Exhibit 10.3


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$20,000,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
NBD Bank ("Bank"), pursuant to the Long Term Second Amended and Restated
Revolving Credit Agreement, entered into as of June 10, 1997 (as amended from
time to time, the "Loan Agreement"), among the Company, NBD Bank, as agent
("NBD"), and the Lenders party thereto, including the Bank, at the main office
of NBD in Detroit, Michigan, or such other location as may be designated by NBD
from time to time, in accordance with the Loan Agreement, in immediately
available funds, the principal sum of Twenty Million and 00/100 Dollars
(US$20,000,000), or such lesser amount as is recorded on the books and records
of NBD, on the Termination Date as may be agreed to under the Loan Agreement as
amended from time to time, together with interest on the outstanding balance
thereof as provided in the Loan Agreement. All payments of principal and
interest shall be made in lawful money of the United States of America.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.


<PAGE>


         This Long Term Amended and Restated Revolving Note amends and restates,
but does not satisfy, certain existing obligations of the Company evidenced by
the Amended and Restated Revolving Note in the principal amount of $1,666,667
dated January 12, 1996, from the Company to National City Bank of Minneapolis,
the Amended and Restated Revolving Note in the principal amount of $8,333,333
dated January 12, 1996, from the Company to Harris Trust and Savings Bank and
the Amended and Restated Revolving Note in the principal amount of $15,000,000
dated January 12, 1996 from the Company to NBD.

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                          AG-CHEM EQUIPMENT CO., INC.
                                          a Minnesota corporation

                                          By: /s/ John Retherford
                                              John Retherford
                                              Its: Senior Vice President


<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$5,000,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
The First National Bank of Chicago ("Bank"), pursuant to the Long Term Second
Amended and Restated Revolving Credit Agreement, entered into as of June 10,
1997 (as amended from time to time, the "Loan Agreement"), among the Company,
NBD Bank, as agent ("NBD"), and the Lenders party thereto, including the Bank,
at the main office of NBD in Detroit, Michigan, or such other location as may be
designated by NBD from time to time, in accordance with the Loan Agreement, in
immediately available funds, the principal sum of the Equivalent Amount of Five
Million and 00/100 Dollars (US$5,000,000), or such lesser amount as is recorded
on the books and records of NBD, on the Termination Date as may be agreed to
under the Loan Agreement as amended from time to time, together with interest on
the outstanding balance thereof as provided in the Loan Agreement. All payments
of principal and interest shall be made in lawful money of the Kingdom of the
Netherlands.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.

<PAGE>

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                          AG-CHEM EQUIPMENT CO., INC.
                                          a Minnesota corporation

                                          By:      /s/ John Retherford
                                                   John Retherford
                                                   Its: Senior Vice President



<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$5,000,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
First Chicago NBD Bank, Canada (the "Bank"), pursuant to the Long Term Second
Amended and Restated Revolving Credit Agreement, entered into as of June 10,
1997 (as amended from time to time, the "Loan Agreement"), among the Company,
NBD Bank, as agent ("NBD"), and the Lenders party thereto, including the Bank,
at the main office of the Bank in Toronto, Ontario, or such other location as
may be designated by NBD or the Bank from time to time, in accordance with the
Loan Agreement, in immediately available funds, the principal sum of the
Equivalent Amount of Five Million and 00/100 Dollars (US$5,000,000), or such
lesser amount as is recorded on the books and records of the Bank, on the
Termination Date as may be agreed to under the Loan Agreement as amended from
time to time, together with interest on the outstanding balance thereof as
provided in the Loan Agreement. All payments of principal and interest shall be
made in lawful money of Canada.

         NBD and the Bank are hereby authorized by the Company to record on
their books and records, the date and amount of each Advance, the Loan Period,
the applicable interest rate (including any changes therein), the amount of each
payment of principal thereon and such other information as appropriate, which
books and records shall constitute rebuttable presumptive evidence of the
information so recorded, provided, however, that any failure by NBD or the Bank
to record any such information shall not relieve the Company of its obligation
to repay the outstanding principal amount of all Advances made by Bank, all
accrued interest thereon and any amount payable with respect thereto in
accordance with the terms of this Note and the Loan Agreement. Capitalized terms
used but not defined in this Note shall have the respective meanings assigned to
them in the Loan Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.

