EX-10.22






Exhibit
10.22



	 	 	 	 	 



AMENDMENT NO. 2




Dated as of July 26, 2004




to




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.




PRELIMINARY STATEMENTS




          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
shall exceed 3%, or (v) (1) at any time from and including June 30, 2004 to but
excluding January 1, 2005,



   









 






the Default Ratio shall exceed 7.5% or (2) at any time on or after January 1, 2005,
the Default Ratio shall exceed 5%;



          SECTION 2. Condition Precedent. This Amendment shall become effective as of
the date (the “Effective Date”) on which Rabobank International shall have received a copy of
this Amendment duly executed by each of the parties hereto.




          SECTION 3. Covenants, Representations and Warranties of the Seller.




          3.01. Upon the effectiveness of this Amendment, each of the Seller and
the Servicer hereby reaffirms all covenants, representations and warranties made by it in
the Receivables Purchase Agreement, as further amended by this Amendment, and agrees
that all such covenants, representations and warranties shall be deemed to have been
remade as of the Effective Date.




          3.02. 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.




          SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.




          4.01. 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.




          4.02. 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.




          4.03. 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 the Purchaser, the 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.




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          SECTION 5. Costs and Expenses. The Seller shall pay to the Agent, the Administrator
and the Purchaser on demand all reasonable costs and out-of-pocket expenses in connection with the
preparation, execution, delivery and administration of this Amendment, the transactions
contemplated hereby and the other documents to be delivered hereunder, including without
limitation, (i) rating agency fees incurred by the Administrator or the Conduit Purchaser in
connection with the transactions contemplated hereby, and (ii) reasonable fees and out-of-pocket
expenses of legal counsel for the Agent, the Administrator and the Purchaser with respect thereto.




          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO, CANADA.




          SECTION 7. 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 8. 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]




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          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.




	 	 	 	 	 
	 	AGCO CANADA, LTD

 	 
	 	By:  	/s/ David K Williams
 	 
	 	 	Name:  	David K Williams 	 
	 	 	Title:  	President 	 
	 
	 	AGCO CORPORATION

 	 
	 	By:  	/s/ David K Williams
 	 
	 	 	Name:  	David K Williams 	 
	 	 	Title:  	VP-Treasurer 	 
	 
	 	COÖPERATIVE CENTRALE RAIFFEISEN-

BOERENLEENBANK B.A., “RABOBANK

INTERNATIONAL”, NEW YORK BRANCH,

as an Administrator and as the Agent and Custodian

 	 
	 	By:  	/s/ James Han
 	 
	 	 	Name:  	James Han 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                      /s/ Brett Delfino
 	 
	 	 	Name:  	Brett Delfino 	 
	 	 	Title:  	Executive Director 	 
	 
	 	NIEUW AMSTERDAM RECEIVABLES

CORPORATION, as a Purchaser

 	 
	 	By:  	/s/ Matthew Dorr
 	 
	 	 	Name:  	Matthew Dorr 	 
	 	 	Title:  	Vice President 	 



S-1 









 






	 	 	 	 	 



AMENDMENT NO. 3




Dated as of February 16, 2005




to




RECEIVABLES PURCHASE AGREEMENT




Dated as of June 26, 2001




          THIS AMENDMENT NO. 3, dated as of February 16, 2005 (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.




PRELIMINARY STATEMENTS




          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 to read in their entirety as follows:






     “(iv) at any time from and including January 1, 2005 to but excluding May 1,
2005, the average of the Default Ratios for the three most recently ended calendar
months shall exceed 6%, or (v) at any time from and including January 1, 2005 to
but excluding May 1, 2005, the Default Ratio shall exceed 7.5%;”



   









 





          SECTION 2. Condition Precedent. This Amendment shall become effective as of
the date (the “Effective Date”) on which Rabobank International shall have received a copy of
this Amendment duly executed by each of the parties hereto.




          SECTION 3. Covenants, Representations and Warranties of the Seller.




          3.01. Upon the effectiveness of this Amendment, each of the Seller and
the Servicer hereby reaffirms all covenants, representations and warranties made by it in
the Receivables Purchase Agreement, as further amended by this Amendment, and agrees
that all such covenants, representations and warranties shall be deemed to have been
remade as of the Effective Date.




          3.02. 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.




          SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.




          4.01. 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.




          4.02. 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.




          4.03. 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 the Purchaser, the 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 5. Costs and Expenses. The Seller shall pay to the Agent, the Administrator
and the Purchaser on demand all reasonable costs and out-of-pocket expenses in connection with the
preparation, execution, delivery and administration of





 2 









 







this Amendment, the transactions contemplated hereby and the other documents to be delivered
hereunder, including without limitation, (i) rating agency fees incurred by the Administrator or
the Conduit Purchaser in connection with the transactions contemplated hereby, and (ii) reasonable
fees and out-of-pocket expenses of legal counsel for the Agent, the Administrator and the Purchaser
with respect thereto.




          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE PROVINCE OF ONTARIO, CANADA.




          SECTION 7. 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 8. 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]




 3 









 





          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.




	 	 	 	 	 
	 	AGCO CANADA, LTD

 	 
	 	By:  	/s/ David Williams
 	 
	 	 	Name:  	David Williams 	 
	 	 	Title:  	VP-Treasurer 	 
	 
	 	AGCO CORPORATION

 	 
	 	By:  	/s/ David Williams
 	 
	 	 	Name:  	David Williams 	 
	 	 	Title:  	VP-Treasurer 	 
	 
	 	COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., “RABOBANK 
INTERNATIONAL”, NEW YORK BRANCH,
 as an Administrator and as the Agent and Custodian

 	 
	 	By:  	/s/ Brett Defind
 	 
	 	 	Name:  	Brett Defind 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	           /s/ Jacquellne L. Arambulo
 	 
	 	 	Name:  Jacquellne L. Arambulo 	 
	 	 	Title:  	Vice President 	 
	 
	 	NIEUW AMSTERDAM RECEIVABLES

CORPORATION, as a Purchaser

 	 
	 	By:  	/s/ Matthew Dorr
 	 
	 	 	Name:  Matthew Dorr	 
	 	 	Title:  	Vice President 	 
	 




 S-1 











 





AMENDMENT NO. 4




Dated as of May 2, 2005




to




RECEIVABLES PURCHASE AGREEMENT




Dated as of June 26, 2001




          THIS AMENDMENT NO. 4, dated as of May 2, 2005 (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.




PRELIMINARY STATEMENTS




          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. 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 Canada, Ltd., a Saskatchewan
corporation.




