<PAGE>

                                                                    EXHIBIT 10.1

                       THIRD AMENDMENT TO CREDIT AGREEMENT

      This THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
March 21, 2005, by and among AGCO CORPORATION, a Delaware corporation ("AGCO"),
AGCO CANADA, LTD., a Saskatchewan corporation ("Canadian Subsidiary"), AGCO
LIMITED, an English corporation ("English Subsidiary One"), AGCO INTERNATIONAL
LIMITED, an English corporation ("English Subsidiary Two"), AGCO HOLDING B.V., a
Netherlands corporation ("Netherlands Subsidiary"), AGCO DEUTSCHLAND HOLDING
LIMITED & CO. KG, a German limited partnership ("German Subsidiary"), and VALTRA
HOLDING OY, a Finnish limited liability company ("Finnish Subsidiary"; AGCO,
Canadian Subsidiary, English Subsidiary One, English Subsidiary Two, Netherlands
Subsidiary, German Subsidiary and Finnish Subsidiary are referred to herein
collectively as the "Borrowers" and individually as a "Borrower"); the lenders
(the "Lenders") signatory hereto; COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", CANADIAN BRANCH, as
Canadian administrative agent for the Canadian Lenders (together with any
successor, in such capacity, the "Canadian Administrative Agent"); and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW
YORK BRANCH, as administrative agent for the Lenders (together with, any
successor, in such capacity, the "Administrative Agent").

                                   WITNESSETH:

      WHEREAS, the Borrowers, the Administrative Agent, the Canadian
Administrative Agent, the Lenders, the Issuing Banks (as defined in the Credit
Agreement), SunTrust Bank and Morgan Stanley Senior Funding, Inc., as
Co-Syndication Agents, and CoBank, ACB and The Bank of Tokyo-Mitsubishi, Ltd.,
NY Branch, as Co-Documentation Agents, are parties to that certain Credit
Agreement dated as of December 22, 2003 (as amended by that certain First
Amendment to Credit Agreement and Consent dated as of April 12, 2004, as further
amended by that certain Second Amendment to Credit Agreement dated as of August
17, 2004, and as further amended, restated, supplemented or modified from time
to time, the "Credit Agreement"); and

      WHEREAS, the Borrowers have requested that certain terms and conditions of
the Credit Agreement be amended, and the Lenders signatory hereto, the Canadian
Administrative Agent and the Administrative Agent have agreed to the requested
amendments on the terms and conditions set forth herein;

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree that
all capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Credit Agreement, and further agree as follows:

<PAGE>

      SECTION 1. Amendments.

                  (a) Amendment to Section 1.1. Section 1.1 of the Credit
Agreement, Certain Defined Terms, is hereby amended and modified by deleting
clauses (a), (b), (c) and (d) of the definition of "Applicable Margin" set forth
therein in the entirety and by substituting the following in lieu thereof:

                  "(a) if the relevant Obligation is a US Term Loan that is a
      Base Rate Loan, 0.50%, (b) if the relevant Obligation is a Euro Term Loan
      that is a Base Rate Loan, 1.75%, (c) if the relevant Obligation is a US
      Term Loan that is a LIBO Rate Loan, 1.75%, (d) if the relevant Obligation
      is a Euro Term Loan that is a LIBO Rate Loan, 1.75%, or"

                  (b) Amendment to Section 1.1. Section 1.1 of the Credit
Agreement, Certain Defined Terms, is hereby further amended and modified by
deleting the definitions of "Applicable Capital Market Transaction Documents,"
"Funded Debt," "New Capital Market Transactions," "Revolving Loan Maturity
Date," "Securitization Documents," "Securitization Facility," "Securitization
Funding," "Securitization Intercreditor Agreement," "Senior Debt Ratio" and
"Term Loan Maturity Date" and by substituting the following in lieu thereof:

            ""Applicable Capital Market Transaction Documents" means,
      collectively, as of any date, the Convertible Note Documents, the Existing
      2008 Note Documents, the New Senior Subordinated Note Documents, and,
      after the completion of the Convertible Exchange Offer, the New
      Convertible Note Documents, and any other document governing the Capital
      Market Transactions that are in effect and binding on AGCO, as of such
      date of determination."

            ""Funded Debt" means without double-counting, with respect to AGCO
      on a Consolidated basis, as of any date of determination, all obligations
      of the type described in clauses (a) through (e) of the definition of
      "Indebtedness" set forth in Article 1 hereof and any Guaranty of any of
      the foregoing for which a demand for payment has been received, and
      specifically including, without limitation, the amount of Borrower
      Outstandings hereunder. Upon the consummation of the Acquisition, for
      purposes of calculating the amount of "Funded Debt" hereunder outstanding
      as of the last day of any fiscal quarter during which the financial
      performance of Target was not Consolidated with AGCO, an additional amount
      of U.S. $450,000,000 of Funded Debt shall be deemed to have been
      outstanding as of the last day of each such fiscal quarter."

