AMENDMENT to RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.20

AMENDMENT

Dated as of August 13, 2001

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of January 27, 2000

          THIS AMENDMENT (this “Amendment”) dated as of August 13, 2001, is entered into by and among AGCO FUNDING CORPORATION, as seller (the “Seller”), AGCO CORPORATION (“AGCO”), as servicer (in such capacity, the “Servicer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION (“Nieuw Amsterdam”), GOTHAM FUNDING CORPORATION (“Gotham”), COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, individually (“Rabobank International”), as an Administrator and as Agent, and BANK OF TOKYO-MITSUBISHI TRUST COMPANY (“BTMT”), individually and as a new Administrator.

PRELIMINARY STATEMENTS

          A. The Seller, the Servicer, Nieuw Amsterdam and Rabobank International (individually, as Administrator and as Agent) are parties to that certain Receivables Purchase Agreement dated as of January 27, 2000 (as amended prior to the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Receivables Purchase Agreement.

          B. The parties hereto have agreed to add Gotham as a “Conduit Purchaser” and a “Committed Purchaser” under the Receivables Purchase Agreement and BTMT as an “Administrator” under the Receivables Purchase Agreement. In connection therewith, Nieuw Amsterdam will assign a portion of the outstanding Ownership Interests held by it to BTMT (on behalf of Gotham) such that, from and after such assignment, the percentage of the outstanding Ownership Interests held by each Related Group will be proportional to their respective Related Group Limits.

          C. In addition, the parties hereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Addition of New Related Group .

          (a) Each of the parties hereto agrees that, effective as of the Effective Date (as defined in Section 4 below), (i) Gotham will be a party to the Receivables Purchase Agreement as a Conduit Purchaser and a Committed Purchaser and shall be bound by all of the terms and conditions thereof, (ii) BTMT will be a party to the Receivables Purchase Agreement as the Administrator for Gotham and shall be bound by all of the terms and conditions thereof, (iii) Gotham, BTMT and their respective successors and assigns will collectively represent a new “Related Group” under the Receivables Purchase Agreement and (iv) the fee letter described in Section 4(b) hereof shall be a “Fee Letter” for all purposes under the Receivables Purchase Agreement..

          (b) The notice address for Gotham and BTMT for purposes of the Receivables Purchase Agreement shall be the address set forth under its name on Schedule I , or such other address as shall be designated by such party in a written notice to the other parties to the Receivables Purchase Agreement pursuant to the provisions thereof.

          (c) Upon satisfaction of clauses (d) and (e) below, effective as of the Effective Date (i) the Commitment of Gotham under the Receivables Purchase Agreement will be equal to $125,000,000 and (ii) the Commitment of Rabobank International under the Receivables Purchase Agreement will be reduced to $125,000,000. The parties hereto agree that the signature pages to the Receivables Purchase Agreement will be deemed amended to reflect the arrangement described in this clause (c).

          (d) Effective upon its receipt of the Assignment Price (as defined below) on the Effective Date, Nieuw Amsterdam hereby assigns to Gotham, without recourse, warranty, or representation of any kind, except as specifically provided herein, an undivided percentage ownership interest in Nieuw Amsterdam’s right, title and interest in and to the outstanding Ownership Interests such that, from and after such sale, the percentage of the outstanding Ownership Interests held by each Related Group will be proportional to their respective Related Group Limits. BTMT hereby agrees to purchase and accept such assignment on behalf of Gotham. The Seller and the Servicer hereby acknowledge and consent to the foregoing assignment.

          (e) In consideration for the assignment described in paragraph (d), BTMT shall pay to Nieuw Amsterdam an amount (the “Assignment Price”) equal to $117,500,000 (which amount represents the total outstanding Investment associated with the Ownership Interests so assigned). Such amount shall be payable on the Effective Date by wire transfer of immediately available funds to Rabobank International, as Administrator for Nieuw Amsterdam.

