EXHIBIT 10.45


[LOGO] PRUDENTIAL                              JULIA B. BUTHMAN
                                               Vice President
                                               Corporate Finance

                                               PRUDENTIAL CAPITAL GROUP
                                               Two Prudential Plaza, Suite 5600,
                                               Chicago IL 60601-6716
                                               Tel 312 540-4237 Fax 312 540-4222
                                               julia.buthman@prudential.com

                                February 14, 2001



Ag-Chem Equipment Co., Inc.
5720 Smetana Drive, #100
Minneapolis, Minnesota 55343
Attention:  John C. Retherford
            Senior Vice President and Chief Financial Officer

Ladies and Gentlemen:

         Reference is made to that certain Note Agreement dated as of October
10, 1995 (as amended from time to time, the "NOTE AGREEMENT") between Ag-Chem
Equipment Co., Inc., a Minnesota corporation (the "COMPANY"), and The Prudential
Insurance Company of America ("PRUDENTIAL"), pursuant to which the Company
issued and sold and Prudential purchased the Company's 7.25% senior note in the
original principal amount of $15,000,000, due April 6, 2005. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Note Agreement.

         Pursuant to the request of the Company and in accordance with the
provisions of Section 9 of the Note Agreement, the parties hereto agree as
follows:

         SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:

         1.1 The definition of "Interest Coverage Ratio" appearing in Section
5.1 of the Note Agreement is hereby amended to add the following at the end of
clause (a) of such definition:

                  ", plus an amount equal to the nonrecurring charges of up to
         $3,434,000 in the aggregate related to costs incurred in connection
         with the merger of the Company and Agco Corporation to the extent such
         charges are deducted in computing Net Income for the applicable
         period,"

         SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants that (a) this letter has been duly authorized,
executed and delivered by the Company, (b) each representation and warranty set
forth in Section 3 of the Note Agreement is true and correct as of the date of
the execution and delivery of this letter by the Company with the same effect as
if made on such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they were true and correct as
of such earlier date), and (c) after giving effect to the amendment to the Note
Agreement in Section 1 hereof, no Event of Default or Default exists.

         SECTION 3. CONDITION PRECEDENT. This letter shall become effective as
of the date first above written upon the return by the Company to Prudential of
a counterpart hereof duly executed by the Company and Prudential. The letter
should be returned to: Prudential Capital Group, Two Prudential Plaza, Suite
5600, Chicago, Illinois 60601-6716, Attention: Wiley S. Adams.

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Ag-Chem Equipment Co., Inc.
February 14, 2001
Page 2



         SECTION 4. CONDITION RELATING TO MERGER. In the event that the merger
between the Company and Agco Corporation shall be consummated, the Company
agrees to (as soon as practicable but in no event more than two business days
after such merger) make an optional prepayment of the Notes pursuant to Section
2.2(a) of the Note Agreement at a price of 100% of the outstanding principal
amount of the Notes, plus accrued and unpaid interest to the date of prepayment,
plus the Make-Whole Amount. The failure to make such prepayment shall constitute
an Event of Default under the Note Agreement.

         SECTION 5. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any other
document, instrument or agreement shall mean and be a reference to the Note
Agreement as modified by this letter. Except as specifically set forth in
Section 1 hereof, the Note Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.

         SECTION 6. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

         SECTION 7. COUNTERPARTS; SECTION TITLES. This letter 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. The section titles contained in this letter are and shall be
without substance, meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.

                                         Very truly yours,

                                         THE PRUDENTIAL INSURANCE
                                           COMPANY OF AMERICA

                                          By: /s/ Julia Buthman
                                          ----------------------------------
                                          Julia Buthman
                                          Vice President

AGREED AND ACCEPTED:

AG-CHEM EQUIPMENT CO., INC.

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

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Ag-Chem Equipment Co., Inc.
February 14, 2001
Page 3



Each of the undersigned Guarantors hereby
consents to the foregoing amendment and
confirms that, notwithstanding the
foregoing amendment, all of its
obligations under its Subsidiary Guaranty,
dated as of October 10, 1995, remain in
full force and effect with respect to the
Note Agreement as modified as provided
above.


LOR*AL PRODUCTS, INC.

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


AG-CHEM EQUIPMENT CANADA, LTD.

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


AG-CHEM EQUIPMENT CO.,
INTERNATIONAL CORP.

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