<PAGE>   1

                                                                   EXHIBIT 10.12

                                                                  EXECUTION COPY


--------------------------------------------------------------------------------




                         RECEIVABLES PURCHASE AGREEMENT


                          dated as of January 27, 2000


                                      among

                            AGCO FUNDING CORPORATION,
                                   as Seller,

                                AGCO CORPORATION,
                                  as Servicer,

                       THE CONDUIT PURCHASERS PARTY HERETO

                      THE COMMITTED PURCHASERS PARTY HERETO

                         THE ADMINISTRATORS PARTY HERETO


                                       and

              COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
                   "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                                    as Agent



--------------------------------------------------------------------------------


<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>

<S>                                                                                                     <C>
PRELIMINARY STATEMENTS
ARTICLE I         DEFINITIONS............................................................................2
         Section 1.01.     Certain Defined Terms.........................................................2
         Section 1.02.     Other Terms..................................................................19

ARTICLE II        PURCHASE FACILITY.....................................................................20
         Section 2.01.     Purchase Facility............................................................20
         Section 2.02.     Incremental Purchases........................................................20
         Section 2.03.     Reinvestment Purchases.......................................................21
         Section 2.04.     Investment Reductions and Reductions in Maximum Program
                           Amount.......................................................................21
         Section 2.05.     Maximum Ownership Interests..................................................21

ARTICLE III       PAYMENTS AND COLLECTIONS..............................................................22
         Section 3.01.     Unpaid Obligations...........................................................22
         Section 3.02.     Collections Received by Seller; Deemed Collections...........................22
         Section 3.03.     Collections Prior to Termination Date........................................23
         Section 3.04.     Collections Following Termination Date.......................................23
         Section 3.05.     Application of Collections...................................................23
         Section 3.06.     Payment Requirements.........................................................24
         Section 3.07.     Collection Account...........................................................24
         Section 3.08.     Payment Rescission...........................................................25

ARTICLE IV        YIELD AND FEES........................................................................25
         Section 4.01.     Yield Payments...............................................................25
         Section 4.02.     Suspension of the Adjusted Eurodollar Rate...................................25
         Section 4.03.     Fees.........................................................................25
         Section 4.04.     Break Costs..................................................................26

ARTICLE V         REPRESENTATIONS AND WARRANTIES........................................................26
         Section 5.01.     Representations and Warranties of the Seller.................................26
         Section 5.02.     Representations and Warranties of the Servicer...............................29
         Section 5.03.     Representations and Warranties of the Purchasers.............................31

ARTICLE VI        CONDITIONS OF PURCHASES...............................................................32
         Section 6.01.     Conditions Precedent to Initial Purchase.....................................32
         Section 6.02.     Conditions Precedent to All Purchases and Reinvestment
                           Purchases....................................................................32

ARTICLE VII       COVENANTS.............................................................................33
         Section 7.01.     Affirmative Covenants of the Seller..........................................33
         Section 7.02.     Negative Covenants of the Seller.............................................39
         Section 7.03.     Affirmative Covenants of the Servicer........................................41
         Section 7.04.     Negative Covenants of the Servicer...........................................44

ARTICLE VIII      ADMINISTRATION AND COLLECTION.........................................................44
         Section 8.01.     Designation of Servicer......................................................44
         Section 8.02.     Duties of Servicer...........................................................45
         Section 8.03.     Collection Notices...........................................................46
         Section 8.04.     Responsibilities of the Seller...............................................47
</TABLE>



<PAGE>   3

<TABLE>
<S>                                                                                                     <C>
         Section 8.05.     Reports and Other Information................................................47
         Section 8.06.     Servicer Fees................................................................47
         Section 8.07.     Servicer Defaults............................................................48

ARTICLE IX        EARLY AMORTIZATION EVENTS.............................................................49
         Section 9.01.     Early Amortization Events....................................................50
         Section 9.02.     Remedies.....................................................................51

ARTICLE X         INDEMNIFICATION.......................................................................51
         Section 10.01.    Indemnities..................................................................51
         Section 10.02.    Increased Cost and Reduced Return............................................55
         Section 10.03.    Taxes........................................................................57
         Section 10.04.    Other Costs and Expenses.....................................................58

ARTICLE XI        THE AGENT AND THE ADMINISTRATORS......................................................59
         Section 11.01.    Authorization and Action of Agent............................................59
         Section 11.02.    Agents' Reliance, Etc........................................................59
         Section 11.03.    Rabobank and Affiliates......................................................60
         Section 11.04.    Purchaser Credit Decision....................................................60
         Section 11.05.    Indemnification..............................................................60
         Section 11.06.    Successor Agent..............................................................61
         Section 11.07.    Authorization and Action of Administrator....................................61

ARTICLE XII       ASSIGNMENTS; PARTICIPATIONS; ADDITIONAL RELATED GROUPS................................62
         Section 12.01.    Assignments and Participations...............................................62
         Section 12.02.    Additional Related Groups....................................................64

ARTICLE XIII      MISCELLANEOUS.........................................................................65
         Section 13.01.    Waivers and Amendments.......................................................65
         Section 13.02.    Notices......................................................................66
         Section 13.03.    Ratable Payments.............................................................66
         Section 13.04.    Protection of Ownership Interests of the Purchasers..........................67
         Section 13.05.    Confidentiality..............................................................67
         Section 13.06.    Bankruptcy Petition..........................................................68
         Section 13.07.    Limitation of Liability......................................................69
         Section 13.08.    GOVERNING LAW; CONSENT TO JURISDICTION;
                           WAIVER OF OBJECTION TO VENUE.................................................69
         Section 13.09.    WAIVER OF JURY TRIAL.........................................................69
         Section 13.10.    Integration; Binding Effect; Survival of Terms...............................69
         Section 13.11.    Counterparts; Severability; Section References...............................70
         Section 13.12.    Roles........................................................................70
         Section 13.13.    Characterization; Grant of Security Interest.................................70
</TABLE>



                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>               <C>
Exhibit A-1       Form of Monthly Report
Exhibit A-2       Form of Weekly Report
Exhibit B         Form of Deposit Account Agreement
Exhibit C         Form of Investment Letter
Exhibit D         Form of Purchase Notice
Exhibit E         Form of Compliance Certificate
Exhibit F         Form of Assignment Agreement
Exhibit G         Form of Dealer Agreement


<CAPTION>
<S>               <C>
SCHEDULES
---------
Schedule I        List of Deposit Accounts and Deposit Account Banks
Schedule II       Special Concentration Limits
Schedule III      Principal Place of Business of Seller; Locations of Records; Federal Employer Identification
                  Number of Seller
Schedule IV       List of Closing Documents
</TABLE>



                                      iii



<PAGE>   5

         This RECEIVABLES PURCHASE AGREEMENT is entered into as of January 27,
2000 among:

         (1) AGCO FUNDING CORPORATION, a Delaware corporation, as the Seller,

         (2) AGCO CORPORATION, a Delaware corporation, as initial Servicer,

         (3) THE CONDUIT PURCHASERS party hereto,

         (4) THE COMMITTED PURCHASERS party hereto,

         (5) THE ADMINISTRATORS party hereto, and

         (6) COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL" NEW YORK BRANCH, as Agent.

                             PRELIMINARY STATEMENTS

         WHEREAS, the Seller has entered into the Originator Sale Agreement,
pursuant to which the Originator has agreed to sell, transfer and assign to the
Seller from time to time the Dealer Receivables and Related Security with
respect thereto on the terms and subject to the conditions set forth therein;

         WHEREAS, the Seller desires to transfer and assign Ownership Interests
in the Dealer Receivables and Related Security with respect thereto to the
Purchasers from time to time;

         WHEREAS, each Conduit Purchaser may, in its absolute and sole
discretion, purchase Ownership Interests from the Seller from time to time, and
in the event that a Conduit Purchaser declines to make any purchase, the
Committed Purchasers in the relevant Related Group shall, at the request of the
Seller, purchase Ownership Interests from time to time;

         WHEREAS, each Administrator has been requested and is willing to act on
behalf of the Purchasers in its Related Group in accordance with the terms
hereof; and

         WHEREAS, Rabobank has been requested and is willing to act as the Agent
on behalf of the Purchasers in accordance with the terms hereof;

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



<PAGE>   6

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

         "Adjusted Eurodollar Rate" means for any period, a rate per annum equal
to the sum of (a) 1.50%, and (b) the quotient of (i) LIBOR for such period,
divided by (ii) a number equal to 1.00 minus the Eurodollar Reserve Percentage,
if applicable. The Adjusted Eurodollar Rate shall be determined by the Agent and
shall be rounded upward, if necessary, to the nearest 1/100th of 1%.

         "Administrator" means (i) with respect to the Related Group that
includes NARCO, Rabobank in its capacity as administrator for such Related Group
hereunder, and any successor thereto in such capacity and (ii) with respect to
any other Related Group that may become party hereto pursuant to Section 12.02,
the Person designated as such in the relevant Joinder Agreement, and any
successor thereto in such capacity.

         "Administrator Agreement" means an agreement between an Administrator
and the members of its Related Group relating to the performance of such
Administrator's duties hereunder.

         "Adverse Claim" means a lien, security interest, charge, encumbrance,
or other right or claim in, of or on any Person's assets or properties in favor
of any other Person.

         "Affected Party" means a Purchaser, a Conduit Funding Source or any of
their respective Affiliates.

         "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person or any Subsidiary of such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

         "AGCO" means AGCO Corporation, a Delaware corporation, and any
successor thereto.

         "Agent" means Rabobank in its capacity as agent for the Purchasers
hereunder, and any successor thereto in such capacity.

         "Agreement" means this Receivables Purchase Agreement, as it may be
amended, restated, supplemented or modified and in effect from time to time.



                                      -2-

<PAGE>   7

         "Alternative Rate" means the Adjusted Eurodollar Rate, provided,
however, that the "Alternative Rate" shall be equal to the Base Rate (i) for any
Settlement Period not equal to a month, (ii) with respect to any portion of
Investment which is not outstanding during an entire Settlement Period or which
does not accrue Yield at the Alternative Rate for an entire Settlement Period,
(iii) at any time when the Adjusted Eurodollar Rate has been suspended as
provided in Section 4.02 and (iv) for any Settlement Period for which the Seller
so elects by delivery of a written notice to such effect to the Agent and each
Administrator not later than the third Business Day prior to the commencement of
such Settlement Period.

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

         "Assignment Agreement" has the meaning set forth in Section 12.01(c).

         "Authorized Officer" shall mean, with respect to the Seller or the
Servicer, its respective corporate controller, treasurer or chief financial
officer.

         "Base Rate" means, on any date, a fluctuating rate of interest per
annum equal to the higher of (a) the Prime Rate and (b) the Federal Funds Rate +
0.50%.

         "Business Day" means any day on which banks are not authorized or
required to close in New York, New York and, if the applicable Business Day
relates to any computation or payment to be made with respect to the Adjusted
Eurodollar Rate, any day on which dealings in dollar deposits are carried on in
the London interbank market.

         "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.



                                      -3-
<PAGE>   8

      DSO                        =  The product of (i) 182, 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 six calendar
                                    month period then most recently ended on or
                                    prior to such date.

         "Cash Control Event" means the occurrence of either of the following
events: (i) the Servicer's long-term senior unsecured debt shall be rated Ba3 or
lower by Moody's or BB- or lower by S&P or (ii) any Early Amortization Event.

         "Charged-Off Receivable" means a Receivable, (i) as to which the
Obligor has taken any action, or suffered any event to occur, of the type
described in Section 9.01(e) or (ii) which, consistent with the Credit and
Collection Policy, would be written off the Seller's or the Originator's books
as uncollectible.

         "Collection Account" means the account maintained in the name of
Servicer at the Collection Account Bank having the account no. 81886-0067, or
any new collection account established by the Servicer pursuant to Section 3.07.

         "Collection Account Bank" means Bank of America, N.A. or, if the
Servicer establishes any new Collection Account pursuant to Section 3.07, the
Eligible Bank at which such account is established.

         "Collection Notice" means a notice, in substantially the form of Annex
A to Exhibit B, from the Agent to a Deposit Account Bank.

         "Collections" means, with respect to any Dealer Receivable, all cash
collections and other cash proceeds in respect of such Dealer Receivable,
including, without limitation, all yield, finance charges or other related
amounts accruing in respect thereof, all cash proceeds of Related Security with
respect to such Dealer Receivable and all Deemed Collections with respect to
such Dealer Receivable. Without limiting the generality of the foregoing, it is
understood and agreed that Collections shall include all amounts received
(including insurance proceeds, if any) with respect to Dealer Receivables which
have previously become Defaulted Receivables or Charged-Off Receivables.

         "Commercial Paper Notes" means the short-term promissory notes issued
by a Conduit Purchaser having an original maturity of 270 days or less
(including the date of issuance thereof).

         "Commitment" means, for each Committed Purchaser, the amount set forth
opposite the name of such Committed Purchaser under the heading "Commitment" on
the



                                      -4-
<PAGE>   9

signature page to this Agreement or the Assignment Agreement or Joinder
Agreement pursuant to which it became a party hereto, as such amount may be
modified with the written consent of such Committed Purchaser in accordance with
the terms hereof.

         "Committed Purchasers" means each Person identified on the signature
pages hereof as a "Committed Purchaser" and each other Person that may become a
party hereto as a "Committed Purchaser" pursuant to Section 12.02, together in
each case with their respective successors and assigns.

         "Commitment Termination Date" means January 25, 2001 or such later date
as may be agreed in writing from time to time by the Seller, each Committed
Purchaser, each Administrator and the Agent.

         "Conduit Funding Agreement" means any agreement or instrument executed
by any Conduit Funding Source with or for the benefit of a Conduit Purchaser
pursuant to which such Conduit Funding Source provides liquidity, credit
enhancement or back-up purchase support or facilities to such Conduit Purchaser.

         "Conduit Funding Source" means any bank, insurance company or other
funding entity providing liquidity, credit enhancement or back-up purchase
support or facilities to a Conduit Purchaser.

         "Conduit Purchaser" means NARCO or any other Person that may become a
party hereto as a "Conduit Purchaser" pursuant to a Joinder Agreement as
described in Section 12.02, together in each case with their respective
successors and assigns.

         "Contract" means, with respect to any Dealer Receivable, any and all
instruments, agreements, invoices or other writings pursuant to which such
Dealer Receivable arises or which evidences such Dealer Receivable, including,
without limitation, any related Dealer Agreement.

         "CP Rate" means, with respect to any Conduit Purchaser for any period,
the per annum rate equivalent to the weighted average of the per annum rates
paid or payable by such Conduit Purchaser from time to time as interest on
Commercial Paper Notes (by means of interest rate hedges or otherwise and taking
into consideration any incremental carrying costs associated with Commercial
Paper Notes issued by such Conduit Purchaser maturing on dates other than those
certain dates on which such Conduit Purchaser is to receive funds) in respect of
Commercial Paper Notes issued by such Conduit Purchaser that are allocated, in
whole or in part, by the related Administrator (on behalf of such Conduit
Purchaser) to fund or maintain the Investment of such Conduit Purchaser during
such period, as determined by the related Administrator (on behalf of such
Conduit Purchaser) and reported to the Seller and the Servicer, which rates
shall reflect and give effect to (i) the commissions of placement agents and
dealers in respect of such Commercial Paper Notes, to the extent such
commissions are reasonably allocated, in whole or in part, to such Commercial
Paper Notes by the related Administrator (on behalf of such Conduit Purchaser)
and (ii) other borrowings by such Conduit Purchaser,



                                      -5-
<PAGE>   10

including, without limitation, borrowings to fund small or odd dollar amounts
that are not easily accommodated in the commercial paper market; provided that
if any component of such rate is a discount rate, in calculating the CP Rate the
related Administrator shall for such component use the rate resulting from
converting such discount rate to an interest bearing equivalent rate per annum;
and provided further that any Conduit Purchaser which becomes a party hereto
pursuant to Section 12.02 may specify a different "CP Rate" in the relevant
Joinder Agreement, in which case the term "CP Rate", when used in reference to
such Conduit Purchaser, shall have the meaning assigned to such term in such
Joinder Agreement.

         "Credit and Collection Policy" means the Servicer's credit and
collection policies and practices relating to Contracts, Dealer Receivables and
Related Security existing on the date hereof, as modified from time to time in
accordance with Section 7.04(b).

         "Credit Enhancement" means the product of (a) the Net Eligible
Receivables Balance, times (b) the greater of (i) the Dynamic Reserve Percentage
and (ii) 15%.

         "Dealer" means a Person that has entered into a Dealer Agreement with
the Originator.

         "Dealer Agreement" means an agreement between the Originator and
another Person that has agreed to act as a dealer for equipment manufactured or
distributed by the Originator including, without limitation, any "Dealer Sales
and Service Agreement" in substantially the form attached hereto as Exhibit D or
any substantially similar agreement, howsoever denominated.

         "Dealer Concentration Limit" means, at any time with respect to any
Dealer and its Affiliates, 1.5% of the Eligible Receivables Balance (or, if a
Special Concentration Limit is in effect with respect to such Dealer and its
Affiliates, such Special Concentration Limit).

         "Dealer Receivable" means the indebtedness and other obligations owed
to the Seller (without giving effect to any transfer or conveyance hereunder) or
in which the Seller has a security interest or other interest, whether
constituting an account, chattel paper, instrument or general intangible,
arising in connection with the sale of farm machinery (other than a sale of
individual parts) to a United States Dealer pursuant to a Dealer Agreement and
includes, without limitation, the obligation to pay any finance, interest, late
payment charges or similar charges with respect thereto; provided, however, that
Dealer Receivables shall not include any indebtedness or obligations arising in
connection with the sale of whole goods inventory comprised of the Spra-Coupe or
Willmar products line. Indebtedness and other rights and obligations arising
from any one transaction, including, without limitation, indebtedness and other
rights and obligations represented by an individual invoice, shall constitute a
Dealer Receivable separate from a Dealer Receivable consisting of the
indebtedness and other rights and obligations arising from any other
transaction.



                                      -6-
<PAGE>   11

         "Deemed Collections" means, the aggregate of all amounts the Seller
shall have been deemed to have received as a Collection of a Dealer Receivable
pursuant to Section 3.02.

         "Default Ratio" means, at any time, the percentage equivalent of a
fraction, the numerator of which is equal to the sum of (i) the aggregate
Outstanding Balance of Dealer Receivables that were Defaulted Receivables as of
the last day of the immediately preceding month, plus (ii) the aggregate
Outstanding Balance of all Dealer Receivables which became Charged Off
Receivables during the immediately preceding 12 months (such Outstanding Balance
to be computed as of the respective dates such Dealer Receivables became Charged
Off Receivables), minus (iii) the aggregate amount of Collections received in
respect of such Charged Off Receivables during the immediately preceding 12
months (excluding any Collections received prior to the respective dates on
which such Dealer Receivables became Charged Off Receivables), and the
denominator of which is equal to the Eligible Receivables Balance as of the last
day of the immediately preceding month.

         "Defaulted Receivable" means a Dealer Receivable as to which any
payment, or part thereof, remains unpaid for 61 days or more from the original
due date for such payment (or, if such due date has been amended in accordance
with the Credit and Collection Policy, from such amended due date).

         "Deferred Reinvestment Purchase" has the meaning specified in Section
2.03.

         "Delinquent Receivable" means a Dealer Receivable that is not a
Defaulted Receivable and as to which any payment, or part thereof, remains
unpaid for 30 days or more from the original due date for such payment.

         "Deposit Account" means the Collection Account or any other
concentration account, depositary account, lock-box account or similar account
in which any Collections are collected or deposited.

         "Deposit Account Bank" means, at any time, any of the banks holding one
or more Deposit Accounts.

         "Deposit Account Agreement" means an agreement substantially in the
form of Exhibit B among the Originator, the Seller, the Agent and a Deposit
Account Bank.

         "Dilution" means, at any time, the amount of any reduction in the
outstanding balance of a Dealer Receivable as a result of any setoff, dispute,
discount, rebate, return, netting, adjustment or any other reason other than (i)
payment in cash of such outstanding balance by the Obligor, (ii) credit for a
trade-in of used equipment, to the extent such credit simultaneously gave rise
to a new Dealer Receivable in respect of such equipment having an original
Outstanding Balance equal to or greater than the amount of such reduction or
(iii) such Dealer Receivable having become a Charged-Off Receivable.




                                      -7-
<PAGE>   12

         "Dilution Ratio" means, at any time, the percentage equivalent of a
fraction, the numerator of which is equal to the aggregate amount of Dilutions
which occurred during the calendar month then most recently ended, and the
denominator of which is equal to the original Outstanding Balance of all Dealer
Receivables which arose from the sale of new equipment and for which the final
payment of principal owing by the Obligor was made in the immediately preceding
calendar month.

         "Dynamic Reserve Percentage" means, at any time, the sum of (i) the
Loss Reserve Percentage, plus (ii) the Variable Dilution Reserve Percentage,
plus (iii) the Carrying Cost Reserve Percentage.

         "Early Amortization Event" has the meaning specified in Section 9.01.

         "Eligible Bank" means a depository institution or trust company,
organized under the laws of the United States or any State thereof, that (i) is
a member of the Federal Deposit Insurance Corporation, (ii) has a combined
capital and surplus of not less than $50,000,000, (iii) has (or is a subsidiary
of a Person that has) a long-term unsecured debt rating of at least A or better
by S&P and A2 or better by Moody's and (iv) has been approved in writing by each
Administrator, such approval not to be unreasonably withheld.