            ""New Capital Market Transactions" means, collectively, the
      transactions contemplated by the Convertible Note Documents, the New
      Senior Subordinated Note Documents, and, after the completion of the

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      Convertible Exchange Offer, the New Convertible Note Documents, together
      with any issuance of common stock by AGCO prior to the Initial Funding
      Date."

            ""Revolving Loan Maturity Date" means (a) March 31, 2008, if prior
to such date AGCO has not either (x) repurchased the Existing 2008 Notes in
accordance with Section 7.13 or (y) refinanced the Existing 2008 Notes from the
Net Cash Proceeds received by AGCO from the issuance of securities (i) maturing
no earlier than January 1, 2010 and (ii) having a priority not greater than the
existing priority of the Existing 2008 Notes, or (b) January 5, 2009, if AGCO
has refinanced or repurchased the Existing 2008 Notes in accordance with and
prior to the date set forth in clause (a) of this, definition."

            ""Securitization Documents" means the US Securitization Documents,
      the European Securitization Documents, the Canadian Securitization
      Documents and the Dealer Receivable Factoring Program Documents, each in
      form and substance satisfactory to the Administrative Agent."

            ""Securitization Facility" means, individually or collectively, the
      US Securitization, the European Securitization, the Canadian
      Securitization and the Dealer Receivable Factoring Program."

            ""Securitization Funding" means any Indebtedness, trust
      participations or any other interests that the Administrative Agent
      determines are equivalent thereto, incurred or issued by any Person
      purchasing Receivables in a Securitization Facility (other than a Dealer
      Receivable Factoring Program) and applicable to the purchase of such
      Receivables. Any reference to the principal amount of Securitization
      Funding on any date refers to the "invested amount," "capital,"
      "investment," or analogous term reflecting the amount paid for the
      purchase of Receivables in a Securitization Facility or any trust
      participations or other equivalent interests issued in connection
      therewith, in each case as of such date as determined by the
      Administrative Agent. Any reference to the interest expense attributable
      to any Securitization Funding refers to any interest expense in respect of
      any Indebtedness comprising the same or the equivalent of such interest
      expense, as determined by the Administrative Agent, with respect to such
      purchase of Receivables or any trust participations or other equivalent
      interests issued in connection therewith, in each case for such period."

            ""Securitization Intercreditor Agreement" means, collectively or
      individually, (a) that certain Intercreditor Agreement dated as of the
      Initial Funding Date by and among Rabobank, in its capacity as
      Administrative Agent, and Rabobank, in its capacity as Agent under the US
      Securitization, (b) that certain Intercreditor Agreement dated as of the

                                       -3-

<PAGE>

      Initial Funding Date by and among Rabobank, in its capacity as
      Administrative Agent, and Rabobank, in its capacity as Agent under the
      Canadian Securitization, and (c) one or more intercreditor agreements
      executed by the Administrative Agent in connection with the Dealer
      Receivable Factoring Program, in each case, as the same may be amended,
      restated supplemented or otherwise modified from time to time."

            ""Senior Debt Ratio" means, on any date of determination, the ratio
      of (a)(i) the average of the principal amount of Funded Debt outstanding
      as of the last day of each fiscal quarter for the four fiscal quarter
      period then ended, minus (ii) the amount of Indebtedness outstanding under
      the Existing 2008 Notes, the Convertible Notes, the New Convertible Notes
      and any other New Capital Market Transaction that is contractually
      subordinated to the Obligations as of the last day of the most recent
      fiscal quarter end, to (b) Consolidated EBITDA for the most recent fiscal
      quarter of AGCO for which financial statements have been delivered to the
      Administrative Agent pursuant to Section 6.1(b) and for the three complete
      fiscal quarters of AGCO immediately preceding such fiscal quarter."

            ""Term Loan Maturity Date" means (a) March 31,2008, if prior to such
      date AGCO has not either (x) repurchased the Existing 2008 Notes in
      accordance with Section 7.13 or (y) refinanced the Existing 2008 Notes
      from the Net Cash Proceeds received by AGCO from the issuance of
      securities (i) maturing no earlier than January 1, 2010 and (ii) having a
      priority not greater than the existing priority of the Existing 2008
      Notes, or (b) July 3, 2009, if AGCO has refinanced or repurchased the
      Existing 2008 Notes in accordance with and prior to the date set forth in
      clause (a) of this definition."

                  (c) Amendment to Section 1.1. Section 1.1 of the Credit
Agreement, Certain Defined Terms, is hereby further amended and modified by
inserting the following definitions in appropriative alphabetical order therein:

            ""Canadian Dealer Receivable Factoring Program" means a program of
      sales (without recourse for loss resulting from an account debtor's
      inability to pay) by AGCO Canada of interest bearing Receivables subject
      to the Canadian Securitization to a Finance Company, as more fully set
      forth in the Canadian Dealer Receivable Factoring Program Documents."

            ""Canadian Dealer Receivable Factoring Program Documents" means (a)
      a Repurchased Receivables Purchase Agreement among AGCO Canada, as the
      seller, and AGCO Finance Canada, Ltd., as buyer; (b) a Servicing and
      Support Agreement, dated on or about April 1, 2005 among AGCO, as initial
      servicer, AGCO Finance Canada, Ltd., as purchaser, and (c) all other
      agreements executed in connection with, or in replacement of, the
      foregoing, in each case in form and substance satisfactory to the

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<PAGE>

      Administrative Agent, as the same may be amended, supplemented or modified
      from time to time with the consent of the Administrative Agent."

            ""Convertible Exchange Offer" means an exchange offer whereby AGCO
      will offer to the holders of the Convertible Notes the option to exchange,
      on a dollar for dollar basis, their outstanding Convertible Notes for New
      Convertible Notes, the terms and conditions of which shall be in form and
      substance reasonably acceptable to the Administrative Agent."

            ""Dealer Receivable Factoring Program" means, individually and
      collectively, the Canadian Dealer Receivable Factoring Program and the US
      Dealer Receivable Factoring Program."

            ""Dealer Receivable Factoring Program Documents" means, individually
      and collectively, the US Dealer Receivable Factoring Program Documents and
      the Canadian Dealer Receivable Factoring Program Documents."

            ""New Convertible Note Documents" means the New Convertible Note
      Indenture, the New Convertible Notes and such other documents executed by
      AGCO in connection therewith."

            ""New Convertible Note Indenture" means the Indenture by and among
      AGCO, as issuer, and the New Convertible Note Trustee, as trustee,
      executed in connection with the Convertible Exchange Offer, as amended,
      modified and supplemented from time to time."

            ""New Convertible Notes" means those 1 3/4% Convertible Senior
      Subordinated Notes due 2035 in a principal amount not to exceed U.S.
      $201,250,000 issued by AGCO pursuant to the New Convertible Note
      Indenture."

            ""New Convertible Note Trustee" means SunTrust Bank, in its capacity
      as trustee under the New Convertible Note Indenture, and any successor
      trustee under the New Convertible Note Indenture."

            ""US Dealer Receivable Factoring Program" means a program of sales
      (without recourse for loss resulting from an account debtor's inability to
      pay) by AGCO Funding Corporation of interest bearing Receivables subject
      to the US Securitization to a Finance Company, as more fully set forth in
      the US Dealer Receivable Factoring Program Documents."

            ""US Dealer Receivable Factoring Program Documents" means (a) a
      Repurchased Receivables Purchase Agreement among AGCO Funding

                                       -5-

<PAGE>

      Corporation, as originator, AGCO, as servicer, and AGCO Finance LLC, as
      buyer, (b) a Servicing and Support Agreement, dated on or about April 1,
      2005 among AGCO, as servicer and originator, and AGCO Finance LLC, as
      purchaser, and (c) all other agreements executed in connection with, or in
      replacement of, the foregoing, in each case in form and substance
      satisfactory to the Administrative Agent, as the same may be amended,
      supplemented or modified from time to time with the consent of the
      Administrative Agent."

                  (d) Amendment to Section 2.5. Section 2.5 of the Credit
Agreement, Prepayments and Deposits, is hereby amended and modified by deleting
subsection 2.5(b)(i) in its entirety and by substituting the following in lieu
thereof:

