AMMENDMENT NO. 3

                          TO

              THIRD AMENDED AND RESTATED

           LONG TERM REVOLVING CREDIT AGREEMENT

         This WAIVER AND AMENDMENT NO. 3 to "CREDIT AGREEMENT" (as defined
below), dated as of September 1, 2000 (the "Amendment"), is entered into by and
among Ag-Chem Equipment Co., Inc. (the "Borrower"), Ag-Chem Europe, B.V.
("Ag-Chem Europe"), Ag-Chem Equipment Canada, Ltd. ("Ag-Chem Canada", and
together with Ag-Chem Europe, the "Multicurrency Subsidiary Borrowers"), the
institutions from time to time party to the Credit Agreement as lenders (the
"Lenders"), and Bank One, NA, as the Agent under the Credit Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the
meaning given to them in the Credit Agreement.

                  WITNESSETH

         WHEREAS, the Borrower, the Multicurrency Subsidiary Borrowers, the
Lenders and the Agent are parties to a Third Amended and Restated Long Term
Revolving Credit Agreement, dated as of June 4, 1999 (as amended, the "Credit
Agreement");

         WHEREAS, the Borrower and the Multicurrency Subsidiary Borrowers wish
to amend the Credit Agreement in certain respects-,

         WHEREAS, the Lenders and the Agent are willing to amend the Credit
Agreement on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises set forth above, the
terms and conditions contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Multicurrency Subsidiary Borrowers, the Agent and the Lenders
hereby agree as follows:

      1. Amendment. Effective as of the date first above written and subject to
the satisfaction of the conditions precedent set forth in Section 2 below, the
Credit Agreement shall be and hereby is amended as follows:

         (a) The definition of "Commitment" set forth in Section 1.1 of the
Credit Agreement is hereby amended to insert at the end thereof the following:
"From and after September 1, 2000, Bank One Canada shall have no commitment to
extend any Advance hereunder."

         (b) The definition of "Tranche B Commitment" set forth in Section 1.1
of the Credit Agreement is hereby amended in its entirety as follows: "Tranche B
Commitment" means the CDN Dollar Equivalent Amount of US$0.00."


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         (c) Section 2. 1 (b) of the Credit Agreement is hereby amended to
insert at the end thereof the following: "From and after September 1, 2000,
neither the Company nor any Multicurrency Subsidiary Borrower shall request and
the Canadian Lender shall not extend any Canadian Advance. All outstanding
Canadian Advances, together with accrued and unpaid interest thereon and fees
related thereto, if any, shall be repaid in full on September 1, 2000."

         (d) Section 2. 1 (e) of the Credit Agreement is hereby amended to
insert at the end thereof the following: "No Facility Fee shall accrue on the
Tranche B Commitment from and after September 1, 2000."

         (e) Section 2.2(b) of the Credit Agreement is hereby amended to insert
at the end thereof the following: "No Canadian Advance shall be requested or
extended from and after September 1, 2000."

         (f) Bank One Canada's signature page to the Credit Agreement is hereby
amended to delete therefrom the number "5,000,000" and to substitute therefor
the number "0".

      2. Conditions of Effectiveness. This Amendment shall become effective and
be deemed effective as of the date hereof, if, and only if, the Agent shall have
received (i) five (5) duly executed originals of this Amendment from the
Borrower, the Multicurrency Subsidiary Borrowers and the Required Lenders, and
(ii) evidence satisfactory to it that all outstanding Canadian Advances, if any,
together with accrued interest and Facility Fees thereon, have been paid in
full.

      3. Representations and Warranties of the Borrower and the Multicurrency
Subsidiary Borrowers. Each of the Borrower and each Multicurrency Subsidiary
Borrower hereby represents and warrants as follows:

         (a) The Credit Agreement as previously executed constitutes the legal,
valid and binding obligation of the Borrower and each Multicurrency Subsidiary
Borrower and is enforceable against the Borrower and each Multicurrency
Subsidiary Borrower in accordance with its terms.

         (b) Upon the effectiveness of this Amendment, each of the Borrower and
each Multicurrency Subsidiary Borrower hereby (i) represents that no Default or
Event of Default exists under the terms of the Credit Agreement, (ii) reaffirms
all covenants, representations and warranties made in the Credit Agreement to
which it is a party, and (iii) agrees that all such covenants, representations
and warranties shall be deemed to have been remade as of the effective date of
this Amendment.

       4. Effect on the Credit Ageement.

         (a) Upon the effectiveness of this Amendment, on and after the date
hereof, each reference in the Credit Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby.

                                      2


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         (b) Except as specifically amended above, the Credit Agreement 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.

         (c) The execution, delivery and effectiveness of this Amendment shall
neither, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Lenders or the Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.

      5. Costs and Expenses. The Borrower agrees to pay all reasonable costs,
fees and out-of-pocket expenses (including attorneys' fees and expenses charged
to the Agent) incurred by the Agent and the Lenders in connection with the
preparation, arrangement, execution and enforcement of this Amendment.

      6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, SECTION 735
ELCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS
PROVISIONS) OF THE STATE OF ILLINOIS.

      7. 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.

      8. Counterparts. This Amendment may be executed by one or more of the
parties to the Amendment on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

      9. No Strict Construction. The parties hereto have participated jointly in
the negotiation and drafting of this Amendment. In the event an ambiguity or
question of intent or interpretation arises, this Amendment shall be construed
as if drafted jointly by the parties hereto and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Amendment.

                    The remainder of this page is intentionally blank.

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         IN WITNESS WHEREOF, this Amendment No. 3 has been duly executed as of
the day and year first above written.


AG-CHEM EQUIPMENT CO., INC., as the     AG-CHEM EUROPE, B.V., as a Multicurrency
Borrower                                Subsidiary Borrower

By:    /s/ John C. Retherford           By:    /s/ John C. Retherford
       ----------------------------            ----------------------------
Name:  John C. Retherford               Name:  John C. Retherford
Title: Senior Vice President            Title: Supervisory Director


AG-CHEM EQUIPMENT CANADA, LTD., as      BANK ONE, NA, as a Lender and as Agent
a Multicurrency Subsidiary Borrower     under the Credit Agreement

By:    /s/ John C. Retherford           By:    /s/ Jenny Gilpin
       ----------------------------            ----------------------------
Name   John C. Retherford               Name:  Jenny A. Gilpin
Title: Vice President                   Title: First Vice President


COOPERATIEVE CENTRALE RAIFFEISEN-       HARRIS TRUST AND SAVINGS BANK, as a
BOERENLEENBANK B.A., "RABOBANK          Lender under the Credit Agreement
INTERNATIONAL", NEW YORK BRANCH,
as a Lender under the Credit            By:    /s/ Andrew T. Claar
Agreement                                      ----------------------------
                                        Name:  Andrew T. Claar
By:    (illegible signature)            Title: Vice President
       ----------------------------
Name
Title: Senior Credit Officer and
       Senior Vice President

By:    /s/ David W. Nelson
       ----------------------------
Name:  David W. Nelson
Title: Executive Director


BANK ONE CANADA, formerly known
as First Chicago NBD Bank, Canada,
as a Lender under the Credit
Agreement

By:    /s/ Randall Taylor
       ----------------------------
Name:  Randall Taylor
Title: SVP

By:
       ----------------------------
Name:
Title: