EX-10.4 SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

Exhibit 10.4

SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

     This SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “ Amendment ”) dated as of October 13, 2006, by and among AGCO CORPORATION , a Delaware corporation (“ AGCO ”), AGCO CANADA, LTD. , a Saskatchewan corporation (“ Canadian Subsidiary ”), AGCO LIMITED , an English corporation (“ English Subsidiary One ”), AGCO INTERNATIONAL LIMITED , an English corporation (“ English Subsidiary Two ”), AGCO HOLDING B.V. , a Netherlands corporation (“ Netherlands Subsidiary ”), AGCO DEUTSCHLAND HOLDING LIMITED & CO. KG , a German limited partnership (“ German Subsidiary ”), and VALTRA HOLDING OY , a Finnish limited liability company (“ Finnish Subsidiary ”; AGCO, Canadian Subsidiary, English Subsidiary One, English Subsidiary Two, Netherlands Subsidiary, German Subsidiary and Finnish Subsidiary are referred to herein collectively as the “ Borrowers ” and individually as a “ Borrower ”); the lenders (the “ Lenders ”) signatory hereto; COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, CANADIAN BRANCH , as Canadian administrative agent for the Canadian Lenders (together with any successor, in such capacity, the “ Canadian Administrative Agent ”); and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH , as administrative agent for the Lenders (together with any successor, in such capacity, the “ Administrative Agent ”).

     WHEREAS, the Borrowers, the Administrative Agent, the Canadian Administrative Agent, the Lenders, the Issuing Banks (as defined in the Credit Agreement), SunTrust Bank and Morgan Stanley Senior Funding, Inc., as Co-Syndication Agents, and CoBank, ACB and The Bank of Tokyo-Mitsubishi, Ltd., NY Branch, as Co-Documentation Agents, are parties to that certain Credit Agreement dated as of December 22, 2003 (as amended by that certain First Amendment to Credit Agreement and Consent dated as of April 12, 2004, as further amended by that certain Second Amendment to Credit Agreement dated as of August 17, 2004, as further amended by that certain Third Amendment to Credit Agreement dated as of March 21, 2005, as further amended by that certain Fourth Amendment to Credit Agreement and Consent dated as of June 2, 2005, as further amended by that certain Fifth Amendment to Credit Agreement dated as of March 22, 2006 and as further amended, restated, supplemented or modified from time to time, the “ Credit Agreement ”); and

     WHEREAS, the Borrowers have requested that certain terms and conditions of the Credit Agreement be amended, and the Lenders signatory hereto, the Canadian Administrative Agent and the Administrative Agent have agreed to the requested amendments on the terms and conditions set forth herein; and

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

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

     WHEREAS, to the extent required under the Credit Agreement, the Borrowers have requested that the Agents and the Lenders consent to the consummation of the transactions contemplated in the New Securitization Facility, and the Lenders signatory hereto and the Agents have consented to the transactions contemplated in the New Securitization Facility on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree that all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement, and further agree as follows:

      Section 1. Amendments to Section 1.1 . Section 1.1 of the Credit Agreement, Certain Defined Terms, is hereby amended and modified by deleting the definitions of European Securitization and European Securitization Documents in their entirety and by substituting the following in lieu thereof:

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

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

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

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