          (f) Nieuw Amsterdam hereby represents and warrants to Gotham and BTMT that Nieuw Amsterdam owns the interest in the Ownership Interests being sold and assigned hereby for its own account and has not sold, transferred or encumbered (or permitted to be encumbered) any or all of its interest in such Ownership Interests and that it has delivered to Gotham and BTMT copies of all of the Transaction Documents and amendments thereto in effect on the Effective Date.

          (g) Each of Gotham and BTMT hereby acknowledges and agrees that it has entered into this Agreement on the basis of its own independent investigation and has not relied upon, and will not rely upon, any explicit or implicit written or oral representation, warranty or other statement of the Agent or any other Purchaser or Administrator concerning the authorization, execution, legality, validity, effectiveness, genuineness, enforceability or sufficiency of this Amendment, any Transaction Document, any Dealer Receivable or any Related Security (or interest therein) or any other instrument or document related to the foregoing.

          (h) This Amendment, in so far as it relates to the addition of Gotham and BTMT as parties to the Receivables Purchase Agreement and the establishment of their new Related Group, shall be deemed to be a “Joinder Agreement” within the meaning of, and entered into pursuant to, the Receivables Purchase Agreement and shall be effective for all purposes thereunder.

          (i) Notwithstanding the assignment described above in this Section 1, it is understood and agreed that Gotham and BTMT shall constitute a separate and distinct Related Group under the Receivables Purchase Agreement and shall not by virtue of such assignment become members of Nieuw Amsterdam’s Related Group.

          SECTION 2. Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Receivables Purchase Agreement is amended as follows:

          2.1 The definition of “Cash Control Event” in Section 1.01 is amended in its entirety to read as follows:

     “ “ Cash Control Event ” means the occurrence of either of the following events: (i) the Servicer’s long-term corporate or senior implied rating shall be “Ba3” or lower by Moody’s or “BB-” or lower by S&P or either such rating is withdrawn or (ii) any Early Amortization Event.”

          2.2 The definition of “CP Rate” in Section 1.01 is amended in its entirety to read as follows:

     “ “ CP Rate ” means (a) with respect to Gotham for any period, a rate per annum calculated in good faith by the Administrator for Gotham to reflect Gotham’s actual cost of funding the applicable Ownership Interest (or portion thereof) held by Gotham during such period, taking into account (i) the weighted daily average interest rate payable in respect of the Commercial Paper Notes issued by Gotham during such period (determined in the case of discounted Commercial Paper Notes by converting the discount to an interest-bearing equivalent rate per annum), (ii) the commissions of placement agents and dealers in respect of such Commercial Paper Notes, to the extent such commissions are reasonably allocated, in whole or in part, to such Commercial Paper Notes by the Administrator for Gotham and (iii) other borrowings by such Conduit Purchaser, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; (b) with respect to any other Conduit Purchaser for any period, the per annum rate equivalent to the weighted average

of the per annum rates paid or payable by such Conduit Purchaser from time to time as interest on Commercial Paper Notes (by means of interest rate hedges or otherwise and taking into consideration any incremental carrying costs associated with Commercial Paper Notes issued by such Conduit Purchaser maturing on dates other than those certain dates on which such Conduit Purchaser is to receive funds) in respect of Commercial Paper Notes issued by such Conduit Purchaser that are allocated, in whole or in part, by the related Administrator (on behalf of such Conduit Purchaser) to fund or maintain the Investment of such Conduit Purchaser during such period, as determined by the related Administrator (on behalf of such Conduit Purchaser) and reported to the Seller and the Servicer, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such Commercial Paper Notes, to the extent such commissions are reasonably allocated, in whole or in part, to such Commercial Paper Notes by the related Administrator (on behalf of such Conduit Purchaser) and (ii) other borrowings by such Conduit Purchaser, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided that if any component of such rate is a discount rate, in calculating the CP Rate the related Administrator shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum; and provided further that any Conduit Purchaser which becomes a party hereto pursuant to Section 12.02 may specify a different “CP Rate” in the relevant Joinder Agreement, in which case the term “CP Rate”, when used in reference to such Conduit Purchaser, shall have the meaning assigned to such term in such Joinder Agreement.”