            "(i) If, at any time after the Initial Funding Date, any Borrower
      shall (A) incur any Funded Debt (other than (1) the Obligations, (2)
      Indebtedness under the Bridge Facility or under the New Convertible Notes,
      and (3) Indebtedness permitted under clauses (b), (d), (e), and (g)
      through (j) of Section 7.1) or (B) issue any Stock (other than (1) the
      issuance of Stock to AGCO or any Restricted Subsidiary, (2) the issuance
      of Stock of AGCO to any employee, executive, director or officer under an
      incentive compensation program, (3) the issuance of any Stock of a
      Restricted Subsidiary to directors of such Restricted Subsidiaries to the
      extent the issuance thereof is required by applicable law, and (4) the
      issuance of Stock of AGCO to the extent that the Net Cash Proceeds thereof
      are used substantially concurrently to purchase equity securities of AGCO
      from management, directors or key employees of AGCO or any of its
      Subsidiaries), then one hundred percent (100%) of the Net Cash Proceeds
      received by such Borrower pursuant to clause (A) and seventy-five percent
      (75%) of the Net Cash Proceeds received by such Borrower pursuant to
      clause (B) shall be paid within seven (7) Business Days of receipt thereof
      by such Borrower to the Administrative Agent as a prepayment of the Loans
      (in either case to be applied as set forth in Section 2.5(b)(xii) below).
      Notwithstanding the foregoing, AGCO shall be permitted to retain the Net
      Cash Proceeds from a Stock issuance or an incurrence of Funded Debt
      received at any time after the Initial Funding Date by AGCO to the extent
      such Net Cash Proceeds are concurrently used to repay the Existing 2008
      Notes. In the event AGCO elects to apply Net Cash Proceeds to repay the
      Existing 2008 Notes and such Net Cash Proceeds are from the issuance of
      Stock and incurrence of Funded Debt simultaneously or in a related
      transaction or series of related transactions, the Net Cash Proceeds from
      the Stock issuance shall be deemed to be applied first to the to the
      repayment of the Existing 2008 Notes and the Net Cash Proceeds from the
      Funded Debt incurrence shall be deemed to be applied thereafter to the
      repayment of the Existing 2008 Notes. Nothing in this Section shall
      authorize any Borrower to issue any Stock or incur any Funded Debt except
      as expressly permitted by this Agreement."

                                       -6-

<PAGE>

                  (e) Amendment to Section 2.5. Section 2.5 of the Credit
Agreement, Payments and Deposits, is hereby further amended and modified by
deleting subsection 2.5(b)(iii) in its entirety and by substituting the
following in lieu thereof:

                  "(iii) Intentionally Omitted."

                  (f) Amendment to Section 4.1. Section 4.1 of the Credit
Agreement, Representation and Warranties of Borrowers, is hereby amended and
modified by deleting section (k) thereof in its entirety and by substituting the
following in lieu thereof:

            "(k) Senior Indebtedness. All Borrowings under this Agreement will
      be "Senior Indebtedness," under and as defined in the Convertible Note
      Indenture and the New Convertible Note Indenture. Upon the making of the
      initial Loans hereunder and the delivery of the notice specified in
      Section 3.2(q)(xii) hereof, this Agreement and all Loan Documents shall be
      (i) the "Bank Credit Agreement," as defined in the Existing 2008 Note
      Indenture and the Convertible Note Indenture, and (ii) a "Designated
      Credit Facility", as defined in the New Senior Subordinated Note
      Documents. Upon the completion of the Convertible Exchange Offer, this
      Agreement and all Loan Documents shall be the "Bank Credit Agreement," as
      defined in the New Convertible Note Indenture."

                  (g) Amendment to Section 6.1. Section 6.1 of the Credit
Agreement, Reporting Requirements, is hereby amended and modified by deleting
subsection 6.1 (k) in its entirety and by substituting the following in lieu
thereof:

                  "(k) Creditor Reports. Copies of any statement, notice of
default or other material notice delivered to or received from the applicable
parties under the New Capital Market Transactions, the New Convertible Note
Indenture or the Existing 2008 Note Indenture and, upon request by either Agent
or any Lender, copies of any statement or report furnished to any other holder
of the securities of any Loan Party or of any of its Subsidiaries pursuant to
the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to any other clause
of this Section 6.1."

                  (h) Amendment to Section 7.7. Section 7.7 of the Credit
Agreement, Sales of Assets, is hereby amended and modified by deleting
subsection 7.7(c) in its entirety and by substituting the following in lieu
thereof:

                  "(c) sales of wholesale Receivables (together with the Related
      Assets) invoiced to third parties at addresses located in the United
      States, Canada, and/or Europe under the US Securitization, the Canadian
      Securitization and/or the European Securitization, but only so long as the
      aggregate face amount of Receivables purchased by the purchasers under

                                       -7-

<PAGE>

      such facility and outstanding on any date of determination may not exceed
      U.S. $500,000,000.

                  (i) Amendment to Section 7.7. Section 7.7 of the Credit
Agreement, Sales of Assets, is hereby further amended and modified by deleting
the word "and" at the end of subsection 7.7(g), by replacing the period at the
end of subsection 7.7(h) with "; and", and by inserting the following subsection
7.7(i) immediately following subsection 7.7(h):

                  "(i) sales (without recourse for loss resulting from an
      account debtor's inability to pay) of wholesale Receivables previously
      subject to the Canadian Securitization or the US Securitization (together
      with the Related Assets) under the Dealer Receivable Factoring Program."

