Letter Agreement for Australia/New Zealand Between AGCO International GmbH, Neuhausen, Switzerland (AGCO which expression shall include its successors and assigns) and Tractors and Farm Equipment Limited (collectively referred to as (TAFE which expression shall include its successors and assigns)

1.PURCHASE AND SALE:

TAFE agrees to supply MF Heritage (including 2600 series) tractors from 35HP to 80HP range (appropriate for the market in the territory as mutually agreed upon, between the parties) (“MF Heritage Products”) together with spare parts exclusively to AGCO (or any of its subsidiary/associate companies) for resale in Australia/New Zealand markets (“Territory”) solely through the AGCO distribution network.

AGCO agrees to consider sourcing Centurion Global Series Tractors G1 and G2 (licensed products) from TAFE, India subject to competitive prices.

AGCO agrees to consider sourcing 90 HP to 100 HP tractors developed by TAFE, subject to competitive prices.

TAFE agrees to incorporate in the MF Heritage Products, features, improvements and innovations designed and developed by TAFE that are outside of the MF Heritage Products, in line with the specifications and market needs that are mutually agreed upon between the parties.

                                            

2.    BRAND:

The MF Heritage Products will be sold by AGCO or any of its subsidiary companies in Massey Ferguson brand only with model numbering to be determined by AGCO. Spare parts shall be branded as AGCO. TAFE will not sell MF Heritage Products in TAFE or any other brand in the Territory. TAFE shall comply with all instructions issued by AGCO relating to the form and the manner in which AGCO trademarks shall be used and shall discontinue immediately upon notice from AGCO any practice relating to the use of AGCO trade marks in the Territory. TAFE shall obtain no rights in/to the Massey Ferguson trade marks in the Territory.

3.    NATURE OF ARRANGEMENT:

The arrangement between the parties shall be exclusive for MF Heritage Products. The parties agree that they shall not have any similar arrangements with any other person during the currency of this Letter Agreement for sale of tractors within the Territory save that this arrangement shall not cover any tractors built in AGCO proprietary sites or supported by other AGCO brands.

In the event of AGCO deciding to source the MF Heritage Products from its own manufacturing locations, it shall serve upon TAFE 60 days’ notice in writing of its intent to do so. Within 120 days of receipt of such notice, TAFE shall have the option to terminate this Letter Agreement by the issue of three months’ notice in writing.

4.    PROCEDURES AND PRICE:

TAFE will supply and invoice MF Heritage Products to AGCO free on board (Indian Port). Shipment of products and spare parts shall be directly to appropriate AGCO Australia /New Zealand centres. Payment shall be made by AGCO within 60 days from bill of lading in U S Dollars.

                                            

5.    REVIEW:

AGCO and TAFE will form an “Operational Review” team with two members nominated from each party, which shall, on a monthly basis, review performance, forecasting, orders and fulfillment, etc. A “Steering Committee”, with senior level participants of both parties shall review at quarterly basis the progress of business.

6.    OTHER TERMS AND CONDITIONS:

TAFE and AGCO agree that the terms and conditions such as conditions of Sale Standards of Quality, Parts, Warranty and After Sales Responsibilities are mutually agreed in a separate agreement named “Terms and Conditions agreed between Tractors and Farm Equipment Limited (“TAFE”) and AGCO Corporation (“AGCO”) for Heritage Tractors dated 29th October 2009”.

7.    INDIAN LINE OF CREDIT BUSINESS:

TAFE would be solely responsible for India Line of Credit business in these markets. Where direct invoicing is mandatory, the payment of commission and dealer margins to AGCO to be mutually agreed to.

8.    TERM AND TERMINATION: