross deferred tax assets of $466.4 million and $484.7 million, respectively, including $210.7 million and $215.0 million, respectively, related to net operating loss carryforwards. At December 31, 2010 and 2009, we had recorded total valuation allowances as an offset to the gross deferred tax assets of $262.5 million and $261.7 million, respectively, primarily related to net operating loss carryforwards in Brazil, Denmark, Switzerland, The Netherlands and the United States. Realization of the remaining deferred tax assets as of December 31, 2010 will depend on generating sufficient taxable income in future periods, net of reversing deferred tax liabilities. We believe it is more likely than not that the remaining net deferred tax assets will be realized.

As of December 31, 2010 and 2009, we had approximately $48.2 million and $21.8 million, respectively, of unrecognized tax benefits, all of which would impact our effective tax rate if recognized. As of December 31, 2010 and 2009, we had approximately $14.2 million and $3.5 million, respectively, of current accrued taxes related to uncertain income tax positions connected with ongoing tax audits in various jurisdictions that we expect to settle or pay in the next 12 months. We recognize interest and penalties related to uncertain income tax positions in income tax expense. As of December 31, 2010 and 2009, we had accrued interest and penalties related to unrecognized tax benefits of approximately $5.2 million and $1.9 million, respectively. See Note 6 to our Consolidated Financial Statements for further discussion of our uncertain income tax positions.

Warranty and Additional Service Actions

We make provisions for estimated expenses related to product warranties at the time products are sold. We base these estimates on historical experience of the nature, frequency and average cost of warranty claims. In addition, the number and magnitude of additional service actions expected to be approved, and policies related to additional service actions, are taken into consideration. Due to the uncertainty and potential volatility of these estimated factors, changes in our assumptions could materially affect net income.

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Our estimate of warranty obligations is reevaluated on a quarterly basis. Experience has shown that initial data for any product series line can be volatile; therefore, our process relies upon long-term historical averages until sufficient data is available. As actual experience becomes available, it is used to modify the historical averages to ensure that the forecast is within the range of likely outcomes. Resulting balances are then compared with present spending rates to ensure that the accruals are adequate to meet expected future obligations.

See Note 1 to our Consolidated Financial Statements for more information regarding costs and assumptions for warranties.

Insurance Reserves

Under our insurance programs, coverage is obtained for significant liability limits as well as those risks required by law or contract. It is our policy to self-insure a portion of certain expected losses related primarily to workers’ compensation and comprehensive general, product liability and vehicle liability. We provide insurance reserves for our estimates of losses due to claims for those items for which we are self-insured. We base these estimates on the expected ultimate settlement amount of claims, which often have long periods of resolution. We closely monitor the claims to maintain adequate reserves.

Pensions

We sponsor defined benefit pension plans covering certain employees principally in the United States, the United Kingdom, Germany, Finland, Norway, France, Switzerland, Australia and Argentina. Our primary plans cover certain employees in the United States and the United Kingdom.

In the United States, we sponsor a funded, qualified pension plan for our salaried employees, as well as a separate funded qualified pension plan for our hourly employees. Both plans are frozen, and we fund at least the minimum contributions required under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code to both plans. In addition, we sponsor an unfunded, nonqualified pension plan for our executives.

In the United Kingdom, we sponsor a funded pension plan that provides an annuity benefit based on participants’ final average earnings and service. Participation in this plan is limited to certain older, longer service employees and existing retirees. No future employees will participate in this plan. See Note 8 to our Consolidated Financial Statements for more information regarding costs and assumptions for employee retirement benefits.

Nature of Estimates Required.  The measurement of our pension obligations, costs and liabilities is dependent on a variety of assumptions provided by management and used by our actuaries. These assumptions include estimates of the present value of projected future pension payments to all plan participants, taking into consideration the likelihood of potential future events such as salary increases and demographic experience. These assumptions may have an effect on the amount and timing of future contributions.

Assumptions and Approach Used.  The assumptions used in developing the required estimates include the following key factors:

•   Discount rates	•   Inflation
•   Salary growth	•   Expected return on plan assets
•   Retirement rates	•   Mortality rates

For the year ended December 31, 2010, we changed our discount rate setting methodology in the countries where our largest benefit obligations exist to take advantage of a more globally consistent methodology. In the United States, the United Kingdom and the Euro Zone, we constructed a hypothetical bond portfolio of high quality corporate bonds and then applied the cash flows of our benefit plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the methodology in which the yield curve is constructed is consistent. In the United States, the bond portfolio is sufficiently large enough to result in taking a “settlement approach” to derive the discount rate, where high

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quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy our largest U.S. pension plan’s projected benefit payments. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” where an individual spot rate, or zero coupon bond yield, for each future annual period is developed to discount each future benefit payment and, thereby, determines the present value of all future payments.

For the year ended December 31, 2009, we based the discount rate used to determine the projected benefit obligation for our U.S. pension plans, postretirement health care benefit plans and our Executive Nonqualified Pension Plan (“ENPP”) by matching the projected cash flows of our largest pension plan to the Citigroup Pension Discount Curve. For the U.K. plan, we derived the discount rate based on a yield curve developed from the constituents of the Merrill Lynch AA- rated corporate bond index. The discount rate for the U.K. plan for the year ended December 31, 2009 was a single weighted-average rate based on the approximate future cash flows of the plan. For countries within the Euro Zone, we derived an AA-rated corporate bond yield curve by selecting bonds included in the iBoxx corporate indices and creating a discount rate curve based on a series of model cash flows. Discount rates for each plan were then determined based on each plan’s liability duration. The indices used in the United States, the United Kingdom and other countries were chosen to match the expected plan obligations and related expected cash flows.

As of December 31, 2010, the measurement date with respect to our defined benefit plans is December 31. Our inflation assumption is based on an evaluation of external market indicators. The salary growth assumptions reflect our long-term actual experience, the near-term outlook and assumed inflation. The expected return on plan asset assumptions reflects asset allocations, investment strategy, historical experience and the views of investment managers. Retirement and termination rates primarily are based on actual plan experience and actuarial standards of practice. The mortality rates for the U.S. and U.K. plans were updated in 2010 and 2009, respectively, to reflect expected improvements in the life expectancy of the plan participants. The effects of actual results differing from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such periods.

Our U.S. and U.K. pension plans comprise approximately 88% of our consolidated projected benefit obligation as of December 31, 2010. If the discount rate used to determine the 2010 projected benefit obligation for our U.S. pension plans was decreased by 25 basis points, our projected benefit obligation would have increased by approximately $1.7 million at December 31, 2010, and our 2011 pension expense would increase by approximately $0.1 million. If the discount rate used to determine the 2010 projected benefit obligation for our U.S. pension plans was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $1.6 million, and our 2011 pension expense would decrease by approximately $0.1 million. If the discount rate used to determine the projected benefit obligation for our U.K. pension plan was decreased by 25 basis points, our projected benefit obligation would have increased by approximately $21.6 million at December 31, 2010, and our 2011 pension expense would increase by approximately $0.8 million. If the discount rate used to determine the projected benefit obligation for our U.K. pension plan was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $20.7 million at December 31, 2010, and our 2011 pension expense would decrease by approximately $0.8 million.

Unrecognized actuarial losses related to our qualified pension plans were $234.9 million as of December 31, 2010 compared to $281.3 million as of December 31, 2009. The decrease in unrecognized losses between years primarily reflects an increase in actual asset returns experienced during 2010. The unrecognized actuarial losses will be impacted in future periods by actual asset returns, discount rate changes, currency exchange rate fluctuations, actual demographic experience and certain other factors. For some of our qualified defined benefit pension plans, these losses will be amortized on a straight-line basis over the average remaining service period of active employees expected to receive benefits. For our U.S. salaried, U.S. hourly and U.K. pension plans, the population covered is predominantly inactive participants, and losses related to those plans will be amortized over the average remaining lives of those participants while covered by the respective plan. As of December 31, 2010, the average amortization period was 19 years for our U.S. qualified pension plans and 22 years for our non — U.S. pension plans. The estimated net actuarial loss for qualified defined benefit pension plans that will be amortized from our accumulated other comprehensive loss during

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the year ended December 31, 2011 is approximately $6.7 million compared to approximately $8.6 million during the year ended December 31, 2010.

Investment strategy and concentration of risk

The weighted average asset allocation of our U.S. pension benefit plans at December 31, 2010 and 2009 are as follows:

Asset Category	2010			2009
Large and small cap domestic equity securities		28	%		24	%
International equity securities		14	%		15	%
Domestic fixed income securities		22	%		22	%
Other investments		36	%		39	%
Total		100	%		100	%

The weighted average asset allocation of our non-U.S. pension benefit plans at December 31, 2010 and 2009 are as follows:

Asset Category	2010			2009
Equity securities		41	%		39	%
Fixed income securities		34	%		35	%
Other investments		25	%		26	%
Total		100	%		100	%

All tax-qualified pension fund investments in the United States are held in the AGCO Corporation Master Pension Trust. Our global pension fund strategy is to diversify investments across broad categories of equity and fixed income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary investment objective of our pension plans is to secure participant retirement benefits. As such, the key objective in the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.

The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategy for the U.S.-based pension plans is to achieve a mix of approximately 20% of assets for the near-term benefit payments and 80% for longer-term growth. The overall U.S. pension funds invest in a broad diversification of asset types. Our U.S. target allocation of retirement fund investments is 31% large- and small- cap domestic equity securities, 15% international equity securities, 24% broad fixed income securities and 30% in alternative investments. We have noted that over long investment horizons, this mix of investments would achieve an average return in excess of 8.5%. In arriving at the choice of an expected return assumption of 8% for our U.S.-based plans, we have tempered this historical indicator with lower expectation for returns and equity investment in the future as well as the administrative costs of the plans. The overall investment strategy for the non-U.S. based pension plans is to achieve a mix of approximately 28% of assets for the near-term benefit payments and 72% for longer-term growth. The overall non-U.S. pension funds invest in a broad diversification of asset types. Our non-U.S. target allocation of retirement fund investments is 40% equity securities, 30% broad fixed income investments and 30% in alternative investments. The majority of our non-U.S. pension fund investments are related to our pension plan in the United Kingdom. We have noted that over very long periods, this mix of investments would achieve an average return in excess of 7.5%. In arriving at the choice of an expected return assumption of 7% for our U.K.-based plans, we have tempered this historical indicator with lower expectation for returns and equity investment in the future as well as the administrative costs of the plans.

Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-

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backed securities, agency mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of funds that follow diversified investment strategies. To date, we have not invested pension funds in our own stock, and we have no intention of doing so in the future.

Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms. They are bound by precise mandates and are measured against specific benchmarks. Among assets managers, consideration is given, among others, to balancing security concentration, issuer concentration, investment style and reliance on particular active investment strategies.

As of December 31, 2010, our unfunded or underfunded obligations related to our qualified pension plans were approximately $184.3 million, primarily due to our pension plan in the United Kingdom. In 2010, we contributed approximately $31.2 million towards those obligations, and we expect to fund approximately $30.4 million in 2011. Future funding is dependent upon compliance with local laws and regulations and changes to those laws and regulations in the future, as well as the generation of operating cash flows in the future. We currently have an agreement in place with the trustees of the U.K. defined benefit plan that obligates us to fund approximately £13.0 million per year (or approximately $20.3 million) towards that obligation for the next 14 years. The funding arrangement is based upon the current underfunded status and could change in the future as discount rates, local laws and regulations, and other factors change. For instance, we believe that given current and expected asset investment returns, the obligation to fund the U.K. benefit plan at this level would likely only be necessary for the next nine years.

Other Postretirement Benefits (Retiree Health Care and Life Insurance)

We provide certain postretirement health care and life insurance benefits for certain employees, principally in the United States and Brazil. Participation in these plans has been generally limited to older employees and existing retirees. See Note 8 to our Consolidated Financial Statements for more information regarding costs and assumptions for other postretirement benefits.

Nature of Estimates Required.  The measurement of our obligations, costs and liabilities associated with other postretirement benefits, such as retiree health care and life insurance, requires that we make use of estimates of the present value of the projected future payments to all participants, taking into consideration the likelihood of potential future events such as health care cost increases and demographic experience, which may have an effect on the amount and timing of future payments.

Assumptions and Approach Used.  The assumptions used in developing the required estimates include the following key factors:

•   Health care cost trends	•   Inflation
•   Discount rates	•   Medical coverage elections
•   Retirement rates	•   Mortality rates

Our health care cost trend assumptions are developed based on historical cost data, the near-term outlook, efficiencies and other cost-mitigating actions, including further employee cost sharing, administrative improvements and other efficiencies, and an assessment of likely long-term trends. For the year ended December 31, 2010, as previously discussed, we changed our discount rate setting methodology in the countries where our largest benefit obligations exist to take advantage of a more globally consistent methodology. In the United States, the discount rate model constructs a universe of high quality corporate bonds and then applies the cash flows of our benefit plans to those bond yields to derive a discount rate. The bond universe in the United States is sufficiently large enough to result in taking a “settlement approach” to derive the discount rate, where high quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy our largest U.S. pension plan’s projected benefit payments. After the bond portfolio is selected, a single discount rate is determined such that the market value of the bonds purchased equals the discounted value of the plan’s benefit payments. For the year ended December 31, 2009, we based the discount rate used to determine the projected benefit obligation for our U.S. postretirement benefit plans by matching the projected

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cash flows of our largest pension plan to the Citigroup Pension Discount Curve. For our Brazilian plan, we based the discount rate on government bond indices within that country. The indices used were chosen to match our expected plan obligations and related expected cash flows. Our inflation assumptions are based on an evaluation of external market indicators. Retirement and termination rates are based primarily on actual plan experience and actuarial standards of practice. The mortality rates for the U.S. plans were updated during 2010 to reflect expected movements in the life expectancy of the plan participants. The effects of actual results differing from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such future periods.

Our U.S. postretirement health care and life insurance plans represent approximately 97% of our consolidated projected benefit obligation. If the discount rate used to determine the 2010 projected benefit obligation for our U.S. postretirement benefit plans was decreased by 25 basis points, our projected benefit obligation would have increased by approximately $0.7 million at December 31, 2010, and our 2011 postretirement benefit expense would increase by a nominal amount. If the discount rate used to determine the 2010 projected benefit obligation for our U.S. postretirement benefit plans was increased by 25 basis points, our projected benefit obligation would have decreased by approximately $0.7 million, and our 2011 pension expense would decrease by a nominal amount.

Unrecognized actuarial losses related to our U.S. postretirement benefit plans were $6.7 million as of December 31, 2010 compared to $6.0 million as of December 31, 2009. The increase in losses primarily reflects the inclusion of certain aspects of U.S. healthcare reform legislation, as well as the slight decrease in the discount rate during 2010. The unrecognized actuarial losses will be impacted in future periods by discount rate changes, actual demographic experience, actual health care inflation and certain other factors. These losses will be amortized on a straight-line basis over the average remaining service period of active employees expected to receive benefits, or the average remaining lives of inactive participants, covered under the postretirement benefit plans. As of December 31, 2010, the average amortization period was 12 years for our U.S. postretirement benefit plans. The estimated net actuarial loss for postretirement health care benefits that will be amortized from our accumulated other comprehensive loss during the year ended December 31, 2011 is approximately $0.3 million, compared to approximately $0.2 million during the year ended December 31, 2010.

As of December 31, 2010, we had approximately $28.8 million in unfunded obligations related to our U.S. and Brazilian postretirement health and life insurance benefit plans. In 2010, we made benefit payments of approximately $1.9 million towards these obligations, and we expect to make benefit payments of approximately $1.7 million towards these obligations in 2011.

For measuring the expected U.S. postretirement benefit obligation at December 31, 2010, we assumed an 8.5% health care cost trend rate for 2011, decreasing to 5.0% by 2018. For measuring the expected U.S. postretirement benefit obligation at December 31, 2009, we assumed an 8.5% health care cost trend rate for 2010, decreasing to 4.9% by 2060. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2010 and 2009, we assumed a 10.0% health care cost trend rate for 2011 and 2010, respectively, decreasing to 5.5% by 2020 and 2019, respectively. Changing the assumed health care cost trend rates by one percentage point each year and holding all other assumptions constant would have the following effect to service and interest cost for 2011 and the accumulated postretirement benefit obligation at December 31, 2010 (in millions):

	One Percentage		One Percentage
	Point Increase		Point Decrease
Effect on service and interest cost	$	0.2	$	(0.2	)
Effect on accumulated benefit obligation	$	3.0	$	(2.6	)

Litigation

We are party to various claims and lawsuits arising in the normal course of business. We closely monitor these claims and lawsuits and frequently consult with our legal counsel to determine whether they may, when resolved, have a material adverse effect on our financial position or results of operations and accrue and/or disclose loss contingencies as appropriate.

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Goodwill and Indefinite-Lived Assets

We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. Our initial assessment and our annual assessments involve determining an estimate of the fair value of our reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and, thus, the second step of the impairment is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of our reporting units. A reporting unit is an operating segment or one level below an operating segment, for example, a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and our executive management team regularly reviews the operating results of that component. In addition, we combine and aggregate two or more components of an operating segment as a single reporting unit if the components have similar economic characteristics. Our reportable segments are not our reporting units.

The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination; that is, we allocate the fair value of a reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

We utilized a combination of valuation techniques, including a discounted cash flow approach and a market multiple approach, when making our annual and interim assessments. As stated above, goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The results of our analyses conducted as of October 1, 2010, 2009 and 2008 indicated that no reduction in the carrying amount of goodwill was required. The fair value of our reporting units was substantially in excess of their carrying amounts for 2010, 2009 and 2008.

We make various assumptions including assumptions regarding future cash flows, market multiples, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the current and long-term business plans of the reporting unit. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the reporting unit. These assumptions require significant judgments on our part, and the conclusions that we reach could vary significantly based upon these judgments.

As of December 31, 2010, we had approximately $632.7 million of goodwill. While our annual impairment testing in 2010 supported the carrying amount of this goodwill, we may be required to reevaluate the carrying amount in future periods, thus utilizing different assumptions that reflect the then current market conditions and expectations, and, therefore, we could conclude that an impairment has occurred.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

The Quantitative and Qualitative Disclosures about Market Risk information required by this Item set forth under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Foreign Currency Risk Management” and “— Interest Rates” on pages 35 and 36 under Item 7 of this Form 10-K are incorporated herein by reference.

45

Item 8.   Financial Statements and Supplementary Data

The following Consolidated Financial Statements of AGCO and its subsidiaries for each of the years in the three-year period ended December 31, 2010 are included in this Item:

	Page
Report of Independent Registered Public Accounting Firm		47
Consolidated Statements of Operations for the years ended December 31, 2010, 2009 and 2008		48
Consolidated Balance Sheets as of December 31, 2010 and 2009		49
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2010, 2009 and 2008		50
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		51
Notes to Consolidated Financial Statements		52

The information under the heading “Quarterly Results” of Item 7 on page 28 of this Form 10-K is incorporated herein by reference.

46

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

AGCO Corporation:

We have audited the accompanying consolidated balance sheets of AGCO Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in Item 15(a)(2). These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AGCO Corporation and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, the Company changed its methods of accounting for transfers of financial assets and consolidation of variable interest entities in 2010 due to the adoption of Accounting Standards Updates 2009-16, “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets” and 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities”.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), AGCO Corporation’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

Atlanta, Georgia

February 25, 2011

47

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

	Years Ended December 31,
	2010		2009		2008
Net sales	$	6,896.6	$	6,516.4	$	8,273.1
Cost of goods sold		5,637.9		5,444.5		6,774.7
Gross profit		1,258.7		1,071.9		1,498.4
Selling, general and administrative expenses		692.1		630.1		720.9
Engineering expenses		219.6		191.9		194.5
Restructuring and other infrequent expenses		4.4		13.2		0.2
Amortization of intangibles		18.4		18.0		19.1
Income from operations		324.2		218.7		563.7
Interest expense, net		33.3		42.1		32.1
Other expense, net		16.0		22.2		20.1
Income before income taxes and equity in net earnings of affiliates		274.9		154.4		511.5
Income tax provision		104.4		57.7		164.4
Income before equity in net earnings of affiliates		170.5		96.7		347.1
Equity in net earnings of affiliates		49.7		38.7		38.8
Net income		220.2		135.4		385.9
Net loss attributable to noncontrolling interest		0.3		0.3		—
Net income attributable to AGCO Corporation and subsidiaries	$	220.5	$	135.7	$	385.9
Net income per common share attributable to AGCO Corporation and subsidiaries:
Basic	$	2.38	$	1.47	$	4.21
Diluted	$	2.29	$	1.44	$	3.95
Weighted average number of common and common equivalent shares outstanding:
Basic		92.8		92.2		91.7
Diluted		96.4		94.1		97.7

See accompanying notes to Consolidated Financial Statements.

48

AGCO CORPORATION

CONSOLIDATED BALANCE SHEETS
(In millions, except share amounts)

	December 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	719.9		$	651.4
Accounts and notes receivable, net		908.5			725.2
Inventories, net		1,233.5			1,156.7
Deferred tax assets		52.6			63.6
Other current assets		206.5			151.6
Total current assets		3,121.0			2,748.5
Property, plant and equipment, net		924.8			910.0
Investment in affiliates		398.0			353.9
Deferred tax assets		58.0			70.0
Other assets		130.8			115.7
Intangible assets, net		171.6			166.8
Goodwill		632.7			634.0
Total assets	$	5,436.9		$	4,998.9
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of long-term debt	$	0.1		$	0.1
Convertible senior subordinated notes		161.0			193.0
Securitization facilities		113.9			—
Accounts payable		682.6			621.6
Accrued expenses		883.1			808.7
Other current liabilities		72.2			45.5
Total current liabilities		1,912.9			1,668.9
Long-term debt, less current portion		443.0			454.0
Pensions and postretirement health care benefits		226.5			276.6
Deferred tax liabilities		103.9			118.7
Other noncurrent liabilities		91.4			78.0
Total liabilities		2,777.7			2,596.2
Commitments and contingencies (Note 12)
Temporary Equity:
Equity component of redeemable convertible senior subordinated notes		—			8.3
Stockholders’ Equity:
AGCO Corporation stockholders’ equity:
Preferred stock; $0.01 par value, 1,000,000 shares authorized, no shares issued or outstanding in 2010 and 2009		—			—
Common stock; $0.01 par value, 150,000,000 shares authorized, 93,143,542 and 92,453,665 shares issued and outstanding at December 31, 2010 and 2009, respectively		0.9			0.9
Additional paid-in capital		1,051.3			1,061.9
Retained earnings		1,738.3			1,517.8
Accumulated other comprehensive loss		(132.1	)		(187.4	)
Total AGCO Corporation stockholders’ equity		2,658.4			2,393.2
Noncontrolling interest		0.8			1.2
Total stockholders’ equity		2,659.2			2,394.4
Total liabilities, temporary equity and stockholders’ equity	$	5,436.9		$	4,998.9

See accompanying notes to Consolidated Financial Statements.

49

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except share amounts)

																													Comprehensive
											Accumulated Other Comprehensive Income (Loss)																		(Loss) Income
											Defined						Deferred			Accumulated									attributable to			Comprehensive
					Additional						Benefit			Cumulative			Gains			Other						Total			AGCO Corporation			Loss attributable to
	Common Stock				Paid-in			Retained			Pension			Translation			(Losses) on			Comprehensive			Noncontrolling			Stockholders’			and			Noncontrolling
	Shares		Amount		Capital			Earnings			Plans			Adjustment			Derivatives			Income (Loss)			Interests			Equity			subsidiaries			Interest
Balance, December 31, 2007		91,609,895	$	0.9	$	1, 036.9		$	997.3		$	(86.8	)	$	160.5		$	5.3		$	79.0		$	6.0		$	2,120.1
Adjustment for GIMA deconsolidation (Note 1)		—		—		—			—			—			—			—			—			(6.0	)		(6.0	)
Adjusted balance, January 1, 2008		91,609,895		0.9		1,036.9			997.3			(86.8	)		160.5			5.3			79.0			—			2,114.1
Net income		—		—		—			385.9			—			—			—			—			—			385.9		$	385.9		$	—
Issuance of restricted stock		136,457		—		1.6			—			—			—			—			—			—			1.6
Issuance of performance award stock		62,387		—		(2.6	)		—			—			—			—			—			—			(2.6	)
Stock options and SSARs exercised		35,454		—		(0.3	)		—			—			—			—			—			—			(0.3	)
Stock compensation		—		—		31.8			—			—			—			—			—			—			31.8
Defined benefit pension plans, net of taxes
Prior service cost arising during year		—		—		—			—			(0.2	)		—			—			(0.2	)		—			(0.2	)		(0.2	)
Net actuarial loss arising during year		—		—		—			—			(57.6	)		—			—			(57.6	)		—			(57.6	)		(57.6	)
Amortization of net actuarial losses included in net periodic pension cost		—		—		—			—			5.6			—			—			5.6			—			5.6			5.6
Effects of changing pension plan measurement date:
Service cost, interest cost and expected return on plan assets for October 1 — December 31, 2007		—		—		—			(0.2	)		—			—			—			—			—			(0.2	)
Amortization of net actuarial losses for October 1 — December 31, 2007		—		—		—			(0.9	)		0.9			—			—			0.9			—			—			0.9
Deferred gains and losses on derivatives, net		—		—		—			—			—			—			(44.4	)		(44.4	)		—			(44.4	)		(44.4	)
Deferred gains and losses on derivatives held by affiliates, net		—		—		—			—			—			—			(1.0	)		(1.0	)		—			(1.0	)		(1.0	)
Change in cumulative translation adjustment		—		—		—			—			—			(418.4	)		—			(418.4	)		—			(418.4	)		(418.4	)		—
Balance, December 31, 2008		91,844,193		0.9		1,067.4			1,382.1			(138.1	)		(257.9	)		(40.1	)		(436.1	)		—			2,014.3			(129.2	)		—
Net income (loss)		—		—		—			135.7			—			—			—			—			(0.3	)		135.4			135.7			(0.3	)
Issuance of restricted stock		26,388		—		0.6			—			—			—			—			—			—			0.6
Issuance of performance award stock		581,393		—		(5.2	)		—			—			—			—			—			—			(5.2	)
Stock options and SSARs exercised		1,691		—		—			—			—			—			—			—			—			—
Stock compensation		—		—		7.4			—			—			—			—			—			—			7.4
Investments by noncontrolling interest		—		—		—			—			—			—			—			—			1.3			1.3
Defined benefit pension plans, net of taxes:
Net actuarial loss arising during year		—		—		—			—			(75.6	)		—			—			(75.6	)		—			(75.6	)		(75.6	)
Amortization of net actuarial losses included in net periodic pension cost		—		—		—			—			5.4			—			—			5.4			—			5.4			5.4
Deferred gains and losses on derivatives, net		—		—		—			—			—			—			35.4			35.4			—			35.4			35.4
Deferred gains and losses on derivatives held by affiliates, net		—		—		—			—			—			—			0.6			0.6			—			0.6			0.6
Reclassification to temporary equity- Equity component of convertible senior subordinated notes		—		—		(8.3	)		—			—			—			—			—			—			(8.3	)
Change in cumulative translation adjustment		—		—		—			—			—			282.9			—			282.9			0.2			283.1			282.9			0.2
Balance, December 31, 2009		92,453,665		0.9		1,061.9			1,517.8			(208.3	)		25.0			(4.1	)		(187.4	)		1.2			2,394.4			384.4			(0.1	)
Net income (loss)		—		—		—			220.5			—			—			—			—			(0.3	)		220.2			220.5			(0.3	)
Issuance of restricted stock		17,303		—		0.7			—			—			—			—			—			—			0.7
Issuance of performance award stock		555,262		—		(11.2	)		—			—			—			—			—			—			(11.2	)
Stock options and SSARs exercised		56,326		—		—			—			—			—			—			—			—			—
Stock compensation		—		—		12.7			—			—			—			—			—			—			12.7
Conversion of 13/4% convertible senior subordinated notes		60,986		—		—			—			—			—			—			—			—			—
Repurchase of 13/4% convertible senior subordinated notes		—		—		(21.1	)		—			—			—			—			—			—			(21.1	)
Defined benefit pension plans, net of taxes:
Prior service cost arising during year		—		—		—			—			(2.8	)		—			—			(2.8	)		—			(2.8	)		(2.8	)
Net actuarial gain arising during year		—		—		—			—			23.5			—			—			23.5			—			23.5			23.5
Amortization of prior service cost included in net periodic pension cost		—		—		—			—			1.8			—			—			1.8			—			1.8			1.8
Amortization of net actuarial losses included in net periodic pension cost		—		—		—			—			6.7			—			—			6.7			—			6.7			6.7
Deferred gains and losses on derivatives, net		—		—		—			—			—			—			2.5			2.5			—			2.5			2.5
Deferred gains and losses on derivatives held by affiliates, net		—		—		—			—			—			—			0.2			0.2			—			0.2			0.2
Reclassification to temporary equity- Equity component of convertible senior subordinated notes		—		—		8.3			—			—			—			—			—			—			8.3
Change in cumulative translation adjustment		—		—		—			—			—			23.4			—			23.4			(0.1	)		23.3			23.4			(0.1	)
Balance, December 31, 2010		93,143,542	$	0.9	$	1,051.3		$	1,738.3		$	(179.1	)	$	48.4		$	(1.4	)	$	(132.1	)	$	0.8		$	2,659.2		$	275.8		$	(0.4	)

See accompanying notes to Consolidated Financial Statements.

50

AGCO CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

	Years Ended December 31,
	2010			2009			2008
Cash flows from operating activities:
Net income	$	220.2		$	135.4		$	385.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		135.9			118.8			116.1
Deferred debt issuance cost amortization		2.9			2.8			3.2
Amortization of intangibles		18.4			18.0			19.1
Amortization of debt discount		15.3			15.0			14.1
Stock compensation		13.4			8.0			33.3
Equity in net earnings of affiliates, net of cash received		(14.8	)		(21.0	)		(11.0	)
Deferred income tax provision (benefit)		2.9			(21.9	)		7.3
Loss (gain) on sale of property, plant and equipment		0.1			1.4			(0.1	)
Changes in operating assets and liabilities, net of effects from purchase of businesses:
Accounts and notes receivable, net		(21.2	)		241.2			(194.5	)
Inventories, net		(60.6	)		277.1			(366.4	)
Other current and noncurrent assets		(92.8	)		40.8			(81.6	)
Accounts payable		70.6			(380.3	)		266.5
Accrued expenses		114.9			(68.1	)		113.3
Other current and noncurrent liabilities		33.5			(19.3	)		(26.9	)
Total adjustments		218.5			212.5			(107.6	)
Net cash provided by operating activities		438.7			347.9			278.3
Cash flows from investing activities:
Purchases of property, plant and equipment		(167.1	)		(206.6	)		(236.8	)
Proceeds from sale of property, plant and equipment		0.9			2.1			4.5
(Purchase) sale of businesses, net of cash acquired		(81.5	)		0.5			—
Investments in unconsolidated affiliates, net		(25.4	)		(17.6	)		(0.6	)
Restricted cash and other		—			37.1			(32.5	)
Net cash used in investing activities		(273.1	)		(184.5	)		(265.4	)
Cash flows from financing activities:
Repurchase or conversion of convertible senior subordinated notes		(60.8	)		—			—
Proceeds from debt obligations		71.4			282.3			75.8
Repayments of debt obligations		(109.2	)		(343.2	)		(37.2	)
Proceeds from issuance of common stock		0.5			—			0.3
Payment of minimum tax withholdings on stock compensation		(11.3	)		(5.2	)		(3.2	)
Payment of debt issuance costs		—			(0.1	)		(1.4	)
Investments by noncontrolling interest		—			1.3			—
Net cash (used in) provided by financing activities		(109.4	)		(64.9	)		34.3
Effects of exchange rate changes on cash and cash equivalents		12.3			46.8			(115.9	)
Increase (decrease) in cash and cash equivalents		68.5			145.3			(68.7	)
Cash and cash equivalents, beginning of year		651.4			506.1			574.8
Cash and cash equivalents, end of year	$	719.9		$	651.4		$	506.1

See accompanying notes to Consolidated Financial Statements.

51

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Operations and Summary of Significant Accounting Policies

Business

AGCO Corporation (“AGCO” or the “Company”) is a leading manufacturer and distributor of agricultural equipment and related replacement parts throughout the world. The Company sells a full range of agricultural equipment, including tractors, combines, hay tools, sprayers, forage equipment and implements. The Company’s products are widely recognized in the agricultural equipment industry and are marketed under a number of well-known brand names including: Challenger^®, Fendt^®, Massey Ferguson^® and Valtra^®. The Company distributes most of its products through a combination of approximately 2,650 independent dealers and distributors. In addition, the Company provides retail financing in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria through its retail finance joint ventures with Coöperative Centrale Raiffeisen-Boerenleenbank B.A., or “Rabobank.”

Basis of Presentation

The Consolidated Financial Statements represent the consolidation of all wholly-owned companies, majority-owned companies and joint ventures where the Company has been determined to be the primary beneficiary under Accounting Standards Update (“ASU”) 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). The Company records investments in all other affiliate companies using the equity method of accounting when it has significant influence. Other investments including those representing an ownership of less than 20% are recorded at cost. All significant intercompany balances and transactions have been eliminated in the Consolidated Financial Statements.

Joint Ventures

On January 1, 2010, the Company adopted the provisions of ASU 2009-17 and performed a qualitative analysis of all its joint ventures, including its GIMA joint venture, to determine whether it had a controlling financial interest in such ventures. As a result of this analysis, the Company determined that its GIMA joint venture should no longer be consolidated into the Company’s results of operations or financial position as the Company does not have a controlling financial interest in GIMA based on the shared powers of both joint venture partners to direct the activities that most significantly impact GIMA’s financial performance. GIMA is a joint venture between AGCO and Claas Tractor SAS to cooperate in the field of purchasing, design and manufacturing of components for agricultural tractors. Each party has a 50% ownership interest in the joint venture and has an investment of approximately €4.2 million in the joint venture. Both parties purchase all of the production output of the joint venture. The deconsolidation of GIMA resulted in a retroactive reduction to “Noncontrolling interests” within equity and an increase to “Investments in affiliates” of approximately $6.4 million and $5.7 million in the Company’s Consolidated Balance Sheets as of December 31, 2009 and 2008, respectively. The deconsolidation also resulted in a retroactive reduction to the Company’s “Net sales” and “Income from Operations” within its Consolidated Statements of Operations and a reclassification of amounts previously reported as “Net income attributable to noncontrolling interests” to “Equity in net earnings of affiliates,” but otherwise had no net impact to the Company’s consolidated net income for the years ended December 31, 2009 and 2008. In addition, the deconsolidation resulted in a reduction to the Company’s “Total assets” and “Total liabilities” within its Consolidated Balance Sheets as of December 31, 2009, but had no net

52

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

impact to the Company’s “Total stockholders’ equity” other than the reduction previously mentioned. The Company retroactively restated prior periods and recorded the following adjustments (in millions):

	As Previously
	Reported		Adjustment			As adjusted
Consolidated Balance Sheet as of December 31, 2009
Total assets	$	5,062.2	$	(63.3	)	$	4,998.9
Total liabilities	$	2,653.1	$	(56.9	)	$	2,596.2
Consolidated Statement of Operations for the Year Ended December 31, 2009
Net sales	$	6,630.4	$	(114.0	)	$	6,516.4
Income from operations	$	219.3	$	(0.6	)	$	218.7
Consolidated Statement of Operations for the Year Ended December 31, 2008
Net sales	$	8,424.6	$	(151.5	)	$	8,273.1
Income from operations	$	565.0	$	(1.3	)	$	563.7

Rabobank is a 51% owner in the Company’s retail finance joint ventures which are located in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria. The majority of the assets of the Company’s retail finance joint ventures represent finance receivables. The majority of the liabilities represent notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. The Company does not guarantee the debt obligations of the retail finance joint ventures other than an insignificant portion of the retail portfolio in Brazil that is held outside the joint venture by Rabobank Brazil (Note 13). The Company’s retail finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of the financing arrangements offered to the Company’s dealers are similar to arrangements the retail finance joint ventures provide to unaffiliated third parties. The Company maintains a remarketing agreement with its U.S. retail finance joint venture, AGCO Finance LLC (Note 12). In addition, as part of sales incentives provided to end users, the Company may from time to time subsidize interest rates of retail financing provided by its retail joint ventures. In addition, the Company transfers substantially all of its wholesale interest-bearing and non-interest bearing receivables in North America to AGCO Finance LLC and AGCO Finance Canada, Ltd., on an ongoing basis. The transfer of the receivables is without recourse to the Company, and the Company does not service the receivables. The Company does not maintain any direct retained interest in the receivables (Note 4). In analyzing the provisions of ASU 2009-17, the Company determined that the retail finance joint ventures did not meet the consolidation requirements and should be accounted for under the voting interest model. In making this determination, the Company evaluated the sufficiency of the equity at risk for each retail finance joint venture, the ability of the joint venture investors to make decisions about the joint ventures’ activities that have a significant effect on the success of the entities and their economic performance, the obligations to absorb expected losses of the joint ventures, and the rights to receive expected residual returns.

Revenue Recognition

Sales of equipment and replacement parts are recorded by the Company when title and risks of ownership have been transferred to an independent dealer, distributor or other customer. Payment terms vary by market and product, with fixed payment schedules on all sales. The terms of sale generally require that a purchase order or order confirmation accompany all shipments. Title generally passes to the dealer or distributor upon shipment, and the risk of loss upon damage, theft or destruction of the equipment is the responsibility of the dealer, distributor or third-party carrier. In certain foreign countries, the Company retains a form of title to goods delivered to dealers until the dealer makes payment so that the Company can recover the goods in the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

event of customer default on payment. This occurs as the laws of some foreign countries do not provide for a seller’s retention of a security interest in goods in the same manner as established in the United States Uniform Commercial Code. The only right the Company retains with respect to the title are those enabling recovery of the goods in the event of customer default on payment. The dealer or distributor may not return equipment or replacement parts while its contract with the Company is in force. Replacement parts may be returned only under promotional and annual return programs. Provisions for returns under these programs are made at the time of sale based on the terms of the program and historical returns experience. The Company may provide certain sales incentives to dealers and distributors. Provisions for sales incentives are made at the time of sale for existing incentive programs. These provisions are revised in the event of subsequent modification to the incentive program. See “Accounts and Notes Receivable” for further discussion.

In the United States and Canada, all equipment sales to dealers are immediately due upon a retail sale of the equipment by the dealer. If not previously paid by the dealer in the United States and Canada, installment payments are required generally beginning after the interest-free period with the remaining outstanding equipment balance generally due within 12 months after shipment. Interest generally is charged on the outstanding balance six to 12 months after shipment. Sales terms of some highly seasonal products provide for payment and due dates based on a specified date during the year regardless of the shipment date. Equipment sold to dealers in the United States and Canada is paid in full on average within 12 months of shipment. Sales of replacement parts generally are payable within 30 days of shipment, with terms for some larger seasonal stock orders generally requiring payment within six months of shipment.

In other international markets, equipment sales are generally payable in full within 30 to 180 days of shipment. Payment terms for some highly seasonal products have a specified due date during the year regardless of the shipment date. Sales of replacement parts generally are payable within 30 to 90 days of shipment with terms for some larger seasonal stock orders generally payable within six months of shipment.

In certain markets, particularly in North America, there is a time lag, which varies based on the timing and level of retail demand, between the date the Company records a sale and when the dealer sells the equipment to a retail customer.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiaries are translated into United States currency in accordance with Accounting Standard Codification (“ASC”) 830, “Foreign Currency Matters.” Assets and liabilities are translated to United States dollars at period-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity. Gains and losses, which result from foreign currency transactions, are included in the accompanying Consolidated Statements of Operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates made by management primarily relate to accounts and notes receivable, inventories, deferred income tax valuation allowances, intangible assets and certain accrued liabilities, principally relating to reserves for volume discounts and sales incentives, warranty obligations, product liability and workers’ compensation obligations, and pensions and postretirement benefits.

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash and Cash Equivalents

Cash at December 31, 2010 and 2009 of $228.2 million and $327.3 million, respectively, consisted primarily of cash on hand and bank deposits. The Company considers all investments with an original maturity of three months or less to be cash equivalents. Cash equivalents at December 31, 2010 and 2009 of $491.7 million and $324.1 million, respectively, consisted primarily of money market deposits, certificates of deposits and overnight investments.

Accounts and Notes Receivable

Accounts and notes receivable arise from the sale of equipment and replacement parts to independent dealers, distributors or other customers. Payments due under the Company’s terms of sale generally range from one to 12 months and are not contingent upon the sale of the equipment by the dealer or distributor to a retail customer. Under normal circumstances, payment terms are not extended and equipment may not be returned. In certain regions, including the United States and Canada, the Company is obligated to repurchase equipment and replacement parts upon cancellation of a dealer or distributor contract. These obligations are required by national, state or provincial laws and require the Company to repurchase a dealer or distributor’s unsold inventory, including inventory for which the receivable has already been paid.

For sales in most markets outside of the United States and Canada and the Company does not normally charge interest on outstanding receivables with its dealers and distributors. For sales to certain dealers or distributors in the United States and Canada, interest is charged at or above prime lending rates on outstanding receivable balances after interest-free periods. These interest-free periods vary by product and generally range from one to 12 months, with the exception of certain seasonal products, which bear interest after various periods up to 23 months depending on the time of year of the sale and the dealer or distributor’s sales volume during the preceding year. For the year ended December 31, 2010, 16.1% and 5.1% of the Company’s net sales had maximum interest-free periods ranging from one to six months and seven to 12 months, respectively. Net sales with maximum interest-free periods ranging from 13 to 23 months were approximately 0.4% of the Company’s net sales during 2010. Actual interest-free periods are shorter than above because the equipment receivable from dealers or distributors in the United States and Canada is due immediately upon sale of the equipment to a retail customer. Under normal circumstances, interest is not forgiven and interest-free periods are not extended. The Company has an agreement to permit transferring, on an ongoing basis, substantially all of its wholesale interest-bearing and non-interest bearing accounts receivable in North America to its U.S. and Canadian retail finance joint ventures. Upon transfer, the receivables maintain standard payment terms, including required regular principal payments on amounts outstanding, and interest charges at market rates. Qualified dealers may obtain additional financing through the Company’s U.S. and Canadian retail finance joint ventures at the joint ventures’ discretion.

The Company provides various incentive programs with respect to its products. These incentive programs include reductions in invoice prices, reductions in retail financing rates, dealer commissions, dealer incentive allowances and volume discounts. In most cases, incentive programs are established and communicated to the Company’s dealers on a quarterly basis. The incentives are paid either at the time of invoice (through a reduction of invoice price), at the time of the settlement of the receivable, at the time of retail financing, at the time of warranty registration, or at a subsequent time based on dealer purchases. The incentive programs are product-line specific and generally do not vary by dealer. The cost of sales incentives associated with dealer commissions and dealer incentive allowances is estimated based upon the terms of the programs and historical experience, is based on a percentage of the sales price, and is recorded at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. The related provisions and accruals are made on a product or product-line basis and are monitored for adequacy and revised at least quarterly in the event of subsequent modifications to the programs. Volume discounts are estimated and recognized based on historical experience, and related reserves are monitored and adjusted based on actual

55

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

dealer purchases and the dealers’ progress towards achieving specified cumulative target levels. The Company records the cost of interest subsidy payments, which is a reduction in the retail financing rates, at the later of (a) the date at which the related revenue is recognized, or (b) the date at which the sales incentive is offered. Estimates of these incentives are based on the terms of the programs and historical experience. All incentive programs are recorded and presented as a reduction of revenue due to the fact that the Company does not receive an identifiable benefit in exchange for the consideration provided. Reserves for incentive programs that will be paid either through the reduction of future invoices or through credit memos are recorded as “accounts receivable allowances” within the Company’s Consolidated Balance Sheets. Reserves for incentive programs that will be paid in cash, as is the case with most of the Company’s volume discount programs as well as sales incentives associated with accounts receivable sold to its U.S. and Canadian retail finance joint ventures, are recorded within “Accrued expenses” within the Company’s Consolidated Balance Sheets.

Accounts and notes receivable are shown net of allowances for sales incentive discounts available to dealers and for doubtful accounts. Cash flows related to the collection of receivables are reported within “Cash flows from operating activities” within the Company’s Consolidated Statements of Cash Flows. Accounts and notes receivable allowances at December 31, 2010 and 2009 were as follows (in millions):

	2010		2009
Sales incentive discounts	$	11.3	$	3.0
Doubtful accounts		29.3		35.0
	$	40.6	$	38.0

The Company transfers certain accounts receivable to various financial institutions primarily under its accounts receivable securitization facility in Europe and its accounts receivable sales agreements with its retail finance joint ventures (Note 4). The Company records such transfers as sales of accounts receivable when it is considered to have surrendered control of such receivables under the provisions of ASU 2009-16, “Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets” (“ASU 2009-16”). Cash payments are made to the Company’s U.S. and Canadian retail finance joint ventures for sales incentive discounts provided to dealers related to outstanding accounts receivables sold. The balance of such sales discount reserves that are classified in “Accrued expenses” as of December 31, 2010 and 2009 were approximately $87.4 million and $94.5 million, respectively.

Inventories

Inventories are valued at the lower of cost or market using the first-in, first-out method. Market is current replacement cost (by purchase or by reproduction dependent on the type of inventory). In cases where market exceeds net realizable value (i.e., estimated selling price less reasonably predictable costs of completion and disposal), inventories are stated at net realizable value. Market is not considered to be less than net realizable value reduced by an allowance for an approximately normal profit margin. At December 31, 2010 and 2009, the Company had recorded $86.2 million and $87.0 million, respectively, as an adjustment for surplus and obsolete inventories. These adjustments are reflected within “Inventories, net.”

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventories, net at December 31, 2010 and 2009 were as follows (in millions):

	December 31,		December 31,
	2010		2009
Finished goods	$	422.6	$	480.0
Repair and replacement parts		432.4		383.1
Work in process		90.2		86.3
Raw materials		288.3		207.3
Inventories, net	$	1,233.5	$	1,156.7

Cash flows related to the sale of inventories are reported within “Cash flows from operating activities” within the Company’s Consolidated Statements of Cash Flows.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of ten to 40 years for buildings and improvements, three to 15 years for machinery and equipment, and three to ten years for furniture and fixtures. Expenditures for maintenance and repairs are charged to expense as incurred.

Property, plant and equipment, net at December 31, 2010 and 2009 consisted of the following (in millions):

	2010			2009
Land	$	63.6		$	60.1
Buildings and improvements		404.1			362.7
Machinery and equipment		1,166.4			1,019.9
Furniture and fixtures		221.9			189.7
Gross property, plant and equipment		1,856.0			1,632.4
Accumulated depreciation and amortization		(931.2	)		(722.4	)
Property, plant and equipment, net	$	924.8		$	910.0

Goodwill and Other Intangible Assets

ASC 350, “Intangibles — Goodwill and Other,” establishes a method of testing goodwill and other indefinite-lived intangible assets for impairment on an annual basis or on an interim basis if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. The Company’s annual assessments involve determining an estimate of the fair value of the Company’s reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill and other indefinite-lived intangible assets exists. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired, and ,thus, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. Fair values are derived based on an evaluation of past and expected future performance of the Company’s reporting units. A reporting unit is an operating segment or one level below an operating segment, for example, a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and the Company’s executive management team regularly reviews the operating results of that component. In

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addition, the Company combines and aggregates two or more components of an operating segment as a single reporting unit if the components have similar economic characteristics. The Company’s reportable segments are not its reporting units.

The second step of the goodwill impairment test, used to measure the amount of impairment loss, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination; that is, the Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill.

The Company utilizes a combination of valuation techniques, including a discounted cash flow approach and a market multiple approach, when making its annual and interim assessments. As stated above, goodwill is tested for impairment on an annual basis and more often if indications of impairment exist. The results of the Company’s analyses conducted as of October 1, 2010, 2009 and 2008 indicated that no reduction in the carrying amount of goodwill was required.

Changes in the carrying amount of goodwill during the years ended December 31, 2010, 2009 and 2008 are summarized as follows (in millions):

	North		South			Europe/Africa/
	America		America			Middle East			Consolidated
Balance as of December 31, 2007	$	3.1	$	183.7		$	478.8		$	665.6
Adjustments related to income taxes		—		—			(16.8	)		(16.8	)
Foreign currency translation		—		(42.1	)		(19.7	)		(61.8	)
Balance as of December 31, 2008		3.1		141.6			442.3			587.0
Adjustments related to income taxes		—		—			(9.2	)		(9.2	)
Foreign currency translation		—		45.6			10.6			56.2
Balance as of December 31, 2009		3.1		187.2			443.7			634.0
Acquisition		—		—			26.8			26.8
Adjustments related to income taxes		—		—			(8.6	)		(8.6	)
Foreign currency translation		—		9.5			(29.0	)		(19.5	)
Balance as of December 31, 2010	$	3.1	$	196.7		$	432.9		$	632.7

During 2010, 2009 and 2008, the Company reduced goodwill for financial reporting purposes by approximately $8.6 million, $9.2 million and $16.8 million, respectively, related to the realization of tax benefits associated with the excess tax basis deductible goodwill resulting from the Company’s acquisition of Valtra.

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company amortizes certain acquired intangible assets primarily on a straight-line basis over their estimated useful lives, which range from three to 30 years. The acquired intangible assets have a weighted average useful life as follows:

	Weighted-Average
Intangible Asset	Useful Life
Trademarks and tradenames		30 years
Technology and patents		7 years
Customer relationships		10 years

For the years ended December 31, 2010, 2009 and 2008, acquired intangible asset amortization was $18.4 million, $18.0 million and $19.1 million, respectively. The Company estimates amortization of existing intangible assets will be $13.1 million for 2011, $13.1 million for 2012, $13.0 million for 2013, $2.9 million for 2014 and $2.9 million for 2015.

The Company has previously determined that two of its trademarks have an indefinite useful life. The Massey Ferguson trademark has been in existence since 1952 and was formed from the merger of Massey-Harris (established in the 1890’s) and Ferguson (established in the 1930’s). The Massey Ferguson brand is currently sold in over 140 countries worldwide, making it one of the most widely sold tractor brands in the world. The Company has also identified the Valtra trademark as an indefinite-lived asset. The Valtra trademark has been in existence since the late 1990’s, but is a derivative of the Valmet trademark which has been in existence since 1951. Valtra and Valmet are used interchangeably in the marketplace today and Valtra is recognized to be the tractor line of the Valmet name. The Valtra brand is currently sold in approximately 50 countries around the world. Both the Massey Ferguson brand and the Valtra brand are primary product lines of the Company’s business, and the Company plans to use these trademarks for an indefinite period of time. The Company plans to continue to make investments in product development to enhance the value of these brands into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the Company is aware of or that the Company believes would limit the useful lives of the trademarks. The Massey Ferguson and Valtra trademark registrations can be renewed at a nominal cost in the countries in which the Company operates.

Changes in the carrying amount of acquired intangible assets during 2010 and 2009 are summarized as follows (in millions):

	Trademarks and			Customer			Patents and
	Tradenames			Relationships			Technology			Total
Gross carrying amounts:
Balance as of December 31, 2008	$	33.2		$	88.4		$	52.9		$	174.5
Foreign currency translation		0.2			14.9			1.4			16.5
Balance as of December 31, 2009		33.4			103.3			54.3			191.0
Acquisition		—			21.9			—			21.9
Foreign currency translation		(0.1	)		(0.3	)		(3.5	)		(3.9	)
Balance as of December 31, 2010	$	33.3		$	124.9		$	50.8		$	209.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Trademarks and		Customer			Patents and
	Tradenames		Relationships			Technology			Total
Accumulated amortization:
Balance as of December 31, 2008	$	8.4	$	45.4		$	38.2		$	92.0
Amortization expense		1.4		9.4			7.2			18.0
Foreign currency translation		0.1		8.3			1.1			9.5
Balance as of December 31, 2009		9.9		63.1			46.5			119.5
Amortization expense		1.1		10.7			6.6			18.4
Foreign currency translation		—		(0.1	)		(2.7	)		(2.8	)
Balance as of December 31, 2010	$	11.0	$	73.7		$	50.4		$	135.1

	Trademarks and
	Tradenames
Indefinite-lived intangible assets:
Balance as of December 31, 2008	$	94.4
Foreign currency translation		0.9
Balance as of December 31, 2009		95.3
Acquisition		5.1
Foreign currency translation		(2.7	)
Balance as of December 31, 2010	$	97.7

Long-Lived Assets

During 2010, 2009 and 2008, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicated that the carrying amount of an asset may not be recoverable. Under ASC 360 “Property, Plant and Equipment”, an impairment loss is recognized when the undiscounted future cash flows estimated to be generated by the asset to be held and used are not sufficient to recover the unamortized balance of the asset. An impairment loss would be recognized based on the difference between the carrying values and estimated fair value. The estimated fair value is determined based on either the discounted future cash flows or other appropriate fair value methods with the amount of any such deficiency charged to income in the current year. If the asset being tested for recoverability was acquired in a business combination, intangible assets resulting from the acquisition that are related to the asset are included in the assessment. Estimates of future cash flows are based on many factors, including current operating results, expected market trends and competitive influences. The Company also evaluates the amortization periods assigned to its intangible assets to determine whether events or changes in circumstances warrant revised estimates of useful lives. Assets to be disposed of by sale are reported at the lower of the carrying amount or fair value, less estimated costs to sell.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accrued Expenses

Accrued expenses at December 31, 2010 and 2009 consisted of the following (in millions):

	2010		2009
Reserve for volume discounts and sales incentives	$	252.1	$	261.5
Warranty reserves		179.0		161.8
Accrued employee compensation and benefits		168.2		134.0
Accrued taxes		115.2		105.8
Other		168.6		145.6
	$	883.1	$	808.7

Warranty Reserves

The warranty reserve activity for the years ended December 31, 2010, 2009 and 2008 consisted of the following (in millions):

	2010			2009			2008
Balance at beginning of the year	$	181.6		$	183.4		$	167.1
Accruals for warranties issued during the year		163.7			141.6			170.3
Settlements made (in cash or in kind) during the year		(140.1	)		(150.9	)		(142.8	)
Foreign currency translation		(5.7	)		7.5			(11.2	)
Balance at the end of the year	$	199.5		$	181.6		$	183.4

The Company’s agricultural equipment products are generally under warranty against defects in material and workmanship for a period of one to four years. The Company accrues for future warranty costs at the time of sale based on historical warranty experience. Approximately $20.5 million and $19.8 million of warranty reserves are included in “Other noncurrent liabilities” in the Company’s Consolidated Balance Sheets as of December 31, 2010 and 2009, respectively.