                  (j) Amendment to Section 7.13. Section 7.13 of the Credit
Agreement, Prepayment of Indebtedness, is hereby amended and modified by
deleting such Section in its entirety and by substituting the following in lieu
thereof:

            "Section 7.13 Prepayments of Indebtedness. From and after the
      Initial Funding Date, AGCO shall not, and shall not permit its Restricted
      Subsidiaries to, prepay, redeem, defease or purchase in any manner, or
      deposit or set aside funds for the purpose of any of the foregoing, make
      any payment in respect of principal of, or make any payment in respect of
      interest on, any Funded Debt, except AGCO and its Restricted Subsidiaries
      may (a) make regularly scheduled payments of principal or interest
      required in accordance with the terms of the Applicable Capital Market
      Transaction Documents or the terms of the documents evidencing other
      Funded Debt permitted hereunder, (b) prepay Indebtedness pursuant to
      refinancings permitted pursuant to Section 7.1 (c), (c) prepay the
      Existing Capital Market Transactions and the Bridge Facility from the Net
      Cash Proceeds received from the issuance of common stock of AGCO, (d)
      redeem the New Convertible Notes provided that (i) any such redemption is
      mandatory and results from the exercise of a right of conversion by the
      holders of such notes pursuant to the New Convertible Note indenture, and
      (ii) at the time of such redemption, no Default or Event of Default shall
      have occurred and be continuing or would result therefrom, and (e) redeem
      or prepay the Existing 2008 Notes provided that at the time of such
      redemption or prepayment of the Existing 2008 Notes, no Default or Event
      of Default shall have occurred and be continuing or would result
      therefrom."

                  (k) Amendment to Section 7.17. Section 7.17 of the Credit
Agreement, No Notice Under Indentures, is hereby amended and modified by
deleting such Section in its entirety and by substituting the following in lieu
thereof:

                                       -8-

<PAGE>

            "Section 7.17. No Notice Under Indentures. AGCO shall not deliver,
      or permit there to be delivered, to the Existing 2008 Note Trustee under
      the Existing 2008 Note Indenture, the Convertible Note Trustee under the
      Convertible Note Indenture, the New Convertible Note Trustee under the New
      Convertible Note Indenture, or any other trustee under any Applicable
      Capital Market Transaction Documents, any notice that any agreement,
      instrument or document, other than this Agreement and the Loan Documents,
      is the "Bank Credit Agreement" thereunder."

      SECTION 2. Waiver of Prepayment. The Administrative Agent and the Lenders
hereby waive the provisions of Section 2.5(b)(iii) of the Credit Agreement with
respect to any prepayment which may have been required to have been made on
March 31, 2005 in connection with Excess Cash Flow received by Borrowers for the
fiscal year ending December 31, 2004.

      SECTION 3. Consent to Exchange Offer. To the extent required under the
Credit Agreement and pursuant to the terms and conditions set forth in this
Amendment, the Administrative Agent and the Lenders hereby consent to the
Convertible Exchange Offer provided that (i) no Default or Event of Default
shall have occurred and be continuing at the time the Convertible Exchange Offer
is consummated, (ii) the documents governing the Convertible Exchange Offer
shall have terms and conditions consistent with clause (iii) of this Section 3
and otherwise be in form and substance reasonably acceptable to the
Administrative Agent, (iii) the terms and conditions of the New Convertible Note
Documents shall be substantially the same as the terms and conditions of the
Convertible Notes except that the New Convertible Notes may (A) provide upon
conversion of such New Convertible Notes, AGCO would pay the holders thereof
cash equal to the principal amount of their New Convertible Notes and AGCO
common stock for the remainder of the conversion value in excess of the
principal amount, if any, and (B) provide for an increase in the conversion
value upon the occurrence of a change of control and (iv) all Borrowings under
the Credit Agreement will be "Senior Indebtedness" or the equivalent under the
New Convertible Note Documents.

      SECTION 4. Consent to Release of Real Property. To the extent required
under the Credit Agreement and pursuant to the terms and conditions set forth in
this Amendment, the Administrative Agent and the Lenders hereby consent to the
release of the Liens granted to the Administrative Agent by Valtra Holding Oy in
certain Real Property located in Suolahti, Finland (as more fully described on
Exhibit A attached hereto, the "Released Property") for the purpose of
constructing additional building facilities at such location. All documents
evidencing such release shall be in form and substance satisfactory to the
Administrative Agent, and each Lender hereby authorizes the Administrative Agent
to execute and deliver such release documents.

      SECTION 5. Representations and Warranties. Each of AGCO and the other
Borrowers represents and warrants as follows:

                                       -9-

<PAGE>

                  (a) The execution, delivery and performance by each Borrower
of this Amendment and the other transactions contemplated hereby, are within
such Borrower's corporate powers, have been duly authorized by all necessary
corporate action, and do not (i) contravene such Borrower's charter or bylaws;
(ii) violate any Applicable Law (including, without limitation, to the extent
applicable, the Securities Exchange Act of 1934, the Racketeer Influenced and
Corrupt Organizations Chapter of the Organized Crime Control Act of 1970 and any
similar statute); (iii) conflict with or result in the breach of, or constitute
a default under, any contract, loan agreement; indenture, mortgage, deed of
trust, lease or other instrument binding on or affecting any Borrower, any of
its Subsidiaries or any of their properties (including any of the Applicable
Capital Market Transaction Documents); or (iv) except for the Liens created
under the Security Documents, result in or require the creation or imposition of
any Lien upon or with respect to any of the properties of any Borrower or any of
its Subsidiaries;

                  (b) No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or regulatory body or any
other third party (i) is required for the due execution, delivery or performance
by any Borrower of this Amendment and each other Loan Document contemplated
hereby to which it is or is to be a party, or (ii) is required on the date
hereof for the consummation of the transactions contemplated hereby;

                  (c) This Amendment and each other document required to be
delivered by a Borrower hereunder has been duly executed and delivered by each
Borrower thereto, and constitutes the legal, valid and binding obligation of
each Borrower thereto, enforceable against such Borrower in accordance with its
terms;

                  (d) The representations and warranties contained in Article 4
of the Credit Agreement, and in each of the other Loan Documents, are true and
correct on and as of the date hereof as though made on and as of such date;
other than any such representations and warranties that, by their terms,
expressly refer to an earlier date;

                  (e) The Fair Market Value (as defined in Section 7.7(h) of the
Credit Agreement) of the Released Property (as defined above) does not exceed
U.S.$200,000; and

                  (f) After giving effect hereto, no event has occurred and is
continuing which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.

      SECTION 6. Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall be effective as of the date first set forth above when the
Administrative Agent shall have received, in form and substance satisfactory to
it, each of the following:

                  (a) this Amendment, duly executed by the Borrowers, the
Canadian Administrative Agent and the Administrative Agent, and Lender Addenda,
in

                                      -10-
<PAGE>

the form attached hereto, duly executed by all of the Term Loan Lenders and the
Required Lenders;

                  (b) an amendment fee for the account of each Lender that
delivered to the Administrative Agent prior to 5:00 p.m. (New York City time) on
March 18, 2005, such Lender's executed Lender Addenda to this Amendment, in an
amount equal to seven and one-half (7.5) basis points of each such Lender's
Commitment; and

                  (c) the payment of such other fees, and the delivery of such
other documents, instruments, and information, as the Administrative Agent may
reasonably request.

      SECTION 7. Post Closing Deliverables. AGCO shall deliver each of the
following to the Administrative Agent:

                  (a) Prior to the consummation of the Convertible Exchange
Offer, drafts of the New Convertible Note Documents and the documents governing
and related to the Convertible Exchange Offer, each with terms consistent with
Section 3 hereof and otherwise in form and substance reasonably acceptable to
the Administrative Agent; and

                  (b) Within 3 Business Days after the consummation of the
Convertible Exchange Offer, (i) fully executed copies of the New Convertible
Note Documents and the documents governing the Convertible Exchange Offer; each
of which shall be in substantially the same form as the drafts consented to by
the Administrative Agent, with such changes as the Administrative Agent may
approve in its reasonable credit judgment and (ii) upon request of the
Administrative Agent, evidence reasonably satisfactory to the Administrative
Agent that the Credit Agreement and the Loan Documents are the "Bank Credit
Agreement" under the New Convertible Note Documents.

                  (c) Within 3 Business Days after the closing of the Canadian
Dealer Receivable Factoring Program and the US Dealer Receivable Factoring
Program, fully executed copies of the Canadian Dealer Receivable Factoring
Program Documents and the US Dealer Receivable Factoring Program Documents,
respectively, each of which shall be in substantially the same form as the
drafts consented to by the Administrative Agent, with such changes as the
Administrative Agent may approve in its reasonable credit judgment.

      SECTION 8. Reference to and Effect on the Credit Agreement. Upon the
effectiveness of this Amendment as set forth in Section 6 hereof, 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, and each reference in the
Notes and the other Loan

                                      -11-
<PAGE>

Documents to the Credit Agreement shall mean and be a reference to the Credit
Agreement as amended hereby.

      SECTION 9. Reaffirmation of Guaranty. By executing this Amendment, each
Guarantor hereby acknowledges, consents and agrees that all of its obligations
and liability under the Guaranty Agreements to which it is a party remain in
full force and effect, and that the execution and delivery of this Amendment and
any and all documents executed in connection therewith shall not alter, amend,
reduce or modify its obligations and liability under such Guaranty Agreements or
any of the other Loan Documents to which it is a party.

      SECTION 10. Authorization. The Agents, the Lenders and each Issuing Bank
hereby authorize the Administrative Agent to (i) amend, restate, supplement or
otherwise modify the existing Securitization Intercreditor Agreements or (ii)
enter into one or more new intercreditor agreements by and among AGCO, certain
of AGCO's Subsidiaries, Rabobank, in its capacity as Administrative Agent,
Rabobank, in its capacity as agent under the Canadian Securitization and/or the
US Securitization, and Rabobank, in its capacity as agent under a Dealer
Receivable Factoring Program, in each case in connection with the Dealer
Receivable Factoring Program and on substantially the same terms as the existing
Securitization Intercreditor Agreements.