<PAGE>

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                       AG-CHEM EQUIPMENT CO., INC.
                                       a Minnesota corporation

                                       By:      /s/ John Retherford
                                                John Retherford
                                                Its: Senior Vice President



<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$12,800,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
Harris Trust and Savings Bank ("Bank"), pursuant to the Long Term Second Amended
and Restated Revolving Credit Agreement, entered into as of June 10, 1997 (as
amended from time to time, the "Loan Agreement"), among the Company, NBD Bank,
as agent ("NBD"), and the Lenders party thereto, including the Bank, at the main
office of NBD in Detroit, Michigan, or such other location as may be designated
by NBD from time to time, in accordance with the Loan Agreement, in immediately
available funds, the principal sum of Twelve Million Eight Hundred Thousand and
00/100 Dollars (US$12,800,000), or such lesser amount as is recorded on the
books and records of NBD, on the Termination Date as may be agreed to under the
Loan Agreement as amended from time to time, together with interest on the
outstanding balance thereof as provided in the Loan Agreement. All payments of
principal and interest shall be made in lawful money of the United States of
America.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.

<PAGE>

         This Long Term Amended and Restated Revolving Note amends and restates,
but does not satisfy, certain existing obligations of the Company evidenced by
the Amended and Restated Revolving Note in the principal amount of $1,666,667
dated January 12, 1996, from the Company to National City Bank of Minneapolis,
the Amended and Restated Revolving Note in the principal amount of $8,333,333
dated January 12, 1996, from the Company to Harris Trust and Savings Bank and
the Amended and Restated Revolving Note in the principal amount of $15,000,000
dated January 12, 1996 from the Company to NBD.

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                          AG-CHEM EQUIPMENT CO., INC.
                                          a Minnesota corporation

                                          By:      /s/  John Retherford
                                                   John Retherford
                                                   Its: Senior Vice President



<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$3,200,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
Harris Trust and Savings Bank ("Bank"), pursuant to the Long Term Second Amended
and Restated Revolving Credit Agreement, entered into as of June 10, 1997 (as
amended from time to time, the "Loan Agreement"), among the Company, NBD Bank,
as agent ("NBD"), and the Lenders party thereto, including the Bank, at the main
office of NBD in Detroit, Michigan, or such other location as may be designated
by NBD from time to time, in accordance with the Loan Agreement, in immediately
available funds, the principal sum of the Equivalent Amount of Three Million Two
Hundred Thousand and 00/100 Dollars (US$3,200,000), or such lesser amount as is
recorded on the books and records of NBD, on the Termination Date as may be
agreed to under the Loan Agreement as amended from time to time, together with
interest on the outstanding balance thereof as provided in the Loan Agreement.
All payments of principal and interest shall be made in lawful money of the
Kingdom of the Netherlands.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.

<PAGE>

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                      AG-CHEM EQUIPMENT CO., INC.
                                      a Minnesota corporation

                                      By:      /s/ John Retherford
                                               John Retherford
                                               Its: Senior Vice President



<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$7,200,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Netherlands",
New York Branch ("Bank"), pursuant to the Long Term Second Amended and Restated
Revolving Credit Agreement, entered into as of June 10, 1997 (as amended from
time to time, the "Loan Agreement"), among the Company, NBD Bank, as agent
("NBD"), and the Lenders party thereto, including the Bank, at the main office
of NBD in Detroit, Michigan, or such other location as may be designated by NBD
from time to time, in accordance with the Loan Agreement, in immediately
available funds, the principal sum of Seven Million Two Hundred Thousand and
00/100 Dollars (US$7,200,000), or such lesser amount as is recorded on the books
and records of NBD, on the Termination Date as may be agreed to under the Loan
Agreement as amended from time to time, together with interest on the
outstanding balance thereof as provided in the Loan Agreement. All payments of
principal and interest shall be made in lawful money of the United States of
America.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate permitted by law, whichever is lower, on the outstanding
principal amount of all the Obligations which are outstanding during such period
from and after the date of any such demand.