          2.3 The definition of “Default Ratio” in Section 1.01 is amended to delete the phrase “immediately preceding 12 months” in each place where it appears therein and to substitute therefor the phrase “immediately preceding month” in each such place.

          2.4 The definition of “Defaulted Receivable” in Section 1.01 is amended to replace the number “61” with the number “91”.

          2.5 The definition of “Delinquent Receivable” in Section 1.01 is amended to replace the number “30” with the number “61”.

          2.6 Clause (g) of the definition of “Eligible Receivable” in Section 1.01 is amended in its entirety to read as follows:

     “(g) such Dealer Receivable is not a Delinquent Receivable, a Defaulted Receivable or a Charged-Off Receivable,”.

          2.7 Section 1.01 is amended by inserting the following definition in appropriate alphabetical order:

     “ “ Gotham ” means Gotham Funding Corporation.”

          2.8 The definition of “Loss Reserve Percentage” in Section 1.01 is amended in its entirety to read as follows:

     “ “ Loss Reserve Percentage ” means, at any time, 2.0 times the highest average Default Ratio for any three (3) consecutive calendar months during the twelve (12) complete calendar month period then most recently ended.”

          2.9 The definition of “Planned Dilution Ratio” in Section 1.01 is amended by inserting “the greater of (a) 10% or (b)” immediately before the phrase “the percentage equivalent of a fraction” in such definition.

          2.10 The definition of “Yield Rate” in Section 1.01 is amended in its entirety to read as follows:

     “ “ Yield Rate ” for any Settlement Period for any Ownership Interest means:

     (i) to the extent the Purchase or the maintenance of such Ownership Interest is funded other than through the issuance of Commercial Paper Notes, a rate equal to the Alternative Rate for such Settlement Period, and

     (ii) to the extent the Purchase or maintenance of such Ownership Interest is funded through the issuance of Commercial Paper Notes, a rate equal to the CP Rate, as applicable, for such Settlement Period;

      provided , however, that from and after the occurrence and during the continuation of an Early Amortization Event, the Yield Rate for all Ownership Interests shall, if so declared by the Agent pursuant to Section 9.02, be equal to the Base Rate plus 2% per annum.”

          2.11 Article II is amended by adding the following new Section 2.06 thereto:

     “Section 2.06 Commitment of Committed Purchasers that are also Conduit Purchasers . Notwithstanding anything herein to the contrary, any Committed Purchaser that is also a Conduit Purchaser shall not be obligated to make any Purchase hereunder unless such Committed Purchaser is able to obtain funding, liquidity or credit enhancement for such Purchase from a Conduit Funding Source pursuant to the applicable Conduit Funding Agreements. Prior to the Termination Date, each Committed Purchaser that is also a Conduit Purchaser shall take commercially reasonable efforts to, in accordance with its customary business practices and rating agency requirements, maintain a committed liquidity line or a similar committed funding source from a Conduit Funding Source in respect of, and in an amount at least equal to, its obligation to make Incremental Purchases hereunder.”

          2.12 Section 4.04 is hereby amended by adding the following after the words “Settlement Period” in clause (i) thereof:

     “or, with respect to Gotham, any reduction to Gotham’s Investment on any day other than a day that a funding tranche or funding tranches (with respect to such Investment and its Commercial Paper or its Conduit Funding Sources, as applicable) in an amount equal to or greater than the amount of such reduction are scheduled to mature”.

          2.13 The following new Section 4.05 is added:

     “Section 4.05. Gotham’s Funding Tranches . Gotham agrees to consult with the Servicer with respect to Gotham’s selection of funding tranches from time to time during the term hereof, with respect to its Commercial Paper and its Conduit Funding Sources, used to fund or maintain its Investment.”

