TWELFTH AMENDMENT 
to 
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT 



        This
TWELFTH AMENDMENT to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of October 17, 2002, by and among GEHL COMPANY,
GEHL POWER PRODUCTS, INC., COMPACT EQUIPMENT ATTACHMENTS, INC., HEDLUND MARTIN, INC., and
MUSTANG MANUFACTURING COMPANY, INC. (separately and collectively, “Borrower”)
and DEUTSCHE FINANCIAL SERVICES CORPORATION and DEUTSCHE FINANCIAL SERVICES CANADA
CORPORATION (separately and collectively, “Lender”). 



Recitals: 



     	A.	
          Borrower and Lender (or their respective predecessors in interest) are party to
          that Amended and Restated Loan and Security Agreement dated as of October 1,
          1994 (as it has been and may be further amended, restated, extended, renewed,
          replaced, or otherwise modified from time to time, the “Loan
          Agreement”). 


          



     	B.	
          Borrower and Lender desire to amend the Loan Agreement on the terms and
          conditions set forth herein 


          



Amendment 



Therefore, in consideration of the
mutual agreements herein and other sufficient consideration, the receipt of which is
hereby acknowledged, Borrower and Lender hereby amend the Loan Agreement as follows: 



1.    Definitions.  Capitalized
terms used and not otherwise defined           herein have the meanings given them in the
Loan Agreement. All references to the           “Agreement” in the Loan
Agreement and in this Amendment shall be           deemed to be references to the Loan
Agreement as it is amended hereby and as it           may be further amended, restated,
extended, renewed, replaced, or otherwise           modified from time to time.  



2.    Conditions
to Effectiveness of Amendment  This Amendment shall           become
effective as of the date first above written if this Amendment has been           duly
executed by all parties hereto.  



     3.    
          Amendments to Loan Agreement.  The Loan Agreement is hereby
          amended as follows: 



        3.1.    New
Definitions.  Section 1.1 is amended by inserting the           following
new terms and definitions in proper alphabetical order:  




	 	
“Letter
of Credit”: any standby or commercial (documentary) letter of credit issued by Letter
of Credit Issuer for the account of Gehl Company. 






	 	
“Letter
of Credit Exposure”: the undrawn amount of all outstanding Letters of Credit plus all
amounts drawn on such Letters of Credit and not yet reimbursed by Gehl Company. 






	 	
"Letter
of Credit Issuer":  Deutsche Bank,  N.A., or such other financial  institution
 acceptable to          DFS in its sole and absolute discretion. 






        3.2.    Modified
Definitions.   













                3.2.1.      The
definition of “Obligations” in Section 1.1 is           amended by inserting
the words “reimbursement obligations of Gehl Company           to the Letter of
Credit Issuer or DFS with respect to the Letter of Credit           Exposure, obligations
under any reimbursement agreement between Gehl Company and           the Letter of Credit
Issuer or DFS,” after the word “loans”.  




                3.2.2.      The
definition of “Other Agreements” in Section 1.1           is amended by
inserting the words “reimbursement agreements, letter of           credit
applications, or similar agreements between Gehl Company and the Letter           of
Credit Issuer or DFS executed in connection with any Letter of Credit,”          after
the word “contracts”.  




        3.3.    Letters
of Credit.  The following new Section is inserted at           the end of
the Loan Agreement as Section 11:  




        11.
LETTERS OF CREDIT 




	 	
11.1
       DFS has previously arranged, and in the future may, in its sole and absolute discretion,
arrange for the issuance of Letters of Credit by Letter of Credit Issuer for the account
of Gehl Company from time to time so long as the U.S. Line has not been terminated, but
only in connection with transactions satisfactory to DFS and only if as a result of such
issuance the sum of the Letter of Credit Exposure and the balance of the U.S. Loan will
not exceed the amount available under the U.S. Line. DFS shall be under no obligation to
do so and makes no commitment to do so. The expiration date of any Letter of Credit will
be a date which is prior to the Maturity Date and satisfactory to DFS in its sole and
absolute discretion. 






	 	
11.2
       Notwithstanding anything to the contrary in this Agreement or in the Other Agreements, DFS
will at all times deduct from the amount otherwise available to be borrowed under the U.S.
Line the amount of the Letter of Credit Exposure. Gehl Company agrees that for purposes of
determining loan availability and over-advance positions, the Letter of Credit Exposure
shall for all purposes be treated as having been advanced under the U.S. Line. 






	 	
11.3
       The  unreimbursed  amount of each draw on a
Letter of Credit  shall bear  interest at a rate          per annum equal to the rate
applicable to the U.S. Loan.  






	 	
11.4
       Gehl Company shall pay to DFS all fees charged by DFS and Letter of Credit Issuer with
respect to each Letter of Credit. DFS will confirm the amount of such fees in writing (or
by electronic mail) prior to the issuance of such Letter of Credit. Gehl Company shall pay
to DFS all of DFS’ and Letter of Credit Issuer’s other customary fees for
issuance, amendment, or renewal of a Letter of Credit and for each negotiation of a draft
drawn under such Letter of Credit. 






	 	
11.5
       Gehl Company hereby unconditionally agrees to immediately pay to DFS, without demand, at
DFS’ address all amounts required to pay all drafts drawn under Letters of Credit
issued for the account of Gehl Company and all reasonable expenses incurred by DFS and
Letter of Credit Issuer in connection with such Letters of Credit and in any event to
remit to DFS sufficient funds to pay all debts and liabilities arising under any Letter of
Credit issued for the account of Gehl Company. Gehl Company hereby authorizes DFS to make
an advance under the U.S. Line, the Canadian Line, the Supplemental Line of Credit, or any
other credit facility between Gehl Company and DFS (at DFS’ option) to immediately
pay such amount, even if such advance would cause an over-advance position under such line
or facility. 







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11.6
       Gehl Company may request the issuance of a Letter of Credit by submitting an issuance
request to DFS and executing the letter of credit application, reimbursement agreement,
and/or other documentation required by DFS (and satisfactory to DFS) no less than five
Business Days prior to the requested issue date for such Letter of Credit (unless other
arrangements satisfactory to DFS are made). Each request for a Letter of Credit shall
constitute a certification by Gehl Company that (i) there is no Default which has occurred
and is continuing, and (ii) the representations and warranties herein and in the Other
Agreements are true as if made on the date of such request. 






	 	
11.7
       The issuance of any Letter of Credit shall be at DFS’ sole and absolute discretion.
DFS shall be under no obligation to issue any Letter of Credit. Without limiting DFS’
discretion to refuse to issue any Letter of Credit, DFS will not arrange for Letter of
Credit Issuer to issue any Letter of Credit if any order, judgment or decree of any
governmental authority shall exist which purports by its terms to enjoin or restrain
Letter of Credit Issuer from issuing such Letter of Credit, or if any law or request or
directive (whether or not having the force of law) from any governmental authority with
jurisdiction over DFS or Letter of Credit Issuer shall exist which prohibits, or requests
that DFS or Letter of Credit Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular, or imposes upon DFS or Letter of Credit
Issuer with respect to such Letter of Credit any restriction or reserve or capital
requirement. 






	 	
11.8
       Gehl Company assumes all risks of the acts or omissions of any beneficiary of any of the
Letters of Credit. Neither DFS, Letter of Credit Issuer, nor any of their directors,
officers, employees, agents, or representatives shall be liable or responsible for: (a)
the use which may be made of any of the Letters of Credit or for any acts or omissions of
beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of
documents, or of any endorsement(s) thereon, even if such documents should in fact prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by
DFS or Letter of Credit Issuer against presentation of documents which, on their face,
appear to comply with the terms of any Letter of Credit, even though such documents may
fail to bear any reference or adequate reference to any such Letter of Credit; or (d) any
other circumstances whatsoever in making or failing to make payment under any Letter of
Credit in connection with which DFS or Letter of Credit Issuer would, pursuant to the
Uniform Customs and Practices for Documentary Credits (1993 Revision), International
Chamber of Commerce Publication No. 500 (as amended from time to time) or the
International Standby Practices (ISP98), be absolved from liability. In furtherance and
not in limitation of the foregoing, DFS and Letter of Credit Issuer may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary. The provisions of
this Section 11.8 shall survive termination of the U.S. Line, the Canadian Line, the
Supplemental Line of Credit, the expiration of the Letters of Credit and the indefeasible
full payment and satisfaction of all of the Obligations. 






	 	
11.9
       Notwithstanding anything to the contrary in this Agreement or in any of the Other
Agreements, all representations and warranties of Gehl Company in this Agreement and the
Other Agreements shall survive, Gehl Company shall comply with all covenants applicable to
Gehl Company under this Agreement and the Other Agreements, the security interests granted
by Gehl Company to DFS will not be released, the powers of attorney granted by Gehl
Company to DFS under this Agreement and the Other Agreements may not be terminated or
revoked, and Gehl Company may not terminate this Agreement or any of the Other Agreements
until all Letters of Credit have expired and the Obligations have been indefeasibly paid
in full in cash, and DFS has no further obligation to extend credit to or for the account
of Gehl Company. 







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11.10
       All security interests previously or hereafter granted by Gehl Company to DFS shall also
secure Gehl Company’s reimbursement obligations under all Letters of Credit. 






