AMENDMENT NO. 2
Dated as of April 14, 2004
RECEIVABLES PURCHASE AGREEMENT
Dated as of January 27, 2000
THIS AMENDMENT NO. 2, dated as of April 14, 2004 (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 COOPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW
YORK BRANCH ("Rabobank International"), as a Committed Purchaser, as an Administrator and as the Agent.
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. The definition "Credit Enhancement" in Section 1.01 is hereby amended to read in its entirety as follows:
"Credit Enhancement" means, as of any date of determination, the product of (a) the Net Eligible Receivables
Balance, times (b) the greater of (i) the Dynamic Reserve Percentag