     “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.




     “AGCO Variable Dilution Ratio” means, with respect to any calendar
month, a percentage equal to the Dilution Ratio for such calendar month
minus the Planned Dilution Ratio for such calendar month; provided,
that if the result is less than zero, the AGCO Variable Dilution Ratio shall be
zero.




     “Challenger Dilution” means, at any time, the amount of any reduction
in the outstanding balance of a Challenger Receivable as a result of any setoff,
dispute, discount, rebate, return, netting, adjustment or any other reason other
than (i) payment in cash of such outstanding balance by the Obligor, (ii) credit
for a trade-in of used equipment or a return of equipment, to the extent such
credit simultaneously gave rise to a new Challenger Receivable in respect of such
equipment having an original Outstanding Balance equal to or greater than the
amount of such reduction or (iii) such Challenger Receivable having become a
Charged-Off Receivable.




     “Challenger Dilution Ratio” means, at any time, the percentage
equivalent of a fraction, the numerator of which is equal to the aggregate amount
of Challenger Dilutions which occurred during the calendar month then most recently
ended, and the denominator of which is equal to Collections received with respect
to of Challenger Receivables during such calendar month. For purposes of this
definition, Challenger Dilutions and Collections shall be deemed to include amounts
related to the indebtedness and other obligations (other than a sale of individual
parts) arising in connection with the sale by the Seller of whole goods inventory
comprised of the Challenger product line to a United States Dealer pursuant to a
Dealer Agreement to the extent serviced by the Servicer, notwithstanding the fact
that such indebtedness and other obligations have not been sold, transferred or
otherwise conveyed to the Seller.




     “Challenger Planned Dilution” means, with respect to any calendar
month, the aggregate amount of reserves accrued on the accounting books of 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 Seller as in effect on the date hereof.



2









 






     “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 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.




     “Challenger Variable Dilution Ratio” means, with respect to any
calendar month, a percentage equal to the Challenger Dilution Ratio for such
calendar month minus the Challenger Planned Dilution Ratio for such
calendar month; provided, that if the result is less than zero, the
Challenger Variable Dilution Ratio shall be zero.




     “Collection Proceeding” means, with respect to any Obligor, any legal
collection, replevin or injunctive action initiated or commenced by or at the
request of AGCO Finance taken to enforce any obligation owed by such Obligor to
AGCO Finance on account of a Conveyed Receivable.




     “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, as Agent, Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as
administrative agent under the “Servicer Credit Facility” (as such term is defined
in the Servicing Agreement), Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
“Rabobank Nederland”, Canadian Branch, as Canadian administrative agent under the
“Servicer Credit Facility” (as such term is defined in the Servicing Agreement),
AGCO Finance and AGCO, in its capacity as



3









 







Servicer, as the same may be amended, restated, supplemented or otherwise
modified from time to 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 “Carrying Cost Reserve Percentage” in Section 1.01 is hereby amended to
read in its entirety as follows:





     “Carrying Cost Reserve Percentage” means, at any time, a percentage
equal to:




     1.5 * (3 Month LIBOR + 3.0%) * DSO/365



          where




	 	 	 	 	 	 	 
	 

	 	3 Month LIBOR
	 	=
	 	LIBOR for an assumed
Settlement Period of three months commencing on the immediately
preceding Payment Date.
	 
	 	 	 	 	 	 
	 

	 	DSO
	 	=
	 	The product of (i) 270, times (ii) a
fraction, the numerator of which is equal to the aggregate
Outstanding Balance of all Dealer Receivables as of the last day of
the calendar month most recently ended on






4









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	or prior to the date of determination, and the
denominator of which is equal to the aggregate
Outstanding Balance of all Dealer Receivables
arising during the nine calendar month period
then most recently ended on or prior to such
date.






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





     “Collection Account” means the account maintained in the name of the
Seller at the Collection Account Bank having the account no. 0002-1400-281, or any
new collection account established pursuant to Section 4.07.



          1.05. The definition “Collection Account Bank” in Section 1.01 is hereby amended to read in
its entirety as follows:





     “Collection Account Bank” means Bank of Montreal or, if the Seller
establishes any new Collection Account pursuant to Section 4.07, the
Eligible Bank at which such account is established.



          1.06. 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 Sales Taxes 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, any
Conveyance Price paid in immediately available funds with respect to such Dealer
Receivables and any other amounts which are stated herein to be applied as
Collections, but for greater certainty, not including any collections of Finance
Charges. 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.



          1.07. The definition “Dealer Agreement” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “Dealer Agreement” means an agreement between the Seller and another
Person that has agreed to act as a dealer for equipment manufactured or distributed
by the Seller including, without limitation, any “Dealer Sales and Service
Agreement” in substantially the form attached hereto as Exhibit F or any
substantially similar agreement, howsoever denominated or, with respect to a
Challenger Receivable, any



5









 







“Challenger® Dealer Sales and Service Agreement” in substantially the form
attached hereto as Exhibit J or any substantially similar agreement,
howsoever denominated.



          1.08. The definition “Dealer Receivable” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “Dealer Receivable” means the indebtedness and other obligations owed
to the Seller (without giving effect to any transfer or conveyance hereunder) or in
which the Seller has a security interest or other interest, whether constituting an
account, chattel paper, instrument or general intangible, arising in connection
with the sale of farm machinery (other than a sale of individual parts) to a
Canadian Dealer pursuant to a Dealer Agreement and includes, without limitation,
the obligation to pay any Sale Taxes or similar charges with respect thereto, but
excluding any obligation to pay Finance Charges. Indebtedness and other rights and
obligations arising from any one transaction, including, without limitation,
indebtedness and other rights and obligations represented by an individual invoice,
shall constitute a Dealer Receivable separate from a Dealer Receivable consisting
of the indebtedness and other rights and obligations arising from any other
transaction. Notwithstanding any provision of this Agreement to the contrary,
Dealer Receivables do not include Conveyed Receivables.



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





     “Dilution” means, at any time, the amount of any reduction in the
outstanding balance of an AGCO Receivable as a result of any setoff, dispute,
discount, rebate, return, netting, adjustment or any other reason other than (i)
payment in cash of such outstanding balance by the Obligor, (ii) credit for a
trade-in of used equipment or a return of equipment, to the extent such credit
simultaneously gave rise to a new AGCO Receivable in respect of such equipment
having an original Outstanding Balance equal to or greater than the amount of such
reduction or (iii) such AGCO Receivable having become a Charged-Off Receivable.



          1.10. The definition “Dilution Ratio” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “Dilution Ratio” means, at any time, the percentage equivalent of a
fraction, the numerator of which is equal to the aggregate amount of Dilutions
which occurred during the calendar month then most recently ended, and the
denominator of which is equal to Collections received with respect to of AGCO
Receivables during such calendar month; provided, that for purposes of this
definition, Dilutions shall be calculated with respect to AGCO Receivables and,
without duplication, Conveyed



6









 







Receivables and Collections shall not include the Conveyance Price, if any,
paid with respect to any Conveyed Receivable. For purposes of this definition,
Dilutions and Collections shall be deemed to include amounts related to the
indebtedness and other obligations (other than a sale of individual parts) arising
in connection with the sale by the Seller of whole goods inventory (except to the
extent comprised of the Challenger product line) to a United States Dealer pursuant
to a Dealer Agreement to the extent serviced by the Servicer, notwithstanding the
fact that such indebtedness and other obligations have not been sold, transferred
or otherwise conveyed to the Seller.



          1.11. Paragraphs (c), (k) and (l) of the definition “Eligible Receivable” in Section 1.01 are
hereby amended to read in their entirety as follows:





     (c) such Dealer Receivable arises under a Dealer Agreement substantially in
the form attached hereto as Exhibit F (in the case AGCO Receivables) or Exhibit J
(in the case of Challenger Receivables) (or, in either case, in such other form as
shall have been approved in writing by the Agent, such approval not to be
unreasonably withheld), which, together with such Dealer Receivable, is in full
force and effect and has not been terminated and constitutes the legal, valid and
binding obligation of the related Obligor enforceable against such Obligor in
accordance with its terms subject to no offset, counterclaim or other defense or
contingency; provided, that Challenger Receivables shall not exceed 25% of
the aggregate Outstanding Balance of all Dealer Receivables;




     (k) such Dealer Receivable is required to be paid in full, in the case of an
AGCO Receivable, within twenty-four (24) months of the date such Dealer Receivable
arises or, in the case of a Challenger Receivable (other than a Challenger
Receivable arising in connection with the sale of hay-handling Equipment), within
six (6) months of the date such Dealer Receivable arises;




     (l) in the case of a Challenger Receivable arising in connection with the
sale of hay-handling Equipment, such Challenger Receivable has a remaining term of
six (6) months or less from such time;



          1.12. The definition “Eligible Receivable” in Section 1.01 is hereby further amended by
deleting the word “and” at the end of paragraph (s), relettering paragraph (t) as paragraph (v) and
adding new paragraphs (t) and (u) as follows:





     (t) such Dealer Receivable is not accruing interest on the Outstanding Balance
thereof;




     (u) the Obligor of such Dealer Receivable is not subject to any Collection
Proceeding; and



7









 





          1.13. The definition “Net Eligible Receivables Balance” in Section 1.01 is hereby amended to
read in its entirety as follows:





     “Net Eligible Receivables Balance” means, at any time, an amount equal
to (a) the Eligible Receivables Balance minus (b) the sum of (1) the
product of (x) the Planned Dilution Ratio, times (y) a fraction, the
numerator of which is the aggregate Outstanding Balance the AGCO Receivables (other
than AGCO Receivables that are accruing interest at that time and have not been
purchased by AGCO Finance pursuant to the AGCO Finance Purchase Agreement) and the
denominator of which is the aggregate Outstanding Balance of all Dealer Receivables
(other than AGCO Receivables that are accruing interest at that time and have not
been purchased by AGCO Finance pursuant to the AGCO Finance Purchase Agreement),
times (z) the Eligible Receivables Balance, plus (2) the product of
(x) the Challenger Planned Dilution Ratio, times (y) a fraction, the
numerator of which is the aggregate Outstanding Balance the Challenger Receivables
and the denominator of which is the aggregate Outstanding Balance of all Dealer
Receivables (other than AGCO Receivables that are accruing interest at that time
and have not been purchased by AGCO Finance pursuant to the AGCO Finance Purchase
Agreement), times (z) the Eligible Receivables Balance.



          1.14. The definition “New Equipment Receivables Percentage” in Section 1.01 is hereby deleted
in its entirety.




          1.15. The definition “Ownership Interest” in Section 1.01 is hereby amended by adding the
following sentence to the end thereof:





The Purchasers shall not have an Ownership Interest in any Conveyed Receivable.



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





     “Payment Rate” means, at any time, the percentage equivalent of a
fraction, the numerator of which is equal to the sum of (i) the original
Outstanding Balance of all Dealer Receivables (other than AGCO Receivables with
respect to which interest was accruing but were not purchased by AGCO Finance
pursuant to the AGCO Purchase Agreement) for which the final payment of principal
owing by the Obligor was made in the immediately preceding calendar month
plus (ii) the Conveyance Price paid by AGCO Finance in the immediately
preceding calendar month, and the denominator of which is equal to the aggregate
Outstanding Balance of all Dealer Receivables (other than AGCO Receivables with
respect to which interest was accruing but were not purchased by AGCO Finance
pursuant to the AGCO Purchase Agreement) as of the last day of the second preceding
calendar month.



8









 





          1.17. The definition “Planned Dilution” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “Planned Dilution” means, with respect to any calendar month, the
aggregate amount of reserves accrued on the accounting books of the Seller with
respect to program discounts expected to be taken by the Dealers with respect to
AGCO 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 Seller as in effect on the date hereof.



          1.18. The definition “Planned Dilution Amount” in Section 1.01 is hereby amended to read in
its entirety as follows:





     “Planned Dilution Amount” means an amount, determined as of the
Business Day immediately preceding the Termination Date, equal to the sum of (a)
the sum of (x) the Challenger Planned Dilution plus (y) the Planned
Dilution, in each case, for the calendar month then most recently ended
plus (b) the product of (i) the Variable Dilution Reserve Percentage
times (ii) the Net Eligible Receivables Balance, in each case, as of such
Business Day.



          1.19. The definition “Planned Dilution Ratio” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “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 Planned Dilution for such calendar
month, and the denominator of which is equal to the aggregate Outstanding Balance
of the AGCO Receivables as of the last day of the immediately preceding calendar
month.



          1.20. The last proviso in the definition “Special Concentration Limit” in Section 1.01 is
hereby amended to read in its entirety as follows:





provided further that in no event shall the Special Concentration
Limit of any single Obligor be (i) reduced so that the Dealer Receivables owing
from such single Obligor together with the Dealer Receivables owing from its
Affiliates are required to be less than the Dealer Concentration Limit applicable
to such Obligor or (ii) ) reduced or increased without prior written notice to each
rating agency rating the Commercial Paper Notes of the Purchasers.



