AMENDMENT NO. 2
Dated as of July 26, 2004
RECEIVABLES PURCHASE AGREEMENT
Dated as of June 26, 2001
THIS AMENDMENT NO. 2, dated as of July 26, 2004 (this “Amendment”), is entered into by and
among AGCO CANADA, LTD., as seller (the “Seller”), AGCO CORPORATION (“AGCO”), as servicer (in
such capacity, the “Servicer”), NIEUW AMSTERDAM RECEIVABLES CORPORATION (“Nieuw
Amsterdam”) and COÖPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
(“Rabobank International”), as an Administrator and as the Agent and Custodian.
A. The Seller, the Servicer, Nieuw Amsterdam and Rabobank International (as an Administrator and as
the Agent and Custodian) are parties to that certain Receivables Purchase Agreement, dated as of June 26, 2001
(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. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 2
below, clauses (iv) and (v) of Section 10.01(h) of the Receivables Purchase Agreement are hereby amended
effective as of June 30, 2004 to read in their entirety as follows:
(iv) (1) at any time from and including June 30, 2004 to but excluding January 1, 2005, the average of the
Default Ratios for the three most recently ended calendar months shall exceed 6% or (2) at any time on or
after January 1, 2005, the average of the Default Ratios for the three most recently ended calendar months