Insurance Reserves

Under the Company’s insurance programs, coverage is obtained for significant liability limits as well as those risks required to be insured by law or contract. It is the policy of the Company to self-insure a portion of certain expected losses related primarily to workers’ compensation and comprehensive general, product and vehicle liability. Provisions for losses expected under these programs are recorded based on the Company’s estimates of the aggregate liabilities for the claims incurred.

Stock Incentive Plans

Stock compensation expense was recorded as follows (in millions). Refer to Note 10 for additional information regarding the Company’s stock incentive plans during 2010, 2009 and 2008:

	Years Ended
	December 31,
	2010		2009		2008
Cost of goods sold	$	0.7	$	0.1	$	1.5
Selling, general and administrative expenses		12.9		8.2		32.0
Total stock compensation expense	$	13.6	$	8.3	$	33.5

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development Expenses

Research and development expenses are expensed as incurred and are included in engineering expenses in the Company’s Consolidated Statements of Operations.

Advertising Costs

The Company expenses all advertising costs as incurred. Cooperative advertising costs are normally expensed at the time the revenue is earned. Advertising expenses for the years ended December 31, 2010, 2009 and 2008 totaled approximately $53.4 million, $51.5 million and $65.6 million, respectively.

Shipping and Handling Expenses

All shipping and handling fees charged to customers are included as a component of net sales. Shipping and handling costs are included as a part of cost of goods sold, with the exception of certain handling costs included in selling, general and administrative expenses in the amount of $26.8 million, $26.3 million and $25.7 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Interest Expense, Net

Interest expense, net for the years ended December 31, 2010, 2009 and 2008 consisted of the following (in millions):

	2010			2009			2008
Interest expense	$	64.0		$	65.0		$	66.7
Interest income		(30.7	)		(22.9	)		(34.6	)
	$	33.3		$	42.1		$	32.1

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Net Income Per Common Share

Basic income per common share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted income per common share assumes exercise of outstanding stock options, vesting of restricted stock and performance share awards, and the appreciation of the excess conversion value of the contingently convertible senior subordinated notes using the treasury stock method when the effects of such assumptions are dilutive.

The Company’s $161.0 million aggregate principal amount of 13/4% convertible senior subordinated notes and its $201.3 million aggregate principal amount of 11/4% convertible senior subordinated notes provide for (i) the settlement upon conversion in cash up to the principal amount of the converted notes with any excess conversion value settled in shares of the Company’s common stock, and (ii) the conversion rate to be increased under certain circumstances if the new notes are converted in connection with certain change of control transactions. Dilution of weighted shares outstanding will depend on the Company’s stock price for the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

excess conversion value using the treasury stock method (Note 7). A reconciliation of net income attributable to AGCO Corporation and its subsidiaries and weighted average common shares outstanding for purposes of calculating basic and diluted income per share during the years ended December 31, 2010, 2009 and 2008 is as follows (in millions, except per share data):

	2010		2009		2008
Basic net income per share:
Net income attributable to AGCO Corporation and subsidiaries	$	220.5	$	135.7	$	385.9
Weighted average number of common shares outstanding		92.8		92.2		91.7
Basic net income per share attributable to AGCO Corporation and subsidiaries	$	2.38	$	1.47	$	4.21
Diluted net income per share:
Net income attributable to AGCO Corporation and subsidiaries	$	220.5	$	135.7	$	385.9
Weig hted average number of common shares outstanding		92.8		92.2		91.7
Dilutive stock options, performance share awards and restricted stock awards		0.4		0.4		0.4
Weighted average assumed conversion of contingently convertible senior subordinated notes		3.2		1.5		5.6
Weighted average number of common and common share equivalents outstanding for purposes of computing diluted income per share		96.4		94.1		97.7
Diluted net income per share attributable to AGCO and subsidiaries	$	2.29	$	1.44	$	3.95

Stock-settled stock appreciation rights (“SSARs”) to purchase 0.3 million, 0.3 million and 0.4 million shares for the years ended December 31, 2010, 2009 and 2008, respectively, were outstanding but not included in the calculation of weighted average common and common equivalent shares outstanding because they had an antidilutive impact.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss), defined as the total of net income (loss) and all other non-owner changes in equity and the components thereof in its Consolidated Statements of Stockholders’ Equity. The components of other comprehensive income (loss) and the related tax effects for the years ended December 31, 2010, 2009 and 2008 are as follows (in millions):

								Noncontrolling
	AGCO Corporation and Subsidiaries							Interest
	2010							2010
	Before-tax		Income			After-tax		After-tax
	Amount		Taxes			Amount		Amount
Defined benefit pension plans	$	41.7	$	(12.5	)	$	29.2	$	—
Unrealized gain on derivatives		3.1		(0.6	)		2.5		—
Unrealized gain on derivatives held by affiliates		0.2		—			0.2		—
Foreign currency translation adjustments		23.4		—			23.4		(0.1	)
Total components of other comprehensive income (loss)	$	68.4	$	(13.1	)	$	55.3	$	(0.1	)

63

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

										Noncontrolling
	AGCO Corporation and Subsidiaries									Interest
	2009									2009
	Before-tax			Income			After-tax			After-tax
	Amount			Taxes			Amount			Amount
Defined benefit pension plans	$	(97.6	)	$	27.4		$	(70.2	)	$	—
Unrealized gain on derivatives		52.7			(17.3	)		35.4			—
Unrealized gain on derivatives held by affiliates		0.6			—			0.6			—
Foreign currency translation adjustments		282.9			—			282.9			0.2
Total components of other comprehensive income (loss)	$	238.6		$	10.1		$	248.7		$	0.2

									Noncontrolling
	AGCO Corporation and Subsidiaries								Interest
	2008								2008
	Before-tax			Income		After-tax			After-tax
	Amount			Taxes		Amount			Amount
Defined benefit pension plans	$	(63.5	)	$	12.2	$	(51.3	)	$	—
Unrealized loss on derivatives		(65.4	)		21.0		(44.4	)		—
Unrealized loss on derivatives held by affiliates		(1.0	)		—		(1.0	)		—
Foreign currency translation adjustments		(418.4	)		—		(418.4	)		—
Total components of other comprehensive (loss) income	$	(548.3	)	$	33.2	$	(515.1	)	$	—

Financial Instruments

The carrying amounts reported in the Company’s Consolidated Balance Sheets for “Cash and cash equivalents,” “Accounts and notes receivable” and “Accounts payable” approximate fair value due to the immediate or short-term maturity of these financial instruments. The carrying amount of long-term debt under the Company’s credit facility (Note 7) approximates fair value based on the borrowing rates currently available to the Company for loans with similar terms and average maturities. At December 31, 2010, the estimated fair values of the Company’s 67/8% senior subordinated notes, 13/4% convertible notes (Note 7) and 11/4% convertible notes (Note 7), based on their listed market values, were $271.7 million, $325.1 million and $277.1 million, respectively, compared to their carrying values of $267.7 million, $161.0 million and $175.2 million, respectively. At December 31, 2009, the estimated fair values of the Company’s 67/8% senior subordinated notes, 13/4% convertible notes (Note 7) and 11/4% convertible notes (Note 7), based on their listed market values, were $272.2 million, $300.8 million and $211.3 million, respectively, compared to their carrying values of $286.5 million, $193.0 million and $167.5 million, respectively.

The Company uses foreign currency contracts to hedge the foreign currency exposure of certain receivables and payables. The contracts are for periods consistent with the exposure being hedged and generally have maturities of one year or less. These contracts are classified as non-designated derivative instruments. The Company also enters into foreign currency contracts designated as cash flow hedges of expected sales. At December 31, 2010 and 2009, the Company had foreign currency contracts outstanding with gross notional amounts of $1,113.4 million and $1,247.7 million, respectively. The Company had unrealized gains of approximately $5.6 million and $12.9 million on foreign currency contracts at December 31, 2010 and 2009, respectively. At December 31, 2010 and 2009, approximately $3.4 million and $11.3 million, respectively, of unrealized gains were reflected in the Company’s results of operations, as the gains related to non-designated contracts. The Company’s foreign currency contracts mitigate risk due to exchange rate fluctuations because gains and losses on these contracts generally offset gains and losses on the exposure being hedged. The Company had $1.7 million of unrealized gains and $1.4 million of unrealized

64

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

losses as of December 31, 2010 and 2009, respectively, related to designated cash flow hedges that were reflected in other comprehensive loss. Refer to Note 11 for further information.

The notional amounts of the foreign currency contracts do not represent amounts exchanged by the parties and, therefore, are not a measure of the Company’s risk. The amounts exchanged are calculated on the basis of the notional amounts and other terms of the contracts. The credit and market risks under these contracts are not considered to be significant. The Company’s hedging policy prohibits it from entering into any foreign currency contracts for speculative trading purposes.

Recent Accounting Pronouncements

In December 2009, the FASB issued ASU 2009-17. ASU 2009-17 eliminated the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and requires a qualitative analysis to determine whether an enterprise’s variable interest gives it a controlling financial interest in a variable interest entity. This standard also requires ongoing assessments of whether an enterprise has a controlling financial interest in a variable interest entity. ASU 2009-17 was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009. On January 1, 2010, the Company adopted the provisions of ASU 2009-17 and performed a qualitative analysis of all its joint ventures, including its GIMA joint venture, to determine whether it had a controlling financial interest in such ventures. As a result of this analysis, the Company determined that its GIMA joint venture should no longer be consolidated into the Company’s results of operations or financial position as the Company does not have a controlling financial interest in GIMA based on the shared powers of both joint venture partners to direct the activities that most significantly impact GIMA’s financial performance.

In December 2009, the FASB issued ASU 2009-16. ASU 2009-16 eliminated the concept of a qualifying special-purpose entity (“QSPE”), changed the requirements for derecognizing financial assets, and added requirements for additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. ASU 2009-16 was effective for fiscal years and interim periods beginning after November 15, 2009. On January 1, 2010, the Company adopted the provisions of ASU 2009-16, and, in accordance with the standard, the Company recognized approximately $113.9 million of accounts receivable sold through its European securitization facilities within the Company’s Condensed Consolidated Balance Sheets as of September 30, 2010, with a corresponding liability equivalent to the funded balance of the facility (Note 4).

2.   Acquisitions

On December 15, 2010, the Company acquired Sparex Holdings Ltd (“Sparex”), a U.K. company, for £51.6 million, net of approximately £2.7 million cash acquired (or approximately $81.5 million, net). Sparex, headquartered in Exeter, United Kingdom, is a global distributor of accessories and tractor replacement parts serving the agricultural aftermarket, with operations in 17 countries. The acquisition of Sparex provided the Company with the opportunity to extend its reach in the agricultural aftermarket and provide its customers with a wider range of replacement parts and accessories, as well as related services. The acquisition was financed with available cash on hand. The results of operations for the Sparex acquisition have been included in the Company’s Consolidated Financial Statements as of and from the date of acquisition. The Company allocated the purchase price to the assets acquired and liabilities assumed based on a preliminary estimate of their fair values as of the acquisition date. The acquired net assets consist primarily of accounts receivable, property, plant and equipment, inventories, trademarks and other intangible assets. The Company recorded approximately $26.8 million of goodwill and approximately $27.0 million of preliminary estimated trademark and customer relationship intangible assets associated with the acquisition of Sparex. The Sparex trademark will be amortized over a period of 30 years, and the customer relationship intangible will be amortized over a

65

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

period of 12 years. The goodwill recorded is reported within the Company’s Europe/Middle East/Africa geographical reportable segment.

The following pro forma data summarizes the results of operations for the year ended December 31, 2010, as if the Sparex acquisition had occurred as of January 1, 2010. The unaudited pro forma information has been prepared for comparative purposes only and does not purport to represent what the results of operations of the Company actually would have been had the transaction occurred on the date indicated or what the results of operations may be in any future period (in millions, except per share data):

	Year Ended
	December 31,
	2010
Net sales	$	6,981.2
Net income attributable to AGCO Corporation and subsidiaries		224.0
Net income per common share attributable to AGCO Corporation and subsidiaries — basic	$	2.41
Net income per common share attributable to AGCO Corporation and subsidiaries — diluted	$	2.32

3.   Restructuring and Other Infrequent Expenses

The Company recorded restructuring and other infrequent expenses of $4.4 million, $13.2 million and $0.2 million for the years ended December 31, 2010, 2009 and 2008, respectively. The charges in 2010 primarily related to severance and other related costs associated with the Company’s rationalization of its operations in Denmark, Spain, Finland and France. The charges in 2009 primarily related to severance and other related costs associated with the Company’s rationalization of its operations in France, the United Kingdom, Finland, Germany, the United States and Denmark. The charges in 2008 primarily related to severance and employee relocation costs associated with the Company’s rationalization of its Valtra sales office located in France.

European and North American Manufacturing and Administrative Headcount Reductions

During 2009 and 2010, the Company announced and initiated several actions to rationalize employee headcount at various manufacturing facilities located in France, Finland, Germany and the United States as well as at various administrative offices located in the United Kingdom, Spain and the United States. The headcount reductions were initiated in order to reduce costs and selling, general and administrative expenses in response to softening global market demand and reduced production volumes. The Company recorded approximately $12.8 million of severance and other related costs associated with such actions during 2009. Approximately $11.7 million of these costs were recorded with respect to the Company’s Europe/Africa/Middle East geographical segment and approximately $1.1 million of these costs were recorded with respect to the Company’s North American geographical segment. Approximately $5.0 million of severance and other related costs had been paid as of December 31, 2009. During 2010, the Company recorded additional restructuring and other infrequent expenses of approximately $2.2 million associated with such actions, which primarily were related to severance and other related costs incurred in Spain, Finland and France. These costs were all recorded within the Company’s Europe/Africa/Middle East geographical segment. The Company paid approximately $8.5 million of severance and other related costs during 2010 associated with such actions and terminated 611 of the 653 employees expected to be terminated. A majority of the remaining $1.5 million of severance and other related costs accrued as of December 31, 2010 are expected to be paid in early 2011. Total cash restructuring costs associated with the actions are expected to be approximately $15.0 million to $16.0 million.

66

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Randers, Denmark closure

In November 2009, the Company announced its intention to close its combine assembly operations located in Randers, Denmark. The Company ceased operations in July 2010 and completed the transfer of the assembly operations to its harvesting equipment manufacturing joint venture, Laverda S. p. A. (“Laverda”, located in Breganze, Italy, in August 2010. The land and buildings associated with the Randers facility are being marketed for sale. Machinery, equipment and tooling were either transferred to Laverda or the Company’s other manufacturing operations, sold or scrapped. The Company recorded approximately $0.4 million of severance and other related costs in 2009 associated with the facility closure. None of the severance costs had been paid as of December 31, 2009, and none of the employees had been terminated. During 2010, the Company recorded additional restructuring and other infrequent expenses of approximately $2.2 million associated with the closure, primarily related to employee retention payments, which were accrued over the term of the retention period. The Company paid approximately $1.9 million of severance, retention and other related costs during 2010 and terminated 73 of the 79 employees expected to be terminated. The remaining $0.7 million of severance, retention and other related costs accrued as of December 31, 2010 are expected to be paid in 2011.

4.   Accounts Receivable Sales Agreements and Securitization Facilities

At December 31, 2010, the Company had accounts receivable securitization facilities in Europe totaling approximately €110.0 million (or approximately $147.2 million) with outstanding funding of approximately €85.1 million (or approximately $113.9 million). The facilities expire in October 2011, and are subject to annual renewal. Wholesale accounts receivable are sold on a revolving basis to commercial paper conduits under the facilities through a wholly-owned qualified special purpose entity in the United Kingdom. The Company amended its European securitization facilities during 2010 to decrease the total size of the facilities by €30.0 million. As previously discussed in Note 1, on January 1, 2010, the Company adopted the provisions of ASU 2009-16, and, in accordance with the standard, the Company recognized approximately $113.9 million of accounts receivable sold through its European securitization facilities within the Company’s Consolidated Balance Sheets as of December 31, 2010, with a corresponding liability equivalent to the funded balance of the facility. The accrued interest owed to the commercial paper conduits associated with outstanding funding under the European facilities was approximately $0.1 million as of December 31, 2010. Losses on sales of receivables under the European securitization facilities were reflected within “Interest expense, net” in the Company’s Consolidated Statements of Operations.

At December 31, 2010 and 2009, the Company had accounts receivable sales agreements that permit the sale, on an ongoing basis, of substantially all of its wholesale interest-bearing and non-interest bearing receivables in North America to AGCO Finance LLC and AGCO Finance Canada, Ltd., its 49% owned U.S. and Canadian retail finance joint ventures. These accounts receivable sales agreements replaced the Company’s former U.S. and Canadian accounts receivable securitization facilities, which were terminated in December 2009. As of December 31, 2010 and 2009, the funded balance from receivables sold under the U.S. and Canadian accounts receivable sales agreements was approximately $375.9 million and $444.6 million, respectively. The accounts receivable sales agreements provide for sales of up to $600.0 million of U.S. accounts receivable and up to C$250.0 million dollars (or approximately $250.6 million as of December 31, 2010) of Canadian accounts receivable, both of which may be increased in the future at the discretion of AGCO Finance LLC and AGCO Finance Canada, Ltd. respectively. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. The Company reviewed its accounting for the accounts receivable sales agreements in accordance with ASU 2009-16 and determined that these facilities should be accounted for as off-balance sheet transactions.

67

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under the terms of the agreements, the Company pays AGCO Finance LLC and AGCO Finance Canada, Ltd. an annual servicing fee related to the servicing of the receivables sold. The Company also pays AGCO Finance LLC and AGCO Finance Canada, Ltd. a subsidized interest payment with respect to the sales agreements, calculated based upon LIBOR plus a margin on any non-interest bearing accounts receivable outstanding and sold under the facilities. These fees were reflected within losses on the sales of receivables included within “Other expense, net” in the Company’s Consolidated Statements of Operations.

Losses on sales of receivables associated with the accounts receivable financing facilities discussed above, reflected within “Other expense, net” and “Interest expense, net” in the Company’s Consolidated Statements of Operations, were approximately $16.1 million during 2010. Losses on sales of receivables primarily from the Company’s European securitization facilities and former U.S. and Canadian securitization facilities were approximately $15.6 million and $27.3 million in 2009 and 2008, respectively, and were reflected within “Other expense, net” in the Company’s Consolidated Statements of Operations. The losses in 2009 and 2008 were determined by calculating the estimated present value of receivables sold compared to their carrying amount. The present value is based on historical collection experience and a discount rate representing the spread over LIBOR as prescribed under the terms of the former securitization agreements.

The Company’s AGCO Finance retail finance joint ventures in Europe, Brazil and Australia also provide wholesale financing to the Company’s dealers. The receivables associated with these arrangements are without recourse to the Company. The Company does not service the receivables after the sale occurs and does not maintain any direct retained interest in the receivables. As of December 31, 2010 and 2009, these retail finance joint ventures had approximately $221.8 million and $176.9 million, respectively, of outstanding accounts receivable associated with these arrangements. The Company reviewed its accounting for these arrangements in accordance with ASU 2009-16 and determined that these arrangements should be accounted for as off-balance sheet transactions.

In addition, the Company sells certain trade receivables under factoring arrangements to other financial institutions around the world. The Company reviewed the sale of such receivables pursuant to the guidelines of ASU 2009-16 and determined that these arrangements should be accounted for as off-balance sheet transactions.

5.   Investments in Affiliates

Investments in affiliates as of December 31, 2010 and 2009 were as follows (in millions):

	2010		2009
Retail finance joint ventures	$	305.7	$	258.7
Manufacturing joint ventures		82.5		84.4
Other joint ventures		9.8		10.8
	$	398.0	$	353.9

The manufacturing joint ventures as of December 31, 2010 consisted of GIMA and Laverda, an operating joint venture with the Italian ARGO group that manufactures harvesting equipment and a joint venture with a third party manufacturer to produce engines in South America. The other joint ventures represent minority investments in farm equipment manufacturers, distributors and licensees.

68

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s equity in net earnings of affiliates for the years ended December 31, 2010, 2009 and 2008 were as follows (in millions):

	2010		2009		2008
Retail finance joint ventures	$	43.4	$	36.4	$	29.7
Manufacturing and other joint ventures		6.3		2.3		9.1
	$	49.7	$	38.7	$	38.8

Summarized combined financial information of the Company’s retail finance joint ventures as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 were as follows (in millions):

	As of December 31,
	2010		2009
Total assets	$	7,092.8	$	6,389.3
Total liabilities		6,469.0		5,861.3
Partners’ equity		623.8		528.0

	For the Years Ended December 31,
	2010		2009		2008
Revenues	$	352.9	$	335.8	$	295.6
Costs		212.2		229.0		206.0
Income before income taxes	$	140.7	$	106.8	$	89.6

The majority of the assets of the Company’s retail finance joint ventures represent finance receivables. The majority of the liabilities represent notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies. The Company does not guarantee the debt obligations of the retail finance joint ventures other than a portion of the retail portfolio in Brazil that is held outside the joint venture by Rabobank Brazil (Note 13).

Laverda is the Company’s operating joint venture with ARGO, located in Breganze, Italy, and manufactures harvesting equipment. In addition to producing Laverda branded combines, the Breganze factory manufactures mid-range combine harvesters for AGCO’s Massey Ferguson, Fendt and Challenger brands for distribution in Europe, Africa and the Middle East. The joint venture also includes Laverda’s ownership in Fella-Werke GMBH (“Fella”), a German manufacturer of grass and hay machinery. The Company identified goodwill and other identifiable intangible assets at the formation of the joint venture in 2007, as the Company’s investment was greater than the fair value of the underlying equity in the net assets received. The goodwill and intangible asset balances are included in the recorded balance of the “Investments in Affiliates” line of the Company’s Consolidated Balance Sheets. The amortization of the other identifiable intangible assets is included in the Company’s share of its earnings or losses from its investment within the “Equity in net earnings of affiliates” line item of the Company’s Consolidated Statements of Operations. The acquired other identifiable intangible assets of Laverda are summarized in the following table (in millions):

			Weighted-Average
Intangible Asset	Amount		Useful Life
Tradenames	$	4.3		Indefinite
Technology and patents		0.8		5 years
Distribution network		7.8		17 years
	$	12.9

69

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The joint venture partners determined that the Laverda and Fella tradenames have an indefinite useful life. The Laverda tradename has been in existence since 1890 and is currently sold in over 35 countries worldwide. The Fella tradename has been in existence since 1918. Both the Laverda brand and the Fella brand are primary product lines of the Company’s Laverda operating joint venture, and the joint venture partners plan to use these tradenames for an indefinite period of time. The joint venture partners plan to continue to make investments in product development to enhance the value of these brands into the future. There are no legal, regulatory, contractual, competitive, economic or other factors that the joint venture partners are aware of or that they believe would limit the useful lives of the tradenames. The Laverda and Fella tradename registrations can be renewed at a nominal cost in the countries in which the operating joint venture operates. The Company performed an annual impairment test of the investment in Laverda as of October 1, 2010 and 2009 and concluded that no indication of impairment existed.

Summarized financial information of the Company’s Laverda operating joint venture as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008 was as follows (in millions):

	As of December 31,
	2010		2009
Total assets	$	231.6	$	250.9
Total liabilities		90.4		101.7
Partners’ equity		141.2		149.2

	For the Years Ended December 31,
	2010		2009		2008
Revenues	$	188.5	$	180.8	$	275.6
Costs		182.0		175.5		251.2
Income before income taxes	$	6.5	$	5.3	$	24.4

The investment balance in Laverda as of December 31, 2010 and 2009 was $70.6 million and $74.6 million, respectively.

The portion of the Company’s retained earnings balance that represents undistributed retained earnings of equity method investees was approximately $184.9 million and $176.9 million as of December 31, 2010 and 2009, respectively.

6.   Income Taxes

The sources of income (loss) before income taxes and equity in net earnings of affiliates were as follows for the years ended December 31, 2010, 2009, and 2008 (in millions):

	2010			2009			2008
United States	$	(53.5	)	$	(29.7	)	$	(67.6	)
Foreign		328.4			184.1			579.1
Income before income taxes and equity in net earnings of affiliates	$	274.9		$	154.4		$	511.5

70

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The provision for income taxes by location of the taxing jurisdiction for the years ended December 31, 2010, 2009, and 2008 consisted of the following (in millions):

	2010			2009			2008
Current:
United States:
Federal	$	(7.1	)	$	(4.0	)	$	(5.7	)
State		—			0.2			—
Foreign		108.6			83.4			162.8
		101.5			79.6			157.1
Deferred:
United States:
Federal		0.1			(0.4	)		1.5
State		—			—			—
Foreign		2.8			(21.5	)		5.8
		2.9			(21.9	)		7.3
	$	104.4		$	57.7		$	164.4

At December 31, 2010, the Company’s foreign subsidiaries had approximately $2.6 billion of undistributed earnings. These earnings are considered to be indefinitely invested, and, accordingly, no income taxes have been provided on these earnings. Determination of the amount of unrecognized deferred taxes on these earnings is not practical; however, unrecognized foreign tax credits would be available to reduce a portion of the tax liability.

A reconciliation of income taxes computed at the United States federal statutory income tax rate (35%) to the provision for income taxes reflected in the Company’s Consolidated Statements of Operations for the years ended December 31, 2010, 2009, and 2008 is as follows (in millions):

	2010			2009			2008
Provision for income taxes at United States federal statutory rate of 35%	$	96.2		$	53.9		$	179.1
State and local income taxes, net of federal income tax benefit		(0.9	)		0.7			(0.3	)
Taxes on foreign income which differ from the United States statutory rate		(4.0	)		16.4			1.8
Tax effect of permanent differences		(10.2	)		20.7			(23.7	)
Change in valuation allowance		0.7			(38.8	)		6.9
Change in tax contingency reserves		21.7			3.3			(2.6	)
Other		0.9			1.5			3.2
	$	104.4		$	57.7		$	164.4

The “change in valuation allowance” for the year ended December 31, 2009 includes a $39.5 million favorable adjustment which was fully offset by a write-off of certain foreign tax assets reflected in “tax effects of permanent differences.” Due to the fact that these tax assets had not been expected to be utilized in future years, the Company had previously maintained a valuation allowance against the tax assets. Accordingly, this write-off resulted in no impact to our income tax provision for the year ended December 31, 2009.

71

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The significant components of the deferred tax assets and liabilities at December 31, 2010 and 2009 were as follows (in millions):

	2010			2009
Deferred Tax Assets:
Net operating loss carryforwards	$	210.7		$	215.0
Sales incentive discounts		41.1			40.4
Inventory valuation reserves		18.4			23.0
Pensions and postretirement health care benefits		74.5			86.6
Warranty and other reserves		88.1			92.5
Other		33.6			27.2
Total gross deferred tax assets		466.4			484.7
Valuation allowance		(262.5	)		(261.7	)
Total net deferred tax assets		203.9			223.0
Deferred Tax Liabilities:
Tax over book depreciation and amortization		178.3			178.1
Other		32.0			30.0
Total deferred tax liabilities		210.3			208.1
Net deferred tax assets (liabilities)	$	(6.4	)	$	14.9
Amounts recognized in Consolidated Balance Sheets:
Deferred tax assets — current	$	52.6		$	63.6
Deferred tax assets — noncurrent		58.0			70.0
Other current liabilities		(13.1	)		—
Other noncurrent liabilities		(103.9	)		(118.7	)
	$	(6.4	)	$	14.9

The Company recorded a net deferred tax liability of $6.4 million and a net deferred tax asset of $14.9 million as of December 31, 2010 and 2009, respectively. As reflected in the preceding table, the Company established a valuation allowance of $262.5 million and $261.7 million as of December 31, 2010 and 2009, respectively.

The change in the valuation allowance for the years ended December 31, 2010, 2009 and 2008 was an increase of $0.8 million, a decrease of $32.7 million, and an increase of $6.9 million, respectively. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assessed the likelihood that its deferred tax assets would be recovered from estimated future taxable income and available tax planning strategies and determined that the valuation allowance at December 31, 2010 and 2009 was appropriate. In making this assessment, all available evidence was considered including the current economic climate, as well as reasonable tax planning strategies. The Company believes it is more likely than not that the Company will realize the remaining deferred tax assets, net of the valuation allowance, in future years.

The Company had net operating loss carryforwards of $747.1 million as of December 31, 2010, with expiration dates as follows: 2011 — $1.6 million; 2013 — $0.1 million; 2015 — $57.1 million; and thereafter or unlimited — $688.3 million. These net operating loss carryforwards include United States net loss carryforwards of $377.8 million and foreign net operating loss carryforwards of $369.3 million. The Company

72

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

paid income taxes of $88.3 million, $67.8 million, and $152.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.

At December 31, 2010 and December 31, 2009, the Company had $48.2 million and $21.8 million, respectively, of unrecognized income tax benefits, all of which would affect the Company’s effective tax rate if recognized. At December 31, 2010 and December 31, 2009, the Company had approximately $14.2 million and $3.5 million, respectively, of accrued or deferred taxes related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions that it expects to settle or pay in the next 12 months. The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. At December 31, 2010 and December 31, 2009, the Company had accrued interest and penalties related to unrecognized tax benefits of $5.2 million and $1.9 million, respectively.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits as of and during the year ended December 31, 2010 and 2009 are as follows (in millions):

	2010			2009
Gross unrecognized income tax benefits	$	21.8		$	20.1
Additions for tax positions of the current year		17.3			8.4
Additions for tax positions of prior years		9.7			1.3
Reductions for tax positions of prior years for:
Changes in judgments		—			(1.7	)
Settlements during the period		—			(4.0	)
Lapses of applicable statute of limitations		(0.6	)		(2.3	)
Gross unrecognized income tax benefits	$	48.2		$	21.8

The Company and its subsidiaries file income tax returns in the United States and in various state, local and foreign jurisdictions. The Company and its subsidiaries are routinely examined by tax authorities in these jurisdictions. During 2009, agreements reached previously with tax authorities in France for various open tax years required settlement of approximately $3.0 million. Also during 2009, a $1.0 million tax position was settled in the United Kingdom. As of December 31, 2010, a number of income tax examinations in other foreign jurisdictions were currently ongoing. It is possible that certain of these ongoing examinations may be resolved within 12 months. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may materially change within the next 12 months. Due to the number of jurisdictions and issues involved and the uncertainty regarding the timing of any settlements, the Company is unable to provide a reasonable estimate of the change that may occur within the next 12 months. Although there are ongoing examinations in various jurisdictions, the 2007 through 2010 tax years generally remain subject to examination in the United States by federal and state authorities. In the Company’s significant foreign jurisdictions, primarily the United Kingdom, France, Germany, Switzerland, Finland and Brazil, the 2005 through 2010 tax years generally remain subject to examination by their respective tax authorities.

During 2010, changes in U.K. tax legislation affected the taxation of certain distributable profits of subsidiary companies that have not yet been repatriated to the United Kingdom. As a result of these legislative changes, approximately $5.0 million of other tax contingency reserves were reclassified to the gross unrecognized tax benefits reserves. The net impact of movements in the gross unrecognized tax benefits reserves to the income statement for 2010 was $21.7 million.

73

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

7.   Indebtedness

Indebtedness consisted of the following at December 31, 2010 and 2009 (in millions):

	December 31,			December 31,
	2010			2009
67/8% Senior subordinated notes due 2014	$	267.7		$	286.5
13/4% Convertible senior subordinated notes due 2033		161.0			193.0
11/4% Convertible senior subordinated notes due 2036		175.2			167.5
Securitization facilities		113.9			—
Other long-term debt		0.2			0.1
		718.0			647.1
Less: Current portion of long-term debt		(0.1	)		(0.1	)
13/4% Convertible senior subordinated notes due 2033		(161.0	)		(193.0	)
Securitization facilities		(113.9	)		—
Total indebtedness, less current portion	$	443.0		$	454.0

At December 31, 2010, the aggregate scheduled maturities of long-term debt, excluding the current portion of long-term debt, are as follows (in millions):

2012	$	0.1
2013		—
2014		267.7
2015		—
2016		—
Thereafter		175.2
	$	443.0

74

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Convertible senior subordinated notes

The following table sets forth as of December 31, 2010 and 2009 the carrying amount of the equity component, the principal amount of the liability component, the unamortized discount and the net carrying amount of the Company’s 13/4% convertible senior subordinated notes and its 11/4% convertible senior subordinated notes (in millions):

	December 31,
	2010			2009
13/4% Convertible senior subordinated notes due 2033:
Carrying amount of the equity component	$	16.1		$	39.9
Principal amount of the liability component	$	161.0		$	201.3
Less: unamortized discount		—			(8.3	)
Net carrying amount	$	161.0		$	193.0
11/4% Convertible senior subordinated notes due 2036:
Carrying amount of the equity component	$	54.3		$	54.3
Principal amount of the liability component	$	201.3		$	201.3
Less: unamortized discount		(26.1	)		(33.8	)
Net carrying amount	$	175.2		$	167.5

The following table sets forth the interest expense recognized relating to both the contractual interest coupon and the amortization of the discount on the liability component for the 13/4% convertible senior subordinated notes and 11/4% convertible senior subordinated notes (in millions):

	Years Ended December 31,
	2010		2009		2008
13/4% Convertible senior subordinated notes:
Interest expense	$	10.8	$	11.3	$	10.9
11/4% Convertible senior subordinated notes:
Interest expense	$	10.2	$	9.8	$	9.4

The effective interest rate on the liability component for the 13/4% convertible senior subordinated notes and the 11/4% convertible senior subordinated notes for each of the years ended December 31, 2010, 2009 and 2008 was 6.1% for both notes. The unamortized discount for the 13/4% convertible senior subordinated notes was amortized through December 2010 and the unamortized discount for the 11/4% convertible senior subordinated notes will be amortized through December 2013 as this is the earliest date the notes holders can require the Company to repurchase the notes.

Cash payments for interest were approximately $47.0 million, $51.1 million and $49.3 million for the years ended December 31, 2010, 2009 and 2008, respectively.

The Company’s $201.3 million of 11/4% convertible senior subordinated notes due December 15, 2036, issued in December 2006, provide for (i) the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of the Company’s common stock, and (ii) the conversion rate to be increased under certain circumstances if the notes are converted in connection with certain change of control transactions occurring prior to December 15, 2013. Interest is payable on the notes at 11/4% per annum, payable semi-annually in arrears in cash on June 15 and December 15 of each year. The notes are convertible into shares of the Company’s common stock at an effective price of $40.73 per share,

75

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

subject to adjustment. This reflects an initial conversion rate for the notes of 24.5525 shares of common stock per $1,000 principal amount of notes. The notes contain certain anti-dilution provisions designed to protect the holders’ interests. If a change of control transaction that qualifies as a “fundamental change” occurs on or prior to December 15, 2013, under certain circumstances the Company will increase the conversion rate for the notes converted in connection with the transaction by a number of additional shares (as used in this paragraph, the “make whole shares”). A fundamental change is any transaction or event in connection with which 50% or more of the Company’s common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive consideration that is not at least 90% common stock listed on a U.S. national securities exchange, or approved for quotation on an automated quotation system. The amount of the increase in the conversion rate, if any, will depend on the effective date of the transaction and an average price per share of the Company’s common stock as of the effective date. No adjustment to the conversion rate will be made if the price per share of common stock is less than $31.33 per share or more than $180.00 per share. The number of additional make whole shares range from 7.3658 shares per $1,000 principal amount at $31.33 per share to 0.0182 shares per $1,000 principal amount at $180.00 per share for the year ended December 15, 2011, with the number of make whole shares generally declining over time. If the acquirer or certain of its affiliates in the fundamental change transaction has publicly traded common stock, the Company may, instead of increasing the conversion rate as described above, cause the notes to become convertible into publicly traded common stock of the acquirer, with principal of the notes to be repaid in cash, and the balance, if any, payable in shares of such acquirer common stock. At no time will the Company issue an aggregate number of shares of the Company’s common stock upon conversion of the notes in excess of 31.9183 shares per $1,000 principal amount thereof. If the holders of the Company’s common stock receive only cash in a fundamental change transaction, then holders of notes will receive cash as well. Holders may convert the notes only under the following circumstances: (1) during any fiscal quarter, if the closing sales price of the Company’s common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after a five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the closing sale price of the Company’s common stock and the conversion rate; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain corporate transactions. Beginning December 15, 2013, the Company may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of the Company’s common stock. Holders of the notes may require the Company to repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest, on December 15, 2013, 2016, 2021, 2026 and 2031, as well as settle any excess conversion value with shares of the Company’s common stock. Holders may also require the Company to repurchase all or a portion of the notes upon a fundamental change, as defined in the indenture, at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest. The notes are senior subordinated obligations and are subordinated to all of the Company’s existing and future senior indebtedness and effectively subordinated to all debt and other liabilities of the Company’s subsidiaries. The notes are equal in right of payment with the Company’s 67/8% senior subordinated notes due 2014 and its 13/4% convertible senior subordinated notes due 2033.

The Company’s $161.0 million of 13/4% convertible senior subordinated notes due December 31, 2033, issued in June 2005, provide for (i) the settlement upon conversion in cash up to the principal amount of the notes with any excess conversion value settled in shares of the Company’s common stock, and (ii) the conversion rate to be increased under certain circumstances if the notes had been converted in connection with certain change of control transactions occurring prior to December 10, 2010. The notes are unsecured obligations and are convertible into cash and shares of the Company’s common stock upon satisfaction of certain conditions, as discussed below. Interest is payable on the notes at 13/4% per annum, payable semi-annually in arrears in cash on June 30 and December 31 of each year. The notes are convertible into shares of the Company’s common stock at an effective price of $22.36 per share, subject to adjustment. This reflects an

76

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

initial conversion rate for the notes of 44.7193 shares of common stock per $1,000 principal amount of notes. The notes contain certain anti-dilution provisions designed to protect the holders’ interests. Holders may convert the notes only under the following circumstances: (1) during any fiscal quarter, if the closing sales price of the Company’s common stock exceeds 120% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) during the five business day period after a five consecutive trading day period in which the trading price per note for each day of that period was less than 98% of the product of the closing sale price of the Company’s common stock and the conversion rate; (3) if the notes have been called for redemption; or (4) upon the occurrence of certain corporate transactions. As of December 31, 2010, the Company may redeem any of the notes at a redemption price of 100% of their principal amount, plus accrued interest, as well as settle any excess conversion value with shares of the Company’s common stock. Holders of the notes may also require the Company to repurchase the notes at a repurchase price of 100% of their principal amount, plus accrued interest as of December 31 2010, as well as settle any excess conversion value with shares of the Company’s common stock.

As of December 31, 2010 and 2009, the closing sales price of the Company’s common stock had exceeded 120% of the conversion price of the 13/4% convertible senior subordinated notes for at least 20 trading days in the 30 consecutive trading days ending December 31, 2010 and 2009, respectively, and, therefore, the Company classified the notes as a current liability. In accordance with ASU 2009-04, “Accounting for Redeemable Equity Instruments,” the Company also classified the equity component of the 13/4% convertible senior subordinated notes as “temporary equity” as of December 31, 2009. The amount classified as “temporary equity” was measured as the excess of (a) the amount of cash that would be required to be paid upon conversion over (b) the current carrying amount of the liability-classified component. As of December 31, 2010, the amount of principal cash required to be repaid upon conversion of the 13/4% convertible senior subordinated notes was equivalent to the carrying amount of the liability-classified component. Future classification of both series of notes between current and long-term debt and classification of the equity component of the 11/4% convertible senior subordinated notes as “temporary equity” is dependent on the closing sales price of the Company’s common stock during future quarters.

During 2010, the Company repurchased approximately $37.5 million of principal amount of its 13/4% convertible senior subordinated notes plus accrued interest for approximately $58.1 million. The repurchase included approximately $21.1 million associated with the excess conversion value of the notes and resulted in a loss on extinguishment of approximately $0.2 million reflected in “interest expense, net.” The Company reflected both the repurchase of the principal and the excess conversion value of the notes totaling $58.1 million within “Repurchase or conversion of convertible senior subordinated notes” in the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2010. In addition, during 2010, holders of the Company’s 13/4% convertible senior subordinated notes converted $2.7 million of principal amount of the notes. The Company issued 60,986 shares associated with the $2.7 million excess conversion value of the notes. The loss on extinguishment associated with the conversions of the notes was less than $0.1 million and was reflected in “Interest expense, net”. The Company reflected the repayment of the principal of the notes totaling $2.7 million within “Repurchase or conversion of convertible senior subordinated notes” within the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2010.

The Company has arrangements with various banks to issue standby letters of credit or similar instruments, which guarantee the Company’s obligations for the purchase or sale of certain inventories and for potential claims exposure for insurance coverage. At December 31, 2010 and 2009, outstanding letters of credit issued under the revolving credit facility totaled $9.8 million and $9.3 million, respectively.

77

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Multi-currency revolving credit facility

The Company’s $300.0 million unsecured multi-currency revolving credit facility matures on May 16, 2013. Interest accrues on amounts outstanding under the facility, at the Company’s option, at either (1) LIBOR plus a margin ranging between 1.00% and 1.75% based upon the Company’s total debt ratio or (2) the higher of the administrative agent’s base lending rate or one-half of one percent over the federal funds rate plus a margin ranging between 0.0% and 0.50% based upon the Company’s total debt ratio. The facility contains covenants restricting, among other things, the incurrence of indebtedness and the making of certain payments, including dividends, and is subject to acceleration in the event of a default, as defined in the facility. The Company also must fulfill financial covenants in respect of a total debt to EBITDA ratio and an interest coverage ratio, as defined in the facility. As of December 31, 2010 and 2009, the Company had no outstanding borrowings under the facility. As of December 31, 2010 and 2009, the Company had availability to borrow $290.2 million and $290.7 million, respectively, under the facility.

67/8% Senior subordinated notes

The Company’s €200.0 million of 67/8% senior subordinated notes due April 15, 2014, issued in April 2004, are unsecured obligations and are subordinated in right of payment to the Company’s existing or future senior indebtedness. Interest is payable on the notes at 67/8% per annum, payable semi-annually on April 15 and October 15 of each year. As of and subsequent to April 15, 2009, the Company may redeem the notes, in whole or in part, initially at 103.438% of their principal amount, plus accrued interest, declining to 100% of their principal amount, plus accrued interest, at any time on or after April 15, 2012. The notes include covenants restricting the incurrence of indebtedness and the making of certain restricted payments, including dividends.

8.   Employee Benefit Plans

The Company sponsors defined benefit pension plans covering certain employees, principally in the United States, the United Kingdom, Germany, Finland, Norway, France, Switzerland, Australia and Argentina. The Company also provides certain postretirement health care and life insurance benefits for certain employees principally in the United States and Brazil.

ASC 715, “Compensation-Retirement Benefits” (“ASC 715”), requires companies to measure defined benefit plan assets and obligations as of the date of the company’s fiscal year-end. The measurement provision of ASC 715 was effective for years ending after December 15, 2008. The Company adopted the measurement provisions of ASC 715 during the year ended December 31, 2008. This change only impacted the measurement of the Company’s U.K. pension plan, which prior to 2008 had a measurement date of September 30. The Company adopted the second approach afforded by ASC 715 to transition the Company’s U.K. pension plan to a December 31 measurement date. The impact of the adoption resulted in a reduction to the Company’s opening retained earnings balance as of January 1, 2008 of approximately $1.1 million, net of taxes.

As discussed in Note 1, as a result of the adoption of ASU 2009-17, the Company determined that its GIMA joint venture should no longer be consolidated into the Company’s results of operations or financial position as the Company does not have a controlling financial interest in GIMA. The amounts disclosed below for the years ended December 31, 2009 and 2008 have been retroactively restated to reflect the deconsolidation of GIMA.

78

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net annual pension costs for the years ended December 31, 2010, 2009 and 2008 are set forth below (in millions):

Pension benefits	2010			2009			2008
Service cost	$	15.2		$	8.8		$	9.5
Interest cost		38.4			36.7			41.8
Expected return on plan assets		(32.8	)		(29.5	)		(42.5	)
Amortization of net actuarial loss		8.6			6.5			8.3
Amortization of prior service cost (credit)		2.2			(0.2	)		(0.3	)
Settlement loss		—			0.1			0.5
Special termination benefits		0.1			—			—
Net annual pension cost	$	31.7		$	22.4		$	17.3

The weighted average assumptions used to determine the net annual pension costs for the Company’s pension plans for the years ended December 31, 2010, 2009 and 2008 are as follows:

	2010			2009			2008
All plans:
Weighted average discount rate		5.7	%		6.6	%		5.9	%
Weighted average expected long-term rate of return on plan assets		7.0	%		7.0	%		7.1	%
Rate of increase in future compensation		2.5-4.5	%		3.0-4.0	%		3.0-4.0	%
U.S.-based plans:
Weighted average discount rate		5.5	%		6.25	%		6.25	%
Weighted average expected long-term rate of return on plan assets		8.0	%		8.0	%		8.0	%
Rate of increase in future compensation		N/A			N/A			N/A

Net annual postretirement benefit costs for the years ended December 31, 2010, 2009 and 2008 are set forth below (in millions, except percentages):

Postretirement benefits	2010			2009			2008
Service cost	$	0.1		$	0.1		$	—
Interest cost		1.5			1.7			1.5
Amortization of prior service credit		(0.3	)		(0.3	)		(0.3	)
Amortization of unrecognized net loss		0.2			0.3			0.2
Other		—			—			0.1
Net annual postretirement benefit cost	$	1.5		$	1.8		$	1.5
Weighted average discount rate		5.65	%		6.33	%		6.25	%

79

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following tables set forth reconciliations of the changes in benefit obligation, plan assets and funded status as of December 31, 2010 and 2009 (in millions):

							Postretirement
	Pension Benefits						Benefits
Change in benefit obligation	2010			2009			2010			2009
Benefit obligation at beginning of year	$	728.2		$	535.7		$	28.1		$	28.6
Service cost		15.2			8.8			0.1			0.1
Interest cost		38.4			36.7			1.5			1.7
Plan participants’ contributions		1.6			1.5			—			—
Actuarial (gain) loss		(3.4	)		130.7			0.9			(0.8	)
Amendments		3.3			—			—			—
Settlements		—			(1.4	)		—			—
Curtailments		(0.5	)		—			—			—
Benefits paid		(44.7	)		(39.1	)		(1.9	)		(1.7	)
Special termination benefits and other		0.3			—			—			—
Foreign currency exchange rate changes		(25.0	)		55.3			0.1			0.2
Benefit obligation at end of year	$	713.4		$	728.2		$	28.8		$	28.1
							Postretirement
	Pension Benefits						Benefits
Change in plan assets	2010			2009			2010			2009
Fair value of plan assets at beginning of year	$	489.2		$	399.3		$	—		$	—
Actual return on plan assets		66.7			57.7			—			—
Employer contributions		31.2			28.0			1.9			1.7
Plan participants’ contributions		1.6			1.5			—			—
Benefits paid		(44.7	)		(39.1	)		(1.9	)		(1.7	)
Settlements		—			(1.4	)		—			—
Other		0.1			—			—			—
Foreign currency exchange rate changes		(15.0	)		43.2			—			—
Fair value of plan assets at end of year	$	529.1		$	489.2		$	—		$	—
Funded status	$	(184.3	)	$	(239.0	)	$	(28.8	)	$	(28.1	)
Unrecognized net actuarial loss		234.9			281.3			6.7			6.0
Unrecognized prior service credit		(1.2	)		(2.3	)		(0.2	)		(0.5	)
Accumulated other comprehensive loss		(233.7	)		(279.0	)		(6.5	)		(5.5	)
Net amount recognized	$	(184.3	)	$	(239.0	)	$	(28.8	)	$	(28.1	)

Amounts recognized in Consolidated Balance Sheets:
Other long-term asset	$	0.5		$	0.6		$	—		$	—
Other current liabilities		(5.0	)		(5.1	)		(1.7	)		(1.8	)
Pensions and postretirement health care benefits (noncurrent)		(179.8	)		(234.5	)		(27.1	)		(26.3	)
Net amount recognized	$	(184.3	)	$	(239.0	)	$	(28.8	)	$	(28.1	)

80

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accrued pension costs of approximately $3.2 million and $3.4 million have been classified as current liabilities within “Accrued expenses” in the Company’s Consolidated Balance Sheets as of December 31, 2010 and 2009, respectively, related to the Company’s phased retirement plan obligations in Germany.

As of December 31, 2010, the Company’s accumulated other comprehensive loss included a net actuarial loss of approximately $234.9 million and a net prior service credit of approximately $1.2 million related to the Company’s defined benefit pension plans. The estimated net actuarial loss and net prior service credit for defined benefit pension plans that will be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 2011 are approximately $6.7 million and $0.2 million, respectively.

As of December 31, 2010, the Company’s accumulated other comprehensive loss included a net actuarial loss of approximately $6.7 million and a net prior service credit of approximately $0.2 million related to the Company’s U.S. and Brazilian postretirement health care benefit plans. The estimated net actuarial loss and net prior service credit for postretirement health care benefit plans that will be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 2011 are approximately $0.3 million and $0.2 million, respectively.

The weighted average assumptions used to determine the benefit obligation for the Company’s pension plans as of December 31, 2010 and 2009 are as follows:

	2010			2009
All plans:
Weighted average discount rate		5.6	%		5.7	%
Rate of increase in future compensation		2.5-4.5	%		2.5-4.5	%
U.S. — based plans:
Weighted average discount rate		5.4	%		5.5	%
Rate of increase in future compensation		N/A			N/A

The weighted average discount rate used to determine the benefit obligation for the Company’s postretirement benefit plans for the years ended December 31, 2010 and 2009 was 5.6% and 5.65%, respectively.

The aggregate projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for pension and other postretirement plans with accumulated benefit obligations in excess of plan assets were $735.4 million, $669.5 million and $521.9 million, respectively, as of December 31, 2010 and $746.7 million, $679.3 million and $479.5 million, respectively, as of December 31, 2009. The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the Company’s U.S. — based qualified pension plans were $47.5 million, $47.5 million and $35.9 million, respectively, as of December 31, 2010, and $47.5 million, $47.5 million and $33.0 million, respectively, as of December 31, 2009. The Company’s accumulated comprehensive loss as of December 31, 2010 reflects a reduction of equity of $240.2 million, net of taxes of $67.3 million, primarily related to the Company’s U.K. pension plan where the projected benefit obligation exceeded the plan assets. In addition, the Company’s accumulated comprehensive loss as of December 31, 2010 reflects a reduction of equity of approximately $0.9 million, net of taxes of $0.3 million, related to the Company’s GIMA and Fella joint ventures. The amount represents 50% of GIMA’s unrecognized net actuarial losses and unrecognized prior service cost associated with its pension plan and 50% of Fella’s unrecognized net actuarial losses associated with its pension plan. The Company’s accumulated comprehensive loss as of December 31, 2009 reflects a reduction of equity of $284.5 million, net of taxes of $80.1 million, primarily related to the Company’s U.K. pension plan where the projected benefit obligation exceeded the plan assets. In addition, the Company’s accumulated comprehensive loss as of December 31, 2009 reflects a reduction of equity of approximately $0.4 million, net of taxes of $0.1 million, related to the

81

AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s GIMA joint venture. The amount represents 50% of GIMA’s unrecognized net actuarial losses associated with its pension plan.

For the year ended December 31, 2010, the Company changed its discount rate setting methodology in the countries where its largest benefit obligations exist to take advantage of a more globally consistent methodology. In the United States, the United Kingdom and the Euro Zone, the Company constructed a hypothetical bond portfolio of high quality corporate bonds and then applied the cash flows of the Company’s benefit plans to those bond yields to derive a discount rate. The bond portfolio and plan-specific cash flows vary by country, but the methodology in which the yield curve is constructed is consistent. In the United States, the bond portfolio is sufficiently large enough to result in taking a “settlement approach” to derive the discount rate, where high quality corporate bonds are assumed to be purchased and the resulting coupon payments and maturities are used to satisfy the Company’s largest U.S. pension plan’s projected benefit payments. In the United Kingdom and the Euro Zone, the discount rate is derived using a “yield curve approach,” where an individual spot rate, or zero coupon bond yield, for each future annual period is developed to discount each future benefit payment and thereby determines the present value of all future payments.

For the year ended December 31, 2009, the Company based the discount rate used to determine the projected benefit obligation for its U.S. pension plans, postretirement health care benefit plans and its Executive Nonqualified Pension Plan (“ENPP”) by matching the projected cash flows of its largest pension plan to the Citigroup Pension Discount Curve. For the U.K. plan, the Company derived the discount rate based on a yield curve developed from the constituents of the Merrill Lynch AA- rated corporate bond index. The discount rate for the U.K. plan for the year ended December 31, 2009 was a single weighted-average rate based on the approximate future cash flows of the plan. For countries within the Euro Zone, the Company derived an AA-rated corporate bond yield curve by selecting bonds included in the iBoxx corporate indices and creating a discount rate curve based on a series of model cash flows. Discount rates for each plan were then determined based on each plan’s liability duration. The indices used in the United States, the United Kingdom and other countries were chosen to match the expected plan obligations and related expected cash flows.

Investment strategy and concentration of risk

The weighted average asset allocation of the Company’s U.S. pension benefit plans as of December 31, 2010 and 2009 are as follows:

Asset Category	2010			2009
Large and small cap domestic equity securities		28	%		24	%
International equity securities		14	%		15	%
Domestic fixed income securities		22	%		22	%
Other investments		36	%		39	%
Total		100	%		100	%

The weighted average asset allocation of the Company’s non-U.S. pension benefit plans as of December 31, 2010 and 2009 are as follows:

Asset Category	2010			2009
Equity securities		41	%		39	%
Fixed income securities		34	%		35	%
Other investments		25	%		26	%
Total		100	%		100	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the Company’s pension assets as of December 31, 2010 is as follows (in millions):

	Total		Level 1		Level 2		Level 3
Equity securities:
Global equities	$	140.5	$	140.5	$	—	$	—
Non-U.S. equities		5.3		5.3		—		—
U.K. equities		53.8		53.8		—		—
U.S. large cap equities		5.3		5.3		—		—
U.S. small cap equities		3.7		3.7		—		—
Total equity securities		208.6		208.6		—		—
Fixed income:
Aggregate fixed income		7.5		7.5		—		—
International fixed income		157.0		157.0		—		—
Total fixed income share(1)		164.5		164.5		—		—
Cash and equivalents:
Cash		10.9		—		10.9		—
Total cash and equivalents		10.9		—		10.9		—
Alternative investments(2)		126.2		—		—		126.2
Miscellaneous funds(3)		18.9		—		—		18.9
Total assets	$	529.1	$	373.1	$	10.9	$	145.1

(1)	42% of “fixed income” securities are in government treasuries; 23% are in investment-grade corporate bonds; 10% are in foreign bonds; and 25% are in other various fixed income securities.
(2)	29% of “alternative investments” are in long-short equity funds; 14% are in multi-strategy funds; 14% are in event-driven funds; 12% are in relative value funds; 8% are in credit funds; and 23% are distributed in hedged and non-hedged funds.
(3)	“Miscellaneous funds” consist of pooled funds in Australia and insurance contracts in Finland, Norway and Switzerland.

The following is a reconciliation of Level 3 assets as of December 31, 2010 (in millions):

				Alternative			Miscellaneous
	Total			Investments			Funds
Beginning balance as of December 31, 2009	$	144.3		$	127.6		$	16.7
Actual return on plan assets:
(a) Relating to assets still held at reporting date		8.5			7.7			0.8
(b) Relating to assets sold during period		0.4			0.4			—
Purchases, sales and /or settlements		(1.5	)		(3.1	)		1.6
Transfers in and /or out of Level 3		(2.0	)		(2.0	)		—
Foreign currency exchange rate changes		(4.6	)		(4.4	)		(0.2	)
Ending balance as of December 31, 2010	$	145.1		$	126.2		$	18.9

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of the Company’s pension assets as of December 31, 2009 is as follows (in millions):

	Total		Level 1		Level 2		Level 3
Equity securities:
Global equities	$	82.6	$	82.6	$	—	$	—
Non-U.S. equities		4.8		4.8		—		—
U.K. equities		92.6		92.6		—		—
U.S. large cap equities		4.7		4.7		—		—
U.S. small cap equities		2.9		2.9		—		—
Total equity securities		187.6		187.6		—		—
Fixed income:
Aggregate fixed income		7.2		7.2		—		—
International fixed income		146.8		146.8		—		—
Total fixed income share(1)		154.0		154.0		—		—
Cash and equivalents:
Cash		3.3		0.1		3.2		—
Total cash and equivalents		3.3		0.1		3.2		—
Alternative investments(2)		127.6		—		—		127.6
Miscellaneous funds(3)		16.7		—		—		16.7
Total assets	$	489.2	$	341.7	$	3.2	$	144.3

(1)	45% of “fixed income” securities are in government treasuries; 25% are in investment-grade corporate bonds; 20% are in foreign bonds; and 10% are in other various fixed income securities.
(2)	27% of “alternative investments” are in long-short equity funds; 16% are in multi-strategy funds; 15% are in event-driven funds; 11% are in relative value funds; 11% are in credit funds; and 20% are distributed in hedged and non-hedged funds.
(3)	“Miscellaneous funds” consist of pooled funds in Australia and insurance contracts in Finland, Norway and Switzerland.

The following is a reconciliation of Level 3 assets as of December 31, 2009 (in millions):

				Alternative			Miscellaneous
	Total			Investments			Funds
Beginning balance as of December 31, 2008	$	122.6		$	110.6		$	12.0
Actual return on plan assets:
(a) Relating to assets still held at reporting date		17.4			15.8			1.6
(b) Relating to assets sold during period		2.7			2.7			—
Purchases, sales and /or settlements		(11.0	)		(12.6	)		1.6
Transfers in and /or out of Level 3		—			—			—
Foreign currency exchange rate changes		12.6			11.1			1.5
Ending balance as of December 31, 2009	$	144.3		$	127.6		$	16.7

All tax-qualified pension fund investments in the United States are held in the AGCO Corporation Master Pension Trust. The Company’s global pension fund strategy is to diversify investments across broad categories of equity and fixed income securities with appropriate use of alternative investment categories to minimize risk and volatility. The primary investment objective of the Company’s pension plans is to secure participant

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retirement benefits. As such, the key objective in the pension plans’ financial management is to promote stability and, to the extent appropriate, growth in funded status.

The investment strategy for the plans’ portfolio of assets balances the requirement to generate returns with the need to control risk. The asset mix is recognized as the primary mechanism to influence the reward and risk structure of the pension fund investments in an effort to accomplish the plans’ funding objectives. The overall investment strategy for the U.S.-based pension plans is to achieve a mix of approximately 20% of assets for the near-term benefit payments and 80% for longer-term growth. The overall U.S. pension funds invest in a broad diversification of asset types. The Company’s U.S. target allocation of retirement fund investments is 31% large- and small-cap domestic equity securities, 15% international equity securities, 24% broad fixed income securities and 30% in alternative investments. The Company has noted that over very long periods, this mix of investments would achieve an average return in excess of 8.5%. In arriving at the choice of an expected return assumption of 8% for its U.S.-based plans, the Company has tempered this historical indicator with lower expectation for returns and equity investment in the future as well as the administrative costs of the plans. The overall investment strategy for the non-U.S. based pension plans is to achieve a mix of approximately 28% of assets for the near-term benefit payments and 72% for longer-term growth. The overall non-U.S. pension funds invest in a broad diversification of asset types. The Company’s non-U.S. target allocation of retirement fund investments is 40% equity securities, 30% broad fixed income investments and 30% in alternative investments. The majority of the Company’s non-U.S. pension fund investments are related to the Company’s pension plan in the United Kingdom. The Company has noted that over very long periods, this mix of investments would achieve an average return in excess of 7.5%. In arriving at the choice of an expected return assumption of 7% for its U.K.-based plans, the Company has tempered this historical indicator with lower expectation for returns and equity investment in the future as well as the administrative costs of the plans.

Equity securities primarily include investments in large-cap and small-cap companies located across the globe. Fixed income securities include corporate bonds of companies from diversified industries, mortgage-backed securities, agency mortgages, asset-backed securities and government securities. Alternative and other assets include investments in hedge fund of funds that follow diversified investment strategies. To date, the Company has not invested pension funds in its own stock, and has no intention of doing so in the future.

Within each asset class, careful consideration is given to balancing the portfolio among industry sectors, geographies, interest rate sensitivity, dependence on economic growth, currency and other factors affecting investment returns. The assets are managed by professional investment firms. They are bound by precise mandates and are measured against specific benchmarks. Among asset managers, consideration is given, among others, to balancing security concentration, issuer concentration, investment style and reliance on particular active investment strategies.

For measuring the expected U.S. postretirement benefit obligation at December 31, 2010, the Company assumed an 8.5% health care cost trend rate for 2011, decreasing to 5.0% by 2018. For measuring the expected U.S. postretirement benefit obligation at December 31, 2009, the Company assumed an 8.5% health care cost trend rate for 2010, decreasing to 4.9% by 2060. For measuring the Brazilian postretirement benefit plan obligation at December 31, 2010 and 2009, the Company assumed a 10.0% health care cost trend rate for 2011 and 2010, respectively, decreasing to 5.5% by 2020 and 2019, respectively. Changing the assumed health care cost trend rates by one percentage point each year and holding all other assumptions constant would have the following effect to service and interest cost for 2011 and the accumulated postretirement benefit obligation at December 31, 2010 (in millions):

	One Percentage		One Percentage
	Point Increase		Point Decrease
Effect on service and interest cost	$	0.2	$	(0.2	)
Effect on accumulated benefit obligation	$	3.0	$	(2.6	)

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company currently estimates its minimum contributions to its U.S.-based defined pension plans for 2011 will aggregate approximately $2.1 million. The Company currently estimates its benefit payments for 2011 to its U.S.-based postretirement health care and life insurance benefit plans will aggregate approximately $1.7 million. The Company currently estimates its minimum contributions for underfunded plans and benefit payments for unfunded plans for 2011 to its non-U.S.- based defined pension plans will aggregate approximately $28.3 million, of which approximately $20.7 million relates to its U.K. pension plan.

During 2010, approximately $44.7 million of benefit payments were made related to the Company’s pension plans. At December 31, 2010, the aggregate expected benefit payments for all of the Company’s pension plans are as follows (in millions):

2011	$	45.7
2012		48.1
2013		50.8
2014		50.3
2015		50.0
2016 through 2020		257.6
	$	502.5

During 2010, approximately $1.9 million of benefit payments were made related to the Company’s U.S. and Brazilian postretirement benefit plans. At December 31, 2010, the aggregate expected benefit payments for the Company’s U.S. and Brazilian postretirement benefit plans are as follows (in millions):

2011	$	1.7
2012		1.8
2013		1.9
2014		2.0
2015		2.0
2016 through 2020		10.4
	$	19.8

The ENPP provides a group of senior Company executives with retirement income for a period of 15 years based on a percentage of their average final salary and bonus, reduced by the executive’s social security benefits and 401(k) employer matching contributions account. The benefit paid to the executives ranges from 2.25% to 3% of the average of the last three years of their base salary plus bonus prior to their termination of employment (“final earnings”) times credited years of service, with a maximum benefit of 45% to 60% of the final earnings, depending on the level of the executive. For nearly all participants, benefits under the ENPP vest if the participant has attained age 50 with at least ten years of service (five years of which include years of participation in the ENPP), but are not payable until the participant reaches age 65 or upon termination of services because of death or disability, adjusted to reflect payment prior to age 65.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net annual ENPP cost and the measurement assumptions for the plans for the years ended December 31, 2010, 2009 and 2008 are set forth below (in millions, except percentages):

	2010			2009			2008
Service cost	$	1.4		$	1.2		$	1.1
Interest cost		0.9			0.8			0.6
Amortization of prior service cost		0.5			0.5			0.5
Recognized actuarial gain		—			(0.1	)		(0.2	)
Net annual ENPP costs	$	2.8		$	2.4		$	2.0
Discount rate		5.5	%		6.25	%		6.25	%
Rate of increase in future compensation		5.0	%		5.0	%		5.0	%

The following tables set forth reconciliations of the changes in benefit obligation and funded status as of December 31, 2010 and 2009 (in millions):

Change in benefit obligation	2010			2009
Benefit obligation at beginning of year	$	16.5		$	12.4
Service cost		1.4			1.2
Interest cost		0.9			0.8
Actuarial loss		2.3			2.5
Amendments		0.2			—
Benefits paid		(0.8	)		(0.4	)
Benefit obligation at end of year	$	20.5		$	16.5
Funded status	$	(20.5	)	$	(16.5	)
Unrecognized net actuarial loss		3.0			0.7
Unrecognized prior service cost		2.6			2.9
Accumulated other comprehensive loss		(5.6	)		(3.6	)
Net amount recognized	$	(20.5	)	$	(16.5	)
Amounts recognized in Consolidated Balance Sheets:
Other current liabilities	$	(0.9	)	$	(0.7	)
Pensions and postretirement health care benefits (noncurrent)		(19.6	)		(15.8	)
Net amount recognized	$	(20.5	)	$	(16.5	)

The weighted average discount rate used to determine the benefit obligation for the ENPP for the years ended December 31, 2010 and 2009 was 5.4% and 5.5%, respectively.

At December 31, 2010, the Company’s accumulated other comprehensive loss included a net actuarial loss of approximately $3.0 million and a net prior service cost of approximately $2.6 million related to the ENPP. The estimated net actuarial loss and net prior service cost related to the ENPP that will be amortized from the Company’s accumulated other comprehensive loss during the year ended December 31, 2011 are approximately $0.1 million and $0.6 million, respectively.

At December 31, 2010 and 2009, the Company recorded a reduction to equity of $5.6 million and $3.6 million, respectively, related to the unfunded projected benefit obligation of the ENPP. As the Company is not benefiting losses for tax purposes in the United States, there was no tax impact to these charges.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 2010, approximately $0.8 million of benefit payments were made related to the ENPP. At December 31, 2010, the aggregate expected benefit payments for the ENPP are as follows (in millions):

2011	$	0.9
2012		1.0
2013		1.2
2014		1.2
2015		0.8
2016 through 2020		9.6
	$	14.7

The Company maintains separate defined contribution plans covering certain employees primarily in the United States, the United Kingdom and Brazil. Under the plans, the Company contributes a specified percentage of each eligible employee’s compensation. The Company contributed approximately $9.0 million, $9.1 million and $9.2 million for the years ended December 31, 2010, 2009 and 2008, respectively.

9.   Common Stock

At December 31, 2010, the Company had 150.0 million authorized shares of common stock with a par value of $0.01 per share, with approximately 93.1 million shares of common stock outstanding, approximately 1.9 million shares reserved for issuance under the Company’s Option Plan (Note 10), and approximately 0.8 million shares reserved for issuance under the Company’s 2006 Long — Term Incentive Plan (the “2006 Plan”) (Note 10).

The Company has a stockholder rights plan, which was adopted in April 1994 following stockholder approval. The plan provides that each share of common stock outstanding will have attached to it the right to purchase a one-hundredth of a share of Junior Cumulative Preferred Stock, with a par value $0.01 per share. The purchase price per a one-hundredth of a share is $100.00, subject to adjustment. The rights will be exercisable only if a person or group (“acquirer”) acquires 20% or more of the Company’s common stock or announces a tender offer or exchange offer that would result in the acquisition of 20% or more of the Company’s common stock or, in some circumstances, if additional conditions are met. Once they are exercisable, the plan allows stockholders, other than the acquirer, to purchase the Company’s common stock or securities of the acquirer with a then current market value of two times the exercise price of the right. The rights are redeemable for $0.01 per right, subject to adjustment, at the option of the Company’s Board of Directors. The rights will expire on April 26, 2014, unless they are extended, redeemed or exchanged by the Company before that date.

10.   Stock Incentive Plans

Under the 2006 Plan, up to 5.0 million shares of AGCO common stock may be issued. The 2006 Plan allows the Company, under the direction of the Board of Directors’ Compensation Committee, to make grants of performance shares, stock appreciation rights, stock options and restricted stock awards to employees, officers and non-employee directors of the Company.

Employee Plans

The 2006 Plan encompasses two stock incentive plans to Company executives and key managers. The primary long-term incentive plan is a performance share plan that provides for awards of shares of the Company’s common stock based on achieving financial targets, such as targets for earnings per share and return on invested capital, as determined by the Company’s Board of Directors. The stock awards are earned over a performance period, and the number of shares earned is determined based on the cumulative or average

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

results for the period, depending on the measurement. Performance periods are consecutive and overlapping three-year cycles and performance targets are set at the beginning of each cycle. In order to transition to the 2006 Plan, the Company established award targets in 2006 for both a one-year and two-year performance period in addition to the normal three-year period. The 2006 Plan provides for participants to earn from 33% to 200% of the target awards depending on the actual performance achieved, with no shares earned if performance is below the established minimum target. Awards earned under the performance share plan are paid in shares of common stock at the end of each performance period. The compensation expense associated with these awards is amortized ratably over the vesting or performance period based on the Company’s projected assessment of the level of performance that will be achieved and earned.

Compensation expense recorded during 2010, 2009 and 2008 with respect to awards granted was based upon the stock price as of the grant date. The weighted average grant-date fair value of performance awards granted under the 2006 Plan during 2010, 2009 and 2008 was $33.62, $21.55 and $57.12, respectively. Based on the level of performance achieved as of December 31, 2010, 77,685 shares were earned under the 2008-2010 performance period. The 2006 Plan allows for the participant to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the participant’s statutory minimum federal, state and employment taxes which would be payable at the time of grant. Approximately 50,332 shares were issued on February 23, 2011, net of approximately 27,353 shares that will be withheld for taxes related to the earned awards. Based on the level of performance achieved as of December 31, 2009, 883,188 shares were earned under the 2007-2009 performance period and 551,152 shares were issued on February 26, 2010, net of 332,036 shares that were withheld for taxes related to the earned awards.

During 2010, the Company granted 767,000 awards for the three-year performance period commencing in 2010 and ending in 2012 assuming the maximum target level of performance is achieved. Performance award transactions during 2010 were as follows and are presented as if the Company were to achieve its maximum levels of performance under the plan:

Shares awarded but not earned at January 1	1,742,868
Shares awarded	767,000
Shares forfeited or unearned	(515,929	)
Shares earned	(77,685	)
Shares awarded but not earned at December 31	1,916,254

As of December 31, 2010, the total compensation cost related to unearned performance awards not yet recognized, assuming the Company’s current projected assessment of the level of performance that will be achieved and earned, was approximately $17.2 million, and the weighted average period over which it is expected to be recognized is approximately two years.

On December 6, 2007, the Board of Directors of the Company approved two retention-based restricted stock awards of $2,000,000 each to the Company’s Chairman, President and Chief Executive Officer. The first award was granted on December 6, 2007 and totaled 28,839 shares that vest over a five-year period at the rate of 25% at the end of the third year, 25% at the end of the fourth year, and 50% at the end of the fifth year. The second award was granted on December 5, 2008 and totaled 99,010 shares that vest over a four-year period at the rate of 25% at the end of the second year, 25% at the end of the third year, and 50% at the end of the fourth year. Vesting is subject to his continued employment by the Company on the date of vesting, except under certain circumstances such as a change in control. The Company recognizes stock compensation expense ratably over the vesting period for each grant.

In addition to the performance share plan, certain executives and key managers are eligible to receive grants of stock-settled appreciation rights (“SSARs”) or incentive stock options depending on the participant’s

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

country of employment. The SSARs provide a participant with the right to receive the aggregate appreciation in stock price over the market price of the Company’s common stock at the date of grant, payable in shares of the Company’s common stock. The participant may exercise his or her SSAR at any time after the grant is vested but no later than seven years after the date of grant. The SSARs vest ratably over a four-year period from the date of grant. SSAR award grants made to certain executives and key managers under the 2006 Plan are made with the base price equal to the price of the Company’s common stock on the date of grant. The Company recorded stock compensation expense of approximately

$2.5 million, $2.3 million and $1.7 million associated with SSAR award grants during 2010, 2009 and 2008, respectively. The compensation expense associated with these awards is being amortized ratably over the vesting period. The Company estimated the fair value of the grants using the Black-Scholes option pricing model. The Company utilized the “simplified” method for estimating the expected term of granted SSARs during the year ended December 31, 2010 as afforded by SEC Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment (SAB Topic 14),” and SAB No. 110, “Share-Based Payment (SAB Topic 14.D.2).” The expected term used to value a grant under the simplified method is the mid-point between the vesting date and the contractual term of the SSAR. As the Company has only been granting SSARs since April 2006, it does not believe it has sufficient relevant experience regarding employee exercise behavior. The weighted average grant-date fair value of SSARs granted under the 2006 Plan and the weighted average assumptions under the Black-Scholes option model were as follows for the years ended December 31, 2010, 2009 and 2008:

	Years Ended December 31,
	2010			2009			2008
Weighted average grant-date fair value	$	14.49		$	7.46		$	17.90
Weighted average assumptions under Black-Scholes option model:
Expected life of awards (years)		5.5			5.5			5.5
Risk-free interest rate		2.4	%		1.6	%		2.7	%
Expected volatility		48.5	%		45.3	%		38.0	%
Expected dividend yield		—			—			—

SSAR transactions during the year ended December 31, 2010 were as follows:

SSARs outstanding at January 1		716,838
SSARs granted		189,500
SSARs exercised		(85,688	)
SSARs canceled or forfeited		(22,453	)
SSARs outstanding at December 31		798,197
SSAR price ranges per share:
Granted	$	32.01-44.55
Exercised		21.45-37.38
Canceled or forfeited		21.45-66.20
Weighted average SSAR exercise prices per share:
Granted	$	33.63
Exercised		25.72
Canceled or forfeited		33.34
Outstanding at December 31		32.29

At December 31, 2010, the weighted average remaining contractual life of SSARs outstanding was approximately five years. As of December 31, 2010, the total compensation cost related to unvested SSARs

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

not yet recognized was approximately $3.9 million and the weighted-average period over which it is expected to be recognized is approximately three years.

The following table sets forth the exercise price range, number of shares, weighted average exercise price, and remaining contractual lives by groups of similar price:

	SSARs Outstanding						SSARs Exercisable
			Weighted Average				Exercisable
			Remaining				as of
	Number of		Contractual Life		Weighted Average		December 31,		Weighted Average
Range of Exercise Prices	Shares		(Years)		Exercise Price		2010		Exercise Price
$21.45 - $24.51		341,781		4.4	$	22.01		140,437	$	22.91
$26.00 - $37.38		354,329		4.7	$	35.17		117,704	$	37.10
$44.55 - $66.20		102,087		4.1	$	56.71		50,950	$	56.83
		798,197						309,091	$	33.90

The total fair value of SSARs vested during 2010 was approximately $1.9 million. There were 489,106 SSARs that were not vested as of December 31, 2010. The total intrinsic value of outstanding and exercisable SSARs as of December 31, 2010 was $15.3 million and $5.5 million, respectively. The total intrinsic value of SSARs exercised during 2010 was approximately $1.4 million. The Company realized an insignificant tax benefit from the exercise of these SSARs.

On January 26, 2011, the Company granted 305,100 performance award shares (subject to the Company achieving future target levels of performance) and 146,700 SSARs under the 2006 Plan.

Director Restricted Stock Grants

The 2006 Plan provides for annual restricted stock grants of the Company’s common stock to all non-employee directors. The shares are restricted as to transferability for a period of three years, but are not subject to forfeiture. In the event a director departs from the Company’s Board of Directors, the non-transferability period expires immediately. The plan allows each director to have the option of forfeiting a portion of the shares awarded in lieu of a cash payment contributed to the participant’s tax withholding to satisfy the statutory minimum federal, state and employment taxes that would be payable at the time of grant. The 2010 grant was made on April 22, 2010 and equated to 23,380 shares of common stock, of which 17,303 shares of common stock were issued, after shares were withheld for taxes. The Company recorded stock compensation expense of approximately $0.9 million during 2010 associated with these grants.

As of December 31, 2010, of the 5.0 million shares reserved for issuance under the 2006 Plan, approximately 0.8 million shares were available for grant, assuming the maximum number of shares are earned related to the performance award grants discussed above.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Option Plan

There have been no grants under the Company’s Option Plan since 2002, and the Company does not intend to make any grants under the Option Plan in the future. All of the Company’s outstanding stock options are fully vested. Stock option transactions during 2010 were as follows:

Options outstanding and exercisable at January 1		52,175
Options granted		—
Options exercised		(32,900	)
Options canceled or forfeited		—
Options outstanding and exercisable at December 31		19,275
Options available for grant at December 31		1,935,437
Option price ranges per share:
Granted	$	—
Exercised		10.06-20.85
Canceled or forfeited		—
Weighted average option exercise prices per share:
Granted	$	—
Exercised		13.94
Canceled or forfeited		—
Outstanding at December 31		16.31

At December 31, 2010, the outstanding and exercisable options had a weighted average remaining contractual life of approximately one year and an aggregate intrinsic value of approximately $0.7 million.

The following table sets forth the exercise price range, number of shares, weighted average exercise price, and remaining contractual lives by groups of similar price:

	Options Outstanding and Exercisable
	as of December 31, 2010
			Weighted Average
			Remaining
	Number of		Contractual Life		Weighted Average
Range of Exercise Prices	Shares		(Years)		Exercise Price
$15.12 - $20.85		19,275		1.0	$	16.31

The total intrinsic value of options exercised during the years ended December 31, 2010, 2009 and 2008 was approximately $0.9 million, $0.0 million and $0.8 million, respectively. Cash proceeds received from stock option exercises during 2010, 2009 and 2008 was approximately $0.5 million, $0.0 million and $0.3 million, respectively. The Company realized an insignificant tax benefit from the exercise of these options.

11.   Derivative Instruments and Hedging Activities

All derivatives are recognized on the Company’s Consolidated Balance Sheets at fair value. On the date the derivative contract is entered into, the Company designates the derivative as either (1) a fair value hedge of a recognized liability, (2) a cash flow hedge of a forecasted transaction, (3) a hedge of a net investment in a foreign operation, or (4) a non-designated derivative instrument.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objectives and strategy for undertaking various hedge transactions. The Company

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formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flow of hedged items. When it is determined that a derivative is no longer highly effective as a hedge, hedge accounting is discontinued on a prospective basis.

Foreign Currency Risk

The Company has significant manufacturing operations in the United States, France, Germany, Finland and Brazil, and it purchases a portion of its tractors, combines and components from third-party foreign suppliers, primarily in various European countries and in Japan. The Company also sells products in over 140 countries throughout the world. The Company’s most significant transactional foreign currency exposures are the Euro, Brazilian real and the Canadian dollar in relation to the United States dollar, and the Euro in relation to the British pound.

The Company attempts to manage its transactional foreign exchange exposure by hedging foreign currency cash flow forecasts and commitments arising from the anticipated settlement of receivables and payables and from future purchases and sales. Where naturally offsetting currency positions do not occur, the Company hedges certain, but not all, of its exposures through the use of foreign currency contracts. The Company’s translation exposure resulting from translating the financial statements of foreign subsidiaries into United States dollars is not hedged. When practical, the translation impact is reduced by financing local operations with local borrowings.

The foreign currency contracts are primarily forward and options contracts. These contracts’ fair value measurements fall within the Level 2 fair value hierarchy under ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.” Level 2 fair value measurements are generally based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets. The fair value of foreign currency forward contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. The fair value of foreign currency option contracts is based on a valuation model that utilizes spot and forward exchange rates, interest rates and currency pair volatility.

The Company’s senior management establishes the Company’s foreign currency and interest rate risk management policies. These policies are reviewed periodically by the Audit Committee of the Company’s Board of Directors. The policy allows for the use of derivative instruments to hedge exposures to movements in foreign currency and interest rates. The Company’s policy prohibits the use of derivative instruments for speculative purposes.

Cash Flow Hedges

During 2010, 2009 and 2008, the Company designated certain foreign currency contracts as cash flow hedges of expected future sales and purchases. The effective portion of the fair value gains or losses on these cash flow hedges were recorded in other comprehensive income (loss) and subsequently reclassified into cost of goods sold during the period the sales and purchases are recognized. These amounts offset the effect of the changes in foreign currency rates on the related sale and purchase transactions. The amount of the (loss) gain recorded in other comprehensive income (loss) that was reclassified to cost of goods sold during the years ended December 31, 2010, 2009 and 2008 was approximately $(3.1) million, $(14.5) million and $14.1 million, respectively, on an after-tax basis. The amount of the (loss) gain recorded to other comprehensive income (loss) related to the outstanding cash flow hedges as of December 31, 2010, 2009 and 2008 was approximately $1.2 million, $(1.3) million and $(36.7) million, respectively, on an after-tax basis. The outstanding contracts as of December 31, 2010 range in maturity through December 2011.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the activity in accumulated other comprehensive income (loss) related to the derivatives held by the Company during the years ended December 31, 2010, 2009 and 2008 (in millions):

	Before-Tax			Income			After-Tax
	Amount			Tax			Amount
Accumulated derivative net gains as of December 31, 2007	$	11.4		$	3.7		$	7.7
Net changes in fair value of derivatives		(49.5	)		(19.2	)		(30.3	)
Net gains reclassified from accumulated other comprehensive income into income		(16.0	)		(1.9	)		(14.1	)
Accumulated derivative net losses as of December 31, 2008		(54.1	)		(17.4	)		(36.7	)
Net changes in fair value of derivatives		34.6			13.7			20.9
Net losses reclassified from accumulated other comprehensive loss into income		18.1			3.6			14.5
Accumulated derivative net losses as of December 31, 2009		(1.4	)		(0.1	)		(1.3	)
Net changes in fair value of derivatives		—			0.6			(0.6	)
Net losses reclassified from accumulated other comprehensive loss into income		3.1			—			3.1
Accumulated derivative net gains as of December 31, 2010	$	1.7		$	0.5		$	1.2

As of December 31, 2010 and 2009, the Company had outstanding foreign currency contracts with a notional amount of approximately $111.1 million and $139.3 million, respectively, that were entered into to hedge forecasted sale and purchase transactions.

Derivative Transactions Not Designated as Hedging Instruments

During 2010, 2009 and 2008, the Company entered into foreign currency contracts to hedge receivables and payables on the Company and its subsidiaries’ balance sheets that are denominated in foreign currencies other than the functional currency. These contracts were classified as non-designated derivative instruments.

As of December 31, 2010 and 2009, the Company had outstanding foreign currency contracts with a notional amount of approximately $1,002.3 million and $1,107.0 million, respectively, that were entered into to hedge receivables and payables that are denominated in foreign currencies other than the functional currency. Changes in the fair value of these contracts are reported in other expense, net. For the years ended December 31, 2010, 2009 and 2008, the Company recorded a net gain of approximately $37.3 million and 51.0 million and a net loss of approximately $85.2 million, respectively, under the caption of other expense, net related to these contracts. Gains and losses on such contracts are substantially offset by losses and gains on the remeasurement of the underlying asset or liability being hedged.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below sets forth the fair value of derivative instruments as of December 31, 2010 (in millions):

	Asset Derivatives			Liability Derivatives
	As of December 31, 2010			As of December 31, 2010
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
Derivative instruments designated as hedging instruments:
Foreign currency contracts	Other current assets	$	2.3	Other current liabilities	$	—
Derivative instruments not designated as hedging instruments:
Foreign currency contracts	Other current assets		12.0	Other current liabilities		8.7
Total derivative instruments		$	14.3		$	8.7

The table below sets forth the fair value of derivative instruments as of December 31, 2009 (in millions):

	Asset Derivatives			Liability Derivatives
	As of December 31, 2009			As of December 31, 2009
	Balance Sheet	Fair		Balance Sheet	Fair
	Location	Value		Location	Value
Derivative instruments designated as hedging instruments:
Foreign currency contracts	Other current assets	$	2.5	Other current liabilities	$	—
Derivative instruments not designated as hedging instruments:
Foreign currency contracts	Other current assets		14.9	Other current liabilities		3.6
Total derivative instruments		$	17.4		$	3.6

Counterparty Risk

The Company regularly monitors the counterparty risk and credit ratings of all the counterparties to the derivative instruments. The Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. If the Company perceives any risk with a counterparty, then the Company would cease to do business with that counterparty. There have been no negative impacts to the Company from any non-performance of any counterparties.

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12.   Commitments and Contingencies

The future payments required under the Company’s significant commitments as of December 31, 2010 are as follows (in millions):

	Payments Due By Period
	2011		2012		2013		2014		2015		Thereafter		Total
Interest payments related to indebtedness(1)	$	23.3	$	20.9	$	20.9	$	6.2	$	—	$	—	$	71.3
Capital lease obligations		2.3		1.1		0.4		0.2		0.1		—		4.1
Operating lease obligations		42.8		29.0		19.1		10.5		7.0		36.3		144.7
Unconditional purchase obligations(2)		63.2		12.2		1.0		—		0.1		—		76.5
Other short-term and long-term obligations(3)		50.1		29.7		26.0		33.3		23.6		105.4		268.1
Total contractual cash obligations	$	181.7	$	92.9	$	67.4	$	50.2	$	30.8	$	141.7	$	564.7

(1)	Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements. Debt may be repaid sooner or later than such minimum maturity periods.
(2)	Unconditional purchase obligations exclude routine purchase orders entered into in the normal course of business.
(3)	Other short-term and long-term obligations include estimates of future minimum contribution requirements under the Company’s U.S. and non-U.S. defined benefit pension and postretirement plans. These estimates are based on current legislation in the countries the Company operates within and are subject to change. Other short-term and long-term obligations also include income tax liabilities related to uncertain income tax positions connected with ongoing income tax audits in various jurisdictions. In addition, short-term obligations include amounts due to financial institutions related to sales of certain receivables that did not meet the off-balance sheet criteria under ASU 2009-16.

	Amount of Commitment Expiration Per Period
	2011		2012		2013		2014		2015		Thereafter		Total
Guarantees	$	122.6	$	3.0	$	1.6	$	0.9	$	0.3	$	—	$	128.4

Off-Balance Sheet Arrangements

Guarantees

The Company maintains a remarketing agreement with its U.S. retail finance joint venture, AGCO Finance LLC, whereby the Company is obligated to repurchase repossessed inventory at market values. The Company has an agreement with AGCO Finance LLC which limits the Company’s purchase obligations under this arrangement to $6.0 million in the aggregate per calendar year. The Company believes that any losses that might be incurred on the resale of this equipment will not materially impact the Company’s financial position or results of operations, due to the fair value of the underlying equipment.

At December 31, 2010, the Company guaranteed indebtedness owed to third parties of approximately $128.4 million, primarily related to dealer and end user financing of equipment. Such guarantees generally obligate the Company to repay outstanding finance obligations owed to financial institutions if dealers or end users default on such loans through 2015. The Company believes the credit risk associated with these guarantees is not material to its financial position. Losses under such guarantees have historically been insignificant. In addition, the Company would be able to recover any amounts paid under such guarantees from the sale of the underlying financed farm equipment, as the fair value of such equipment would be sufficient to offset a substantial portion of the amounts paid.

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Other

At December 31, 2010, the Company had outstanding designated and non-designated foreign exchange contracts with a gross notional amount of approximately $1,113.4 million. The outstanding contracts as of December 31, 2010 range in maturity through December 2011 (Note 11).

The Company sells substantially all of its wholesale accounts receivable in North America to the Company’s U.S. and Canadian retail finance joint ventures. The Company also sells certain accounts receivable under its European securitization facility and, from time to time, certain accounts receivable under factoring arrangements to financial institutions around the world. The Company evaluates the sale of such receivables pursuant to the guidelines of ASU 2009-16 and has determined that these facilities should be accounted for as off-balance sheet transactions.

Total lease expense under noncancelable operating leases was $50.2 million, $48.5 million and $45.3 million for the years ended December 31, 2010, 2009 and 2008, respectively.

Contingencies

As a result of Brazilian tax legislative changes impacting value added taxes (“VAT”), the Company recorded a reserve of approximately $22.3 million and $11.6 million against its outstanding balance of Brazilian VAT taxes receivable as of December 31, 2010 and 2009, respectively, due to the uncertainty as to the Company’s ability to collect the amounts outstanding.

On June 27, 2008, the Republic of Iraq filed a civil action in a federal court in New York, Case No. 08 CIV 59617, naming as defendants the Company’s French subsidiary and two of its other foreign subsidiaries that participated in the United Nations Oil for Food Program (the “Program”). Ninety-one other entities or companies also were named as defendants in the civil action due to their participation in the Program. The complaint purports to assert claims against each of the defendants seeking damages in an unspecified amount. Although the Company’s subsidiaries intend to vigorously defend against this action, it is not possible at this time to predict the outcome of this action or its impact, if any, on the Company, although if the outcome was adverse, the Company could be required to pay damages. In addition, the French government also is investigating the Company’s French subsidiary in connection with its participation in the Program.

In August 2008, as part of a routine audit, the Brazilian taxing authorities disallowed deductions relating to the amortization of certain goodwill recognized in connection with a reorganization of the Company’s Brazilian operations and the related transfer of certain assets to the Company’s Brazilian subsidiaries. The amount of the tax disallowance through December 31, 2010, not including interest and penalties, was approximately 90.6 million Brazilian reais (or approximately $54.6 million). The amount ultimately in dispute will be greater because of interest and penalties. The Company has been advised by its legal and tax advisors that its position with respect to the deductions is allowable under the tax laws of Brazil. The Company is contesting the disallowance and believes that it is not likely that the assessment, interest or penalties will be required to be paid. However, the ultimate outcome will not be determined until the Brazilian tax appeal process is complete, which could take several years.

The Company is a party to various other legal claims and actions incidental to its business. The Company believes that none of these claims or actions, either individually or in the aggregate, is material to its business or financial condition.

13.   Related Party Transactions

Rabobank, a AAA rated financial institution based in The Netherlands, is a 51% owner in the Company’s retail finance joint ventures, which are located in the United States, Canada, Brazil, Germany, France, the United Kingdom, Australia, Ireland and Austria. Rabobank is also the principal agent and participant in the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Company’s revolving credit facility and its securitization facility in Europe (Notes 4 and 7). The majority of the assets of the Company’s retail finance joint ventures represent finance receivables. The majority of the liabilities represent notes payable and accrued interest. Under the various joint venture agreements, Rabobank or its affiliates provide financing to the joint venture companies, primarily through lines of credit. The Company does not guarantee the debt obligations of the retail finance joint ventures other than a portion of the retail portfolio in Brazil that is held outside the joint venture by Rabobank Brazil (Note 12). Prior to 2005, the Company’s joint venture in Brazil had an agency relationship with Rabobank whereby Rabobank provided the funding. In February 2005, the Company made a $21.3 million investment in its retail finance joint venture with Rabobank Brazil. With the additional investment, the joint venture’s organizational structure is now more comparable to the Company’s other retail finance joint ventures, and the Company expects that its solvency guarantee to Rabobank for the portfolio that was originally funded by Rabobank Brazil gradually will be eliminated. As of December 31, 2010, the solvency requirement for the portfolio held by Rabobank was approximately $2.8 million. In addition, during 2010, the Company made a $25.4 million investment in its retail finance joint venture in Brazil due to an increase in capital required under local Brazilian solvency requirements, as a result of the increased retail finance portfolio in the joint venture during 2010.

The Company’s retail finance joint ventures provide retail financing and wholesale financing to its dealers. The terms of the financing arrangements offered to the Company’s dealers are similar to arrangements the retail finance joint ventures provide to unaffiliated third parties. In addition, the Company transfers, on an ongoing basis, substantially all of its wholesale interest-bearing and non-interest bearing accounts receivable in North America to AGCO Finance LLC and AGCO Finance Canada, Ltd., our retail finance joint ventures in North America (Note 4). The Company maintains a remarketing agreement with its U.S. retail finance joint ventures, AGCO Finance LLC (Note 12). In addition, as part of sales incentives provided to end users, the Company may from time to time subsidize interest rates of retail financing provided by its retail finance joint ventures. The cost of those programs is recognized at the time of sale to the Company’s dealers.

14.   Segment Reporting

Effective January 1, 2010, the Company modified its system of reporting, resulting from changes to its internal management and organizational structure over the past year, which changed its reportable segments from North America; South America; Europe/Africa/Middle East; and Asia/Pacific to North America; South America; Europe/Africa/Middle East; and Rest of World. The Rest of World reportable segment includes the regions of Eastern Europe, Asia, Australia and New Zealand, and the Europe/Africa/ Middle East segment no longer includes certain markets in Eastern Europe. Effective January 1, 2010, these reportable segments are reflective of how the Company’s chief operating decision maker reviews operating results for the purposes of allocating resources and assessing performance. Disclosures for the years ended December 31, 2010 and 2009 have been adjusted to reflect the change in reportable segments. Disclosures for year ended December 31, 2008 were not adjusted to reflect the change in reportable segments because it was impracticable to do so. Disclosures for years ended December 31, 2009 and 2008 have been retroactively restated to reflect the deconsolidation of GIMA (Note 1).

The Company’s four reportable segments distribute a full range of agricultural equipment and related replacement parts. The Company evaluates segment performance primarily based on income from operations. Sales for each segment are based on the location of the third-party customer. The Company’s selling, general and administrative expenses and engineering expenses are charged to each segment based on the region and division where the expenses are incurred. As a result, the components of income from operations for one

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

segment may not be comparable to another segment. Segment results for the years ended December 31, 2010 and 2009 based on the Company’s current modified reportable segments are as follows (in millions):

	North		South		Europe/Africa/		Rest of
Years Ended December 31,	America		America		Middle East		World		Consolidated
2010
Net sales	$	1,489.3	$	1,753.3	$	3,364.4	$	289.6	$	6,896.6
Income from operations		49.5		161.7		207.2		14.2		432.6
Depreciation		24.9		19.4		86.9		4.7		135.9
Assets		597.0		557.3		1,628.2		178.0		2,960.5
Capital expenditures		27.9		21.9		112.5		4.8		167.1
2009
Net sales	$	1,442.7	$	1,167.1	$	3,602.8	$	303.8	$	6,516.4
Income from operations		21.9		64.6		224.5		18.4		329.4
Depreciation		24.1		15.7		76.2		2.8		118.8
Assets		583.9		515.1		1,419.3		203.3		2,721.6
Capital expenditures		33.3		29.4		142.8		1.1		206.6

Segment results for the years ended December 31, 2009 and 2008 based on the Company’s previous reportable segments are as follows (in millions):

	North		South		Europe/Africa/		Asia/
Years Ended December 31,	America		America		Middle East		Pacific		Consolidated
2009
Net sales	$	1,442.7	$	1,167.1	$	3,668.1	$	238.5	$	6,516.4
Income from operations		21.9		64.6		221.7		21.2		329.4
Depreciation		24.1		15.7		76.1		2.9		118.8
Assets		583.9		515.1		1,481.8		140.8		2,721.6
Capital expenditures		33.3		29.4		143.6		0.3		206.6
2008
Net sales	$	1,794.3	$	1,496.5	$	4,753.9	$	228.4	$	8,273.1
Income from operations		8.6		134.2		515.8		28.3		686.9
Depreciation		26.8		20.0		66.5		2.8		116.1
Assets		685.0		489.2		1,639.9		86.6		2,900.7
Capital expenditures		31.4		25.1		180.2		0.1		236.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation from the segment information to the consolidated balances for income from operations and total assets is set forth below (in millions):

	2010			2009			2008
Segment income from operations	$	432.6		$	329.4		$	686.9
Corporate expenses		(72.7	)		(71.3	)		(71.9	)
Stock compensation		(12.9	)		(8.2	)		(32.0	)
Restructuring and other infrequent expenses		(4.4	)		(13.2	)		(0.2	)
Amortization of intangibles		(18.4	)		(18.0	)		(19.1	)
Consolidated income from operations	$	324.2		$	218.7		$	563.7
Segment assets	$	2,960.5		$	2,721.6		$	2,900.7
Cash and cash equivalents		719.9			651.4			506.1
Restricted cash		—			—			33.8
Receivables from affiliates		106.3			70.3			3.9
Investments in affiliates		398.0			353.9			280.8
Deferred tax assets, other current and noncurrent assets		447.9			400.9			357.4
Intangible assets, net		171.6			166.8			176.9
Goodwill		632.7			634.0			587.0
Consolidated total assets	$	5,436.9		$	4,998.9		$	4,846.6

Net sales by customer location for the years ended December 31, 2010, 2009 and 2008 were as follows (in millions):

	2010		2009		2008
Net sales:
United States	$	1,151.4	$	1,103.6	$	1,349.7
Canada		253.5		250.8		304.9
Germany		746.2		838.4		954.8
France		563.4		733.6		847.3
United Kingdom and Ireland		333.9		330.8		406.9
Finland and Scandinavia		674.0		653.0		896.9
Other Europe		944.7		928.2		1,472.8
South America		1,739.5		1,155.6		1,470.3
Middle East and Africa		159.0		184.1		175.2
Asia		94.5		72.2		66.8
Australia and New Zealand		138.3		166.3		161.6
Mexico, Central America and Caribbean		98.2		99.8		165.9
	$	6,896.6	$	6,516.4	$	8,273.1

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AGCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net sales by product for the years ended December 31, 2010, 2009 and 2008 were as follows (in millions):

	2010		2009		2008
Net sales:
Tractors	$	4,685.7	$	4,393.4	$	5,620.7
Combines		397.7		377.3		481.8
Application equipment		304.1		252.2		363.8
Other machinery		505.4		553.6		758.3
Replacement parts		1,003.7		939.9		1,048.5
	$	6,896.6	$	6,516.4	$	8,273.1

Property, plant and equipment and amortizable intangible assets by country as of December 31, 2010 and 2009 was as follows (in millions):

	2010		2009
United States	$	143.1	$	138.6
Finland		178.0		195.8
Germany		295.3		297.9
Brazil		184.2		179.3
France		62.2		65.9
Other		135.9		104.0
	$	998.7	$	981.5

15.   Subsequent Event

On January 3, 2011, the Company acquired 50% of AGCO-Amity JV, LLC (“AGCO-Amity JV”), for approximately $30.0 million, thereby creating a joint venture between the Company and Amity Technology LLC. AGCO-Amity JV is located in North Dakota and manufactures air-seeding and tillage equipment. The investment was funded with available cash on hand. The Company analyzed the provision of ASU 2009-17 as it relates to the joint venture and has determined that it has a controlling financial interest in the joint venture as it has the power to direct the activities that most significantly impact the joint venture. Therefore, the Company intends to consolidate the joint venture’s operations in the Company’s results of operations and financial position commencing as of and from the date of the formation of the joint venture. The Company estimates that as a result of the transaction, approximately $19.7 million of goodwill and approximately $22.9 million of trademark, technology and distribution network intangible assets will be recorded, representing 100% of the value of these assets within the joint venture’s financial position. The goodwill will be reported within the Company’s North American geographical reportable segment.

101

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls or the Company’s internal controls will prevent all errors and all fraud. However, our principal executive officer and principal financial officer have concluded the Company’s disclosure controls and procedures are effective at the reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected. We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, 2010, have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements for external purposes in accordance with generally accepted accounting principles. In assessing the effectiveness of the Company’s internal controls over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control — Integrated Framework.”

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. Based on this assessment, management believes that, as of December 31, 2010, the Company’s internal control over financial reporting is effective based on the criteria referred to above.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as a result of the Company’s processes to comply with the Sarbanes-Oxley Act of 2002, enhancements to the Company’s internal control over financial reporting were implemented as management addressed and remediated deficiencies that had been identified.

102

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

AGCO Corporation:

We have audited AGCO Corporation’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). AGCO Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, AGCO Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of AGCO Corporation as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated February 25, 2011 expressed an unqualified opinion on those consolidated financial statements.

/s/  KPMG LLP

Atlanta, Georgia

February 25, 2011

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Item 9B.   Other Information

Effective February 24, 2011, the Company amended its By-laws in order to provide for a majority voting and, when applicable, proxy access, to require the designation of a lead independent director and otherwise to update its Bylaws to reflect various current practices.

PART III

The information called for by Items 10, 11, 12, 13 and 14, if any, will be contained in our Proxy Statement for the 2011 Annual Meeting of Stockholders which we intend to file in March 2011.

Item 10.   Directors, Executive Officers and Corporate Governance

The information with respect to directors and committees required by this Item set forth in our Proxy Statement for the 2011 Annual Meeting of Stockholders in the sections entitled “Election of Directors,” “Directors Continuing in Office” and “Board of Directors and Certain Committees of the Board” is incorporated herein by reference. The information with respect to executive officers required by this Item set forth under the heading “Executive Officers of the Registrant” in Part I of this Form 10-K and our Proxy Statement for the 2011 Annual Meeting of Stockholders in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

The information under the heading “Available Information” set forth in Part I of this Form 10-K is incorporated herein by reference. The code of conduct referenced therein applies to our principal executive officer, principal financial officer, principal accounting officer and controller and the persons performing similar functions.

Item 11.   Executive Compensation

The information with respect to executive compensation and its establishment required by this Item set forth in our Proxy Statement for the 2011 Annual Meeting of Stockholders in the sections entitled “Board of Directors and Certain Committees of the Board,” “Compensation Committee Interlocks and Insider Participation,” “Executive Compensation” and “Compensation Committee Report” is incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

(a)   Securities Authorized for Issuance Under Equity Compensation Plans

AGCO maintains its 2006 Plan and its Option Plan pursuant to which we may grant equity awards to eligible persons. For additional information, see Note 10, “Stock Incentive Plans”, in the Notes to Consolidated Financial Statements included in this filing. The following table gives information about equity awards under our Plans.

	(a)		(b)		(c)
					Number of Securities
	Number of Securities		Weighted-Average		Remaining Available for Future
	to be Issued		Exercise Price		Issuance Under Equity
	upon Exercise		of Outstanding		Compensation Plans
	of Outstanding		Awards Under		(Excluding Securities Reflected
Plan Category	Awards Under the Plans		the Plans		in Column (a))
Equity compensation plans approved by security holders		2,733,727	$	29.26		2,694,564
Equity compensation plans not approved by security holders		—		—		—
Total		2,733,727	$	29.26		2,694,564

(b)   Security Ownership of Certain Beneficial Owners and Management

The information required by this Item set forth in our Proxy Statement for the 2011 Annual Meeting of Stockholders in the section entitled “Principal Holders of Common Stock” is incorporated herein by reference.

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Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by this Item set forth in our Proxy Statement for the 2011 Annual Meeting of Stockholders in the section entitled “Certain Relationships and Related Transactions” is incorporated herein by reference.

Item 14.   Principal Accountant Fees and Services

The information required by this Item set forth in our 2011 Proxy Statement for the Annual Meeting of Stockholders in the sections entitled “Audit Committee Report” and “Board of Directors and Certain Committees of the Board” is incorporated herein by reference.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Form 10-K:

(1) The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm for AGCO Corporation and its subsidiaries are presented under Item 8 of this Form 10-K.

(2) Financial Statement Schedules:

The following Consolidated Financial Statement Schedule of AGCO Corporation and its subsidiaries are included herein and follow this report.

Schedule	Description
Schedule II	Valuation and Qualifying Accounts

Schedules other than that listed above have been omitted because the required information is contained in Notes to the Consolidated Financial Statements or because such schedules are not required or are not applicable.

(3) The following exhibits are filed or incorporated by reference as part of this report. Each management contract or compensation plan required to be filed as an exhibit is identified by an asterisk (*).

				The Filings Referenced for
Exhibit				Incorporation by Reference are
Number			Description of Exhibit	AGCO Corporation
	3	.1	Certificate of Incorporation	June 30, 2002, Form 10-Q, Exhibit 3.1
	3	.2	By-Laws	Filed herewith
	4	.1	Rights Agreement	March 31, 1994, Form 10-Q; August 8, 1999, Form 8-A/A, Exhibit 4.1 April 23, 2004, Form 8-A/A, Exhibit 4.1
	4	.2	Indenture dated as of December 23, 2003	January 7, 2004, Form 8-K, Exhibit 4.1; May 26, 2005, Registration Statement No. 333-125255, Exhibit 4.2
	4	.3	Indenture dated as of April 23, 2004	April 15, 2004, Form 8-K, Exhibit 4.1
	4	.4	Indenture dated as of December 4, 2006	December 4, 2006, Form 8-K, Exhibit 10.1
	10	.1	2006 Long Term Incentive Plan*	June 30, 2008, Form 10-Q, Exhibit 10.3
	10	.2	Form of Non-Qualified Stock Option Award Agreement*	March 31, 2006, Form 10-Q, Exhibit 10.2
	10	.3	Form of Incentive Stock Option Award Agreement*	March 31, 2006, Form 10-Q, Exhibit 10.3
	10	.4	Form of Stock Appreciation Rights Agreement*	March 31, 2006, Form 10-Q, Exhibit 10.4
	10	.5	Form of Restricted Stock Agreement*	March 31, 2006, Form 10-Q, Exhibit 10.5
	10	.6	Form of Performance Share Award*	March 31, 2006, Form 10-Q, Exhibit 10.6
	10	.7	2001 Stock Option Plan*	March 31, 2001, Form 10-Q, Exhibit 10.2

105

				The Filings Referenced for
Exhibit				Incorporation by Reference are
Number			Description of Exhibit	AGCO Corporation
	10	.8	1991 Stock Option Plan*	December 31, 1998, Form 10-K, Exhibit 10.8
	10	.9	Form of Stock Option Agreements*	Registration Statement #33-43437
	10	.10	Management Incentive Plan*	June 30, 2008, Form 10-Q, Exhibit 10.4
	10	.11	Amended and Restated Executive Non qualified Pension Plan*	March 31, 2010, Form 10-Q, Exhibit 10.1
	10	.12	Employment and Severance Agreement with Martin H. Richenhagen*	December 31, 2009, Form 10-K, Exhibit 10.12
	10	.13	Employment and Severance Agreement with Andrew H. Beck*	March 31, 2010, Form 10-Q, Exhibit 10.2
	10	.14	Employment and Severance Agreement with Andre M. Carioba*	December 31, 2008, Form 10-K, Exhibit 10.15
	10	.15	Employment and Severance Agreement with Gary L. Collar*	June 30, 2008, Form 10-Q, Exhibit 10.6
	10	.16	Employment and Severance Agreement with Hubertus Muehlhaeuser*	June 30, 2008, Form 10-Q, Exhibit 10.7
	10	.17	Credit Agreement dated as of May 16, 2008	May 22, 2008, Form 8-K, Exhibit 10.1; December 31, 2009, Form 10-K, Exhibit 10.18
	10	.18	U.S. Receivables Purchase Agreement, dated December 22, 2009	December 23, 2009, Form 8-K, Exhibit 10.1
	10	.19	Canadian Receivables Purchase Agreement, dated December 22, 2009	December 23, 2009, Form 8-K, Exhibit 10.2
	10	.20	European Receivables Transfer Agreement, dated October 13, 2006	September 30, 2006, Form 10-Q, Exhibit 10.1; December 31, 2009, Form 10K, Exhibit 10.21; June 30, 2010, Form 10-Q, Exhibit 10.1
	10	.21	French Receivables Purchase Agreement, dated February 19, 2010	December 31, 2009, Form 10-K, Exhibit 10.22
	10	.22	Sparex Holdings Ltd Purchase Agreement, dated November 4, 2010	Filed herewith
	10	.23	Laverda S.p.A. Purchase Agreement, dated October 29, 2010	Filed herewith
	10	.24	Current Director Compensation	Filed herewith
	21	.0	Subsidiaries of the Registrant	Filed herewith
	23	.1	Consent of KPMG LLP	Filed herewith
	24	.0	Powers of Attorney	Filed herewith
	31	.1	Certification of Martin Richenhagen	Filed herewith
	31	.2	Certification of Andrew H. Beck	Filed herewith
	32	.1	Certification of Martin Richenhagen and Andrew H. Beck	Filed herewith
	101	.INS	XBRL Instance Document	*
	101	.SCH	XBRL Taxonomy Extension Schema	*
	101	.CAL	XBRL Taxonomy Extension Calculation Linkbase	*
	101	.LAB	XBRL Taxonomy Extension Label Linkbase	*
	101	.PRE	XBRL Taxonomy Extension Presentation Linkbase	*

  * Users of this data are advised pursuant to Rule 406T of Regulation S-T that XBRL (Extensible Business Reporting Language) information is deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

106

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AGCO Corporation

By:  /s/  MARTIN RICHENHAGEN

Martin Richenhagen

Chairman of the Board, President

and Chief Executive Officer

Dated: February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.