      SECTION 11. Costs, Expenses and Taxes. The Borrowers agree, jointly and
severally, to pay on demand all costs and expenses of the Administrative Agent
in connection with the preparation, execution and delivery of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the fees and expenses of counsel for the Administrative
Agent with respect thereto).

      SECTION 12. No Other Amendments. Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agents or the Lenders under the
Credit Agreement, or any of the other Loan Documents, nor constitute a waiver of
any provision of the Credit Agreement or any of the other Loan Documents. Except
for the amendments set forth above, the text of the Credit Agreement and all
other Loan Documents shall remain unchanged and in full force and effect and the
Borrowers hereby ratify and confirm their respective obligations thereunder.
This Amendment shall not constitute a modification of the Credit Agreement or a
course of dealing with the Administrative Agent at variance with the Credit
Agreement such as to require further notice by the Administrative Agent to
require strict compliance with the terms of the Credit Agreement and the other
Loan Documents in the future, except as expressly set forth herein. The
Borrowers acknowledge and expressly agree that the Agents and the Lenders
reserve the right to, and do in fact, require strict compliance with all terms
and provisions of the Credit Agreement and the other Loan Documents (in each
case as amended hereby).

      SECTION 13. Execution in Counterparts. This Amendment may be executed in
any number of counterparts, each of which when so executed and delivered shall
be

                                      -12-
<PAGE>

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
transmission or via email transmission of an Adobe portable document format file
(also known as a "PDF File") shall be as effective as delivery of a manually
executed counterpart hereof.

      SECTION 14. Delivery of Lender Addenda. Each Lender executing this
Amendment shall do so by delivering to the Administrative Agent a Lender
Addendum, substantially in the form of Annex I attached hereto, duly executed by
such Lender.

      SECTION 15. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws (without giving effect to the conflicts
of laws principles thereof) of the State of New York.

      SECTION 16. Final Agreement. This Amendment represents the final agreement
between the Borrowers, the Administrative Agent, the Canadian Administrative
Agent and the Lenders as to the subject matter hereof and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties. The
Amendment shall constitute a Loan Document for all purposes.

              [The remainder of the page is intentionally blank.]

                                      -13-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duty authorized, as of the date
first above written.

BORROWERS:

                                   AGCO CORPORATION

                                   BY:/s/ [ILLEGIBLE]
                                      -----------------------------
                                   Title: SVP. & GENERAL COUNSEL

                                   AGCO CANADA, LTD.

                                   By: /s/ [ILLEGIBLE]
                                       -----------------------------
                                   Title: VP

                                   AGCO LIMITED

                                   By: /s/ [ILLEGIBLE]
                                       -----------------------------
                                   Title: DIRECTOR

                                   AGCO INTERNATIONAL LIMITED

                                   By: /s/ [ILLEGIBLE]
                                       -------------------------
                                   Title: DIRECTOR

                                   AGCO HOLDING B. V.

                                   By: /s/ [ILLEGIBLE]
                                       --------------------------
                                   Title: DIRECTOR

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                       Third Amendment to Credit Agreement
                                 Signature Page 1

<PAGE>

                                   AGCO DEUTSCHLAND HOLDING
                                   LIMITED & CO, KG

                                   By: /s/ [ILLEGIBLE]
                                       ---------------------------
                                   Title: DIRECTOR

                                   By: /s/ [ILLEGIBLE]
                                       ---------------------------
                                   Title:
                                          ------------------------

                                   VALTRA HOLDING OY

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------------
                                   Title: DIRECTOR

GUARANTORS:                        RM2379
                                   VERMOGENS VERWALTUNGS GMBH

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------------
                                   Title: DIRECTOR

                                   AGCO VERTRIEBS GMBH

                                   By: /s/ [ILLEGIBLE]
                                       --------------------------
                                   Title: DIRECTOR

                       Third Amendment to Credit Agreement
                                 Signature Page 2

<PAGE>

                                   AGCO GMBH AND CO.

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------------
                                   Title: DIRECTOR

                                   AGCO VERWALTUNGS GMBH

                                   By: /s/ [ILLEGIBLE]
                                       -----------------------
                                   Title: DIRECTOR

                                   AGCO GMBH

                                   By: /s/ [ILLEGIBLE]
                                       -----------------------
                                   Title: DIRECTOR

                                   AGCO FRANCE S. A.

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------
                                   Title: DIRECTOR

                                   AGCO S. A.

