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                                                                    EXHIBIT 10.3

                                 AMENDMENT NO. 1

                           Dated as of April 14, 2004

                                       to

                         RECEIVABLES PURCHASE AGREEMENT

                            Dated as of June 26, 2001

                  THIS AMENDMENT NO. 1, dated as of April 14, 2004 (this
"Amendment"), is entered into by and among AGCO CANADA, LTD., as seller (the
"Seller"), AGCO CORPORATION ("AGCO"), as servicer (in such capacity, the
"Servicer"), NIEUW AMSTERDAM RECEIVABLES CORPORATION ("Nieuw Amsterdam") and
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL",
NEW YORK BRANCH ("Rabobank International"), as an Administrator and as the Agent
and Custodian.

                             PRELIMINARY STATEMENTS

                  A.       The Seller, the Servicer, Nieuw Amsterdam and
Rabobank International (as an Administrator and as the Agent and Custodian) are
parties to that certain Receivables Purchase Agreement, dated as of June 26,
2001 (as amended prior to the date hereof, the "Receivables Purchase
Agreement"). Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Receivables Purchase Agreement.

                  B.       The parties hereto have agreed to amend the
Receivables Purchase Agreement on the terms and conditions hereinafter set
forth.

                  NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

                  SECTION 1. Amendments. Subject to the satisfaction of the
conditions precedent set forth in Section 2 below, the Receivables Purchase
Agreement is hereby amended as follows:

                  1.01. Section 1.01 is hereby amended by adding the following
defined terms in their proper alphabetical sequence:

                           "Asset Report" means a Monthly Report or a Weekly
                  Report.

                           "Weekly Report" means a report, in substantially the
                  form of Exhibit I hereto, furnished by the Servicer to the
                  Agent pursuant to Section 9.05.

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                  1.02. The definition "Carrying Cost Reserve Percentage" in
Section 1.01 is hereby amended to read in its entirety as follows:

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

                  1.5 * (3 Month LIBOR - Average Interest Yield + 3.0%) *
                  DSO/365

                  where

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

                           Average Interest

                             Yield       = The lesser of (a) 2.5% and (b) the
                                           average Interest Yield for the three
                                           calendar month period then most
                                           recently ended. As used herein,
                                           "Interest Yield" means, with respect
                                           to any calendar month, the annualized
                                           percentage equivalent of a fraction,
                                           the numerator of which is the
                                           aggregate amount of Collections of
                                           interest received by the Servicer in
                                           respect of the Dealer Receivables
                                           during such calendar month, and the
                                           denominator of which is equal to the
                                           aggregate Outstanding Balance of all
                                           Dealer Receivables as of the last day
                                           of the immediately preceding calendar
                                           month.

                           DSO           = The product of (i) 270, times (ii) a
                                           fraction, the numerator of which is
                                           equal to the aggregate Outstanding
                                           Balance of all Dealer Receivables as
                                           of the last day of the calendar month
                                           most recently ended on or prior to
                                           the date of determination, and the
                                           denominator of which is equal to the
                                           aggregate Outstanding Balance of all
                                           Dealer Receivables arising during the
                                           nine calendar month period then most
                                           recently ended on or prior to such
                                           date.

                  1.03. The definition "Credit Enhancement" in Section 1.01 is
hereby amended to read in its entirety as follows:

                           "Credit Enhancement" means, as of any date of
                  determination, the product of (a) the Net Eligible Receivables
                  Balance, times (b) the greater of (i) the Dynamic Reserve
                  Percentage and (ii) the percentage set forth

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                  below opposite the long-term senior unsecured debt rating of
                  AGCO as of such date (determined based on the lower of the
                  ratings assigned by Moody' or S&P).

<TABLE>
<CAPTION>
            Moody's                       S&P                Percentage
-------------------------------   ---------------------      ----------
<S>                               <C>                        <C>
         Ba3 or higher                BB- or higher              17%
               B1                          B+                    19%
               B2                          B                     27%
B3 or lower or rating withdrawn   B- or lower or rating          37%
                                       withdrawn
</TABLE>

                  1.04. Paragraphs (k) and (l) of the definition "Eligible
Receivable" in Section 1.01 are hereby amended to read in their entirety as
follows:

                           (k) such Dealer Receivable is required to be paid in
                  full within twenty-four (24) months of the date such Dealer
                  Receivable arises,

                           (l) the Dealer Agreement under which such Dealer
                  Receivable arises provides for interest to accrue on the
                  Outstanding Balance of such Dealer Receivables prior to its
                  final due date at a rate per annum equal to or greater than
                  the rate of interest published in the New York edition of The
                  Wall Street Journal as the prime rate (or, if such rate is not
                  so published, the rate of interest publicly announced by the
                  Agent as its prime or reference rate) plus 2%; provided, that
                  Dealer Receivables which satisfy all criteria in this
                  definition other than this paragraph (l) may be treated as
                  Eligible Receivables hereunder so long as the aggregate
                  outstanding Balance of such Dealer Receivables does not exceed
                  20% of the aggregate Outstanding Balance of all Dealer
                  Receivables;

                  1.05. The definition "Eligible Receivable" is hereby amended
by deleting the word "and" at the end of paragraph (r), relettering paragraph
(s) as paragraph (t) and inserting a new paragraph (s) as follows:

                           (s) the Obligor of such Receivable does not have
                  Delinquent Receivables that in the aggregate exceed 35% of the
                  Outstanding Balance of all Receivables due from such Obligor,
                  and

                  1.06. The definition "Maximum Program Amount" is hereby
amended to read in its entirety as follows:

                           "Maximum Program Amount" means $70,000,000.