          2.14 Clause (g) of Section 8.07 is amended in its entirety to read as follows:

     “(g) The long-term senior unsecured debt rating of AGCO is below “BB-” by S&P or below “Ba3” by Moody’s or either such rating is withdrawn.”

          2.15 Section 8.08 is amended by (a) adding the phrase “with the consent of the Majority Purchasers” immediately after the phrase “designated by the Agent” in the first sentence thereof and (b) adding the phrase “with the consent of the Majority Purchasers” immediately after the first occurrence of the words “the Agent” in the second sentence thereof.

          2.16 Clause (h)(iv) of Section 9.01 is amended in its entirety to read as follows:

     “(iv) the average Default Ratio for the three most recently ended calendar months (including the calendar month ending on such day), shall exceed 3.0%”.

          2.17 The second sentence of Section 11.03 is amended in its entirety to read as follows:

     “Rabobank, each Administrator and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Seller, any of its Affiliates and any Person who may do business with or own securities of the Seller or any such Affiliate, all as if Rabobank, each Administrator and their respective Affiliates, as applicable, were not the Agent or an Administrator or acting in any other capacity under any Transaction Document or Conduit Funding Agreement, and without any duty to account therefor to the Purchasers.”

          2.18 Section 11.05 is amended in its entirety to read as follows:

     “Section 11.05 Indemnification . The Bank of Tokyo-Mitsubishi Trust Company, in the case of Gotham’s Related Group, and the Committed Purchasers, in the case of all other Related Groups, agree to indemnify the Agent and its directors, officers and employees (to the extent not reimbursed by the Seller), ratably in proportion to the respective Commitments of their applicable Related Group, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, any of the other Transaction Documents or the transactions contemplated hereby or thereby, or any action taken or omitted by the Agent or in any such capacity under this Agreement or any of the other Transaction Documents, provided that no such indemnifying party shall be liable for any portion of such liabilities, obligations, losses,

damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. Without limitation to the foregoing, each such indemnifying party agrees to reimburse the Agent promptly upon demand for such indemnifying party’s Related Group’s ratable share (computed based on the ratio which the Commitment of such Related Group bears to the aggregate of the Commitments hereunder) of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment, waiver or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any of the other Transaction Documents, to the extent that such Agent is not reimbursed for such expenses by the Seller. From and after the occurrence of the Termination Date, the indemnification obligations of each such indemnifying party under this Section 11.05 shall be calculated as if the respective Commitments of their Related Group on the day immediately prior to the Termination Date remained in effect.”

          2.19 Clause (i) of the second sentence of Section 12.01(a) is amended in its entirety to read as follows:

     “(i) any member of its Related Group (or, in the case of Gotham, any member of its Related Group and The Bank of Tokyo-Mitsubishi, Ltd.)”.

          2.20 Section 12.01(a) is amended to add the following sentence at the end of such section:

     “The Seller hereby agrees and consents to the complete assignment by Gotham, as Conduit Purchaser, upon prior written notice to the Agent, of 100% of its rights under, interest in, title to and obligations under this Agreement to any one of (A) Bank of Tokyo-Mitsubishi Trust Company, (B) The Bank of Tokyo-Mitsubishi, Ltd. or (C) any commercial paper conduit administered by Bank of Tokyo-Mitsubishi Trust Company or The Bank of Tokyo-Mitsubishi, Ltd., and upon such assignment, (x) the assignee thereunder shall be a party hereto and have the rights and obligations of a Conduit Purchaser hereunder and (y) Gotham, as Conduit Purchaser assignor thereunder, shall relinquish its rights and be released from its obligations under this Agreement and cease to be a party hereto.”

