RECEIVABLES SALE
AGREEMENT 



DATED AS OF MARCH 15,
2006 



BETWEEN 



GEHL COMPANY, 



AS ORIGINATOR 



AND 



GEHL RECEIVABLES II,
LLC, 



AS BUYER 











TABLE OF CONTENTS 















		Page
	
ARTICLE I AMOUNTS AND TERMS	  2
	
    SECTION 1.01. Purchase of Qualified Receivables	  2
	    SECTION 1.02. Payment for the Purchase	  4
	    SECTION 1.03. Purchase Price Credit Adjustments	  5
	    SECTION 1.04. Payments and Computations, Etc	  6
	    SECTION 1.05. Transfer of Records	  6
	    SECTION 1.06. Characterization	  7
	
ARTICLE II REPRESENTATIONS AND WARRANTIES	  8
	
    SECTION 2.01. Representations and Warranties of Originator	  8
	
ARTICLE III CONDITIONS OF PURCHASE	12
	
    SECTION 3.01. Conditions Precedent to Purchase	12
	    SECTION 3.02. Conditions Precedent to Subsequent Payments	12
	
ARTICLE IV COVENANTS	12
	
    SECTION 4.01. Affirmative Covenants of Originator	12
	    SECTION 4.02. Negative Covenants of Originator	17
	
ARTICLE V TERMINATION EVENTS	18
	
    SECTION 5.01. Termination Events	18
	    SECTION 5.02. Remedies	19
	
ARTICLE VI INDEMNIFICATION	20
	
    SECTION 6.01. Indemnities by Originator	20
	    SECTION 6.02. Other Costs and Expenses	22
	
ARTICLE VII MISCELLANEOUS	23
	
    SECTION 7.01. Waivers and Amendments	23
	    SECTION 7.02. Notices	23
	    SECTION 7.03. Protection of Ownership Interests of Buyer	23
	    SECTION 7.04. Confidentiality	24
	    SECTION 7.05. Bankruptcy Petition	25
	    SECTION 7.06. CHOICE OF LAW	25
	    SECTION 7.07. CONSENT TO JURISDICTION	25
	    SECTION 7.08. WAIVER OF JURY TRIAL	25
	    SECTION 7.09. Integration; Binding Effect; Survival of Terms	25
	    SECTION 7.10. Counterparts; Severability; Section References	26





i  










Exhibits and Schedules 



	Exhibit I	-	Definitions
	
Exhibit II	-	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
	
Exhibit III	-	Lockboxes; Lockbox Account and Lockbox Account Bank
	
Exhibit IV	-	Form of Compliance Certificate
	
Exhibit V	-	Credit and Collection Policy
	
Exhibit VI	-	Form of Subordinated Note
	
Schedule A	-	Schedule of Receivables



























ii 










RECEIVABLES SALE
AGREEMENT 



        This
RECEIVABLES SALE AGREEMENT, dated as of March 15, 2006, is by and between GEHL COMPANY, a
Wisconsin corporation (“Originator”), and GEHL RECEIVABLES II, LLC, a
Delaware limited liability company (“Buyer”). Unless defined elsewhere herein,
capitalized terms used in this Agreement shall have the meanings assigned to such terms in
Exhibit I. 



PRELIMINARY STATEMENTS 



        Originator
now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell
and assign to Buyer, and Buyer wishes to purchase from Originator, all of
Originator’s right, title and interest in and to all of Originator’s Qualified
Receivables, together with the Related Security and Collections with respect thereto. 



        Originator
and Buyer intend the transactions contemplated hereby to be true sales of the Qualified
Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership
of the Qualified Receivables, and Originator and Buyer do not intend these transactions to
be, or for any purpose to be characterized as, loans from Buyer to Originator. 



        Following
the purchase of Qualified Receivables from Originator, Buyer will sell its right, title
and interest in and to such Qualified Receivables, together with the Related Security and
Collections with respect thereto, pursuant to that certain Receivables Purchase and Sale
Agreement dated as of the date hereof (as the same may from time to time hereafter be
amended, supplemented, restated or otherwise modified, the “Purchase and Sale
Agreement”) between Buyer and Gehl Funding II, LLC (“GFII”).
Following the sale the Qualified Receivables by Buyer to GFII under the Purchase and Sale
Agreement, GFII will sell undivided interests therein and in the associated Related
Security and Collections pursuant to that certain Receivables Purchase Agreement dated as
of the date hereof (as the same may from time to time hereafter be amended, supplemented,
restated or otherwise modified, the “Purchase Agreement”) among GFII,
Gehl Company, as Servicer (in such capacity, the “Servicer”), Park Avenue
Receivables Company, LLC (“Company”), the financial institutions from
time to time party thereto (together with Company, the “Purchasers”) and
JPMorgan Chase Bank, N.A. (“JPMorgan Chase”) or any successor agent
appointed pursuant to the terms of the Purchase Agreement, as agent for the Purchasers (in
such capacity, the “Agent”). 



ARTICLE I 
AMOUNTS AND
TERMS  



        SECTION
1.01.     Purchase of Qualified Receivables. 




        (a)              Subject
to the terms and conditions hereof, Originator agrees to sell, assign,
          transfer, set-over, contribute and otherwise convey to Buyer, without recourse
          (except to the extent expressly provided herein), and Buyer agrees to purchase
          or acquire from Originator, all of Originator’s right, title and interest
          in and to all Qualified Receivables existing as of the close of business on the
          Business Day immediately prior to the Initial Funding Date and all Qualified
          Receivables thereafter arising until the Termination Date, together, in each
          case, with all Related Security relating thereto and all Collections thereon.  