Signature	Title	Date
/s/  MARTIN RICHENHAGEN Martin Richenhagen	Chairman, President and Chief Executive Officer	February 25, 2011
/s/  ANDREW H. BECK Andrew H. Beck	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 25, 2011
/s/  P. GEORGE BENSON * P. George Benson	Director	February 25, 2011
/s/  HERMAN CAIN * Herman Cain	Director	February 25, 2011
/s/  WOLFGANG DEML * Wolfgang Deml	Director	February 25, 2011
/s/  LUIZ F. FURLAN * Luiz F. Furlan	Director	February 25, 2011
/s/  GERALD B. JOHANNESON * Gerald B. Johanneson	Director	February 25, 2011
/s/  THOMAS W. LASORDA* Thomas W. Lasorda	Director	February 25, 2011
/s/  GEORGE E. MINNICH * George E. Minnich	Director	February 25, 2011
/s/  CURTIS E. MOLL * Curtis E. Moll	Director	February 25, 2011

107

Signature	Title	Date
/s/  GERALD L. SHAHEEN * Gerald L. Shaheen	Director	February 25, 2011
/s/  HENDRIKUS VISSER * Hendrikus Visser	Director	February 25, 2011
*By: /s/  ANDREW H. BECK Andrew H. Beck Attorney-in-Fact		February 25, 2011

108

ANNUAL REPORT ON FORM 10-K
ITEM 15 (A)(2)
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 2010

II-1

SCHEDULE II

AGCO CORPORATION AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(In millions)

			Additions
	Balance at				Charged to					Foreign
	Beginning		Acquired		Costs and					Currency		Balance at
Description	of Period		Businesses		Expenses		Deductions			Translation		End of Period(1)
Year ended December 31, 2010
Allowances for sales incentive discounts	$	97.5	$	—	$	204.8	$	(203.6	)	$	—	$	98.7
Year ended December 31, 2009
Allowances for sales incentive discounts	$	125.1	$	—	$	199.1	$	(226.7	)	$	—	$	97.5
Year ended December 31, 2008
Allowances for sales incentive discounts	$	107.9	$	—	$	193.9	$	(176.7	)	$	—	$	125.1

			Additions
	Balance at				Charged to					Foreign
	Beginning		Acquired		Costs and					Currency			Balance at
Description	of Period		Businesses		Expenses		Deductions			Translation			End of Period
Year ended December 31, 2010
Allowances for doubtful accounts	$	35.0	$	0.6	$	0.1	$	(5.4	)	$	(1.0	)	$	29.3
Year ended December 31, 2009
Allowances for doubtful accounts	$	28.1	$	—	$	7.1	$	(6.7	)	$	6.5		$	35.0
Year ended December 31, 2008
Allowances for doubtful accounts	$	34.5	$	—	$	2.1	$	(3.5	)	$	(5.0	)	$	28.1

			Additions
	Balance at		Charged to								Foreign
	Beginning		Costs and		Reversal of						Currency			Balance at
Description	of Period		Expenses		Accrual			Deductions			Translation			End of Period
Year ended December 31, 2010
Accruals of severance, relocation and other integration costs	$	8.2	$	4.9	$	(0.5	)	$	(9.9	)	$	(0.5	)	$	2.2
Year ended December 31, 2009
Accruals of severance, relocation and other integration costs	$	—	$	13.2	$	—		$	(5.0	)	$	—		$	8.2
Year ended December 31, 2008
Accruals of severance, relocation and other integration costs	$	0.9	$	0.2	$	(0.4	)	$	(0.7	)	$	—		$	—

			Additions
					Charged
	Balance at				(Credited) to					Foreign
	Beginning		Acquired		Costs and					Currency			Balance at
Description	of Period		Businesses		Expenses(2)			Deductions		Translation			End of Period
Year ended December 31, 2010
Deferred tax valuation allowance	$	261.7	$	0.6	$	1.6		$	—	$	(1.4	)	$	262.5
Year ended December 31, 2009
Deferred tax valuation allowance	$	294.4	$	—	$	(38.0	)	$	—	$	5.3		$	261.7
Year ended December 31, 2008
Deferred tax valuation allowance	$	287.5	$	—	$	14.6		$	—	$	(7.7	)	$	294.4

(1)	As of December 31, 2010, approximately $87.4 million of this balance was recorded within “Accrued expenses” and approximately $11.3 million was recorded within “accounts receivable allowances” in the Company’s Consolidated Balance Sheets.
(2)	Amounts charged through other comprehensive income during the years ended December 31, 2010, 2009 and 2008 were $0.9 million, $0.8 million and $7.7 million, respectively.

II-2

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS
OF
AGCO CORPORATION
(reflecting amendments through February 24, 2011)

ARTICLE I
Stockholders Meetings

     1. Places of Meetings. All meetings of stockholders shall be held at such place or places in or outside of Delaware as the Board of Directors may from time to time determine or as may be designated in the notice of meeting or waiver of notice thereof, subject to any provisions of the laws of Delaware.

     2. Annual Meetings. Unless otherwise determined from time to time by the Board of Directors, the annual meeting of stockholders shall be held each year for the election of directors and the transaction of such other business as may properly come before the meeting on the first Monday in the fourth month following the close of the fiscal year commencing at some time between 10 A.M. and 3 P.M., if not a legal holiday and if a legal holiday, then on the day following at the same time. If the annual meeting is not held on the date designated, it may be held as soon thereafter as convenient and shall be called the annual meeting. Written notice of the time and place of the annual meeting shall be given to each stockholder entitled to vote not less than the minimum nor more than the maximum number of days permitted under the laws of Delaware prior to the scheduled date thereof, unless such notice is waived as provided by Article VIII of these By-Laws. Such notice shall be given either by mail to the stockholder’s address as it appears on the records of the corporation or by a form of electronic transmission consented to by the stockholder.

     3. Special Meetings. A special meeting of stockholders may be called at any time by order of the Board of Directors or the executive committee. Written notice of the time, place and specific purposes of such meetings shall be given to each stockholder entitled to vote thereat not less than the minimum nor more than the maximum number of days prior to the scheduled date thereof permitted under the laws of Delaware, unless such notice is waived as provided in Article VIII of these By-Laws. Such notice shall be given either by mail to the stockholder’s address as it appears on the records of the corporation or by a form of electronic transmission consented to by the stockholder.

     4. Meetings Without Notice. Meetings of the stockholders may be held at any time without notice when all the stockholders entitled to vote thereat are present in person or by proxy or have waived notice.

     5. Voting. At all meetings of stockholders, each stockholder entitled to vote on the record date as determined under Article V, Section 3 of these By-Laws or if not so determined as prescribed under the laws of Delaware shall be entitled to one vote for each share of stock standing on record in his name, subject to any restrictions or qualifications set forth in the certificate of incorporation or any amendment thereto. Except as provided in this Article I, Section 5, each director shall be elected by the vote of the majority of the votes cast with respect

1

to the nominee at any meeting for the election of directors; provided, however, that each director shall be elected by the vote of a plurality of votes cast on the election of directors at any meeting of stockholders for which (i) the secretary of the corporation receives a notice that a stockholder has nominated a person for election to the Board of Directors in compliance with the notice requirements for stockholder nominees for director set forth under Article I, Section 10 of these By-Laws, and (ii) such nomination has not been withdrawn on or prior to the tenth day preceding the date the corporation first mails its notice of meeting to the stockholders (a “contested election”). For purposes of this Article I, Section 5, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election.

     If in the absence of a contested election a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Governance Committee shall consider the resignation and make a recommendation to the Board of Directors as to whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors must act on the resignation, taking into account the Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the resignation within 90 days from the date of the certification of the stockholder vote. The Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that they consider appropriate and relevant. A director who tenders his or her resignation shall not participate in the recommendation of the Governance Committee or the decision of the Board of Directors with respect to his or her resignation, but may participate with respect to the resignations of other directors.

     If a director’s resignation is accepted by the Board of Directors, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Article IV, Section 2 of these By-Laws or may decrease the size of the Board of Directors pursuant to the provisions of Article II Section 1 of these By-Laws.

     6. Quorum. At any stockholders’ meeting, a majority of the number of shares of stock outstanding and entitled to vote thereat (for even a single matter, including a procedural matter) present in person or by proxy shall constitute a quorum but a smaller interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice, subject to such limitation as may be imposed under the laws of Delaware. When a quorum is present at any meeting, a majority of the votes cast, excluding abstentions and broker (and similar) non-votes, shall decide any question brought before such meeting unless the question is one upon which a different vote is required by express provision of the laws of Delaware, federal law, the certificate of incorporation or these By-Laws, or, to the extent permitted by the laws of Delaware, the Board of Directors has expressly provided that some other vote shall be required, in which case such express provisions shall govern.

2

     7. List of stockholders. At least ten days before every meeting, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each stockholder, shall be prepared by the secretary or the transfer agent in charge of the stock ledger of the corporation. Such list shall be open for examination by any stockholder as required by the laws of Delaware. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine such list or the books of the corporation or to vote in person or by proxy at such meeting.

     8. No Action in Writing. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

     9. Notice of Business. No business may be transacted at any meeting of stockholders, whether annual or special, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the meeting by any stockholder of the corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 9 of this Article I and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in Section 10 of this Article I. Clause (c) of this Section 9 shall be the exclusive means for a stockholder to nominate any person for election as a director or submit other business before the meeting (other than proposals brought under Rule 14a-8 or nominations pursuant to Rule 14a-11under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the Corporation’s notice of meeting, which proposals and nominations are not governed by these By-Laws to the extent that the Exchange Act or the rules thereunder are inconsistent with these By-Laws).

     If the chairman of a meeting determines that business was not properly brought before the meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

     10. Notice of Stockholder Nominees and Proposals. In addition to any other applicable requirements for business to be properly brought before a meeting, whether annual or special, by a stockholder, such stockholder must have given timely notice thereof in proper written form to the secretary of the corporation in compliance with the requirements of this Section 10 of this Article I. This Section 10 shall constitute an “advance notice provision” for annual meetings for the purposes of Rule 14a-4(c)(1) under the Exchange Act.

     In the case of a meeting of stockholders which is an annual meeting, to be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be

3

timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs. In the case of a meeting of stockholders which is not an annual meeting, to be timely, a stockholder’s notice to the secretary must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than forty-five (45) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10^th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs.

     To be in proper written form, whether in regard to a nominee for election to the Board of Directors or other business, a stockholder’s notice to the secretary must set forth as to each matter such stockholder proposes to bring before the meeting (i) a brief description of the business described to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) as to such stockholder and, if such stockholder holds for the benefit of another, the beneficial owner on whose behalf the nomination or proposal is made, the following information: (A) the name and record address of such stockholder and, if such stockholder holds for the benefit of another, the name and record address of such beneficial owner (collectively, the “Holder”); (B) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record; (C) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the corporation or with a value derived in whole or in part from the value of any class or series of capital stock of the corporation, whether or not the instrument or right shall be subject to settlement in the underlying class or series of capital stock of the corporation or otherwise (a “Derivative Instrument”) that is directly or indirectly owned beneficially by the Holder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any class or series of capital stock of the corporation; (D) any proxy, contract, arrangement, understanding or relationship pursuant to which the Holder has a right to vote or has granted a right to vote any shares of any security of the corporation; (E) any short interest in any security of the corporation (for the purposes of these By-Laws a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any proxy, contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (F) any rights to dividends on any class or series of capital stock of the corporation owned beneficially by the Holder that are separated or separable from the underlying capital stock of the corporation; (G) any proportionate interest in any class or series of capital stock of the corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Holder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity; (H) any performance-related fees (other than an asset-based fee) that the Holder is entitled to based on any increase or decrease in the value of any class or series of any capital stock of the corporation or Derivative

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Instruments, if any; (I) any arrangements, rights, or other interests described in Clauses (C) through (H) of this paragraph held by members of such Holder’s immediate family sharing the same household; (J) any other information relating to the Holder that is required to be disclosed in solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations thereunder; and (K) any other information as reasonably requested by the corporation, (iii) a description of all agreements, arrangements or understandings between the Holder and any other person or persons (including their names) in connection with the proposal of such business by the Holder and any material interest of the Holder in such business, (iv) a representation that the Holder intends to appear in person or by proxy at the meeting to bring such business before the meeting, and (v) in the case of the nomination of a person as a director, a brief description of the background and credentials of such person including (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the corporation which are beneficially owned by such person, and (D) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or as otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected).

     For the avoidance of doubt, no person nominated by a stockholder of the corporation shall be eligible for election as a director of the corporation unless nominated by such stockholder in accordance with the procedures set forth in Rule 14a-11 under the Exchange Act and, to the extent not inconsistent with such Rule or the other provisions of the Exchange Act, the procedures set forth in this Section 10, even if the election of directors otherwise is a matter of business properly before the meeting.

ARTICLE II
Board of Directors

     1. Number and Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. There shall be one class of directors constituting the entire Board of Directors. Beginning with the directors elected at the annual meeting of stockholders held in 2010, each director shall be elected annually for a term of one year. The terms of directors holding office at the time of the annual meeting of stockholders held in 2010 whose terms do not expire at such meeting shall continue in office until expiration of their original terms. Each director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

     Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred stock issued by the corporation, if any, shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election,

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term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the certificate of incorporation applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by such terms.

     2. Powers. The business and affairs of the Corporation shall be carried on by or under the direction of the Board of Directors, which shall have all the powers authorized by the laws of Delaware, subject to such limitations as may be provided by the certificate of incorporation or these By-Laws.

     3. Compensation. The Board of Directors may from time to time by resolution authorize the payment of fees or other compensation to the directors for services as such to the corporation, including, but not limited to, fees for attendance at all meetings of the board or of the executive or other committees, and determine the amount of such fees and compensation. Directors shall in any event be paid their traveling expenses for attendance at all meetings of the board or of the executive or other committees. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor in amounts authorized or otherwise approved from time to time by the board or the executive committee.

     4. Meetings and Quorum. Meetings of the Board of Directors may be held either in or outside of Delaware. A quorum shall be one-third the then authorized total number of directors, but not less than two directors. A director will be considered present at a meeting, even though not physically present, to the extent and in the manner authorized by the laws of Delaware.

     The Board of Directors elected at any annual stockholders’ meeting shall, at the close of that meeting without further notice if a quorum of directors be then present or as soon thereafter as may be convenient, hold a meeting for the election of officers and the transaction of any other business. At such meeting they shall elect a president, a secretary and a treasurer, and such other officers as they may deem proper, none of whom except the chairman of the board, if elected, need be members of the Board of Directors.

     The Board of Directors may from time to time provide for the holding of regular meetings with or without notice and may fix the times and places at which such meetings are to be held. Meetings other than regular meetings may be called at any time by the president or the chairman of the board and must be called by the president or by the secretary or an assistant secretary upon the request of any director.

     Notice of each meeting, other than a regular meeting (unless required by the Board of Directors), shall be given to each director by mailing the same to each director at his residence or business address at least two days before the meeting or by delivering the same to him personally or by telephone or electronic transmission to him at least one day before the meeting unless, in case of exigency, the chairman of the board, the president or secretary shall prescribe a shorter notice to be given personally or by telephone or wireless electronic transmission to all or any one or more of the directors at their respective residences or places of business.

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     Notice of any meeting shall state the time and place of such meeting, but need not state the purpose thereof unless otherwise required by the laws of Delaware, the certificate of incorporation, the By-Laws, or the Board of Directors.

     5. Executive Committee. The Board of Directors may by resolution passed by a majority of the whole board provide for an executive committee of two or more directors and shall elect the members thereof to serve during the pleasure of the board and may designate one of such members to act as chairman. The Board of Directors may at any time change the membership of the committee, fill vacancies in it, designate alternate members to replace any absent or disqualified members at any meeting of the committee, or dissolve it.

     During the intervals between the meetings of the Board of Directors, the executive committee shall perform all the powers of the Board except as limited by the laws of Delaware or by the certificate of incorporation or By-Laws.

     The executive committee may determine its rules of procedure and the notice to be given of its meetings, and it may appoint such committees and assistants as it shall from time to time deem necessary. A majority of the members of the committee shall constitute a quorum.

     6. Audit Committee. The Board of Directors shall appoint an audit committee consisting of not less than three Independent Directors (as hereinafter defined). In general, the audit committee shall assist the Board of Directors in its oversight of: (i) the integrity of the corporation’s financial statements; (ii) the corporation’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and dependence; and (iv) the performance of the corporation’s internal audit function and independent auditor. The audit committee also shall have such other duties and powers as shall be set forth from time to time in any charter for the audit committee adopted by the Board of Directors.

     7. Compensation Committee. The Board of Directors shall appoint a compensation committee consisting of not less than three Independent Directors (as hereinafter defined). In general, the compensation committee shall assist the Board of Directors in its oversight of: (i) assisting the Board of Directors with respect to the corporation’s compensation program and compensation of the corporation’s executives; and (ii) producing an annual report of the compensation committee on executive compensation for inclusion in the corporation’s annual proxy statement, and in accordance with applicable rules and regulation. The compensation committee also shall have such other duties and powers as shall be set forth from time to time in any charter for the compensation committee adopted by the Board of Directors.

     8. Governance Committee. The Board of Directors shall appoint a governance committee consisting of not less than three Independent Directors (as hereinafter defined). In general, the governance committee shall assist the Board of Directors in its oversight of: (i) identifying individuals qualified to become directors, consistent with criteria approved by the Board of Directors and recommending to the Board of Directors for selection the candidates for all directorships to be filled by the Board of Directors or by the stockholders; (ii) developing and recommending to the Board of Directors a set of corporate governance principles applicable to the corporation; and (iii) overseeing the evaluation of the Board of Directors and the chairman of

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the board’s relationship with the Board of Directors. The governance committee also shall have such other duties and powers as shall be set forth from time to time in any charter for the governance committee adopted by the Board of Directors.

     9. Other Committees. The Board of Directors may by resolution provide for such other committees as it deems desirable and may discontinue the same at its pleasure. Each such committee shall have the powers and perform such duties, not inconsistent with law, as may be assigned to it by the board.

     10. Action without Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes.

     11. Independence of Directors. The Board of Directors of the Company shall not knowingly (i) nominate a candidate for election to the Board of Directors or (ii) cause any vacancy on the Board of Directors to be filled by a director, that, in either case, would result in the Board of Directors being comprised of less than a majority of Independent Directors.

     For purposes of this Article II, “Independent Director” shall mean a Director who meets the independence requirements of Section 303A.02 of The New York Stock Exchange Listed Company Manual (as such section may be modified from time to time) and any applicable independence requirements under the Exchange Act.

ARTICLE III
Officers

     1. Titles and Election. The officers of the corporation shall be a president, a secretary and a treasurer, who shall initially be elected as soon as convenient by the Board of Directors and thereafter, in the absence of earlier resignations or removals, shall be elected at the first meeting of the Board following any annual stockholders’ meeting, each of whom shall hold office at the pleasure of the board except as may otherwise be approved by the board or executive committee, or until his earlier resignation, removal under these By-Laws or other termination of his employment. Any person may hold more than one office if the duties can be consistently performed by the same person, and to the extent permitted by the laws of Delaware.

     The Board of Directors, in its discretion, may also at any time elect or appoint a chairman of the Board of Directors who shall be a director, and one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as it may deem advisable, each of whom shall hold office at the pleasure of the board, except as may otherwise be approved by the board or executive committee, or until his earlier resignation, removal or other termination of employment, and shall have such authority and shall perform such duties as may be prescribed or determined from time to time by the board or in case of officers other than the chairman of the board, it not so prescribed or determined by the board, as the president or the then senior executive officer may prescribe or determine.

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     The Board of Directors may require any officer or other employee or agent to give bond for the faithful performance of his duties in such form and with such sureties as the board may require.

     2. Duties. Subject to such extension, limitations, and other provisions as the Board of Directors or the By-Laws may from time to time prescribe or determine, the following officers shall have the following powers and duties:

     (a) Chairman of the Board. The chairman of the board, when present, shall preside at all meetings of the stockholders and of the Board of Directors and shall be charged with general supervision of the management and policy of the corporation, and shall have such other powers and perform such other duties as the Board of Directors may prescribe from time to time. During any period when the chairman of the board is not an Independent Director, the corporation also shall have a lead Independent Director with such powers and duties as the Board of Directors shall establish.

     (b) President. Subject to the Board of Directors and the provisions of these By-Laws, the president shall be the chief executive officer of the corporation, shall exercise the powers and authority and perform all of the duties commonly incident to his office, shall in the absence of the chairman of the board preside at all meetings of the stockholders and of the Board of Directors if he is a director, and shall perform such other duties as the Board of Directors or executive committee shall specify from time to time. The president or a vice president, unless some other person is thereunto specifically authorized by the Board of Directors or executive committee, shall sign all bonds, debentures, promissory notes, deeds and contracts of the corporation.

     (c) Vice President. The vice president or vice presidents shall perform such duties as may be assigned to them from time to time by the Board of Directors or by the president if the board does not do so. In the absence or disability of the president, the vice presidents in order of seniority may, unless otherwise determined by the board, exercise the powers and perform the duties pertaining to the office of president, except that if one or more executive vice presidents has been elected or appointed, the person holding such office in order or seniority shall exercise the powers and perform the duties of the office of president.

     (d) Secretary. The secretary or in his absence the assistant secretary shall keep the minutes of all meetings of stockholders and of the Board of Directors, give and serve all notices, attend to such correspondence as may be assigned to him, keep in safe custody the seal of the corporation, and affix such seal to all such instruments properly executed as may require it, and shall have such other duties and powers as may be prescribed or determined from time to time by the Board of Directors or by the president if the board does not do so.

     (e) Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of the moneys, funds, valuable papers and documents of the corporation (other than his own bond, if any, which shall be in the custody of the president), and shall have all the powers and duties commonly incident to his office. He or his designee shall deposit all funds of

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the corporation in such bank or banks, trust company or trust companies, or with such firm or firms doing a banking business as may be designated by the Board of Directors or by the president if the board does not do so. He or his designee may endorse for deposit or collection all checks, notes, etc., payable to the corporation or to its order. He shall keep accurate books of account of the corporation’s transactions, which shall be the property of the corporation, and together with all its property in his possession, shall be subject at all times to the inspection and control of the Board of Directors. The treasurer shall be subject in every way to the order of the Board of Directors, and shall render to the Board of Directors and/or the president of the corporation, whenever they may require it, an account of all his transactions and of the financial condition of the corporation. In addition to the foregoing, the treasurer shall have such duties as may be prescribed or determined from time to time by the Board of Directors or by the president if the board does not do so.

     3. Delegation of Authority. The Board of Directors or the executive committee may at any time delegate the powers and duties of any officer for the time being to any other officer, director or employee.

     4. Compensation. The compensation of the chairman of the board, the president, all vice presidents, the secretary and the treasurer shall be fixed by the Board of Directors or the compensation committee, and the fact that any officer is a director shall not preclude him from receiving compensation or from voting upon the resolution providing the same.

ARTICLE IV
Resignations, Vacancies and Removals

     1. Resignations. Any director or officer may resign at any time by giving written notice thereof to the Board of Directors, the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of any resignation shall not be necessary to make it effective.

     2. Vacancies.

     (a) Directors. When the office of any directors, becomes vacant or unfilled whether by reason of death, resignation, removal, increase in the authorized number of directors or otherwise, such vacancy or vacancies may be filled by the remaining director or directors, although less than a quorum. Any director so elected by the Board of Directors shall serve until the election and qualification of his successor or until his earlier resignation or removal as provided in these By-Laws. The directors may also reduce their authorized number by the number of vacancies in the Board of Directors, provided such reduction does not reduce the board to less than the minimum authorized by the certificate of incorporation or the laws of Delaware.

     (b) Officers. The Board of Directors may at any time or from time to time fill any vacancy among the officers of the corporation.

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     3. Removals.

     (a) Directors. The stockholders may remove directors from office only for cause.

     (b) Officers. Subject to the provisions of any validly existing agreement, the Board of Directors may at any meeting remove from office any officer, with or without cause, and may elect or appoint a successor; provided that if action is to be taken to remove the president the notice of meeting or waiver of notice thereof shall state that one of the purposes thereof is to consider and take action on his removal.

ARTICLE V
Capital Stock

     1. Share Certificates. Certificates for shares of the capital stock of the corporation may be certificated or uncertificated, as provided under Delaware law, and in such form as may be prescribed or authorized by the Board of Directors, duly numbered and setting forth the number and kind of shares represented thereby. Any certificates representing shares of stock shall be entered in the books of the Corporation and registered as they are issued. Such certificates shall be signed by the chairman of the board, the president or a vice president and by the treasurer or an assistant treasurer or a secretary or an assistant secretary. Any or all of such signatures may be in facsimile if and to the extent authorized under the laws of Delaware.

     In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may nevertheless be issued and delivered by the Corporation with the same effect as if he, she, or it were such officer, transfer agent, or registrar at the date of issue.

     Within a reasonable time after the issuance of transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice that shall set forth the name of the corporation, that the corporation is organized under the laws of the State of Delaware, the name of the stockholder, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares of stock imposed by the corporation’s articles of incorporation, these By-Laws, any agreement among stockholders (known to the corporation) or any agreement between stockholders and the corporation.

     2. Transfer of Stock. Shares of the capital stock of the corporation shall be transferable only upon the books of the corporation upon the surrender of any certificate or certificates properly assigned and endorsed for transfer. If the corporation has a transfer agent or agents or transfer clerk and registrar of transfers acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

     Upon the receipt of proper transfer instructions from the registered owner of shares, such shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded upon the

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books of the corporation. If the corporation has a transfer agent or registrar acting on its behalf, the signature of any officer or representative thereof may be in facsimile.

     The Board of Directors may appoint a transfer agent and one or more co-transfer agents and a registrar and one or more co-registrars of transfer and may make or authorize the transfer agents to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of shares of stock.

     3. Record Dates.

     (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix in advance a record date which, in the case of a meeting, shall be not less than the minimum nor more than the maximum number of days prior to the scheduled date of such meeting permitted under the laws of Delaware and which, in the case of any other action, shall be not more than the maximum number of days prior to any such action permitted by the laws of Delaware.

     (b) If no such record date is fixed by the board, the record date shall be that prescribed by the laws of Delaware.

     (c) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to an adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     4. Lost Certificates. In case of loss or mutilation or destruction of a stock certificate, the corporation may issue (i) a new certificate or certificates for shares or (ii) uncertificated shares upon such terms as may be determined or authorized by the Board of Directors or by the president if the board or the executive committee does not do so.

ARTICLE VI
Fiscal Year, Bank Deposits, Checks, etc.

     1. Fiscal Year. The fiscal year of the corporation shall commence or end at such time as the Board of Directors may designate.

     2. Bank Deposits, Checks, etc. The funds of the corporation shall be deposited in the name of the corporation or of any division thereof in such banks or trust companies in the United States or elsewhere as may be designated from time to time by the Board of Directors, or by such officer or officers as the Board Directors may authorize to make such designations.

     All checks, drafts or other orders for the withdrawal of funds from any bank account shall be signed by such person or persons as may be designated from time to time by the Board of

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Directors or as may be designated by an officer or officers authorized by the Board of Directors to make such designations. The signatures on checks, drafts or other orders for the withdrawal of funds may be in facsimile if authorized in the designation.

ARTICLE VII
Books and Records

     1. Place of Keeping Books. Unless otherwise expressly required by the laws of Delaware, the books and records of the corporation may be kept outside of Delaware.

     2. Examination of Books. Except as may otherwise be provided by the laws of Delaware, the certificate of incorporation or these By-Laws, the Board of Directors shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions any of the accounts, records and books of the corporation are to be open to the inspection of any stockholder. No stockholder shall have any right to inspect any account or book or document of the corporation except as prescribed by statute or authorized by express resolution of the stockholders or of the Board of Directors.

ARTICLE VIII
Notices

     1. Requirements of Notice. Whenever notice is required to be given by statute, the certificate of incorporation or these By-Laws, it shall not mean personal notice unless so specified, but such notice may be given in writing by (a) depositing the same in a post office letter box, or mail chute, postpaid and addressed to the person to whom such notice is directed at the address of such person on the records of the corporation, (b) by a form of electronic transmission, consented to by the stockholder in the case of notices to stockholders and such notice shall be deemed given at the time when the same shall be thus mailed or sent.

     2. Waivers. Any stockholder, director or officer may, in writing or by electronic transmission, at any time waive any notice or other formality required by statute, the certificate of incorporation or these By-Laws. Such waiver of notice, whether given before or after any meeting or action, shall be deemed equivalent to notice. Presence of a stockholder either in person or by proxy at any stockholders’ meeting and presence of any director at any meeting of the Board of Directors or a committee thereof shall constitute a waiver of such notice as may be required by any statute, the certificate of incorporation or these By-Laws.

ARTICLE IX
Seal

     The corporate seal of the corporation shall consist of two concentric circles between which shall be the name of the corporation and in the center of which shall be inscribed “Corporate Seal, Delaware.”

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ARTICLE X
Powers of Attorney

     The Board of Directors or the executive committee may authorize one or more of the officers of the corporation to execute powers of attorney delegating to named representatives or agents power to represent or act on behalf of the corporation, with or without power of substitution.

     In the absence of any action by the board or the executive committee, the president, any vice president, the secretary or the treasurer of the corporation may execute for and on behalf of the corporation waivers of notice of stockholders’ meetings and proxies for such meetings in any company in which the corporation may hold voting securities.

ARTICLE XI
Indemnification of Directors and Officers

     1. Definitions. As used in this article, the term “person” means any past, present or future director or officer of the corporation or a designated officer of an operating division of the corporation.

     2. Indemnification Granted. The corporation shall indemnify, defend and hold harmless against all liability, loss and expenses (including attorneys’ fees reasonably incurred), to the full extent and under the circumstances permitted by the Delaware General Corporation Law of the State of Delaware in effect from time to time, any person as defined above, made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of the fact that he is or was a director, officer of the corporation or designated officer of an operating division of the corporation, or is or was as an employee or agent of the corporation acting as a director, officer, employee or agent of another company or other enterprise in which the corporation owns, directly or indirectly, an equity or other interest or of which it may be a creditor.

     If a person indemnified herein must retain an attorney directly, the corporation may, in its discretion, pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this article or otherwise.

     This right of indemnification shall not be deemed exclusive of any other rights to which a person indemnified herein may be entitled by By-Law, agreement, vote of stockholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, designated officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and other legal representatives of such person. It is not intended that the provisions of this article be applicable to, and they are not to be construed as granting indemnity with respect to, matters as to which indemnification would be in contravention of the

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laws of Delaware or of the United States of America whether as a matter of public policy or pursuant to statutory provision.

     3. Miscellaneous. The Board of Directors may also on behalf of the corporation grant indemnification to any individual other than a person defined herein to such extent and in such manner as the board in its sole discretion may from time to time and at any time determine.

ARTICLE XII
Amendments

     These By-Laws may be amended or repealed either:

     (a) at any meeting of stockholders at which a quorum is present by vote of a majority of the number of shares of stock entitled to vote present in person or by proxy at such meeting as provided in Article I Sections 5 and 6 of these By-Laws, or

     (b) at any meeting of the Board of Directors by a majority vote of the directors then in office;

provided the notice of such meeting of stockholders or directors or waiver of notice thereof contains a statement of the substance of the proposed amendment or repeal.

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EX-10.22

Exhibit 10.22

Share sale and purchase
agreement
relating to the entire issued
share capital of Sparex
Holdings Limited

Dated 2010

The Vendor (1)
The Purchaser (2)

1

TABLE OF CONTENTS

1 Interpretation	1
2 Sale and purchase of the Shares	12
3 Consideration	12
4 Condition	13
5 Conduct of the Business before Completion	14
6 Indebtedness	15
7 Completion	15
8 Indemnities	16
9 Warranties	16
10 Purchaser warranties and undertaking	17
11 Confidentiality	17
12 Access	18
13 Restrictions	18
14 Post Completion undertakings	19
15 Further assurance	19
16 Announcements	19
17 Entire agreement	20
18 Completion and rescission	20
19 Cumulative rights	20
20 Assignment and transfer	20
21 Costs and expenses	21
22 Waiver	21
23 Variation	21
24 Severance and nature of obligations	21
25 Notices	21
26 No set-off	22
27 Counterparts	22
28 Governing language	22
29 Governing law	23
30 Jurisdiction	23
31 Interpretation	23
32 Rights of third parties	24
33 Execution	24
SCHEDULE 1	25
Part 1: Particulars of the Company -	25
Part 2: Particulars of the Subsidiaries	26
SCHEDULE 2 - Completion Documents	50
Part 1: Documents which are to be delivered by the Vendor at Completion	50
Part 2: Documents which are to be delivered by the Purchaser at Completion	52
Part 3: Business to be transacted at meetings of the directors of the Company and each of the UK Subsidiaries	53
SCHEDULE 3 - The Properties	54
Part 1: Freehold Properties	54
Part 2: Leasehold Properties	54
Part 3: Overseas Properties	54
SCHEDULE 4 - Warranty statements	57
Part 1: Title and Capacity	57
Part 2: The Company and the Subsidiaries	59
Part 3: General corporate and accounts	61
Part 4: Commercial	64

Part 5: Employees	68
Part 6: Pension arrangements relating to the UK Subsidiaries	70
Part 7: Pension arrangements relating to the non-UK Subsidiaries	72
Part 8: Intellectual Property and Information Technology	73
Part 9: Property and Environmental	74
Part 10: Taxation	76
SCHEDULE 5 - Purchaser Warranties	77
SCHEDULE 6 - Limitations on liability under the Warranties	79
SCHEDULE 7 - Conduct of Business before Completion	87

Agreed Form Documents
1	Communications List
2	Disclosure Letter
3	Powers of attorney in favour of the Purchaser to exercise voting rights pending registration of the Purchaser as holder of the Shares
4	Letters of resignation of directors and secretary
5	Letter of resignation of the auditors
6	Board resolution of the Purchaser authorising the execution and performance by the Purchaser of its obligations under this Agreement
7	Evidence of the Vendor’s authority in respect of the execution and performance by the Vendor of its obligations under this Agreement
8	Data Room Index
9	Tax Deed
10	Announcement
11	Letter of No Indebtedness
12	Debt Certificate
13	Agreed Indebtedness Spreadsheet
14	Deeds of Release
15	Forms DS1
16	Details of the Bank Accounts

	DATE	2010
	PARTIES
(1)	Rubicon Partners Industries LLP, a limited liability partnership registered in England and Wales with number OC304887 and whose registered office is at 2B Sidings Court, Doncaster, South Yorkshire DN4 5NU (the “Vendor”); and
(2)	AGCO International Holdings BV with company number 12067080 whose registered office is at Horsterweg 66a, 5971 NG, Grubbenvorst, The Netherlands (the “Purchaser”).
	INTRODUCTION
(A)	Sparex Holdings Limited was incorporated in England and Wales on 7 October 2005 and is registered under number 0558609 as a private company limited by shares. The Vendor is the sole beneficial owner of the Company.
(B)	The Company is the parent holding company of the Subsidiaries.
(C)	The main activity of the Subsidiaries is the distribution of generic agricultural accessories, tractor replacement parts and machinery implement parts servicing the agricultural after market.
(D)	The Vendor is willing to sell or procure the sale and the Purchaser is willing to purchase the Shares on the terms and subject to the conditions of this Agreement.
	OPERATIVE PROVISIONS
1	Interpretation
1.1	In this Agreement, except where a different interpretation is necessary in the context, the following expressions shall have the following meanings:
	Accounts	the Company Accounts, the Sparex Limited Accounts and the Spenco Accounts
	Act	any statute or statutory instrument including any amendment or re-enactment of it for the time being in force and all orders, instruments, regulations, notices, directions, bye-laws, permissions, consents, licences, authorisations, permits and plans for the time being made or issued under it or deriving validity from it and any other obligation imposed by law and all regulations laws and directives made or issued by or with the authority of The European Commission and/or the Council of Ministers
	Adjusted Cash Amount	the reconciled cash book balance set out in the Cash Adjustment E-mail and referred to in sub-paragraph (c) of the definition “Cash Adjustment E-mail”
	Affiliate	in relation to any body corporate (whether or not registered in the United Kingdom), any holding company or subsidiary of such body corporate or any subsidiary of a holding company of such body corporate in each case from time to time
	Agreed Indebtedness Spreadsheet	a spreadsheet, in the agreed form, showing the Holdings Debt Balance and Sparex Debt Balance at the date of this Agreement as an amount equal to £55,656,668.52 and £20,036,079.68, respectively

1

this Agreement	this agreement including the Introduction and the Schedules
Applicable Laws	the laws, regulations, directives, statutes, subordinate legislation, common law and civil codes of any jurisdiction, all judgments, orders, notices, instructions, decisions and awards of any court or competent authority or tribunal and all codes of practice having force of law, statutory guidance and policy notes
Authorised Dealer	in relation to any transaction in respect of foreign exchange in South Africa, a person authorised by the National Treasury of South Africa to deal in foreign exchange
‘A’ Warranties	the warranties referred to in clause 9.1(a) and set out in Parts 1 (Title and Capacity), 2 (The Company and the Subsidiaries), 3 (General Corporate and Accounts), 6 (Pension arrangements relating to the UK subsidiaries) and 10 (Taxation), in each case of Schedule 4
Balancing Payment	a payment made pursuant to paragraph 7A or 7C schedule 28AA ICTA or Chapter 6 of part 4 of the Taxation (International and Other Provisions) Act 2010
Bank Accounts	each of the bank accounts details of which are set out in the spreadsheet, in the agreed form, for these purposes
Board(s)	the board of directors for the time being of the Purchaser and of the Company as specifically referred to
Books and Records	has its common law meaning and includes, without limitation, all notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and all computer disks or tapes or other machine legible programs or other records (excluding software)
the Business	the business of the Company and the Subsidiaries described in the Introduction and any other business of the Subsidiaries carried on by them at the date of this Agreement
Business Day	a day (other than a Saturday or a Sunday) on which banks are open for business (other than solely for trading and settlement in euro) in London
‘B’ Warranties	the warranties given in Parts 4 (Commercial), 5 (Employees), 7 (Pension arrangements relating to Non-UK Subsidiaries), 8 (Intellectual Property and Information Technology) and 9 (Property and Environmental), in each case of Schedule 4 and for the avoidance of doubt, other than the ‘A’ Warranties
Cash Adjustment E-mail	an email sent to the Vendor and the Purchaser from one of the Key Employees containing the following:
	(a) copies of bank statements in respect of each of the Bank Accounts as at the close of business on 26 November 2010;
	(b) a spreadsheet, prepared by Sparex Limited, setting

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	out, in respect of each of the Bank Accounts. uncleared receipts and uncleared payments as at 26 November 2010;
	(c)  the reconciled cash book balance, being the aggregate balances of each of the Bank Accounts as set out in each of the said bank statements plus the aggregate balances of each of the said uncleared receipts and minus the aggregate balance of each of the said uncleared payments
Claim	a claim for a breach of Warranty
Communications List	the list, in the agreed form, setting out the details of the postal addresses, fax numbers and email addresses of each of the parties to this Agreement as at the date of this Agreement
the Company	Sparex Holdings Limited, brief particulars of which are set out in Part 1 of Schedule 1
the Company Accounts	the audited balance sheet of the Company for the financial period ended on the Company Accounts Date and the audited profit and loss account of the Company for the financial period ended on the Company Accounts Date, together with the directors’ report and other documents required by law to be annexed thereto
the Company Accounts Date	31 December 2009
Company Accounts Standards	in relation to the accounts of any body corporate incorporated in the United Kingdom, the applicable requirements of the Companies Acts 1985 to 2006, together with accounting principles, standards and practices which are generally accepted in the United Kingdom, in each case as at the date of the relevant accounts
the Company’s Auditors	PricewaterhouseCoopers LLP
Compensating Adjustment Provisions	paragraphs 6 to 6E inclusive of Sch 28AA of ICTA and Chapter 4 of Part 4 of the Taxation (International and Other Provisions) Act 2010
Complete Filing	as defined in clause 4.1(a)
Completion	completion of the sale and purchase of the Shares in accordance with the terms of clause 7
Completion Date	the date on which Completion takes place in accordance with clause 7 of this Agreement
Composite Guarantee and Debenture	means the composite guarantee and debenture entered into between, amongst others, the Vendor, the Company, Anglehawk Limited, Sparex Limited and Spenco Engineering Co Limited and Royal Bank of Scotland plc as agent and trustee for itself and for the Secured Parties (as defined therein)
Condition	as defined in clause 4.1
Confidential Information	all technical, financial, commercial and other information of a

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	confidential nature relating to the Business, including without limitation, trade secrets, know-how, inventions, product information and unpublished information relating to Intellectual Property, object code and source code relating to software, marketing and business plans, projections, current or projected plans or internal affairs of any of the Company and/or the Subsidiaries, secret or confidential information, current and/or prospective suppliers and customers (including any customer or supplier lists) and any other person who has had material dealings with them
Consideration	the consideration referred to in clause 3.1
Data Room	the documents and information contained or referred to in the electronic data room, virtually hosted and maintained by High Q, and made available on or before 4 November 2010 to the Purchaser and its advisers in relation to the Group and the Business and listed in the Data Room Index
Data Room Index	the index, in the agreed form, (and annexed to the Disclosure Letter) of the documents and information contained in the Data Room
Debt Certificate	a certificate, in the agreed form, delivered by the Vendor to the Purchaser on or before the Completion Date certifying the amount of the Intra-Group Indebtedness
Designated Account	such bank account, the details of which the Vendor notifies to the Purchaser in writing prior to the Completion Date
Disclosed Financial Indebtedness	means the Financial Indebtedness disclosed at items 4.12.4.1, 4.19.4.1 and 4.20.4.1 of the index of the Data Room made available by the Vendor to the Purchaser
Disclosure Documents	the Disclosure Letter, the documents attached thereto as listed in the schedule annexed to the Disclosure Letter and each and every document contained in the Data Room
the Directors	the persons specified as directors of the Company in Schedule 1 (the expression “Director” meaning any of them)
the Disclosure Letter	a letter in the agreed form bearing the same date as this Agreement from the Vendor to the Purchaser, delivered to the Purchaser immediately before execution of this Agreement, for which the Purchaser has acknowledged receipt
Domain Names	www.sparex.com, www.sparex.co.uk, www.sparexusa.com, www.sparex.es, www.sparex.ie, www.sparex.com.au, www.sparex.nl, www.sparex.fr and www.spenco.co.uk
Effective Date	31 December 2010 or, if earlier, the Completion Date
Employee	means any individual who has entered into or works under a contract of employment or any other contract with a Subsidiary whereby the individual undertakes to do or perform personally any work or services (save where the relevant Subsidiary’s status by virtue of that contract is that of a client or customer of

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	any profession or business undertaking carried on by an individual), and any other individual within the definition of “employee” or “worker” in respect of Applicable Laws. “Employees” shall be construed accordingly
Encumbrances	any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest or title retention or any other agreement or arrangement having a similar effect or any agreement to create any of the foregoing
Environment	air, water, land, buildings, structures, enclosures, or other constructions, flora or fauna but not including humans
Environmental Law	the laws which are binding on the Company and the Subsidiaries (including common laws, statutes and subordinate legislation), treaties, conventions, regulations, codes of practice or guidance notes (in each case having the force of law) concerning the Environment
Environmental Permit	any consent, permission, licence, accreditation, approval or authorisation issued, registration made or exemption granted, pursuant to Environmental Law
Environmental Reports	(a) the environmental due diligence assessments of the following properties dated October 2010 carried out by Waterman Energy, Environment & Design Limited:
	(i) Sparex Limited — Exeter Airport, Devon, EX5 2lJ;
	(ii) Sparex Inc. — 190 Lena Drive. Aurora, Ohio, 44202, USA;
	(iii) Sparex (Tractor Accessories) Ltd — Bally Griffin, Grannagh, Via Waterford, Ireland;
	(iv) Sparex Maschinenzubehoer — Handels GmbH — Hunnenbrunn, Gewerbezone 11, A-9300 St Veit an der Glan, Austria;
	(v) Sparex Handels- und Vertriebs GmbH — Hansestrasse 22, 27419 Sittensen, Germany;
	(vi) Sparex Handels- und Vertriebs GmbH — Sallstrasse 38, 74635 Mangoldsall, Germany;
	(vii) Sparex (Proprietary) Limited, 59-63 Marseilles Crescent, Briardene, Durban, South Africa;
	(viii) Sparex ApS Ltd, Sondergarden 12, 9460 Farso, Denmark; and
	(ix) Sparex S.A.R.L., Zone Artisanale Ty Douar, Commana, France;

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	(b) the environmental due diligence assessment by Waterman Energy, Environment and Design Limited of Spenco Engineering Co. Limited — Station Road, Clyst Honiton, Devon EX5 2DX dated August 2010; and
	(c) the liability assessment of Sparex Limited Verstiging Holland BV — Hanepoel 156, Haarlemmermer, Zwaanshoek, Netherlands, 2136NN carried out by Argyll Environmental on (i) 8 September 2010 and (ii) following an additional inspection on 1 October 2010
Exchange Control	the Foreign Surveillance Department of the South African Reserve Bank responsible for the administration of exchange control on behalf of the Minister of Finance in South Africa or an officer of the National Treasury of South Africa who, by virtue of the division of work in National Treasury, deals with the matter on the authority of such Minister of Finance
Ex-gratia Pension	the ex-gratia pension to Tom Woolven in the sum of £3,070 per annum, as referred to in document 3.3.6.1 in the Data Room
Financial Indebtedness	means any indebtedness for or in respect of:
	(a) monies borrowed;
	(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
	(c) any amount raised pursuant to any note purchaser facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d) the amount of any liability in respect of any finance or operating lease or hire purchase contract;
	(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
	(f) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
	(g) any amount of any liability under an advance or deferred purchase agreement but only to the extent where any advance or deferred payment is arranged primarily as a method of raising finance or is due more than six months after sale or delivery;
	(h) any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing and which is treated

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	as a borrowing, in accordance with applicable accounting principles; and
	(i)   the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (h) above
	but excluding, in each case, the following:
	(j)   normal trade credit incurred in the ordinary course of business or trading and provided by a supplier in connection with any goods and/or services provided by any supplier to any member of the group; and
	(k)  any borrowing (whether by finance or operating lease, hire purchase contract or otherwise) in relation to or otherwise in connection with the ordinary course of trading or business (including, without limitation, in connection with office equipment, vehicles or plant and machinery)
FinanceCo	Finance Holdings Limited registered with company number 05586096 whose registered address is 2B Sidings Court, Doncaster DN4 5NU
Franchise Agreements	means the management agreement and operating licences for the sale and distribution of Sparex products entered into by Sparex Limited and which are disclosed in the Data Room
Full Title Guarantee	with the benefit of the implied covenants set out in Part 1 of the LPMPA when a disposition is expressed to be made with full title guarantee
GLAS	the Vector Industries Limited Group Life Assurance Scheme AEG 41753 provided by Aviva being a group life assurance scheme, providing a lump sum on death in service
Group	the Company and the Subsidiaries
GSHP	the stakeholder pension scheme comprising the Vector Stakeholder Pension Scheme, provided by Standard Life Assurance Society
Hazardous Substance	any natural or artificial substance or thing (whether in solid, liquid or gaseous form) which is (alone or in combination) capable of causing harm to the Environment or harm to human health
Health and Safety Consents	any authorisation, certificate, consent, licence, permission, permit or approval required by any Health and Safety Law
Health and Safety Law	all laws (including common laws, statutes and subordinate legislation and regulatory rules of practice, guidance notes, circulars and directories (in each case having the force of law) concerning health and safety in the workplace and which are now binding on the Subsidiaries
Health and Safety Regulator	any public agency, authority or body having powers or duties pursuant to Health and Safety Law

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Holdings Debt Balance	outstanding principal and accrued interest owed at the relevant time from the Company to FinanceCo in relation to any and all intra-group facility arrangements between the Company and FinanceCo
ICTA	the Income and Corporation Taxes Act 1988
Information Memorandum	the information memorandum issued in relation to the Group and the Business dated July 2010, a copy of which has been made available to the Purchaser
Information Technology	computer hardware, software and networks
Intellectual Property	patents, trade marks, service marks, registered designs, trade names, business names, domain names, copyright, computer software and database rights and rights in know-how whether registered or unregistered and including applications for the grant of any of the foregoing
Intra-Group Indebtedness	an amount equal to the Holdings Debt Balance at the Completion Date minus the Sparex Debt Balance at the Completion Date as set out in the Debt Certificate
Irish Planning Acts	the Local Government (Planning and Development) Acts, 1963 to 1999, the Planning and Development Acts 2000 to 2010 and the Building Control Acts 1990 and 2007 and any regulations issued pursuant thereto and any extant order or regulation made or confirmed under any of them and all amendments or re-enactments of the same
Key Employee	Steve Potter, Pierre Nadeau and Alain Pinvidic
Leased Real Property	all the leases and licences of real property to which the Company or any Subsidiary is a party as specified in Parts 2 and 3 of Schedule 3
Letter of No Indebtedness	a letter, in agreed form, to be delivered by the Vendor to the Purchaser on or before the Completion Date that there are no outstanding monies owing to any member of the Retained Group from any of the Company and/or its Subsidiaries
LLP Regulations 2009	the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
LPMPA	Law of Property (Miscellaneous Provisions) Act 1994
Long Stop Date	31 December 2010 or such later date that the parties agree in writing
Management Accounts	the management accounts of each of the Company and Anglehawk Limited and in the case of the Subsidiaries (excluding Anglehawk Limited), the consolidated management accounts of the Subsidiaries (excluding Anglehawk Limited), in each case from 31 December 2009 to the period ending at the Management Accounts Date, copies of which are disclosed at sections 17.8.9 and 17.8.10 of the Data Room

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Management Accounts Date	1 October 2010
Non-Disclosable Information	all information (including but not limited to Confidential Information) which relates to:
	(a) the provisions of this Agreement;
	(b) the negotiations relating to this Agreement; or
	(c) the subject matter of this Agreement
the Non-UK Subsidiaries	those of the Subsidiaries which are incorporated outside the United Kingdom
Notifying Territory	Austria
Other Pension Arrangements	the Ex-gratia Pension and Stephen Potter’s Pension Arrangement
Owned Real Property	all the real freehold property owned by the Company or any Subsidiary as specified in Parts 1 and 3 of Schedule 3
Planning Acts	the Act or Acts for the time being in force relating to town and planning
Properties	the Leased Real Property and the Owned Real Property as specified in Parts 1, 2 and 3 of Schedule 3
Purchaser’s Group	the Purchaser, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Purchaser and all other subsidiaries and subsidiary undertakings from time to time of such holding company (including, in respect of the period following Completion, for the avoidance of doubt, each of the Company and the Subsidiaries)
the Purchaser’s Solicitors	Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS
Purchaser Warranties	the warranties given by the Purchaser in clause 10 and Schedule 5 and each purchaser warranty statement shall be a “Purchaser Warranty”
PwC Report	the financial report (volume 1 and 2), issued by PricewaterhouseCoopers LLP, in relation to the Group and the Business, dated 25 August 2010, a copy of which has been made available to the Purchaser
Registered	in respect of any period since 6 April 2006 registered under the Finance Act 2004 and in respect of any prior period Approved under Chapter I or Chapter IV (as the case may be) of Part 14 of ICTA
Relevant Authority	the Austrian Federal Competition Authority (Bundeswettbewerbsbehörde), Federal Cartel Prosecutor (Bundeskartellanwalt) or Austrian Cartel Court (Kartellgericht)
Relief	any loss, relief, allowance, exemption, set off, deduction or credit in computing or against income, profits, gains or Taxation and any right to a repayment of Taxation or any right to

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	payment in consideration for the surrender of Advance Corporation Tax or group relief or made as a Balancing Payment.
Retained Group	the Vendor and any Affiliate of it immediately prior to Completion, but excluding the Company and the Subsidiaries
Security	means a mortgage, charge, pledge, lien, assignment by way of security, retention of title provision, trust or flawed asset arrangement (for the purpose of, or which has the effect of, granting security) or other security interest securing any obligation of any person, or any other agreement or arrangement in any jurisdiction having a similar effect
Shares	all of the issued shares of the Company, namely 1 ordinary share of £1 each and 2 B ordinary shares of £1 each
Sparex Debt Balance	outstanding principal and accrued interest owed at the relevant time from FinanceCo to Sparex Limited in relation to any and all intra-group facility arrangements between FinanceCo and Sparex Limited
Sparex Limited Accounts	the audited balance sheet of Sparex Limited for the financial year ending on the Company Accounts Date and the audited profit and loss account of Sparex Limited for the financial period ended on the Company Accounts Date, together with the director’s report and other documents required by law to be annexed thereto
Sparex Limited Compensating Adjustment	a claim made pursuant to any of the Compensating Adjustment Provisions by Sparex Limited up to and including Completion, to the effect that the profits and losses of Sparex Limited in respect of indebtedness outstanding between FinanceCo and Sparex Limited are to be computed or calculated for tax purposes as if an arm’s length provision had been made or imposed instead of the actual provision (as those terms are understood for the purposes of the Compensating Adjustment Provisions)
Sparex Reporting Forms	means in relation to each of the non-UK Subsidiaries, the standard, profit and loss account and balance sheet, accounts reporting form of such companies in respect of the financial years ending on the Company Accounts Date
Spenco Accounts	the audited balance sheet of Spenco Engineering Co. Limited for the financial year ended on the Company Accounts Date and the audited profit and loss account of Spenco Engineering Co. Limited for the financial period ended on the Company Accounts Date, together with the director’s report and other documents required by law to be annexed thereto
Stephen Potter’s Pension Arrangement	the private pension scheme of Stephen Potter (group finance director) to which Sparex Limited contributes 15.3% of basic pay, as referred to in document 3.3.6.1 in the Data Room
Strategic Review	a report by Patrick Woodrow dated 4 June 2010

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Subsidiaries	those subsidiaries of which brief particulars of which are set out in Part 2 of Schedule 1
Supplementary Disclosure Letter	a letter dated on or before the date of Completion from the Vendor to the Purchaser which may, at the option and absolute discretion of the Vendor, be delivered to the Purchaser on or before the date of Completion
Tax or Taxation	as defined in the Tax Deed
Tax Deed	the deed, in relation to Tax entered into pursuant to this Agreement, in the agreed form
Tax Warranties	the tax warranties set out in Part 10 of Schedule 4
Taxing Authority	as defined in the Tax Deed
Trade Marks	Community trade mark “SPAREX” — number 6854351;
	Australian trade mark “SPAREX” — number 1268177
	Australian trade mark “AGRIPAK” — number 325119;
	New Zealand trade mark “SPAREX” — number 797853;
	United States trade mark “SPAREX” — number 77596830;
	United States trade mark “GRAVOTEK” — number 3456061;
	Mexican trade mark “SPAREX” — number 1131971;
	Canadian Trade Mark “SPAREX” — number 1415246; and
	the Sparex catalogues
Transaction	the transaction contemplated by this Agreement
Treasury Transactions	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price
UK Subsidiaries	those of the Subsidiaries which are incorporated in England and Wales
UK Unaudited Accounts	the unaudited balance sheets of each of Anglehawk Limited and Sparex International Limited for the financial year ending on the Company Accounts Date, together with the directors’ report and other documents required by law to be annexed thereto
VAT	value added tax imposed pursuant to Council Directive 2006/112 EC or any national legislation implementing the same or any tax of a similar nature which may be substituted for or levied in addition to it
VATA	the United Kingdom Value Added Tax Act 1994
Vector Pension Scheme	the occupational pension scheme established on 1 August 2000 and governed by a definitive trust deed and rules dated 1 August 2000
Vendor VAT Groups	the VAT groups under VAT reference number 820 7397 28 and 645 2294 35 of which Rubicon Partners Industries LLP and

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		Vector Industries Ltd are the representative members respectively
	the Vendor’s Solicitors	SJ Berwin LLP, 10 Queen Street Place, London EC4R 1BE
	Warranty	the Warranties set out in Schedule 4 and each warranty statement shall be a “Warranty”
	Websites	the WWW sites comprising all pages including graphics, audio-visual effects, software and all the material, located at the Domain Names
	Working Hours	9.30 am to 5.30 pm on a Business Day
2	Sale and purchase of the Shares
2.1	The Vendor shall sell or procure to be sold with Full Title Guarantee with effect from Completion all of the Shares and the Purchaser shall purchase all of the Shares together with all rights attaching to them at Completion and free from all Encumbrances.
2.2	The Vendor waives and agrees to procure the waiver of any restrictions on transfer, including pre-emption rights, which may exist in relation to the Shares.
2.3	The Purchaser shall not be obliged to complete the purchase of any of the Shares unless the Vendor completes the sale of all of the Shares simultaneously.
3	Consideration
3.1	In consideration of the sale of the Shares in accordance with the terms of this Agreement, the Purchaser shall pay to the Vendor, in cash, at Completion an amount equal to:
	(a + b)-c
	where:
	a  =  £52,698,054
	b  =  an amount equal to the Adjusted Cash Amount
	c  =  an amount equal to the Intra-Group Indebtedness
3.2	For the purposes of calculating the consideration pursuant to clause 3.1, save in the case of manifest error (in which case the provisions of clauses 3.4 and 3.5 shall apply), the Adjusted Cash Amount set out in the Cash Adjustment E-mail shall be final and binding on the Vendor and the Purchaser and neither shall have any claim against any Key Employee or each other in relation to or otherwise in connection with the contents of and information contained in the Cash Adjustment E-mail provided by any Key Employee.
3.3	Any payment made by the Vendor to the Purchaser under or in respect of any breach of this Agreement or any document referred to herein in the agreed form (including, without limitation, in respect of any Claim) shall be and shall be deemed to be a reduction in the price paid for the Shares by the Purchaser under this Agreement to the extent legally possible.
3.4	The Purchaser or the Vendor may at any time within 20 Business Days following Completion serve a notice on the other party disputing the Adjusted Cash Amount as set out in the Cash Adjustment Email on the grounds of manifest error (a “Dispute”), providing reasonable details of the Dispute (the “Dispute Notice”). The parties shall meet or speak together in good faith to discuss the Dispute and to reasonably agree any adjustments to the Adjusted Cash Amount as are acceptable to both parties to resolve the Dispute and to reasonably agree what adjustment should be made to the Adjusted Cash Amount so paid (to reflect the said manifest error). If the parties fail to resolve

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the Dispute, within 5 Business Days of receipt of the Dispute Notice, the Dispute shall be referred for resolution by either party to an independent accountant being a partner in an independent firm of internationally recognised chartered accountants (the “Expert”) to be appointed (in default of nomination by agreement between the Vendor and the Purchaser within a further 5 Business days) by the President for the time being of the Institute of Chartered Accountants in England and Wales). The Expert shall determine the proceedings to be followed in making his determination and he shall give his decision on the Dispute within 14 Business days of the date of his appointment. The Expert shall state what adjustments (if any) are necessary to the Adjusted Cash Amount and this determination shall be final and binding on all concerned and shall be given by the Expert acting as an expert and not as an arbitrator. The fees and costs of the Expert (including his expenses) shall be borne by the Vendor and the Purchaser in such proportions as the Expert shall determine in his absolute discretion (or, in the absence of any such determination, by the Vendor and the Purchaser in equal amounts). If pursuant to such agreement or determination as aforesaid it is concluded that the Adjusted Cash Amount was calculated in error, the following shall occur:

(a)	if there is a shortfall in relation to the Adjusted Cash Amount paid then the Purchaser shall within 5 Business Days of such agreement or determination pay for the account of the Vendor an amount equal to the shortfall by electronic transfer of cleared funds to the Vendor’s Solicitors bank account; and
(b)	if there is an excess in relation to the Adjusted Cash Amount paid then the Vendor shall within 5 Business Days of such agreement or determination pay or procure the payment to the Purchaser of an amount equal to the excess by electronic transfer of cleared funds to the bank account notified by the Purchaser to the Vendor in writing.