          1.21. The definition “Transaction Documents” in Section 1.01 is hereby amended to read in its
entirety as follows:





     “Transaction Documents” means, collectively, this Agreement, each
Purchase Notice, each Joinder Agreement, each Deposit Account



9









 







Agreement, the Fee Letters, each Conveyance Notice, the Intercreditor
Agreement and all other instruments, documents and agreements executed and
delivered in connection herewith.



          1.22. The definition “Variable Dilution Ratio” in Section 1.01 is hereby amended to read in
its entirety as follows:





     “Variable Dilution Ratio” means, with respect to any calendar month,
the percentage equivalent of a fraction, the numerator of which is equal to the sum
of (a) the product of (i) the AGCO Variable Dilution Ratio times (ii)
aggregate Outstanding Balance of all AGCO Receivables as of the last day of such
calendar month, other than AGCO Receivables with respect to which interest was
accruing during such calendar month, plus (b) the product of (i) the
Challenger Variable Dilution Ratio times (ii) aggregate Outstanding Balance
of all Challenger Receivables as of the last day of such calendar month, and the
denominator of which is equal to the aggregate Outstanding Balance of the Dealer
Receivables (other than AGCO Receivables with respect to which interest was
accruing) as of the last day of the immediately preceding calendar month.



          1.23. The definition “Variable Dilution Reserve Percentage” in Section 1.01 is hereby amended
to read in its entirety as follows:





     “Variable Dilution Reserve Percentage” means, at any time, a
percentage equal to the product of (i) 2.0 times, (ii) 1 minus the Loss
Reserve Percentage, times (iii) the highest three month rolling average
Variable Dilution Ratio during the twelve complete calendar month period then most
recently ended.



          1.24. The second sentence of Section 4.02 is hereby amended to read in its entirety as
follows:





In the event any Dilution or Challenger Dilution occurs with respect to a Dealer
Receivable, the Seller shall be deemed to have received a Collection of such Dealer
Receivable in the amount of such Dilution or Challenger Dilution, as the case may
be; provided that no such Collection shall be deemed to have been received
by the Seller unless (i) if such Dilution or Challenger Dilution occurs on or prior
to the Termination Date, the aggregate Ownership Interests exceed 100% after giving
effect to such Dilution or Challenger Dilution, as the case may be, or (ii) if such
Dilution or Challenger Dilution occurs after the Termination Date, the aggregate
amount of Dilution and Challenger Dilution that has occurred with respect to the
Dealer Receivables since the Termination Date exceeds the Planned Dilution Amount.



          1.25. Section 4.07(a) is hereby amended to read in its entirety as follows:



10









 








     (a) The Seller has established, and during the term of this Agreement shall
maintain, the Collection Account. If, at any time, the bank at which the
Collection Account is maintained ceases to be an Eligible Bank, the Seller shall
within 30 days of acquiring knowledge that such bank is no longer an Eligible Bank
establish a new Collection Account with an Eligible Bank reasonably satisfactory to
the Agent and shall transfer any cash and any investments held in the old
Collection Account to such new Collection Account. Prior to establishing any new
Collection Account with an Eligible Bank, the Seller shall obtain from such
Eligible Bank a fully executed Deposit Account Agreement covering such new
Collection Account.



          1.26. Section 6.01 is hereby amended by adding the following new subsection (v) at the end
thereof:





     (v) Payments from AGCO Finance. With respect to the Retained Interest
in each Dealer Receivable transferred to AGCO Finance under the AGCO Finance
Purchase Agreement, the Seller has received reasonably equivalent value from AGCO
Finance in consideration therefor and such transfer was not made for or on account
of an antecedent debt. No transfer by the Seller of any such Retained Interest
under the AGCO Finance Purchase Agreement is or may be voidable under any section
of the Insolvency Statutes (as such term is defined in Section 6.01(u)).



          1.27. Section 8.01(a) is hereby amended by adding the following new paragraphs at the end
thereof:





     (viii) Purchase Termination Events. The occurrence of each Purchase
Termination Event and each event which with the passage of time or the giving of
notice, or both, would be a Purchase Termination Event, by a statement of an
Authorized Officer of the Seller.




     (ix) Amendments to the AGCO Finance Purchase Agreement. At least ten
(10) days prior to the occurrence thereof, provide to the Agent a copy of any
notice to be delivered by the Seller (i) canceling or terminating the AGCO Finance
Purchase Agreement or (ii) giving any consent, directive or approval under the AGCO
Finance Purchase Agreement except as required by applicable law.




     (x) Termination Date. The occurrence of the “Termination Date” under
the AGCO Finance Purchase Agreement.



          1.28. The last sentence of Section 8.01(h) is hereby amended to read in its entirety as
follows:





The Seller shall maintain exclusive ownership, dominion and control (subject to the
terms of this Agreement) of each Lock-Box and Deposit Account and shall not grant
the right to take dominion and control of any



11









 







Lock-Box or Deposit Account at a future time or upon the occurrence of a future
event to any Person, except to the Agent as contemplated by this Agreement and,
subject to the Intercreditor Agreement, to AGCO Finance as contemplated by the AGCO
Finance Purchase Agreement).



          1.29. Sections 8.02(d) and (e) are hereby amended to read in their entirety as follows:





     (d) Sales, Liens. The Seller shall not Transfer (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, or
create or suffer to exist any Adverse Claim upon (including, without limitation,
the filing of any financing statement) or with respect to, any Dealer Receivable,
Related Security or Collections, or upon or with respect to any Contract under
which any Dealer Receivable arises, or any Lock-Box or Deposit Account, or assign
any right to receive income with respect thereto (other than, in each case, the
creation of the interests (i) therein in favour of the Custodian, the Agent and the
Purchasers provided for herein or (ii) in Conveyed Receivables and Related Security
and Collections with respect to Conveyed Receivables in favor of AGCO Finance
pursuant to the AGCO Finance Purchase Agreement), and the Seller shall defend the
right, title and interest of the Custodian, the Agent and the Purchasers in, to and
under any of the foregoing property, against all claims of third parties (other
than any claim of AGCO Finance arising pursuant to the AGCO Finance Purchase
Agreement) claiming through or under the Seller. The Seller shall not create or
suffer to exist any Adverse Claim on any of its inventory, unless an intercreditor
agreement in form and substance satisfactory to the Agent is in force between the
Agent on behalf of the Purchasers and any other Person holding any such Adverse
Claim.