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------
                                   TITLE: DIRECTOR

                       Third Amendment to Credit Agreement
                                 Signature Page 3

<PAGE>

                                   VALTRA TRACTEURS FRANCE S. A. S.

                                   By: /s/ [ILLEGIBLE]
                                       ------------------------
                                   Title: DIRECTOR

                                   VALTRA INTERNATIONAL B. V.

                                   By: /s/ [ILLEGIBLE]
                                       -------------------------
                                   Title: DIRECTOR

                                   MASSEY FERGUSON CORP.

                                   By: /s/ [ILLEGIBLE]
                                       -------------------------
                                   Title: VP.

                                   AGCO EQUIPMENT COMPANY

                                   BY: /s/ [ILLEGIBLE]
                                       ------------------------
                                   Title: VP

                                   VALTRA USA, INC.

                                   BY: /s/ [ILLEGIBLE]
                                       ------------------------
                                   TITLE: VP

                       Third Amendment to Credit Agreement
                                 Signature Page 4

<PAGE>

                                   SUNFLOWER MANUFACTURING COMPANY, INC.

                                   By: /s/ [ILLEGIBLE]
                                       -------------------
                                   Title: VP

                                   AGCO ACCEPTANCE CORPORATION

                                   By: /s/ [ILLEGIBLE]
                                       -------------------
                                   Title: VP

                                   AGCO MANUFACTURING LTD.

                                   By: /s/ [ILLEGIBLE]
                                       -------------------
                                   Title: DIRECTOR

                                   AGCO SERVICES LTD.

                                   By: /s/ [ILLEGIBLE]
                                       -------------------
                                   Title: DIRECTOR

                                   VALTRA VUOKRAUS OY

                                   By: /s/ [ILLEGIBLE]
                                       ---------------------
                                   Title: DIRECTOR

                       Third Amendment to Credit Agreement
                                 Signature Page 5

<PAGE>

                                   AGCO DO BRASIL COMERCIA E INDUSTRIA LTDA.

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------
                                   Title: DIRECTOR

                                   VALTRA DO BRASIL LTDA.

                                   By: /s/ [ILLEGIBLE]
                                       ----------------------
                                   Title: DIRECTOR

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                       Third Amendment to Credit Agreement
                                 Signature Page 6

<PAGE>

AGENTS, ISSUING BANKS              COOPERATIEVE CENTRALE RAIFFEISEN-
AND SWING LINE BANK:               BOERENLEENBANK, B.A., "RABOBANK,
                                   NEDERLAND," NEW YORK BRANCH, as
                                   Administrative Agent and Multi-Currency
                                   Issuing Bank

                                   By: /s/ Betty H. Mills
                                       ----------------------
                                          Betty H. Mills
                                   Title: Executive Director

                                   By: /s/ Rebecca O. Morrow
                                       --------------------------
                                           Rebecca O. Morrow
                                   Title: Executive Director

                                   COOPERATIEVE CENTRALE RAIFFEISEN-
                                   BOERENLEENBANK B.A., "RABOBANK,
                                   NEDERLAND," CANADIAN BRANCH, as
                                   Canadian Administrative Agent and Canadian
                                   Issuing Bank

                                   By: _________________________________

                                   Title: ______________________________

                                   By: _________________________________

                                   Title: _______________________________


LENDERS:                           See each Leder Addendum attached hereto

                       Third Amendment to Credit Agreement
                                 Signature Page 7

<PAGE>

AGENTS, ISSUING BANKS AND SWING    COOPERATIEVE CENTRALE RAIFFEISEN-
LINE BANK:                         BOERENLEENBANK B.A.,"RABOBANK
                                   NEDERLAND,"NEW YORK BRANCH, as
                                   Administrative Agent and Multi-Currency
                                   Issuing Bank

                                   By: _____________________________

                                   Title: __________________________

                                   By: _____________________________

                                   Title: __________________________

                                   COOPERATIEVE CENTRALE RAIFFEISEN-
                                   BOERENLEENBANK B.A., "RABOBANK
                                   NEDERLAND," CANADIAN BRANCH, as
                                   Canadian Administrative Agent and Canadian
                                   Issuing Bank

                                   By: /s/ Andrew Chewpa
                                       ------------------------
                                           Andrew Chewpa
                                   Title: Executive Director

                                   By: /s/ Craig Squires
                                       ------------------------
                                           Craig Squires
                                   Title: Vice President

LENDERS:                           See each Lender Addendum attached hereto

                       Third Amendment to Credit Agreement
                                 Signature Page 7

<PAGE>

                                    EXHIBIT A
                        DESCRIPTION OF RELEASED PROPERTY

That certain unseparated 1.200m2 parcel from the parcel Register Number
774-7-1-1 located in Suolahti, Finland, as more fully described on the attached
map.

<PAGE>

                                     [MAP]

<PAGE>

                                  [FLOOR PLAN]