         "Eligible Receivable" means, at any time, a Dealer Receivable that
satisfies each of the following criteria:

                  (a) the representations and warranties set forth in Sections
         5.01(i) and 5.01(j) are true and correct with respect to such Dealer
         Receivable,

                  (b) the Obligor of such Dealer Receivable is a Dealer and is
         not an Affiliate of the Seller or the Originator,

                  (c) such Dealer Receivable arises under a Dealer Agreement
         substantially in the form attached hereto as Exhibit D (or in such
         other form as shall have been approved in writing by the Agent, such
         approval not to be unreasonably withheld), which, together with such
         Dealer Receivable, is in full force and effect and has not been
         terminated and constitutes the legal, valid and binding obligation of
         the related Obligor enforceable against such Obligor in accordance with
         its terms subject to no offset, counterclaim or other defense or
         contingency;

                  (d) such Dealer Receivable is denominated and payable only in
         United States dollars in the United States,

                  (e) the Obligor of such Dealer Receivable (i) if a natural
         person, is a resident of the United States or, if a corporation or
         other business organization, is organized under the laws of the United
         States or any political subdivision thereof and has an office in the
         United States; and (ii) is not a government or a governmental
         subdivision or agency,



                                      -8-
<PAGE>   13

                  (f) such Dealer Receivable is evidenced by an invoice issued
         pursuant to a Dealer Agreement and constitutes an "account" or "chattel
         paper" within the meaning of Section 9-105 and Section 9-106,
         respectively, of the UCC of all applicable jurisdictions,

                  (g) such Dealer Receivable is not a Defaulted Receivable or a
         Charged-Off Receivable,

                  (h) the Obligor of such Dealer Receivable has not been served
         with a notice by or on behalf of the Servicer, notifying such Obligor
         of breaches committed and unremedied by it of any Contract related to
         such Dealer Receivable (including, without limitation, any refusal or
         failure of such Dealer to account to the Servicer for the proceeds of
         the sale of Equipment) during the immediately preceding twelve (12)
         calendar months,

                  (i) such Dealer Receivable was generated in the ordinary
         course of the Originator's business from the sale of equipment to the
         Obligor by the Originator, and not by any other Person (in whole or in
         part),

                  (j) such Dealer Receivable complies in all material respects
         with all applicable requirements of the Credit and Collection Policy
         and has not had its payment terms extended,

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

                  (l) either (i) the Dealer Agreement under which such Dealer
         Receivable arises provides for interest to accrue on the Outstanding
         Balance of such Dealer Receivable 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% or (ii)
         such Dealer Receivable is required to be paid in full within twelve
         (12) months of the date such Dealer Receivable arises; provided that
         Dealer Receivables which satisfy all criteria in this definition other
         than this clause (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,

                  (m) such Dealer Receivable arises from the sale of new
         equipment; provided that Dealer Receivables arising from the sale of
         used equipment may be treated as Eligible Receivables hereunder so long
         as the aggregate Outstanding Balance of such Dealer Receivables does
         not exceed 25% of the aggregate Outstanding Balance of all Dealer
         Receivables,



                                      -9-
<PAGE>   14

                  (n) the Outstanding Balance of such Dealer Receivable (i) when
         combined with the aggregate Outstanding Balance of all other Eligible
         Receivables owing by the same Dealer or any Affiliate of such Dealer,
         would not exceed the applicable Dealer Concentration Limit and (ii)
         when combined with the aggregate Outstanding Balance of all other
         Eligible Receivables owing from Dealers located in the same State,
         would not exceed 10% of the Eligible Receivables Balance,

                  (o) the outstanding balance of such Dealer Receivable is due
         and payable in full upon the Dealer's sale of the related Equipment,

                  (p) the outstanding principal balance of such Dealer
         Receivable does not exceed the purchase price for the related Equipment
         payable by the Dealer,

                  (q) such Dealer Receivable arises under a Dealer Agreement
         which (i) does not require the Obligor under such Dealer Agreement to
         consent to the transfer, sale or assignment of the rights and duties of
         the Seller under such Dealer Agreement, (ii) does not contain a
         confidentiality provision that purports to restrict the ability of any
         Purchaser to exercise its rights under this Agreement, including,
         without limitation, its right to review such Dealer Agreement, and
         (iii) contains an obligation to pay a specified sum of money,
         contingent only upon the sale of goods or the provision of services by
         the Originator,

                  (r) such Dealer Receivable, together with the Dealer Agreement
         and each other Contract related thereto, does not contravene any law,
         rule or regulation applicable thereto to an extent which would in any
         way impair the ability of the Servicer to ultimately collect any and
         all amounts payable in respect of such Dealer Receivable, and

                  (s) which the Agent has not designated, in its reasonable
         business judgment and in good faith applying the credit criteria
         customarily applied by the Agent in transactions of this type, upon
         (30) days' notice to the Seller, as no longer eligible for transfer
         hereunder.

         "Eligible Receivables Balance" means, at any time, the aggregate
Outstanding Balance of all Eligible Receivables at such time.

         "Equipment" means, with respect to any Dealer Receivable, the equipment
the sale or financing of which gave rise to such Dealer Receivable and all
financing statements or other filings relating thereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
the rules and regulations thereunder, as amended from time to time.

         "Eurodollar Reserve Percentage" means for any day, the maximum rate
(expressed as a decimal) at which any lender subject thereto would be required
to maintain reserves under Regulation D of the Board of Governors of the Federal
Reserve System (or any successor or similar regulations relating to such reserve
requirements) against



                                      -10-
<PAGE>   15

Eurocurrency Liabilities (as defined therein), if such liabilities were
outstanding. The Eurodollar Reserve Percentage shall be adjusted automatically
on and as of the effective date of any change in the Eurodollar Reserve
Percentage.

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (a) the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, (b) if such rate is not so published for
any day which is a Business Day, the average of the quotations for such day on
such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it in good faith.

         "Fee Letter" means (i) with respect to the Related Group that includes
NARCO, that certain fee letter dated as of the date hereof, among the Seller,
NARCO and Rabobank, as Administrator for such Related Group, as the same may be
amended or modified and in effect from time to time and (ii) with respect to any
other Related Group, the fee letter entered into among the Seller, the related
Conduit Purchaser for such Related Group and the related Administrator on or
prior to the date on which the members of such Related Group become parties
hereto, as the same may be amended or modified and in effect from time to time.

         "Incremental Purchase" means a purchase of Ownership Interests which
increases the total outstanding Investment hereunder.

         "Indebtedness" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by liens, (iv) obligations which
are evidenced by notes, acceptances, or other instruments, (v) capitalized lease
obligations, (vi) net liabilities under interest rate swap, exchange or cap
agreements, (vii) obligations under any agreement, undertaking or arrangement by
which such Person assumes, guarantees, endorses, contingently agrees to purchase
or provide funds for the payment of, or otherwise becomes or is contingently
liable upon, the obligation or liability of any other Person, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter, operating agreement,
take-or-pay contract or application for a letter of credit and (viii)
liabilities in respect of unfunded vested benefits under plans covered by Title
IV of ERISA.

         "Independent Director" shall mean a member of the Board of Directors of
the Seller (i) who is not at such time, and has not been at any time during the
preceding five (5) years, (A) a director, officer, employee or affiliate of the
Seller, the Originator, or any of their respective Subsidiaries or Affiliates,
(B) the direct, indirect or beneficial owner (at the time of such individual's
appointment as an Independent Director or at any time



                                      -11-
<PAGE>   16

thereafter while serving as an Independent Director) of any of the outstanding
common shares of the Seller, the Originator, or any of their respective
Subsidiaries or Affiliates, having general voting rights or (C) a Person related
to any Person referred to in clauses (A) or (B) and (ii) who (A) has prior
experience as an independent director for a corporation whose charter documents
required the unanimous consent of all independent directors thereof before such
corporation could consent to the institution of bankruptcy or insolvency
proceedings against it or could file a petition seeking relief under any
applicable federal or state law relating to bankruptcy and (B) has at least
three years of employment experience with one or more entities that provide, in
the ordinary course of their respective businesses, advisory, management or
placement services to issuers of securitization or structured finance
instruments, agreements or securities.

         "Intended Tax Characterization" has the meaning specified in Section
10.03(h).

         "Investment" means, with respect to any Ownership Interest at any time,
(A) the original amount paid for such Ownership Interest, minus (B) the sum of
the aggregate amount of Collections and other payments received by the Agent
which in each case are applied to reduce such Investment in accordance with the
terms and conditions of this Agreement, provided, however, that such Investment
of such Ownership Interest shall not be reduced by any distribution of any
portion of Collections if at any time such distribution is rescinded or must be
returned for any reason.

         "Joinder Agreement" means an agreement, in form and substance
reasonably satisfactory to each of the parties hereto, entered into among each
of the parties hereto and the members of a new Related Group pursuant to Section
12.02.

         "LIBOR" means, for any Settlement Period, an interest rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) as determined on
the basis of the offered rates for deposits in U.S. dollars, for a period of
time comparable to such Settlement Period which appears at Telerate Page 3750 as
of 11:00 a.m. (London time) two Business Days before the first day of such
Settlement Period. If the Agent is unable to determine LIBOR by reference to
Telerate Page 3750 on any applicable interest determination date, LIBOR shall be
the rate (rounded upward as described above, if necessary) for deposits in
dollars for a period substantially equal to such Settlement Period on the
Reuters Screen LIBO Page, as of 11:00 a.m. (London time) two Business Days
before the first day of such Settlement Period. If the Agent is unable to
determine LIBOR for any period by reference to either the Telerate Page 3750 or
the Reuters Screen LIBO Page, then LIBOR for that Settlement Period will be
determined on the basis of the offered rates for deposits in U.S. dollars for a
period of time comparable to such Settlement Period which are offered by the
Reference Bank in the London interbank market at approximately 11:00 a.m.
(London time) two Business Days before the first day of such Settlement Period.

         "Lock-Box" means a locked postal box to which Obligors remit
Collections and with respect to which a Deposit Account Bank has been granted
exclusive access for the purpose of retrieving and processing such Collections.



                                      -12-
<PAGE>   17

         "Loss Reserve Percentage" means, at any time, 2.0 times the highest
Default Ratio during the twelve (12) complete calendar month period then most
recently ended.

         "Majority Purchasers" means, at any time, Committed Purchasers having
in the aggregate Commitments in excess of 66-2/3% of the aggregate Commitments
hereunder; provided that from and after the Termination Date, "Majority
Purchasers" shall mean the Purchasers owning in excess of 66-2/3% of the
Investment at such time.

         "Material Adverse Effect" means a material adverse effect on (i) the
financial condition or operations of the Seller, the Originator and its
Subsidiaries or the Servicer, (ii) the ability of the Seller, the Originator or
the Servicer to perform its obligations under this Agreement or the Originator
Sale Agreement, (iii) the legality, validity or enforceability of this Agreement
or the Originator Sale Agreement, (iv) the Seller's or any Purchasers' interest
in the Dealer Receivables generally or in any significant portion of the Dealer
Receivables, the Related Security or the Collections with respect thereto, or
(v) the collectibility of the Dealer Receivables generally or of any material
portion of the Dealer Receivables.

         "Maximum Program Amount" means $250,000,000.

         "Monthly Report" means a report, in substantially the form of Exhibit
A-1 hereto, furnished by the Servicer to the Agent pursuant to Section 8.05.

         "Moody's" means Moody's Investors Service, Inc., and any successor
thereto.

         "NARCO" means Nieuw Amsterdam Receivables Corporation, a Delaware
corporation, together with its successors and permitted assigns.

         "Net Eligible Receivables Balance" means, at any time, an amount equal
to (a) the Eligible Receivables Balance minus (b) the product of (i) the Planned
Dilution Ratio, times (ii) the New Equipment Receivables Percentage, times (iii)
the Eligible Receivables Balance.

         "New Equipment Receivables Percentage" means, at any time, the
aggregate Outstanding Balance of the Dealer Receivables which arose from the
sale of new equipment, expressed as a percentage of the aggregate Outstanding
Balance of all Dealer Receivables.

         "Obligor" means a Dealer or any other Person obligated to make payments
pursuant to a Contract, including any guarantor.

         "Originator" means AGCO, in its capacity as seller under the Originator
Sale Agreement.

         "Originator Sale Agreement" means that certain Receivables Sale
Agreement, dated as of the date hereof, between the Originator and the Seller,
as the same may be amended, restated, supplemented or otherwise modified from
time to time.



                                      -13-
<PAGE>   18

         "Other Taxes" has the meaning specified in Section 10.03(b).

         "Outstanding Balance" means, with respect to any Dealer Receivable, the
outstanding principal balance of such Dealer Receivable.

         "Ownership Interest" means, at any time, an undivided percentage
ownership interest (computed as set forth below) associated with a designated
amount of Investment in (i) each Dealer Receivable existing at such time, (ii)
all Related Security with respect to each such Dealer Receivable, and (iii) all
Collections with respect to, and other proceeds of, each such Dealer Receivable.
Each such undivided percentage interest shall equal:

                                        I
                                   -----------
                                   (NERB - CE)

where:

         I        =    the Investment of such Ownership Interest.

         CE       =    the Credit Enhancement.

         NERB     =    the Net Eligible Receivables Balance.

Each Ownership Interest shall be computed on its date of purchase and recomputed
(or deemed recomputed) on each day prior to the Termination Date on which the
Investment associated with such Ownership Interest, the Credit Enhancement or
the Net Eligible Receivables Balance changes. The variable percentage
represented by any Ownership Interest as computed (or deemed recomputed) as of
the close of the Business Day immediately preceding the Termination Date shall
remain constant at all times after the Termination Date.

         "Payment Date" means (i) the first day of each calendar month (or, if
such day is not a Business Day, the next succeeding Business Day) and (ii) from
and after the occurrence of an Early Amortization Event, each additional
Business Day designated as a "Payment Date" by the Agent.

         "Payment Rate" means, at any time, the percentage equivalent of a
fraction, the numerator of which is equal to the original Outstanding Balance of
all Dealer Receivables for which the final payment of principal owing by the
Obligor was made in the immediately preceding 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.

         "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

         "Plan" means each employee benefit plan (as defined in Section 3(3) of
ERISA currently sponsored, maintained or contributed to by Seller or any trade
or business (whether or not incorporated) that is treated as a single employer
with the Seller under



                                      -14-
<PAGE>   19

Section 414 of the Code (an "ERISA Affiliate") or with respect to which Seller
or any ERISA Affiliate has any liability.

         "Planned Dilution" means, with respect to any calendar month, the
aggregate amount of reserves accrued on the accounting books of the Originator
and the Seller with respect to program discounts expected to be taken by the
Dealers at the time of settlement, as calculated by the Servicer on the last day
of the immediately preceding calendar month in accordance with the accounting
practices of the Originator as in effect on the date hereof.

         "Planned Dilution Amount" means an amount, determined as of the
Business Day immediately preceding the Termination Date, equal to the sum of (a)
the Planned Dilution for the calendar month then most recently ended plus (b)
the product of (i) the Variable Dilution Reserve Percentage and (ii) the Net
Eligible Receivables Balance.

         "Planned Dilution Ratio" means, with respect to any calendar month, the
percentage equivalent of a fraction, the numerator of which is equal to the
aggregate Planned Dilution for such calendar month, and the denominator of which
is equal to the aggregate Outstanding Balance of the Dealer Receivables which
arose from the sale of new equipment as of the last day of the immediately
preceding calendar month.

         "Potential Early Amortization Event" means an event which, with the
passage of time or the giving of notice, or both, would constitute an Early
Amortization Event.

         "Prime Rate" means the rate announced by Rabobank from time to time as
its prime rate in the United States, such rate to change as and when such
designated rate changes. The Prime Rate is not intended to be the lowest rate of
interest charged by Rabobank in connection with extension of credit to debtors.

         "Pro Rata Share" means, for each Committed Purchaser, a percentage
equal to the Commitment of such Committed Purchaser divided by the aggregate of
the Commitments of all other Committed Purchasers in the same Related Group.

         "Purchase" means an Incremental Purchase or a Reinvestment Purchase.

         "Purchase Notice" has the meaning set forth in Section 2.02.

         "Purchaser" means a Conduit Purchaser or a Committed Purchaser.

         "Rabobank" means Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank International", New York Branch, and any successor thereto.

         "Records" means, with respect to any Dealer Receivable, all Contracts
and other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) relating to such Dealer Receivable,
any Related Security therefor and the related Obligor.



                                      -15-
<PAGE>   20

         "Reference Bank" means, with respect to any Settlement Period to which
any portion of the Investment of a Related Group has been allocated, the
Administrator for such Related Group or such other bank as the Administrator for
such Related Group shall reasonably and in good faith designate with the consent
of each Purchaser in such Related Group.

         "Reinvestment Purchase" has the meaning set forth in Section 2.03.

         "Related Group" means (i) NARCO, as a Conduit Purchaser, and Rabobank,
as a Committed Purchaser and as Administrator, together with their respective
successors and assigns or (ii) any other group of Purchasers and their related
Administrator that shall become a party hereto as a "Related Group" pursuant to
Section 12.02, together with their respective successors and assigns.

         "Related Group Limit" means, with respect to any Related Group, the
aggregate Commitments of the Committed Purchasers in such Related Group. As of
the date hereof, the Related Group Limit for the Related Group that includes
NARCO is $250,000,000.

         "Related Security" means, with respect to any Dealer Receivable:

                  (i) all of the Seller's interest in the Equipment or other
inventory and goods (including returned, foreclosed or repossessed inventory or
goods) the financing or sale of which by the Originator gave rise to such Dealer
Receivable, and all insurance contracts with respect thereto,

                  (ii) all other security interests or liens and property
subject thereto from time to time, if any, purporting to secure payment of such
Dealer Receivable, whether pursuant to the Dealer Agreement related to such
Dealer Receivable or otherwise, together with all financing statements and
security agreements describing any collateral securing such Dealer Receivable,

                  (iii) all guarantees, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of such Dealer Receivable whether pursuant to the Dealer Agreement
related to such Dealer Receivable or otherwise,

                  (iv) the related Dealer Agreement and all service contracts
and other agreements associated with such Dealer Receivable,

                  (v) all Records related to such Dealer Receivable,

                  (vi) to the extent relating to such Dealer Receivable, all of
the Seller's right, title and interest in, to and under the Originator Sale
Agreement in respect of such Dealer Receivable, and

                  (vii) all proceeds of any of the foregoing.



                                      -16-
<PAGE>   21

         "Reporting Date" means the 15th Business Day following the end of each
calendar month.

         "Reuters Screen LIBO Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the applicable page on such
service for the purpose of displaying the London interbank rates of major banks
for deposits in U.S. dollars.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

         "Seller" means AGCO Funding Corporation, a Delaware corporation, and
any successor thereto.

         "Servicer" means at any time the Person (which may be the Agent) then
authorized pursuant to Article VIII to service, administer and collect Dealer
Receivables.

         "Servicer Default" has the meaning set forth in Section 8.07.

         "Servicer Fee" has the meaning set forth in Section 8.06.

         "Settlement Period" means each period from and including the
immediately preceding Payment Date (or, in the case of the initial Settlement
Period, the date of the initial Purchase hereunder) to but excluding the next
succeeding Payment Date.

         "Special Concentration Limit" means, at any time, with respect to all
of the Dealer Receivables owing from a single Obligor, together with Dealer
Receivables owing from its Affiliates, the amount set forth on Schedule II next
to such Obligor's name; provided that the Agent may, with the consent of the
Majority Purchasers, at any time, in its sole discretion, reduce or increase the
Special Concentration Limit for any Obligor upon not less than three (3)
Business Days' notice to the Seller; provided further that in no event shall the
Special Concentration Limit of any single Obligor be reduced so that the Dealer
Receivables owing from such single Obligor together with the Dealer Receivables
owing from its Affiliates are required to be less than 1.50% of the aggregate of
all Dealer Receivables.

         "Subordinated Note" has the meaning specified in the Originator Sale
Agreement.

         "Subsidiary" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than 50% of the ownership interests having ordinary voting
power of which shall at the time be so owned or controlled.

         "Taxes" has the meaning specified in Section 10.03(a).



                                      -17-
<PAGE>   22

         "Telerate Page 3750" means the display on Bridge Telerate, Inc. (or any
successor service) on page 3750 (or any other page as may replace such page on
such service) for the purpose of displaying the London interbank rates of major
banks for deposits in U.S. dollars.

         "Termination Date" means the earliest to occur of (i) the Commitment
Termination Date, (ii) the Business Day immediately prior to the occurrence of
an Early Amortization Event set forth in Section 9.01(e), (iii) the Business Day
specified in a written notice from the Agent following the occurrence of any
other Early Amortization Event, (iv) the date which is 30 days after the Agent's
receipt of written notice from the Seller that it wishes to terminate the
facility evidenced by this Agreement and (v) January 27, 2005.

         "Transaction Documents" means, collectively, this Agreement, each
Purchase Notice, the Originator Sale Agreement, each Joinder Agreement, each
Deposit Account Agreement, the Fee Letters, the Subordinated Note and all other
instruments, documents and agreements executed and delivered in connection
herewith.

         "UCC" means the Uniform Commercial Code as from time to time in effect
in the specified jurisdiction.

         "United States Dealer" means a Dealer that is located in the United
States or that remits payments to a Lock-Box or Deposit Account located in the
United States.

         "Unpaid Obligations" means, at any time, the aggregate outstanding
Investment hereunder together with all other indebtedness and other liabilities
and obligations (howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, or due or to become due) of the Seller to the
Agent, any Administrator, any Purchaser or any other Affected Party, arising
under or in connection with this Agreement or any of the other Transaction
Documents or the transactions contemplated thereby and shall include, without
limitation, all Yield, fees, expense reimbursements, indemnifications, and other
amounts due or to become due from the Seller under the Transaction Documents,
including, without limitation, Yield, fees and other obligations that accrue
after the commencement of any bankruptcy, reorganization, arrangement,
insolvency, liquidation or similar proceeding with respect to the Seller.

         "Variable Dilution" means, with respect to any calendar month, the
aggregate amount of Dilution occurring with respect to the Dealer Receivables
during such calendar month in excess of the Planned Dilution for such calendar
month.

         "Variable Dilution Ratio" means, with respect to any calendar month, a
percentage equal to the Dilution Ratio minus the Planned Dilution Ratio.

         "Variable Dilution Reserve Percentage" means, at any time, a percentage
equal to the product of (i) 2.0 times, (ii) 1 minus the Loss Reserve Percentage,
times (iii) the New Equipment Receivables Percentage, times (iii) the highest
three month rolling average



                                      -18-
<PAGE>   23

Variable Dilution Ratio during the twelve complete calendar month period then
most recently ended.

         "Weekly Report" means a report, in substantially the form of Exhibit
A-2 hereto, furnished by the Servicer to the Agent pursuant to Section 8.05.

         "Year 2000 Problem" means any significant risk that computer hardware,
software or equipment containing embedded microchips essential to the business
or operations of the Seller, the Servicer or the Originator or any of their
respective Subsidiaries will not, in the case of dates or time periods occurring
after December 31, 1999, function at least as effectively and reliably as in the
case of times or time periods occurring before January 1, 2000, including the
making of accurate leap year calculations.

         "Yield" means, for each respective Settlement Period related to each
Ownership Interest, an amount equal to:

                           YRT  x  C  x     ED
                                            360
<TABLE>
                  <S>               <C>     <C>      <C>
                  where:            YRT     =        the Yield Rate  applicable  to such  Ownership  Interest for
                                                     such Settlement Period;

                                    C       =        the amount of Investment of such Ownership Interest; and

                                    ED      =        the actual number of days
                                                     elapsed during such
                                                     Settlement Period.
</TABLE>

         "Yield Rate" means, for any Settlement Period and any Ownership
Interest:

                  (a) if the holder of such Ownership Interest is a Conduit
         Purchaser, (i) to the extent such Conduit Purchaser funds or maintains
         its Investment for such Settlement Period through the issuance of
         Commercial Paper Notes, the CP Rate and (ii) to the extent such Conduit
         Purchaser does not fund or maintain its Investment for such Settlement
         Period through the issuance of Commercial Paper Notes, the Alternative
         Rate; and

                  (b) if the holder of such Ownership Interest is a Committed
         Purchaser, the Alternative Rate;

provided that from and after the occurrence and during the continuation of an
Early Amortization Event, the Yield Rate for all Ownership Interests shall, if
so declared by the Agent pursuant to Section 9.02, be equal to the Base Rate
plus 2%.


         Section 1.02. Other Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles. All terms



                                      -19-
<PAGE>   24
used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9.

                                   ARTICLE II
                                PURCHASE FACILITY

         Section 2.01. Purchase Facility. Upon the terms and subject to the
conditions hereof, the Seller may, at its option from time to time, sell and
assign and, upon payment of the purchase price therefor, hereby sells and
assigns Ownership Interests to the Purchasers. In accordance with the terms and
conditions set forth herein, each Conduit Purchaser may, at its option,
purchase, or if such Conduit Purchaser shall decline to purchase, the Committed
Purchasers in its Related Group shall purchase, Ownership Interests from time to
time during the period from the date hereof to but not including the Termination
Date; provided that in no event shall any Incremental Purchase be made hereunder
to the extent that, after giving effect thereto, either (i) the aggregate
Investment held by the Purchasers in any Related Group would exceed the Related
Group Limit for such Related Group or (ii) the aggregate Investment held by all
Purchasers hereunder would exceed the Maximum Program Amount. Each Incremental
Purchase to be made hereunder shall be made ratably among the Related Groups in
accordance with their respective Related Group Limits.

         Section 2.02. Incremental Purchases. The Seller shall provide each
Administrator with at least three Business Days' prior notice in a form set
forth as Exhibit D hereto of each Incremental Purchase (a "Purchase Notice").
Except as set forth below, each Purchase Notice shall be irrevocable and shall
specify the requested increase in the aggregate Investment outstanding hereunder
(which shall not be less than $10,000,000) and date of purchase (which, in the
case of any Incremental Purchase (after the initial purchase hereunder), may be
on any Business Day) and, in the case of an Incremental Purchase which is to be
funded by the Committed Purchasers (which Incremental Purchase shall be so
funded in the event of a Conduit Refusal (as defined hereinbelow), provided the
Seller does not cancel the Purchase Notice) the requested Alternative Rate.
Following receipt of a Purchase Notice, each Administrator will determine
whether the Conduit Purchaser in its Related Group agrees to make the portion of
the Incremental Purchase to be made by its Related Group. Each Administrator
shall, on or prior to the proposed date of purchase, notify the Seller if its
Conduit Purchaser declines to make the portion of the Incremental Purchase to be
made by its Related Group (a "Conduit Refusal"), and, in such event, the Seller
may cancel the Purchase Notice or, in the absence of such a cancellation, such
portion of the Purchase shall be made by the Committed Purchasers in such
Related Group. Unless it is notified of a Conduit Refusal on or prior to the
date of Purchase, the Seller shall be entitled to assume that the portion of the
Purchase contemplated in such Purchase Notice shall be made by the Conduit
Purchasers in such Administrator's Related Group. On the date of each
Incremental Purchase, upon satisfaction of the applicable conditions precedent
set forth in Article VI, the Conduit Purchasers (or if a Conduit Refusal has
occurred and the Purchase Notice has not been canceled, the Committed
Purchasers) participating in such Incremental Purchase shall deposit to the
Seller's account at SunTrust Bank, Atlanta, Account Number 8800428503, ABA
Number 061000104, in



                                      -20-
<PAGE>   25

immediately available funds, no later than 4:30 p.m. (New York time), an amount
equal to (i) in the case of a Conduit Purchaser, the portion of the increase in
the aggregate Investment which is to be funded by its Related Group (which
portion shall be determined based on the ratio which the Related Group Limit for
such Related Group bears to the aggregate of the Related Group Limits for all
Related Groups hereunder) or (ii) in the case of a Committed Purchaser, such
Committed Purchaser's Pro Rata Share of the portion of the increase in the
aggregate Investment which is to be funded by its Related Group.

         Section 2.03. Reinvestment Purchases. On each date on which Collections
are received by the Servicer prior to the Termination Date, the Seller hereby
requests and the Purchasers hereby agree to make, simultaneously with such
receipt and out of Collections available for such purpose pursuant to Article
III, a reinvestment (each a "Reinvestment Purchase", with that portion of each
and every Collection received by the Servicer that is part of any Ownership
Interest, such that after giving effect to such Reinvestment Purchase, the
amount of Investment of such Ownership Interest immediately after such receipt
and corresponding Reinvestment Purchase shall be equal to the amount of
Investment immediately prior to such receipt, provided that if on any such date
the Seller does not have sufficient Dealer Receivables for the Purchasers to
make Reinvestment Purchases as contemplated hereinabove, the Servicer shall set
aside and be deemed to hold in trust for the benefit of the Purchasers all or
such portion of such Collections which cannot on such date be used to make
Reinvestment Purchases, until the next date on which Reinvestment Purchases may
be made as contemplated hereinabove, on which date such Reinvestment Purchases
shall be made (each a "Deferred Reinvestment Purchase").

         Section 2.04. Investment Reductions and Reductions in Maximum Program
Amount. The Seller shall provide the Agent with at least five Business Days'
prior written notice of any reduction in Investment from Collections requested
by the Seller. Such notice shall designate (i) the date upon which any such
reduction of Investment shall occur, and (ii) the aggregate amount of Investment
to be reduced. Any such reduction to the Investment shall be applied ratably to
the Ownership Interests of the Purchasers in accordance with the amount of
Investment (if any) held by each. Further, the Seller shall have the right, upon
at least ten Business Days' prior written notice to the Administrators, to
terminate in whole or reduce ratably in part the unused portions of each Related
Group's pro rata share of the Maximum Program Amount, provided, however, that
each such partial reduction shall be in the aggregate amount of 10,000,000 or an
integral multiple of $1,000,000 in excess of that amount.

         Section 2.05. Maximum Ownership Interests. The Seller shall ensure that
the aggregate Ownership Interests of the Purchasers shall at no time exceed in
the aggregate 100%. If the aggregate of the Ownership Interests of the
Purchasers exceeds 100%, the Seller shall immediately pay to the Agent an amount
to be applied to reduce the Investment of the Ownership Interests, such that
after giving effect to such payment, the aggregate of the Ownership Interests
equals or is less than 100%. Each such payment shall be allocated among the
Purchasers ratably in accordance with the amount of Investment (if any) held by
each.



                                      -21-
<PAGE>   26

                                   ARTICLE III
                            PAYMENTS AND COLLECTIONS

         Section 3.01. Unpaid Obligations. The Seller shall pay to each
Administrator when due, for the account of the Purchasers in its Related Group,
(i) such fees as are set forth in the Fee Letter to which such Administrator is
a party, (ii) all accrued and unpaid Yield with respect to the Ownership
Interests of such Purchasers, (iii) all amounts payable to reduce the Ownership
Interests, if required, pursuant to Section 2.05, (iv) all amounts payable
pursuant to Article X, if any, and (v) if the Servicer is not AGCO or an
Affiliate thereof, the Servicer Fee. If any Person fails to pay any of the
Unpaid Obligations owing by such Person when due, such Person agrees to pay, on
demand, interest on such amount at a per annum rate equal to the Base Rate plus
2% until paid. Notwithstanding the foregoing, no provision of this Agreement or
the Fee Letters shall require the payment or permit the collection of any
amounts of interest in excess of the maximum permitted by applicable law.

         Section 3.02. Collections Received by Seller; Deemed Collections. If at
any time the Seller or any of its Affiliates receives any Collections, the
Seller shall immediately pay (or cause such Affiliate to pay) such Collections
to the Servicer and, at all times prior to such payment, such Collections shall
be held in trust by the Seller or such Affiliate for the exclusive benefit of
the Purchasers and the Agent to the extent of their interests therein. In the
event any Dilution occurs with respect to a Dealer Receivable, the Seller shall
be deemed to have received a Collection of such Dealer Receivable in the amount
of such Dilution; provided that no such Collection shall be deemed to have been
received by the Seller unless (i) if such Dilution occurs on or prior to the
Termination Date, the aggregate Ownership Interests exceed 100% after giving
effect to such Dilution or (ii) if such Dilution occurs after the Termination
Date, the aggregate amount of Dilution that has occurred with respect to the
Dealer Receivables since the Termination Date exceeds the Planned Dilution
Amount. In addition, the Seller shall be deemed to have received a Collection in
full of a Dealer Receivable if either (A) any of the representations or
warranties in Section 5.01(i), (j) or (s) are no longer true with respect to
such Dealer Receivable or (B) such Dealer Receivable shall cease to be an
Eligible Receivable by reason of the Dealer's failure or refusal to account to
the Servicer for the proceeds of the sale of Equipment; provided that no such
Collection shall be deemed to have been received by the Seller unless either (i)
the Ownership Interests exceed 100% or (ii) the Termination Date has occurred.
On each Payment Date, the Seller shall pay to the Servicer an amount equal to
the aggregate amount of Collections deemed to have been received by it pursuant
to this Section 3.02 since the immediately preceding Payment Date; provided
that, with respect to any Collections deemed to have been received by the Seller
pursuant to clause (B) of the immediately preceding sentence, the Seller shall
have no obligation to pay the amount of such deemed Collections to the Servicer
(and the Seller's failure to do so shall not constitute an Early Amortization
Event) unless the Seller has funds available to make such payment, after giving
effect to the payment of all other Unpaid Obligations of the Seller then due and
payable, which funds are not so applied.



                                      -22-
<PAGE>   27

         Section 3.03. Collections Prior to Termination Date. On each day prior
to the Termination Date, the Servicer shall, out of Collections received by it
on such day, set aside and hold in trust for the benefit of the Purchasers an
amount equal to the Unpaid Obligations (exclusive of Investment) accrued through
such day and not so previously set aside. Subject to Section 3.07, any
Collections received by the Servicer in excess of the amounts required to be set
aside for the payment of such Unpaid Obligations shall be (i) allocated to the
Seller as a Reinvestment Purchase or a Deferred Reinvestment Purchase or (ii) if
no Reinvestment Purchases or Deferred Reinvestment Purchases are to occur on
such date or on any date prior to the next succeeding Payment Date, set aside
and be deemed to be held in trust for the benefit of the Purchasers for
application on the next succeeding Payment Date in accordance with Section 3.05.

         Section 3.04. Collections Following Termination Date. On the
Termination Date and on each day thereafter, the Servicer shall set aside and
hold in trust, for the benefit of the Purchasers to the extent of their interest
therein, all Collections received on such day for application on the next
succeeding Payment Date in accordance with Section 3.05.

         Section 3.05. Application of Collections. On each Payment Date, the
Servicer shall, out of Collections set aside for the benefit of the Purchasers
during the most recently ended Settlement Period, pursuant to Section 3.03 or
3.04, pay the following amounts to the following Persons in the following order
of priority:

                  first, if AGCO or one of its Affiliates is not then acting as
         the Servicer, pay to the Servicer the accrued and unpaid Servicer Fee;

                  second, pay to the Purchasers, ratably in accordance with the
         amounts owing to each, the accrued and unpaid Yield for their
         respective Ownership Interests,

                  third, pay to the Purchasers and the Administrators, ratably
         in accordance with the amounts owing to each, the accrued and unpaid
         fees then due and payable under the Fee Letters,

                  fourth, if the Termination Date has occurred or no
         Reinvestment Purchases or Deferred Reinvestment Purchases are to occur
         (and, if any such Reinvestment Purchases or Deferred Reinvestment
         Purchases are to occur, following such Purchases), pay to the
         Purchasers, ratably in accordance with the Investment held by each, an
         amount equal to the lesser of (i) the aggregate Investment then
         outstanding with respect to all Ownership Interests and (ii) the
         product of (x) the total Collections received in respect of the Dealer
         Receivables since the immediately preceding Payment Date, net of the
         portion of such Collections distributed pursuant to clauses first
         through third above and (y) the aggregate percentage interest
         represented by the Ownership Interests,



                                      -23-
<PAGE>   28

                  fifth, pay to the Agent, the Purchasers and the
         Administrators, ratably in accordance with the amounts owing to each,
         the amount of all other Unpaid Obligations (other than the Servicer
         Fee) then outstanding,

                  sixth, if AGCO or one of its Affiliates is then acting as the
         Servicer, pay to the Servicer the accrued and unpaid Servicer Fee, and

                  seventh,  allocate to the Seller any remaining amounts.

         Collections applied to the payment of Unpaid Obligations shall be
distributed in accordance with the aforementioned provisions, and, giving effect
to each of the priorities set forth in this Section 3.05, shall be shared
ratably (within each priority) among the Agent or the Administrators, as the
case may be, and the Purchasers in accordance with the amount of such Unpaid
Obligations owing to each of them in respect of each such priority.

         Any Collections allocated to the Seller under this Article III prior to
the Termination Date shall be applied by the Servicer, on behalf of the Seller,
as follows: first, pay to the Originator the purchase price for the Dealer
Receivables to be purchased on such day by the Seller from the Originator in
accordance with the terms of the Originator Sale Agreement; second, pay to the
Originator an amount equal to all indebtedness of the Seller then outstanding
under the Subordinated Note in accordance with the terms of the Originator Sale
Agreement; and third, in such other manner as the Seller may direct.


         Section 3.06. Payment Requirements. All amounts to be paid or deposited
by the Seller or the Servicer pursuant to any provision of this Agreement shall
be paid or deposited in accordance with the terms hereof no later than 12:00
p.m. (New York time) on the day when due in immediately available funds, and if
not received before 12:00 p.m. (New York time) shall be deemed to be received on
the next succeeding Business Day. If such amounts are payable to a Purchaser in
a Related Group, they shall be paid to the Administrator for such Related Group,
for the account of such Purchaser, to such account as may be specified from time
to time by such Administrator in a written notice delivered to the Seller and
the Servicer. All computations of Yield and per annum fees hereunder and under
the Fee Letters shall be made on the basis of a year of 360 days for the actual
number of days elapsed. If any amount hereunder shall be payable on a day which
is not a Business Day, such amount shall be payable on the next succeeding
Business Day.

         Section 3.07.     Collection Account.

(a) The Servicer has established, and during the term of this Agreement shall
maintain, the Collection Account. If, at any time, the bank at which the
Collection Account is maintained ceases to be an Eligible Bank, the Servicer
shall within 30 days of acquiring knowledge that such bank is no longer an
Eligible Bank establish a new Collection Account with an Eligible Bank
reasonably satisfactory to the Agent and shall transfer any cash and any
investments held in the old Collection Account to such new Collection Account.
Prior to establishing any new Collection Account with an Eligible



                                      -24-
<PAGE>   29
Bank, the Servicer shall obtain from such Eligible Bank a fully executed
Deposit Account Agreement covering such new Collection Account.

(b) If at any time the Originator's long-term senior unsecured debt shall not be
rated at least Ba2 by Moody's and at least BB by S&P, then, on the last Business
Day of each calendar week, the Servicer shall cause all Collections received
during such week to be deposited into the Collection Account until the amount on
deposit therein is equal to the greater of (i) the product of the Carrying Cost
Reserve Percentage in effect as of such day and the Eligible Receivables Balance
as of such day and (ii) the amount of Collections required to be set aside and
held in trust for the benefit of the Purchasers pursuant to Section 3.03 or
3.04, as applicable.

         Section 3.08. Payment Rescission. No payment of any of the Unpaid
Obligations shall be considered paid or applied hereunder to the extent that, at
any time, all or any portion of such payment or application is rescinded by
application of law or judicial authority, or must otherwise be returned or
refunded for any reason. The Seller shall remain obligated for the amount of any
payment or application so rescinded, returned or refunded, and shall promptly
pay to the Agent (for application to the Person or Persons who suffered such
rescission, return or refund) the full amount thereof, plus interest on such
amount at a per annum rate equal to the Base Rate plus 2.0% from the date of any
such rescission, return or refunding.

                                   ARTICLE IV
                                 YIELD AND FEES

         Section 4.01. Yield Payments. On each Payment Date, the Seller shall
pay to each Administrator (for the benefit of the Purchasers in its Related
Group) an aggregate amount equal to the accrued and unpaid Yield for all
Ownership Interests held by the members of such Related Group, such payment to
be made out of Collections available for such purpose pursuant to Section 3.05.

         Section 4.02. Suspension of the Adjusted Eurodollar Rate. If any
Purchaser notifies the Agent that it has determined in good faith that funding
its portion of the Investment at an Adjusted Eurodollar Rate would violate any
applicable law, rule, regulation, or directive of any governmental or regulatory
authority, whether or not having the force of law, or that (i) deposits of a
type and maturity appropriate to match fund its Ownership Interests at such
Adjusted Eurodollar Rate are not available or (ii) such Adjusted Eurodollar Rate
does not accurately reflect the cost of acquiring or maintaining an Ownership
Interest at such Adjusted Eurodollar Rate, then the Agent shall suspend the
availability of such Adjusted Eurodollar Rate and require the Seller to select
the Base Rate for any Ownership Interest accruing Yield at such Adjusted
Eurodollar Rate.

         Section 4.03. Fees. The Seller shall pay all fees set forth in each Fee
Letter on the dates and in the amounts set forth therein, such payment to be
made out of Collections available for such purpose pursuant to Section 3.05.



                                      -25-
<PAGE>   30

         Section 4.04. Break Costs. In the event that any Purchaser shall incur
any loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Purchaser to make or maintain any funding with respect to its Investment) as a
result of (i) any reduction to the Investment on any day other than the
scheduled last day of a Settlement Period, or (ii) any Purchase not being made
in accordance with a request therefor under Section 2.02 (whether because of the
failure of the conditions precedent with respect to such Purchase to be
satisfied or for any other reason, other than default by the relevant
Purchaser), then the Seller shall, upon written demand, pay to such Purchaser
the amount of such loss or expense. Such written demand (which shall include
calculations in reasonable detail) shall, in the absence of demonstrable error,
be conclusive and binding upon the Seller.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Section 5.01. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Agent, the Administrators and the
Purchasers that:

         (a) Corporate Existence and Power. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation, is duly qualified to do business and is in good standing as a
foreign corporation, and has and holds all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted, except where
the absence of any such governmental license, authorization, consent or approval
would not have a Material Adverse Effect.

         (b) Power and Authority; Due Authorization Execution and Delivery. The
execution and delivery by the Seller of this Agreement and each other
Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder and the Seller's use of the proceeds of
purchases made hereunder, are within its corporate powers and authority and have
been duly authorized by all necessary corporate action on its part. This
Agreement and each other Transaction Document to which the Seller is a party has
been duly executed and delivered by the Seller.

         (c) No Conflict. The execution and delivery by the Seller of this
Agreement and each other Transaction Document to which it is a party, and the
performance of its obligations hereunder and thereunder do not contravene or
violate (i) its certificate or articles of incorporation or by-laws, (ii) any
law, rule or regulation applicable to it the violation or contravention of which
would have a Material Adverse Effect, (iii) any restrictions under any
agreement, contract or instrument to which it is a party or by which it or any
of its property is bound the violation or contravention of which would have a
Material Adverse Effect or (iv) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property, and do not result in the
creation or imposition of any Adverse Claim on the assets of the Seller (except
as created hereunder) and no transaction contemplated hereby requires compliance
with any bulk sales act or similar law.



                                      -26-
<PAGE>   31

         (d) Governmental Authorization. Other than the filing of the financing
statements required hereunder, no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution and delivery by the Seller of this Agreement
and each other Transaction Document to which it is a party and the performance
of its obligations hereunder and thereunder other than those which, if not
obtained, would not have a Material Adverse Effect.

         (e) Actions, Suits. There are no actions, suits or proceedings pending,
or to the best of the Seller's knowledge, threatened, against or affecting the
Seller, or any of its properties, in or before any court, arbitrator or other
body, that could reasonably be expected to have a Material Adverse Effect. The
Seller is not in default with respect to any order of any court, arbitrator or
governmental body.

         (f) Binding Effect. This Agreement and each other Transaction Document
to which the Seller is a party constitute the legal, valid and binding
obligations of the Seller enforceable against the Seller in accordance with
their respective 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).

         (g) Accuracy of Information. All information heretofore furnished in
writing by the Seller or any of its Affiliates to the Agent or the Purchasers
for purposes of or in connection with this Agreement, any of the other
Transaction Documents or any transaction contemplated hereby or thereby is, and
all such information hereafter furnished in writing by the Seller or any of its
Affiliates to the Agent or the Purchasers will be, true and accurate in every
material respect on the date such information is stated or certified and does
not and will not contain any material misstatement of fact or omit to state a
material fact or any fact necessary to make the statements contained therein not
materially misleading.

         (h) Use of Proceeds. No proceeds of any purchase hereunder will be used
for a purpose that violates Regulations T, U or X promulgated by the Board of
Governors of the Federal Reserve System from time to time.

         (i) Good Title. Immediately prior to each purchase hereunder, the
Seller shall be the legal and beneficial owner of the Dealer Receivables and
Related Security with respect thereto, free and clear of any Adverse Claim,
except as created by the Transaction Documents. There have been duly filed all
financing statements or other similar instruments or documents necessary under
the UCC (or any comparable law) of all appropriate jurisdictions to perfect the
Seller's ownership interest in each Dealer Receivable, its Collections and the
Related Security.

         (j) Perfection. This Agreement, together with the filing of the
financing statements contemplated hereby, is effective to, and shall, upon each
purchase hereunder, transfer to the Agent for the benefit of the relevant
Purchaser or Purchasers (and the



                                      -27-
<PAGE>   32

Agent for the benefit of such Purchaser or Purchasers shall acquire from the
Seller) a valid and perfected first priority undivided percentage ownership
interest in each Dealer Receivable existing or hereafter arising and in the
Related Security and Collections with respect thereto, free and clear of any
Adverse Claim, except as created by the Transaction Documents. There have been
duly filed all financing statements or other similar instruments or documents
necessary under the UCC (or any comparable law) of all appropriate jurisdictions
to perfect the Agent's (on behalf of the Purchasers) ownership interest in the
Dealer Receivables, the Related Security and the Collections.

         (k) Places of Business. The principal place of business and chief
executive office of the Seller and the offices where it keeps all of its Records
are located at the address(es) listed on Schedule III or such other locations of
which the Agent has been notified in accordance with Section 7.02(a) in
jurisdictions where all action required by Section 13.04(a) has been taken and
completed. The Seller's Federal Employer Identification Number is correctly set
forth on Schedule III.

         (l) Collections. The conditions and requirements set forth in Section
7.03(g) and Section 8.02 save where, in the context of Section 8.02 only, the
failure to so duly perform would not have a Material Adverse Effect, have at all
times been satisfied and duly performed. The names and addresses of all Deposit
Account Banks, together with the account numbers of the Deposit Accounts of the
Seller at each Deposit Account Bank and the post office box number of each
Lock-Box, are listed on Schedule I, as such Schedule may be updated from time to
time by the Servicer.

         (m) Ownership of the Seller. The Originator owns, directly or
indirectly, 100% of the issued and outstanding capital stock of the Seller, free
and clear of any Adverse Claim. Such capital stock is validly issued, fully paid
and nonassessable, and there are no options, warrants or other rights to acquire
securities of the Seller.

         (n) Not a Holding Company or an Investment Company. The Seller is not a
"holding company" or a "subsidiary holding company" of a "holding company"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended, or any successor statute. The Seller is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or any
successor statute.

         (o) Compliance with Law. The Seller has complied in all respects with
all applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where the failure to comply
would not have a Material Adverse Effect.

         (p) ERISA. The Seller is not part of any Plan.

         (q) Compliance with Credit and Collection Policy. The Seller has
complied in all material respects with the Credit and Collection Policy with
regard to each Dealer Receivable and the related Contract, and has not made any
change to such Credit and



                                      -28-
<PAGE>   33

Collection Policy, other than as permitted under Section 7.02(c), and in
compliance with the notification requirements in Section 7.01(a)(i).

         (r) Payments to the Originator. With respect to each Dealer Receivable
transferred to the Seller under the Originator Sale Agreement, the Seller has
given reasonably equivalent value to the Originator in consideration therefor
and such transfer was not made for or on account of an antecedent debt. No
transfer by the Originator of any Dealer Receivable under the Originator Sale
Agreement is or may be voidable under any section of the Bankruptcy Reform Act
of 1978 (11 U.S.C. ss.ss. 101 et seq.), as amended.

         (s) Eligible Receivables. Except as otherwise disclosed by the
Originator to the Seller and the Agent in writing in accordance with the
Originator Sale Agreement, each Dealer Receivable included in the Eligible
Receivables Balance on the date of its purchase under the Originator Sale
Agreement was an Eligible Receivable on such purchase date, provided that if any
Dealer Receivable was not an Eligible Receivable as contemplated herein the
representation and warranty of the Seller contained herein shall not be regarded
as breached if the Originator repurchases such Dealer Receivable under the terms
of the Originator Sale Agreement or a "Purchase Price Credit" is granted to the
Seller by the Originator in accordance with Section 1.3 of the Originator Sale
Agreement.

         (t) Year 2000 Problem. The Seller has reviewed its operations with a
view to assessing whether its businesses, will be vulnerable to a Year 2000
Problem or will be vulnerable to the effects of a Year 2000 Problem suffered by
any of the Seller's major commercial counter-parties. The Seller has a
reasonable basis to believe that no Year 2000 Problem will cause a Material
Adverse Effect.

         Section 5.02. Representations and Warranties of the Servicer. The
Servicer hereby represents and warrants to the Agent and the Purchasers that:

         (a) Corporate Existence and Power. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation, and is duly qualified to do business and is in good standing as a
foreign corporation, and has and holds all corporate power and all governmental
licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted, except where
the absence of any such governmental license, authorization, consent or approval
would not have a Material Adverse Effect.

         (b) Power and Authority; Due Authorization Execution and Delivery. (i)
The execution and delivery by the Servicer of this Agreement and each other
Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder, are within its corporate powers and
authority and have been duly authorized by all necessary corporate action on its
part, and (ii) this Agreement and each other Transaction Document to which the
Servicer is a party has been duly executed and delivered by the Servicer, except
in the case of both clauses (i) and (ii), where any such



                                      -29-
<PAGE>   34

deviation from the representations and warranties set out in both clauses (i)
and (ii) would not have a Material Adverse Effect.

         (c) No Conflict. The execution and delivery by the Servicer of this
Agreement and each other Transaction Document to which it is a party, and the
performance of its obligations hereunder and thereunder do not contravene or
violate (i) its certificate or articles of incorporation or by-laws, (ii) any
law, rule or regulation applicable to it, (iii) any restrictions under any
material agreement, contract or instrument to which it is a party or by which it
or any of its property is bound, or (iv) any order, writ, judgment, award,
injunction or decree binding on or affecting it or its property, except, in the
case of each of clauses (i), (ii) and (iv) where such contravention or violation
would not have a Material Adverse Effect.

         (d) Governmental Authorization. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution and delivery by the Servicer
of this Agreement and each other Transaction Document to which it is a party and
the performance of its obligations hereunder and thereunder other than those
which, if not obtained, would not have a Material Adverse Effect.

         (e) Actions, Suits. There are no actions, suits or proceedings pending,
or to the best of the Servicer's knowledge, threatened, against or affecting the
Servicer, or any of its properties, in or before any court, arbitrator or other
body, that could reasonably be expected to have a Material Adverse Effect. The
Servicer is not in default in any material respect with respect to any order of
any court, arbitrator or governmental body.

         (f) Binding Effect. This Agreement and each other Transaction Document
to which the Servicer is a party constitute the legal, valid and binding
obligations of the Servicer enforceable against the Servicer in accordance with
their respective 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).

         (g) Accuracy of Information. All information heretofore furnished in
writing by the Servicer or any of its Affiliates to the Agent or the Purchasers
for purposes of or in connection with this Agreement, any of the other
Transaction Documents or any transaction contemplated hereby or thereby is, and
all such information hereafter furnished, in writing, by the Servicer or any of
its Affiliates to the Agent or the Purchasers will be, true and accurate in
every material respect on the date such information is stated or certified and
does not and will not contain any material misstatement of fact or omit to state
a material fact or any fact necessary to make the statements contained therein
not misleading in any material respect.

         (h) Collections. The conditions and requirements set forth in Section
7.03(g) and Section 8.02 save where, in the context of Section 8.02 only, the
failure to so duly



                                      -30-
<PAGE>   35

perform would not have a Material Adverse Effect, have at all times been
satisfied and duly performed. The names and addresses of all Deposit Account
Banks, together with the account numbers of the Deposit Accounts of the Seller
at each Deposit Account Bank and the post office box number of each Lock-Box,
are listed on Schedule I, as such Schedule may from time to time hereafter be
updated by the Servicer.

         (i) Material Adverse Effect. The consolidated balance sheets of the
Servicer and its consolidated subsidiaries as at December 31, 1998, and the
related statements of income and retained earnings of the Servicer and its
consolidated subsidiaries for the fiscal year then ended, certified by Arthur
Andersen LLP, independent public accountants, copies of which have been
furnished to each Administrator, fairly present in all material respects the
consolidated financial condition of the Servicer and its consolidated
subsidiaries as at such date and the consolidated results of the operations of
the Servicer and its consolidated subsidiaries for the period ended on such
date, all in accordance with generally accepted accounting principals,
consistently applied. Since September 30, 1999, no event has occurred that would
have a material adverse effect on the financial condition or operations of the
Servicer and its Subsidiaries or the ability of the Servicer to perform its
obligations under this Agreement.

         (j) Not a Holding Company or an Investment Company. The Servicer is not
a "holding company" or a "subsidiary holding company" of a "holding company"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended, or any successor statute. The Servicer is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or any
successor statute.

         (k) Compliance with Law. The Servicer has complied in all respects with
all applicable laws, rules, regulations, orders, writs, judgments, injunctions,
decrees or awards to which it may be subject, except where failure to comply
would not have a Material Adverse Effect.

         (l) Compliance with Credit and Collection Policy. The Servicer has
complied in all material respects with the Credit and Collection Policy with
regard to each Dealer Receivable and the related Contract, and has not made any
change to such Credit and Collection Policy, other than as permitted under
Section 7.04(b), and in compliance with the notification requirements in Section
7.03(a)(vii).

         (m) Year 2000 Problem. The Servicer has reviewed its operations and
those of its Subsidiaries with a view to assessing whether its businesses, or
the businesses of any of its Subsidiaries, will be vulnerable to a Year 2000
Problem or will be vulnerable to the effects of a Year 2000 Problem suffered by
any of the Servicer's or any of its Subsidiaries' major commercial
counter-parties. The Servicer has a reasonable basis to believe that no Year
2000 Problem will cause a Material Adverse Effect.

         Section 5.03. Representations and Warranties of the Purchasers. Each of
the Purchasers generally (each with respect to itself only) represents and
warrants to, and agrees with, the Seller that:



                                      -31-
<PAGE>   36

         (a) Such Purchaser is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has the power
and authority and is duly authorized to enter into and perform this Agreement
and has duly executed and delivered this Agreement;

         (b) This Agreement constitutes the valid and binding obligation of such
Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, receivership and other laws relating to, or
affecting generally the enforcement of creditors' rights and remedies as the
same may be applied in the event of the bankruptcy, insolvency, reorganization,
receivership or liquidation or similar event of such Purchaser or a moratorium
applicable to such Purchaser and to general principles of equity (regardless of
whether such enforceability is in a proceeding of law or in equity);

         (c) No registration with, consent or approval of or other action by any
federal, state of governmental authority or regulatory body having jurisdiction
over such Purchaser is required in connection with the execution, delivery or
performance by such Purchaser of this Agreement; and

         (d) Such Purchaser has executed and delivered to the Seller an
Investment Letter substantially in the form of Exhibit C .

                                   ARTICLE VI
                             CONDITIONS OF PURCHASES

         Section 6.01. Conditions Precedent to Initial Purchase. The initial
purchase of an Ownership Interest under this Agreement is subject to the
conditions precedent that (a) the Agent shall have received on or before the
date of such purchase those documents listed on Schedule IV and (b) the Agent
shall have received all fees and expenses required to be paid on such date
pursuant to the terms of this Agreement and the Fee Letter to which NARCO is a
party.

         Section 6.02. Conditions Precedent to All Purchases and Reinvestment
Purchases. Each purchase of an Ownership Interest and each Reinvestment Purchase
shall be subject to the further conditions precedent that (a) in the case of
each such purchase or Reinvestment Purchase the Servicer shall have delivered to
the Agent on or prior to the date of such purchase, in form and substance
satisfactory to the Agent, all Asset Reports as and when due under Section 8.05
(b) on the date of each such purchase or Reinvestment Purchase, the following
statements shall be true (and acceptance of the proceeds of such purchase or
Reinvestment Purchase shall be deemed a representation and warranty by the
Seller that such statements are then true):

         (i)      the representations and warranties set forth in Sections 5.01
                  and 5.02 are true and correct in all material respects on and
                  as of the date of such purchase or Reinvestment Purchase as
                  though made on and as of such date (except to the extent any
                  such representation and warranty specifically relates to a
                  prior date, in which case such



                                      -32-
<PAGE>   37

                  representation and warranty shall be true and correct in all
                  material respects on and as of such prior date);

         (ii)     no event has occurred and is continuing, or would result from
                  such purchase or Reinvestment Purchase, that will constitute
                  an Early Amortization Event, and no event has occurred and is
                  continuing, or would result from such purchase or Reinvestment
                  Purchase, that would constitute a Potential Early Amortization
                  Event;

         (iii)    the Commitment Termination Date shall not have occurred; and

         (iv)     immediately after giving effect to such Purchase or
                  Reinvestment Purchase, the Net Eligible Receivables Balance
                  shall be at least equal to the sum of (i ) the aggregate
                  Investment of all Ownership Interests, plus (ii) the Credit
                  Enhancement;

and (c) the Agent shall have received such other approvals, opinions or
documents as it may reasonably request to demonstrate compliance with the
requirements of this Section 6.02. It is expressly understood that each
Reinvestment Purchase shall, unless otherwise directed by the Agent or any
Purchaser, occur automatically on each day that the Servicer shall receive any
Collections without the requirement that any further action be taken on the part
of any Person and notwithstanding the failure of the Seller to satisfy any of
the foregoing conditions precedent in respect of such Reinvestment Purchase. The
failure of the Seller to satisfy any of the foregoing conditions precedent in
respect of any Reinvestment Purchase shall give rise to a right of the Agent and
the Purchasers, which right may be exercised at any time on demand of the Agent,
to rescind the related purchase and direct the Seller to pay to the Agent for
the benefit of the Purchasers an amount equal to the Collections that shall have
been applied to effect such Reinvestment Purchase.


                                   ARTICLE VII
                                    COVENANTS

         Section 7.01. Affirmative Covenants of the Seller. Until the date on
which the Unpaid Obligations have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, the Seller hereby covenants,
as set forth below:

         (a) Notices. The Seller will, unless otherwise stated, promptly upon
learning of the occurrence thereof, provide to each Administrator notice of the
following events, which notice, in the case of clause (iii) will include a
description of the relevant events and the steps, if any, being taken with
respect thereto:

                  (i) Change in Credit and Collection Policy. At least ten (10)
         days prior to the effectiveness of any material change in or amendment
         to the Credit and Collection Policy, a notice describing in reasonable
         detail such change or amendment.



                                      -33-
<PAGE>   38

                  (ii) Other Information. Promptly, from time to time, such
         other information, documents, records or reports relating to the Dealer
         Receivables or the condition or operations, financial or otherwise, of
         the Seller or the Originator as the Agent or any Administrator may from
         time to time reasonably request.

                  (iii) Early Amortization Events or Potential Early
         Amortization Events. The occurrence of each Early Amortization Event
         and each Potential Early Amortization Event, by a statement of an
         Authorized Officer of the Seller.

                  (iv) Judgment and Proceedings. (A) The entry of any judgment
         or decree against the Seller; or (B) the institution of any litigation,
         arbitration proceeding or governmental proceeding against the Seller.

                  (v) Material Adverse Effect. The occurrence of any event or
         condition that, has, or could reasonably be expected to have, a
         Material Adverse Effect.

                  (vi) Termination Date. The occurrence of the "Termination
         Date" under the Originator Sale Agreement.

                  (vii) Downgrade of the Originator. Any downgrade in the rating
         of any Indebtedness of the Originator by S&P or by Moody's setting
         forth the Indebtedness affected and the nature of such change.

         (b) Compliance with Laws and Preservation of Corporate Existence. The
Seller will comply in all material respects with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, except where the failure to comply would not be reasonably
likely to have a Material Adverse Effect. The Seller will preserve and maintain
its corporate existence, rights, franchises and privileges in the jurisdiction
of its incorporation, and qualify and remain qualified in good standing as a
foreign corporation in each jurisdiction where its business is conducted, except
where its failure to be so qualified and in good standing could not reasonably
be expected to have a Material Adverse Effect.

         (c) Audits. The Seller will furnish to each Administrator from time to
time such information with respect to it and the Dealer Receivables as such
Administrator may reasonably request. The Seller will, from time to time during
regular business hours as requested by any Administrator upon reasonable notice
and at the sole cost of the Seller, permit such Administrator, or its agents or
representatives, (i) to examine and make copies of and abstracts from all
Records in the possession or under the control of the Seller relating to the
Dealer Receivables and the Related Security, including, without limitation, the
related Contracts, and (ii) to visit the offices and properties of the Seller
for the purpose of examining such materials described in clause (i) above, and
to discuss matters relating to the Seller's financial condition or the Dealer
Receivables and the Related Security or the Seller's performance under any of
the Transaction Documents or performance under the Contracts and, in each case,
with any of the officers or employees of the Seller having knowledge of such
matters, provided that (x) the Administrators of all



                                      -34-
<PAGE>   39

Related Groups shall coordinate with each other so as to jointly arrange and
conduct the visits contemplated in clause (ii) and (y) in no single calendar
year will the total number of such visits exceed two.

         (d) Keeping and Marking of Records and Books. The Seller will (i) on or
prior to the date hereof, mark its master data processing records and other
books and records relating to the Ownership Interests with a legend describing
the Ownership Interests and (ii) upon the request of any Administrator following
the occurrence of an Early Amortization Event (A) mark each such Contract
constituting chattel paper under the UCC with a legend describing the Ownership
Interests and (B) deliver to the Agent all Contracts (including, without
limitation, all multiple originals of any such Contract) relating to the Dealer
Receivables.

         (e) Compliance with Contracts and Credit and Collection Policy. The
Seller will timely and fully (i) perform and comply with all provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Dealer Receivables, and (ii) comply in all respects with the
Credit and Collection Policy in regard to each Dealer Receivable and the related
Contract, in the case of both (i) and (ii) except to any extent which would not
in any way materially impair the ability of the Servicer to ultimately collect
all amounts payable in respect of the Dealer Receivables. The Seller will pay
when due any taxes payable in connection with the Dealer Receivables unless
contested in good faith.

         (f) Performance and Enforcement of Originator Sale Agreement. The
Seller shall, and shall require the Originator to, perform their respective
obligations and undertakings under and pursuant to the Originator Sale
Agreement, shall purchase Dealer Receivables thereunder in compliance with the
terms thereof and shall vigorously enforce the rights and remedies accorded to
the Seller under the Originator Sale Agreement. The Seller shall take all
actions reasonably required to perfect and enforce its rights and interests (and
the rights and interests of the Agent and the Purchasers as assignees of the
Seller) under the Originator Sale Agreement as the Agent may from time to time
reasonably request, including, without limitation, making claims to which it may
be entitled under any indemnity, reimbursement or similar provision contained in
the Originator Sale Agreement.

         (g) Ownership. The Seller shall take all necessary action to (i) vest
legal and equitable title to the Dealer Receivables, the Related Security and
the Collections purchased under the Originator Sale Agreement irrevocably in the
Seller, free and clear of any Adverse Claims other than Adverse Claims in favor
of the Agent and the Purchasers (including, without limitation, the filing of
all financing statements or other similar instruments or documents necessary
under the UCC (or any comparable law) of all appropriate jurisdictions to
perfect the Seller's interest in such Dealer Receivables, Related Security and
Collections and such other action to perfect, protect or more fully evidence the
interest of the Seller therein as the Agent may reasonably request), and (ii)
establish and maintain, in favor of the Agent, for the benefit of the
Purchasers, a valid and perfected first



                                      -35-
<PAGE>   40

priority undivided percentage ownership interest (and/or a valid and perfected
first priority security interest) in all Dealer Receivables, Related Security
and Collections to the full extent contemplated herein, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Agent for the benefit
of the Purchasers (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or
any comparable law) of all appropriate jurisdictions to perfect the Agent's (for
the benefit of the Purchasers) interest in such Dealer Receivables, Related
Security and Collections and such other action as may be reasonably required to
perfect, protect or more fully evidence the interest of the Agent for the
benefit of the Purchasers as the Agent may reasonably request).

         (h) Purchasers' Reliance. The Seller acknowledges that the Purchasers
are entering into the transactions contemplated by this Agreement in reliance
upon the Seller's identity as a legal entity that is separate from the
Originator (and any Affiliates or Subsidiaries of the Originator (each, an
"Originator Entity")). Therefore, from and after the date of execution and
delivery of this Agreement, the Seller shall take reasonable steps, including,
without limitation, all steps that the Agent or any Purchaser may from time to
time reasonably request, to maintain the Seller's identity as a separate legal
entity and to make it manifest to third parties that the Seller is an entity
with assets and liabilities distinct from those of any Originator Entity and not
just a division of any Originator Entity. Without limiting the generality of the
foregoing and in addition to the other covenants set forth herein, the Seller
shall:

                  (i) conduct its own business in its own name and require that
         all full-time employees of the Seller, if any, identify themselves as
         such and not as employees of any Originator Entity (including, without
         limitation, by means of providing appropriate employees with business
         or identification cards identifying such employees as the Seller's
         employees);

                  (ii) compensate all employees, consultants and agents
         directly, from the Seller's bank accounts, for services provided to the
         Seller by such employees, consultants and agents and, to the extent any
         employee, consultant or agent of the Seller is also an employee,
         consultant or agent of any Originator Entity, allocate the compensation
         of such employee, consultant or agent between the Seller and such
         Originator Entity on a basis that reflects the services rendered to the
         Seller and such Originator Entity;

                  (iii) clearly identify its offices (by signage or otherwise)
         as its offices and, if such office is located in the offices of any
         Originator Entity, the Seller shall lease such office at a fair market
         rent;

                  (iv) have a separate telephone number, which will be answered
         only in its name and separate stationery, invoices and checks in its
         own name;

                  (v) conduct all transactions with each Originator Entity and
         the Servicer (including, without limitation, any delegation of its
         obligations hereunder as Servicer) strictly on an arm's-length basis,
         allocate all overhead expenses



                                      -36-
<PAGE>   41

         (including, without limitation, telephone and other utility charges)
         for items shared between the Seller and such Originator Entity on the
         basis of actual use to the extent practicable and, to the extent such
         allocation is not practicable, on a basis reasonably related to actual
         use;

                  (vi) at all times have a Board of Directors consisting of
         three members, at least one member of which is an Independent Director;

                  (vii) observe all corporate formalities as a distinct entity,
         and ensure that all corporate actions relating to (A) the selection,
         maintenance or replacement of the Independent Director, (B) the
         dissolution or liquidation of the Seller or (C) the initiation of,
         participation in, acquiescence in or consent to any bankruptcy,
         insolvency, reorganization or similar proceeding involving the Seller,
         are duly authorized by unanimous vote of its Board of Directors
         (including the Independent Director);

                  (viii) maintain the Seller's books and records separate from
         those of any Originator Entity and otherwise readily identifiable as
         its own assets rather than assets of any Originator Entity;

                  (ix) prepare its financial statements separately from those of
         any Originator Entity and insure that any consolidated financial
         statements of any Originator Entity thereof that include the Seller and
         that are filed with the Securities and Exchange Commission or any other
         governmental agency have notes clearly stating that the Seller is a
         separate corporate entity and that its assets will be available first
         and foremost to satisfy the claims of the creditors of the Seller;

                  (x) except as herein specifically otherwise provided, maintain
         the funds or other assets of the Seller separate from, and not
         commingled with, those of any Originator Entity and only maintain bank
         accounts or other depository accounts to which the Seller alone is the
         account party, into which the Seller alone makes deposits and from
         which the Seller alone (or the Servicer or the Agent hereunder) has the
         power to make withdrawals;

                  (xi) pay all of the Seller's operating expenses from the
         Seller's own assets (except for certain payments by an Originator
         Entity or other Persons pursuant to allocation arrangements that comply
         with the requirements of this Section 7.01(h));

                  (xii) operate its business and activities such that: it does
         not engage in any business or activity of any kind, or enter into any
         transaction or indenture, mortgage, instrument, agreement, contract,
         lease or other undertaking, other than the transactions contemplated
         and authorized by this Agreement, the Originator Sale Agreement and the
         other Transaction Documents;



                                      -37-
<PAGE>   42

                  (xiii) maintain its corporate charter in conformity with this
         Agreement;

                  (xiv) maintain the effectiveness of, and continue to perform
         under, the Originator Sale Agreement;

                  (xv) refrain from paying dividends or making distributions,
         loans or other advances to any of its Affiliates except as duly
         authorized by its board of directors and in accordance with applicable
         corporation law;

                  (xvi) refrain from holding itself out to be responsible for
         the Indebtedness of any Originator Entity, and not permit any
         Originator Entity to hold itself out as responsible for the
         Indebtedness of the Seller; and

                  (xvii) take such other actions as are necessary on its part to
         ensure that the facts and assumptions set forth in the opinion issued
         by Troutman Sanders LLP, as counsel for the Seller, in connection with
         the closing or initial purchase under this Agreement and relating to
         true sale and substantive consolidation issues, and in the certificates
         accompanying such opinion, remain true and correct in all material
         respects at all times.

         (i) Collections. The Seller shall cause (1) all proceeds from all
Lock-Boxes to be directly deposited by a Deposit Account Bank into a Deposit
Account and (2) each Lock-Box and Deposit Account to be subject at all times to
a Deposit Account Agreement that is in full force and effect. In the event any
payments relating to Dealer Receivables are remitted directly to the Seller or
any Affiliate of the Seller, the Seller shall remit (or shall cause all such
payments to be remitted) directly to a Deposit Account Bank and deposited into a
Deposit Account within two (2) Business Days following receipt thereof and, at
all times prior to such remittance, the Seller shall itself hold or, if
applicable, shall cause such payments to be held in trust for the exclusive
benefit of the Agent and the Purchasers to the extent of their Investment
therein. The Seller shall maintain exclusive ownership, dominion and control
(subject to the terms of this Agreement) of each Lock-Box and Deposit Account
and shall not grant the right to take dominion and control of any Lock-Box or
Deposit Account at a future time or upon the occurrence of a future event to any
Person, except to the Agent as contemplated by this Agreement.

         (j) Year 2000 Problem. The Seller has taken all actions reasonably
necessary and has committed adequate resources to assure that its computer-based
and other systems are able to effectively process data, including dates before,
on and after January 1, 2000, without experiencing any Year 2000 Problem that
could cause a Material Adverse Effect. At the reasonable request of any
Administrator, the Seller will provide such Administrator with assurances and
substantiations (including, but not limited to, the results of internal or
external audit reports prepared in the ordinary course of business) reasonably
acceptable to such Administrator as to the capability of the Seller to conduct
its business and operations without experiencing a Year 2000 Problem that could
reasonably be expected to have a Material Adverse Effect.



                                      -38-
<PAGE>   43

         (k) Taxes. The Seller shall file all tax returns and reports required
by law to be filed by it and shall promptly pay all taxes and governmental
charges at any time owing, except any such taxes which are not yet delinquent or
are being diligently contested in good faith by appropriate proceedings and for
which adequate reserves in accordance with generally accepted accounting
principles shall have been set aside on its books.

         Section 7.02. Negative Covenants of the Seller. Until the date on which
the Unpaid Obligations have been indefeasibly paid in full and this Agreement
terminates in accordance with its terms, the Seller hereby covenants that:

         (a) Name Change, Offices and Records. The Seller will not change its
name, identity or corporate structure (within the meaning of Section 9-402(7) of
any applicable enactment of the UCC) or relocate its chief executive office or
any office where Records are kept unless it shall have: (i) given each
Administrator at least thirty (30) days' prior written notice thereof and (ii)
delivered to the Agent all financing statements, instruments and other documents
reasonably requested by the Agent in connection with such change or relocation.

         (b) Change in Payment Instructions to Obligors. The Seller will not add
or terminate any bank as a Deposit Account Bank, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box or
Deposit Account in respect of Dealer Receivables, unless the Agent shall have
received, at least ten (10) days before the proposed effective date therefor,
(i) written notice of such addition, termination or change and (ii) with respect
to the addition of a Deposit Account Bank or a Deposit Account or Lock-Box, an
executed Deposit Account Agreement with respect to the new Deposit Account or
Lock-Box; provided, however, that the Seller may make changes in instructions to
Obligors regarding payments on Dealer Receivables if such new instructions
require such Obligor to make payments to another existing Deposit Account or
Lock-Box.

         (c) Modifications to Contracts and Credit and Collection Policy. The
Seller will not make, or consent to, any material change to the Credit and
Collection Policy that could reasonably be expected to adversely affect the
timely collectibility of the Dealer Receivables other than those which (i) have
been approved in writing by each Administrator (such approval not to be
unreasonably withheld) or (ii) are required by applicable law. Except as
provided in Section 8.02(d), the Seller will not, and will not consent to, any
extension, amendment or other modification to the terms of any Dealer Receivable
or any Contract related thereto other than in accordance with the Credit and
Collection Policy.

         (d) Sales, Liens. The Seller shall not sell, assign (by operation of
law or otherwise) or otherwise dispose of, or grant any option with respect to,
or create or suffer to exist any Adverse Claim upon (including, without
limitation, the filing of any financing statement) or with respect to, any
Dealer Receivable, Related Security or Collections, or upon or with respect to
any Contract under which any Dealer Receivable arises, or any Lock-Box or
Deposit Account, or assign any right to receive income with respect thereto



                                      -39-
<PAGE>   44

(other than, in each case, the creation of the interests therein in favor of the
Agent and the Purchasers provided for herein), and the Seller shall defend the
right, title and interest of the Agent and the Purchasers in, to and under any
of the foregoing property, against all claims of third parties claiming through
or under the Seller or the Originator.

         (e) Termination Date Determination. The Seller shall not designate a
Termination Date (as defined in the Originator Sale Agreement), or send any
written notice to the Originator in respect thereof, without the prior written
consent of the Agent, except with respect to the occurrence of such Termination
Date as a result of the occurrence of an Amortization Event (as defined in the
Originator Sale Agreement) pursuant to Section 5.1(d) thereof.

         (f) Nature of Business; Other Agreements; Other Indebtedness. The
Seller shall not engage in any business or activity of any kind or enter into
any transaction or indenture, mortgage, instrument, agreement, contract, lease
or other undertaking other than the transactions contemplated and authorized by
this Agreement, the Originator Sale Agreement and the other Transaction
Documents. Without limiting the generality of the foregoing, the Seller shall
not create, incur, guarantee, assume or suffer to exist any indebtedness or
other liabilities, whether direct or contingent, other than (i) as a result of
the endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (ii) the incurrence of
obligations under this Agreement, (iii) the incurrence of obligations, as
expressly contemplated in the Originator Sale Agreement or any other Transaction
Document, and (iv) the incurrence of operating expenses in the ordinary course
of business. In the event the Seller shall at any time borrow a loan under the
Originator Sale Agreement, the obligations of the Seller in connection with any
such borrowing shall be subordinated to the Unpaid Obligations, on such terms as
shall be reasonably satisfactory to each Administrator.

         (g) Amendments to the Originator Sale Agreement. The Seller shall not,
without the prior written consent of the Agent (which consent will not be
unreasonably withheld), (i) cancel or terminate the Originator Sale Agreement,
(ii) amend, supplement or otherwise modify any of the terms of the Originator
Sale Agreement, (iii) give any consent, waiver, directive or approval under the
Originator Sale Agreement except as required by applicable law, (iv) waive any
default, action, omission or breach under the Originator Sale Agreement, or
otherwise grant any indulgence thereunder or (v) terminate or consent to the
termination of any sub-servicer under the Originator Sale Agreement.

         (h) Amendments to Organizational Documents. Without the prior written
consent of the Agent (such consent not to be unreasonably withheld), the Seller
shall not amend or otherwise modify any provision of its Certificate of
Incorporation or By-Laws to the extent such amendment or modification would
require the prior written consent of each "Independent Director" (as defined
therein) pursuant to the provisions thereof as in effect on the date of this
Agreement.

         (i) Merger. The Seller shall not merge or consolidate with or into, or
convey, transfer, lease or otherwise dispose of (whether in one transaction or
in a series of



                                      -40-
<PAGE>   45

transactions, and except as otherwise contemplated herein) all or any material
part of its assets (whether now owned or hereafter acquired) to, or acquire all
or any material part of the assets of, any Person.

         (j) ERISA. The Seller shall not establish or become a part of any Plan.

         (k) Accounting. The Seller will not account for or treat (whether in
financial statements or otherwise) the transactions contemplated hereby or by
the Originator Sale Agreement in any manner other than the sale of Receivables
by the Seller to the Purchasers or the sale of the Receivables by the Originator
to the Seller, as applicable.

         Section 7.03. Affirmative Covenants of the Servicer. Until the date on
which the Unpaid Obligations have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, the Servicer hereby covenants
as set forth below:

         (a) Financial Reporting. The Servicer will maintain, for itself and
each of its Subsidiaries, a system of accounting established and administered in
accordance with generally accepted accounting principles, and furnish to each
Administrator:

                  (i) Annual Reporting. Within 100 days after the close of each
         of its fiscal years, audited, consolidated financial statements (which
         shall include balance sheets, statements of income and retained
         earnings and a statement of cash flows) for the Servicer and its
         consolidated subsidiaries for such fiscal year certified without
         qualification by Arthur Andersen or other independent public
         accountants acceptable to each Administrator.

                  (ii) Quarterly Reporting. Within 45 days after the close of
         the first three (3) quarterly periods of each of its fiscal years,
         consolidated balance sheets of the Servicer as at the close of each
         such period and statements of income and retained earnings and a
         statement of cash flows for the Servicer and its consolidated
         subsidiaries for the period from the beginning of such fiscal year to
         the end of such quarter, all certified by an Authorized Officer of the
         Servicer.

                  (iii) Compliance Certificate. Together with the financial
         statements required hereunder, a compliance certificate in
         substantially the form of Exhibit E signed by the Servicer's Authorized
         Officer and dated the date of such annual financial statement or such
         quarterly financial statement, as the case may be.

                  (iv) Shareholders Statements and Reports. Promptly upon the
         furnishing thereof to the shareholders of the Servicer copies of all
         financial statements, reports and proxy statements so furnished.

                  (v) S.E.C. Filings. Promptly upon the filing thereof, copies
         of all registration statements and annual, quarterly, monthly or other
         regular reports which the Servicer or any of its Subsidiaries files
         with the Securities and Exchange Commission.



                                      -41-
<PAGE>   46

                  (vi) Change in Credit and Collection Policy. At least ten (10)
         days prior to the effectiveness of any material change in or amendment
         to the Credit and Collection Policy, a notice indicating such change or
         amendment.

                  (vii) Other Information. Promptly, from time to time, such
         other information, documents, records or reports relating to the Dealer
         Receivables or the condition or operations, financial or otherwise, of
         the Servicer as any Administrator may from time to time reasonably
         request.

         (b) Notices. The Servicer will notify each Administrator in writing of
any of the following promptly upon learning of the occurrence thereof,
describing the same and, if applicable, the steps being taken with respect
thereto:

                  (i) Events of Termination or Potential Events of Termination.
         The occurrence of each Early Amortization Event and each Potential
         Early Amortization Event, by a statement of an Authorized Officer of
         the Servicer.

                  (ii) Servicer Default. The occurrence of any Servicer Default.

                  (iii) Material Adverse Effect. The occurrence of any event or
         condition that, has, or could reasonably be expected to have, a
         Material Adverse Effect.

         (c) Compliance with Laws and Preservation of Corporate Existence. The
Servicer will comply in all material respects with all applicable laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
it may be subject, other than where failure would not result in a Material
Adverse Effect. The Servicer will preserve and maintain its corporate existence,
rights, franchises and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified in good standing as a foreign corporation in each
jurisdiction where its business is conducted other than where failure to so
qualify would not have a Material Adverse Effect.

         (d) Audits. The Servicer will, from time to time during regular
business hours as requested by any Administrator upon reasonable notice and at
the sole cost of the Servicer, permit any Administrator, or its agents or
representatives, (i) to examine and make copies of and abstracts from all
Records in the possession or under the control of the Servicer relating to the
Dealer Receivables and the Related Security, including, without limitation, the
related Contracts, and (ii) to visit the offices and properties of the Servicer
for the purpose of examining such materials described in clause (i) above, and
to discuss matters relating to the Servicer's financial condition or the Dealer
Receivables and the Related Security or the Servicer's performance under any of
the Transaction Documents or performance under the Contracts, in each case, with
any of the officers or employees of the Servicer having knowledge of such
matters; provided that they will not interfere with the conducting of Servicer's
business and, provided further, (x) the Administrators of all Related Groups
shall coordinate with each other so as to jointly arrange and conduct the visits
contemplated in clause (ii) and (y) in no single calendar year will the total
number of such visits exceed two.



                                      -42-
<PAGE>   47

         (e) Keeping and Marking of Records and Books.

                  (i) The Servicer will maintain and implement administrative
         and operating procedures (including, without limitation, an ability to
         recreate records evidencing Dealer Receivables in the event of the
         destruction of the originals thereof), and keep and maintain all
         documents, books, records and other information reasonably necessary
         for the collection of all Dealer Receivables (including, without
         limitation, records adequate to permit the prompt identification of
         each new Dealer Receivable and all Collections of and adjustments to
         each existing Dealer Receivable). The Servicer will give each
         Administrator notice of any material change in the administrative and
         operating procedures referred to in the previous sentence.

                  (ii) The Servicer will (A) on or prior to the date hereof,
         mark its master data processing records and other books and records
         relating to the Ownership Interests with a legend describing the
         Ownership Interests and (B) upon the request of any Administrator
         following the occurrence of an Early Amortization Event (x) mark each
         Contract constituting chattel paper under the UCC with a legend
         describing the Ownership Interests and (y) deliver to the Agent all
         such Contracts (including, without limitation, all multiple originals
         of any such Contract) relating to the Dealer Receivables.

         (f) Compliance with Contracts and Credit and Collection Policy. The
Servicer will timely (i) perform and comply with all provisions, covenants and
other promises required to be observed by it under the Contracts related to the
Dealer Receivables, and (ii) comply in all respects with the Credit and
Collection Policy in regard to each Dealer Receivable and the related Contract
except where, in the case of each of both clauses (i) and (ii) such failure to
perform or comply would not have a Material Adverse Effect.

         (g) Collections. The Servicer shall cause (1) all proceeds from all
Lock-Boxes to be directly deposited by a Deposit Account Bank into a Deposit
Account and (2) each Lock-Box and Deposit Account to be subject at all times to
a Deposit Account Agreement that is in full force and effect. In the event any
payments relating to Dealer Receivables are remitted directly to the Servicer or
any Affiliate of the Servicer, the Servicer shall remit (or shall cause all such
payments to be remitted) directly to a Deposit Account Bank and deposited into a
Deposit Account within two (2) Business Days following receipt thereof and, at
all times prior to such remittance, the Servicer shall itself hold or, if
applicable, shall cause such payments to be held in trust for the exclusive
benefit of the Agent and the Purchasers to the extent of their interests
therein.

         (h) Year 2000 Problem. The Servicer has taken all actions reasonably
necessary and committed adequate resources to assure that its and its
Subsidiaries computer-based and other systems are able to effectively process
data, including dates before, on and after January 1, 2000, without experiencing
any Year 2000 Problem that could reasonably be expected to cause a Material
Adverse Effect. At the request of any Administrator, the Servicer will provide
such Administrator with assurances and



                                      -43-
<PAGE>   48

substantiations (including, but not limited to, the results of internal or
external audit reports prepared in the ordinary course of business) reasonably
acceptable to such Administrator as to the capability of the Servicer and its
Subsidiaries to conduct its and their businesses and operations without
experiencing a Year 2000 Problem causing a Material Adverse Effect.

         (i) Taxes. The Servicer shall file all tax returns required by law to
be filed by it and shall promptly pay all taxes and governmental charges at any
time owing, except any such taxes which are not yet delinquent or are being
diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with generally accepted accounting principles
shall have been set aside on its books.

         Section 7.04. Negative Covenants of the Servicer. Until the date on
which the Unpaid Obligations have been indefeasibly paid in full and this
Agreement terminates in accordance with its terms, the Servicer hereby covenants
that:

         (a) Change in Payment Instructions to Obligors. The Servicer will not
add or terminate any bank as a Deposit Account Bank, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box or
Deposit Account in respect of Dealer Receivables, unless the Agent shall have
received, at least ten (10) days before the proposed effective date therefor,
(i) written notice of such addition, termination or change and (ii) with respect
to the addition of a Deposit Account Bank or a Deposit Account or Lock-Box, an
executed Deposit Account Agreement with respect to the new Deposit Account or
Lock-Box; provided, however, that the Servicer may make changes in instructions
to Obligors regarding payments on Dealer Receivables if such new instructions
require such Obligor to make payments to another existing Deposit Account or
Lock-Box.

         (b) Modifications to Contracts and Credit and Collection Policy. The
Servicer will not make any material change to the Credit and Collection Policy
that could reasonably be expected to adversely affect the timely collectibility
of the Dealer Receivables other than those which (i) have been approved in
writing by each Administrator (such approval not to be unreasonably withheld) or
(ii) are required by applicable law. Except as provided in Section 8.02(d), the
Servicer will not extend, amend or otherwise modify the terms of any Dealer
Receivable or any Contract related thereto other than in accordance with the
Credit and Collection Policy.

                                  ARTICLE VIII
                          ADMINISTRATION AND COLLECTION

         Section 8.01.     Designation of Servicer.

         (a) The servicing, administration and collection of the Dealer
Receivables shall be conducted by such Person (the "Servicer") so designated
from time to time in accordance with this Section 8.01. AGCO is hereby
designated as, and hereby agrees to perform the duties and obligations of, the
Servicer pursuant to the terms of this



                                      -44-
<PAGE>   49

Agreement. The Agent may at any time following the occurrence of a Servicer
Default designate as Servicer any Person to succeed AGCO or any successor
Servicer.

         (b) Without the prior written consent of each Administrator and the
Majority Purchasers (which consent shall not be unreasonably withheld), AGCO
shall not be permitted to delegate any of its duties or responsibilities as
Servicer to any Person other than (i) the Seller and (ii) with respect to
certain Defaulted Receivables, outside collection agencies in accordance with
its customary practices. The Seller shall not be permitted to further delegate
to any other Person any of the duties or responsibilities of the Servicer
delegated to it by AGCO. If at any time the Agent shall, in accordance with the
provisions hereof, designate as Servicer any Person other than AGCO, all duties
and responsibilities theretofore delegated by AGCO to the Seller may, at the
discretion of the Agent, be terminated forthwith on notice given by the Agent to
AGCO and to the Seller.

         (c) Notwithstanding the foregoing subsection (b), (i) so long as it is
Servicer hereunder, AGCO shall be and remain primarily liable to the Agent and
the Purchasers for the full and prompt performance of all duties and
responsibilities of the Servicer hereunder and (ii) the Agent and the Purchasers
shall be entitled to deal exclusively with AGCO in matters relating to the
discharge by the Servicer of its duties and responsibilities hereunder. The
Agent and the Purchasers shall not be required to give notice, demand or other
communication to any Person other than AGCO in order for communication to the
Servicer and its sub-Servicer or other delegate with respect thereto to be
accomplished. AGCO, at all times that it is the Servicer, shall be responsible
for providing any sub-Servicer or other delegate of the Servicer with any notice
given to the Servicer under this Agreement.