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                  1.07. The definition "Termination Date" in Section 1.01 is
hereby amended by deleting the date "June 25, 2006" contained therein and
substituting in replacement thereof the date "April 8, 2009".

                  1.08. Clause (a) of Section 7.02 is hereby amended by deleting
the words "Monthly Reports" contained therein and substituting in replacement
thereof the words "Asset Reports".

                  1.09. The first sentence of Section 9.05 is hereby amended in
its entirety to read as follows:

                           The Servicer shall prepare and forward to each
                  Administrator (i) on each Reporting Date and at such times as
                  any Administrator shall reasonably request, a duly completed
                  Monthly Report containing information accurate as of the last
                  day of the calendar month then most recently ended and (ii) if
                  the long-term senior unsecured debt rating of AGCO is lower
                  than Ba3 by Moody's or lower than BB- by S&P, on Tuesday (or,
                  if such day is not a Business Day, the next succeeding
                  Business Day) of each calendar week a duly completed Weekly
                  Report containing information accurate as of the last day of
                  the calendar week then most recently ended.

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

                           (g) [Intentionally Omitted];

                  1.11. A new Exhibit I in the form of Annex 1 is hereby added
to the Receivables Purchase Agreement and the Table of Contents is hereby
amended by adding the following to the end of the EXHIBITS:

                           Exhibit I Form of Weekly Report

                  SECTION 2. Condition Precedent. This Amendment shall become
effective as of the date (the "Effective Date") on which (i) Rabobank
International shall have received a copy of this Amendment duly executed by each
of the parties hereto and (ii) payment has been made of all fees required to be
paid pursuant to any fee letters entered into in connection with the
transactions contemplated by this Amendment.

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

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

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                  3.02. Each of the Seller and the Servicer hereby represents
and warrants that (i) this Amendment constitutes the legal, valid and binding
obligation of such party, enforceable against such party in accordance with its
terms except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and (ii) upon
the effectiveness of this Amendment, no event or circumstance has occurred and
is continuing which constitutes an Early Amortization Event or which, with the
giving of notice of the lapse of time, or both, would constitute an Early
Amortization Event.

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

                  4.01. Upon the effectiveness of this Amendment, each reference
in the Receivables Purchase Agreement to "this Agreement," "hereunder,"
"hereof," "herein," "hereby" or words of like import shall mean and be a
reference to the Receivables Purchase Agreement as amended hereby, and each
reference to the Receivables Purchase Agreement in any other document,
instrument and agreement executed and/or delivered in connection with the
Receivables Purchase Agreement shall mean and be a reference to the Receivables
Purchase Agreement as amended hereby.

                  4.02. Except as specifically amended hereby, the Receivables
Purchase Agreement, the other Transaction Documents and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.

                  4.03. Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Purchaser, the Administrator or the Agent
under the Receivables Purchase Agreement, the Transaction Documents or any other
document, instrument, or agreement executed in connection therewith, nor
constitute a waiver of any provision contained therein.

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

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

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                  SECTION 7. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of a signature page hereto by facsimile
shall be deemed as effective as delivery of an original executed signature page
hereto.

                  SECTION 8. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

                                 AGCO CANADA, LTD

                                 By: -s- DAVID K WILLIAMS
                                     -------------------------------------
                                     Name: DAVID K WILLIAMS
                                     Title: VP-TREASURER

                                 AGCO CORPORATION

                                 By: -s- DAVID K WILLIAMS
                                     -------------------------------
                                     Name: DAVID K. WILLIAMS
                                     Title: VP-TREASURER

                                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                                    B.A., "RABOBANK INTERNATIONAL", NEW YORK
                                    BRANCH, as an Administrator and as the
                                    Agent and Custodian

                                 By: -s- James Han
                                     -----------------------------------
                                     Name:  James Han
                                     Title: Vice President

                                 By: -s- Brett Delfino
                                     -----------------------------------
                                     Name: Brett Delfino
                                     Title: Executive Director

                                 NIEUW AMSTERDAM RECEIVABLES
                                     CORPORATION, as a Purchaser

                                 By: -s- Tony Wong
                                     -----------------------------------
                                     Name: Tony Wong
                                     Title: Vice President

                                       S-1