          2.21 Section 12.01(b) is amended to add the following sentence immediately after the first sentence thereof:

     “Gotham, as Committed Purchaser may, without the prior written consent of any Administrator, the Agent, the Seller or AGCO, assign to any one of (A) Bank of Tokyo-Mitsubishi Trust Company, (B) The Bank of Tokyo-Mitsubishi, Ltd. or (C) any commercial paper conduit administered by Bank of Tokyo-Mitsubishi Trust Company or The Bank of Tokyo-Mitsubishi, Ltd., 100% of its rights and obligations under this Agreement (including, without limitation, 100% of its Commitment and the Ownership Interests owned by it); provided, however , that (i) the parties to such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment Agreement together with a processing

and recordation fee of $2,000 or such lesser amount as shall be approved by the Agent, (ii) the parties to each such Assignment Agreement shall have agreed to reimburse the Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent) incurred by the Agent in connection with such assignment and (iii) the assignee shall execute and deliver to the Seller and the Agent an Investment Letter substantially in the form of Exhibit C . For avoidance of doubt, it is understood and agreed that any subsequent assignments by any such assignee shall be subject to the terms of this Agreement.”

          2.22 Section 13.01(b) is amended in its entirety to read as follows:

     “(b) No provision of this Agreement may be amended, supplemented, modified or waived except pursuant to a written agreement executed and delivered by the Seller, the Servicer, the Agent, each Administrator and the Majority Purchasers; provided , however , that no such amendment, supplement, modification or waiver shall without the written consent of each affected Purchaser, (A) extend the Commitment Termination Date or the date of any payment or deposit of Collections by the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield (or any component thereof), (C) reduce any fee payable to any Administrator for the benefit of the Purchasers in its Related Group, (D) except pursuant to Article XII hereof, change the amount of the Investment of any Purchaser, any Committed Purchaser’s Pro Rata Share or any Committed Purchaser’s Commitment, or create, with respect to any Committed Purchaser in any Related Group, any obligation for such Committed Purchaser to make any purchase allocable to another Related Group, (E) amend, modify or waive any provision of the definition of Majority Purchasers or this Section 13.01(b) , (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “ Eligible Receivable ” or “ Credit Enhancement ”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses.

     Any amendment, supplement, modification or waiver made in accordance with this Section 13.01 shall apply to each of the Purchasers equally and shall be binding upon the Seller, the Servicer, the Purchasers, each Administrator and the Agent. Notwithstanding anything herein to the contrary, no amendment to this Agreement shall become effective unless and until each rating agency then rating any of the Commercial Paper Notes of Nieuw Amsterdam Receivables Corporation confirms that such amendment will not result in the reduction, withdrawal or suspension of the then current rating of such Commercial Paper Notes.”

          2.23 Section 13.06(b) is hereby amended by adding the following sentence to the end of such Section:

     “For the avoidance of doubt, this Section 13.06(b) shall apply to each Conduit Purchaser acting in any capacity (including, without limitation, as a Committed Purchaser, if applicable) hereunder and under the other Transaction Documents.”

          2.24 Each reference to “NARCO” in the Receivables Purchase Agreement and each other Transaction Document shall be replaced with a reference to “Nieuw Amsterdam”.

          SECTION 3. Extension of Commitment Termination Date . The Commitment Termination Date is hereby extended to July 30, 2002.

          SECTION 4. Conditions Precedent . This Amendment shall become effective as of the date (the “ Effective Date ”) which is the later to occur of (i) August 17, 2001 and (ii) the date on which each of the following conditions precedent shall have been satisfied:

     (a) the Agent shall have received a copy of this Amendment duly executed by each of the parties hereto;

     (b) BTMT shall have received a fee letter (in form and substance satisfactory to BTMT) duly executed by the Seller;

     (c) In accordance with Section 1(e), Nieuw Amsterdam shall have received an amount equal to the Assignment Price in immediately available funds from BTMT;

     (d) each Conduit Purchaser shall have received written confirmation from each applicable rating agency that this Amendment will not adversely affect the rating of the commercial paper notes issued by such Conduit Purchaser;

     (e) the Agent shall have received legal opinions from counsel to the Seller and AGCO in the respective forms attached hereto; and

     (f) each of the Agent and the Seller shall have received letters substantially in the form of Exhibit C to the Receivables Purchase Agreement, duly executed by Gotham and BTMT, together with those documents (if any) required to be delivered pursuant to Section 10.03(e) of the Receivables Purchase Agreement.

          SECTION 5. Covenants, Representations and Warranties of the Seller .

          5.1 Upon the effectiveness of this Amendment, (i) each of the Seller and the Servicer hereby reaffirms all covenants, representations and warranties made by it in the Receivables Purchase Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment and (ii) AGCO hereby reaffirms all covenants, representations and warranties made by it in the Originator Sale Agreement and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment.

          5.2 Each of the Seller and the Servicer hereby represents and warrants that (i) this Amendment constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (ii) upon the effectiveness of this Amendment, no event or circumstance has occurred and is continuing which constitutes an Early Amortization

Event or which, with the giving of notice of the lapse of time, or both, would constitute an Early Amortization Event.

          5.3 Gotham hereby makes (with respect to itself only) the representations and warranties set forth in Section 5.03 of the Receivables Purchase Agreement.

          SECTION 6. Reference to and Effect on the Receivables Purchase Agreement .

          6.1 Upon the effectiveness of this Amendment, each reference in the Receivables Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Receivables Purchase Agreement as amended hereby, and each reference to the Receivables Purchase Agreement in any other document, instrument and agreement executed and/or delivered in connection with the Receivables Purchase Agreement shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

          6.2 Except as specifically amended hereby, the Receivables Purchase Agreement, the other Transaction Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

          6.3 Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser, any Administrator or the Agent under the Receivables Purchase Agreement, the Transaction Documents or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

          SECTION 7. Costs and Expenses . Notwithstanding the provisions of Section 10.04 of the Receivables Purchase Agreement or any of the other Transaction Documents to the contrary, neither Seller nor Originator shall be responsible for any of the costs and expenses of negotiation, preparation, execution and delivery of this Amendment and the other instruments, documents and agreements to be delivered on or prior to the Effective Date (including, without limitation, the fees and expenses of any rating agency), and Agent shall reimburse Seller and Originator for any out-of-pocket legal fees and expenses reasonably incurred by them in connection with same.

          SECTION 8. Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK.

          SECTION 9. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of a signature page hereto by facsimile shall be deemed as effective as delivery of an original executed signature page hereto.

          SECTION 10. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first written above.

SCHEDULE I

NOTICE ADDRESSES FOR NEW RELATED GROUP

Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas
New York, NY 10020
Attention: Securitization Group
Fax: 212/782-6998

Gotham Funding Corporation
c/o Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas
New York, NY 10020
Attention: Securitization Group
Fax: 212/782-6998

AMENDMENT NO. 3

Dated as of May 2, 2005

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of January 27, 2000

          THIS AMENDMENT NO. 3, dated as of May 2, 2005 (this “Amendment”), is entered into by and among AGCO FUNDING CORPORATION, as seller (the “Seller”), AGCO CORPORATION (“AGCO”), as servicer (in such capacity, the “Servicer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION (“Nieuw Amsterdam”), GOTHAM FUNDING CORPORATION (“Gotham”), as a Committed Purchaser, BANK OF TOKYO-MITSUBISHI TRUST COMPANY (“BTMT”), as an Administrator, and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH (“Rabobank International”), as a Committed Purchaser, as an Administrator and as the Agent.

PRELIMINARY STATEMENTS

          A. The Seller, the Servicer, Nieuw Amsterdam, Gotham, BTMT and Rabobank International (as a Committed Purchaser, as an Administrator and as the Agent) are parties to that certain Receivables Purchase Agreement, dated as of January 27, 2000 (as amended prior to the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Receivables Purchase Agreement.

          B. The parties hereto have agreed to amend the Receivables Purchase Agreement on the terms and conditions hereinafter set forth.

          NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Amendments . Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Receivables Purchase Agreement is hereby amended as follows:

          1.01. Section 1.01 is hereby amended by adding the following definitions in their proper alphabetical sequence:

               “ AGCO Finance ” means AGCO Finance LLC, a Delaware limited liability company.

               “ AGCO Finance Purchase Agreement ” means the Receivables Purchase Agreement, dated as of May 2, 2005, among the Purchasers, the Seller, AGCO and AGCO Finance, as the same may be amended, restated, supplemented or otherwise modified from time to time.

               “ AGCO Receivable ” means a Dealer Receivable arising in connection with the sale of whole goods inventory comprised of a product line other than the Challenger product line.

               “ Challenger New Equipment Receivables Percentage ” means, at any time, the aggregate Outstanding Balance of the Challenger Receivables which arose from the sale of new equipment, expressed as a percentage of the aggregate Outstanding Balance of all Challenger Receivables.

               “ Challenger Planned Dilution ” means, with respect to any calendar month, the aggregate amount of reserves accrued on the accounting books of the Originator and the Seller with respect to program discounts expected to be taken by the Dealers with respect to Challenger Receivables at the time of settlement, as calculated by the Servicer on the last day of the immediately preceding calendar month in accordance with the accounting practices of the Originator as in effect on the date hereof.

               “ Challenger Planned Dilution Ratio ” means, with respect to any calendar month, the greater of (a) 10% and (b) the percentage equivalent of a fraction, the numerator of which is equal to the aggregate Challenger Planned Dilution for such calendar month, and the denominator of which is equal to the aggregate Outstanding Balance of the Challenger Receivables which arose from the sale of new equipment as of the last day of the immediately preceding calendar month.

               “ Challenger Receivable ” means a Dealer Receivable arising in connection with the sale of whole goods inventory comprised of the Challenger product line.

               “ Collection Proceeding ” means, with respect to any Obligor, any legal collection, replevin or injunctive action initiated or commenced by the Servicer, the Originator, Seller, the Agent, any Purchaser or AGCO Finance taken to enforce any obligation (including, without limitation, any Dealer Receivable) owed by such Obligor to the Servicer, the Originator, the Seller, any Purchaser or AGCO Finance.

               “ Conveyance Notice ” means each notice delivered to the Agent and the Seller by AGCO Finance or the Servicer with respect to the purchase by AGCO Finance of the Ownership Interest of the Purchasers and the Retained Interest in Dealer Receivables.

               “ Conveyance Price ” means, with respect to a Conveyed Receivable, the aggregate purchase price paid by AGCO Finance to the Purchasers and the Seller for such Conveyed Receivable pursuant to the AGCO Finance Purchase Agreement.

               “ Conveyed Receivable ” means a Dealer Receivable with respect to which the Ownership Interest of the Purchasers and the Retained Interest have been purchased by AGCO Finance in accordance with the provisions of the AGCO Finance Purchase Agreement.

               “ Intercreditor Agreement ” means the Amended and Restated Intercreditor Agreement, dated as of May 2, 2005, among Rabobank, in its capacities as Agent and as administrative agent under the “Servicer Credit Facility” (as such term is defined in the Servicing Agreement), AGCO Finance and AGCO, in its capacity as Servicer, as the same may be amended, restated, supplemented or otherwise modified from time to time.

               “ Pooled CP Rate ” mean, for each day with respect to any Ownership Interest (or portion thereof) held by Gotham as to which the Pooled CP Rate is applicable, the sum of (i) discount or yield accrued (including, without limitation, any associated with financing the discount or interest component on the roll-over of any Pooled Commercial Paper) on its Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of its placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs (including without limitation those associated with funding small or odd-lot amounts) with respect to all receivable purchase, credit and other investment facilities which are funded by the applicable Pooled Commercial Paper for such day. The Pooled CP Rate shall be determined by the Administrator for Gotham, whose determination shall be conclusive.