         Section 8.02.     Duties of Servicer.

         (a) The Servicer shall take or cause to be taken such actions as may be
reasonably necessary to collect each Dealer Receivable from time to time, all in
accordance with applicable laws, rules and regulations, with reasonable care and
diligence, and in accordance with the Credit and Collection Policy.

         (b) The Servicer will instruct all Obligors to pay all Collections
directly to a Lock-Box or Deposit Account. The Servicer shall maintain in full
force and effect a Deposit Account Agreement substantially in the form of
Exhibit B with each bank party to a Deposit Account at any time. In the case of
any remittances received in any Lock-Box or Deposit Account that shall have been
identified, to the reasonable satisfaction of the Servicer, to not constitute
Collections or other proceeds of the Dealer Receivables or the Related Security,
the Servicer shall promptly remit such items to the Person identified to it as
being the owner of such remittances. From and after the date the Agent delivers
to any Deposit Account Bank a Collection Notice pursuant to Section 8.03, the
Agent may request that the Servicer, and the Servicer thereupon promptly shall
instruct all Obligors with respect to the Dealer Receivables, to remit all
payments thereon to a new depositary account specified by the Agent and, at all
times thereafter, the Seller and the Servicer shall not deposit or otherwise
credit, and shall not permit any other Person to deposit or



                                      -45-
<PAGE>   50

otherwise credit to such new depositary account any cash or payment item other
than Collections.

         (c) The Servicer shall administer the Collections in accordance with
the procedures described herein and in Article III. The Servicer shall set aside
and hold in trust for the account of the Seller and the Purchasers their
respective shares of the Collections of Dealer Receivables in accordance with
Article III. The Servicer shall, upon the request of any Administrator,
segregate, in a manner reasonably acceptable to such Administrator, all cash,
checks and other instruments received by it from time to time constituting
Collections from the general funds of the Servicer or the Seller prior to the
remittance thereof in accordance with Article III. If the Servicer shall be
required to segregate Collections pursuant to the preceding sentence, the
Servicer shall segregate and deposit with a bank designated by the Agent such
allocable share of Collections of Dealer Receivables set aside for the
Purchasers on the first Business Day following receipt by the Servicer of such
Collections, duly endorsed or with duly executed instruments of transfer.

         (d) The Servicer may, in accordance with the Credit and Collection
Policy, extend the maturity of any Dealer Receivable or adjust the outstanding
balance of any Dealer Receivable as the Servicer determines to be appropriate to
maximize Collections thereof. Notwithstanding anything herein to the contrary,
from and after the Termination Date until this Agreement is terminated, neither
the Seller nor the Servicer shall, without the consent of the Agent, grant any
discount or take any other action the effect of which would be to reduce the
outstanding balance of any Dealer Receivable or modify the obligation of any
Obligor to pay the full outstanding balance of any Dealer Receivable or extend
the maturity thereof.

         (e) The Servicer shall hold in trust for the Seller and the Purchasers
to the extent of their interests therein all Records that (i) evidence or relate
to the Dealer Receivables, the related Contracts and Related Security or (ii)
are otherwise necessary or desirable to collect the Dealer Receivables and
shall, as soon as reasonably practicable upon demand of the Agent, make
available to the Agent all such Records, at the offices of the Servicer. The
Servicer shall, as soon as practicable following receipt thereof turn over to
the Seller or other owner thereof any cash collections or other cash proceeds
received with respect to Indebtedness owing to the Seller not constituting
Dealer Receivables. The Servicer shall, from time to time at the reasonable
request of any Purchaser, furnish to such Purchaser (promptly after any such
request) a calculation of the amount set aside for the Purchaser pursuant to
Article III.

         (f) Any payment by an Obligor in respect of any indebtedness owed by it
to the Originator or the Seller shall, except as otherwise specified by such
Obligor or otherwise required by contract or law and unless otherwise instructed
by the Agent, be applied in accordance with the methodology set out in for the
application of such payments in the Credit and Collection Policy.

         Section 8.03. Collection Notices. The Agent is authorized at any time
after the occurrence and during the continuation of a Cash Control Event to date
and to deliver to



                                      -46-
<PAGE>   51

the Deposit Account Banks the Collection Notices. The Seller hereby transfers to
the Agent for the benefit of the Purchasers, effective when the Agent delivers
such notice, the exclusive ownership and control of each Lock-Box and the
Deposit Accounts. In case any authorized signatory of the Seller whose signature
appears on a Deposit Account Agreement shall cease to have such authority before
the delivery of such notice, such Collection Notice shall nevertheless be valid
as if such authority had remained in force. The Seller hereby authorizes the
Agent, and agrees that the Agent shall be entitled at any time after the
occurrence and during the continuation of a Cash Control Event to (i) endorse
the Seller's name on checks and other instruments representing Collections, (ii)
enforce the Dealer Receivables, the related Contracts and the Related Security
and (iii) take such action as shall be necessary or desirable to cause all cash,
checks and other instruments constituting Collections of Dealer Receivables to
come into the possession of the Agent rather than the Seller.

         Section 8.04. Responsibilities of the Seller. Anything herein to the
contrary notwithstanding, the exercise by the Agent, the Administrators and the
Purchasers of their rights hereunder shall not release the Servicer, the
Originator or the Seller from any of their duties or obligations with respect to
any Dealer Receivables or under the related Contracts. The Purchasers shall have
no obligation or liability with respect to any Dealer Receivables or related
Contracts, nor shall any of them be obligated to perform the obligations of the
Seller.

         Section 8.05. Reports and Other Information. 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) 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. The Servicer shall determine the Net Eligible
Receivables Balance, the aggregate Investment and the Credit Enhancement in
connection with each Purchase hereunder.

         Section 8.06. Servicer Fees. In consideration of AGCO's agreement to
act as Servicer hereunder, the Purchasers hereby agree that, so long as AGCO
shall continue to perform as Servicer hereunder, the Seller shall pay over to
AGCO a fee (the "Servicer Fee") on each Payment Date equal to 1% per annum of
the average daily Outstanding Balance of the Dealer Receivables during the
calendar month then most recently ended as compensation for its servicing
activities. The Servicer Fee shall be payable solely out of Collections
available for such purpose pursuant to Article III. In the event such
Collections are insufficient to pay the accrued and unpaid Servicer Fee in full,
the Servicer shall have no claim against the Seller, the Agent or any
Administrator for such deficiency. In the event the Agent shall, in accordance
with the provisions hereof, designate as Servicer any Person other than AGCO,
then the Servicer Fee payable to such successor Servicer shall be such fee as
shall be agreed in writing between such successor Servicer and the Agent;
provided that in no event shall such Servicer Fee exceed 2% per annum on the
average daily Outstanding Balance of the Dealer Receivables.



                                      -47-
<PAGE>   52

         Section 8.07. Servicer Defaults. The occurrence of any one or more of
the following events shall constitute a "Servicer Default":

         (a) The Servicer shall fail to make any payment or deposit to the
Agent, any Purchaser or any Administrator required under the provisions of
Section 3.05 of this Agreement when due and such failure shall continue for one
(1) Business Day after such due date;

         (b) The Servicer shall fail to make any payment or deposit required
under the provisions hereof and of the other Transaction Documents (other than
those contemplated in (a) hereinabove) when due and such failure shall continue
for five (5) Business Days after such due date;

         (c) The Servicer shall fail to perform or observe any term, covenant or
agreement hereunder or under any other Transaction Document (other than as
referred to in paragraph (a)) and such failure shall continue for fifteen (15)
days after the earlier of (i) the date on which the Servicer obtains knowledge
thereof and (ii) the date on which written notice thereof is given to the
Servicer;

         (d) Any representation, warranty, certification or statement made by
the Servicer in this Agreement, any other Transaction Document or in any other
document delivered pursuant hereto or thereto shall prove to have been incorrect
in any material respect when made or deemed made and either (i) the failure of
such representation, warranty, certification or statement to be true and correct
shall have a Material Adverse Effect or (ii) such representation, warranty,
certification or statement shall continue to be incorrect;

         (e) The Servicer or any of its Subsidiaries shall generally not pay its
debts as such debts become due or shall admit in writing its inability to pay
its debts generally or shall make a general assignment for the benefit of
creditors; or any proceeding shall be instituted by or against any such Person
seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee or other similar official for it or
any substantial part of its property or (ii) any such Person shall take any
corporate action to authorize any of the actions set forth in clause (i) above
in this subsection (d);

         (f) The Agent for the benefit of the Purchasers shall cease to have a
valid and perfected first priority security interest in the Dealer Receivables,
the Related Security and the Collections with respect thereto and the Deposit
Accounts;

         (g) The long-term senior unsecured debt of AGCO shall not be rated at
least B+ by S&P and at least B1 by Moody's;



                                      -48-
<PAGE>   53

         (h) A material adverse change shall have occurred in the collectibility
of the Dealer Receivables generally or of any material portion of the Dealer
Receivables; or

         (i) One or more final judgments for the payment of money in excess or
$10,000,000 shall be entered against the Servicer, and such judgment shall
continue unsatisfied and in effect for fifteen (15) consecutive days without a
stay of execution; or

         (j) The failure of the Servicer to pay any Indebtedness when due in
excess of $10,000,000 and the continuance of such failure after the applicable
grace period, if any, specified in the agreement or instrument relating to such
Indebtedness; or the default by the Servicer in the performance of any term,
provision or condition contained in any agreement under which any such
Indebtedness was created or is governed, the effect of which is to cause, or to
permit the holder or holders of such Indebtedness to cause, such Indebtedness to
become due prior to its stated maturity; or any such Indebtedness of the
Servicer shall be declared to be due and payable or required to be prepaid
(other than by a regularly scheduled payment) prior to the date of maturity
thereof;

provided, however, that notwithstanding the foregoing, a delay in or a failure
of performance referred to in clause (a) and (b) for a period of five (5)
Business Days, or referred to under clauses (c) or (d) for a period of fifteen
(15) days (in addition to any period provided in (a), (b), (c) or (d) (together,
the "Additional Grace Periods") shall not constitute a Servicer Default until
the expiration of such Additional Grace Periods, if such delay or failure could
not be prevented by the exercise of reasonable diligence by the Servicer and
such delay was caused by force majeur.

         Section 8.08. Replacement of the Servicer. If AGCO is removed as
Servicer pursuant to Section 9.02 following the occurrence of an Early
Amortization Event, AGCO shall take all actions necessary, or that the Agent may
reasonably request, to facilitate the prompt and efficient transfer of
responsibilities of the Servicer to any successor Servicer designated by the
Agent, including without limitation, transferring to the Agent or such successor
all Records, correspondence and documents (including computer software)
requested by the Agent or such successor and to permit the Agent and such
successor to have access to, and to copy, all software used by AGCO in the
collection, administration or monitoring of the Dealer Receivables, Related
Security and Collections. In connection therewith, the Agent may enter into a
separate servicing agreement with any such successor Servicer relating to the
rights and obligations of such successor as Servicer hereunder and, to the
extent of any inconsistency between such servicing agreement and this Agreement
regarding such rights and obligations, such servicing agreement shall control;
provided that the Agent shall use reasonable efforts to minimize any such
inconsistency to the extent such inconsistency would have a material adverse
effect on the Seller or the Originator.



                                      -49-
<PAGE>   54


                                   ARTICLE IX
                            EARLY AMORTIZATION EVENTS


         Section 9.01. Early Amortization Events. The occurrence of any one or
more of the following events shall constitute an "Early Amortization Event":

         (a) Either the Seller or the Originator shall fail to make any payment
or deposit required hereunder or under any other Transaction Document when due
and such failure shall remain unremedied for five (5) Business Days;

         (b) Either the Seller or the Originator shall fail to perform or
observe any term, covenant or agreement hereunder or under any other Transaction
Document (other than as referred to in paragraph (a)) and such failure shall
continue for fifteen (15) days after the earlier of (i) the date on which the
Seller or the Originator obtains knowledge thereof and (ii) the date on which
written notice thereof is given to the Seller or the Originator;

         (c) Any representation, warranty, certification or statement made by
the Seller or the Originator in this Agreement, any other Transaction Document
or in any other document delivered pursuant hereto or thereto shall prove to
have been incorrect in any material respect when made or deemed made and either
(i) the failure of such representation, warranty, certification or statement to
be true and correct shall have a Material Adverse Effect or (ii) such
representation, warranty, certification or statement shall continue to be
incorrect;

         (d) Any Servicer Default shall occur and be continuing;

         (e) (i) The Seller, the Originator or any of their respective
Subsidiaries shall generally not pay its debts as such debts become due or shall
admit in writing its inability to pay its debts generally or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against any such Person seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its property
or (ii) any such Person shall take any corporate action to authorize any of the
actions set forth in clause (i) above in this subsection (e);

         (f) The Agent for the benefit of the Purchasers shall cease to have a
valid and perfected first priority security interest in the Dealer Receivables,
the Related Security and the Collections with respect thereto and the Deposit
Accounts;

         (g) The Seller shall be required to register as an "investment company"
by the provisions of the Investment Company Act of 1940, as amended;

         (h) As at the end of any calendar month, (i) the Variable Dilution
Ratio shall exceed 5.0%, (ii) the average of the Planned Dilution Ratios for the
three most recently ended calendar months shall exceed 20%, (y) the average of
the Payment Rates for the three most recently ended calendar months shall be
less than (x) if such three calendar



                                      -50-
<PAGE>   55

month period shall end with the month of January, February, March or April, 4.0%
and (y) in all other cases, 9.0% or (iv) the Default Ratio shall exceed 2.0%;

         (i) The aggregate Ownership Interests shall exceed 100% and shall
continue as such until the earlier of (i) two Business Days following the date
either the Seller or the Servicer has actual knowledge thereof and (ii) the next
Payment Date; or

         (j) The "Termination Date" or an "Amortization Event" shall occur under
the Originator Sale Agreement or the Originator shall for any reason cease to
transfer, or cease to have the legal capacity to transfer, or otherwise be
incapable of transferring Dealer Receivables to the Seller under the Originator
Sale Agreement.

         Section 9.02. Remedies. Upon the occurrence and during the continuation
of an Early Amortization Event, the Agent may, or upon the direction of the
Majority Purchasers shall, take any of the following actions: (i) replace the
Person then acting as Servicer, (ii) declare the Termination Date to have
occurred, whereupon the Termination Date shall forthwith occur, without demand,
protest or further notice of any kind, all of which are hereby expressly waived
by each of the Seller and the Servicer; provided, however, that upon the
occurrence of an Early Amortization Event described in Section 9.01(e), or of an
actual or deemed entry of an order for relief with respect to the Seller or the
Servicer under the Federal Bankruptcy Code, the Termination Date shall
automatically occur, without demand, protest or any notice of any kind, all of
which are hereby expressly waived by each of the Seller and the Servicer, (iii)
to the fullest extent permitted by applicable law, declare that the Yield Rate
shall be equal to the Base Rate plus 2% for all outstanding Ownership Interests,
(iv) deliver the Collection Notices to the Deposit Account Banks, and (v) notify
Obligors of the Purchasers' interest in the Dealer Receivables. Further, in the
event of an Early Amortization Event arising as a result of a Servicer Default
under Section 8.07 (a), (b), (c) or (d), during the Additional Grace Periods
applicable to such Servicer Defaults (and unless the relevant actions or
omissions are remedied prior to the expiration of the applicable Additional
Grace Periods) the Purchasers shall not be required to make any Purchases, of
whatever type, of any Dealer Receivables. The aforementioned rights and remedies
shall be in addition to all other rights and remedies of the Agent and the
Purchasers available under this Agreement, by operation of law, at equity or
otherwise, all of which are hereby expressly preserved, including, without
limitation, all rights and remedies provided under the UCC, all of which rights
shall be cumulative.

                                    ARTICLE X
                                 INDEMNIFICATION

         Section 10.01. Indemnities.

         (a) Seller Indemnities. Without limiting any other rights that the
Agent, any Administrator or any Purchaser may have hereunder or under applicable
law, the Seller hereby agrees to indemnify the Agent, each Administrator and
each Purchaser and their respective assigns, officers, directors, agents and
employees (each an "Indemnified Party")



                                      -51-
<PAGE>   56

from and against any and all damages, losses, claims, taxes, liabilities, costs,
expenses and for all other amounts payable, including reasonable attorneys' fees
(which attorneys may be employees of the Agent or such Purchaser) and
disbursements (all of the foregoing being collectively referred to as
"Indemnified Amounts") awarded against or incurred by any of them arising out of
or as a result of this Agreement or the acquisition, either directly or
indirectly, by the Agent or a Purchaser of an interest in the Dealer Receivables
excluding, however:

                  (i) Indemnified Amounts to the extent a final judgment of a
         court of competent jurisdiction holds that such Indemnified Amounts
         resulted from gross negligence or willful misconduct on the part of the
         Indemnified Party seeking indemnification;

                  (ii) Indemnified Amounts to the extent the same include losses
         in respect of Dealer Receivables that are uncollectible on account of
         the insolvency, bankruptcy or lack of creditworthiness or other failure
         to pay of the related Obligor where such failure is not caused by any
         action or inaction on the part of AGCO in connection with any Dealer
         Receivable or Dealer Agreement;

                  (iii) taxes imposed by the jurisdiction in which such
         Indemnified Party is organized or in which it is otherwise doing
         business on or measured by the overall net income of such Indemnified
         Party to the extent that the computation of such taxes is consistent
         with the Intended Tax Characterization;

provided, however, that nothing contained in this sentence shall limit the
liability of either the Seller or the Servicer or limit the recourse of the
Purchasers to either the Seller or the Servicer for amounts otherwise
specifically provided to be paid by such Person under the terms of this
Agreement. Without limiting the generality of the foregoing indemnification, the
Seller shall indemnify each Indemnified Party for Indemnified Amounts
(including, without limitation, losses in respect of uncollectible receivables,
regardless of whether reimbursement therefor would constitute recourse to the
Seller or the Servicer) resulting from:


                  (i) breach of any representation or warranty made by the
         Seller, the Servicer or the Originator (or any officers of any such
         Person) under or in connection with this Agreement, any other
         Transaction Document or any other information or report delivered by
         any such Person pursuant hereto or thereto, which shall have been false
         or incorrect when made or deemed made;

                  (ii) the failure by the Seller, the Servicer or the Originator
         to comply with any applicable law, rule or regulation with respect to
         any Dealer Receivable or Contract related thereto, or the nonconformity
         of any Dealer Receivable or Contract included therein with any such
         applicable law, rule or regulation or any failure of the Originator to
         keep or perform any of its obligations, express or implied, with
         respect to any Contract;



                                      -52-
<PAGE>   57

                  (iii) any failure of the Seller, the Servicer or the
         Originator to perform its duties, covenants or other obligations in
         accordance with the provisions of this Agreement or any other
         Transaction Document;

                  (iv) any products liability, personal injury or damage suit,
         or similar claim arising out of or in connection with merchandise,
         insurance or services that are the subject of any Contract or any
         Dealer Receivable;

                  (v) any dispute, claim, offset or defense (other than
         discharge in bankruptcy of the Obligor) of the Obligor to the payment
         of any Dealer Receivable arising on or prior to the Termination Date
         (including, without limitation, a defense based on such Dealer
         Receivable or the related Contract not being a legal, valid and binding
         obligation of such Obligor enforceable against it in accordance with
         its terms), or any other claim resulting from the sale of the
         merchandise or service related to such Dealer Receivable or the
         furnishing or failure to furnish such merchandise or services;

                  (vi) the commingling of Collections of Dealer Receivables at
         any time with other funds;

                  (vii) any investigation, litigation or proceeding related to
         or arising from this Agreement or any other Transaction Document, the
         transactions contemplated hereby, the use of the proceeds of a
         purchase, the ownership of the Ownership Interests or any other
         investigation, litigation or proceeding relating to the Seller, the
         Servicer or the Originator in which any Indemnified Party becomes
         involved as a result of any of the transactions contemplated hereby;

                  (viii) any inability to litigate any claim against any Obligor
         in respect of any Dealer Receivable as a result of such Obligor being
         immune from civil and commercial law and suit on the grounds of
         sovereignty or otherwise from any legal action, suit or proceeding;

                  (ix) any Early Amortization Event described in Section
         9.01(d);

                  (x) any failure of the Seller to acquire and maintain legal
         and equitable title to, and ownership of any Dealer Receivable and the
         Related Security and Collections with respect thereto from the
         Originator, free and clear of any Adverse Claim (other than as created
         hereunder); or any failure of the Seller to give reasonably equivalent
         value to the Originator under the Originator Sale Agreement in
         consideration of the transfer by the Originator of any Dealer
         Receivable, or any attempt by any Person to void such transfer under
         statutory provisions or common law or equitable action; or any failure
         of the Seller to have a first priority perfected security interest in
         the Equipment the sale of which gave rise to any Dealer Receivable;



                                      -53-
<PAGE>   58

                  (xi) any failure to vest and maintain vested in the Agent and
         the Purchasers, or to transfer to the Agent and the Purchasers, legal
         and equitable title to, and ownership of, a first priority undivided
         percentage ownership (to the extent of the Ownership Interests
         contemplated hereunder) in the Dealer Receivables, the Related Security
         and the Collections, free and clear of any Adverse Claim;

                  (xii) the failure to have filed, or any delay in filing,
         financing statements or other similar instruments or documents under
         the UCC of any applicable jurisdiction or other applicable laws with
         respect to any Dealer Receivable, the Related Security and Collections
         with respect thereto, and the proceeds of any thereof, whether at the
         time of any Incremental Purchase or Reinvestment Purchase or at any
         subsequent time;

                  (xiii) any action or omission by either the Seller or the
         Servicer which reduces or impairs the rights of the Agent or the
         Purchasers with respect to any Dealer Receivable or the value of any
         such Dealer Receivable;

                  (xiv) any attempt by any Person to void any Incremental
         Purchase or Reinvestment Purchase hereunder under statutory provisions
         or common law or equitable action; or

                  (xv) the failure of any Dealer Receivable treated as or
         represented to be an Eligible Receivable at any time by the Seller, the
         Originator or the Servicer (including, without limitation, for purposes
         of calculating the Net Eligible Receivables Balance) to be an Eligible
         Receivable as of such time.