3.5 For the purposes of clauses 3.2 and 3.4, manifest error shall be limited to any mathematical errors made by the Key Employees in adding and subtracting (as the case may be) the numbers contained in the bank statements and spreadsheet referred to in paragraphs (a) and (b) of the definition of “Cash Adjustment E-mail” for the purposes of providing the reconciled cash book balance referred to in paragraph (c) of such definition and, for the avoidance of doubt, shall not include any errors contained in such bank statements and spreadsheet, and used by the Key Employees in preparing the said reconciled cash book balance.

4 Condition

4.1 Completion of this Agreement is conditional upon satisfaction of the following condition (the “Condition”):

(a)	all necessary notifications and filings to the Relevant Authority having been made in relation to the subject matter of this Agreement (“Complete Filing”); and
(b)	to the extent legally required, the said Relevant Authority adopting a decision, or being deemed to have adopted a decision, approving the Transaction in respect of the Notifying Territory in respect of which such Relevant Authority has jurisdiction.

4.2 The Purchaser shall make the Complete Filing together with all other required documents with the Relevant Authorities as soon as practicable no later than five Business Days after the date of this Agreement, to the extent not yet filed prior to that date and thereafter use all reasonable endeavours to ensure satisfaction of the Condition in a timely manner, and in any event, by the Longstop Date.

4.3 In relation to the Complete Filing:

(a) the Purchaser shall consult with the Vendor and the Vendor’s Solicitors and advisers in respect of the filings referred to in clause 4.1(a) and shall provide the Vendor and the

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Vendor’s Solicitors and advisers with a reasonable opportunity to review such filings (subject to appropriate confidentiality redactions) prior to submission to the Relevant Authority; and

(b)

all requests and enquiries from any government, governmental, supranational or trade agency, court or regulatory body, including, without limitation, the Relevant Authority, shall be dealt with by the Purchaser after consultation with the Vendor and the Vendor and the Purchaser shall promptly co-operate with each other in a reasonable fashion and provide all necessary information and assistance reasonably required by such government, agency, court or body upon being requested to do so by the other.

4.4 The Purchaser hereby acknowledges that any consent and/or clearance obtained from the Relevant Authority in respect of the transaction contemplated by this Agreement may be subject to certain conditions (the “Competition Clearance Conditions”). In the event the Relevant Authority impose any such Competition Clearance Conditions, then provided that the Purchaser acting reasonably considers such Competition Clearance Conditions to be reasonable then the Purchaser shall accept and comply fully with such Competition Clearance Conditions.

4.5 The Vendor shall co-operate with the Purchaser in a reasonable fashion and use its reasonable endeavours to provide or procure the provision of such assistance as is reasonably required by the Purchaser to enable it to make the Complete Filing referred to in clause 4.1(a).

4.6 The Purchaser shall provide to the Vendor copies of the Complete Filing provided for in clause 4.1 above following submission (subject to appropriate confidentiality redactions) and will keep the Vendor reasonably informed of the progress in obtaining the approvals provided for in clause 4.1 above.

4.7 The Purchaser shall give notice to the Vendor of, in each case:

(a)	the Relevant Authority adopting a decision or being deemed to have adopted a decision approving the Transaction in respect of its Notifying Territory; and
(b)	the satisfaction of the Condition

as soon as reasonably practicable and in any event within 2 Business Days upon becoming aware of the same.

4.8 The parties acknowledge that the Condition set out in clause 4.1 may only be waived with the consent of both the Vendor and the Purchaser but not otherwise. Any waiver of the Condition must be in writing and served upon the other party to this Agreement in accordance with the provisions of clause 25 (Notices).

4.9 If the Condition has not been satisfied in full (or waived in accordance with clause 4.8) on or before the Long Stop Date (or such later date as shall be agreed in writing between the Vendor and the Purchaser) this Agreement shall then immediately terminate (other than clauses 4 (Condition), 1 (Interpretation ), 11 (Confidentiality), 16 (Announcements), 17 (Entire agreement), 21 (Costs and expenses), 25 (Notices) and 29 (Governing law)) and no party shall have any claim against any other party under this Agreement or in respect of the subject matter of this Agreement by the Purchaser save in respect of any liabilities which have accrued prior to the Agreement terminating, in relation to the clauses of the Agreement that remain in force.

5 Conduct of the Business before Completion

5.1 The Vendor shall procure that the Company and the Subsidiaries continue to carry on business in substantially the same manner as their businesses have been carried on before the date of this Agreement.

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5.2 Pending Completion, the Vendor shall procure that, without the prior written consent of the Purchaser (which shall not be unreasonably withheld or delayed), neither the Company nor the Subsidiaries, shall do or omit to do anything that is a breach of Schedule 7.

5.3 Pending Completion, the Vendor shall procure that, upon reasonable request from the Purchaser to the Vendor, subject to applicable legal and regulatory requirements the Purchaser is given reasonable access during normal business hours to the books and records, documents, information, data and financial affairs, including the statutory books, minute books, contracts, customer lists, supplier lists and leases of, in each case relating solely to, the Group but only to the extent that such documents exist and are in the possession of a member of the Group.

6 Indebtedness

6.1 The Vendor shall procure that Sparex Limited sends both the Vendor and the Purchaser the Cash Adjustment E-mail on or before 6 December 2010.

6.2 The Vendor shall deliver to the Purchaser on or before the Completion Date, the Debt Certificate.

6.3 On or before the Completion Date, the Vendor shall procure that:

(a)	FinanceCo repays the Sparex Debt Balance to Sparex Limited;
(b)	Sparex Limited makes an intra-group loan to the Company of an amount equal to the Sparex Debt Balance; and thereafter
(c)	the Company repays part of the Holdings Debt Balance, so that following such repayment of part of the Holdings Debt Balance, the Holding Debt Balance on the Completion Date shall be equal to the Intra-Group Indebtedness.

6.4 The parties hereby acknowledge that on the basis that the payment to be made by FinanceCo to Sparex Limited pursuant to clause 6.3(a) above, the payment to be made by Sparex Limited to the Company pursuant to clause 6.3(b) above and the payment to be made by the Company to Finance Co pursuant to clause 6.3(c) above are all of an equal amount, the Vendor’s procurement obligation for each of paragraphs (a), (b) and (c) of clause 6.3 above shall be satisfied by making the appropriate accounting entries in the financial books of each of the aforementioned companies and cash movements shall not be required.

7 Completion

7.1 Completion shall take place at the offices of the Vendor’s Solicitors (or any other location agreed upon in writing by the Vendor and the Purchaser) on the fifth Business Day following notice given by the Purchaser pursuant to clause 4.7 or, if later, at such other time as the Vendor and Purchaser shall mutually agree in writing, when:

(a)	the Purchaser shall deliver or cause to be delivered to the other the items listed in Part 2 of Schedule 2;
(b)	the Purchaser shall procure the payment to the Vendor of an amount equal to the Consideration by electronic transfer of cleared funds to the Designated Account ;
(c)	the Purchaser shall procure the repayment by the Company of the Holdings Debt Balance, such repayment to be satisfied by the payment by the Company of a sum equal to the Intra-Group Indebtedness by an electronic transfer of cleared funds to the Designated Account;
(d)	subject to the Purchaser performing its obligations as aforesaid, the Vendor shall deliver or cause to be delivered to the Purchaser the items listed in Part 1 of Schedule 2; and

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(e) subject to the Purchaser performing its obligations as aforesaid the Vendor shall procure that the business specified in Part 3 of Schedule 2 is transacted at meetings of the directors of the Company and each of the UK Subsidiaries.

7.2 The Vendor hereby confirms that the payment of the amounts equal to the Intra-Group Indebtedness and Consideration into the Designated Account shall be a sufficient discharge for the Purchaser of its obligations under clauses 3.1, 7.1(b) and 7.1(c) and the Purchaser shall not be concerned to see to the application thereof or be responsible for the loss or misapplication of such sum.

7.3 Pending Completion, the Vendor shall use its reasonable endeavours to organise:

(a)	the issue of share certificates by the non-UK Subsidiaries in favour of the shareholder member of such Non-UK Subsidiaries; and
(b)	any amendments required to the register of members of the Non-UK Subsidiaries detailed in the disclosure, made against warranty 6 of Part 2 of Schedule 4 of this Agreement, of the Disclosure Letter, to reflect the correct shareholder member of such Subsidiary, but only to the extent such Subsidiary is required to maintain a register of members by the jurisdiction of its incorporation,

and for this purpose, in each case reasonable endeavours shall be limited to instructing the Key Employees to organise such issue and amendment (as the case may be) and providing all such reasonable assistance to the Key Employees and each non-UK Subsidiary to facilitate such issue and amendment (as the case may be).

8 Indemnities

The Vendor shall indemnify the Purchaser (for itself and as agent and/or trustee for the Company and each of the Subsidiaries) against all costs, expenses, damages, compensations, fines and other liabilities:

(a)

arising at any time as a result of the Company or any of the UK Subsidiaries ceasing to participate or having ceased to participate in the Vendor Pension Scheme (including without limitation any debt arising under Section 75 or 75A of the Pensions Act 1995); or

(b)

arising out of or in connection with any contribution notice or financial support direction that has been in the period prior to the date of this Agreement or may be issued within six years of the date of this Agreement by the Pensions Regulator (established under Section 1 of the Pensions Act 2004) under Section 38 or 43 of the Pensions Act 2004 in respect of any pension arrangement of (i) the Vendor; or (ii) any member of the Retained Group.

9 Warranties

9.1 The Vendor hereby warrants to the Purchaser at the date of this Agreement and on the Effective Date:

(a)	in the terms of the ‘A’ Warranties; and
(b)	so far as the Vendor is aware, having made all reasonable enquiry in the circumstances in accordance with clause 9.2 below, in the terms of the ‘B’ Warranties,

save, in each case, to the extent that facts or circumstances inconsistent with the Warranties are fairly disclosed in the Disclosure Letter (or in the case of the Warranties that are repeated on the Effective Date only and in respect of events or circumstances arising following the date of this Agreement only), the Supplementary Disclosure Letter (if any) and for this purpose “fairly disclosed” for the purposes of the Disclosure Letter and the Supplementary Disclosure Letter (if

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any) means disclosed in such manner and with such detail as to enable the Purchaser to make a reasonable assessment of the matter concerned. For the purposes of the Warranties that are repeated on the Effective Date, any express or implied reference in the Warranties to the date of this Agreement shall be deemed replaced by a reference to the Effective Date,

9.2 For the purposes of clause 9.1(b), the level of the Vendor’s awareness shall be limited only to the actual awareness of Alan Fletcher, Ian Fisher and Andrew Fischer having made reasonable enquiry of the Key Employees (but, for the avoidance of doubt, no other enquiries).

9.3 The provisions of Schedule 6 which, among other things, negate, limit, regulate or otherwise affect the liability of the Vendor in relation to Claims shall remain in full force and be fully applicable in all circumstances and, in particular, notwithstanding any breach of the Warranties or any claim against the Vendor in respect of the Warranties, whatever its nature or consequences.

9.4 The Purchaser acknowledges and agrees that it does not rely on and has not been induced to enter into this Agreement on the basis of any warranties, representations, covenants, undertakings, indemnities or other statements whatsoever, other than those expressly set out in this Agreement and acknowledges and agrees that neither the Vendor, nor any of the Company or its Subsidiaries, nor any of their agents, advisers, respective officers or employees have given any such warranties, representations, covenants, undertakings, indemnities or other statements including, without limitation, as to the accuracy or completeness of any information and/or documentation (including, without limitation: (i) the Information Memorandum; (ii) the contents of the Disclosure Letter; (iii) the contents of the Disclosure Documents; (iv) the contents of the Data Room; (v) the Environmental Reports; (vi) the Strategic Review; (vii) the PwC Report and (viii) any forecasts, estimates, projections, statements of intent or statements of opinion) provided to or held or used by the Purchaser, any other member of the Purchaser’s Group or any of their respective advisers or agents (howsoever provided, held or used).

9.5 The sole remedy of the Purchaser for any breach of any of the Warranties or any other breach of this Agreement by the Vendor shall be an action for damages. The Purchaser shall not be entitled to rescind or terminate this Agreement in any circumstances whatsoever, other than any such right in respect of fraudulent misrepresentation.

9.6 Any information supplied by the Company or the Subsidiaries, their officers or employees to the Vendor in connection with, or to form the basis of, the Warranties or any matter covered in the Disclosure Documents shall be deemed not to include or have included a representation, warranty or guarantee of its accuracy to the Vendor and shall not constitute a defence to the Vendor to any claim made by the Purchaser. The Vendor hereby waives any and all claims against the Company, the Subsidiaries, their officers and employees in respect of any information so supplied.

10 Purchaser warranties and undertaking

The Purchaser warrants to the Vendor at the date of this Agreement in the terms of the Purchaser Warranties in Schedule 5 by reference to the facts and circumstances existing at such time.

11 Confidentiality

11.1 The Vendor (for itself and each member of the Retained Group) and the Purchaser (for itself and each member of the Purchaser’s Group) hereby undertake that they shall both during and after the term of this Agreement preserve the confidentiality of the Non-Disclosable Information, and except to the extent otherwise expressly permitted by this Agreement, not directly or indirectly reveal, report, publish, disclose or transfer or use for its own or any other purposes such Non-Disclosable Information, and provided that any Confidential Information solely relating to the Group in relation to the period before Completion shall not be Confidential Information of the Vendor following Completion and, for the avoidance of doubt, any Confidential Information relating solely to the Group in relation to the period after Completion shall be Confidential Information of the Purchaser.

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11.2 Notwithstanding any other provision in this Agreement, any party may, after consultation with the other party whenever practicable (and legally permissible), disclose Non-Disclosable Information if and to the extent:

(a)	required by law; or
(b)	required by any securities exchange on which any party’s securities are listed or traded; or
(c)	required by any regulatory or governmental or other authority with relevant powers to which any party is subject or submits (whether or not the authority has the force of law); or
(d)	requires to vest the full benefit of this Agreement in that party or to enforce any of the rights of that party in this Agreement; or
(e)	required by its professional advisers, officers, employees, consultants, subcontractors, insurance brokers, or agents to provide their services (and subject always to similar duties of confidentiality); or
(f)	that information is in or has come into the public domain through no fault of that party; or
(g)	the other parties have given prior written consent to the disclosure; or
(h)	it is necessary to obtain any relevant tax clearances from any appropriate tax authority.

11.3 The Purchaser hereby agrees to (and shall procure that each member of the Purchaser’s Group shall) keep secret and confidential and not to (and shall procure that each member of the Purchaser’s Group shall not) use, disclose or divulge to any third party or enable or cause any person to become aware of any confidential information relating to any member of the Retained Group including but not limited to intellectual property (whether owned or licensed by any of such companies), inventions, know-how, lists of customers, reports, notes, memoranda and all other documentary records pertaining to such companies or their business affairs, finances, suppliers, customers or contractual or other arrangements provided always that the restrictions contained in this clause 11.3 shall not apply to any confidential information if and to the extent disclosure is required in respect of any matters set out in paragraphs (a) to (h) of clause 11.2.

11.4 The restrictions in this clause 11 shall continue to apply after Completion without limit in time.

12 Access

The Purchaser shall make available to the Vendor any Books and Records of the Company and/or the Subsidiaries as the case may be, (or, if practicable, the relevant parts of those Books and Records) which are reasonably required by the Vendor for the purpose of dealing with its Tax affairs and accordingly, the Purchaser shall, upon being given reasonable notice by the Vendor and subject to the Vendor giving such undertaking as to confidentiality as the Purchaser shall reasonably require, procure that such Books and Records are made available to the Vendor for inspection (during Working Hours) and copying (at the Vendor’s expense) for and only to the extent necessary for such purpose and for a period of six years from Completion.

13 Restrictions

13.1 The Vendor hereby agrees that it will not and will procure that no other member of the Retained Group shall either alone or together with or as agent, officer or employee of any other person, firm or company for a period of one year from Completion offer employment to or employ or offer to conclude any contract of services with any Key Employee or procure or facilitate the making of such an offer by any person, firm or company or entice or endeavour to entice any Key Employee to terminate their employment or contract for services with the Subsidiaries, provided that this

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clause 13.1 shall not prevent any member of the Retained Group from employing any person who responds to a public advertisement for the relevant vacancy placed by or on behalf of the relevant member of the Retained Group if there has been no previous contact between any member of the Retained Group (or any person acting on its behalf) and that person.

13.2 The Vendor acknowledges that the restriction in clause 13.1 is reasonable and that the duration, extent and application of the restriction is no greater than is necessary for the protection of the goodwill of the business of the Group. Should the restriction be found to be void or unenforceable without the deletion of some part of it or the reduction in duration specified, that restriction shall apply with such modification as may be necessary to make it valid.

13.3 After Completion, the Vendor shall not and shall procure that each member of the Retained Group shall not without the Purchaser’s express agreement hold itself out as being interested in or in any way connected (other than as a matter of historic fact) with any member of the Group or permit any person to hold out the Vendor or any other member of the Retained Group as being so interested.

13.4 After Completion, the Purchaser shall not and shall procure that each member of the Purchaser’s Group shall not without the Vendor’s express agreement hold itself out as being interested in or in any way connected (other than as a matter of historic fact) with any member of the Retained Group or permit any person to hold out the Purchaser or any other member of the Purchaser’s Group as being so interested.

14 Post Completion undertakings

14.1 The Purchaser shall procure that the Company and the Subsidiaries shall within 20 Business Days after Completion remove any name containing a reference to the name “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word or name or the logo of any other member of the Retained Group on any vans or vehicles or work-clothing provided by the Subsidiaries to its employees.

14.2 The Purchaser shall procure that within 10 Business Days after Completion the Subsidiaries and the Company shall have ceased communicating (whether in writing, orally or otherwise) or otherwise, trading with any third party using any name containing a reference to “Rubicon” or the whole or part of the corporate name of any other member of the Retained Group or any confusingly similar word or name.

15 Further assurance

For a period of 12 months from the Completion Date, the Vendor shall, at the Purchaser’s reasonable cost (and, for the avoidance of doubt, the Vendor shall not be required to incur any cost which is not reimbursed by the Purchaser), execute all such deeds and documents and do all such reasonable things as the Purchaser may reasonably require for giving the Purchaser the legal and beneficial title to the Shares and are necessary to perfect the matters intended to be effected pursuant to this Agreement.

16 Announcements

16.1 Except to the extent otherwise expressly permitted by this Agreement and except for the announcement in the agreed form, the parties shall not make any public announcement or issue a press release or respond to any enquiry from the press or other media concerning or relating to this Agreement or its subject matter or any ancillary matter.

16.2 Notwithstanding any other provision in this Agreement, any party may, after consultation with the other parties whenever practicable, make or permit to be made an announcement concerning or relating to this Agreement or its subject matter or any ancillary matter if and to the extent required by:

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(a)	law; or
(b)	any securities exchange on which any party’s securities are listed or traded; or
(c)	any regulatory or governmental or other authority with relevant powers to which any party is subject or submits, whether or not the requirement has the force of law; or
(d)	where the form of such announcement is first approved in writing by the Vendor and the Purchaser.

17 Entire agreement

17.1	This Agreement and the documents referred to or incorporated in it constitute the entire agreement between the parties relating to the subject matter of this Agreement and supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, between the parties in relation to the subject matter of this Agreement.
17.2	Each of the parties acknowledges and agrees that it has not entered into this Agreement in reliance on any statement or representation of any person (whether a party to this Agreement or not) other than as expressly incorporated in this Agreement.
17.3	Nothing in this Agreement, or in any other document referred to herein shall be read or construed as excluding any liability or remedy as a result of fraud.
17.4	Without limiting the generality of the foregoing, each of the parties irrevocably and unconditionally waives any right or remedy it may have to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) having been made to it by any person (whether party to this Agreement or not) and upon which it has relied in entering into this Agreement.
17.5	Each of the parties acknowledges and agrees that the only cause of action available to it under the terms of this Agreement shall be for breach of contract.
18	Completion and rescission
18.1	Any provisions of this Agreement shall, so far as they are capable of being performed or observed, continue in full force and effect notwithstanding Completion except in respect of those matters already performed.
18.2	Neither the Purchaser nor the Vendor shall have any right to rescind or terminate this Agreement or treat this Agreement as rescinded or terminated or to delay performance of its obligations under this Agreement or under the provisions of the Misrepresentation Act 1967, the Unfair Contract Terms Act 1977 or for any other reason, or in any circumstances, whatsoever, and accordingly, each party hereby waives all such other rights of rescission and/or termination that it might otherwise have in respect of this Agreement save to the extent that such right of rescission or termination arises as a result of the fraud of the other party.
19	Cumulative rights
	The rights of the parties under this Agreement are independent, cumulative and without prejudice to all other rights available to them whether as a matter of common law, statute, custom or otherwise.
20	Assignment and transfer
20.1	Subject to clause 20.2, this Agreement is personal to the parties and no party may assign, transfer, subcontract, delegate, charge or otherwise deal in any other manner with this Agreement or any of its rights or obligations nor grant, declare, create or dispose of any right or interest in it without the

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prior written consent of the other party. Any purported assignment, transfer, subcontracting, delegation, charging or dealing in contravention of this clause 20 shall be ineffective.

20.2	The benefit of this Agreement may be assigned by the Purchaser to a member of the Purchaser’s Group provided that the Purchaser shall procure that any member of the Purchaser’s Group to whom any or all of the rights under this Agreement are assigned shall assign such rights back to the Purchaser immediately prior to it ceasing to be a member of the Purchaser’s Group provided that where the Purchaser has assigned any of the benefit of this Agreement, the liability of the Vendor under this Agreement shall in no circumstances be greater than liability would have been had no assignment taken place.
21	Costs and expenses
	Subject to clause 3.4, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, performance and implementation of this Agreement and each document referred to in it and other agreements forming part of the transaction, save that this clause shall not prejudice the right of either party to seek to recover its costs in any litigation or dispute resolution procedure which may arise out of this Agreement.
22	Waiver
22.1	A waiver of any right, power, privilege or remedy provided by this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. For the avoidance of doubt, any omission to exercise, or delay in exercising, any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of that or any other right, power, privilege or remedy.
22.2	A waiver of any right, power, privilege or remedy provided by this Agreement shall not constitute a waiver of any other breach or default by the other party and shall not constitute a continuing waiver of the right, power, privilege or remedy waived or a waiver of any other right, power, privilege or remedy.
22.3	Any single or partial exercise of any right, power, privilege or remedy arising under this Agreement shall not preclude or impair any other or further exercise of that or any other right, power, privilege or remedy.
23	Variation
	Any variation of this Agreement or of any of the documents referred to in it is valid only if it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each party.
24	Severance and nature of obligations
24.1	If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired.
24.2	If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, or the period of the obligation reduced in time, or the range of activities or area covered, reduced in scope, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
25	Notices
25.1	Any communication to be given in connection with this Agreement shall be in writing in English except where expressly provided otherwise and shall either be delivered by hand or sent by first class prepaid post or fax or by email. Delivery by courier shall be regarded as delivery by hand.
25.2	Such communication shall be sent to the address of the relevant party or his fax number or email address set out in the Communications List or to such other address or fax number or email

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address as may previously have been communicated by one party to all the others in accordance with this clause 25.2 and clause 25.5. Each communication shall be marked for the attention of the relevant person.

25.3 A communication shall be deemed to have been served:

(a)	if delivered by hand at the address referred to in clause 25.2, at the time of delivery;
(b)	if sent by first class prepaid post to the address referred to in clause 25.2, at the expiration of two clear days after the time of posting; and
(c)	if sent by fax to the number referred to in clause 25.2 or sent by email to the email address specified in that clause, at the time of completion of transmission by the sender.

If a communication would otherwise be deemed to have been delivered outside normal business hours (being 9:30 a.m. to 5:30 p.m. on a Business Day) in the time zone of the territory of the recipient under the preceding provisions of this clause 25.3, it shall be deemed to have been delivered at the next opening of such business hours in the territory of the recipient.

25.4

In proving service of the communication, it shall be sufficient to show that delivery by hand was made or that the envelope containing the communication was properly addressed and posted as a first class prepaid letter or that the fax was despatched and a confirmatory transmission report received or that the email was transmitted to the correct email address, whether or not opened or read by the recipient.

25.5

A party may notify the other parties to this Agreement of a change to its name, relevant person, address or fax number or email address for the purposes of clause 25.2 provided that such notification shall only be effective on:

(a)	the date specified in the notification as the date on which the change is to take place; or
(b)	if no date is specified or the date specified is less than five clear Business Days after the date on which notice is deemed to have been served, the date falling five clear Business Days after notice of any such change is deemed to have been given.

25.6 For the avoidance of doubt, the parties agree that the provisions of clauses 25.1, 25.2, 25.3, 25.4 and 25.5 shall not apply in relation to the service of any claim form, application notice, order, judgment or other document relating to or in connection with any proceeding, suit or action arising out of or in connection with this Agreement.

26 No set-off

All payments to be made under this Agreement or the Tax Deed shall be made in full without any set-off or counterclaim and free from any deduction or withholding save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which is required by law to be deducted or withheld and the payer will simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.

27 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all the counterparts shall together constitute one and the same agreement.

28 Governing language

28.1 This Agreement is in English.

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28.2	If this Agreement is translated into any language other than English, the English language text shall prevail in any event.
28.3	Each notice, instrument, certificate or other communication to be given by one party to another in this Agreement or in connection with this Agreement shall be in English (being the language of negotiation of this Agreement) and if such notice, instrument, certificate or other communication or this Agreement is translated into any other language, the English language text shall prevail.
29	Governing law
	This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales.
30	Jurisdiction
	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement in respect of any claim brought against the Vendor and shall have non-exclusive jurisdiction in respect of any claim brought by the Vendor.
31	Interpretation
31.1	The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.
31.2	References in this Agreement and the Schedules to the parties, the Introduction, Schedules and clauses are references respectively to the parties, the Introduction and Schedules to and clauses of this Agreement.
31.3	References to documents “in the agreed form” are to documents in terms agreed between the parties prior to execution of this Agreement, annexed to this Agreement and initialled for identification by or on behalf of the Vendor and the Purchaser.
31.4	Where any Warranty is qualified by reference to materiality (including by a phrase such as “in all material respects”), such reference shall, unless specified to the contrary, be construed as reference to materiality in the context of the Group as a whole.
31.5	References to “writing” or “written” includes any other non-transitory form of visible reproduction of words.
31.6	References to times of the day are to that time in London and references to a day are to a period of 24 hours running from midnight.
31.7	References to any English legal term or legal concept shall in respect of any jurisdiction other than England be deemed to include that which most approximates in that jurisdiction to such English legal term or legal concept.
31.8	References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
31.9	References to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.
31.10	Save where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural

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and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.

31.11	References to statutory provisions, enactments or EC Directives shall include references to any amendment, modification, extension, consolidation, replacement or re-enactment of any such provision, enactment or Directive (whether before or after the date of this Agreement), to any previous enactment which has been replaced or amended and to any regulation, instrument or order or other subordinate legislation made under such provision, enactment or Directive, unless any such change imposes upon any party any liabilities or obligations which are more onerous than as at the date of this Agreement.
31.12	A company or other entity shall be a “holding company” for the purposes of this Agreement if it falls within either the meaning attributed to that term in section 1159 and Schedule 6 Companies Act 2006 or the meaning attributed to the term “parent undertaking” in section 1162 and Schedule 7 of such Act, and a company or other entity shall be a “subsidiary” for the purposes of this Agreement if it falls within any of the meanings attributed to a “subsidiary” in section 1159 and Schedule 6 Companies Act 2006 (as amended) or the meaning attributed to the term “subsidiary undertaking” in section 1162 and Schedule 7 of such Act, and the terms “subsidiaries” and “holding companies” are to be construed accordingly.
31.13	Words and phrases defined in the Companies Act 2006 shall, save as expressly provided in this Agreement, have the same meanings in this Agreement.
31.14	Section 839 ICTA (replaced by sections 1122 and 1123 of Corporation Tax Act 2010 from 1 April 2010 for accounting periods ending on or after that date) is to apply to determine whether one person is connected with another for the purposes of this Agreement.
32	Rights of third parties
	Subject to the rights of the Company, the Subsidiaries and their respective officers and employees being able to rely on the provisions of clause 9.6 and except as otherwise expressly stated, this Agreement does not confer any rights on any person or party (other than the parties to this Agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, the consent of the aforementioned persons shall not be required for any variation to this Agreement agreed to by the parties to this Agreement, nor for any termination of this Agreement by the parties to this Agreement.
33	Execution
	This Agreement is entered into by the parties on the date at the beginning of this Agreement.

-24-

SCHEDULE 1

Part 1: Particulars of the Company

Name:	Sparex Holdings Limited
Number:	05586098
Registered office:	2B Sidings Court Doncaster DN4 5NU
Issued share capital:	1 ordinary share of £1
	2 B ordinary shares of £1
Shareholder:	Rubicon Partners Industries LLP
Directors:	Andrew Olaf Fischer Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Ian Fisher Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Alan Thomas Fletcher Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Jonathan Charles Richardson Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
Secretary:	Jonathan Charles Richardson Rubicon Partners 2B Sidings Court Doncaster DN4 5NU

-25-

Part 2: Particulars of the Subsidiaries

Name:	Anglehawk Limited
Number:	03940260
Registered office:	2B Sidings Court Doncaster DN4 5NU
Issued share capital:	901 Ordinary shares of £1 each
Shareholder:	Sparex Holdings Limited
Directors:	Andrew Olaf Fischer Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Ian Fisher Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Alan Thomas Fletcher Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
	Jonathan Charles Richardson Rubicon Partners 2B Sidings Court Doncaster DN4 5NU
Secretary:	Jonathan Charles Richardson Rubicon Partners 2B Sidings Court Doncaster DN4 5NU

-26-

Name:	Sparex Limited
Number:	00841771
Registered office:	Exeter Airport Devon EX5 2LJ
Issued share capital:	261,612 Ordinary shares of £1 each
Shareholder:	Anglehawk Limited
Directors:	Andrew Olaf Fischer The Chantry Little Casterton Rutland Stamford Lincolnshire PE3 4BE
	Ian Fisher 26 Loudoun Road London NW8 0LT
	Alan Thomas Fletcher 14 Fiery Hill Road Barnt Green Birmingham B45 8LG
	Alasdair Frederick Lachlan Maclean Mulberry Knowles Coly Road Colyton Devon EX13 6PU
	Pierre Nadeau Swiss Cottage Mapstone Hill Lustleigh Newton Abbot Devon TQ13 9SE

-27-

	Stephen Brian Potter 12 Avon Road West Moors Ferndown Dorset BH22 0EG
	Jonathan Charles Richardson 24 Foxcote Way Walton Chesterfield Derbyshire S42 7NP
	Theunis Stortenbeker 33 Parkside Drive Exmouth Devon EX8 4LB
Secretary:	Hugh Andrew Trapnell 5 The Orchard Abbotskerwell Devon TQ12 5QE

-28-

Name:	Sparex Agrirepuestos SL
Number:	90121335
Registered office:	C/Amboto 7-9 Poligono Industrial Ansoleta 01194 Vitoria — Gasteiz Spain
Issued share capital:	€ 111,000: 500 shares of € 222 each
Shareholder:	Sparex Limited holds 495 shares
	Sparex International limited holds 5 shares
Directors:	Mercedes Acevedo
Secretary:	Joanne Hiorns

-29-

Name:	Sparex (Tractor Accessories) Limited
Number:	Certificate No 72127
Registered office:	Grannagh Waterford Ireland
Issued share capital:	€6,250: 5,000 shares of €1.25 each
Shareholder:	Sparex Limited holds 4,999 shares
	Sparex International Limited holds 1 share
Directors:	Alasdair MacLean John Laffan Stephen Potter Pierre Nadeau Denise Phelan
Secretary:	Denise Phelan

-30-

Name:	Sparex AB
Number:	556246-9212
Registered office:	Box 2006 523 02 Timmele Sweden
Issued share capital:	Skr 100,000DES: 1,000 shares of Skr 100
Shareholder:	Sparex Limited
Directors:	Marita Gustavsson Anders Ohlsson Pierre Nadeau Stephen Potter
Secretary:	Marita Gustavsson

-31-

Name:	Sparex ApS
Number:	Reg.nr ApS 43816
Registered office:	Sondergarden 12
	DK-9640 Farso
	Denmark
Issued share capital:	DKK 200,000: 200 shares of DKK 1,000 each
Shareholder:	Sparex Limited
Directors:	Roger G Willmot
	Brian Veje
	Stephen Potter
	Pierre Nadeau
Secretary:	Brian Veje

-32-

Name:	Sparex Australia Pty Limited
Number:	005 437 150
Registered office:	Lot 2 Geelong Road
	Bacchus Marsh
	Victoria 3340
Issued share capital:	A$ 10,000: 10,000 shares of A$ 1
Shareholder:	Sparex Limited holds 9,999 shares
	Sparex International Limited holds 1 share
Directors:	Bruce Enright
	Alasdair MacLean
	Pierre Nadeau
	Stephen Potter
	James Haarhoff
Secretary:	Bruce Enright

-33-

Name:	Sparex Limited Vestiging Holland B.V.
Number:	006054468
Registered office:	Hanepoel 156
	2136 NN Zwaanshoek
	Holland
Issued share capital:	€15,882: 35 shares of € 453.78 each
Shareholders:	Sparex Limited
Directors:	Ad Hagens
	Pierre Nadeau
	Stephen Potter
Secretary:	Not applicable

-34-

Name:	Sparex Belgium BVBA
Number:	BE 0426.612.928
Registered office:	Toevluchtweg 9
	8620 Nieuwpoort
	Belgium
Issued share capital:	€18,600: 250 shares of € 74.40 each
Shareholder:	Sparex Limited holds 249 shares
	M Leopold Declercq holds 1 share in trust
Directors:	M Leopold Declercq
Secretary:	Not applicable

-35-

Name:	Sparex Distributors New Zealand Limited
Number:	AK353160
Registered office:	CST Nexia Limited, Chartered Accountants
	L3 CST Nexia Centre
	22 Amersham Way
	Manukau City
	Auckland
	New Zealand
Issued share capital:	NZ$ 50,000: 50,000 shares of NZ$ 1 each
Shareholders:	Sparex Limited holds 49,999 shares
	Sparex International Limited holds 1 share
Directors:	C J MacKenzie
	S MacKenzie
	AFL MacLean
	WB MacKenzie
	Pierre Nadeau
	Stephen Potter
Secretary:	Not applicable

-36-

Name:	Sparex Handels-und Vertriebs GmbH
Number:	HRB 120147
Registered office:	Hansestr. 22
	27419 Sittensen
	Germany
Issued share capital:	€2,000,000.00
Shareholder:	Sparex Limited
Directors:	Roger Willmot
	S Mueller
	Pierre Nadeau
	Stephen Potter
Secretary:	Not applicable

-37-

Name:	Sparex Inc.
Number:	472879
Registered office:	190 Lena Drive
	Aurora
	Ohio 44202
Issued share capital:	$75,000: 500 shares of $150 each
Shareholder:	Sparex Limited
Directors:	Ralph Seymour
	Kathleen Seymour
	Stephen Potter
	Pierre Nadeau
Secretary:	Not applicable

-38-

Name:	Sparex International Limited
Number:	01750165
Registered office:	Exeter Airport
	Devon
	EX5 2LJ
Issued share capital:	2 Ordinary shares of £1 each
Shareholder:	Sparex Limited
Directors:	Andrew Olaf Fischer
	The Chantry Little Casterton
	Rutland
	Stamford
	Lincolnshire
	PE3 4BE
	Ian Fisher
	26 Loudoun Road
	London
	NW8 0LT
	Alan Thomas Fletcher
	14 Fiery Hill Road
	Barnt Green
	Birmingham
	B45 8LG
	Alasdair Frederick Lachlan Maclean
	Mulberry Knowles
	Coly Road
	Colyton
	Devon
	EX13 6PU
	Pierre Nadeau
	Swiss Cottage
	Mapstone Hill
	Lustleigh
	Newton Abbot
	Devon
	TQ13 9SE

-39-

	Stephen Brian Potter
	12 Avon Road
	West Moors
	Ferndown
	Dorset
	BH22 0EG
	Jonathan Charles Richardson
	24 Foxcote Way
	Walton
	Chesterfield
	Derbyshire
	S42 7NP
	Theunis Stortenbeker
	33 Parkside Drive
	Exmouth
	Devon
	EX8 4LB
Secretary:	Hugh Andrew Trapnell
	5 The Orchard
	Abbotskerswell
	Devon
	TQ12 5QE

-40-

Name:	Sparex Maschinenzubehör Handelsgesellschaft.m.b.H
Number:	FN 101852h
Registered office:	Gewerbezone 11 — Hunnenbrun
	9300 St. Weit an derGlan
	Austria
Issued share capital:	€36,500
Shareholder:	Sparex Limited
Directors:	R Wette
	R G Willmot
	Pierre Nadeau
	Stephen Potter
Secretary:	Not applicable

-41-

Name:	Sparex Canada Limited
Number:	001496810
Registered office:	4168 Hwy 2, R.R. 8
	Newcastle,
	Ontario,
	Canada L1B 1L9
Issued share capital:	1,000 class “A” Common Shares of no par value
Shareholder:	Sparex Limited
Directors:	Arthur Rienstra
	Lillie Rienstra
	Barbara Rienstra
	Sue Rienstra
	Pierre Nadeau
	Stephen Potter
	Ralph Seymour
Secretary:	Sue Rienstra

-42-

Name:	Sparex Portugal Importacao e Comercio de Pecas Lda
Number:	504816063
Registered office:	Lugar Espera
	2565-715 Runa
	Portugal
Issued share capital:	€5,000: 5,000 shares of DES1 each
Shareholder:	Sparex Limited holds 4,900 shares
	Sparex International Limited holds 100 shares
Directors:	Luis Miguel Garcia Gameiro Cardoso
	Pierre Nadeau
	Stephen Potter
Secretary:	Not applicable

-43-

Name:	Sparex (Proprietary) Limited
Number:	1981/011138/07
Registered office:	Suites 1-3, Dalbergia Building Forest Square, 11 Derby Place Derby Downs Office Park Westville 3629
Issued share capital:	R 377,000: 377,000 shares of 1 rand each
Shareholders:	Sparex Limited
Directors:	NLJ Larter AFL MacLean BMMAE de Brauwere van Steeland MC Phipson Pierre Nadeau Stephen Potter
Secretary:	M.C. Phipson

-44-

Name:	Sparex S.A.R.L.
Number:	73 B 40
Registered office:	Z.A.E. de Ty Douar 29450 Commana France
Issued share capital:	€ 152,449: 4,000 shares of € 38.11
Shareholder:	Sparex Limited holds 3,980 shares
	Sparex international Limited holds 20 shares
Directors:	A Pinvidic Pierre Nadeau Stephen Potter
Secretary:	Not applicable

-45-

Name:	Spenco Engineering Co Limited
Number:	01242155
Registered office:	Station Road
	Clyst Honiton
	Exeter
	Devon
	EX5 2DX
Issued share capital:	£10,000: 10,000 Ordinary shares of £1
Shareholders:	Sparex Limited holds 9,999 Ordinary shares
	Sparex International Limited holds 1 Ordinary share
Directors:	Andrew Olaf Fischer
	Ian Fisher
	Alan Thomas Fletcher
	Jonathan Charles Richardson
	David George Bray
	Gary Lomas
	Ian McLelland
	Pierre Nadeau
	Stephen Brian Potter
Secretary:	David George Bray

-46-

Name:	Sparex Mexicana S.A. de C.V.
Number:	SME97041747
Registered office:	Av. Division del Norte No. 3475 Col. San Pablo Tepetlapa Delegacion Coyoacan C.P. 04620 Mexico, D.F.
Issued share capital:	50,000 pesos
Shareholder:	Sparex Limited holds 49,999 pesos
	Sparex International Limited holds 1 peso
Directors:	Armando Gonzalez Guillermine Bravo Pierre Nadeau Stephen Potter
Secretary:	Not applicable

-47-

Name:	Sparex Polska Sp. Z.o.o.
Number:	0000107459
Registered office:	UI.Ogrodnicza 13
	Janikowo K. Poznania
	62-006 Kobylnica
	Poland
Issued share capital:	800.000 PLN: 800 shares of 1,000 each
Shareholder:	Sparex Limited holds 799 shares
	Sparex International Limited holds 1 share
Directors:	Pierre Nadeau
	Roger Willmot
Secretary:	Not applicable

-48-

Name:	Sparex Agparts Pty Limited
Number:	099 107 436
Registered office:	Lot 2 Geelong Road Bacchus Marsh Vic 3340 Australia
Issued share capital:	A$10,000: 10,000 shares of A$1
Shareholder:	Sparex Limited
Directors:	Valerie Halse Alasdair MacLean Pierre Nadeau Stephen Potter
Secretary:	Valerie Halse

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SCHEDULE 2

Completion Documents

Part 1: Documents which are to be delivered by the Vendor at Completion

1 Transfers in respect of the Shares duly executed by or on behalf of the registered holders thereof in favour of the Purchaser or as it may direct.

2 Certificates for the Shares (or indemnities in respect thereof in the agreed form).

3 Irrevocable powers of attorney in the agreed form executed by the Vendor to enable the Purchaser (during the period prior to the registration of the transfer of the Vendor’s Shares) to exercise all voting and other rights attaching to the Vendor’s Shares.

4 In relation to each of the Company and/or Subsidiaries and then only to the extent not in the possession of such Company and/or Subsidiaries: certificates of incorporation, cheque books, certificates of incorporation on change of name (if applicable), common seals (if applicable), statutory registers, minute books, share certificate books, books of account and all other books.

5 Share certificates, as may be in the possession of the Vendor (having complied with the provisions of clause 7.3 of this Agreement), showing the name of the Company or another of the Subsidiaries as registered holder in respect of all the shares in each of the Subsidiaries.

6 The resignations in the agreed form of Ian Fisher, Andrew Fischer, Alan Fletcher and Jonathan Richardson as directors (as applicable) and (if applicable) Jonathan Richardson as the company secretary of each of the Company and/or Subsidiaries.

7 The resignation of the auditors of each of the Company and/or UK Subsidiaries (as applicable) in the agreed form together with a duplicate thereof.

8 A certified copy of a resolution of the Vendor in the agreed form authorising the execution and performance by the Vendor of its obligations under this Agreement and each of the documents to be executed by the Vendor pursuant to this Agreement.

9 Tax Deed duly executed by or on behalf of the Vendor.

10 Such title deeds, leases, licences and other documents as may be in the possession of the Vendor relating to each of the Properties or the title of the Company or any of the Subsidiaries to each of the Properties.

11 A certificate of non-crystallisation dated at Completion in a form satisfactory to the Purchaser from Royal Bank of Scotland plc in respect of a composite guarantee and debenture dated 13 March 2006.

12 Deeds of release and, in relation to the Properties listed at paragraphs 1 and 2 of Part 1 of Schedule 3 of this Agreement, forms DSI, in agreed form, executed by the Royal Bank of Scotland plc evidencing that the security granted by the composite guarantee and debenture dated 13 March 2006 affecting the assets of the Company or the Subsidiaries has been discharged.

13 Copies of board resolutions of the Company, Sparex Limited and Anglehawk Limited made in connection with the repayment of amounts owing between the Company, the Subsidiaries and the Retained Group documenting:

(a)	the Company approving the repayment of the loan from Finance Holdings Limited;
(b)	Sparex Limited approving the making of a loan to the Company; and

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(c) Anglehawk Limited approving the making of a loan to the Company by its subsidiary Sparex Limited.

14 Signed copies of the Environmental Reports (as re-addressed to the Purchaser).

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Part 2: Documents which are to be delivered by the Purchaser at Completion

1 A certified copy of a Board resolution of the Purchaser in the agreed form authorising the execution and performance by the Purchaser of its obligations under this Agreement and each of the documents to be executed by the Purchaser pursuant to this Agreement.

2 Tax Deed duly executed by or on behalf of the Purchaser.

3 Any documentation required by the Vendor in relation to or otherwise in connection with the Purchaser and which is required for anti-money laundering purposes.

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Part 3: Business to be transacted at meetings of the directors of the Company and each of the UK Subsidiaries

1 Those individuals nominated by the Purchaser are appointed as directors of the Company and the UK Subsidiaries and are appointed as secretary of the Company and each of the UK Subsidiaries in each case, subject to such person having consented to act.

2 The acceptance of the resignation from office of Andrew Fischer, Ian Fisher, Alan Thomas Fletcher and Jonathan Charles Richardson as the directors and, where applicable, Jonathan Charles Richardson as the company secretary of the Company and the UK Subsidiaries (as set out in paragraph 6 of Part 1 of Schedule 2) with effect from the end of the meeting.

3 KPMG LLP shall be appointed to replace the existing auditors of the Company.

4 The directors of the Company shall approve the registration of the transfer of the Shares to the Purchaser and the entry of the Purchaser in the register of members of the Company, in each case subject to the transfer being presented duly stamped.

5 The situation of the registered office of the Company and each of the UK Subsidiaries shall be changed to that nominated by the Purchaser.

6 All existing mandates for the operation of the bank accounts of the Company and each of the UK Subsidiaries shall be revoked and new mandates issued giving authority to persons nominated in writing by the Purchaser.

7 The accounting reference date of the Company and each of the UK Subsidiaries shall be 31 December.

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SCHEDULE 3

The Properties

Part 1: Freehold Properties

UK Freehold
Property No.	Property	Title Number	Registered Proprietor
1.	Exeter Airport, Clyst Honiton, Exeter, Devon EX5 2LJ	DN430896	Sparex Limited
2.	Station Road,Broadclyst Honiton, Exeter, Devon EX5 2DX	DN143352	Sparex Limited

Part 2: Leasehold Properties

UK Leasehold
	Property	Date of Lease	Parties to Lease	Title Number
1.	Unit 1, Aylesbeare Common, Business Park, Aylesbeare, Nr Exeter, EX5 2DG	22 September 2004	Parsons Nationwide Distribution Limited (1)	N/A
			Sparex Limited (2)
2.	56, Seskinore Road, Omagh, N. Ireland BT78 1RW	1995	James Riddell (1)	N/A
			Sparex Limited (2)

Part 3: Overseas Properties

Overseas Properties
	Country of			Document of
Property No.	Jurisdiction	Property	Basis of Property	Occupation	Current Tenant/Owner
1.	Spain	10612, Ambotode, Vitoria	Leasehold	Lease	Agrirepuestos, S.L-Sparex
2.	Ireland	Land in the townland of Ballygriffin and Barony of Iverk	Freehold	Land Registry Folio 15747F	Sparex (Tractor Accessories) Limited
3.	Ireland	Property in the townland of Ballygriffin and Barony of Iverk	Freehold	Land Registry Folio 26322F	Sparex (Tractor Accessories) Limited

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Overseas Properties
	Country of			Document of
Property No.	Jurisdiction	Property	Basis of Property	Occupation	Current Tenant/Owner
4.	Denmark	Søndergaarden 12. 9640 Farsoe	Leasehold	Property Rental Agreement	Sparex Limited ApS
5.	Australia	Lot 2, Geelong Road, Bacchus Marsh, Victoria	Leasehold	Lease	Sparex Australia Pty. Limited
6.	Australia	11 Dexter Street, Moorooka, Queensland	Leasehold	Lease	Sparex Australia Pty. Limited
7.	Australia	4 McDermott Street, Welshpool, Western Australia	Leasehold	Lease	Sparex Australia Pty. Limited
8.	Australia	Factory Unit B, 16B Essex Street, Minto, New South Wales	Leasehold	Lease	Sparex Australia Pty. Limited
9.	Australia	Unit 1, 7 Dexter Street, Moorooka 4105	Leasehold	Informal tenancy at will	Sparex Australia Pty. Limited
10.	The Netherlands	Hanepoel 156 2136 NN, Zwaanshoek, Netherlands	Leasehold	Rental Agreements	Sparex Ltd. Vestiging Holland B.V.
11.	Germany	Hansestrasse 22, 27419 Sittensen	Freehold	Excerpt from Land Registry	Sparex Handels - und Vertriebs GmbH
12.	Germany	Sallstrasse 38, 74635 Mangoldsall	Leasehold	Lease	Sparex Handels - und Vertriebs GmbH
13.	USA	190 Lena Drive, Aurora OH44202	Freehold	Portage Property Max. governmaxa. 6m	Sparex Inc.
14.	Austria	Gewerbezone 11, 9300 St. Veit /Glan Hunnenbrunn	Leasehold	Lease	Sparex Maschinezubehör Handelsgesellschaft m.b.H
15.	South Africa	Unit 1, 22 Tennant Street, Stellenbosch 7600	Leasehold	Agreement for Lease	Sparex (PTY) Ltd
16.	South Africa	Units 2 and 3, 22 Tennant Street, Stellenbosch 7600	Occupational Lease	Agreement for Lease	Sparex (PTY) Ltd

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Overseas Properties
	Country of			Document of
Property No.	Jurisdiction	Property	Basis of Property	Occupation	Current Tenant/Owner
17.	South Africa	59 Marseilles Crescent, Briardene, Durban	Occupational Lease	Agreement for Lease	Sandton Workwear (PTY) Ltd
18.	France	2AE De Ty Douvar 29450 Commana	Freehold	Sale Agreement	Sparex S.a.r.l
19.	France	2AE De Ty Douvar 29450 Commana	Freehold	Sale Agreement	Sparex S.a.r.l
20.	Poland	Ul. Ogrodnicza 13, Janikowo K.ozninia 62-006 Kobylnica	Leasehold	Rent Agreement	Sparex Polska Sp. z o.o

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SCHEDULE 4

Warranty statements

Part 1: Title and Capacity

1	The Shares constitute the entire issued share capital of the Company.
2	The Vendor is the sole legal and beneficial owner of the Shares and is able to transfer the legal title and beneficial interest in such shares free from all Encumbrances.
3	The share capital of each of the Subsidiaries is beneficially owned as shown in Part 2 of Schedule 1 free from all Encumbrances.
4	All the issued shares of each member of the Group are fully paid up and no member of the Group has exercised or purported to exercise or claimed any lien over any of their shares. There are no obligations of the Vendor to pay in any additional capital or to provide any other contribution such as contribution in kind.
5	No person has the right to call for the issue of any share or loan capital of any member of the Group by reason of any conversion rights or under any option or other agreement.
6	The Vendor is a limited liability partnership duly incorporated and validly existing under the laws of England and Wales and has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby including, without prejudice to the generality of the foregoing, all documents to be executed and delivered by the Vendor pursuant to clause 7.1(d).
7	The entry into this Agreement by the Vendor and the consummation by the Vendor of the transactions contemplated hereby, and the execution and delivery of the other agreements, documents and instruments to be executed and delivered by the Vendor at Completion pursuant to this Agreement and the transactions contemplated thereby have been duly authorised by all necessary action on the part of the Vendor.
8	No consent or approval of, authorisation or order of any court or any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement is required by the Vendor for the execution of, or the transfer of any of the shares contemplated by, this Agreement.
9	The Vendor has not:

(a)	entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;
(b)	submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;
(c)	entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise) or a liquidator;
(d)	made an application to the Court under Part 26 of the Companies Act 2006 (as modified by Regulation 45 of the LLP Regulations 2009) or resolved to make such an application;
(e)	presented a petition for winding up nor has it received written notice that a petition for winding up has been presented against it which has not been withdrawn within 14 days, nor has it received written notice that a winding up order has been made against it or a provisional liquidator appointed;

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(f)	been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other party) nor has a meeting of its shareholders been called to consider a resolution for winding up;
(g)	received written notice that an administrative receiver or receiver has been appointed in respect of all or any of its assets or the assets of any guarantor; or
(h)	had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed.