<PAGE>

         This Long Term Amended and Restated Revolving Note amends and restates,
but does not satisfy, certain existing obligations of the Company evidenced by
the Amended and Restated Revolving Note in the principal amount of $1,666,667
dated January 12, 1996, from the Company to National City Bank of Minneapolis,
the Amended and Restated Revolving Note in the principal amount of $8,333,333
dated January 12, 1996, from the Company to Harris Trust and Savings Bank and
the Amended and Restated Revolving Note in the principal amount of $15,000,000
dated January 12, 1996 from the Company to NBD.

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                     AG-CHEM EQUIPMENT CO., INC.
                                     a Minnesota corporation

                                     By:      /s/ John Retherford
                                              John Retherford
                                              Its: Senior Vice President


<PAGE>


                                LONG TERM AMENDED
                           AND RESTATED REVOLVING NOTE

US$1,800,000
                                                                   June 10, 1997
                                                           Minnetonka, Minnesota


         FOR VALUE RECEIVED, the undersigned, AG-CHEM EQUIPMENT CO., INC. a
Minnesota corporation (the "Company"), hereby promises to pay to the order of
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Netherlands",
New York Branch ("Bank"), pursuant to the Long Term Second Amended and Restated
Revolving Credit Agreement, entered into as of June 10, 1997 (as amended from
time to time, the "Loan Agreement"), among the Company, NBD Bank, as agent
("NBD"), and the Lenders party thereto, including the Bank, at the main office
of NBD in Detroit, Michigan, or such other location as may be designated by NBD
from time to time, in accordance with the Loan Agreement, in immediately
available funds, the principal sum of the Equivalent Amount of One Million Eight
Hundred Thousand and 00/100 Dollars (US$1,800,000), or such lesser amount as is
recorded on the books and records of NBD, on the Termination Date as may be
agreed to under the Loan Agreement as amended from time to time, together with
interest on the outstanding balance thereof as provided in the Loan Agreement.
All payments of principal and interest shall be made in lawful money of the
Kingdom of the Netherlands.

         NBD is hereby authorized by the Company to record on NBD's books and
records, the date and amount of each Advance, the Loan Period, the applicable
interest rate (including any changes therein), the amount of each payment of
principal thereon and such other information as appropriate, which books and
records shall constitute rebuttable presumptive evidence of the information so
recorded, provided, however, that any failure by NBD to record any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of all Advances made by Bank, all accrued interest
thereon and any amount payable with respect thereto in accordance with the terms
of this Note and the Loan Agreement. Capitalized terms used but not defined in
this Note shall have the respective meanings assigned to them in the Loan
Agreement.

         This Note is subject to, and evidences the Advances made by Bank under
the Loan Agreement, to which reference is hereby made for a statement of the
circumstances and terms under which all or a portion of this Note is subject to
prepayment and under which its due date may be accelerated and other terms
applicable to this Note. An Event of Default under the Loan Agreement
constitutes a default hereunder. During the period that any amount owing on this
Note is not paid in full when due (whether at stated maturity, by acceleration
or otherwise), such amount shall bear interest at the Default Rate applicable to
each Advance in effect from time to time or the maximum rate permitted by law,
whichever is lower, for the period commencing on the due date until the same is
paid in full. In addition to the foregoing, during the period that any other
Event of Default has occurred and shall be continuing, the Company shall pay on
demand, at the election of the Required Lenders, interest at the Default Rate or
the maximum rate 


<PAGE>


permitted by law, whichever is lower, on the outstanding principal amount of all
the Obligations which are outstanding during such period from and after the date
of any such demand.

         The Company and each endorser or guarantor hereof waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note. The Company further agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of
collecting this Note, including reasonable attorneys' fees and expenses.

         This Note is made under, and shall be governed by and construed in
accordance with, the laws of the State of Michigan applicable to contracts made
and to be performed entirely within the State of Michigan and without giving
effect to the choice of law principles of the State of Michigan.

                                         AG-CHEM EQUIPMENT CO., INC.
                                         a Minnesota corporation

                                         By:      /s/ John Retherford
                                                  John Retherford
                                                  Its: Senior Vice President