         (b) Servicer Indemnities. Without limiting any other rights that any
Indemnified Party may have hereunder or under applicable law, the Servicer
hereby agrees to indemnify each Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from:

                  (i) any representation or warranty made by the Servicer (or
         any officers of the Servicer) in writing under or in connection with
         this Agreement, any other Transaction Document or any other information
         or report delivered by any such Person pursuant hereto or thereto,
         which shall have been false or incorrect when made or deemed made;

                  (ii) the failure by the Servicer to comply with any applicable
         law, rule or regulation with respect to any Dealer Receivable or
         Contract related thereto;

                  (iii) any failure of the Servicer to perform its duties,
         covenants or other obligations in accordance with the provisions of
         this Agreement or any other Transaction Document;

                  (iv) the commingling of Collections of Dealer Receivables at
         any time with other funds;



                                      -54-
<PAGE>   59

                  (v) any failure of the Seller to acquire and maintain legal
         and equitable title to, and ownership of any Dealer Receivable and the
         Related Security and Collections with respect thereto from the
         Originator, free and clear of any Adverse Claim (other than as created
         hereunder); or any failure of the Seller to give reasonably equivalent
         value to the Originator under the Originator Sale Agreement in
         consideration of the transfer by the Originator of any Dealer
         Receivable, or any attempt by any Person to void such transfer under
         statutory provisions or common law or equitable action;

                  (vi) any failure to vest and maintain vested in the Agent and
         the Purchasers, or to transfer to the Agent and the Purchasers, legal
         and equitable title to, and ownership of, a first priority undivided
         percentage ownership (to the extent of the Ownership Interests
         contemplated hereunder) in the Dealer Receivables arising on or prior
         to the Termination Date and the Related Security and the Collections
         with respect thereto free and clear of any Adverse Claim created by or
         arising as a result of a claim against Servicer;

                  (vii) the failure to have filed, or any delay in filing,
         financing statements or other similar instruments or documents under
         the UCC of any applicable jurisdiction or other applicable laws with
         respect to any Dealer Receivable, the Related Security and Collections
         with respect thereto, and the proceeds of any thereof, to the extent
         the Servicer is required to file the same, whether at the time of any
         Incremental Purchase or Reinvestment Purchase or at any subsequent
         time;

                  (viii) any action or omission by the Servicer (other than in
         accordance with or as contemplated by this Agreement or any other
         Transaction Document) which reduces or impairs the rights of the Agent
         or the Purchasers with respect to any Dealer Receivable or the value of
         any such Dealer Receivable;

                  (ix)     the Year 2000 Problem; or

                  (x) the failure of any Dealer Receivable treated as or
         represented to be an Eligible Receivable at any time by the Servicer
         (including, without limitation, for purposes of calculating the Net
         Eligible Receivables Balance) to be an Eligible Receivable as of such
         time.

         Section 10.02.    Increased Cost and Reduced Return.

         (a) If, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other governmental agency or
authority (whether or not having the force of law), there shall be any increase
in the cost to any Affected Party with respect to this Agreement or any Conduit
Funding Agreement or in connection with its obligations under this Agreement or
any Conduit Funding Agreement related to this Agreement for which the Affected
Party is not entitled to payment hereunder, then the Seller shall from time to
time, upon demand by such Affected Party (with a copy of such demand to the



                                      -55-
<PAGE>   60

Agent), pay to such Affected Party additional amounts sufficient to compensate
such Affected Party for such increased cost. A certificate setting forth in
reasonable detail the amount of such increased cost submitted to the Seller by
such Affected Party shall be conclusive and binding for all purposes, absent
manifest error.

         (b) Without duplication of (a), if either (i) the introduction
following the date of this Agreement of, or any change following the date of
this Agreement in or in the interpretation of, any law or regulation or (ii) the
compliance by any Affected Party with any law or regulation or any guideline or
request or any written interpretation from any central bank or other
governmental authority issued after the date of this Agreement (whether or not
having the force of law), affects the amount of capital required to be
maintained by such Affected Party or any corporation controlling such Affected
Party and the amount of such capital is increased by or based upon this
Agreement or any Conduit Funding Agreement related to this Agreement or an
Affected Party's obligations under this Agreement or a Conduit Funding
Agreement, then, upon demand by such Affected Party (with a copy of such demand
to be sent to the Agent related to this Agreement), the Seller shall pay to such
Affected Party, from time to time as specified by such Affected Party,
additional amounts sufficient to compensate such Affected Party or such
controlling corporation in the light of such circumstances. A certificate
setting forth in reasonable detail such amounts submitted to the Seller by such
Affected Party shall be conclusive and binding for all purposes, absent manifest
error.

         (c) Notwithstanding anything herein to the contrary, the Seller shall
not be obligated to pay any amounts under Section 10.2(a) or (b), to the extent
such amounts resulted from an increased cost incurred or an increased capital
requirement imposed more than 90 days prior to the date of the certificate in
which such amounts were set forth; provided, that, for purposes of the
foregoing, any such increased cost or increased capital requirement shall be
deemed to have been incurred or imposed, as applicable, on the date on which
such increased cost is actually incurred or such increased capital requirement
is actually imposed, whether or not such increased cost or increased capital
requirement relates back to a period of time prior to such date.

         (d) Each Affected Party shall use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to reduce or
eliminate any claim for compensation pursuant to this Section 10.02, provided
that nothing contained herein shall obligate any Affected Party to take any
action which, in the opinion of such Affected Party, is unlawful or otherwise
disadvantageous to such Affected Party.

         (e) Any Committed Purchaser making a claim for payment pursuant to
Section 10.02 shall, upon request from the Seller delivered to such Committed
Purchaser, assign, in accordance with the provisions of Section 12.01(b) all of
its rights and obligations under this Agreement to another financial institution
selected by the Seller and approved by the related Administrator in
consideration for the payment to such Committed Purchaser of the amount of its
outstanding Investment, together with any and all accrued and unpaid Yield
thereon and all other Unpaid Obligations owing to such Committed Purchaser under
the Transaction Documents accrued to the date of such assignment.



                                      -56-
<PAGE>   61

         Section 10.03. Taxes.

         (a) Any and all payments by the Seller hereunder shall be made free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Purchaser, each Administrator and the
Agent, net income taxes and franchise taxes that are imposed on such Purchaser
or the Agent and, in the case of each Purchaser, franchise taxes and net income
taxes that are imposed on such Purchaser (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If the Seller shall be required by law to deduct any
Taxes from or in respect of any sum payable hereunder to any Purchaser or the
Agent, (i) the sum payable shall be increased as may be necessary so that, after
making all required deductions (including deductions applicable to additional
sums payable under this Section 10.03), such Purchaser or the Agent (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Seller shall make such deductions and (iii) the
Seller shall pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable law.

         (b) In addition, the Seller agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement
(hereinafter referred to as "Other Taxes").

         (c) The Seller will indemnify each Purchaser and the Agent for (i) the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this Section
10.03) paid by such Purchaser or the Agent (as the case may be) and (ii) any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto other than those resulting from such Purchaser's or the Agent's
willful or negligent failure to pay such Taxes or Other Taxes; provided that a
Purchaser or the Agent, as appropriate, making a demand for indemnity payment
shall provide the Seller, at its address referred to in Section 13.02, with a
certificate from the relevant taxing authority or from a responsible officer of
such Purchaser or the Agent stating or otherwise evidencing that a Purchaser or
the Agent has made payment of such Taxes or Other Taxes and will provide a copy
of or extract from documentation, if available, furnished by such taxing
authority evidencing assertion or payment of such Taxes or Other Taxes.

         (d) Within 30 days after the date of any payment of Taxes, the Seller
will furnish to the Agent, at its address referred to in Section 13.02,
appropriate evidence of payment thereof.

         (e) The Agent and each Purchaser that is not created or organized under
the laws of the United States or a political subdivision thereof shall, to the
extent that it may then do so under applicable laws and regulations, deliver to
the Seller (with, in the case of each Purchaser, a copy to the Agent) (i) within
15 days after the date hereof, or, if later, the date on which such Purchaser
becomes a Purchaser pursuant to Section 12.01 hereof,



                                      -57-
<PAGE>   62

two (or such other number as may be from time to time prescribed by applicable
laws or regulations) duly completed copies of IRS Form 4224 or Form 1001 (or any
successor forms or other certificates or statements which may be required from
time to time by the relevant United States taxing authorities or applicable laws
or regulations), as appropriate, to permit the Seller to make payments hereunder
for the account of such Purchaser or the Agent, as the case may be, without
deduction or withholding of United States federal income or similar taxes and
(ii) upon the obsolescence of or after the occurrence of any event requiring a
change in, any form or certificate previously delivered pursuant to this Section
10.03(e), copies (in such numbers as may from time to time be prescribed by
applicable laws or regulations) of such additional, amended or successor forms,
certificates or statements as may be required under applicable laws or
regulations to permit the Seller and the Agent to make payments hereunder for
the account of such Purchaser or the Agent, as the case may be, without
deduction or withholding of United States federal income or similar taxes.

         (f) For any period with respect to which a Purchaser or the Agent has
failed to provide the Seller with the appropriate form, certificate or statement
described in Section 10.03(e) (other than if such failure is due to a change in
law occurring after the date of this Agreement), such Purchaser or the Agent, as
the case may be, shall not be entitled to indemnification under Section 10.03(a)
or 10.03(c) with respect to Taxes imposed by the United States.

         (g) Within 30 days of the written request of the Seller therefor, the
Agent and each Purchaser, as appropriate, shall execute and deliver to the
Seller such certificates, forms or other documents which can be furnished
consistent with the facts and which are reasonably necessary to assist the
Seller in applying for refunds of taxes remitted hereunder.

         (h) The parties hereto have structured this Agreement with the
intention that the Ownership Interests of the Purchasers will be treated under
applicable federal, state, local and foreign tax law as indebtedness secured by
the Dealer Receivables, the Related Security, the Deposit Accounts and the
Collections (the "Intended Tax Characterization"). Each of the parties hereto
agrees to treat and to take no action inconsistent with the treatment of the
Ownership Interests of the Purchasers as such indebtedness for purposes of
federal, state, local and foreign income or franchise taxes and any other tax
imposed on or measured by income.

         Section 10.04. Other Costs and Expenses. The Seller shall pay to the
Agent, each Administrator and each Purchaser on demand all reasonable costs and
out-of-pocket expenses in connection with the preparation, execution, delivery
and administration of this Agreement, the transactions contemplated hereby and
the other documents to be delivered hereunder, including without limitation, (i)
the cost of the Agent's or any Administrator's auditors auditing the books,
records and procedures of the Seller, (ii) rating agency fees incurred by any
Administrator or Conduit Purchaser in connection with the transactions
contemplated hereby, and (iii) reasonable fees and out-of-pocket expenses of
legal counsel for the Agent, each Administrator and each Purchaser with respect
thereto and with



                                      -58-
<PAGE>   63

respect to advising the Agent, such Administrator or such Purchaser as to its
rights and remedies under this Agreement. The Seller shall pay to the Agent,
each Administrator and each Purchaser on demand any and all reasonable costs and
expenses of such Person, if any, including reasonable counsel fees and expenses
in connection with the enforcement of this Agreement and the other documents
delivered hereunder and in connection with any restructuring or workout of this
Agreement or such documents, or the administration of this Agreement following
an Early Amortization Event.

                                   ARTICLE XI
                        THE AGENT AND THE ADMINISTRATORS

         Section 11.01. Authorization and Action of Agent. Each Purchaser hereby
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under this Agreement and the other Transaction Documents
to which the Agent is a party, as are delegated to the Agent by the terms hereof
and thereof, together with such powers as are reasonably incidental thereto. As
to any matters not expressly provided for by this Agreement, the Agent shall not
be required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Majority Purchasers, and
such instructions shall be binding upon all the Purchasers; provided, however,
that the Agent shall not be required to take any action which exposes it to
personal liability or which is contrary to this Agreement or applicable law. The
Agent agrees to give to each Purchaser prompt notice of each notice given to it
by the Seller or the Servicer pursuant to the terms of this Agreement.

         Section 11.02. Agents' Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for the gross negligence or willful misconduct of the Agent. Without
limiting the generality of the foregoing, the Agent: (i) may treat the Purchaser
that made any purchase as the holder of the Ownership Interest related thereto
until the Agent receives and accepts an Assignment Agreement entered into by
such Purchaser, as assignor, and another Person, as assignee, as provided in
Section 12.01; (ii) may consult with legal counsel (including counsel for the
Seller), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Purchaser and shall not be
responsible to any Purchaser for any statements, warranties or representations
(whether written or oral) made in or in connection with this Agreement or any
other Transaction Document; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any other Transaction Document on the part of
the Seller or to inspect the property (including the books and records) of the
Seller; (v) shall not be responsible to any Purchaser for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement, the other Transaction Documents, or any other instrument or document
furnished pursuant hereto or thereto; and (vi) shall incur no liability under or
in respect of this Agreement by acting upon any notice, consent, certificate or
other



                                      -59-
<PAGE>   64

instrument or writing (which may be by facsimile) reasonably believed by it to
be genuine and signed or sent by the proper party or parties.

         Section 11.03. Rabobank and Affiliates. With respect to its Commitment
and the Ownership Interests held by it, if any, Rabobank shall have the same
rights and powers as any other Committed Purchaser and may exercise the same as
though it were not the Agent or acting in any other capacity under any
Transaction Document or Conduit Funding Agreement, and the term "Committed
Purchaser" or "Committed Purchasers" shall, unless otherwise expressly
indicated, include Rabobank in its individual capacity as a Committed Purchaser
hereunder. Rabobank and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures of, and generally engage in any kind of business
with, the Seller, any of its Affiliates and any Person who may do business with
or own securities of the Seller or any such Affiliate, all as if Rabobank were
not the Agent or acting in any other capacity under any Transaction Document or
Conduit Funding Agreement, and without any duty to account therefor to the
Purchasers.

         Section 11.04. Purchaser Credit Decision. Each Purchaser acknowledges
that it has, independently and without reliance upon the Agent or any other
Purchaser and based on such financial statements and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Transaction Documents to
which it is a party. Each Purchaser also acknowledges that it will,
independently and without reliance upon the Agent or any other Purchaser and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement and such other Transaction Documents.

         Section 11.05. Indemnification. The Committed Purchasers agree to
indemnify the Agent and its directors, officers and employees (to the extent not
reimbursed by the Seller), ratably in proportion to their respective
Commitments, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of this
Agreement, any of the other Transaction Documents or the transactions
contemplated hereby or thereby, or any action taken or omitted by the Agent or
in any such capacity under this Agreement or any of the other Transaction
Documents, provided that no Committed Purchaser shall be liable for any portion
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the Agent's
gross negligence or willful misconduct. Without limitation to the foregoing,
each Committed Purchaser agrees to reimburse the Agent promptly upon demand for
such Committed Purchaser's ratable share (computed based on the ratio which such
Committed Purchaser's Commitment bears to the aggregate of the Commitments
hereunder) of any out-of-pocket expenses (including reasonable counsel fees)
incurred by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment, waiver or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement or any of the other Transaction
Documents, to the extent that such Agent



                                      -60-
<PAGE>   65

is not reimbursed for such expenses by the Seller. From and after the occurrence
of the Termination Date, the indemnification obligations of the Committed
Purchasers under this Section 11.05 shall be calculated as if their respective
Commitments on the day immediately prior to the Termination Date remained in
effect.

         Section 11.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Purchasers and the Seller, and may be
removed at any time with or without cause by the Majority Purchasers upon
written notice thereof to the Agent and the Seller. Such resignation or removal
shall become effective as set forth below. The Majority Purchasers shall have
the right to appoint a successor Agent, provided that the Seller, the Servicer
and each Administrator shall have the right to approve the successor Agent,
which approval shall not be unreasonably withheld. If no successor Agent shall
have been so appointed by the Majority Purchasers and approved by the Seller,
the Servicer and each Administrator, and shall have accepted such appointment,
within 30 days after the departing Agent's giving of notice of resignation or
the Majority Purchasers' removal of the departing Agent, then the departing
Agent may, on behalf of the Purchasers, appoint a successor Agent, which
successor Agent shall have short-term debt ratings of at least A-1 from S&P and
P-1 from Moody's and shall be either a commercial bank having a combined capital
and surplus of at least $250,000,000 or an Affiliate of such an institution.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all of
the rights, powers, privileges and duties of the departing Agent, and the
departing Agent shall be discharged from its duties and obligations under this
Agreement; provided that the appointment of such successor Agent shall not
become effective until each Conduit Purchaser shall have received written
confirmation from each of the rating agencies then rating the Commercial Paper
Notes of such Conduit Purchaser that the rating of such Commercial Paper Notes
would not, as a result of such appointment, be reduced or withdrawn.
Notwithstanding anything contained to the contrary herein, until such time as
such successor Agent shall have accepted such appointment as aforesaid, the
departing Agent shall not be discharged from any of its duties and obligations
as the Agent under this Agreement. After any departing Agent's resignation or
removal hereunder as such agent, the provisions of this Article XI shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
such agent under this Agreement.

         Section 11.07. Authorization and Action of Administrator. Each
Purchaser in a Related Group hereby appoints and authorizes the Administrator
for such Related Group to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Transaction Documents to
which such Administrator is a party, as are delegated to such Administrator by
the terms hereof and thereof, together with such powers as are reasonably
incidental thereto. The Purchasers in a Related Group may at any time appoint a
new Administrator in accordance with the terms of the applicable Administrator
Agreement. Upon the acceptance of any appointment as Administrator hereunder by
a successor Administrator, such successor Administrator shall thereupon succeed
to and become vested with all of the rights, powers, privileges and duties of
the



                                      -61-
<PAGE>   66

departing Administrator, and the departing Administrator shall be discharged
from its duties and obligations under this Agreement.

                                   ARTICLE XII
             ASSIGNMENTS; PARTICIPATIONS; ADDITIONAL RELATED GROUPS

         Section 12.01.    Assignments and Participations.

         (a) Neither the Seller nor the Servicer nor any Purchaser shall have
the right to assign its rights or obligations under this Agreement except to the
extent otherwise provided herein. The Seller hereby agrees and consents to the
complete or partial assignment by any Conduit Purchaser of all or any portion of
its rights under, interest in, title to and obligations under this Agreement to
(i) any member of its Related Group and (ii) any other Person approved by the
Seller (such approval not to be unreasonably withheld), and upon such
assignment, (x) the assignee thereunder shall be a party hereto and, to the
extent that rights and obligations hereunder have been assigned to it pursuant
to such assignment, have the rights and obligations of a Conduit Purchaser
hereunder and (y) the Conduit Purchaser assignor thereunder shall, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such
assignment, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an assignment covering all or the remaining
portion of an assigning Conduit Purchaser's rights and obligations under this
Agreement, such Conduit Purchaser shall cease to be a party hereto).

         (b) Each Committed Purchaser may, with the prior written consent of the
Administrator for its Related Group, the Seller and AGCO (which consent shall
not be unreasonably withheld), assign to one or more banks or other entities all
its rights and obligations under this Agreement (including, without limitation,
all or a portion of its Commitment and the Ownership Interests owned by it);
provided, however, that (i) each such assignment shall be of a constant, and not
a varying, percentage of all of the assigning Committed Purchaser's rights and
obligations under this Agreement, (ii) the amount of the Commitment of the
assigning Committed Purchaser being assigned pursuant to each such assignment
(determined as of the date of the Assignment Agreement with respect to such
assignment) shall in no event be less than the lesser of (A) $20,000,000 or an
integral multiple of $1,000,000 in excess of that amount and (B) the full amount
of the assigning Committed Purchaser's Commitment, (iii) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment Agreement together with a processing
and recordation fee of $2,000 or such lesser amount as shall be approved by the
Agent, (iv) the parties to each such Assignment Agreement shall have agreed to
reimburse the Agent for all fees, costs and expenses (including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Agent) incurred by the Agent in connection with such assignment and (v) the
assignee shall execute and deliver to the Seller and the Agent an Investment
Letter substantially in the form of Exhibit C. Upon such execution, delivery,
acceptance and recording by the Agent, from and after the effective date
specified in such Assignment  Agreement, which effective date shall be the date
of acceptance of such Assignment



                                      -62-
<PAGE>   67

Agreement by the Agent, unless a later date is specified therein, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment
Agreement, have the rights and obligations of a Committed Purchaser hereunder
and (y) the Committed Purchaser assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment Agreement, relinquish its rights and be released from its obligations
under this Agreement (and, in the case of an Assignment Agreement covering all
or the remaining portion of an assigning Committed Purchaser's rights and
obligations under this Agreement, such Committed Purchaser shall cease to be a
party hereto).

         (c) By executing and delivering an assignment agreement in
substantially the form of Exhibit F hereto (an "Assignment Agreement"), the
Committed Purchaser assignor thereunder and the assignee thereunder confirm to
and agree with each other and the other parties hereto as follows: (i) other
than as provided in such Assignment Agreement, such assigning Committed
Purchaser makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in
connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto; (ii) such assigning Committed
Purchaser makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Seller, the Servicer or the Originator
or the performance or observance by the Seller, the Servicer or the Originator
of any of their respective obligations under this Agreement or any other
Transaction Documents; (iii) such assignee confirms that it has received a copy
of this Agreement, together with copies of such financial statements and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment Agreement; (iv) such
assignee will, independently and without reliance upon the Agent, any
Administrator, such assigning Committed Purchaser or any other Purchaser and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement; (v) such assignee appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under this
Agreement as are delegated to such agent by the terms hereof, together with such
powers as are reasonably incidental thereto; (vi) such assignee appoints and
authorizes the Administrator for its Related Group to take such actions on its
behalf and to exercise such powers under this Agreement as are delegated to such
Administrator by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Committed Purchaser.