10 The Vendor:

(a)	has not received written notice that it is the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;
(b)	has not received written notice that it is the subject of an administration order, nor has a resolution been passed by the directors or its shareholders for the presentation of a petition for such an order nor has it received written notice that a petition for such an order been presented or come into force; or
(c)	is not subject to a resolution passed by the directors or its shareholders for written notice of appointment of an administrator to be filed with the Court, nor has it received written notice that a written notice of appointment of an administrator been filed with the Court by the holder of a floating charge or by the company or its directors.

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Part 2: The Company and the Subsidiaries

1	The Company is duly incorporated and validly existing under the laws of England and Wales.
2	Each of the Subsidiaries is duly incorporated and validly existing under the laws of the jurisdiction in which it was incorporated.
3	The details of the Company and each of the Subsidiaries as set out in Schedule 1 are complete and accurate.
4	The copies of the memorandum and articles of association (or any foreign equivalent as the case may be) of each of the Company and the Subsidiaries in the Disclosure Documents:

(a)	in respect of the Company and the UK Subsidiaries complete and accurate; and
(b)	in respect of the Non-UK Subsidiaries complete and accurate in all material respects.

The Company and each of the UK Subsidiaries complete and have complied with all the provisions in its memorandum and articles of association.

5 No written notice has been received that:

(a)	legal requirements have not been complied with in connection with issue by the Company or any of the Subsidiaries of their shares and other securities; or
(b)	Company or any of the Subsidiaries have not complied with all legal requirements as to filings, registrations and other formalities.

6	The register of members (or any foreign equivalent as the case may be) of each of the Company and the Subsidiaries contains an accurate record of the current members of that company and each of the Company and the Subsidiaries has not received any written notice that the register (or such foreign equivalent) in respect of it is incorrect or should be rectified.
7	The statutory books and registers of the Company and the UK Subsidiaries are up to date in all material respects and contain records which are complete and accurate in all material respects.
8	The Subsidiaries are the only subsidiaries, direct and indirect, of the Company and during the period since 21 April 2000 the Company and Anglehawk Limited have never had any subsidiary other than the Subsidiaries. Other than the shareholdings of the Company and the Subsidiaries in the Subsidiaries, no member of the Group has any interest in the share capital or other securities of any other body corporate.
9	Save in connection with its establishment or as contemplated by this Agreement:

(a)	the Company has not traded or undertaken any activity other than in relation to being a shareholder in Anglehawk Limited and entering into the financial contractual arrangements with members of the Retained Group which are disclosed in the Disclosed Documents; and
(b)	Anglehawk Limited has not traded or undertaken any activity other than in relation to being a shareholder in Sparex Limited.

10 Each of the Company and Subsidiaries has not:

(a)	entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;
(b)	submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;

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(c)	entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);
(d)	made an application to the Court pursuant to Part 26 of the Companies Act 2006 or resolved to make such an application;
(e)	presented a petition for winding up nor has a petition for winding up been presented against it which has not been withdrawn within 14 days, nor has a winding up order been made against it or a provisional liquidator been appointed;
(f)	been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other party) nor has a meeting of its shareholders been called to consider a resolution for winding up;
(g)	had an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor; or
(h)	had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed or are unable to pay its debts as they fall due.

11 Each of the Company and the Subsidiaries is not:

(a)	the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;
(b)	the subject of an administration order, nor has a resolution been passed by the directors or shareholders for the presentation of a petition for such an order nor has a petition for such an order been presented or come into force; or
(c)	subject to a resolution passed by the directors or the shareholders for notice of appointment of an administrator to be filed with the Court, nor has a notice of appointment of an administrator been filed with the Court by the holder of a floating charge or its directors.

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Part 3: General corporate and accounts

1	The Accounts
1.1	The Accounts:

(a)	have been prepared and audited in accordance with the Company Accounts Standards; and
(b)	give a true and fair view of the state of affairs of each of the Company, Sparex Limited and Spenco Engineering Co. Limited as at the Company Accounts Date and of the profits and losses for each of the aforementioned companies for the period covered by such Accounts.

1.2	The Accounts have been prepared and audited on a basis consistent with the accounting policies used in the preparation of the audited accounts of each of the Company, Sparex Limited and Spenco Engineering Co. Limited for the preceding financial year.
2	UK Unaudited Accounts
	The UK Unaudited Accounts give a true and fair view of the financial position of each of Anglehawk Limited and Sparex International Limited as at the Company Accounts Date.
3	Arrangements with connected parties
	There are not currently outstanding any contracts or agreements to which any of the Company and/or Subsidiaries are party and in which any director (and for the purposes of this warranty only, directors shall be limited to Ian Fisher, Andrew Fischer and Alan Fletcher) or shareholder of any of the Company and/or Subsidiaries or any person connected with any of them is interested which are otherwise:

(a)	than on arm’s length normal commercial terms or;
(b)	entered into in the ordinary course of business.

	For the purposes of this warranty, a person shall be deemed to be interested in a contract if, were he a director of the Company and/or the Subsidiaries (as the case may be), he would be interested in that contract for the purposes of sections 182 to 187 of the Companies Act 2006 in respect of contracts entered into on or after 1 October 2008 and section 317 Companies Act 1985 in respect of contracts entered into before 1 October 2008.
4	Events since the Company Accounts Date
4.1	Since the Company Accounts Date:

(a)	none of Company nor the Subsidiaries has allotted or issued or agreed to allot or issue any share capital;
(b)	none of the Company nor the Subsidiaries has redeemed or purchased or agreed to redeem or purchase any of its share capital;
(c)	no resolution of any of the Company or the Subsidiaries in general meeting has been passed other than resolutions relating to ordinary business at annual general meetings;
(d)	none of the Company nor the Subsidiaries has declared, paid or made a dividend or other distribution except for those detailed in the Disclosure Documents;
(e)	no change in the accounting reference period of any of the Company or the Subsidiaries has been made;

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(f)	none of the Company nor the Subsidiaries has acquired or disposed of or agreed to acquire or dispose of any material business or asset (other than in the ordinary course of business);
(g)	none of the Company nor the Subsidiaries has assumed or incurred, or agreed to assume, any material capital expenditure involving an amount in excess of £50,000 per individual item; and
(h)	the business of the Company and all of the Subsidiaries has been carried on in the ordinary course and so as to maintain it as a going concern.

5	Intra-Group Indebtedness
5.1	The intra-group payments shown on the loan account schedule, in the agreed form, accurately and completely represent all payments made from and including 1 January 2010 until the Completion Date in respect of intra-group loans between the Company, the Subsidiaries and the Retained Group.
5.2	Aside from the Intra-Group Indebtedness, there is no actual or contingent indebtedness on any account whatsoever due from the Company and/or any of the Subsidiaries to any member of the Retained Group.
5.3	The Agreed Indebtedness Spreadsheet and the Debt Certificate are, or will be (as the case may be), complete and accurate as at the Completion Date.
6	Release of Intra-Group Indebtedness
	The Vendor has all necessary authorisations, consents and approvals to provide on behalf of itself and each company in the Retained Group the Letter of No Indebtedness, in agreed form, addressed to the Company and the Subsidiaries.
7	External Indebtedness
7.1	Neither the Company nor any of its Subsidiaries have any Financial Indebtedness outstanding other than Disclosed Financial Indebtedness.
7.2	Neither the Company nor any of its Subsidiaries have any Treasury Transactions outstanding.
7.3	Neither the Company nor any of the Subsidiaries are in default in relation to any Financial Indebtedness.
8	Security
8.1	Other than:

(a)	any Security arising in relation to, otherwise in connection with, any hire and/or finance lease agreement in the ordinary course of operation or trading;
(b)	any Security arising in relation to, or otherwise in connection with the operation of law in the ordinary course of trading; and
(c)	any Security arising in relation to, or otherwise in connection with, and retention of title provisions in respect of goods and materials acquired by the Company and/or the Subsidiaries in the ordinary course of trading

no other Security exists over all or any of the present or future assets of the Company or the Subsidiaries.

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9	Payments due from the Group to Employees
	No commission, bonus or other payment or benefit will be provided by any of the Company and/or the Subsidiaries, and nor are the Company and/or the Subsidiaries bound to provide any of the aforementioned payments, to any Employee as a result of the transfer of shares to the Purchaser pursuant to the terms of this Agreement.

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Part 4: Commercial

1	The Management Accounts and the Sparex Reporting Forms
1.1	The Management Accounts have been prepared on a basis consistent with the management accounts prepared in the financial year ending on the Company Accounts Date.
1.2	The Management Accounts and the Sparex Reporting Forms fairly reflect, in all material respects, the matters for which such accounts were prepared.
2	Trading Arrangements
2.1	In the last financial year of the Group no more than 5 per cent of the aggregate amount of purchases of any of the Group was obtained from the same supplier other than supplies obtained from other members of the Group.
2.2	In the last financial year of the Group no more than 10 per cent of the aggregate amount of the sales of any of the Group was made to the same customer other than sales made to other members of the Group.
2.3	Copies of the standard terms and conditions of business of each of the Subsidiaries (where relevant and/or available), in respect of goods and services supplied by the Subsidiaries, are in the Disclosure Documents.
3	Licences to operate
3.1	The Company and/or the Subsidiaries have not received any written notice in the 24 months prior to the date of this Agreement alleging that any material statutory, municipal, governmental, court and other requirements applicable to the formation, continuance in existence, creation and issue of securities, management, property or operations of any of the Company and/or the Subsidiaries have not been obtained and/or complied with.
3.2	The Company and/or the Subsidiaries have not received any written notice in the 24 months prior to the date of this Agreement alleging that any material licences, consents and other permissions and approvals required for or in connection with the carrying on of the Business have not been obtained.
4	Health and Safety
	The Company and/or the Subsidiaries are in material compliance with all Health and Safety Laws and the Company and the Subsidiaries have not received written notice of any actual, pending or threatened action, claim, complaint, investigation, litigation or formal proceeding against any Company and/or any of the Subsidiaries with respect to any alleged non-compliance by such company with or liability under Health and Safety Law including but not limited to the receipt of any written notice or order from any Health and Safety Regulator claiming any breach of or liability under any Health and Safety Law.
5	Litigation
5.1	None of the Company and/or the Subsidiaries are at present engaged in any legal proceedings (whether civil or criminal), arbitration or formal mediation in relation to any claim over £50,000, other than any matter in which any of the Company and/or the Subsidiaries are a claimant in the collection of debts arising in the ordinary course of business none of which exceeds £10,000 and which do not exceed £50,000 in aggregate.
5.2	None of the Company and/or the Subsidiaries have received notice in writing of:

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(a)	and that there are no circumstances which are likely to give rise to any pending governmental, regulatory investigation or inquiry which is connected with the Company and/or the Subsidiaries (as the case may be); or
(b)	any claim in damages connected with the Company and/or the Subsidiaries, or of an injunction or an application for such an injunction as a party to proceedings, arbitration, or other formal action which is connected with the Company and/or the Subsidiaries (as the case may be).

5.3	There is no judgment, award, order or settlement agreement outstanding against any of the Company and/or the Subsidiaries or their assets the determination of which would have a material and adverse effect on the Group which is not covered by insurance.
5.4	It has not been brought to the attention of the Vendor that any member of the Group or any of their of their officers or Employees has by any act or omission committed any material criminal or unlawful act, any material breach of trust, any material breach of contract or statutory duty or any material tortious act in connection with the businesses or affairs of the Group.
6	Assets
6.1	The Company or a Subsidiary has good and valid title to the tangible assets reflected in the Company Accounts and the Management Accounts (other than trading stock and fixed assets disposed of since the Company Accounts Date in the ordinary course of business). These tangible assets include all the material tangible assets required by the Company or Subsidiary to conduct the business of the Group as it is currently conducted.
6.2	No material tangible asset or property of the Company and/or the Subsidiaries is the subject of any Encumbrance save for:

(a)	any lien arising by operation of law in the ordinary course of trading; or
(b)	any hire or lease agreement in the ordinary course of operation or trading; or
(c)	title retention provisions in respect of goods and materials acquired by the Company and/or the Subsidiaries in the ordinary course of trading.

6.3	All plant, machinery, vehicles and equipment owned or used by the Subsidiaries is in reasonable condition, normal wear and tear excepted, and in reasonable working order for the purpose for which they are required and no written notice has been received that they do not comply with any applicable legal requirement or restriction.
7	Insurance
7.1	The Disclosure Documents includes a list of all material insurance policies currently maintained by or on behalf of the Company and/or the Subsidiaries. All premiums due and payable on such insurance polices have been paid and neither the Company nor the Subsidiaries have received any written notice that the polices relating to them are not in full force and effect or void or voidable.
7.2	The Company and its Subsidiaries has, and at all material times has had, valid insurance cover in respect of their businesses to the level currently maintained as set out in the Disclosure Documents and against risks normally insured against by companies carrying on the same type of business as the Group.
8	Competition
	Each of the Company and the Subsidiaries is not doing and has not done anything and is not and has not been a party to any agreement, concerted practice, or course of conduct which contravenes or contravened, requires or required notification or is the subject of any investigation

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	or action under, the Enterprise Act 2002, Fair Trading Act 1973, the Treaty on the Functioning of the European Union, the Competition Act 1980 and the Competition Act 1998 and no notice has been received of any breach of any other equivalent law or legislation relating to anti-competitive practices or behaviour applicable in any jurisdiction in which the Company or the Subsidiaries operate.
9	Compliance with laws
	No written notice has been received:
9.1	that the Company or any of the Subsidiaries have not conducted the Business in compliance with Applicable Law; or
9.2	of a violation of, or default, with respect to, Applicable Laws which has a material and adverse effect upon the operation of the Business and/or the Group.
10	Non-UK Subsidiary Company Books
	Each of the Non-UK Subsidiaries have complied in all material respects with all the provisions of its constitutional documents.
11	Arrangements with connected parties
	There are not currently outstanding any contracts or agreements to which any of the Company and/or Subsidiaries are party and in which any director or shareholder of any of the Company and/or Subsidiaries or any person connected with any of them is interested which are otherwise:

(a)	than on arm’s length normal commercial terms or;
(b)	entered into in the ordinary course of business.

	For the purposes of this warranty, a person shall be deemed to be interested in a contract if, were he a director of the Company and/or the Subsidiaries (as the case may be), he would be interested in that contract for the purposes of sections 182 to 187 of the Companies Act 2006 in respect of contracts entered into on or after 1 October 2008 and section 317 Companies Act 1985 in respect of contracts entered into before 1 October 2008.
12	Ethics, bribery and corruption
12.1	Neither the Company nor any of the Subsidiaries nor any of their officers or employees have been investigated (or are being investigated as a possible suspect) in relation to any matter involving bribery, corruption or the receipt of the proceeds or benefits of crime by any law enforcement agency or have been debarred by any governmental or regulatory authority from bidding for any contract/business.
12.2	Neither the Company nor any of the Subsidiaries has conducted (or is conducting) an internal investigation in relation to any allegations of any matter involving bribery, corruption or the receipt of the proceeds or benefits of crime or any matter described in paragraph 12.1. Nor have any of the Companies’ or any of the Subsidiaries’ officers or employees reported a violation or suspected violation of the matters described in paragraph 12.1.
12.3	Neither the Company nor any of its Subsidiaries or officers are being investigated for or are being threatened with investigation for or have committed an act subject to a criminal or civil penalty under the Bribery Act 2010.
12.4	Each of the Company and the Subsidiaries is in compliance with the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), the Trading with the Enemy Act (50 U.S.C. Appendix §§ 1, et. seq.) and the USA Patriot Act (Pub. L. 107-56), and neither the Company or any of the Subsidiaries, to the extent applicable: (A) is a Person listed in Executive Order No. 13224

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	(September 23, 2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), any related enabling legislation or any other similar Executive Orders; (B) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control, Department of Treasury, and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation; or (C) is a “Designated National” as defined in the Cuban Assets Control Regulations (31 C.F.R. Part 515).
13	Foreign Exchange Control
	No payment has been made out of South Africa nor has any obligation to make any such payment been incurred by any member of the Retained Group or the Group without first obtaining all necessary approvals from Exchange Control or from Authorised Dealers, as applicable, in respect of such payments or obligations.

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Part 5: Employees

1 The Disclosure Documents contain the following:

(a)	in relation to the UK Subsidiaries, a list of all Employees, as at 2 July 2010, of each of the UK Subsidiaries, together with such Employees’ job titles, basic salaries, ages, lengths of continuous employment and notice periods together with details of any changes since 2 July 2010;
(b)	in relation to the non-UK Subsidiaries, a list of all Employees, as at 2 July 2010 of each of the non-UK Subsidiaries, together with such Employees’ job titles, basic salaries, ages, lengths of continuous employment and notice periods; and
(c)	in relation to each Subsidiary:

(i)	copies of the directors’ service agreements and service agreements (if any) for Employees earning in excess of £40,000 basic salary per annum (each a “Relevant Employee), together with all material amendments, variations and supplements; and
(ii)	an example of the standard terms and conditions of employment in relation to Employees,

	and together these documents show all remuneration, commission arrangements, bonus and other payments and benefits and entitlements provided to or which any of the Subsidiaries are bound to provide as at the date of this Agreement to each Employee.
2	The Company has no employees.
3	No remuneration reviews or negotiations for a material increase in the remuneration or key benefits of an Employee of any of the Subsidiaries are pending.
	Assurances
4	No legally binding commitments have been given to any of the Employees of any of the Subsidiaries as to the improvement of any terms and conditions of employment or services of the Employees other than salary or wage increases in the ordinary course of business or as set out under the Employee’s existing terms and conditions of employment.
	Loans
5	There are no material outstanding loans between a Subsidiary and an Employee of it.
	Termination
6	No Subsidiary has any obligation (whether contractual, discretionary or customary) to make any payment or provide any benefit on the redundancy, retirement or other termination of employment of any Employee, beyond an obligation to make any minimum payment due under relevant legislation or in excess of any entitlements set out in the relevant employment contract.
	Trade Union
7	No Subsidiary recognises a trade union and related documents (if any) are disclosed in the Disclosure Documents.
	Notice
8	No Relevant Employee has given notice of termination of his/her contract of employment or for services or is under notice of termination or ceased to be a Relevant Employee within the last 6 months.

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	Compliance with Requirements
9	Each of the Subsidiaries has in all material respects, in relation to each of its Employees and each of its former Employees, whose employment has ceased within the last 6 months, discharged its obligations to pay all salaries, wages, commissions, bonuses, overtime pay, holiday pay, sick pay, insurance premiums, accrued entitlement under incentive schemes, tax (including PAYE and other withholding tax where appropriate), national insurance contributions or other social security deductions or credits, and other benefits of or connected with employment up to the date of this Agreement.
	Disputes
10	No employment dispute has arisen or industrial action taken place within the last 2 years and no such dispute or industrial action is currently threatened between any Subsidiary and a material number or category of its Employees or former Employees or any trade union, staff association, European or national or local Works Council or other body representing or seeking to represent a material number of Employees or a material number of former Employees.

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Part 6: Pension arrangements relating to the UK Subsidiaries

1	Save for the (i) the GSHP, (ii) the GLAS, and (iii) the Other Pension Arrangements there is not in operation as at the date of this Agreement, nor (other than in relation to the Vector Pension Scheme) has there been in operation in the period since 1 August 2000, nor has any proposal been announced by the Company and/or any of the UK Subsidiaries to enter into or establish, any agreement or arrangement for the payment by the Company and/or any of the UK Subsidiaries of, or payment by the Company and/or any of the UK Subsidiaries of, a contribution towards, a pension, allowance, lump sum or other similar benefit on retirement, death or ill-health for the benefit of, or in respect of, any Employee or former employee of the Company or any of the UK Subsidiaries.
2	Each of Sparex Limited and Spenco Engineering Co. Limited ceased to be participating employers of the Vector Pension Scheme on 31 March 2005; and no other member of the Group has ever participated in the Vector Pension Scheme. No debt owing to the Vector Pension Scheme by either Sparex Limited or Spenco Engineering Co Limited arose as a result of either of their cessations under section 75 Pensions Act 1995 and neither of the aforementioned companies nor any other company in the Group has any liability to or in relation to the Vector Pension Scheme in respect of their participation in the Vector Pension Scheme or otherwise. The Disclosure Documents contain documentation showing that Sparex Limited and Spenco Engineering Co. Limited ceased to participate in the Vector Pension Scheme.
3	All amounts due in respect of the GSHP and each of the Other Pension Arrangements from the Company and/or from the UK Subsidiaries have been paid in accordance with applicable statutory and contractual requirements.
4	The Disclosure Documents contain details of the basis on which the Company and/or the UK Subsidiaries has undertaken to contribute to (i) the GSHP, (ii) the GLAS and (iii) the Other Pension Arrangements, and a schedule setting out a list of all employees of the Company and each of the UK Subsidiaries in respect of whom the Company and/or a UK Subsidiary contributes and in relation to each such employee, the rate and amounts of monthly contributions.
5	Each of the stakeholder schemes comprising the GSHP, Stephen Potter’s Pension Arrangement and the GLAS is Registered, and no assurance, promise or guarantee (oral or written) has been made or given to any individual of a particular level or amount of benefits to be provided for or in respect of him under any of the stakeholder schemes comprising the GSHP and Stephen Potter’s Pension Arrangement on retirement, death or leaving employment. No pensions liability to or in respect of Tom Woolven exists other than the obligation to pay the Ex-gratia Pension (not indexed), and such liability will cease on the death of Tom Woolven.
6	Each of the Company and the UK Subsidiaries have duly complied with all applicable legal and administrative requirements relating to stakeholder pension schemes (as defined in section 1(1) of the Welfare Reform and Pensions Act 1999).
7	There is no civil, criminal, arbitration, administrative or other proceeding or dispute (whether before the Pensions Ombudsman or otherwise) concerning the GSHP or the GLAS or either of the Other Pension Arrangements by or against the trustees or administrator of the GSHP, the GLAS or either of the Other Pension Arrangements, the Vendor, the Company and/or any of the UK Subsidiaries, and so far as the Vendor is aware none is pending or threatened. The Vendor is not aware of any matter that might give rise to any proceeding or dispute concerning any of (i) the GSHP, (ii) the GLAS or (iii) either of the Other Pension Arrangements.
8	Each benefit payable under the GLAS is at the date of this Agreement insured under a policy effected with an insurance company.

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9

No employee of the Company or of the UK Subsidiaries who came to his employment as a result of a transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 or predecessor Regulations was immediately before such transfer accruing benefits in any pension arrangement providing defined benefits other than lump sum death in service benefits.

10

No member of the Group has any liability in relation to the Proceeds Allocation Agreement referred to in the sale and purchase agreement dated 18 January 2006 relating to certain issued shares in Helix Industries Ltd, Calumet Ltd, Rainbow C, Inc., Anglehawk Ltd, Form Fittings Ltd, Powerplan Systems Ltd, Minortravel Ltd and Finplot Ltd, Univisions — Crimson Holdings Inc., and Remrock Trading Ltd between inter alia Finance Holdings Limited, the Vendor and Vector Industries Ltd.

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Part 7: Pension arrangements relating to the non-UK Subsidiaries

1	Save for any non-UK subsidiary pension schemes disclosed in the Disclosure Documents, there is not in operation as at the date of this Agreement, nor has there been in operation in the period since 1 August 2000, nor has any proposal been announced by any of the non-UK Subsidiaries to enter into or establish, any agreement or arrangement for the payment by any of the non-UK Subsidiaries of, or payment by any of the non-UK Subsidiaries of, a contribution towards, a pension, allowance, lump sum or other similar benefit on retirement, death or ill-health for the benefit of, or in respect of, any Employee or former employee of any of the non-UK Subsidiaries. None of the non-UK Subsidiaries has a current obligation to make any payments in relation to any pension arrangements.
2	All amounts due in respect of any non-UK subsidiary pension schemes disclosed in the Disclosure Documents from any of the non-UK Subsidiaries have been paid in accordance with applicable statutory requirements.
3	The Disclosure Documents contain details of the basis on which any of the non-UK Subsidiaries have undertaken to contribute to any non-UK subsidiary pension schemes disclosed in the Disclosure Documents.
4	No assurance, promise or guarantee (oral or written) has been made or given to any individual of a particular level or amount of benefits to be provided for or in respect of him under any non-UK subsidiary pension schemes disclosed in the Disclosure Documents, on retirement, death or leaving employment.
5	Each of the non-UK Subsidiaries have duly complied with all applicable legal and administrative requirements relating to any non-UK subsidiary pension schemes disclosed in the Disclosure Documents.
6	There is no civil, criminal, arbitration, administrative or other proceeding or dispute concerning any non-UK subsidiary pension schemes disclosed in the Disclosure Documents by or against the trustees or administrator of any non-UK subsidiary pension schemes disclosed in the Disclosure Documents, the Vendor, and/or any of the non-UK Subsidiaries, and so far as the Vendor is aware none is pending or threatened. The Vendor is not aware of any matter that might give rise to any proceeding or dispute concerning any non-UK subsidiary pension schemes disclosed in the Disclosure Documents.

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Part 8: Intellectual Property and Information Technology

1	Intellectual Property
	Registered IP
1.1	Details of all registered Intellectual Property owned by the Company and/or the Subsidiaries are included in the Disclosure Documents. All such rights are owned by the company identified as the proprietor of the relevant right in the Disclosure Documents and are free from all charges save for the Composite Guarantee and Debenture dated 13 March 2006.
	Licensed IP
1.2	Details of all written licences of Intellectual Property to which the Company or the Subsidiaries is a party to and that is material to the Business are included in the Disclosure Documents.
	Infringement by the Company
1.3	The Company and the Subsidiaries have not received any written notice in the 24 months prior to the date of this Agreement alleging that the principal services dealt in and/or the goods supplied by the Subsidiaries infringe the Intellectual Property of any third party.
	Infringement by third parties
1.4	In the 24 months prior to the date of this Agreement no third party has infringed, is infringing, or is threatening to infringe, in any material respect, any Intellectual Property owned by the Subsidiaries which are material to the Business.
2	Information technology
	IT disruption
2.1	There has been no failure or breakdown in the six months prior to the date of this Agreement of any information technology infrastructure used in the Business by the Subsidiaries that has caused any material disruption to the business of the Subsidiaries.
	Material agreements
2.2	Details of all material agreements relating to Information Technology which any of the Subsidiaries is a party to (and which, for these purposes, shall not include standard software packages) is included in the Disclosure Documents and all such Information Technology referred to therein is legally and beneficially owned by the Company or, in relation to software, owned by or licensed to the Company.
3	Data Protection
3.1	Sparex Limited and Spenco Engineering Co. Limited are registered under the Data Protection Act 1998.
3.2	In the 24 months prior to the date of this Agreement, neither the Company nor the Subsidiaries has received a notice from the Information Commissioner alleging breach by it of the Data Protection Act 1998, or any equivalent legislation in any jurisdiction.

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Part 9: Property and Environmental

1	Property
	General
1.1	The particulars of the Properties specified in Parts 1, 2 and 3 of Schedule 3 are true and accurate in all material respects.
1.2	The Company and the Subsidiaries do not own or have any interest or right in any land or building other than in relation to any of the Properties, and the Company and/or the Subsidiaries have not entered into any legally binding agreement for the purchase of any such interest.
1.3	The Company and/or each Subsidiary named as registered proprietor (or owner or tenant as the case may be) of each of the Properties is the sole legal and beneficial owner of the Properties and has good title to or a valid leasehold interest in (or has analogous property rights under applicable Law), all Owned Real Property and Leased Real Property, as the case may be, used by it.
1.4	The Vendor has disclosed all material documents and information relating to the Properties which it has in its possession and to the extent it is in possession of documents, each such document is a true and complete copy of the original.
1.5	Any management fees payable by the Company and/or the Subsidiaries pursuant to the Franchise Agreements have been paid in full on the due dates for payment.
1.6	In respect of each Leased Real Property and Owned Real Property:

(a)	there are no mortgages, charges, legal or equitable, specific or floating or debentures;
(b)	the Company or the relevant Subsidiary holds the Property, is in physical possession of the Property on an exclusive basis and no one is in adverse possession of the same; and
(c)	there are no material breaches of any statutory requirements.

1.7	All rents due and payable under the Leased Real Properties have been paid and there is no rent review pending.
	Planning and Development
1.8	No written notice has been received that there is any outstanding enforcement proceeding, monetary claim or liability in respect of the Properties under the Planning Acts and there has been no development (within the meaning of the Irish Planning Acts) carried out on any of the Properties located in Ireland (as described in Part 3 of Schedule 3) within the past seven years. For the purposes of this warranty, “development” means including (without limitation), the carrying out of any works on, in, over or under land or the making of any material change in the use of any structures or land.
	Liabilities
1.9	There is no actual or contingent liability on the part of the Company and/or the Subsidiaries in respect of any other property other than the Properties arising out of any lease, agreement for lease or licence including any actual or contingent liability arising out of:

(a)	any estate or interest previously held by the Company and/or any of the Subsidiaries as original lessees or underlessee; or
(b)	any covenant made by the Company and/or the Subsidiaries in favour of any lessor or any guarantee given by the Company and/or any of the Subsidiaries in relation to a lease or underlease.

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	Disputes
1.10	No written notice, claim, demand, proceedings, or dispute in respect of any of the Properties has been received.
2	Environment
2.1	The Company and the Subsidiaries comply with all applicable Environmental Law in all material respects, and the Company and the Subsidiaries have not received any written notice of any actual, pending or threatened actions by regulatory authorities or third parties in respect of any alleged non-compliance with or liability under Environmental Law.
2.2	The Company and the Subsidiaries have obtained all Environmental Permits for the operation of the Business and comply in all material respects with their terms and conditions.
2.3	The Company and the Subsidiaries have not disposed of or released in, on or under the Properties any Hazardous Substance and no Hazardous Substance has migrated to or from the Properties as a result of the actions of the Company or any of the Subsidiaries in each case to an extent that would be likely to result in liability for remedial action under Environmental Law.
2.4	Since 1 January 2004 the only products containing asbestos supplied by or on behalf of the Company or any Subsidiary are those disclosed in document 17.9 of the Data Room. The Company and the Subsidiaries are in the process of returning to suppliers or properly disposing of in accordance with Applicable Laws any such items still held in stock.
2.5	There are no claims, investigations, proceedings or regulatory enforcement action, in relation to the supply by the Company or any Subsidiary of products containing asbestos.
2.6	Save for the items referred to in warranty 2.4 above which are being returned or disposed of in accordance with the provisions of warranty 2.4, there are no other products containing asbestos present at any premises owned or occupied by the Company or any Subsidiary.

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Part 10: Taxation

1	Taxation provisions
	Proper provision or reserve has been made in the Accounts for all Taxation liable to be assessed on the relevant company for the period in respect of which Accounts relate for such period in accordance with relevant Company Accounts Standards.
2	Disputes and Tax Returns
2.1	Within the last three years, each of the Company and the Subsidiaries have made, given or delivered all material returns, notices, accounts and computations which were required by law to have been made for the purposes of Taxation and all such information, returns, notices, accounts and computations supplied to any Taxing Authority for any purpose were accurate in all material respects.
2.2	The Company and the Subsidiaries are not and have not been in the last three years liable to pay any material penalty, interest, supplement, fine, default surcharge or other similar payment in connection with any Taxation.
2.3	There is no outstanding dispute with any Taxing Authority and none of the Company nor the Subsidiaries have been notified that it is the subject of any non-routine review, audit or investigation by any Taxing Authority.
3	Payments under deduction of taxation
	In the last three years the Company and the Subsidiaries have deducted or withheld all Taxation required to be deducted or withheld from any payments made by the Company and/or the Subsidiaries (as the case may be) and the Company and the Subsidiaries have duly and punctually complied with any obligation to account for any such Taxation deducted or withheld to the appropriate Taxing Authority in so far as the time for so accounting has fallen due.
4	VAT
4.1	The Company and the UK Subsidiaries are registered for the purposes of VAT (as appropriate).
4.2	Within the last three years, the Company and the Subsidiaries have complied in all material respects with all statutory provisions, regulations and notices relating to VAT and has duly and punctually accounted for and/or paid to the relevant Taxing Authorities all amounts of VAT which it ought to have so accounted for and/or paid.
4.3	Neither the Company nor the UK Subsidiaries have within the last three years been required by any Taxing Authority to give security or been in default in respect of any period for the purposes of section 59 or 59A Value Added Tax Act 1994.
5	Sparex Limited Compensating Adjustments
5.1	All Sparex Limited Compensating Adjustments have been validly made and on a proper basis and have not been, and will not be at any time on or prior to Completion, revoked, and are consistent with the computations or calculations made (within the meaning of the Compensating Adjustment Provisions) by or on behalf of FinanceCo in respect of the relevant arm’s length provision.

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SCHEDULE 5

Purchaser Warranties

1	The Purchaser is a company duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
2	The entry into this Agreement by the Purchaser and consummation by the Purchaser of the transactions contemplated hereby, and the execution and delivery of the other agreements, documents and instruments to be executed and delivered by the Purchaser at Completion pursuant to this Agreement and the transactions contemplated thereby have been duly authorised by all necessary action on the part of the Purchaser.
3	Save as provided in clause 4 of this Agreement, no consent or approval of, authorisation or order of any court or any governmental, regulatory or other authority which has not been obtained or made at the date of this Agreement is or will required by the Purchaser for the execution or the transfer of any of the shares contemplated by Agreement.
4	Save as disclosed in writing at the date of this Agreement or at any time prior to Completion, neither the Purchaser, nor any member of the Purchaser’s Group, nor any director or officer of a member of the Purchaser’s Group or any of their respective legal, financial, banking or other professional advisers is at Completion actually aware of any event which is or would or may with the passage of time, the giving of notice, the taking of action, or the failure to take any action, result in a breach of any of the Warranties.
5	The Purchaser has not:

(a)	entered into any arrangement or composition for the benefit of its creditors or any of them nor has it (or its agent or nominee) convened a meeting of its creditors;
(b)	submitted to its creditors or any of them a proposal under Part I Insolvency Act 1986;
(c)	entered into any arrangement, scheme, compromise, moratorium or composition with any of its creditors (whether under Part I Insolvency Act 1986 or otherwise);
(d)	made an application to the Court under Part 26 of the Companies Act 2006 or resolved to make such an application;
(e)	presented a petition for winding up nor has it received written notice that a petition for winding up has been presented against it which has not been withdrawn within 14 days, nor has it received written notice that a winding up order has been made against it or a provisional liquidator appointed;
(f)	been the subject of a resolution for voluntary winding up (other than a voluntary winding up while solvent for the purposes of an amalgamation or reconstruction which has the prior written approval of the other party) nor has a meeting of its shareholders been called to consider a resolution for winding up;
(g)	received written notice that an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor; or
(h)	had a written demand for the payment of sums due served upon it in accordance with section 123(1)(a) Insolvency Act 1986 which has not been settled or disputed.

6 The Purchaser:

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(a) has not received notice that it is the subject of an interim order under Schedule 1B Insolvency Act 1986 nor has it made an application to Court for such an order;

(b) has not received notice that it is the subject of an administration order, nor has a resolution been passed by the directors or its shareholders for the presentation of a petition for such an order nor has it received written notice that a petition for such an order been presented or come into force; or

(c) is not subject to a resolution passed by the directors or the shareholders for written notice of appointment of an administrator to be filed with the Court, nor has it received notice that a written notice of appointment of an administrator been filed with the Court by the holder of a floating charge or by the company or its directors.

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SCHEDULE 6

Limitations on liability under the Warranties

1 Scope and general

1.1 The Purchaser shall not be entitled to claim for any indirect or consequential loss or loss of profit or for any loss of goodwill after Completion, whether actual or prospective.

1.2 The Vendor shall only be liable in respect of a Claim if and to the extent that such Claim becomes a determined Claim which shall mean a Claim:

(a) which has been resolved by written agreement between the Vendor and the Purchaser; or

(b) which is the subject of an order as to both liability and quantum made by a court or tribunal of competent jurisdiction or arbitration where either no right of appeal lies or the parties are debarred (whether by the passage of time or otherwise) from exercising such a right.

1.3 Nothing in this Schedule shall have the effect of excluding, limiting or restricting any liability of the Vendor in respect of a Claim arising as a result of fraud by the Vendor.

1.4 The Purchaser hereby agrees and undertakes that (in the absence of fraud) it has no rights against and shall not make any claim against any employee, director, agent or adviser of the Vendor or the Retained Group or any employee of the Company and/or the Subsidiaries or whom it may have relied before agreeing to any term of this Agreement and any other agreement or document entered into pursuant to this Agreement or entering into this Agreement or any such other Agreement.

1.5 Each provision of this Schedule 6 shall be read and construed without prejudice to each of the other provisions of this Schedule 6.

1.6 Nothing in this Agreement shall or shall be deemed to relieve or abrogate the Purchaser of any common law or other duty to mitigate any loss or damage

1.7 Where it is necessary to determine whether a monetary limit or threshold set out in paragraph 6 has been reached or exceeded (as the case may be) and the value of the relevant Claim or Claims is expressed in a currency other than pounds sterling, the value of each such Claim shall be translated into pounds sterling at the prevailing exchange rate applicable to that amount of that non-sterling currency by reference to middle-market rates quoted by Royal Bank of Scotland plc at the opening of business in London on the date of receipt by the Vendor of written notification from the Purchaser in accordance with paragraph 3.3 of the existence of such Claim or claim under the Tax Deed or, if such day is not a Business Day, on the Business day immediately preceding such day.

2 Cap on liability

The aggregate liability of the Vendor (together with any costs and expenses of recovery) in respect of all and any Claims and claims under the Tax Deed (other than claims under the Warranties contained in paragraphs 1 to 6 of Part 1 (Title and Capacity) of Schedule 4) shall not exceed a sum equal to 20% (twenty per cent) of the aggregate of the Consideration paid to the Designated Account pursuant to clause 7.1(b) and 20% (twenty per cent) of the sum equal to the Intra-Group Indebtedness paid to the Designated Account pursuant to clause 7.1(c).

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3 Time limits for making Claims

3.1 No Claim may be made against the Vendor unless notice (complying with the provisions of paragraph 3.3 below) of such Claim is served on the Vendor in writing as soon as practicable after the Purchaser becomes aware of the circumstances giving rise to a Claim and, in any event:

(a)

in the case of a Claim under the Tax Warranties, before the date falling four years after Completion; and

(b)

in the case of any other Claim before 30 June 2012, provided that, subject to paragraphs 4 (Right to remedy), 5 (Contingent liabilities), 11 (Conduct of Claims) and 12 (Insurance policies), the liability of the Vendor shall, subject to clause 3.2 below, cease absolutely unless within six months of service of such notice legal proceedings in respect of such Claim have been properly issued and validly served on the Vendor.

3.2 If the Purchaser has, in accordance with paragraph 3.1, given notice of a Claim prior to the date falling four years after Completion or 30 June 2012 (as the case may be) and the Company or any Subsidiary has made a claim against its insurers as contemplated by paragraph 12.1, the six month period referred to in paragraph 3.1 in which legal proceedings have to be issued and validly served shall be a period commencing on the date that notification of the Claim has been given to the Vendor in accordance with paragraph 3.1 and ending 12 months after service of such notice or, if earlier, the date when the claim against the insurer has been settled with the insurer or a judgement against the insurer has been obtained in a court of competent jurisdiction in respect of the amount claimed from the insurer.

3.3	A notice of Claim shall specify in reasonable detail the specific matter in respect of which the Claim is made and a calculation of the amount claimed (detailing the Purchaser’s calculation of loss thereby alleged to have been suffered by it or the relevant member of the Purchaser’s Group).
4	Right to remedy
	The Vendor shall not be liable for any Claim if the alleged breach which is the subject of the Claim is capable of remedy, and is remedied to the reasonable satisfaction of the Purchaser by the Vendor within 60 days of the date on which the notice in paragraph 3.1 above is received by the Vendor (and the Purchaser agrees to use all reasonable endeavours to assist and to procure the assistance of the Company in remedying such breach at the reasonable cost of the Vendor).
5	Contingent liabilities
	No Claim may be made against the Vendor based upon a liability which is contingent unless and until such contingent liability becomes an actual liability.
6	Threshold and de minimis
6.1	The Vendor shall not be liable in respect of any Claim or any claim under the Tax Deed unless the aggregate liability for all Claims and claims under the Tax Deed exceeds the sum of £700,000 (taking no account of any Claims or claims under the Tax Deed referred to in paragraph 6.2 below), in which case the Vendor shall be liable for the entire amount and not merely the excess.
6.2	In calculating liability for Claims and claims under the Tax Deed for the purposes of paragraph 6.1 above, any Claim or claim under the Tax Deed which is less than the sum of £70,000 (excluding interest, costs and expenses) shall be disregarded.
6.3	For the purposes of paragraphs 6.1 and 6.2, where a Claim or claim under the Tax Deed relates to more than one event, circumstance, act or omission which event, circumstance, act or omission would separately give rise to a Claim or claim under the Tax Deed, such claim shall be treated as a separate Claim or claim under the Tax Deed (as applicable) in respect of each such event, circumstance, act or omission.

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7	Changes in legislation
7.1	The Vendor shall not be liable in respect of a Claim if such Claim would not have arisen but for, or is increased directly or indirectly as a result of:

(a)	the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body in any case occurring on or after the date of this Agreement; or
(b)	an increase in the Taxation rates or an imposition of Taxation in each case not actually or prospectively in force at the date of this Agreement; or
(c)	the change by statute or by any regulatory or other body of any accounting policy or a change in the application of any accounting policy or estimation technique in the preparation of financial statements by the Purchaser or any member of the Purchaser’s Group.

8	Acts of Purchaser
8.1	The Vendor shall not be liable in respect of a Claim if such Claim is attributable to, or is increased directly or indirectly as a result of:

(a)	any act, omission, transaction or arrangement carried out at the request of or with the approval of the Purchaser before or at Completion; or
(b)	any voluntary act or omission effected by any member of the Purchaser’s Group after Completion or otherwise than pursuant to a legally binding commitment entered into before Completion or otherwise than in the ordinary course of business; or
(c)	any breach by the Purchaser of any of its obligations under this Agreement or any of the documents referred to or incorporated in it or any obligations entered into pursuant thereto; or
(d)	any reorganisation or change in ownership of any member of the Purchaser’s Group on or after Completion; or
(e)	any change in the basis of accounting, tax computation or trading of any member of the Purchaser’s Group after Completion.

9	Mitigation
	The Purchaser shall procure that, and shall procure in respect of each member of the Purchaser’s Group that, all reasonable steps are taken by it and each member of the Purchaser’s Group and all reasonable assistance is given by it and each member of the Purchaser’s Group to avoid or mitigate any loss or liability (without prejudice to any similar obligation existing at law generally or any other specific term of this Agreement) which might give rise to any Claim.
10	Recovery from another person
	Prior recovery
10.1	If the Purchaser, or any member of the Purchaser’s Group, recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which relates to the Claim, that amount (less any reasonable costs incurred in obtaining such recovery and less any Taxation attributable to the recovery after taking account of any tax relief available in respect of any matter giving rise to such Claim) shall to that extent reduce or satisfy, as the case may be, such Claim.

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	Subsequent recovery
10.2	If the Vendor pays an amount in respect of a Claim and the Purchaser, or any member of the Purchaser’s Group, subsequently recovers (whether by payment, discount, credit, relief or otherwise) from a third party an amount which relates to such Claim, the Purchaser shall procure that the relevant member of the Purchaser’s Group shall pay to the Vendor an amount equal to the lesser of the amount recovered from the third party less any reasonable costs and expenses incurred in obtaining such recovery and the amount previously paid by the Vendor to the Purchaser.
11	Conduct of Claims
	Access to and preservation of information
11.1	If the Purchaser or a member of the Purchaser’s Group becomes aware of any Claim or a claim under the Tax Deed or any matter or circumstance which might give rise to a claim or of an entitlement to recover (whether by payment, discount, credit, relief or otherwise) from a third party an amount which relates to the subject matter of a Claim or a claim under the Tax Deed, the Purchaser shall and shall procure that the relevant one of the Company and/or the Subsidiaries shall:

(a)	within 10 Business Days of such claim coming to the notice of the Purchaser give written notice thereof to the Vendor specifying the nature of the possible claim in reasonable detail;
(b)	subject to the proviso at the end paragraph 11.1(d), not make any admission of liability, agreement or compromise to or with the said third party without the prior agreement in writing of the Vendor;
(c)	give the Vendor and their professional advisers reasonable access during normal business hours to the Properties and to any relevant chattels, accounts, documents and records within the possession or control of the Purchaser to enable the Vendor and their professional advisers to examine such chattels, accounts, documents and records and to take copies and photographs thereof at its own expense. Provided that the rights of the Vendor under this paragraph (c) shall be subject to any confidentiality restriction contained in this Agreement or any other document to which the Vendor is a party and be suspended during any period during which the Purchaser or any member of the Purchaser’s Group and the Vendor is involved in any dispute relating to any member of the Purchaser’s Group (but such suspension shall only take effect from the date on which formal legal proceedings are initiated in relation to such dispute), provided that such suspension:

(i)	shall only extend to any matter which is the subject of such dispute;
(ii)	shall not operate to the extent that the Vendor requires access to any information for the purposes of complying with any requirements of law or of the Stock Exchange or of any other relevant national or supra-national regulatory, governmental or quasi-governmental authority; and
(iii)	shall not operate to restrict or adversely affect any rights of discovery or any similar or other rights arising out of or relation to any litigation or similar proceedings which the Vendor would otherwise have; and

  (d) take such action with such third party as the Vendor may reasonably request to avoid, dispute, resist, compromise or defend any such claim provided that neither the Purchaser nor any member of its Group shall be obliged to defend any legal proceedings in relation to any such claim except:

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(i)	following a reference to leading counsel in accordance with paragraph 11.3 and the obtaining of an opinion from such counsel in accordance with paragraph 11.4(a); and
(ii)	where to do so would not, in the opinion of the Purchaser acting reasonably, be materially detrimental to the business or reputation of it or its Affiliates.

11.2 The Vendor shall indemnify the Purchaser and each member of its Group with all reasonable costs, charges and expenses incurred by it in complying with its obligations under the foregoing provisions of this paragraph 11.

11.3 In the event that the Purchaser is required under the foregoing provisions of this paragraph 11 to make a reference to counsel, the Purchaser shall seek the opinion of such leading counsel (or similar person in the jurisdiction in which the relevant claim is being made) as the Purchaser and the Vendor may agree within 10 Business Days after such request is made by the Purchaser or (failing such agreement within such time) as the President for the time being of the Law Society in England and Wales (or a similar officeholder in the organisation in the jurisdiction in which the relevant third party claim is being made which most closely approximates to the Law Society’s function of representing the legal community in such jurisdiction) may nominate on the application of the Purchaser or the Vendor (“Leading Counsel”) as to the merits of the relevant third party claim and who shall be Queen’s counsel of good standing and of at least 10 year call. The opinion of Leading Counsel shall be sought on the following basis:

(a)	Leading Counsel shall be instructed jointly by the Vendor’s Solicitors and the Purchaser’s Solicitors who shall be jointly instructed by the Purchaser and the Vendor; and
(b)	the fees and expenses of Leading Counsel shall be borne by the Vendor.

11.4 If the opinion of Leading Counsel is that:

  (a) the Purchaser or the relevant member of the Purchaser’s Group (as appropriate) has a more than 50 per cent chance of succeeding in defending the relevant claim made by, the relevant third party in whole or in part:

(i)	the Purchaser or the relevant member of the Purchaser’s Group (as appropriate) shall either, take such steps as are so reasonably required by the Vendor; or
(ii)	the Purchaser shall waive all rights it may have to make any Claim in relation to the subject matter relevant Claim; or

  (b) the Purchaser or the relevant member of the Purchaser’s Group (as appropriate) has a less than 50 per cent chance of succeeding in defending the relevant claim made by, the relevant third party, the Purchaser or the relevant member of the Purchaser’s Group (as appropriate) shall not be required to defend any legal proceeding under the foregoing provisions of this paragraph 11.

11.5 The parties agree that the foregoing provisions of this paragraph 11 shall not apply to the Warranties contained paragraphs 1 to 6 in Part 1 (Title and Capacity) of Schedule 4.

12 Insurance policies

12.1 In respect of any matter which would give rise to a Claim, if the Company and/or its Subsidiaries is entitled to claim under any policy of insurance (or would have been so entitled had the Purchaser or the Company and/or any of its Subsidiaries maintained in force the policies of insurance maintained by or on behalf of the Company and/or its Subsidiaries immediately prior to Completion or policies providing equivalent cover thereto), then no such matter shall be the subject of a Claim unless and until the Purchaser or, as the case may be, the relevant member of the Purchaser’s

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	Group shall have made a claim against its insurers and used reasonable endeavours to pursue such claim and such claim has been settled or rejected by such insurer; and any such insurance claim (or any claim which could have been made had such policies or their equivalents been maintained as aforesaid) shall be dealt with in accordance with paragraph 10.1 (Prior recovery) and paragraph 10.2 (Subsequent recovery).
13	Purchaser’s knowledge
13.1	The Vendor shall not be liable for any Claim under this Agreement if and to the extent that any of the Purchaser or any member of the Purchaser’s Group or any director of a member of the Purchaser’s Group or any of their respective legal, financial, banking or other professional advisers were aware at the date of this Agreement (or ought reasonably to have been aware having regard to the nature and type of investigations, enquiries, searches, inspections and other due diligence carried out by or on behalf of any of them) of the facts, matters, events or circumstances which are the subject matter of the Claim.
13.2	The Purchaser represents and warrants that, save as disclosed in writing prior to Completion, neither the Purchaser, nor any member of the Purchaser’s Group, nor any director or officer of a member of the Purchaser’s Group or any of their respective legal, financial, banking or other professional advisers is at Completion aware of any event which is or would or may with the passage of time, the giving of notice, the taking of action, or failure to take any action, result or may result in a breach of any of the Warranties.
14	Allowance, provision or reserve in the Accounts and/or Management Accounts and/or UK Unaudited Accounts

  No matter shall be subject to a Claim to the extent that:

(a)	allowance, provision or reserve in respect of such matter shall have been made in the Accounts and/or Management Accounts and/or UK Unaudited Accounts or such matter was referred to in the notes thereto; or
(b)	such matter has been included in calculating creditors or deducted in calculating debtors in the Accounts and/or Management Accounts and/or UK Unaudited Accounts and (in the case of creditors or debtors) is identified in the records of the Company or shall have been otherwise taken account of or reflected in the Accounts and/or Management Accounts and/or UK Unaudited Accounts.

15	Disclosure Letter and Supplementary Disclosure Letter
	No Claim may be made against the Vendor to the extent that the subject matter of any Claim is fairly disclosed (as defined in clause 9.1 of this Agreement) in the Disclosure Letter and/or any of the Disclosure Documents and in respect of events and circumstances following the date of this Agreement only, the Supplementary Disclosure Letter (if any).
16	Matters prior to 21 April 2000
	No Claim or any claim under the Tax Deed may be made against the Vendor to the extent that such Claim relates to a liability that arose directly or indirectly from a matter, fact or circumstance prior to 21 April 2000.
17	No double recovery
17.1	No liability shall attach to the Vendor by reason of any breach of any of the Warranties to the extent that the same loss has been recovered by the Purchaser under any other Warranty or term of this Agreement or any other document entered into pursuant hereto and accordingly the Purchaser may only recover once in respect of the same loss.