     (e) Merger. The Seller shall not merge or consolidate with or into,
or convey, Transfer, lease or otherwise dispose of (whether in one transaction or
in a series of transactions, and except as otherwise contemplated herein or in the
AGCO Finance Purchase Agreement) all or any material part of its assets (whether
now owned or hereafter acquired) to, or acquire all or any material part of the
assets of, any Person.



          1.30. Section 8.03(b) is hereby amended by adding the following new paragraphs at the end
thereof:





     (iv) Purchase Termination Events. The occurrence of each Purchase
Termination Event and each event which with the passage of time or the giving of
notice, or both, would be a Purchase Termination Event, by a statement of an
Authorized Officer of the Servicer.




     (v) Servicer Default. The occurrence of any “Servicer Event of
Default” under the Servicing Agreement.



12









 





          1.31. Section 9.02(f) is hereby amended to read in its entirety as follows:





     (f) The Servicer shall apply Collections to Dealer Receivables as specified by
the applicable Obligor or, if not so specified, shall take or cause to be taken
such action as may be necessary to determine the Dealer Receivables to which
Collections should apply. Any payment by an Obligor in respect of any Dealer
Receivable that, after the Servicer’s compliance with the obligations set forth in
the immediately preceding sentence, is not applied to a specific Dealer Receivable
shall, subject to the terms of the Intercreditor Agreement and except as otherwise
required by contract or law and unless otherwise instructed by the Agent, be
applied in accordance with the methodology set out in for the application of such
payments in the Credit and Collection Policy.



          1.32. Paragraph (f) of Section 9.07 is hereby amended to read in its entirety as follows:





	 	(f)	 	The Custodian ceases to hold the Pool
Assets as agent and bailee for the Seller and the Purchasers or the
Agent for the benefit of the Purchasers shall cease to have a valid
and perfected first priority ownership interest in the Dealer
Receivables, the Related Security and the Collections with respect
thereto and a valid and perfected security interest in the Deposit
Accounts;





          1.33. Section 9.07 is hereby amended by adding the word “or” at the end of paragraph (j) and
adding a new paragraph (k) as follows:





     (k) The Servicer shall be replaced as “Servicer” under the Servicing
Agreement;



          1.34. Paragraph (f) of Section 10.01 is hereby amended to read in its entirety as follows:





	 	(f)	 	The Custodian ceases to hold the Pool
Assets as agent and bailee for the Seller and the Purchasers or the
Agent for the benefit of the Purchasers shall cease to have a valid
and perfected first priority ownership interest in the Dealer
Receivables, the Related Security and the Collections with respect
thereto and a valid and perfected security interest in the Deposit
Accounts;





          1.35. Paragraph (h) of Section 10.01 is hereby amended to read in its entirety as follows:





     (h) As at the end of any calendar month, (i) the Variable Dilution Ratio shall
exceed 5.0%, (ii) the average of the Challenger Planned Dilution Ratios for the
three most recently ended calendar months



13









 







shall exceed 20.0%, (iii) the average of the Planned Dilution Ratios for the
three most recently ended calendar months shall exceed 20.0%, (iv) the average of
the Payment Rates for the three most recently ended calendar months shall be less
than (x) if such three calendar month period shall end with the month of January,
February, March or April, 7% and (y) in all other cases, 13%, (v) the average
Default Ratio for the three most recently ended calendar months shall exceed 3.0%
or (vi) the Default Ratio shall exceed 5%;



          1.36. Section 10.01 is hereby amended by deleting the word “or” at the end of paragraph (k),
deleting the period at the end of paragraph (l) and substituting in replacement thereof “; or” and
adding a new paragraph (m) as follows:





     (m) AGCO Finance shall have initiated or commenced any legal proceeding with
respect to collection, replevin, injunctive or other similar action to enforce any
obligation owed by the Seller under this Agreement.



          1.37. Paragraph (x) of Section 11.01(a) is hereby amended in its entirety to read as follows:





     (x) any failure of the Seller to have had (but for the transactions
contemplated hereby or by the AGCO Finance Purchase Agreement) legal and equitable
title to, and ownership of any Dealer Receivable and the Related Security and
Collections with respect thereto, free and clear of any Adverse Claim; or any
failure of the Seller to have a first priority perfected security (or equivalent)
interest in the Equipment the sale of which gave rise to any AGCO Receivable;



          1.38. Section 11.01(a) is hereby amended deleting the word “or” at the end of paragraph (xv),
deleting the period at the end of paragraph (xvi) and substituting in replacement thereof a
semi-colon and by adding the following new paragraphs at the end thereof:





     (xvii) the purchase by AGCO Finance of Ownership Interests of the Purchasers
or the Retained Interest in Dealer Receivables as contemplated by the AGCO Finance
Purchase Agreement; or




     (xviii) the AGCO Finance Purchase Agreement or the Intercreditor Agreement.



          1.39. Section 11.01(b) is hereby amended deleting the word “or” at the end of paragraph
(viii), deleting the period at the end of paragraph (ix) and substituting in replacement thereof a
semi-colon and by adding the following new paragraphs at the end thereof:





     (x) the Servicing Agreement; or



14









 






     (xi) any failure of AGCO Finance to give reasonably equivalent value to the
Purchasers or the Seller under the AGCO Finance Purchase Agreement in consideration
of the transfer by the Purchasers of the Ownership Interest of the Purchasers in
any Dealer Receivables or by the Seller of the Retained Interest in any Dealer
Receivable, any attempt by any Person to void any such transfer under statutory
provisions or common law or equitable action, or any attempt by any Person to void
any such transfer under statutory provisions or common law or equitable actions.



          1.40. Paragraph (a) of Section 13.01 is hereby amended to read in its entirety as follows:





     (a) Neither the Seller nor the Servicer nor any Purchaser shall have the right
to assign its rights or obligations under this Agreement except to the extent
otherwise provided herein. Subject to the compliance by the assignee of
Section 13.01(c), the Seller hereby agrees and consents to the complete or
partial assignment by any Purchaser of all or any portion of its rights under,
interest in, title to and obligations under this Agreement to (i) any member of its
Related Group or any Conduit Funding Source and (ii) any other Person approved by
the Seller (such approval not to be unreasonably withheld), and upon such
assignment, (x) the assignee thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such
assignment, have the rights and obligations of a Purchaser hereunder and (y) the
Purchaser assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such assignment, relinquish its
rights and be released from its obligations under this Agreement (and, in the case
of an assignment covering all or the remaining portion of an assigning Purchaser’s
rights and obligations under this Agreement, such Purchaser shall cease to be a
party hereto).



          1.41. Section 13.01 is hereby amended by adding a new paragraph (c) as follows:





     (c) No assignment by any Purchaser hereunder shall be effective unless and
until the assignee thereof shall have become a signatory to the AGCO Finance
Purchase Agreement as a “Securitization Seller” thereunder.



          1.42. Section 14.15(b) is hereby amended to read in its entirety as follows:





     (b) This Agreement shall constitute a security agreement under the UCC with
respect to the Deposit Accounts and, to that end, the Seller hereby grants to the
Agent for the ratable benefit of the Purchasers, in order to secure the payment of
all present and future indebtedness and



15









 







obligations of the Seller to the Purchasers under this Agreement outstanding
from time to time, a valid security interest in all of the Seller’s right, title
and interest in, to and under each Deposit Account, and all amounts credited
thereto from time to time with respect to Dealer Receivables.



          1.43. The Table of Contents is hereby amended by deleting the reference to Exhibit F and
substituting in replacement thereof the following:




	 	 	 	 	 
	 

	 	Exhibit F
	 	Form of Dealer Agreement (other than with respect to Challenger
Dealer Receivables)






          1.44. The Table of Contents is hereby amended by adding a reference to a new Exhibit J as
follows:




	 	 	 	 	 
	 

	 	Exhibit J
	 	Form of Dealer Agreement (with respect to Challenger Dealer
Receivables)






          1.45. Exhibit F is hereby amended in its entirety as set forth in Exhibit A hereto, and a new
Exhibit J is hereby added as set forth in Exhibit B hereto.




          SECTION 2. Condition Precedent. This Amendment shall become effective on the date
(the “Effective Date”) on which the Agent and the Administrators shall have received the following,
each (unless otherwise indicated) dated such date and in form and substance satisfactory to the
Agent and the Administrators:




          (a) Certificates of the Secretary or Assistant Secretary of the Seller, AGCO and AGCO Finance
certifying the names and true signatures of their respective officers authorized to sign this
Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement, the Intercreditor
Agreement and the other documents to be delivered by them hereunder or thereunder or in connection
herewith or therewith, evidence of authorization of the transactions contemplated hereby and
thereby, the articles of incorporation (including an amendment to the articles of incorporation of
the Seller permitting the transactions contemplated by the AGCO Finance Purchase Agreement) or
formation (attached and appropriately certified by the Secretary of State of the Seller’s, AGCO’s
and AGCO Finance’s jurisdiction of incorporation or formation) and the by-laws and all amendments
thereto of the Seller and AGCO.




          (b) Amendments to registration statements previously filed in all jurisdictions that the Agent
or the Administrators may deem necessary or desirable in order to preserve, perfect and protect the
Purchasers’ ownership interest in the Ownership Interests Transferred under the Receivables
Purchase Agreement as amended by this Amendment.




          (c) Executed copies of all discharges, releases or subordination agreements, if any, which the
Agent requests with respect to registrations or Adverse Claims of any Person in any Pool Assets,
together with copies of the relevant financing change statements or other discharge or release
statements with the registration



16









 






particulars stamped thereon, and copies of any estoppel letters which the Agent shall
reasonably request to confirm that any registration made in favour of any Person, does not and will
not be relied upon to perfect or protect an adverse claim in any Pool Assets




          (d) Copies of search reports of all relevant searches conducted against the Seller and its
predecessor names in Ontario, Quebec and Saskatchewan.




          (e) An executed copy of the Servicing Agreement, AGCO Finance Purchase Agreement,
Intercreditor Agreement, fee letter and this Amendment from of the parties thereto and hereto.




          (f) Favorable opinions of counsel for the Seller, AGCO and AGCO Finance as to such matters as
the Agent or any Administrator may reasonably request, including, without limitation, opinions with
respect to “true sale” and substantive consolidation.




          (g) Payment of all fees required to be paid pursuant to any fee letter entered into in
connection with the transactions contemplated by this Amendment.




          (h) Certificates of Status (or of Compliance) of the Seller for the jurisdiction of its chief
executive office and each other jurisdiction where it conducts business ; and good standing
certificates with respect to AGCO and AGCO Finance from the Secretary of State of the State of
their respective jurisdictions of organization and such other jurisdictions as the Agent or any
Administrator may reasonably request.




          (i) Copies of all consents, waivers and amendments to existing credit facilities that are
necessary in connection with this Amendment and the transactions contemplated hereby.




          (j) Certificates of Authorized Officers of the Seller and AGCO to the effect as follows, and
the following shall be true and correct as at such time: (i) the representations and warranties
made herein and in the Receivables Purchase Agreement as amended by this Amendment (the “Amended
Receivables Purchase Agreement”) are true and correct as of the Effective Date, as if made on such
date; (ii) the Seller and the Servicer are each in compliance with all of their obligations under
the Amended Receivables Purchase Agreement; and (iii) no Early Amortization Event, Potential
Amortization Event, Servicer Default or event which, with the passage of time or the giving of
notice, or both, would constitute an Servicer Default has occurred and is continuing, or would
result from the transactions contemplated by this Amendment, the AGCO Finance Purchase Agreement,
the Servicing Agreement or the Intercreditor Agreement.




          (k) Such other documents, approvals or opinions as the Agent or an Administrator may
reasonably request.




          SECTION 3. Representations and Warranties.




17









 








          3.01. The Seller hereby represents and warrants to the Agent, the Administrators and the
Purchasers on the date hereof and on the Effective Date that:




          (a) The Seller is a corporation duly amalgamated, validly existing and in good standing under
the laws of Saskatchewan, is duly qualified to do business and is in good standing as a foreign
corporation, and has and holds all corporate power and all governmental licenses, authorizations,
consents and approvals required to carry on its business in each jurisdiction in which its business
is conducted.




          (b) The execution and delivery by the Seller of this Amendment and the AGCO Finance Purchase
Agreement, and the performance of its obligations hereunder and under the Amended Receivables
Purchase Agreement and the AGCO Finance Purchase Agreement, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its part. This
Amendment and the AGCO Finance Purchase Agreement have been duly executed and delivered by the
Seller.




          (c) The execution and delivery by the Seller of this Amendment and the AGCO Finance Purchase
Agreement, and the performance of its obligations hereunder and under the Amended Receivables
Purchase Agreement and the AGCO Finance Purchase Agreement, do not contravene or violate (i) its
certificate or articles of amalgamation or by-laws, (ii) any law, rule or regulation applicable to
it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by
which it or any of its property is bound or (iv) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property.




