EXECUTION COPY

WAIVER AND AMENDMENT
NO. 5 TO RECEIVABLES PURCHASE AGREEMENT

This
WAIVER AND AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT (this
Amendment), dated as of March 31, 2008 is among GEHL FUNDING II, LLC, a
Delaware limited liability company (the Seller), GEHL COMPANY, a
Wisconsin corporation, as the Servicer (the Servicer), JPMORGAN CHASE
BANK, N.A., as the sole financial institution (the Financial
Institution), PARK AVENUE RECEIVABLES COMPANY, LLC (together with the Financial
Institution, the Purchasers) and JPMORGAN CHASE BANK, N.A., as agent
(the Agent) for the Purchasers.

W I T N E S S E T H:

WHEREAS,
the Seller, the Servicer, the Purchasers and the Agent are parties to that certain
Receivables Purchase Agreement, dated as of March 15, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the Agreement);
and

WHEREAS,
the Seller has notified the Agent that the Amortization Events described on Schedule Ihereto have occurred and are continuing (collectively, the Specified
Amortization Events);

WHEREAS,
the Seller has requested that the Purchasers and the Agent waive the Specified
Amortization Events; and

WHEREAS,
the parties hereto have agreed to amend the Agreement and the Agent and the Purchasers
have agreed to so waive the Specified Amortization Events, in each case, on the terms and
conditions set forth below;

NOW
THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1.       Defined
Terms. Capitalized terms used and not otherwise defined herein           shall have
the meanings assigned to such terms in the Agreement.

2.       Waivers.

(a)                 Subject
to the satisfaction of the conditions precedent set forth in Section           6 below,
the Purchasers and the Agent hereby waive each of the Specified           Amortization
Events.

(b)                 Other
than as explicitly set forth above, nothing in this Amendment shall (i) be
          deemed to constitute a waiver of any other term, provision or condition of
          the Agreement or any other Transaction Document (including, without limitation,
          any other Amortization Event occurring under Section 9.1(h) of the Agreement)
or           (ii) prejudice any right or remedy that any party to the Agreement may now
have           or may have in the future under or in connection with the Agreement or any
other           Transaction Document.

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3.       Amendments
to the Agreement. Subject to the satisfaction of the           conditions precedent
set forth in Section 6 below, the Agreement is           hereby amended as
follows:

(a)                 Section
9.1(h) of the Agreement is hereby amended and restated in its entirety           as
follows:

| | (h)
       As at the end of any month,
| | --------------------------------------

| | (i)       the
average Pool Delinquency Ratio, with respect to thethree months
               then most recently ended, shall exceed 2.50%,
| | ------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       the
average Serviced Delinquency Ratio, with respect to the three months then most recently
ended, shall exceed 3.00%,
| | ---------------------------------------------------------------------------------------------------------------------------------

| | (iii)       the
average Loss Ratio, in respect of the Pool Receivables for the three months then most
recently ended, shall exceed 8.0%,
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       the
average Loss Ratio, in respect of all Receivables for the three months then most recently
ended, shall exceed 8.0%, or
| | -------------------------------------------------------------------------------------------------------------------------------------

| | (v)       the
Excess Spread as of such month end shall be less than  zero.
| | --------------------------------------------------------------------------

(b)                 The
definition of Enhancement Amount set forth in Exhibit I to the
          Agreement is hereby amended to delete the reference to the amount
          0.10 set forth therein and to replace such amount with the amount
          0.15".

(c)                 The
definition of Loss Ratio set forth in Exhibit I to the Agreement           is
hereby amended to amend and restate in its entirety the definition of           Reference
Portfolio set forth therein as follows:

| | Reference Portfolio | = | the Pool Receivables or all Receivables, as       
| | ------------------- | - | --------------------------------------------------
| |                     |   | applicable, other than TD Receivables owing by any
| |                     |   | TD Obligor in an aggregate Outstanding Balance not
| |                     |   | to exceed the amount opposite such TD Obligors   
| |                     |   | name on the table below:                          

|          
|----------
|TD Obligor
|* * *     
|          
|* * *     
|          
|* * *     
|          

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(d)                 Exhibit
I to the Agreement is hereby amended to add the following definitions in           the
appropriate alphabetical location:

| | TD
Obligor means any of* * *,* * * or* * * following such
entitys termination asa Dealer.
| | --------------------------------------------------------------------------------------------

| | TD
Receivable means a Receivable:
| | -----------------------------------

| | (i)       that
is in existence as of March 31, 2008;
| | ----------------------------------------------------

| | (ii)       in
respect of which an Obligor is a TD Obligor;
| | ----------------------------------------------------------

| | (iii)that
has not (x) been transferred to non-accrual status as of March31, 2008 or (y) had
its Contract modified as of March 31, 2008 to extend the                paymentdate
with respect to any one or more Scheduled Receivable                Payments thereunder;
and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       that
has (x) been transferred to non-accrual status after March 31,2008 or (y) had its
Contract modified after March 31, 2008 to extend the                payment datewith
respect to any one or more Scheduled Receivable                Payments thereunder.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)                 Schedule
A to the Agreement is hereby amended and restated in its entirety as Schedule II hereto.

4.       Representations
and Warranties of the Seller. In order to induce the           parties hereto to
enter into this Amendment, the Seller represents and warrants           that:

(a)                 The
representations and warranties of Seller set forth in Section 5.1 of the
          Agreement, as hereby amended, are true, correct and complete on the date hereof
          as if made on and as of the date hereof and, other than the Specified
          Amortization Events, there exists no Amortization Event or Potential
          Amortization Event on the date hereof, provided that in the case of any
          representation or warranty in Section 5.1 of the Agreement that expressly
          relates to facts in existence on an earlier date, the reaffirmation thereof
          under this Section 4(a) shall be made as of such earlier date.

(b)                 The
execution and delivery by the Seller of this Amendment has been duly           authorized
by proper corporate proceedings of the Seller and this Amendment, and           the
Agreement, as amended by this Amendment, constitutes the legal, valid and
          binding obligation of the Seller, enforceable against the Seller in accordance
          with its terms, except as such enforcement may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or other similar laws of
          general applicability affecting the enforcement of creditors rights
          generally.

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5.       Representations
and Warranties of the Servicer. In order to induce the           parties hereto to
enter into this Amendment, the Servicer represents and           warrants that:

(a)                 The
representations and warranties of the Servicer set forth in Section 5.2 of           the
Agreement, as hereby amended, are true, correct and complete on the date           hereof
as if made on and as of the date hereof and, other than the Specified
          Amortization Events, there exists no Amortization Event or Potential
          Amortization Event on the date hereof, provided that in the case of any
          representation or warranty in Section 5.2 of the Agreement that expressly
          relates to facts in existence on an earlier date, the reaffirmation thereof
          under this Section 5(a) shall be made as of such earlier date.

(b)                 The
execution and delivery by the Servicer of this Amendment has been duly
          authorized by proper corporate proceedings of the Servicer and this Amendment,
          and the Agreement, as amended by this Amendment, constitutes the legal, valid
          and binding obligation of the Servicer, enforceable against the Servicer in
          accordance with its terms, except as such enforcement may be limited by
          applicable bankruptcy, insolvency, reorganization, moratorium or other similar
          laws of general applicability affecting the enforcement of creditors          rights
generally.

6.       Conditions
Precedent. The waivers specified above and the amendments to           the Agreement
provided for hereunder shall become effective as of the date above           first
written upon (a) the Agents receipt of counterparts of (i) this           Amendment
executed by the Seller, the Servicer and each Purchaser, (ii) the           Amended and
Restated Fee Letter dated the date hereof executed by the Seller,           the Agent,
Park Avenue Receivables Company, LLC and J.P. Morgan Securities Inc.           and (iii)
Amendment No. 1 to Receivables Sale Agreement dated the date hereof           executed by
Gehl Company and Gehl Receivables II, LLC and (b) J.P. Morgan           Securities Inc.s
receipt, in immediately available funds, of the           Amendment Fee referenced
in such Amended and Restated Fee Letter.