               “ Pooled Commercial Paper ” means Commercial Paper Notes of Gotham which are subject to any particular pooling arrangement, as determined by the Administrator for Gotham (it being recognized that there may be more than one distinct groups of Pooled Commercial Paper at any time).

               “ Purchase Termination Event ” has the meaning specified in the AGCO Finance Purchase Agreement.

               “ Retained Interest ” means, at any time, the Seller’s undivided percentage ownership interest (computed as set forth below) in (i) each Dealer Receivable existing at such time, (ii) all Related Security with respect to each such Dealer Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Dealer Receivable. Each such

          undivided percentage ownership interest shall equal, at any time, 100% minus the Ownership Interest at such time.

                    “ Servicing Agreement ” means the Servicing and Support Agreement, dated as of May 2, 2005, between AGCO and AGCO Finance, as the same may be amended, restated, supplemented or otherwise modified from time to time.

               1.02. The definition of “Adverse Claim” in Section 1.01 is hereby amended to read in its entirety as follows:

               “ Adverse Claim ” means a lien, security interest, charge, encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person; provided that the right of AGCO Finance to Purchase any Dealer Receivable under the AGCO Finance Purchase Agreement shall not be construed as an Adverse Claim hereunder.

               1.03. The definition “Collections” in Section 1.01 is hereby amended to read in its entirety as follows:

               “ Collections ” means, with respect to any Dealer Receivable, all cash collections and other cash proceeds in respect of such Dealer Receivable, including, without limitation, all yield, finance charges or other related amounts accruing in respect thereof, all cash proceeds of Related Security with respect to such Dealer Receivable, all Deemed Collections with respect to such Dealer Receivable and any Conveyance Price paid in immediately available funds with respect to such Dealer Receivables. Without limiting the generality of the foregoing,it is understood and agreed that Collections shall include all amounts received (including insurance proceeds, if any) with respect to Dealer Receivables which have previously become Defaulted Receivables or Charged-Off Receivables.

               1.04. The definition “CP Rate” in Section 1.01 is hereby amended to read in its entirety as follows:

               “ CP Rate ” means (a) with respect to Gotham for any period, (I) unless the Administrator for Gotham has determined that the Pooled CP Rate shall be applicable, a rate per annum equal to the rate per annum calculated by the Administrator for Gotham to reflect Gotham’s cost of funding the applicable Ownership Interest, taking into account the weighted daily average interest rate payable in respect of the Commercial Paper Notes issued by Gotham during such period (determined in the case of discount Commercial Paper Notes by converting the discount to an interest bearing equivalent rate per annum), applicable placement fees and commissions, and such other costs and expenses as the Administrator for

Gotham in good faith deems appropriate; and (II) to the extent the Administrator for Gotham has determined that the Pooled CP Rate shall be applicable, the Pooled CP Rate; and (b) with respect to any other Conduit Purchaser for any period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by such Conduit Purchaser from time to time as interest on Commercial Paper Notes (by means of interest rate hedges or otherwise and taking into consideration any incremental carrying costs associated with Commercial Paper Notes issued by such Conduit Purchaser maturing on dates other than those certain dates on which such Conduit Purchaser is to receive funds) in respect of Commercial Paper Notes issued by such Conduit Purchaser that are allocated, in whole or in part, by the related Administrator (on behalf of such Conduit Purchaser) to fund or maintain the Investment of such Conduit Purchaser during such period, as determined by the related Administrator (on behalf of such Conduit Purchaser) and reported to the Seller and the Servicer, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such Commercial Paper Notes, to the extent such commissions are reasonably allocated, in whole or in part, to such Commercial Paper Notes by the related Administrator (on behalf of such Conduit Purchaser) and (ii) other borrowings by such Conduit Purchaser, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided that if any component of such rate is a discount rate, in calculating the CP Rate the related Administrator shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum; and provided further that any Conduit Purchaser which becomes a party hereto pursuant to Section 12.02 may specify a different “CP R