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17.2	In calculating the liability of the Vendor for any breach of the Warranties there shall be taken into account the amount by which any Taxation for which the Company and/or the Subsidiaries or the Purchaser is now or in the future accountable or liable to be assessed is reduced or extinguished as a result of the matter giving rise to such liability.
18	Net benefit
	The Vendor shall not be liable for any Claim to the extent that the subject of the Claim has been or is made good or is otherwise compensated for without cost or loss to the Purchaser’s Group or to the Company or any Subsidiaries.
19	Transferability of rights
	This Agreement shall be actionable only by the Purchaser and no other party shall be entitled to make any Claim or take any action whatsoever against the Vendor under or arising out of or in connection with this Agreement.
20	Pensions, Property, Environment, Intellectual Property, Employment and Tax
20.1	No Claim may be made against the Vendor under this Agreement:

(a)	(save pursuant to the Warranties contained in Parts 6 and 7 of Schedule 4) to the extent that the Claim relates to or is in connection with any matter concerning the GSHP, GLAS and/or pensions and the Purchaser acknowledges and agrees that none of the Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of the GSHP, GLAS or pension matters and that the Vendors makes no other warranty in respect of pension matters; or
(b)	(save pursuant to the Warranties contained in Part 9 of Schedule 4) to the extent that the Claim relates to or is in connection with any matter concerning Property and the protection or pollution of the Environment, the Purchaser acknowledges and agrees that none of the Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of Property and Environment matters and that the Vendors makes no other warranty in respect of Property and Environment matters; or
(c)	(save pursuant to the Warranties contained in Part 8 of Schedule 4) to the extent that the Claim relates to or is in connection with any matter concerning Intellectual Property and/or information technology and the Purchaser acknowledges and agrees that none of the Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of Intellectual Property and/or information technology matters and that the Vendors makes no other warranty in respect of Intellectual Property and/or information technology matters;
(d)	(save pursuant to the Warranties contained in the following Parts of Schedule 4:

(i)	Part 3: Warranty 9 only, Part 4: Warranties 5.4 and 12.1 to 12.3 only and Parts 5, 6, 7; and
(ii)	(in each case only in respect of claims concerning Health and Safety Law) Part 4: Warranties 4, 5.3 and 7.2 only and Part 9: Warranties 2.4 to 2.6 only),

to the extent that the Claim relates to or is in connection with any matter concerning employment and/or employees and the Purchaser acknowledges and agrees that none of the other Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of employment matters and that the Vendor makes no other warranty in respect of employment matters; or

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(e) (save pursuant to the Warranties contained in Part 10 of Schedule 4) to the extent that the Claim relates to or is in connection with any matter concerning Tax and the Purchaser acknowledges and agrees that none of the other Warranties shall or shall be deemed to be, whether directly or indirectly, a warranty in respect of Tax and that the Vendor makes no other warranty in respect of Tax.

21	Subsequent disposal
	The Vendor shall not be liable to satisfy any claim which is made after the Company ceases to be a subsidiary of the Purchaser or if any shares in the relevant Company are quoted on any stock exchange.
22	Value Added Tax
22.1	As soon as reasonably practicable after the date of this Agreement, the Vendor shall procure that (if one has not already been made) an application shall be made to HM Revenue & Customs pursuant to section 43B VATA for the exclusion of each of the Company and the Subsidiaries from membership of the same VAT groups as the Vendor (or an associate of the Vendor) for the purposes of section 43B VATA (the “Vendor VAT Groups”) and for such exclusion to take effect on Completion or if HM Revenue & Customs do not permit this, at the earliest date following Completion permitted by section 43B VATA.
22.2	Pending the taking effect of such application and for so long thereafter as may be necessary, each of the Vendor and the Purchaser shall procure that such information is provided to the other as may be required to enable the continuing representative member of the Vendor VAT Groups to make all the returns required of it in respect of the Vendor VAT Groups.
22.3	When the exclusion takes effect after Completion, the Vendor and the Purchaser shall procure that such payments shall be made between such representative member and the Company and Subsidiaries as may be appropriate to ensure that the resulting position of each of the Company and Subsidiaries concerned is as close as possible to the position which would have obtained if such application or applications had taken effect on the date of Completion.
22.4	The parties to this Agreement undertake that they will on request promptly supply or procure that there is supplied to the other parties all information, particulars and access to and copies of records reasonably relevant to any liability of the parties under this paragraph 22.
22.5	The deeming provisions of Section 43(1) VATA shall be disregarded in determining for the purposes of this paragraph 22 what supplies or acquisitions or importations have been made or are deemed to have been made by or to any person.
23	Taxation
	The provisions of paragraphs 7, 8, 10, 14, 17 and 18 of this Schedule 6 shall not apply in respect of any Claim under any of the Tax Warranties.

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SCHEDULE 7

Conduct of Business before Completion

1	Alter its share capital or the rights attaching to any of its shares;
2	Create, allot, issue, redeem, purchase, consolidate, convert or subdivide any share or loan capital or any securities convertible into shares or grant any options for the issue of any such securities.
3	Send any notice to its shareholders or pass any shareholder resolution (in each case otherwise than may be required by rule, law or regulation).
4	Subscribe or otherwise acquire, or dispose of any shares in the capital of any company.
5	Acquire or dispose of the whole or part of the undertaking of it or of any other person, firm or company.
6	Declare or pay any dividend or make any other distribution save for a net increase of the loan owing to Sparex Limited by FinanceCo not exceeding the sum of £870,000, in cash, or accrual of interest on the loan owing from the Company to FinanceCo or the levy of management charges by Vector Industries Limited on any of the Company and/or the Subsidiaries to the extent that any such dividend or distribution is paid on or prior to 26 November 2010.
7	Create any mortgage, charge, pledge, lien, assignment, hypothecation, or other security interest upon or over the whole or any part of its assets.
8	Borrow monies (other than by way of its agreed overdraft facility), accept credit (other than normal trade credit), make payments out of or drawings on its bank accounts (other than in the ordinary and usual course) or make any loan or repay any loan or financial facility (in each case, other than in the ordinary course of business) save to the extent that FinanceCo increases the loan owing to Sparex Limited by a sum not exceeding £870,000, in cash on or prior to 26 November 2010 or there is any movement (either an increase or decrease as the case may be) in the loan owing by FinanceCo to Sparex Limited provided that the result of such movement is nil on the Completion Date.
9	Authorise the cessation of the use of the name “Sparex” as it is being used by the Business at the date of this Agreement.
10	Vary the terms of appointment or employment of any officer or any of the Key Employees, increase or vary the remuneration, pension rights or other benefits of any such officer or Key Employee, or appoint or dismiss any officer or such Key Employee.
11	Dismiss any Key Employee other than for gross misconduct and/or summarily dismiss any such employee.
12	Vary materially any terms of any of its policies of insurance or knowingly take any action which invalidates any of its policies of insurance.
13	Make any change to its auditors or its bankers or change its accounting reference date or accounting policies, except where such change is recommended by its auditors as a consequence of a change in generally accepted accounting practices or policies applicable to companies carrying on businesses of a similar nature, or as a consequence of a change in law.
14	Adopt any new pension scheme or amend the terms of an existing pension scheme.
15	Propose any scheme or plan of arrangement, reconstructions, amalgamation or demerger.
16	Make any proposal for the winding-up or liquidation of any member of the Group.

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17	Not collect or release trade receivables which become due to any member of the Group other than in the ordinary and normal course of Business in accordance with past practice.
18	Make any payment otherwise than on arm’s length basis other than such payments that are made in the ordinary course of business as it is carried out at the date of this Agreement or save to the extent that FinanceCo increases the loan owing to Sparex Limited by a sum not exceeding £870,000, in cash and any such payment to FinanceCo is made on or prior to 26 November 2010.
19	Amend or terminate any material contract or commitment with suppliers or customers or Information Technology service providers other than in the ordinary course of business.
20	Commence or conduct any litigation so commenced by it (save for the collection of debts arising in the ordinary course of business) or settle or compromise any claim or dispute, other than, in each case, such action that is required and would be carried out in the ordinary course of business but for the application of the terms of this paragraph.
21	Engage any employee on terms that either his contract cannot be terminated by three months’ notice or less or his emoluments and/or commissions or bonuses are or are likely to be at the rate of £50,000 per annum or more or increase the emoluments and/or commissions or bonuses or any employee to more than £50,000 per annum or vary the terms of employment of any employee earning (or so that after such variation he will, or is likely to earn) more than £50,000 per annum.
22	Save for continuing to negotiate the agreements for leases and renewal of leases disclosed in the Data Room where such negotiations are concluded on market terms, agree to lease or share possession or occupation of any Property held or occupied by a member of the Group or amend the terms of any existing lease in respect of a Property.
23	Enter into any agreement to licence or part with or share the Intellectual Property in the Trade Marks or the Sparex catalogues, fail to maintain the registration of the Domain Names or transfer the Websites or the Domain Names to any other person.
24	Enter into any contract or binding commitment to do any of the acts or matters referred to in this Schedule 7.

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ATTESTATIONS
Executed and delivered as a deed	)
by RUBICON PARTNERS	)	Designated member
INDUSTRIES LLP	)
acting by its designated members	)
in the presence of:	)
		Designated member

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Executed as a deed by AGCO INTERNATIONAL HOLDINGS BV
acting by:


/s/ R. N. Batkin

[signature of director]


R. N. Batkin

[print name of director]

Director

in the presence of:


/s/ Joanne Ray

[signature of witness]


Joanne Ray

[print name of witness]

Address

Occupation

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EX-10.23

Exhibit 10.23

AGREEMENT

With the present agreement between:

AGCO GMBH, with registered office in Germany, D-87616 Marktoberdorf, Johann-Georg-Fendt- Str.4, acting by its special attorney-in-fact Mr Roger Batkin, Italian tax number BTKRRN68M23Z1140 pursuant to the power of attorney granted on September 23, 2010

(hereinafter “AGCO”),

on the one side,

and

A.R.G.O. S.p.A., with registered office in San Martino in Rio, Reggio Emilia, Via Lemizzone 1, and whose fiscal code is 01327400352, acting by its President of the board of directors Mr Valerio Morra, Italian tax number

(hereinafter “ARGO”);

on the other side,

whereas

(A)	the Parties entered into an agreement (hereinafter “Agreement”) where ARGO undertakes to sell and AGCO undertakes to purchase 10,000,000.00 (ten million) shares with a par value of € 1.00 (one/00) each, globally representing 50% (fifty percent) of the share capital of LAVERDA S.P.A. (hereinafter the “Shares”).
(B)	The Agreement provides that part of the agreed upon price of the Shares might be composed of Agco Corporation Common Stock (hereinafter “Common Stock”).
(C)	In case part of the agreed upon price of the Shares were composed of Agco Corporation Common Stock, the Agreement provides that the Common Stock would be purchased on the market by Morgan Stanley & Co Incorporated at such times and in such manners as specified by ARGO.

This constituting an integral part of the present Agreement, the following is agreed and stipulated. Now, therefore:

1 ARGO undertakes to enter into an agreement with Morgan Stanley & Co Incorporated in a due time so that the parties can fulfill their obligations on the date of closing (as defined in the Agreement — hereinafter “Closing”), and, in any case, at the latest within 10 days prior to the Closing. Scope of the agreement shall be opening a client account and giving instructions to purchase the Common Stock,

2 ARGO undertakes to communicate to AGCO the number of such client account within 10 days prior to the Closing so that AGCO is able to place the funds at disposal as provided by the Agreement.

3 ARGO shall bear costs, fees, commission due to Morgan Stanley & Co Incorporated related to the purchase of the Common Stock,

4 Any disputes between the Parties arising or however deriving from, or occasioned by the present agreement, including its formation, shall be placed before the exclusive judgement of a board of three arbitrators, two appointed one by each party and the third, acting as chairman, as agreed by the first two arbitrators or, if an agreement is not reached, by the President of the Court of Milan, as requested by the most diligent party. Art. 809 et seq. of the Code of Civil Procedure shall apply and furthermore the acceptance of the appointed Arbitrator shall be made within 21 days of the appointment, without prejudice to the fact that, in the absence of such acceptance, Art. 810, II paragraph of the Code of Civil Procedure shall apply.

The Board of Arbitration shall sit in Milan.

The arbitration proceedings thus initiated shall be ritual under the terms of Art. 806 et seq. of the Code of Civil Procedure, and therefore the decision of the arbitrators shall be effective as provided for in Art. 824 of the Code of Civil Procedure.

The award shall be issued within the deadline provided for in the law and shall be challengeable even in the case that the arbitrators did not decide the merits of the case according to rules of law.

The arbitrators shall decide upon the costs.

The present agreement is governed by Italian law, with regard to its formation, as well as to its validity, efficacy, execution and termination.

/s/ Roger Batkin	/s/ Valerio Morra
AGCO GmbH (Roger Batkin)	ARGO S.p.A. (Valerio Morra)

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SHARE PURCHASE AGREEMENT

With the present Contract (the “CONTRACT”) between:

AGCO GMBH, a company duly organised and existing in accordance with the laws of the German Federal Republic, whose registered office is in Germany, D-87616 Marktoberdorf, Johann-Georg-Fendt-Str.4, acting by its special attorney-in- fact Mr Roger Batkin, Italian tax number BTKRRN68M23Z1140 pursuant to the power of attorney granted on September 23, 2010

(hereinafter “AGCO”),

on the one side,

and

A.R.G.O. S.p.A., a company duly organised and existing in accordance with the laws of the Italian Republic, whose registered office is in San Martino in Rio, Reggio Emilia, Via Lemizzone 1, and whose fiscal code is 01327400352, acting by its President of the board of directors Mr Valerio Morra, Italian tax number

(hereinafter “SELLER”);

on the other side,

whereas

(A)	LAVERDA S.p.A., whose registered office is in Breganze (Vicenza), Via Francesco Laverda 15/17, and whose fiscal code is 01892380351 (hereinafter “LAVERDA”), is a company active in the production of sales of combine harvesters and agricultural machines, governed by the by-laws attached to the present CONTRACT as Attachment (A), whose share capital, amounting to €20,000,000.00 (twenty million/00), is fully paid up and represented by twenty million shares with a nominal value of €1.00 (one/00) each;
(B)	the SELLER is, and will be on the date of CLOSING, the owner of all of the shares that constitute and will constitute 50% (fifty percent) of the share capital of LAVERDA, and there are not and will not be any other category of LAVERDA shares, convertible bonds, financial instruments or financing allocated to a specific business activity as per Art. 2447 bis of the Civil Code;
(C)	under the terms and conditions of the present CONTRACT, the SELLER intends to sell to AGCO its 10,000,000.00 (ten million) shares in LAVERDA with a value of €1.00 (one/00) each, globally representing 50% (fifty percent) of the share capital of LAVERDA (hereinafter “SHARES”);
(D)	AGCO intends to buy the aforesaid SHARES.

This constituting an integral part of the present CONTRACT, the following is agreed and stipulated. Now, therefore:

1.	OBJECT OF THE PRESENT CONTRACT
1.1.	The present CONTRACT has as its object 10,000,000.00 (ten million/00) SHARES with a value of €1.00 (one/00) each, corresponding to 50% (fifty percent) of the share capital of LAVERDA owned by the SELLER.

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2.	TRANSFER OF THE SHARES
2.1.	Under the terms and conditions laid down in the present CONTRACT, the SELLER undertakes to sell and deliver the SHARES to AGCO, which undertakes to acquire them under the same terms and conditions.
	The acquisition and sale of the SHARES shall take place on the date of CLOSING referred to in Art. 7 below.
3.	OBLIGATIONS OF THE SELLER AND AGCO
3.1.	AGCO and the SELLER, as far as each one is concerned, undertake to ensure that, on the date of CLOSING indicated in Art. 7 below and, at the latest, at the same time as the CLOSING;
3.1.1.	The directors of LAVERDA Mr Pierangelo Morra, Valerio Morra and Giuliano Anceschi and the statutory auditors of LAVERDA Mr Roberto Iori and Ms Milena Del Rio and the director of FELLA WERKE GmbH Mr Valerio Morra have validly tendered their resignations, received their agreed-upon remuneration, if any, and declared that they have nothing further to claim from LAVERDA and from FELLA WERKE GmbH if the case may be;
3.1.2.	The directors, with the favourable vote of all the shareholders of LAVERDA and all subjects having the right to vote, have been replaced by the directors indicated in the table attached to the present CONTRACT as Attachment 3.1.2. for the duration of three financial periods, until the approval of the financial statements as at 31 December 2012.
3.1.3.	The shareholders’ agreement and cooperation agreement between the SELLER and AGCO in relation to LAVERDA attached to the present CONTRACT as Attachment 3.1.3. and Attachment 3.1.3 bis are terminated as of the date of CLOSING indicated in Art. 7 below.
3.2.	The SELLER undertakes to ensure that, on the date of CLOSING, the receivables towards the clients listed in the Attachment 3.2. shall be certain and matured, and their entire amount will be paid to LAVERDA.
3.3.	(left intentionally blank)
3.4.	the SELLER has and, on the date of CLOSING, shall have full title and availability of the SHARES, which shall be transferable, free of any rights, burden or charges of whatsoever kind, obligations, encumbrances or third-party rights of whatsoever nature;
3.5.	The SELLER and AGCO undertake to collaborate and make their best efforts to ensure that the operations provided for and regulated by the present CONTRACT and its Attachments are unconditionally approved, or in any case without any conditions that might materially alter the content of these latter, by the European Commission, or by the competent National Anti-trust Authorities if this is so decided by the European Commission or by other competent National Anti-trust Authorities.
3.6.	Following the due transfer of the SHARES, and respecting the terms and conditions of the present CONTRACT, AGCO undertakes to pay the price, as laid down in Art. 4 and within the terms provided for therein.

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4.	DETERMINATION OF THE PRICE AND METHOD OF PAYMENT
4.1.	The global price of the SHARES shall be €65,000,000.00 (sixty five million/00) (the “PRICE”).
4.2.	The PRICE shall be paid by AGCO at the date of CLOSING as follows:

(i) €30,000,000.00 (thirty million /00) by means of a bank wire transfer to the bank account which ARGO shall indicate at least 10 days prior to the CLOSING;

(ii) €35,000,000.00 (thirty five million /00) in common stock of Agco Corporation.

AGCO shall fund such Agco Corporation common stock through a payment of EUR35,000,000 to Morgan Stanley or another widely recognized broker selected by the SELLER which, in turn, shall purchase the shares in the open market at such times and in such manners as specified by the SELLER.

following the full endorsement of the SHARE certificate(s) by the SELLER in favour of AGCO and the delivery to AGCO of the aforesaid SHARE certificates.

5.	AUDIT
5.1.	The results of the due diligences shall be kept secret by the Parties.
6.	INTERIM MANAGEMENT
6.1.	With effect from 1 January 2010, and until the date of CLOSING, each of the Parties, as far as each one is concerned, declares and guarantees that:

(a)	the business of LAVERDA and/or the CONTROLLED COMPANIES (for the purpose of the present CONTRACT “CONTROLLED COMPANIES” shall mean the companies listed in Attachment 6.1.(a) has been and will be managed correctly, respecting the obligations assumed and without setting in being any acts, included the granting of powers of attorney, o whose nature, scope or duration exceed the limits of the ordinary management of such business, with the exception of the operations connected with the foreseen transfer of the SHARES;
(b)	no dividends, profits or reserves have been or will be distributed in favour of the shareholders of LAVERDA save for those already distributed as of the date of executing the present CONTRACT;
(c)	the company by-laws of LAVERDA and the CONTROLLED COMPANIES have not and will not be modified, in particular, no increases or reductions in share capital have been or will be resolved, and no convertible or non-convertible bonds nor other financial instruments or financing allocated to a specific business activity as per Art. 2447 bis of the Civil Code have been or will be issued.

7.	CLOSING
7.1.	The date of the CLOSING shall be within 15 (fifteen) days (hereinafter “CLOSING”) of the last date between

(i) the date on which the European Commission, and/or if deemed competent, the National Anti-Trust Authorities, authorise, without any conditions that

3

might materially alter the content, the present CONTRACT and the operations regulated by the same,

(ii)	the date on which the entities financing the SELLER authorise the transfer of the SHARES and the SELLER shall give ARGO written evidence thereof,
on the day, at the time and place that shall be established by mutual agreement between the Parties.

The transfer of the SHARES and the performance of all the operations at CLOSING and inherent to the same shall be understood as being conditional upon the obtainment of the authorisations as per paragraph 7.1. to the extent in which the same are necessary in order to lawfully proceed with the full performance of the present CONTRACT.

7.2.	Without prejudice to any other applicable provision of the present CONTRACT, upon CLOSING, the Parties shall act in accordance with the following provisions:
7.2.1.	The SELLER shall execute or shall have executed all of the obligations provided for in Art. 3 of the present CONTRACT, and shall deliver to AGCO the documentation proving the fulfilment of the obligations laid down in Art. 3 of the present CONTRACT, and furthermore shall:

(a)	show AGCO the updated register of LAVERDA shareholders, from which it shall be apparent that the SELLER has full title and availability of the SHARES, which shall be freely transferable, free of any right, burden or charges of whatsoever kind, obligations, encumbrances or third-party rights of whatsoever nature;
(b)	show AGCO the updated shareholders’ registers of all of the CONTROLLED COMPANIES, from which it shall be apparent that LAVERDA has full title and availability of the shares or holdings of the CONTROLLED COMPANIES, which shall be freely transferable, free of any right, burden or charges of whatsoever kind, obligations, encumbrances or third-party rights of whatsoever nature;
(c)	show AGCO the book of the meetings and resolutions of the general shareholders’ meetings of LAVERDA updated at the date of CLOSING, which, among other things, includes the unanimous approval by all of the shareholders of the appointment of the board of directors as provided for in Art. 3.1.2;
(d)	show AGCO the book of the meetings and resolutions of the Board of directors of LAVERDA updated at the date of CLOSING;
(e)	show AGCO the book of the meetings and resolutions of the Board of statutory auditors of LAVERDA updated at the date of CLOSING;
(f)	show a statement signed by Mr Valerio Morra former President of LAVERDA and by Mr Gary Collar former Vice-president of LAVERDA certifying that the books of the meetings and resolutions of the general shareholders’ meetings, the board of directors and board of statutory auditors of LAVERDA and of the CONTROLLED COMPANIES are authentic, updated and kept according to law;
(g)	deliver to AGCO the letters of the resignations of the members of the board of directors of LAVERDA Mr Pierangelo Morra, Valerio Morra and Giuliano Anceschi;

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(h)	deliver to AGCO the letters of the resignations of the members of the board of statutory Auditors of LAVERDA Mr Roberto Iori and Ms Milena Del Rio;
(i)	deliver to AGCO the letter of the resignation of the member of the board of directors of FELLA WERKE GmbH Mr Valerio Morra;
(j)	deliver to AGCO the original bank documents proving that the receivables listed in the Attachment 3.2 have been duly and fully paid to LAVERDA which can dispose of the entire amount without limitations. Failing the delivery of the said documents, the amount of the receivables listed in the Attachment 3.2 not paid shall be deducted from the PRICE and the relevant receivables shall be assigned to the SELLER.

7.2.2. The SELLER shall:

(a) sign and deliver to AGCO the duly signed acts of termination of the shareholders’ agreements and cooperation agreements in the text under Attachment 7.2.2. (a) and Attachment 7.2.2. (a) bis;

7.2.3. The SELLER shall be required to:

(a)	validly transfer the definitive SHARE certificate(s) representing the SHARES they own to AGCO by means of endorsement duly authenticated in accordance with the law;
(b)	sign and exchange every other necessary or opportune deed and document to complete the transfer of the SHARES;
(c)	ensure that the said transfer is validly recorded in the register of LAVERDA shareholders;
(d)	give AGCO receipt and quittance for the whole payment of the PRICE;
(e)	deliver to AGCO the letters that substantially correspond to the drafts attached to the present CONTRACT as Attachment 7.2.3.(e) containing SELLER’S waiver to bring actions for responsibility against the directors of LAVERDA, and the obligation to indemnify the directors from any prejudicial consequences in the event of actions of responsibility brought by the SELLER in violation of the above waivers;
(f)	approve or had approved the appointment of the board of directors as provided for in Art. 3.1.2.

7.3. AGCO shall

(a)	sign and deliver to the SELLER the duly signed acts of termination of the shareholders’ agreements and cooperation agreements in the text under Attachment 7.2.2.(a) and Attachment 7.2.2.(a) bis;
(b)	(intentionally left blank)
(c)	approve or had approved the appointment of the board of directors as provided for in Art. 3.1.2.
(d)	receive the SHARE certificate(s) representing the SHARES, duly endorsed in its favour,
(e)	at the same time pay the full PRICE to the SELLER as provided for in Art. 4.2.;
(f)	sign and exchange every other necessary or opportune deed and document to complete the transfer of the SHARES;

5

(g)

ensure that the said transfer is validly recorded in the register of LAVERDA shareholders;

(h)

deliver to the SELLER the letters that substantially correspond to the drafts attached to the present CONTRACT as Attachment 7.2.3.(e) containing AGCO’s waiver to bring actions for responsibility against the directors of LAVERDA and the obligation to indemnify the directors from any prejudicial consequences in the event of actions of responsibility brought by the AGCO in violation of the above waivers.

8.	WARRANTS AND REPRESENTATIONS OF THE SELLER
8.1.	The SELLER declares, represents and warrants, and AGCO acknowledges that:
8.1.1.	The shares of LAVERDA shall be freely transferable, free of any right, burden or charges of whatsoever kind, obligations, liens, encumbrances or third-party rights of whatsoever nature, with the exception of the pre-emption right provided for in the by-laws.
8.1.2.	On the date of CLOSING, the SELLER has the full and exclusive ownership, and free availability of the SHARES. The SHARES constitute 50% (fifty percent) of the entire capital of LAVERDA, are transferable, and free of any right, burden or charges of whatsoever kind, obligations, liens or third-party rights of whatsoever nature.
	The SELLER has the full right, title, power and capacity to validly enter into the present CONTRACT, and to execute and issue any agreement, document or instrument under the terms of the present CONTRACT, and to carry out all of the operations and fulfil all its obligations contemplated therein. No waiver or consent of whomsoever is required in relation to the execution and fulfilment of the present CONTRACT by the SELLER, or with regard to any agreement, document or instrument to be executed or issued by the SELLER under the terms of the present CONTRACT, save as provided in Art, 7.1..
9.	COMPANY VALUATION
9.1.	AGCO and the SELLER declare and acknowledge that the present CONTRACT has been agreed upon by AGCO assuming that there are no direct or indirect commitments of LAVERDA and/or the CONTROLLED COMPANIES of which AGCO is not aware and which therefore do not result from the financial statements, registers, ledgers and documents required by the law in accordance with principle of true and accurate accounting.
9.2.	AGCO and the SELLER declare and acknowledge that the present CONTRACT has been agreed upon by AGCO assuming that LAVERDA and or the CONTROLLED COMPANIES its operations in compliance with the U.S. “Foreign and Corrupt Practices Act” of 1977 and therefore the SELLER declares that it has never instructed LAVERDA and/or the CONTROLLED COMPANIES to make unlawful payments, offers or promise to pay money or anything of value to government officials or to public officials to obtain or retain business anywhere.
10.	FURTHER COOPERATION
10.1	AGCO and the SELLER shall co-operate in the investigation of the feasibility of a long term agreement for the supply of specialty tractors to AGCO by the SELLER.

6

For these purpose AGCO and the SELLER shall meet within 90 days of the CLOSING to carry out the above mentioned investigation.

11.	DURATION OF THE INDEMNITY, WARRANTIES AND REPRESENTATIONS OBLIGATIONS OF THE SELLER
11.1.	All of the SELLER’S obligations of guarantee are understood as autonomous and as being valid and effective and in force until the applicable limitation of action periods expires.
12.	FURTHER SELLER’S OBLIGATION WITH REFERENCE TO THE IT SERVICES
12.1.	AGCO and the SELLER undertakes to enter into an agreement relating to the regulation of all the information technology/CED services currently rendered to LAVERDA by the SELLER within the CLOSING.
12.2.	The SELLER undertakes to supply all the information technology/CED services as they are supplied today at the current term and conditions at least until the CLOSING.
13.	FURTHER OBLIGATIONS OF THE SELLER AND OF AGCO
13.1.	The SELLER and AGCO undertake to ensure that the convention stipulated in Breganze on 8 January 2007 between Laverda S.p.A. and McCormick France and the convention stipulated in Breganze on 30 January 2007 between Laverda S.p.A. and ARGO France SAS are terminated by mutual agreement within the date of CLOSING.
13.2.	The employee of LAVERDA, which the convention between Laverda S.p.A. and McCormick France refers to, shall be employed by the SELLER or by a company indicated by the SELLER.
13.3.	The employees of ARGO France SAS, which the convention between Laverda S.p.A. and McCormick France refers to, shall be employed by AGCO or by a company indicated by AGCO. The SELLER shall hold AGCO or the company indicated by AGCO harmless of any claims raised by such employees arising from breaches of the contract of employment with ARGO France SAS, save for claims arising from the termination of the contract of employment (included indemnity in lieu of notice and for the termination of the contract of employment).
13.4	The employees referred to in Art. 13.2 and 13.3 are listed in Attachment 13.4.
14	FURTHER OBLIGATIONS OF THE SELLER
14.1.	The SELLER shall collect all the “Telescopic Handlers” listed in Attachment 14.1. at the price indicated in Attachment 14.1 itself within six month of the CLOSING with payment at delivery.
14.2.	The SELLER undertakes to ensure that each of the company belonging to ARGO Groups will continue to reasonably support LAVERDA activities subsequently the completion of the CLOSING.
15.	TAXES
15.1.	All taxes related to the present CONTRACT shall be paid by AGCO.

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16.	CONFIDENTIALITY
16.1.	The Parties mutually undertake to observe the utmost discretion in relation to the present CONTRACT and not to communicate or publicise the same in any other form without the previous consent of the other party.
17.	WITHDRAWAL
17.1.	Either party may withdraw from the present CONTRACT with immediate effect upon giving written notice to the other party if:

(a)	the other party enters into liquidation or
(b)	is unable to pay its debts or suffers a distress or seizure or attachment or garnishment or execution to be levied on.

17.2.	The provisions of the Art. 16.1. above shall not apply after the completion of all the operations of the CLOSING.
17.3.	AGCO may withdraw from the present CONTRACT with immediate effect upon giving written notice to the other party if the declarations and warranties of the SELLER contained in Art. 9.1. and in Art. 9.2 do not correspond to the truth or if a material change not previously known to AGCO has impacted the company valuation without this limiting any other right of AGCO. For the purpose of this Art. 17.3. “material change” shall mean: any loss, including loss contingencies and capital loss, all of any damage or other non-operating losses and liabilities howsoever affecting LAVERDA and the CONTROLLED COMPANIES higher than € 500.000,00 (five hundred thousand/00).
18.	GENERAL PROVISIONS
18.1.	The present CONTRACT contains the integral manifestation of the understandings reached between the Parties in relation to its object, and replaces and annuls every previous understanding, agreement or contract, verbal or written.
18.2.	The present CONTRACT shall remain in force even after the date of CLOSING without the Parties having to renew their assumption of those obligations arising from it that are not extinguished as a result of the transfer of the SHARES.
18.3.	If one or more of the articles in the present CONTRACT should be partially or totally null and void, this shall not affect the validity of the remaining agreements, and AGCO and the SELLER undertake to replace the parts that are null and void with valid agreements of equivalent or similar content.
18.4.	No modification of the present CONTRACT shall be valid or binding unless it takes the form of a written agreement signed by the party in relation to which it is invoked.
18.5.	The attachments form an integral and substantial part of the present CONTRACT.
18.6.	Any tolerance of one of the Parties of behaviours that violate the provisions contained in the present CONTRACT shall not constitute any waiver of the rights arising from the violated provisions, nor of the right to demand the exact fulfilment of all of the terms and all of the conditions provided for herein.
18.7.	The headings to the various articles have been included for the sole purpose of facilitating the reading of the present CONTRACT, and are not to be taken into account for the purposes of interpreting it.

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18.8.	Each of the Parties shall bear all of the costs and expenses, also for legal or technical consultants and intermediaries, sustained and being sustained for the purposes of the underwriting of the present CONTRACT, as well as those to be sustained for the purposes of its execution, unless otherwise expressly provided for in the present CONTRACT.
18.9.	The SELLER elects special domicile for communications subsequent to the signing of the present CONTRACT at its registered office.
	The communications are to be addressed to the attention of the President sig. Valerio Morra.
	AGCO elects domicile at:
	Studio Legale De Falco e Grompe, in 20122 Milan, Corso Italia 8.
	The communications are to be addressed to the attention of Aw. Raffaele De Falco.
19.	DISPUTES AND APPLICABLE LAW
19.1.	Any disputes between the Parties arising or however deriving from, or occasioned by the present CONTRACT, including its formation, shall be placed before the exclusive judgement of a board of three arbitrators, two appointed one by each party and the third, acting as chairman, as agreed by the first two arbitrators or, if an agreement is not reached, by the President of the Court of Milan, as requested by the most diligent party. Art. 809 et seq. of the Code of Civil Procedure shall apply and furthermore the acceptance of the appointed Arbitrator shall be made within 21 days of the appointment, without prejudice to the fact that, in the absence of such acceptance, Art. 810, II paragraph of the Code of Civil Procedure shall apply.
	The Board of Arbitration shall sit in Milan.
	The arbitration proceedings thus initiated shall be ritual under the terms of Art. 806 et seq. of the Code of Civil Procedure, and therefore the decision of the arbitrators shall be effective as provided for in Art. 824 of the Code of Civil Procedure.
	The award shall be issued within the deadline provided for in the law and shall be challengeable even in the case that the arbitrators did not decide the merits of the case according to rules of law.
	The arbitrators shall decide upon the costs.
19.2.	The present CONTRACT is governed by Italian law, with regard to its formation, as well as to its validity, efficacy, execution and termination.

* * *

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LIST OF ATTACHMENTS

Attachment (A)	LAVERDA By-laws
Attachment 3.1.2.	Table of directors
Attachment 3.1.3.	Shareholders’ Agreement
Attachment 3.1.3. bis	Cooperation Agreement
Attachment 3.2.	List of receivables
Attachment 6.1.(a)	List of the CONTROLLED COMPANIES
Attachment 7.2.2.(a)	Act of termination of the shareholders’ agreements
Attachment 7.2.2.(a) bis	Act of termination of the cooperation agreements
Attachment 7.2.3.(e)	Drafts of waiver to bring actions against directors
Attachment 13.4	Employees referred to
Attachment 14.1	“Telescopic handlers” and prices

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Attachment

(A)

LAVERDA by-laws

Article 1

Company name

1. The name of the Company is “Laverda S.p.A.”

Article 2

Registered office

2. The registered office of the Company is in Breganze (VI).

The Company may, in compliance with the laws in force, set up subsidiaries, branches, agencies, warehouses, rep offices and sub-offices of any kind in Italy and abroad.

Article 3

Object

3. The object of the Company shall be the manufacturing, assembly, purchase, sale and overall trading of agricultural machines and mechanical means in general, as well as of their engines, spare parts, fuels and lubricants.

The Company may issue personal guarantees in favour of third parties.

The Company may also provide technical services and technical, commercial, administrative and accounting assistance, carry out Electronic Data Processing activities, and keep and archive documents and records of any land. The Company may also perform, on a non-core basis, any operations on movable or immovable goods, having a commercial or financial nature, that are considered necessary for the attainment of the corporate object, including the acquisition of shareholdings in enterprises or companies that have a similar or related object to its own, with the exclusion of activities reserved by law to authorized entities.

Article 4

Duration

4. The duration of the Company shall be until 31 December 2040.

Article 5

Domicile

5. As regards their dealings with the Company, the domicile of the shareholders, directors, statutory auditors and external auditor (revisore), if appointed, shall be the one indicated in the corporate books.

To this end, the Company may set up an appropriate book, which the administrative body shall be responsible for updating.

Article 6

Capital and Shares

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6. The capital of the Company is twenty million Euro (€20,000,000.00), divided into twenty million (20,000,000) ordinary shares, each with a nominal value of one Euro each (€1.00).

The shares are represented by share certificates.

Article 7

Financial instruments

7. The Company may issue financial instruments having equity or administrative rights, but not voting rights in the general shareholders’ meeting.

Article 8

Bonds

8.1 The Company may issue bonds with the approval of the board of directors’ meeting and convertible bonds with the approval of the extraordinary shareholders’ meeting.

8.2 The bondholders shall appoint a joint representative.

Bondholders’ meetings shall be subject to Article 29 of these articles of association.

Article 9

Assets allocated to a specific business activity

9.1 The Company may allocate assets to specified business activities as provided for by Article 2447-bis et seq of the Civil Code.

9.2 Resolutions by which business assets are allocated to a specific business activity shall be adopted by the board of directors.

Article 10

Financing

10. The Company may obtain interest-bearing or interest-free loans from its shareholders, with or without a repayment obligation, in compliance with the rules in force, particularly those that govern public fund raising.

Article 11

Transfer of shares

11.1 Shares are transferable at the conditions set out below.

11.1.1 This clause seeks to protect the interests of the Company, the integrity of the shareholding structure, the cohesion of the shareholders and the balance of the relationship between them. In view of this, indicated below are the limitations to cases of share transfers.

11.1.2 Shareholders may transfer their shares only in full and provided that they comply with the pre-emption rules described below.

11.2 In any case, and without prejudice to the above, shareholders intending to transfer, in whatever legal form and inter vivos, their shares in the Company or any related rights of

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option, preference, pre-emption or any other right which may give rise to a voting or dividend right, shall first offer the holding to the other shareholders in proportion to their respective shareholdings in compliance with the following terms and conditions:

a) shareholders intending to dispose of their shares shall offer the holdings to the shareholders having a pre-emption right by sending a written notice (“the Notice”) by recorded delivery mail with advice of receipt to the Chairman and Vice-Chairman of the board of directors and to the other shareholders at the address indicated in the shareholders’ book, inviting them to exercise their pre-emption right and specifying the following:

1. the selling shareholder’s intention to transfer all the shares, indicating the type of transfer;

2. the number of Shares that he wishes to transfer;

3. the price offered by the possible buyer;

4. the terms and conditions for the proposed transfer, including the payment conditions;

5. the name and address of the possible buyer and a written declaration signed by the latter in which the buyer declares that the proposal, terms and conditions specified in the Notice are in good faith and that the buyer has the legal and financial capacity to perform the operation as proposed;

b) within thirty days of having received the Notice, the shareholders having pre-emption rights may exercise such rights in relation to all the shares being transferred in proportion to the value of the holdings that they themselves possess (also offering for those over which the other shareholders do not exercise their pre-emption rights) by means of a recorded delivery letter with advice of receipt sent to the selling shareholder and also, for information purposes only, to the board of directors;

c) the price for the shares purchased as described above on the basis of the pre-emption right granted under this Article 11 shall be paid within the terms established in the Notice;

d) if after thirty days of having received the Notice at the address recorded in the shareholders’ book the shareholders fail to exercise their pre-emption right, the selling shareholder, having complied with all of the above provisions, may transfer the shares within 90 days to a third party at the price and under the conditions originally indicated to the parties having the right of pre-emption. The selling shareholder cannot dispose of the shares in favour of or to any different person or entity or at different terms, conditions or price.

e) if 90 days pass from this last term without the shares having been transferred, or in the case of changes in the price, terms or conditions, the selling shareholder must repeat the offer to those having the right of pre-emption in the same way and under the same conditions as those described above.

11.3 The offer and invitation to exercise the pre-emption right must be made, in compliance with the rules of this Article 11, also in the case of any transfers taking the form of an exchange, a donation, a contribution, merger or whatsoever other form. In such cases, the shareholders having the right of pre-emption are entitled to exercise their right by paying the selling shareholder the counter-value in money. The term “transfer”, for the purpose of this Article 11, shall include any disposition of any legal or beneficial interest in any share by way of sale, exchange, transfer, mortgage, pledge, lien, bare ownership, donation, usufruct, merger, contribution, assignment or otherwise. As regards dealings with the Company and for the purpose of this Article 11, it is understood that every shareholder is domiciled at the address recorded in the shareholders’ book.

11.4 The pre-emption right governed by this Article 11 shall not apply to share transfers made between companies of the same group, without prejudice to the impossibility of transferring fractions of shares and provided that the transfer is not prejudicial to the Company and the other shareholder.

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Article 12

Right of withdrawal

12.1 Shareholders are entitled to withdraw all or part of their shareholdings if they did not participate in approving the following resolutions regarding:

a) changes in the corporate object of company when the change allows a significant change in the activities of the company;

b)	the transformation of the company;
c)	the transfer of the company’s registered office abroad;

d) the revocation of the state of liquidation;

e)	changes to the criteria for determining the value of shares in the event of a withdrawal;
f)	amendments to the articles of association concerning voting or participation rights;

g) the elimination of one or more of the reasons for withdrawal contemplated by Article 12.2 of these articles of association;

h) in all the other cases provided for under law.

If the Company is subject to the management and co-ordination as contemplated under Article 2497 et seq of the Civil Code, the shareholders have an exit right in the cases set out under Article 2497-quater of the Civil Code.

Shareholders are furthermore entitled to withdraw in relation to the provisions of Article 19.3 of these articles of association (introduction or removal of arbitration clauses).

12.2 Shareholders are entitled to withdraw if they did not participate in approving the following resolutions regarding:

a) the extension of the life of the company;

b) the introduction, modification or removal of liens on the circulation of the share certificates.

12.3 Shareholders intending to withdraw from the Company must notify the board of directors of their intention via recorded delivery letter. The recorded delivery letter must be mailed within fifteen days of registration in the register of enterprises of the resolution authorising the withdrawal and must indicate the personal details of the withdrawing shareholder, the address for communications regarding the process, and the number and category of shares for which the right of withdrawal is exercised. If the fact legitimising the exercising of the exit right is not a shareholders’ resolution, the shareholder may exercise such right within thirty days of learning of the fact. The shares for which the right of withdrawal is exercised cannot be transferred and shall be filed at the registered office of the Company.

The withdrawal cannot be exercised and, where already exercised, is ineffective if, within ninety days of the exercising the exit right, the Company revokes the resolution legitimising it or if a resolution is passed to wind up the Company.

12.4 Shareholders are entitled to the liquidation of the shares for which they have exercised their exit rights.

The value of the shares shall be determined by the directors, after having heard the opinion of the board of statutory auditors and the external auditor, taking into account the net worth of the company and its prospects for profit, as well as the market value of the shares, if any.

The shareholders shall be entitled to be informed of the determination of the value referred to above in the fifteen days preceding the date of the shareholders’ meeting. All shareholders are entitled to review the determination and to obtain a copy thereof at their cost.

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If a shareholder exercising his right of withdrawal, concurrently with the declaration of withdrawal, opposes the board of directors’ determination of the value, the value of the shares shall be determined within ninety days of the exercise of the withdrawal through a sworn report drawn up by an expert appointed by the Court in the jurisdiction of the registered office of the Company, which shall bear the costs, at the request of one of the parties. Article 1349, paragraph 1 of the Civil Code shall apply.

12.5 The directors shall offer the shares of the withdrawing shareholder to the other shareholders in proportion to the number of shares owned.

If there are convertible bonds, the option right is granted also to the bondholders, together with the shareholders on the basis of the exchange ratio.

The offer shall be filed with the register of enterprises within fifteen days of the final determination of the liquidation value. The option right shall be exercised no less than thirty days and no more than sixty days from the filing of the offer.

Those who exercise the option right, provided that they make a concurrent request, shall have a pre-emption right on the purchase of the shares for which no option has been exercised.

The administrative body may place the non-opted shares with third parties.

In the event of non-placement of the shares, the shares of the withdrawing shareholder shall be purchased by the Company using its available reserves, even in derogation of Article 2357, paragraph 3 of the Civil Code.

In the absence of available profits or reserves, an extraordinary shareholders’ meeting shall be called to resolve on the reduction of the capital or on the winding-up of the Company.

Article 2445, paragraphs 2, 3 and 4 of the Civil Code shall apply if the resolution to reduce the Company’s capital is passed; if the resolution is not passed, the company shall be wound up.

Article 13

Duties of the ordinary shareholders’ meetings

13.1 The ordinary shareholders meeting shall decide the matters reserved to them by law and these articles of association.

13.2 It shall be the exclusive responsibility of the ordinary shareholders’ meeting to:

• approve the financial statements,

• appoint and revoke directors, statutory auditors, the chairman of the board of statutory auditors and the external auditor;

• establish the remuneration of the directors and statutory auditors, if not established in the articles of association;

• decide on the liability of the directors and statutory auditors.

Article 14

Duties of the extraordinary shareholders’ meetings

14.1 It shall be the responsibility of the extraordinary shareholders’ meeting to:

• amend the articles of association, without prejudice to the provisions of Article 29.2 of these articles of association;

• appoint, substitute and determine the powers of liquidators;

• issue the financial instruments as per Article 7 of these articles of association;

• decide on the matters reserved to it by law and these articles of association.

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14.2 Resolutions attributed to the board of directors on matters that are reserved by law to the shareholders’ meeting, as per Article 29.2 of these articles of association, shall not entail the shareholders’ meeting losing its principal power to resolve on said matters.

Article 15

Calling of the shareholders’ meeting

15.1 Shareholders’ meetings shall be called by the board of directors at least once a year no later than 120 days from the closure of the financial year. This term may be extended to 180 days if the Company is obliged to draw up consolidated financial statements and when particular circumstances regarding the structure and object of the Company so require.

15.2 Shareholders’ meetings may be called also outside the municipality where the Company has its registered office, provided that they are held in Italy or within the territory of the EU.

15.3 In the event the directors are unable to call the meeting or fail to do so, the shareholders’ meeting may be called by the board of statutory auditors or through a Court order as requested by a number of shareholders representing at least one-tenth of the Company’s share capital.

15.4 The notice of call shall indicate:

• the location where the meeting is to be held and the methods for establishing a link with said location by electronic means;

• the date and time of the meeting;

• the items on the agenda;

• any other information required by law.

15.5 The shareholders meeting shall be called by means of a notice sent to the shareholders, directors and statutory auditors by recorded delivery mail with advice of receipt, to be received at least eight days prior to the meeting.

Article 16

Meetings in second call

16. The notice calling the meeting may also indicate a date for a meeting in second call (which cannot take place on the same day as the first meeting) in case the meeting is not legally constituted at first call. The second meeting must be held within thirty days of the date of the meeting at first call.

Article 17

Plenary meetings

17.1 Even if the above formalities are not observed, the meeting is considered to be properly constituted when the entire share capital is represented and the majority of the directors and statutory auditors are present.

17.2 In this case each participant may object to the items on the agenda of which he deems not to have been adequately informed.

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Article 18

Quorum of the ordinary shareholders’ meetings

18.1 Ordinary shareholders’ meetings in first and second call shall be validly constituted when attended by shareholders representing at least 51% (fifty-one percent) of the share capital, without prejudice to Article 2369, paragraph 4 of the Civil Code.

18.2 Ordinary shareholders’ meetings in first and second call shall approve resolutions with the favourable vote of the absolute majority of the share capital, without prejudice to Article 2369, paragraph 4 of the Civil Code.

However, resolutions regarding the waiver or settlement of directors’ liabilities cannot be considered approved if more than one-fifth of the share capital votes against it.

Article 19

Quorum of the extraordinary shareholders’ meetings

19.1 Extraordinary shareholders’ meetings in first and second call shall be validly constituted when attended by shareholders representing at least 51% (fifty-one percent) of the share capital, without prejudice to Article 2369, paragraph 4 of the Civil Code.

19.2 Extraordinary shareholders’ meetings in first and second call shall approve resolutions with the favourable vote of the absolute majority of the share capital, without prejudice to Article 2369, paragraph 4 of the Civil Code,

19.3 The introduction or removal of arbitration clauses shall be approved by the favourable vote of as many shareholders as represent at least two-thirds of the share capital. Absent or dissenting shareholders may exercise their right of withdrawal, as contemplated under Article 12 of these articles of association, provided they do so within ninety days.

Article 20

Rules for calculating the quorum

20.1 Shares without voting rights shall not be considered when calculating the quorum.

20.2 The shares owned by the Company and those owned by controlled companies are considered when calculating the share capital required for the meeting to be duly constituted and the majority required to pass resolutions, but cannot exercise a voting right.

20.3 Shares not carrying a voting right will be considered when calculating the quorum required for the meeting to be duly constituted. The same shares (unless otherwise provided for by law) and those pertaining to shareholders who abstain from voting due to conflicts of interest shall not be considered when calculating the majority required to pass resolutions.

20.4 If the quorum required for the meeting to be duly constituted is not reached (to be verified at the start of the meeting), the meeting itself cannot be held and shall be held in second call.

Article 21

Postponement of the shareholders’ meetings

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At the request of as many shareholders attending the meeting as represent at least one-third of the share capital, the meeting may be postponed for no more than five days if said shareholders declare that they have not been adequately informed on the items on the agenda.

Article 22

Voting and participation rights

22.1 Shareholders with voting rights may attend shareholders’ meetings. Said shareholders are entitled to one vote for each share owned.

22.2 If a shareholding is subject to a pledge, the shareholder undertakes to reserve for himself participation and voting rights.

Article 23

Proxies at meetings

23.1 Without prejudice to Article 2372 of the Civil Code, shareholders can attend the meeting by proxy. The shareholders shall prove the legitimacy of the proxy by producing a written document to sent also via telefax. The Company shall keep the proxies with the Company records.

23.2 A proxy may also be issued for more than one meeting; the proxy cannot be issued with a blank for the name of the proxy and may always be revoked irrespective of any agreement to the contrary. The attorney may be substituted only by the person expressly indicated in the proxy.

23.3 If a proxy is conferred on a legal entity, the legal representative of the said entity shall represent the shareholder.

Otherwise the entity may delegate one of its employees or collaborators, even if this is not expressly indicated in the proxy.

23.4 The same person cannot represent more than twenty shareholders.

Article 24

Chairmanship of the meeting, the secretary and minutes

24.1 The meeting is presided over by the chairman of the board of directors, or, in his absence, by the vice-chairman, or, in his absence, by the person indicated by the shareholders.

24.2 The shareholders appoint a secretary, even if not a shareholder. If the minutes are drafted by a notary public, a secretary is not needed.

24.3 It is the chairman’s responsibility to establish that the meeting is duly constituted, to verify the identity and legitimacy of the participants, to conduct and direct the meeting, and to note and declare the voting results.

24.4 The chairman shall establish the procedures regarding the rules of the meeting, the order of the speeches, and the addressing of the items on the agenda, however the absolute majority of the shareholders having the right to vote may amend them.

24.5 The meeting minutes shall be drafted without delay, within the terms necessary to timely comply with filing and publication obligations, and shall be signed by the chairman, secretary or notary public.

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24.6 The minutes shall indicate:

a) the date of the meeting;

b) the identity of the participants and the share capital represented (even in an annexe);

c) the voting procedures and results;

d) the identity of the voters, specifying whether they cast a favourable or contrary vote, or abstained from voting (even in an annexe);

e) if expressly requested by the participants, a summary of the meeting’s comments on the items on the agenda.

Article 25

Workings of the meetings

25.1 The meeting shall be held in such a way so as to ensure that all the participants understand the events in real time, may freely express their opinions and vote freely and in a timely manner.

25.2 The meeting may be held in several places, whether near or far, linked via audio/video system. The minutes shall indicate the method in which the meeting was held.

Article 26

Voting procedure

26.1 Secret voting is not permitted. Votes that are not attributable to a shareholder are void.

Article 27

Bondholders’ meetings

27.1 Bondholders’ meetings (Article 2421, number 7 of the Civil Code) are entitled to decide to:

a) appoint and revoke the joint representative;

b) modify the terms and conditions of the loan;

c) propose supervised administration and composition with creditors;

d) set up funds to protect common interests and draw up fund statements;

e) address other matters of common interest to the bondholders.

27.2 Meetings shall be called by the directors or the bondholders’ representative, when they deem it necessary, or when requested by as many bondholders as represent one- twentieth of the bonds issued and not paid.

27.3 Bondholders’ meetings are governed by the same rules applicable to extraordinary shareholders’ meetings (Articles 2365, 2368, 2369, 2375 of the Civil Code) and their resolutions shall be registered by the notary public who drew up the minutes in the register of companies. For the resolutions passed on the subject matter indicated in paragraph 1, number 2 to be valid, the favourable vote, even in a meeting in second call, of as many bondholders as represent half of the bonds issued and not paid is required.

27.4 If the Company is one of the bondholders, it cannot take part in the resolutions.

27.5 Directors and statutory auditors are entitled to attend bondholders’ meetings.

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Article 28

Annulment of shareholders’ resolutions

28. Annulments of shareholders’ resolutions may be proposed by directors, the board of statutory auditors or absent, dissenting or abstaining shareholders when they own, even jointly, at least five per cent of the share capital.

Article 29

Duties and powers of the administrative body

29.1 The management of the Company lies exclusively with the directors, who have the faculty to take any steps necessary for the attainment of the corporate object, excluding only those mandatory authorizations needed in the cases contemplated under law or these articles of association.

29.2 Furthermore, the board of directors shall have the authority to approve:

a) mergers in the cases contemplated under Articles 2505, 2505-bis, 2506-ter, last paragraph of the Civil Code

b) the establishment and closure of branch offices;

c) the appointment of directors as legal representatives of the Company;

d) the reduction of the share capital in the event of withdrawal of a shareholder;

e) the amendment of the articles of association in line with new laws;

f) the transfer of the registered office to another municipality within the Italian territory;

g) the reduction of the share capital if more than one-third is lost and the Company has issued share without a nominal value.

Article 30

Non-competition

30. The directors shall observe the non-competition rules set out under Article 2390 of the Civil Code, unless authorised not to do so by the shareholders’ meeting.

Article 31

Members of the board of directors

31. The Company shall be managed by a board of directors comprising six members.

Article 32

Appointment and replacement of the members of the board of directors

32.1 The members of the board of directors, who may also be non-shareholders, are elected by the ordinary shareholders’ meeting, remain in office for a maximum of three financial years, according to the resolution of the ordinary shareholders’ meeting, and may be re-elected.

Their term of office shall expire on the date of the shareholders’ meeting convened in order to approve the financial statements for the last year of their appointment.

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32.2 Directors are appointed by the shareholders’ meeting based on lists submitted by the shareholders and in which the candidates must be numbered in consecutive order. Each shareholder may submit or be involved in submitting only one list and each candidate may be in only one list, on pain of ineligibility. Each list shall indicate the names of at least three candidates. The candidate on each list with the most votes shall be elected.

32.3 If during the course of a financial year even just one of the directors stands down for whatever reason, the entire board shall be automatically and immediately considered fallen from office and the board of statutory auditors shall immediately call an ordinary shareholders’ meeting to appoint a new board of directors.

During the time from the fall from office to the acceptance of the new board of directors, the decisions reserved to the board of directors shall be made by the board of statutory auditors and shall be valid only if approved unanimously by all three members of the board of statutory auditors.

Article 33

Chairman and vice-chairman of the board of directors

33.1 The board of directors shall elect one of its members as chairman and one of its members as vice-chairman during the first board meeting after having been elected, if the shareholders’ meeting has not already appointed them.

33.2 The chairman of the board of directors shall convene the board meetings, establish the agenda, co-ordinate the duties and ensure that the directors are adequately informed of the items to be discussed.

The vice-chairman shall have the same powers.