          (d) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution and delivery by the
Seller of this Amendment, the Amended Receivables Purchase Agreement or the AGCO Finance Purchase
Agreement, and the performance of its obligations hereunder or under the Amended Receivables
Purchase Agreement or the AGCO Finance Purchase Agreement.




          (e) There are no actions, suits or proceedings pending, or to the best of the Seller’s
knowledge, threatened, against or affecting the Seller, or any of its properties, in or before any
court, arbitrator or other body which would have a Material Adverse Effect. The Seller is not in
default with respect to any order of any court, arbitrator or governmental body.




          (f) This Amendment constitutes and, as of the Effective Date, the Amended Receivables Purchase
Agreement and the AGCO Finance Purchase Agreement will constitute, the legal, valid and binding
obligations of the Seller enforceable against the Seller in accordance with their respective 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).




18









 








          3.02. AGCO hereby represents and warrants to the Agent, the Administrators and the Purchasers
on the date hereof and on the Effective Date that:




          (g) AGCO is a corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, is duly qualified to do business and is in good standing as a foreign
corporation, and has and holds all corporate power and all governmental licenses, authorizations,
consents and approvals required to carry on its business in each jurisdiction in which its business
is conducted.




          (h) The execution and delivery by AGCO of this Amendment, the AGCO Finance Purchase Agreement,
the Servicing Agreement and the Intercreditor Agreement, and the performance of its obligations
hereunder and under the Amended Receivables Purchase Agreement, the AGCO Finance Purchase
Agreement, the Servicing Agreement and the Intercreditor Agreement, are within its corporate powers
and authority and have been duly authorized by all necessary corporate action on its part. This
Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement and the Intercreditor
Agreement have been duly executed and delivered by AGCO.




          (i) The execution and delivery by AGCO of this Amendment, the AGCO Finance Purchase Agreement,
the Servicing Agreement and the Intercreditor Agreement, and the performance of its obligations
hereunder and under the Amended Receivables Purchase Agreement, the AGCO Finance Purchase
Agreement, the Servicing Agreement and the Intercreditor Agreement, do not contravene or violate
(i) its certificate of incorporation or by-laws, (ii) any law, rule or regulation applicable to it,
(iii) any restrictions under any agreement, contract or instrument to which it is a party or by
which it or any of its property is bound or (iv) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property.




          (j) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for the due execution and delivery by AGCO of
this Amendment, the AGCO Finance Purchase Agreement, the Servicing Agreement or the Intercreditor
Agreement, and the performance of its obligations hereunder or under the Amended Receivables
Purchase Agreement, the AGCO Finance Purchase Agreement, the Servicing Agreement or the
Intercreditor Agreement.




          (k) There are no actions, suits or proceedings pending, or to the best of AGCO’s knowledge,
threatened, against or affecting AGCO, or any of its properties, in or before any court, arbitrator
or other body which would have a Material Adverse Effect. AGCO is not in default with respect to
any order of any court, arbitrator or governmental body.




          (l) This Amendment constitutes and, as of the Effective Date, the Amended Receivables Purchase
Agreement, the AGCO Finance Purchase Agreement, the Servicing Agreement and the Intercreditor
Agreement, will constitute, the legal, valid and binding obligations of AGCO enforceable against
AGCO in accordance with their respective terms, except as such enforcement may be limited by
applicable bankruptcy,



19









 






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).




          SECTION 4. Covenant. The parties hereto hereby agree that if, upon the receipt by the
Administrators of the Monthly Report required to be delivered on the Reporting Date occurring six
months after the Effective Date, any Administrator determines, in its sole discretion, that the
Early Amortization Event in Section 10.01(h) of the Amended Receivables Purchase Agreement
or the Credit Enhancement are no longer reasonable or protective as a result of the transactions
contemplated by this Amendment, the Purchasers and the Seller shall negotiate in good faith to
amend the provisions of Section 10.01(h) of the Amended Receivables Purchase Agreement or
the definition “Credit Enhancement” in Section 1.01 of the Amended Receivables Purchase
Agreement. The failure of the Purchasers and the Seller to agree to such amendment on the date
which occurs thirty days after any Administrator or the Agent notifies the Seller that the Early
Amortization Event in Section 10.01(h) of the Amended Receivables Purchase Agreement or the
definition “Credit Enhancement” are no longer reasonable or protective as a result of the
transactions contemplated by this Amendment shall constitute an Early Amortization Event under the
Amended Receivables Purchase Agreement with the same force and effect as if set forth therein, and
shall entitle the Purchasers, the Administrators and the Agent to exercise any and all remedies
described in the Amended Receivables Purchase Agreement.




          SECTION 5. Reference to and Effect on the Receivables Purchase Agreement.




          5.01. 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.




          5.02. 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.




          5.03. 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.




20









 








          SECTION 6. Costs and Expenses. The Seller shall pay to the Agent, each Administrator
and each Purchaser on demand all reasonable costs and out-of-pocket expenses in connection with the
preparation, execution, delivery and administration of this Amendment, the transactions
contemplated hereby and the other documents to be delivered hereunder, including without
limitation, (i) rating agency fees incurred by any Administrator or any Purchaser in connection
with the transactions contemplated hereby, and (ii) reasonable fees and out-of-pocket expenses of
legal counsel for the Agent, each Administrator and each Purchaser with respect thereto.




          SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF ONTARIO, CANADA.




          SECTION 8. 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 9. 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]




21









 





          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.




	 	 	 	 	 
	 	AGCO CANADA, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AGCO CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COÖPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
“RABOBANK 
INTERNATIONAL”, NEW YORK BRANCH, as an

Administrator and as the Agent and Custodian

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NIEUW AMSTERDAM
RECEIVABLES CORPORATION,
 as a Purchaser

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGCO Canada Amendment





S-1









 








EXHIBIT A




Exhibit F




FORM OF DEALER AGREEMENT

(with respect to AGCO Receivables)




 









 





EXHIBIT B




Exhibit J




FORM OF DEALER AGREEMENT

(with respect to Challenger Receivables)





 












 





EXECUTION COPY




AMENDMENT NO. 5




Dated as of December 12, 2008




to




RECEIVABLES PURCHASE AGREEMENT




          THIS AMENDMENT NO. 5, dated as of December 12, 2008 (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
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH
(“Rabobank International”), as an Administrator and as the Agent and Custodian.