         (d) Subject to the provisions of Section 12.01(b), upon its receipt of
an Assignment Agreement executed by an assigning Committed Purchaser and an
assignee, the Agent shall, if such Assignment Agreement has been completed and
is in substantially the form of Exhibit F hereto, (i) accept such Assignment
Agreement, (ii) record the



                                      -63-
<PAGE>   68

information contained therein in the Register and (iii) give prompt notice
thereof to the Seller and each Administrator.

         (e) Each Committed Purchaser may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Ownership Interests owned by it); provided, however, that (i)
such Committed Purchaser's obligations under this Agreement (including, without
limitation, its Commitment to the Seller hereunder) shall remain unchanged, (ii)
such Committed Purchaser shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Seller, the Servicer,
each Administrator, the Agent and the other Purchasers shall continue to deal
solely and directly with such Committed Purchaser in connection with such
Committed Purchaser's rights and obligations under this Agreement and (iv) such
Committed Purchaser shall give prior written notice to the Agent and the
Administrator for its Related Group of the identity of such participant.
Notwithstanding anything herein to the contrary, each participant shall have the
rights of a Committed Purchaser (including any right to receive payment under
Sections 10.02 and 10.03); provided, however, that no participant shall be
entitled to receive payment under either such Section in excess of the amount
that would have been payable under such Section by the Seller to the Committed
Purchaser granting its participation had such participation not been granted,
and no Committed Purchaser granting a participation shall be entitled to receive
payment under such Section in an amount which exceeds the sum of (x) the amount
to which such Committed Purchaser is entitled under such Section with respect to
payments to be made to it which are not subject to any participation, plus (y)
the aggregate amount to which its participants are entitled under such Sections
with respect to the amounts of their respective participations. With respect to
any participation described in this Section 12.01(e), the participant's rights
as set forth in the agreement between such participant and the applicable
Committed Purchaser to agree to or to restrict such Committed Purchaser's
ability to agree to any modification, waiver or release of any of the terms of
this Agreement or any other Transaction Document or to exercise or refrain from
exercising any powers or rights which such Committed Purchaser may have under or
in respect of any Transaction Document shall be limited to the right to consent
to any of the matters set forth in Section 13.01(b)(i) of this Agreement.

         (f) Nothing herein shall prohibit any Purchaser from pledging or
assigning as collateral any of its rights under this Agreement to any Federal
Reserve Bank in accordance with applicable law and any such pledge or collateral
assignment may be made without compliance with this Section 12.01.

         Section 12.02. Additional Related Groups. Upon the Seller's request, an
additional Related Group may be added to this Agreement at any time by the
execution and delivery of a Joinder Agreement by the members of such proposed
additional Related Group and each of the parties hereto, which execution and
delivery shall not be unreasonably refused by such parties. Upon the effective
date of such Joinder Agreement, (i) each Person specified therein as a "Conduit
Purchaser" shall become a party hereto as a Conduit Purchaser, entitled to the
rights and subject to the obligations of a Conduit



                                      -64-
<PAGE>   69

Purchaser hereunder, (ii) each Person specified therein as a "Committed
Purchaser" shall become a party hereto as a Committed Purchaser, entitled to the
rights and subject to the obligations of a Committed Purchaser hereunder and
(iii) each Person specified therein as an "Administrator" shall become a party
hereto as an Administrator, entitled to the rights and subject to the
obligations of an Administrator hereunder. On or prior to the effective date of
such Joinder Agreement, the Seller, the new Conduit Purchaser and the new
Administrator shall enter into a fee letter for purposes of setting forth the
fees payable to the members of such Related Group in connection with this
Agreement, which fee letter shall be considered a "Fee Letter" for all purposes
of this Agreement.

                                  ARTICLE XIII
                                  MISCELLANEOUS

         Section 13.01.    Waivers and Amendments.

         (a) No failure or delay on the part of the Agent, any Administrator or
any Purchaser in exercising any power, right or remedy under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or remedy preclude any other further exercise thereof or
the exercise of any other power, right or remedy. The rights and remedies herein
provided shall be cumulative and nonexclusive of any rights or remedies provided
by law. Any waiver of this Agreement shall be effective only in the specific
instance and for the specific purpose for which given.

         (b) No provision of this Agreement may be amended, supplemented,
modified or waived except in writing in accordance with the provisions of this
Section 13.01(b). The Seller, the Servicer, the Agent, each Administrator and
the Majority Purchasers, may enter into written modifications or waivers of any
provisions of this Agreement, provided, however, that no such modification or
waiver shall:

                  (i) without the consent of each affected Purchaser, (A) extend
         the Commitment Termination Date or the date of any payment or deposit
         of Collections by the Seller or the Servicer, (B) reduce the rate or
         extend the time of payment of Yield (or any component thereof), (C)
         reduce any fee payable to any Administrator for the benefit of the
         Purchasers in its Related Group, (D) except pursuant to Article XII
         hereof, change the amount of the Investment of any Purchaser, any
         Committed Purchaser's Pro Rata Share or any Committed Purchaser's
         Commitment, or create, with respect to any Committed Purchaser in any
         Related Group, any obligation for such Committed Purchaser to make any
         purchase allocable to another Related Group, (E) amend, modify or waive
         any provision of the definition of Majority Purchasers or this Section
         13.01(b), (F) consent to or permit the assignment or transfer by the
         Seller of any of its rights and obligations under this Agreement, (G)
         change the definition of "Eligible Receivable" or "Credit Enhancement",
         or (H) amend or modify any defined term (or any defined term used
         directly or indirectly in such defined term) used in clauses (A)
         through (G) above in a manner that would circumvent the intention of
         the restrictions set forth in such clauses;



                                      -65-
<PAGE>   70

                  (ii) without the written consent of the then Agent, amend,
         modify or waive any provision of this Agreement if the effect thereof
         is to affect the rights or duties of such Agent; or

                  (iii) without the consent of each affected Administrator,
         modify or waive any provision of this Agreement if the effect thereof
         is to affect the rights or duties of such Administrator.

Any modification or waiver made in accordance with this Section 13.01 shall
apply to each of the Purchasers equally and shall be binding upon the Seller,
the Purchasers, the Administrators and the Agent. Notwithstanding anything
herein to the contrary, no amendment to this Agreement shall become effective
unless and until each rating agency then rating any of the Commercial Paper
Notes of the Conduit Purchasers hereunder confirms that such amendment will not
result in the reduction, withdrawal or suspension of the then current rating of
such Commercial Paper Notes.

         Section 13.02. Notices. Except as provided below, all communications
and notices provided for hereunder shall be in writing (including bank wire,
telecopy or electronic facsimile transmission or similar writing) and shall be
given to the other parties hereto at their respective addresses or telecopy
numbers set forth on the signature pages hereof or at such other address or
telecopy number as such Person may hereafter specify for the purpose of notice
to each of the other parties hereto. Each such notice or other communication
shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if
given by mail, three (3) Business Days after the time such communication is
deposited in the mail with first class postage prepaid or (iii) if given by any
other means, when received at the address specified in this Section 13.02. The
Seller hereby authorizes each Administrator to effect purchases and Settlement
Period and Alternative Rate selections based on telephonic notices made by any
Person whom such Administrator in good faith believes to be acting on behalf of
the Seller. The Seller agrees to deliver promptly to each Administrator a
written confirmation of each telephonic notice signed by an Authorized Officer
of the Seller; however, the absence of such confirmation shall not affect the
validity of such notice. If the written confirmation differs from the action
taken by an Administrator, the records of such Administrator shall govern absent
manifest error.

         Section 13.03. Ratable Payments. If any Purchaser, whether by setoff or
otherwise, has payment made to it with respect to any portion of the Unpaid
Obligations owing to such Purchaser (other than payments received pursuant to
Section 10.02 or 10.03) in a greater proportion than that received by any other
Purchaser entitled to receive a ratable share of such Unpaid Obligations, such
Purchaser agrees, promptly upon demand, to purchase for cash without recourse or
warranty a portion of such Unpaid Obligations held by the other Purchasers so
that after such purchase each Purchaser will hold its ratable proportion of such
Unpaid Obligations; provided that if all or any portion of such excess amount is
thereafter recovered from such Purchaser, such purchase shall be rescinded and
the purchase price restored to the extent of such recovery, but without
interest.



                                      -66-
<PAGE>   71

         Section 13.04.    Protection of Ownership Interests of the Purchasers.

         (a) The Seller agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary or that the Agent or any Administrator may
reasonably request, to perfect, protect or more fully evidence the Ownership
Interests, or to enable the Agent, the Administrators or the Purchasers to
exercise and enforce their rights and remedies hereunder. At any time following
the occurrence and during the continuation of a Cash Control Event, the Agent
may, or the Agent may direct the Seller or the Servicer to, notify the Obligors
of Dealer Receivables in which the Seller has an interest, at the Seller's
expense, of the ownership interests of the Purchasers under this Agreement and
may also direct that payments of all amounts due or that become due under any or
all Dealer Receivables in which the Seller has an interest be made directly to
the Agent or its designee. The Seller or the Servicer (as applicable) shall, at
any Purchaser's request, withhold the identity of such Purchaser in any such
notification.

         (b) If either the Seller or the Servicer fails to perform any of its
obligations hereunder, the Agent, any Administrator or any Purchaser may (but
shall not be required to) perform, or cause performance of, such obligation, and
the Agent's, such Administrator's or such Purchaser's costs and expenses
incurred in connection therewith shall be payable by the Seller as provided in
Section 10.04. Each of the Seller and the Servicer irrevocably authorizes the
Agent at any time and from time to time in the sole discretion of the Agent, and
appoints the Agent as its attorney-in-fact, to act on its behalf (i) to execute
on behalf of the Seller as debtor and to file financing statements necessary in
the Agent's sole discretion to perfect and to maintain the perfection and
priority of the interest of the Agent and/or of the Purchasers in the Dealer
Receivables and (ii) to file a carbon, photographic or other reproduction of
this Agreement or any financing statement with respect to the Dealer Receivables
as a financing statement in such offices as the Agent in its sole discretion
deems necessary or desirable to perfect and to maintain the perfection and
priority of the interests of the Purchasers in the Dealer Receivables. This
appointment is coupled with an interest and is irrevocable.

         Section 13.05.    Confidentiality.

         (a) Each of the Seller and the Servicer, the Agent, each Administrator
and Purchaser shall maintain and shall cause each of its employees, directors
and officers to maintain the confidentiality of this Agreement and the other
confidential proprietary information with respect to the Agent, the
Administrators and the Conduit Purchasers, the Seller and the Servicer and their
respective businesses obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
the Seller, the Servicer and each Purchaser and its officers, directors and
employees may disclose such information to such Person's officers, directors
(including the Independent Director of the Seller and any company that employs
such Independent Director) and external accountants and attorneys and as
required by any applicable law, rule, direction, request or order of any
judicial, administrative or regulatory body or any stock exchange, issued during
any proceeding or otherwise.



                                      -67-
<PAGE>   72

         (b) Anything herein to the contrary notwithstanding, each of the Seller
and the Servicer hereby consents to the disclosure of any nonpublic information
with respect to it (i) to the Agent, the Administrators and the Purchasers by
each other, (ii) by the Agent, the Administrators or the Purchasers to any
prospective or actual assignee or participant of any of them, (iii) by the Agent
or any Administrator to any rating agency or (iv) by the Agent or any
Administrator to any Commercial Paper Note dealer or provider of a surety,
guaranty or credit or liquidity enhancement to a Conduit Purchaser or any entity
organized for the purpose of purchasing, or making loans secured by, financial
assets for which such Administrator acts as the administrative or servicing
agent and to any officers, directors, employees, outside accountants and
attorneys of any of the foregoing, provided each such Person is informed of the
confidential nature of such information and, in the case of a Person described
in clause (ii) or clause (iv), agrees to maintain the confidentiality of such
information on the terms and conditions set forth in this Section 13.05. In
addition, the Purchasers, the Administrators and the Agent may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law).

         Section 13.06. Bankruptcy Petition. (a) The Seller, the Servicer, the
Agent, each Administrator and each Purchaser hereby covenants and agrees that,
prior to the date that is one year and one day after the latest maturing
Commercial Paper Note issued by any Conduit Purchaser (whether or not issued to
fund the purchase or maintenance of the Ownership Interests of such Conduit
Purchaser hereunder), it will not institute against, or join any other Person in
instituting against, such Conduit Purchaser any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States.

         (b) Notwithstanding any provisions contained in this Agreement to the
contrary, no Conduit Purchaser shall be obligated to pay any amount pursuant to
this Agreement unless (i) such Conduit Purchaser has received funds which may be
used to make such payment and which funds are not required to repay the
Commercial Paper Notes of such Conduit Purchaser when due and (ii) after giving
effect to such payment, either (x) there is sufficient liquidity availability
(determined in accordance with the program documents governing such Conduit
Purchaser's securitization program) under all of such Conduit Purchaser's
liquidity facilities to pay the face amount of all outstanding Commercial Paper
Notes of such Conduit Purchaser when due or (y) all Commercial Paper Notes of
such Conduit Purchaser are paid in full. Any amount which a Conduit Purchaser
does not pay pursuant to the operation of the preceding sentence shall not
constitute a claim (as defined in ss.101 of the Bankruptcy Code) against or
corporate obligation of such Conduit Purchaser for any such insufficiency unless
and until such Conduit Purchaser satisfies the provisions of clauses (i) and
(ii) above. Failure of a Conduit Purchaser to make a payment for any purchase of
an Ownership Interest hereunder shall be deemed to be an election of such
Conduit Purchaser not to purchase such Ownership Interest, whereupon the
Committed Purchasers in its Related Group shall purchase such Ownership Interest
as provided in Article II hereof.



                                      -68-
<PAGE>   73

         Section 13.07. Limitation of Liability. Except with respect to any
claim arising out of the willful misconduct or gross negligence of a Purchaser,
an Administrator or the Agent, no claim may be made by either the Seller or the
Servicer or any other Person against any Purchaser, any Administrator or the
Agent or any of their respective Affiliates, directors, officers, managers,
employees, attorneys or agents for any special, indirect, consequential or
punitive damages in respect of any claim for breach of contract or any other
theory of liability arising out of or related to the transactions contemplated
by this Agreement, or any act, omission or event occurring in connection
therewith; and each of the Seller and the Servicer hereby waives, releases, and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.

         Section 13.08. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
OBJECTION TO VENUE. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
HEREBY AGREES TO THE JURISDICTION OF ANY FEDERAL COURT LOCATED IN NEW YORK, NEW
YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY
OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

         Section 13.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.

         Section 13.10.    Integration; Binding Effect; Survival of Terms.

         (a) This Agreement, each Deposit Account Agreement and the Fee Letters
contain the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, superseding all prior oral or written understandings.

         (b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns
(including any trustee in bankruptcy). This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms and shall remain in full force and effect until all Investment
hereunder together with all interest, fees, indemnities and other amounts due
hereunder have been paid or repaid in full, as the case may be.



                                      -69-
<PAGE>   74

         Section 13.11. Counterparts; Severability; Section References. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Unless otherwise expressly indicated, all references herein
to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and
sections of, and schedules and exhibits to, this Agreement.

         Section 13.12. Roles. Each of the Purchasers acknowledges that Rabobank
and its Affiliates act, or may in the future act, (i) as administrative agent
for NARCO, (ii) as issuing and paying agent for the Commercial Paper Notes of
NARCO, (iii) to provide credit or liquidity enhancement for the timely payment
for the Commercial Paper Notes of NARCO and (iv) to provide other services from
time to time for NARCO (collectively, the "Rabobank Roles"). Without limiting
the generality of this Section 13.12, each Purchaser hereby acknowledges and
consents to any and all Rabobank Roles and agrees that in connection with any
Rabobank Role, Rabobank may take, or refrain from taking, any action that it, in
its discretion, deems appropriate, including, without limitation, in its role as
administrative agent for NARCO.

         Section 13.13.    Characterization; Grant of Security Interest.

         (a) It is the intention of the parties hereto that each purchase
hereunder shall constitute and be treated as an absolute and irrevocable sale,
which purchase shall provide the applicable Purchaser with the full benefits of
ownership of the applicable Ownership Interest. Except as specifically provided
in this Agreement, each sale of an Ownership Interest hereunder is made without
recourse to the Seller; provided, however, that (i) the Seller shall be liable
to each Purchaser, each Administrator and the Agent for all representations,
warranties and covenants made by the Seller pursuant to the terms of this
Agreement, and (ii) such sale does not constitute and is not intended to result
in an assumption by any Purchaser, any Administrator or the Agent or any
assignee thereof of any obligation of the Seller or the Originator or any other
Person arising in connection with the Dealer Receivables, the Related Security,
or the related Contracts, or any other obligations of the Seller or the
Originator.

         (b) In addition to any ownership interest which the Agent may from time
to time acquire pursuant hereto, the Seller hereby grants to the Agent for the
ratable benefit of the Purchasers a valid security interest in all of the
Seller's right, title and interest in, to and under all Dealer Receivables now
existing or hereafter arising, the Collections, each Deposit Account, all
Related Security, all other rights and payments relating to such Dealer
Receivables, all of the Seller's rights under the Originator Sale Agreement and
all proceeds of any thereof prior to all other liens on and security interests
therein to secure the prompt and complete payment of the Unpaid Obligations;
provided, however, that the



                                      -70-
<PAGE>   75

Agent and the Purchasers hereby agree that no security interest is granted in
any cash collections or other property included in any Deposit Account to the
extent such cash collections or other property does not constitute Dealer
Receivables, Related Security or Collections, and the Servicer shall dispose of
such cash collections or other property as provided in Section 8.02(e) hereof.
After an Early Amortization Event, the Agent and the Purchasers shall have, in
addition to the rights and remedies that they may have under this Agreement, all
other rights and remedies provided to a secured creditor after default under the
UCC and other applicable law, which rights and remedies shall be cumulative.

         (c) The Seller acknowledges that the Related Security includes the
Originator Sale Agreement, and that all of the Seller's right and title to, and
interest in, the Originator Sale Agreement is subject to the Ownership Interests
acquired by the Purchasers hereunder and the security interest granted to the
Agent, for the benefit of the Purchasers, pursuant to Section 13.3(b).
Accordingly, the Seller agrees that the Agent, on behalf of the Purchasers,
shall have the right (which, upon the occurrence and during the continuance of
an Early Amortization Event, shall be an exclusive right) to enforce the
Seller's rights and remedies under the Originator Sale Agreement, to receive all
amounts payable thereunder or in connection therewith, to consent to amendments,
modifications or waivers thereof, and to direct, instruct or request any action
thereunder, but in each case without any obligation on the part of the Agent to
perform any of the obligations of the Seller under the Originator Sale
Agreement. The Agent, on behalf of the Purchasers shall have the exclusive right
to direct enforcement by the Seller of its rights and remedies under the
Originator Sale Agreement.

                            [SIGNATURE PAGES FOLLOW]



                                      -71-
<PAGE>   76


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


                                 AGCO FUNDING CORPORATION


                                 By: Stephen D. Lupton
                                    --------------------------------------
                                 Name: Stephen D. Lupton
                                      ------------------------------------
                                 Title: Director and Secretary
                                      ------------------------------------

                                 AGCO Funding Corporation
                                 4205 River Green Parkway
                                 Duluth, GA 30096-2568
                                 Attention: Patrick S. Shannon
                                 Fax: (770) 813-6118


                                 AGCO CORPORATION


                                 By: Stephen D. Lupton
                                    --------------------------------------
                                 Name: Stephen D. Lupton
                                      ------------------------------------
                                 Title: Vice President and General Counsel
                                       -----------------------------------

                                 AGCO Corporation
                                 4205 River Green Parkway
                                 Duluth, GA 30096-2568
                                 Attention: Stephen D. Lupton
                                 Fax: (770) 813-6118




                             First Signature Page to
                         Receivables Purchase Agreement



<PAGE>   77

Commitment

$250,000,000            COOPERATIEVE CENTRALE RAIFFEISEN-
                        BOERENLEENBANK B.A., "RABOBANK
                        INTERNATIONAL", NEW YORK BRANCH, as a
                        Committed Purchaser, as an Administrator and as Agent

                        By:               MARY B.W. COE
                           -------------------------------------------
                        Name:             MARY B.W. COE
                             -----------------------------------------
                        Title:           MANAGING DIRECTOR
                              ----------------------------------------

                        By:                  WING NG
                           -------------------------------------------
                        Name:                WING NG
                             -----------------------------------------
                        Title:            VICE PRESIDENT
                             -----------------------------------------



                        Rabobank International
                        245 Park Avenue, 38th Floor
                        New York, New York 10167
                        Attention:  WING NG
                        Fax: (212) 309-5120


                        NIEUW AMSTERDAM RECEIVABLES
                        CORPORATION, as a Conduit Purchaser

                        By: COOPERATIEVE CENTRALE RAIFFEISEN-
                        BOERENLEENBANK B.A.,
                        "RABOBANK INTERNATIONAL", NEW YORK BRANCH,
                        its Attorney-in-Fact

                        By:            MARY B.W. COE
                           ------------------------------------
                        Name:          MARY B.W. COE
                             -----------------------------------------
                        Title:       MANAGING DIRECTOR
                              ----------------------------------------

                        By:                WING NG
                           -------------------------------------------
                        Name:              WING NG
                             -----------------------------------------
                        Title:          VICE PRESIDENT
                              ----------------------------------------


                        c/o Rabobank International
                        245 Park Avenue, 38th Floor
                        New York, New York 10167
                        Attention: Wing Ng
                        Fax: (212) 309-5120


                            Second Signature Page to
                         Receivables Purchase Agreement