     4.    
          Effect of Amendment.  The execution, delivery and effectiveness
          of this Amendment shall not operate as a waiver of any right, power or remedy of
          Lender under the Loan Agreement or any of the Other Agreements, nor constitute a
          waiver of any provision of the Loan Agreement, any of the Other Agreements or
          any existing Default, nor act as a release or subordination of the security
          interests of Lender. Each reference in the Loan Agreement to “the
          Agreement”, “hereunder”, “hereof”, “herein”,
          or words of like import, shall be read as referring to the Loan Agreement as
          amended by this Amendment. 



     5.    
          Representations and Warranties.  Borrower hereby represents and
          warrants to Lender as of the date hereof that (i) this Amendment has been
          duly authorized by Borrower’s Board of Directors pursuant to authority duly
          granted by Borrower’s Board of Directors, (ii) no consents are
          necessary from any third parties for Borrower’s execution, delivery or
          performance of this Amendment which have not been obtained, (iii) this
          Amendment constitutes the legal, valid and binding obligation of Borrower
          enforceable against Borrower in accordance with its terms except as the
          enforcement thereof may be limited by bankruptcy, insolvency or other laws
          related to creditors rights generally or by the application of equity
          principles, (iv) all of the representations and warranties contained in the
          Loan Agreement are true and correct in all material respects with the same force
          and effect as if made on and as of the date of this Amendment, except that with
          respect to the representations and warranties made regarding financial data in
          the Loan Agreement, such representations and warranties are hereby made with
          respect to the most recent financial statements and the other financial data (in
          the form required by the Loan Agreement) delivered by Borrower to Lender, and
          (v) there exists no Default under the Loan Agreement. 



     6.    
          Reaffirmation.  Borrower hereby acknowledges and confirms that
          (i) the Other Agreements remain in full force and effect, (ii) the
          Loan Agreement is in full force and effect, (iii) Borrower has no defenses
          to its obligations under the Loan Agreement and the Other Agreements,
          (iv) the security interests of Lender secure all the Obligations under the
          Loan Agreement as amended by this Amendment and the Other Agreements, continue
          in full force and effect and have the same priority as before this Amendment,
          and (v) Borrower has no claim against Lender arising from or in connection
          with the Loan Agreement or the Other Agreements. 



     7.    
          Governing Law.  This Amendment has been executed and delivered
          in St. Louis, Missouri, and shall be governed by and construed under the
          laws of the State of Missouri without giving effect to choice or conflicts of
          law principles thereunder. 



     8.    
          Section Titles.  The section titles in this Amendment are
          for convenience of reference only and shall not be construed so as to modify any
          provisions of this Amendment. 



     9.    
          Counterparts; Facsimile Transmissions.  This Amendment may be
          executed in one or more counterparts and on separate counterparts, each of which
          shall be deemed an original, but all of which together shall constitute one and
          the same instrument. Signatures to this Amendment may be given by facsimile or
          other electronic transmission, and such signatures shall be fully binding on the
          party sending the same. 




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     10.    
          Incorporation By Reference.  Borrower and Lender hereby agree
          that all of the terms of the Loan Agreement and the Other Agreements are
          incorporated in and made a part of this Amendment by this reference. 



     11.    
          Statutory Notice.  The following notice is given pursuant to
          Section 432.045 of the Missouri Revised Statutes; nothing contained in such
          notice will be deemed to limit or modify the terms of the Loan Agreement and the
          Other Agreements or this Amendment: 



	 	
ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT
ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING
OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. 






BORROWER AND LENDER HEREBY AFFIRM
THAT THERE IS NO UNWRITTEN ORAL CREDIT AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT
TO THE SUBJECT MATTER OF THIS AMENDMENT. 



[signature pages
follow] 
































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        IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written. 



GEHL COMPANY 



By: /s/ Kenneth P. Hahn

Name: Kenneth P. Hahn 
Title: Vice President  



GEHL POWER PRODUCTS, INC. 



By: /s/ Kenneth P. Hahn

Name: Kenneth P. Hahn 
Title: Vice President  



COMPACT EQUIPMENT
ATTACHMENTS, INC. 



By: /s/ Kenneth P. Hahn

Name: Kenneth P. Hahn 
Title: Vice President  



HEDLUND MARTIN, INC. 



By: /s/ Kenneth P. Hahn

Name: Kenneth P. Hahn 
Title: Vice President  



MUSTANG MANUFACTURING
COMPANY, INC. 



By: /s/ Kenneth P. Hahn

Name: Kenneth P. Hahn 
Title: Vice President  





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DEUTSCHE FINANCIAL
SERVICES CORPORATION 



By: /s/ J. Kinenon 
Name:
J. Kinkenon 
Title: Vice President  












































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DEUTSCHE FINANCIAL
SERVICES CANADA CORPORATION 



By: /s/ Graham McAusland

Name: Graham McAusland 
Title: Credit Manager  











































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