7.       Ratification.
The Agreement, as amended hereby, is hereby ratified,           approved and confirmed in
all respects.

8.       Reference
to Agreement. From and after the effective date hereof, each           reference in
the Agreement to this Agreement, hereof, or           hereunder or
words of like import, and all references to the           Agreement in any and all
agreements, instruments, documents, notes, certificates           and other writings of
every kind and nature shall be deemed to mean the           Agreement as amended by this
Amendment.

9.       Costs
and Expenses. The Seller agrees to pay all reasonable costs, fees           and
out-of-pocket expenses (including attorneys fees and time charges of
          attorneys representing the Agent, which attorneys may be employees of the
Agent)           incurred by the Agent in connection with the preparation, execution and
          enforcement of this Amendment.

10.       CHOICE
OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH           AND GOVERNED
BY THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL           LAWS
APPLICABLE TO NATIONAL BANKS.

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11.       Execution
of Counterparts. This Amendment may be executed in any number           of
counterparts and by different parties hereto in separate counterparts, each           of
which when so executed shall be deemed to be an original and all of which           taken
together shall constitute one and the same agreement.

***Indicates that material has been
omitted and confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.

[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered as of the date first written above.

| | GEHL FUNDING II, LLC, as Seller                     
| | ----------------------------------------------------
| | By:  /s/ James J. Monnat                            
| | Name: James J. Monnat                               
| | Title: Treasurer                                    
| | GEHL COMPANY, as Servicer                           
| | By:  /s/ James J. Monnat                            
| | Name: James J. Monnat                               
| | Title: Vice President and Treasurer                 
| | PARK AVENUE RECEIVABLES COMPANY, LLC                
| | By:  JPMorgan Chase Bank, N.A., its attorney-in-fact
| | By:  /s/ Ronald J. Atkins                           
| | Name: Ronald J. Atkins                              
| | Title: Executive Director                           
| | JPMORGAN CHASE BANK, N.A., as the sole Financial    
| | Institution and as Agent                            
| | By:  /s/ Ronald J. Atkins                           
| | Name: Ronald J. Atkins                              
| | Title: Executive Director                           

Signature Page to
Waiver and Amendment No. 5 to Receivables Purchase Agreement

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SCHEDULE I

SPECIFIED AMORTIZATION
EVENTS

1.                 Each
of the Amortization Events occurring under Section 9.1(h)(i) of the           Agreement
because the average Pool Delinquency Ratio, with respect to each of           the three
month periods ended as of the end of each of the October 2007,           November 2007,
December 2007, January 2008 and February 2008 calendar months,           exceeded 1.25%.

2.                 Each
of the Amortization Events occurring under Section 9.1(h)(ii) of the           Agreement
because the average Serviced Delinquency Ratio, with respect to each           of the
three month periods ended as of the end of each of the January 2008 and
          February 2008 calendar months, exceeded 1.75%.

3.                 Each
of the Amortization Events occurring under Section 9.1(h)(iii) of the           Agreement
because the average the average Loss Ratio, in respect of the Pool           Receivables,
with respect to each of the three month periods ended as of the end           of each of
the March 2007, April 2007, May 2007, June 2007, July 2007, August           2007,
September 2007, October 2007, November 2007, December 2007, January 2008           and
February 2008 calendar months, exceeded 5.50%.

4.                 Each
of the Amortization Events occurring under Section 9.1(h)(iv) of the           Agreement
because the average Loss Ratio, in respect of all Receivables, with           respect to
each of the three month periods ended as of the end of each of the           November
2007, December 2007, January 2008 and February 2008 calendar months,           shall
exceeded 5.50%.

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Schedule II

Amended and Restated
Schedule A to the Agreement

[attached]

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Schedule A

Commitments

|                         
|-------------------------
|Financial Institution    
|                         
|JPMorgan Chase Bank, N.A.
|