33.3 The board of directors may appoint a secretary, even a non-member.

Article 34

Delegated bodies

34.1 The board of directors may delegate part of its functions, within the limits of Article 2381 of the Civil Code and with the exception of those relating to matters reserved exclusively to the board of directors set out below:

• all the duties contemplated under Article 29.2 above;

• any substantial modifications to the Business Plan;

• the issuance, modification and payment of guarantees, with the exception of guarantees connected with the Company’s ordinary business activity;

• any waivers pertaining to tax matters;

• the disposal of all or part of the Company’s assets, with the exception of deeds connected with the Company’s ordinary business activity;

• the purchase, disposal or dismissal of holdings in companies or enterprises;

• co-operation or joint venture agreements;

• the granting of financing to any entity, with the exception of those connected with the Company’s ordinary business activity;

• the assumption of obligations for a value greater than Euro 100,000.00, with the exception of those connected with the Company’s ordinary business activity;

• the appointment, remuneration, transfer and termination of the relationship with the CEO and the CFO;

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• the appointment, remuneration, transfer and termination of the relationship with any employee for which the Company’s annual cost for salary payments is higher than Euro 100,000.00;

• the issuance of powers of attorney as per Articles 2203 and 2209 of the Civil Code, even by directors holding proxies, for single transactions or categories of transactions to be expressly authorised by the board of directors;

• the purchase, sale and establishment of real rights on immovables, rental, purchase and transfer of companies, holdings in joint-stock companies, quotas or interests in enterprises, investments in movables and immovables, and establishment of rights of lien;

• the granting of financing exceeding the established limits and issuance of notes payable and sureties, taking out of rentals of over 9 years;

• the exercising of voting rights in the meetings of subsidiary companies.

34.2 In any event, the board is entitled to powers of control, to take upon itself the operations falling within the scope of the delegated powers, as well as to revoke delegated powers.

34.3 The duties as per Article 2381, paragraph 4 of the Civil Code shall not be attributed to delegated bodies.

34.4 Delegated bodies shall be obliged to report to the board of directors and the managing body at least quarterly.

34.5 The CEO and the CFO shall be appointed by the board of directors. Their term of office shall be open-ended. The CEO shall be the General Director of the Company and the CFO shall be the Vice-General Director of the Company. The CEO and CFO shall be appointed and revoked exclusively by the board of directors.

Article 35

Resolutions of the board of directors

35.1 The board of directors shall be convened at least quarterly in order to discuss, among other things, the report drawn up by the CEO responsible for the activities carried out during the previous quarter and for the plans for the subsequent quarter. The CFO shall be invited to attend such meetings.

The board of directors meeting shall take place in the location specified in the notice of calling, at the registered office or elsewhere within the EU territory, every time the chairman, vice-chairman or the board of statutory auditors deem it to be necessary.

35.2 The meeting shall be called at least three days prior to the meeting via letter to be sent by telefax, telegram or e-mail to each director or statutory auditor.

35.3 In case of urgency, the meeting may be called with a letter to be sent by telefax, telegram or e-mail with at least 24 hour’s notice.

35.4 The board of directors’ meeting shall be validly constituted with the attendance of at least four directors and shall pass resolutions with the favourable vote of at least four directors.

35.5 The board may also meet and validly pass resolutions through means of telecommunication, as per Article 25.2 above.

35.6 Even if not formally convened, the board of directors’ meeting is validly constituted when all of the directors and statutory auditors in office are present.

35.7 The board of directors’ meetings shall be chaired by the chairman or, if he is absent, by the vice-chairman or, if both are absent, by the director with the most years in office or who is the eldest in terms of age.

35.8 Votes cannot be cast by proxy.

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Article 36

Power to represent the Company

36.1 The power to represent the Company shall be granted to the chairman and to the vice-chairman of the board of directors. Power of representation is also granted to directors holding powers of attorney within the limits of their delegated powers.

36.2 The power to represent the Company in liquidation lies with the liquidator or the chairman of the board of liquidators and any other members of the board of liquidators in the manner and within the limits established when they were appointed.

Article 37

Remuneration of the directors

37.1 Unless otherwise established by the shareholders’ meeting, the directors are not entitled to any remuneration.

37.2 The remuneration of the chairman, vice-chairman and managing director shall be established by the board of directors, after having consulted with the board of statutory auditors, and shall be within the maximum limits set by the shareholders’ meeting.

37.3 The shareholders’ meeting may establish an overall sum for the remuneration of all the directors, including those holding special offices.

37.3 With reference to Article 11, paragraph 6 of Legislative Decree no. 472 of 18 December 1997, the Company shall take on, before the public administration or other tax authority, any debt that might arise from the issuing of administrative penalties for violations by representatives of the Company during the performance of their duties and within the limits of their powers.

The Company shall incur said debts in cases in which representatives commit violations without fraud, but shall not in any event incur them if the violator voluntarily acted to harm the Company.

Neither shall the Company incur such debts when the particular seriousness of the negligence is as defined in Article 5, paragraph 3 of Legislative Decree no. 472/1997. The violation is considered to have been proven particularly serious when the tax law judge presiding over the case has so decided or when the representative has acknowledged that the evidence supplied by the tax office or by the authority clearly and indisputably shows that basic tax obligations were violated.

Article 38

The board of statutory auditors

38.1 The board of statutory auditors shall monitor the Company’s observance of the law and these articles of association, respect of the principles of sound management and more specifically the adequacy of the administrative and accounting framework of the Company and its actual functioning. The board also carries out accounting control functions, except in the cases for which the appointment of an external auditor is mandatory.

38.2 The shareholders’ meeting shall elect a board of statutory auditors, to be composed of three statutory and two alternate auditors, and shall appoint the chairman and establish the board’s remuneration for their entire term of office.

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38.3 For the entire duration of their office, the statutory auditors must meet the requirements set out under Article 2399 of the Civil Code. If these requirements are no longer met, the statutory auditor shall immediately forfeit his office and be replaced by the eldest alternate auditor.

38.4 The term of office of the auditors shall expire on the date that the shareholders approve the financial statements for the third financial year of their term of office. The term shall be considered expired from the date on which the board has been reconstituted.

38.5 The board of auditors shall meet at least every ninety days at the initiative of any one of the statutory auditors. The meeting is validly convened when attended by the majority of the statutory auditors and passes resolutions with the favourable vote of the absolute majority of the statutory auditors.

38.6 The meetings may be held also using electronic means, as provided for in Article 25.2 above.

38.7 Before the date on which the shareholders approve the financial statements for the financial year ended on 31 December 2009, the Company will have had to draw up guidelines on the matters governed by Legislative Decree no. 231 of 8 June 2001.

Article 39

External auditor

39.1 Accounting control shall be carried out by an external auditor which, even by exchanging information with the board of statutory auditors, shall:

• verify during the financial year and at least every quarter, that the Company’s accounts are properly kept and that items are correctly recorded in the Company’s accounting records;

• ascertain whether the financial statements and, if drawn up, the consolidated financial statements correspond with the accounting records of the Company and with the checks performed, and comply with relevant regulations;

• issue an audit report on the financial statements and the consolidated financial statements, if drawn up.

39.2 The accounting control activities shall be recorded in a proper book to be kept at the registered office of the Company.

39.3 When the external auditor is appointed, the shareholders’ meeting shall determine the remuneration due for the entire duration of its office, which cannot exceed three financial years.

39.4 For the entire duration of its office, the external auditor or audit firm must meet the requirements as per Article 2409-quinqaies of the Civil Code. If these requirements are no longer met, the external auditor or audit firm shall immediately forfeit their office and cannot be elected. If the external auditor or audit firm forfeits their office, the directors shall call a shareholders’ meeting without delay to appoint a new external auditor or audit firm.

39.5 The external auditor’s term ends when the financial statements for the last year of his office are approved. They may be re-appointed.

Article 40

Financial statements and profits

40.1 The financial year ends on 31 December of each year.

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40.2 The net profits, less the 5% deduction to be appropriated to the legal reserve until this has grown to an amount equivalent to one-fifth of the share capital, shall be distributed on a pro-rata basis among the shareholders, unless the shareholders’ meeting decides on any further accruals to extraordinary reserve funds.

40.3 Each shareholder may draw up a financial statement according to the terms and conditions set forth by accounting principles and US GAAP.

Article 41

Winding-up and liquidation

41.1 The Company shall be wound up for the reasons contemplated under law and therefore if:

a) the duration has expired;

b) the Company has attained its corporate object or is unable to pursue it, unless the shareholders’ meeting convened for this purpose within 30 (thirty) days resolves on the opportune amendments to the articles of association;

c) the Company is unable to function or the shareholders’ meeting remains inactive;

d) the share capital has fallen below the limit established by law, except in the cases set out under Article 2447 of the Civil Code;

e) the cases under Article 2437-quarter of the Civil Code arise;

f) the shareholders’ meeting decides so;

g) the other cases provided for under law arise.

41.2 In all cases of winding-up, the governing body shall publicise the event within 30 days as required by law.

41.3 The extraordinary shareholders’ meeting, convened by the administrative body if the case so requires it, shall appoint one or more liquidators establishing:

a) the number of liquidators;

b) in the case of multiple liquidators, the rules governing the board of liquidators, even referring the matter to the board of directors, insofar as it is compatible;

c) who shall have the power to represent the Company;

d) the criteria on which the liquidation shall be based;

e) any limits to the powers of the board of liquidators.

Article 42

Arbitration clause

42.1 Any disagreement arising between the shareholders or between the shareholders and the Company, about rights connected with their corporate relationship, shall be resolved by a panel of arbitrators composed of three arbitrators, all of whom shall be appointed by the President of the Court in the district where the Company has its registered office. The arbitrators appointed in this way shall designate a chairman.

The place of arbitration shall be at the domicile of the chairman of the board of arbitrators.

42.2 The board of arbitrators shall decide within 120 (one hundred and twenty) days of their appointment. The board shall base its decision on law, without any obligation to observe a particular procedure, and the award is open to appeal even for violation of the rules of law on the merits of the case being disputed.

42.3 Arbitration costs shall be borne by the losing party, unless otherwise decided by the board of arbitrators.

15

42.4 The above arbitration procedure shall be applied to disputes lodged by and against directors, liquidators and statutory auditors regarding rights connected to their corporate relationship or challenges to the decisions of the corporate bodies.

Article 43

Notifications to the governing body

43. Any notifications served to the administrative body provided for under these articles of association shall be addressed to the chairman and vice-chairman of the board of directors at the place of domicile of each one as it appears in the appropriate book containing the domicile addresses of the shareholders, directors, statutory auditors and external auditors and referred to in Article 5 above.

16

Attachment

3.1.2

Table of directors

Directors to be appointed

1)	Gary Collar
2)	Garry Ball
3)	Frederic Devienne
4)	Roger Batkin
6)	Mario Scapin
5)	Valerio Morra.

Attachment

3.1.3

Shareholders’ Agreement

Draft 15 June 2007

SHAREHOLDERS AGREEMENT
Between

• AGCO Deutschland Holding Limited & Co KG, a corporation organized and existing under the laws of Germany, whose registered office is located in D-87616 Marktoberdorf, Johann-Georg- Fendt-Str.4, Germany, Codice Fiscale...............

hereinafter called “AGCO”,

on the one side

and

• ARGO S.p.A., a corporation organized and existing under the laws of Italy, whose registered office is located in San Martino in Rio, Reggio Emilia, via Lemizzone, 1, Codice Fiscale 01327400352,

hereinafter called “ARGO”,

on the other side

concerning their entrepreneurial and shareholding relationships subsequent to the entire share capital of Laverda S.p.A. being underwritten by ARGO and AGCO

Whereas

(a) the parties are the holders of shares constituting 100% of the Laverda capital of Laverda, holding each of the parties the 50% of the shares;

(b) the parties wish to discipline their relationships relating to the coordination of their reciprocal activities as Shareholders of the Laverda, both in relation to prior consulting before the exercise of their Laverda rights and in relation to the entrepreneurial choices to be made in the short, medium and long term;

(c) the parties have the following responsibilities in Laverda:

• ARGO, the Business and ordinary management of the Laverda from 2007 until 31 December ................, a role which will be played by AGCO for the subsequent ..three....years, and so on in rotation

• AGCO, the control of activities and participation plans from 2007 until 31 December ................, a role which will be played by ARGO for the subsequent .three .... years, and so

on in rotation;

(d) ARGO and AGCO will contribute, in equal measure, to the additional financial resources that Laverda may require in order to carry out its activities within the limits of the financial and business plans commonly agreed upon by the parties;

(e) the parties agree that the Board of Directors must be convened every three months, in order to discuss, beside other things, the report of whoever was responsible for the ordinary and operative management of the activities carried out during the previous quarter and the plans for the subsequent period;

(f) the present agreements remain valid and binding among the parties as long as each of the Shareholders (or such Companies controlling or controlled by such Shareholders) maintain their holdings in the capital of Laverda at the level foreseen in the present agreements within the limit of five years provided by the Laws except the provisos regarding the cooperation for production and exchange of goods and services that shall remain in force as long as each of the Shareholders (or such Companies controlling or controlled by such Shareholders) maintain their holdings in the capital of the Laverda at the level foreseen in the present agreements.

This constituting an integral part of the present Agreement, the following is agreed and stipulated. Now therefore:

ARTICLE 1 Object of the agreements in relation to the Articles of Association of the Laverda

1.1. The parties agree that the Articles of Association of the Laverda lay down a qualified majority of 51% of the Laverda capital for Shareholders Meetings, except in the case of the appointment or renewal of Laverda directors when voting rights shall be limited to a half of the members to be elected; that is, each Shareholder can only vote for three candidate members of the only administrative body (board of directors) recognised by the Articles of Association, a Board of

Draft 15 June 2007

Directors consisting of six members, with the provision of “simul stabunt, simul cadent” in the hypothesis of the cessation of the appointment for any reason of even only one of the Directors.

1.2. The Chairman, Vice- Chairman and Managing Director may be separately delegated all of the powers of ordinary and extraordinary administration and the related representation of the Laverda, with the specific exclusion of the following powers of extraordinary administration which shall be held by the Board of Directors: the purchase, sale and constitution of real (in re) property rights; the purchase, sale and renting of business and concerns, Laverda shareholdings or enterprises shares; investments in movables and immovable; constitution of real (in re) or personal guarantees; unsecured loans, the issuing of bills of exchange or personal guarantees, leasing contracts of more than nine years’ duration (to be completed by the parties)

1.3. The Board of Auditors shall consist of three regular and two substitute auditors.

1.4. One General Manager shall be appointed by the Board of Directors and will perform the duties of CEO of the Laverda with the powers and duties agreed upon by the parties.

One Vice -General Manager shall be appointed by the Board of Directors as the same time as the General Manager.

The Vice-General Manager will be the CFO of Laverda with the powers and duties agreed upon by the parties.

1.5. A Product Committee shall be appointed by the Board of Directors and shall operate in accordance with Attachment [Laverda Product Governance Attachment]

The CEO of Laverda will be the Chairman of the Product Committee.

1.6. Each of the parties undertakes to sell to the other party all its shares in Laverda in the event its shareholdings or its controlling shareholdings change. The price of the shares shall be determined in compliance with Art. 11 of Laverda’s by-laws and the offer to sell shall be communicated to the other party within *** days of the controlling shareholdings change.

ARTICLE 2. Object of the agreements in relation to the exercise of the powers of management.

2.1. The Laverda shall carry out its activities in accordance with the three — year Business Plan which will be established by the parties by (............2007), and which will be attached to the present agreement and the subsequent three — year Business Plans.

The Business Plan will take into account the aspects relating to the development of the Laverda, with particular regard to an internal rate of return on invested capital. Investments and the organizational structure shall be a consequence of the objectives that the Shareholders set themselves.

The Shareholders shall procure that the business of the Laverda shall be conducted in accordance with all applicable laws and (subject to complying with applicable laws)with the Business Plans and annual business plans and on sound commercial profit-making principles with the aim of generating the maximum achievable maintainable profits available for manufacturing and distribution to the extent consistent with good business practice.

2.2. Laverda shall have a Board of Directors consisting of six members appointed as provided by Art. 1. Each Shareholder shall be entitled at any time to require the removal or substitution of the directors appointed by it in accordance with the Articles and each Shareholder should procure that the provisions of this clause are given. The Board of Auditors shall consist of three regular and two substitute auditors Members of the Board of Directors shall not be entitled to any remuneration in their capacity as members of the Board, unless the Shareholders agree otherwise in writing.

2.2.1. It is farther agreed that, until the time of the General Shareholders Meeting called to approve the financial statement of the period closed on 31.12.2009 , the Chairman of the Board of Directors shall be one of the directors elected upon designation of ARGO, at ARGO choice and the Vice- Chairman shall be one of the directors elected upon designation of AGCO at AGCO choice while the Managing Director with the power of executing the resolutions of the Board of Directors, up until the time of the General Meeting called to approve the financial statement of the period closed

Draft 15 June 2007

on 31 December 2009, shall be one of the directors elected upon the designation of ARGO at ARGO choice; and so on in alternation from one three-year period to the next.

2.2.2 Until the time of the General Shareholders Meeting called to approve the financial statement of the period closed on 31.12.2009, one of the regular and one of the substitutes auditors shall be designated by ARGO, two of the regular and one of the substitute auditors shall be designated by AGCO and AGCO shall designate the Chairman of the Board, and so on in alternation from one three-year period to the next.

2.2.3 AGCO shall be entitled to appoint a member to the board of Gallignani SpA upon the removal of Aldo Dian which ARGO shall procure will happen by 31 December 2007. One person indicated by AGCO shall always be a member to the board of directors of Gallignani SpA.

2.3. The CEO shall be designated by ARGO and the CFO shall be designated by AGCO. Each of the party shall be entitled at any time to require the removal or substitution of the General Manager or or the Vice General Manager appointed by in accordance with the Articles and each party should procure that the provisions of this clause are given effect. The CFO shall report to the CEO.

2.3.1 The CEO shall be responsible for the day to day running of the Laverda. The CEO duties are established with [Need to define the limits of the CEO’s duties]. The Shareholders shall procure that the CEO shall not appoint or dismiss any of the CFO, any of the employees who directly report to him, the Marketing Director or the Sales Director and any of the employees who directly report to them, without the prior written consent of the board of directors.

2.4. The General manager of Marketing shall be appointed by AGCO.

2.5. The Sale General Manager shall be appointed by .............

2.6. AGCO shall be entitled to appoint one member to the board of statutory auditors of Gallignani SpA (or to the board of directors of Gallignani SpA)

3. DISTRIBUTION POLICIES

The Shareholders shall decide the amounts and timing of any distributions of profits of Laverda and Fella provided that such distributions shall be made in accordance with applicable law.

The Shareholders agree that all profits of Laverda and Fella shall be distributable by way of payment of dividends to the Shareholders and shall be paid annually to the Shareholders, unless otherwise agreed in writing by the Shareholders.

4. MISCELLANEOUS

No partnership

Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the parties nor, constitute any party the agent of the others for any purpose.

Counterparts

This Agreement may be executed in two (2) counterparts and each such counterpart shall constitute an original of this Agreement but together shall constitute one and the same instrument. This Agreement shall not be effective until each party has executed at least one counterpart.

Further Assurance

Each party agrees (at its own cost) to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other parties may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transaction(s) contemplated by this Agreement.

Variation. Waiver and Consent

No variation or waiver of any Provision or condition of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the party (or, in the case of a waiver, by or on behalf of the party waiving compliance).

Unless expressly agreed, no variation or waiver of any provision or condition of this Agreement shall constitute a general variation or waiver of any provision or condition of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have

Draft 15 June 2007

already accrued up to the date of variation or waiver, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied or waived.

Any consent granted under this Agreement shall be effective only if given in writing and signed by the consenting party and then only in the instance and for the purpose for which it was given.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating or affecting any of the remaining provisions of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. In each case, the parties shall then use their best endeavours to replace the illegal, invalid or unenforceable provision(s) (as the case may be) by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

Assignment

No party may assign any of its rights or obligations under this Agreement in whole or in part (other than pursuant to a transfer of Shares to a third party in accordance with the terms of this Agreement).

Communications And Notifications

ARGO elects special domicile for communications subsequent to the signing of the present contract that will be addressed in a single document care of the office of Avv. Giorgio Barbieri in Reggio Emilia, Viale Regina Elena, 13, and AGCO elects domicile at Studio Legale De Falco e Grompe in Milano, Corso Italia 8.

5. ARBITRATION AND APPLICABLE LAW

Any controversy between the parties arising or however deriving from, or occasioned by the present Agreement, including its formation, shall be placed before the exclusive judgement of a board of three arbitrators, two nominated one by each party and the third upon the agreement of the first two arbitrators. Art. 809 et seq. shall apply and furthermore the acceptance of the appointed Arbitrator shall be made within 21 days of the appointment, without prejudice to the fact that, in the absence of such acceptance, article 810, II paragraph, c.p.c. shall apply

The Board of Arbitration shall sit in Parma, in a place to be established by its President.

The arbitration proceedings thus initiated shall be ritual under the terms of Art. 806 et seq., and therefore the decision of the arbitrators shall be effective as provided for in art. 824 c.p.c.

The award shall be issued within the deadline provided for in the law and shall be challengeable even in the case that the arbitrators did not decide the merits of the case according to rules of law.

The arbitrators shall decide upon the costs.

The present Agreement is governed by Italian law, with regard to its formation, as well as to its validity, efficacy, execution and cessation.

Attachment

3.1.3 bis

Cooperation Agreement

Draft 15 June 2007

COOPERATION AGREEMENT
Between

AGCO DEUTSCHLAND HOLDING LIMITED & CO KG, a company organised and existing in accordance with the laws of the German Federal Republic, whose registered office is in Germany, D-87616 Marktoberdorf, Johann-Georg-Fendt-Str.4,

hereinafter called “AGCO”,

on the one side

and

• ARGO S.p.A., a corporation organized and existing under the laws of Italy, whose registered office is located in San Martino in Rio, Reggio Emilia, via Lemizzone, 1, Codice Fiscale 01327400352,

hereinafter called ARGO,

on the other side

concerning the production and exchange of goods and services relating to Laverda, a company wholly owned by the participants to this agreement.

Whereas

a) The parties have planned to form a Harvesting Joint Venture, such Joint Venture will be located at Laverda in Breganze, Italy, an already existing company to operate throughout Europe, Africa and the Middle East (EAME) with equal (50 / 50) ownership by both parties.

b) the parties’ EAME Activities for the Harvesting Business will be centred in said Harvesting Joint Venture.

c) The Laverda Joint Venture will include all of the commercial business, products, intellectual property, services, responsibilities and other activities included in Laverda’s current business operations, in addition to the current assets and activities other activities and / or products which will be added by the agreement of the parties.

d) AGCO Sales of Combines which are manufactured outside of Europe will not be a part of this Laverda Joint Venture activity; however marketing activities will be coordinated between the parties.

(e) The parties are the holders of shares constituting 100% of the share capital of Laverda, holding each of the parties the 50% of the shares;

(f) the parties wish to discipline their relationships relating to the coordination of their reciprocal activities as Shareholders of the Laverda, in relation to the entrepreneurial choices to be made in the short, medium and long term;

(g) the parties have the following responsibilities in Laverda:

• ARGO, the Business and ordinary management of the Laverda from...................2007 until 31 December ................. , a role which will be played by AGCO for the subsequent three years, and so on in rotation

• AGCO, the control of activities and participation plans from............2007 until 31 December ................. , a role which will be played by ARGO for the subsequent three years, and so on in rotation;

(h) ARGO and AGCO will contribute in equal measure, to the additional financial resources that Laverda may require in order to carry out its activities within the limits of the financial and business plans commonly agreed upon by all of Shareholders;

(i) the parties agree that the Board of Directors must be convened every three (?) months, in order to discuss, beside other things, the report of whoever was responsible for the ordinary and operative management of the activities carried out during the previous quarter and the plans for the subsequent period;

(k) the present agreements remain valid and binding among the parties as long as each of the parties (or such Companies controlling or controlled by such Shareholders) maintain their holdings in the capital of the Laverda at the level foreseen in the present agreements.

This constituting an integral part of the present Agreement, the following is agreed and stipulated. Now therefore:

1. BUSINESS PLAN

The Laverda shall carry out its activities in accordance with the three — year Business Plan which will be established by the parties by ( ............. 2007), and which will be attached to the present agreement and with the subsequent three — year Business Plans to be established by ......................prior...........

The Business Plan will take into account the aspects relating to the development of the Laverda, its controlled companies, with particular regard to Fella and Gallignani. Investments and the organizational structure shall be a consequence of the objectives that the parties set themselves.

The parties shall procure that the business of the Laverda and its controlled companies shall be conducted in accordance with all applicable laws and subject to complying with applicable laws with the Business Plans and annual business plans and on sound commercial profit-making principles with the aim of generating the maximum achievable maintainable profits available for manufacturing and distribution products to the extent consistent with good business practice.

2. INVESTMENTS

Capita] expense

All capital contributions in addition to the initial capital contributions of the shareholders, will be agreed in writing by the parties.

In all cases, except as specifically approved by the parties, new products developed by the Laverda will be shared with equal rights by the owners of the Laverda. However with unanimous agreement of the parties, the Joint Venture may develop a product solely for the benefit of one partner.

In this case, the party receiving the benefit would fund 100% of the development.

The parties acknowledge that the Laverda may require further finance to fund projected cash requirements under the Business Plan and agree that Laverda may borrow additional sums from third parties, provided that both parties consent to such borrowing in writing, on the most favourable terms available as to interest, repayment and security compatible with its needs, but shall not allow any prospective lender the right to participate in the share capital of Laverda or otherwise in the Business of Laverda. The parties agree that such funding may be acquired from the parties (or members of the parties’ respective groups) rather than third parties.

Except with the written consent of each party, no party shall be obliged to provide guarantees or security for any indebtedness of Laverda. No party shall be obliged to provide any capital to Laverda by way of subscription for shares or by way of loans or subscription for loan notes unless all the Shareholders agree on the amount and method of providing such finance.

2 bis INTELLECTUAL PROPERTY

The parties acknowledge that any rights to intellectual property which arise in the course of Laverda’s activities shall belong to Laverda and that to the extent any rights owned by either parties are used by Laverda, that parties shall retain such rights to the relevant intellectual property.

3. IL DIRETTORE GENERALE

The CEO shall be responsible for the day to day running of the Laverda, subject to Art. 5. The CEO duties are established with ..............

The CEO shall prepare for the approval of the Board (and Shareholders) a Business plan for each Financial Year which he shall submit to the Board and Shareholders not less than 30 business days before the end of the then current Financial Year of the Laverda. Each Business plan shall include: a projected profit and loss account and balance sheet for the Laverda;

an estimate of the working capital requirements of the Laverda; and an operating budget for the Laverda.

Draft 15 June 2007

Subject to any amendments which they deem appropriate, the Board shall approve the Business plan within the thirty (30) business day period referred to in this clause

The CEO shall review at quarterly intervals during each Financial Year the Business plan during the course of each Financial Year and may propose changes to the Board and Shareholders, who shall respond to the CEO within thirty (30) business days of receipt of any proposal.

4. IL DIRETTORE FINANZIARIO

The CFO’s duties shall be as follows:

managing financial relations with AGCO;

• compliance with legal and tax requirements under the applicable laws and compliance with local and US GAAP accounting standards;

• meeting reporting deadlines for AGCO Corporation and AGCO........

• monitoring business (Business) performance and reporting to the Shareholders;

• developing systems for financing retail sales of AGCO farm machinery, including working with ............. as well as Western financial organizations;

• participation in strategic planning, Business and annual planning and AGCO forecasting processes;

• developing financial planning, forecasting and budgeting, in addition to managing financial control within management planning processes;

• planning and optimization of taxes;

• establishing systems of managing accounting, including supporting (S.A.P.) (?) systems set up for accounting and financial reporting;

• managing and minimizing financial risks and receivables;

• managing the finance and accounting departments, developing and monitoring KPIs (key performance indicators) for members of the finance and accounting departments; and analyzing variances to planned or forecast financial performance and developing corrective actions to control and monitor such variances.

5. THE PRODUCT COMMITTEE

The products manufactured by the Laverda (both current and future) will be managed by a Product Committee, whose members will be appointed by the board of directors of Laverda.

The CEO of the Laverda will be the Chairman of the Product Committee.

Representatives on the Product Committee would be responsible for ensuring the short and long term viability and safety of the products. They would approve

5 year product plans

Product cost targets

Product reliability and quality targets.

The Product Committee would establish and manage the Laverda’s priorities for all future product developments, including all products from Fella and Gallignani.

The Product Committee would have multi functional representatives from both AGCO and Laverda responsible for decisions regarding the establishment of joint development projects.

The Product Committee would include approximately 10 persons representing the following functions:

CEO Laverda (Chairman)

Head of combine engineering

Product manager combines for Laverda

Laverda Finance Head

AGCO Worldwide Combine Engineering and Manufacturing

AGCO Ltd. Harvesting Product management

AGCO Harvesting Marketing Manager

Laverda Product management

Laverda Combine Marketing Manager

in accordance with Laverda Product Governance Attachment.

Draft 15 June 2007

The Product Committee would be responsible for reporting the progress of all ongoing projects to the Board of Directors on a regular basis.

6. MARKETING MANAGEMENT

In order to sustain orderly sales and marketing in EAME, the parties shall form a Marketing Committee to develop and manage the jointly produced brands in the various markets. The Marketing committee shall manage the positioning of products produced by the Joint Venture. Specific responsibilities:

Pricing policies in all markets

Distribution Policies for the Joint Ventures brands

General Marketing Strategies

Product pricing shall be in accordance with the principles contained in Product Pricing Attachment.

7. LAVERDA RECORDS

The Laverda shall maintain accurate and complete accounting and other financial records in accordance with all Relevant Accounting Standards and applicable law.

Such records shall include the following, all of which shall be made available to the (Board) Shareholders on a timely basis and in accordance with Relevant Accounting Standards or, where a time period is specified, within that time period:

monthly income statements;

monthly receivables reports;

monthly balance sheets;

monthly cash flow statements;

the Accounts (within four months of the end of the relevant Financial Year);

draft annual accounts (within ONE months of the end of the relevant Financial Year);

and

a financial statement and Management Accounts made up to and as at the final day of each calendar month.

8. REGOLE DI CONTROLLO

The Laverda shall establish, maintain and duly administer an internal control system comprising policies, processes and such other features as are necessary or advisable to ensure:

the Laverda’s effective and efficient operation by enabling it to manage significant business, Business, financial, compliance and other risks to achieving the Laverda’s objectives;

the quality of the Company’s and the Subsidiary’s internal and external reporting; and

compliance by each Shareholder, board members .......... with all applicable laws and regulations.

The parties agree to procure that the members of the Board, the CEO and the senior management of Laverda, in place from time to time, sign and/or approve (in accordance with applicable laws and to the extent permissible under applicable laws) the code of business ethics substantially in the form set out in schedule ... to this Agreement (the “Code of Business Ethics”), together with the AGCO Corporation International Anti-Corruption Policy in place from time to time. The Shareholders agree to procure that the Laverda shall comply with the provisions of the Code of Business Ethics and AGCO Corporation International Anti-Corruption Policy in place from time to time.

The Laverda’s and controlled companies’ rules of governance, that have to comply with the provisos of the D. Lgs. 231/2001, shall be approved, at latest, within the date of the approval of the 2009 balance sheet.

9. ARBITRATION AND APPLICABLE LAW

Any controversy between the parties arising or however deriving from, or occasioned by the present Agreement, including its formation, shall be placed before the exclusive judgement of a board of three arbitrators, two nominated one by each party and the third upon the agreement of the first two arbitrators. Art. 809 et seq. shall apply and furthermore the acceptance of the appointed Arbitrator shall be made within 21 days of the appointment, without prejudice to the fact that, in the absence of such acceptance, article 810, II paragraph, c.p.c. shall apply

The Board of Arbitration shall sit in Parma, in a place to be established by its President.

Draft 15 June 2007

The arbitration proceedings thus initiated shall be ritual under the terms of Art. 806 et seq., and therefore the decision of the arbitrators shall be effective as provided for in art. 824 c.p.c.

The award shall be issued within the deadline provided for in the law and shall be challengeable even in the case that the arbitrators did not decide the merits of the case according to rules of law.

The arbitrators shall decide upon the costs.

The present Agreement is governed by Italian law, with regard to its formation, as well as to its validity, efficacy, execution and cessation.

10. MISCELLANEOUS

No partnership

Nothing in this Agreement (or any of the arrangements contemplated by it) is or shall be deemed to constitute a partnership between the parties nor, constitute any party the agent of the others for any purpose.

Counterparts

This Agreement may be executed in two (2) counterparts and each such counterpart shall constitute an original of this Agreement but together shall constitute one and the same instrument. This Agreement shall not be effective until each party has executed at least one counterpart.

Further Assurance

Each party agrees (at its own cost) to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as the other parties may reasonably require, whether on or after Completion, to implement and/or give effect to this Agreement and the transaction(s) contemplated by this Agreement.

Variation, Waiver and Consent

No variation or waiver of any Provision or condition of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the party (or, in the case of a waiver, by or on behalf of the party waiving compliance).

Unless expressly agreed, no variation or waiver of any provision or condition of this Agreement shall constitute a general variation or waiver of any provision or condition of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation or waiver, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied or waived.

Any consent granted under this Agreement shall be effective only if given in writing and signed by the consenting party and then only in the instance and for the purpose for which it was given.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating or affecting any of the remaining provisions of this Agreement. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. In each case, the parties shall then use their best endeavours to replace the illegal, invalid or unenforceable provision(s) (as the case may be) by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

Assignment

No party may assign any of its rights or obligations under this Agreement in whole or in part (other than pursuant to a transfer of Shares to a third party in accordance with the terms of this Agreement).

Communications And Notifications

Draft 15 June 2007

ARGO elects special domicile for communications subsequent to the signing of the present contract that will be addressed in a single document care of the office of Avv. Giorgio Barbieri in Reggio Emilia, Viale Regina Elena, 13, and AGCO elects domicile at Studio Legale De Falco e Grompe in Milano, Corso Italia 8.

Attachment

3.2

List of receivables

SITUATION 20/10/2010

CODE	DESCRIPTION	NAT	OPEN BALANCE
C146026	ARGO TRACTORS SPA	IT		1.220.835,69
C420030	ARGO GMBH	DE		69.220,56
C440010	MCCORMICK FRANCE	FR		—
C440012	ARGO FRANCE SAS	FR		—
C540005	AGRIARGO IBERICA SA	ES		608.276,21
C790000	AGRIARGO INDUSTRIAL (Pty) LTD	CF		11.130,88
F102017	ARGO TRACTOS SPA	IT		—
F100493	M.B.S.	IT		—
F100551	EMMEVI SRL	IT		—
F100926	ARGO FRANCE SAS	FR		—
				1.909.463,34

Attachment

6.1 (a)

List of the
CONTROLLED COMPANIES

(1) FELLA-Werke GmbH registered in the Commercial Register of Nuremberg under number HRB 17120

(2) Unterstü tzungskasse der Fella-Werk Gesellschaft mit beschränkter Haftung, registered in the Commercial Register of Nuremberg under number HRB 407

Attachment

7.2.2 (a)

Act of termination of the
Shareholders’ agreements

Contract for the termination of the shareholders agreements

With the present Contract between:

AGCO GMBH (successor in interest of AGCO DEUTSCHLAND HOLDING LIMITED & CO KG), whose registered office is in Germany, D-87616 Marktoberdorf, Johann-Georg-Fendt-Str.4, acting by its special attorney-in- fact Mr Roger Batkin, Italian tax number BTKRRN68M23Z1140 pursuant to the power of attorney granted on September 23, 2010

(hereinafter “AGCO”),

on the one side,

and

A.R.G.O. S.p.A., whose registered office is in San Martino in Rio, Reggio Emilia. Via Lemizzone 1, and whose fiscal code is 01327400352, acting by its President of the board of directors Mr Valerio Morra, Italian tax number

(hereinafter “ARGO”);

on the other side,

whereas

(A)	on September 28th, 2007 the parties hereto executed the shareholders agreements relating to the joint venture in LAVERDA S.p.A., whose registered office is in Breganze (Vicenza), Via Francesco Laverda 15/17, and whose fiscal code is 01892380351 whose copy is attached hereto as Attachment (A);
(B)	as of the date hereof ARGO sells to AGCO 10,000,000.00 (ten million) shares in LAVERDA with a nominal value of €1.00 (one/00) each, globally representing 50% (fifty percent) of the share capital of LAVERDA S.p.A.

This constituting an integral part of the present CONTRACT, the following is agreed and stipulated. Now, therefore:

1 the parties hereto agree to mutually terminate the shareholders agreements referred to in paragraph A of the recitals with effect as of the date hereof.

2 the parties hereto mutually release each other from any and all claim or rights arising from the shareholders agreements referred to in paragraph A of the recitals.

AGCO GmbH ARGO S.p.A.

(Place e date)

1

Attachment

7.2.2 (a) bis

act of termination of the cooperation
agreemenents

Contract for the termination of the cooperation agreement

With the present Contract between:

AGCO GMBH (successor in interest of AGCO DEUTSCHLAND HOLDING LIMITED & CO KG), whose registered office is in Germany, D-87616 Marktoberdorf, Johann-Georg-Fendt-Str.4, acting by its special attorney-in- fact Mr Roger Batkin, Italian tax number BTKRRN68M23Z1140 pursuant to the power of attorney granted on September 23, 2010

(hereinafter “AGCO”),

on the one side,

and

A.R.G.O. S.p.A., whose registered office is in San Martino in Rio, Reggio Emilia, Via Lemizzone I, and whose fiscal code is 01327400352, acting by its President of the board of directors Mr Valerio Morra, Italian tax number

(hereinafter “ARGO”);

on the other side,

whereas

(A)	on September 28th, 2007 in Modena the parties hereto executed the cooperation agreement relating to the joint venture in LAVERDA S.p.A., whose registered office is in Breganze (Vicenza), Via Francesco Laverda 15/17, and whose fiscal code is 01892380351 whose copy is attached hereto as Attachment (A);
(B)	as of the date hereof ARGO sells to AGCO 10,000,000.00 (ten million) shares in LAVERDA with a nominal value of €1.00 (one/00) each, globally representing 50% (fifty percent) of the share capital of LAVERDA S.p.A.

This constituting an integral part of the present CONTRACT, the following is agreed and stipulated. Now, therefore:

1 the parties hereto agree to mutually terminate the cooperation agreement referred to in paragraph A of the recitals with effect as of the date hereof.

2 the parties hereto mutually release each other from any and all claim or rights arising from the cooperation agreement referred to in paragraph A of the recitals.

AGCO GmbH ARGO S.p.A.

(Place e date)

1

Attachment

7.2.3 (e)

Drafts of the waiver to bring actions
against directors

               , 20

To

Dear Mr.

In our capacity as shareholder of the company Laverda S.p.a., with principal place of business in Breganze, Vicenza, via Francesco Laverda, 15/17, (the “Company”) and owner of shares of such Company representing the 50% of its outstanding capital,

Whereas

that as of today (the “Closing date”) you have resigned from the office of member of the Company’s board of directors;

That we know that ARGO GmbH as sole other shareholder of the Company has signed and deliver to you a letter substantially similar to the present letter,

now therefore

we the undersigned AGCO GmbH hereby irrevocably declare, agree and covenant that we:

(i)

Release you, in your capacity as resigning member of the Board of Directors of the Company, from any and all liabilities related, connected to, derived from or arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date;

(ii)

Also in our capacity as shareholders of the Company, we will cause the shareholders meeting of the Company to discuss, as soon as practicable, a resolution releasing you for a period no shorter that five years prior to the Closing Date from any and all liabilities related, connected to, derived from or arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date, and we undertake:

(a)	to express our vote in favour o such a resolution;
(b)	no to promote any claim, action and/or suit against you according to art. 2393 bis or 2395 of the Civil Code;

(iii) Will hold you harmless from and against any damage, costs, and/or expense arising out of any possible claim, action and/or suit however brought against you with regard to any and all liabilities related, connected to, derived from arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date.

Very truly yours,

AGCO GmbH

               , 2010

To

Dear Mr.

In our capacity as shareholder of the company Laverda S.p.a., with principal place of business in Breganze, Vicenza, via Francesco Laverda, 15/17 (the “Company”) and owner of shares of such Company representing the 50% of its outstanding capital,

Whereas

that as of today (the “Closing date”) you have resigned from the office of member of the Company’s board of directors;

That we know that AGCO S.p.A. as sole other shareholder of the Company has signed and deliver to you a letter substantially similar to the present letter,

now therefore

we the undersigned ARGO S.p.A. hereby irrevocably declare, agree and covenant that we :

(iv)

Release you, in your capacity as resigning member of the Board of Directors of the Company, from any and all liabilities related, connected to, derived from or arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date;

(v)

Also in our capacity as shareholders of the Company, we will cause the shareholders meeting of the Company to discuss, as soon as practicable, a resolution releasing you for a period no shorter that five years prior to the Closing Date from any and all liabilities related, connected to, derived from or arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date, and we undertake:

(c)	to express our vote in favour o such a resolution;
(d)	no to promote any claim, action and/or suit against you according to art. 2393 bis or 2395 of the Civil Code;

(vi) Will hold you harmless from and against any damage, costs, and/or expense arising out of any possible claim, action and/or suit however brought against you with regard to any and all liabilities related, connected to, derived from arisen in connection with your office of member of the Board of Directors of the Company up to the Closing Date.

Very truly yours,

ARGO S.p.A.

Attachment

13.4

Employees referred to

							Ancle												Salere		Charges
				Dale de			au 31/12/09						Sal		Prime		Salelre bull		annual (13		pntronaloa
Malricule	Nom	Pionom	Affeciallion	nstoo	Age		Date d’one		Employ occupe	Coefficient	Nlveau		base		dalclennele		mensuel		mots)		(45%)		CaDluslne
00071	CHANTRENNE	FLORIAN	AF	20/06/1982		27		11/10/2004	5.22 INPECTEUR TECHNIQUE PR	325		C14		2,365,00		05,04		2,470,04		32,110,52		14.449,73		40,560,25
00101	CORNET	LAURENT	AF	18/10/1968		41		06/11/2006	3.15 INSPECTEUR COMMERCIAL REGIONAL	400		C15		4,070,82		0.00		4,076,92		52,999,96		23,849,98		70,049,94
00010	FOUOUET	JAMES	AF	18/06/1952		57		23/03/2004	5.77 RESPONSABLE REGIONAL VENTES	400		C15		4,576,92		0.00		4,576,92		59,499,96		26,771,98		06,274,94
00181	GAUJARENGUES	YVES	AF	09/11/1952		57		01/09/2000	1.33 INSPECTEUR COMMERCIAL REGIONAL	400		C16		3,846,15		0.00		3,946,15		49,999,95		22,499,98		72,499,93
00038	HUGUENY	REMI	AF	10/10/1979		30		02/10/2000	9.25 RESPONSABLE TECHNIQUE LAVERDA	400		C16		3,692,85		0.00		3,692,65		46,007,05		21,603,17		69,810,22
00161	LAURENT	NICOLAS	AF	12/10/1977		32		01/03/2007	2.84 INSPECTEUR TECHNIQUE PR	325		C14		2,883,00		42,52		2,931,52		38,109,76		17,149,39		55,269,15
00079	RONDEAU	FAGRICE	AF	28/07/1954		55		01/10/2005	4.25 DIRECTEUR COMMERCIAL FRANCE	560		C18		6,000.00		0.00		6,000,00		78,000,00		35,100,00		113,100,00

BOZZETTO LUCIANO 08/01/1952 DIRIGENTE

Attachment

14.1

“Telescopic handlers” and prices

ITEM	FRAME		DAY OF PRODUCTION	PRICE		ORDER NUMBER		CLIENT	REMARKS	TO BE SCRAPPED
Articolo	Telaio		Data produzione	Prezzo listino		Numero Ordine		Cliente	Note		Rottamare
PLIFT450935/C109		507900001	11/02/2008								20.000
TTH3594532		507900007	16/04/2008								20.000
TTH3594551		507900006	14/12/2007								Rottamare
TTH3594552		507900005	08/10/2008
PLIFT450935/C116		507910015	24/04/2009		59.484		150160	ARGO	INVOICED
TTRAC450935/C116		507920003	27/02/2009		60.153		150159	ARGO	fatturato- Fatt. VMI 183 14/10/2010
TTRAC450935/C223		507920014	30/04/2009		54.610
TTRAC450935/C223		507920017	25/05/2009		54.610

EX-10.24

Exhibit 10.24

A G C O C O R P O R A T I O N

DIRECTOR COMPENSATION
for
NON — EMPLOYEE DIRECTORS
(as of January 1, 2011)

Retainers (1)	USD
Annual Lead Director Retainer (paid only to Lead Director):		30,000
Annual Director Base Retainer (applies to all Directors):		90,000
Annual Committee Chairperson Retainer:       (except Audit Committee and Compensation Committee Chair)		15,000
Annual Audit Committee Chairperson Retainer:		25,000
Annual Compensation Committee Chairperson Retainer:		20,000
Additional Compensation
Annual AGCO Stock Grant Award (2)		100,000

In addition, the Company will reimburse directors for the reasonable out-of-pocket expense incurred in the attendance of the meeting.

Page 1 of  2

A G C O C O R P O R A T I O N

DIRECTOR COMPENSATION
for
NON — EMPLOYEE DIRECTORS
(as of January 1, 2011)

Notes:

1) Payments of annual retainers are made in accordance with the following provisions:

I)	Annual Retainers are paid quarterly in four installments (for ease of calculation purposes quarters are divided into 90 days with a 360 day year).
II)	Annual Retainers accrue as of the first day of each calendar quarter based on the Board and Committee Membership Roster in effect on that date.
III)	Annual Retainers are paid in advance during the first month of the given calendar quarter (e.g., January for the first quarter).
IV)	Changes to Board and Committee Memberships (including Chairpersons) will be reviewed and adjustments made to current quarter’s retainer amounts (up or down).
V)	Any changes in the Retainer amounts due for the current quarter will be reflected in the ensuing quarter’s retainer payment.

2) Terms applicable to the Stock Grant Award are defined in the Plan Document. The stock grant equivalent to USD 100,000 is based on closing price on the day of the Annual Shareholder’s ’meeting.

Page 2 of  2

EX-21.0

AGCO CORP /DE 12/31/2010	Exhibit 21.0
Wholly Owned Subsidiaries of AGCO Corporation	Country of Jurisdicton
AGCO Funding Corporation	United States
Export Market Services LLC	United States
Massey Ferguson Corp.	United States
AGCO Argentina SA	Argentina
Indamo SA	Argentina
AGCO Australia, Ltd.	Australia
Valtra GesmbH	Austria
AGCO do Brazil Commercio e Industria Ltda.	Brazil
AGCO Parts Servicos Adminstrativos Ltda	Brazil
Industrial Agricola Fortaleza Importacao E Exportacao Ltda	Brazil
Tecnoagro Maquinas Agricolas Ltda.	Brazil
Valtra do Brazil Ltda.	Brazil
AGCO Canada Ltd.	Canada
AGCO (Changzhou) Agricultural Machinery Co. Ltd.	China
AGCO Genpower (Shanghai) Co. Limited	China
Beijing AGCO Trading Co., Ltd.	China
AGCO A/S	Denmark
AGCO Danmark A/S	Denmark
AGCO Sisu Power Inc	Finland
AGCO Sisu Power Voukraus Inc	Finland
Valtra OY	Finland
Valtra Voukraus OY	Finland
AGCO Distribution SAS	France
AGCO France SA	France
AGCO SA	France
AGCO Deutschland GmbH	Germany
AGCO Deutschland Holding Limited Co. KG	Germany
AGCO GmbH	Germany
AGCO Hohenmolsen GmbH	Germany
AGCO Vertriebs GmbH	Germany
Fendt Fordertechnik GmbH	Germany
Fendt GmbH	Germany
Fendt Immobilien KG	Germany
Valtra Deutschland GmbH	Germany
Valtra Vertriebs GmbH	Germany
AGCO Holdings (Hong Kong) Ltd	Hong Kong
AGCO Italia SpA	Italy
Farmec SpA	Italy
Fendt Italiana GmbH	Italy
AGCO Mexico S de RL de CV	Mexico
Prestadora de Servicios Mexicana del Bajio, SA de CV	Mexico
Valtractors Mexico SA de CV	Mexico
Ag-Chem Europe Fertilizer Equipment BV	Netherlands
Ag-Chem Europe Industrial Equipment BV	Netherlands
AGCO Holding BV	Netherlands
AGCO International Holdings BV	Netherlands
AGCO Netherlands BV	Netherlands
Valtra International BV	Netherlands
Eikmaskin AS	Norway
Valtra Norge AS	Norway
AGCO SPZOO	Poland
Valtractor Comercio de Tractores e Maquinas Agricolas SA	Portugal
AGCO Machinery LLC	Russia
AGCO Iberia SA	Spain
AGCO AB	Sweden
AGCO International GmbH	Switzerland
MF Tarim Makineleri Ltd.	Turkey
Ag-Chem (UK) Limited	United Kingdom
AGCO Funding Company	United Kingdom
AGCO International Ltd.	United Kingdom
AGCO Ltd.	United Kingdom
AGCO Machinery Ltd	United Kingdom
AGCO Manufacturing Ltd.	United Kingdom
AGCO Pension Trust Ltd.	United Kingdom

Wholly Owned Subsidiaries of AGCO Corporation	Country of Jurisdicton
AGCO Services Ltd.	United Kingdom
Massey Ferguson Executive Pension Trust Ltd.	United Kingdom
Massey Ferguson Staff Pension Trust Ltd.	United Kingdom
Massey Ferguson Works Pension Trust Ltd.	United Kingdom
Valtra Tractors (UK) Ltd.	United Kingdom
Sparex Agparts Pty Limited	Australia
Sparex Australia Pty Limited	Australia
Sparex Maschinenzubehor H.m.b.H.	Austria
Sparex Belgium BVBA	Belgium
Sparex Canada Limited	Canada
Sparex ApS	Denmark
Sparex S.A.R.L.	France
Sparex Handels-und Vertriebs GmbH	Germany
Sparex (Tractor Accessories) Limited	Ireland
Sparex Mexicana S.A. de C.V.	Mexico
Sparex Limited Vestiging Holland BV	Netherlands
Sparex Distributors New Zealand Limited	New Zealand
Sparex Polska Sp. Z.o.o.	Poland
Sparex Portugal Importacao e Comercio de Pecas Lda	Portugal
Sparex (Proprietary) Limited	South Africa
Sparex Agrirepuestos SL (Spain)	Spain
Sparex AB	Sweden
Anglehawk Limited	United Kingdom
Sparex Holdings Limited	United Kingdom
Sparex International Limited	United Kingdom
Sparex Limited	United Kingdom
Spenco Engineering Company Limited	United Kingdom
Sparex Inc.	United States
50% or Greater Joint Venture Interests of the Registrant
Groupement International De Mecanique Agricole SA	France
Deutz AGCO Motores SA	Argentina
Laverda SPA	Italy
AGCO CTP Holdings BV	Netherlands
AGCO CTP LLC	Russia
Fella Werke GmbH	Germany
Less Than 50% Joint Venture Interests of the Registrant
Valtra Traktor AB	Sweden
AGCO Finance LLC	United States
AGCO Finance Canada Ltd.	Canada
AGCO Finance Ltd	United Kingdom
AGCO Finance SNC	France
AGCO Finance GmbH	Germany
AGCO FINANCE GmbH, Landmaschinenleasing	Austria
AGCO Finance Ltd. Ireland	Ireland
AGCO Finance PTY Ltd.	Australia
Agricredit do Brasil Ltda	Brazil
AGCO Capital Argentina S.A.	Argentina
Saudi Tractor Manufacturing Company Limited	Saudi Arabia
Compagnie Maghebine de Materials Agricoles et Industriels SA	Morroco
Libyan Tractor and Agricultural Commodities Company	Libya
Tractors and Farm Equipment Limited	India
AGCO Advantage LLC	United States

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
AGCO Corporation:

We consent to the incorporation by reference in the registration statements (No. 333-142711, No. 333-85404, and No. 333-75591) on Form S-8 of AGCO Corporation of our reports dated February 25, 2011, with respect to the consolidated balance sheets of AGCO Corporation and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2010, which reports appear in the December 31, 2010 annual report on Form 10-K of AGCO Corporation.

Our report refers to a change in methods of accounting for transfers of financial assets and consolidation of variable interest entities in 2010.

/s/ KPMG LLP  

Atlanta, Georgia
February 25, 2011

EX-24.0

Exhibit 24.0

Power of Attorney

     Know all men by these presents, that each person whose signature appears below, hereby constitutes and appoints Andrew H. Beck and Debra E. Kuper his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the annual report on Form 10-K of AGCO Corporation for the fiscal year ended December 31, 2010 and any or all amendments or supplements thereto, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to the Form 10-K or any amendments or supplements thereto in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Date
/s/ Martin Richenhagen	February 25, 2011
Martin Richenhagen
/s/ P. George Benson	February 25, 2011
P. George Benson
/s/ Herman Cain	February 25, 2011
Herman Cain
/s/ Wolfgang Deml	February 25, 2011
Wolfgang Deml
/s/ Luiz F. Furlan	February 25, 2011
Luiz F. Furlan
/s/ Gerald B. Johanneson	February 25, 2011
Gerald B. Johanneson
/s/ George E. Minnich	February 25, 2011
George E. Minnich
/s/ Curtis E. Moll	February 25, 2011
Curtis E. Moll
/s/ Thomas W. Lasorda	February 25, 2011
Thomas W. Lasorda
/s/ Gerald L. Shaheen	February 25, 2011
Gerald L. Shaheen
/s/ Hendrikus Visser	February 25, 2011
Hendrikus Visser

EX-31.1

Exhibit 31.1

Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002

I, Martin Richenhagen, certify that:

1.	I have reviewed this Annual Report on Form 10-K of AGCO Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 25, 2011

/s/  Martin Richenhagen

Martin Richenhagen

Chairman of the Board, President and Chief

Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to § 302 of the Sarbanes-Oxley Act of 2002

I, Andrew H. Beck, certify that:

1.	I have reviewed this Annual Report on Form 10-K of AGCO Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: February 25, 2011

/s/  Andrew H. Beck

Andrew H. Beck

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     The undersigned, as the Chief Executive Officer and as the Chief Financial Officer of AGCO Corporation, respectively, certify that, to the best of their knowledge and belief, the Annual Report on Form 10-K for the year ended December 31, 2010 that accompanies this certification fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and the information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of AGCO Corporation at the dates and for the periods indicated. The foregoing certifications are made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.

/s/ Martin Richenhagen  

Martin Richenhagen 

Chief Executive Officer 
February 25, 2011

/s/ Andrew H. Beck  

Andrew H. Beck 

Chief Financial Officer 
February 25, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to AGCO Corporation and will be retained by AGCO Corporation and furnished to the Securities and Exchange Commission or its staff upon request.