PRELIMINARY STATEMENTS




          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, the Receivables Purchase Agreement is hereby amended as follows:




          1.01 Section 1.01 is hereby amended by deleting the definitions of “Cash Control
Event”, “Credit Enhancement”, “Dilution” and “Payment Date” and substituting, in lieu
thereof, respectively, the following:





     “Cash Control Event” means the occurrence of either of the following events:
(i) the Servicer’s long-term corporate family debt rating or long-term local issuer credit
rating, as the case may be, shall be Ba2 or lower by Moody’s or BB or lower by S&P or
either such rating is withdrawn or (ii) any Early Amortization Event.




     “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
Percentage and (ii) the percentage set forth below opposite the



 









 




long-term corporate family debt rating or long-term local issuer credit rating, as the case
may be, of AGCO as of such date (determined on the lower of the ratings assigned by Moody’s
or S&P).




	 	 	 	 	 
	Moody’s	 	S&P	 	Percentage
	Ba2 or higher
	 	BB or higher
	 	17%
	 	 	 	 	 
	Ba3
	 	BB-
	 	19%
	 	 	 	 	 
	Bl
	 	B+
	 	27%
	 	 	 	 	 
	B2 or lower or rating 

withdrawn
	 	B or lower or rating

withdrawn
	 	37%







     “Dilution” means, at any time, the amount of any reduction in the outstanding balance
of an AGCO Receivable as a result of any setoff, dispute, discount (including volume
discount), rebate (including volume rebate), return, netting, adjustment or any other
reason other than (i) payment in cash of such outstanding balance by the Obligor, (ii)
credit for a trade-in of used equipment or a return of equipment, to the extent such credit
simultaneously gave rise to a new AGCO Receivable in respect of such equipment having an
original Outstanding Balance equal to or greater than the amount of such reduction or (iii)
such AGCO Receivable having become a Charged-Off Receivable.




     “Payment Date” means (i) the first day of each calendar month (or, if such day is not
a Business Day, the next succeeding Business Day) and (ii) from and after the occurrence of
an Early Amortization Event, each additional Business Day designated as a “Payment Date” by
the Agent.



          1.02 The definition of Termination Date in Section 1.01 is hereby amended by deleting the date “April 8, 2009” contained therein and substituting, in lieu thereof, the date “December 12, 2013”.




          1.03 The first clause of the first sentence of Section 4.07(b) is hereby
amended to read in its entirety as follows: “If at any time the Servicer’s long-term
corporate family debt rating or long-term local issuer credit rating, as the case may be,
shall not be at least Ba3 by Moody’s and at least BB+ by S&P”.




          1.04 Clause (ii) of the first sentence of Section 9.05 is hereby amended
deleting the words “if the long-term senior unsecured debt rating of AGCO is lower than
Ba3 by Moody’s or lower than BB- by S&P” and substituting, in lieu thereof, “if the long-term corporate family debt rating or long-term local issuer credit rating, as the case may
be, of AGCO is lower than Ba2 or withdrawn by Moody’s or lower than BB or withdrawn
by S&P”.




          1.05 Clause (g) of Section 9.07 is hereby amended to read in its entirety as follows:







2









 









     (g) The long-term corporate family debt rating or long-term local issuer credit
rating, as the case may be, of AGCO is below Ba2 by Moody’s or BB by S&P or either such
rating is withdrawn.



          1.06 Clause (iv) of Paragraph (h) of Section 10.01 is hereby amended to read in its entirety
as follows:





     (iv) the average of the Payment Rates for the three most recently ended calendar
months shall be less than (x) if such three calendar month period shall end with the month
of January, February, March or April, 10.00% and (y) in all other cases, 14.00%.



          SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date
(the “Effective Date”) on which (i) Rabobank International shall have received (a) a copy of this
Amendment duly executed by each of the parties hereto, (b) a copy of the First Amendment to the Fee
Letter dated as of the date hereof duly executed by each of the parties thereto and (c) a copy of
the Amendment No. 1 to the AGCO Finance Purchase Agreement dated as of the date hereof duly
executed by each of the parties thereto and (ii) payment has been made of all fees required to be
paid pursuant to any fee letters entered into in connection with the transactions contemplated by
this Amendment.




          SECTION 3. Covenants, Representations and Warranties.




          3.01 Each of the Seller and the Servicer hereby reaffirms all covenants,
representations and warranties made by it in the Receivables Purchase Agreement, as
further amended by this Amendment, and agrees that all such covenants, representations
and warranties shall be deemed to have been remade as of the Effective Date.




          3.02 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.




          SECTION 4. Reference to and Effect on the Receivables Purchase Agreement.




          4.01 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.





3









 








          4.02 Except as specifically amended hereby and the other amendments
listed in Section 2, 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.




          4.03 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 the Purchaser, the 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 5. Costs and Expenses. The Seller shall pay to the Agent, the Administrator
and the Purchaser on demand all reasonable costs and out-of-pocket expenses in connection with the
preparation, execution, delivery and administration of this Amendment, the transactions
contemplated hereby and the other documents to be delivered hereunder, including without
limitation, (i) rating agency fees incurred by the Administrator or the Conduit Purchaser in
connection with the transactions contemplated hereby, and (ii) reasonable fees and out-of-pocket
expenses of legal counsel for the Agent, the Administrator and the Purchaser with respect thereto.




          SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH. THE LAW OF THE PROVINCE OF ONTARIO, CANADA.




          SECTION 7. 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 8. 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]






4









 








               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.



	 	 	 	 	 
	 	AGCO CANADA, LTD

 	 
	 	By:  	/s/ David Williams
 	 
	 	 	Name:  	DAVID WILLIAMS 	 
	 	 	Title:  	VP AND TREASURER 	 
	 
	 	AGCO CORPORATION	 
	 	 	 
	 	By:  	/s/ David Williams
 	 
	 	 	Name:  	DAVID WILLIAMS 	 
	 	 	Title:  	VP AND TREASURER 	 
	 
	 	COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
“RABOBANK
 INTERNATIONAL”, NEW YORK BRANCH, as
 an
Administrator and as the Agent and Custodian

 	 
	 	By:  	/s/ Maria (Jie)Wu
 	 
	 	 	Name:  	Maria (Jie)Wu  	 
	 	 	Title:  	Vice-President 	 
	 
	 	 	 
	 	By:  	/s/ Keith W. Smith
 	 
	 	 	Name:  	Keith W. Smith  	 
	 	 	Title:  	Vice-President 	 
	 
	 	NIEUW AMSTERDAM RECEIVABLES
 CORPORATION, as a Purchaser

 	 
	 	By:  	/s/ Damian A. Perez
 	 
	 	 	Name:  	Damian A. Perez 	 
	 	 	Title:  	Vice-President 	 
	 




5