2 










        (b)              Effective
on the Initial Funding Date, in consideration for the Purchase Price           and upon
the terms and subject to the conditions set forth herein, Originator           does
hereby sell, assign, transfer, set-over and otherwise convey to Buyer,           without
recourse (except to the extent expressly provided herein), and Buyer           does
hereby purchase from Originator, all of Originator’s right, title and
          interest in and to (i) the Receivables set forth on the Schedule of Receivables
          (other than the Existing Receivables, as to which Originator has no, and claims
          no, interest), which are all Qualified Receivables existing as of the close of
          business on the Business Day immediately prior to the Initial Funding Date and
          (ii) the Receivables that shall be, from time to time, until the Termination
          Date, be added to or listed on the Schedule of Receivables, which are intended
          to be all Qualified Receivables thereafter arising through until the
Termination           Date, together, in each case, with all Related Security relating
thereto and all           Collections thereon. In accordance with the preceding sentence,
on the Initial           Funding Date Buyer shall acquire all of Originator’s right,
title and           interest in and to all Qualified Receivables existing as of the close
of           business on the Business Day immediately prior to the Initial Funding Date
and           thereafter arising through and including the Termination Date, together
with all           Related Security relating thereto and all Collections thereon; provided,
          that, Buyer shall be obligated to pay the Purchase Price therefor in accordance
          with Section 1.02. In connection with the payment of the Purchase Price
          for any Qualified Receivables purchased hereunder, Buyer may request that
          Originator deliver, and Originator shall deliver, such approvals, opinions,
          information, reports or documents as Buyer may reasonably request.  




        (c)              It
is the intention of the parties hereto that the Purchases of Qualified
          Receivables made hereunder shall constitute sales of “accounts”,
          “payment intangibles” or “chattel paper” (as each such term
          is defined in Article 9 of the UCC), which sales are absolute and irrevocable
          and provide Buyer with the full benefits of ownership of the Qualified
          Receivables. Except for the Purchase Price Credits owed pursuant to Section
          1.03, the sales of Qualified Receivables hereunder are made without
recourse           to Originator; provided, however, that (i) Originator
shall be           liable to Buyer for all representations, warranties and covenants made
by           Originator pursuant to the terms of the Transaction Documents to which
          Originator is a party, and (ii) such sales do not constitute and are not
          intended to result in an assumption by Buyer or any assignee thereof of any
          obligation of Originator or any other Person arising in connection with the
          Qualified Receivables, the related Contracts and/or other Related Security or
          any other obligations of Originator. In view of the intention of the parties
          hereto that the Purchase of Qualified Receivables made hereunder shall
          constitute sales of such Qualified Receivables rather than loans secured
          thereby, Originator agrees that it will, on or prior to the Initial Funding
Date           and in accordance with Section 4.01(e)(ii), mark its master data
          processing records, file cabinets and file folders relating to the Qualified
          Receivables with a legend acceptable to Buyer, GFII (as Buyer’s assignee)
          and to the Agent (as GFII’s assignee), evidencing that Buyer has purchased
          such Qualified Receivables as provided in this Agreement and to note in its
          financial statements that the Qualified Receivables have been sold to Buyer.
          Upon the request of Buyer, GFII (as Buyer’s assignee) or the Agent (as
          GFII’s assignee), Originator will file such financing or continuation
          statements, or amendments thereto or assignments thereof, and such other
          instruments or notices, as may be necessary or appropriate to perfect and
          maintain the perfection of Buyer’s ownership interest in the Qualified
          Receivables and the Related Security and Collections with respect thereto, or
as           Buyer, or GFII (as Buyer’s assignee) or the Agent (as GFII’s
assignee)           may reasonably request.  





3   









        SECTION
1.02.     Payment for the Purchase. 




        (a)              The
Purchase Price for the Purchase of Qualified Receivables in existence on the
          close of business on the Business Day immediate preceding the Initial Funding
          Date shall be payable in full by Buyer to Originator on the Initial Funding
          Date, and shall be paid to Originator in the following manner:  




	 	        (i)              by
delivery of immediately available funds, in an amount confirmed by the           parties
hereto on the Initial Funding Date; provided, that a portion of           such
funds shall be offset by amounts owed by Originator to Buyer or Originator
          shall contribute Qualified Receivables on account of the issuance of equity in
          the manner contemplated in the operating agreement of the Buyer and having a
          total value of not less than the Required Capital Amount, and  







	 	        (ii)             the
balance, by delivery of the proceeds of a subordinated revolving loan from
          Originator to Buyer (a “Subordinated Loan”) in an amount not
to           exceed the least of (i) the remaining unpaid portion of such Purchase Price,
          (ii) the maximum Subordinated Loan that could be borrowed without rendering
          Buyer’s Net Worth less than the Required Capital Amount and (iii) the
          maximum Subordinated Loan that could be borrowed without rendering the Net
Value           less than the aggregate outstanding principal balance of the Subordinated
Loan           hereunder (including the Subordinated Loan proposed to be made on such
date).           The Originator is hereby authorized by Buyer to endorse on the schedule
attached           to the Subordinated Note an appropriate notation evidencing the date
and amount           of each advance thereunder, as well as the date of each payment with
respect           thereto, provided that the failure to make such notation shall not
affect any           obligation of Buyer thereunder.  







Each Qualified Receivable coming into
existence after the Initial Funding Date shall be sold to Buyer on the first Settlement
Date following the date that such Qualified Receivable came into existence (or in the case
of any Eligible Receivable that is not transferred on such Settlement Date because the
Servicer has advised Originator on or before such Settlement Date that such Eligible
Receivable does not constitute a Qualified Receivable on such Settlement Date because the
transfer thereof will not cause the Net Receivables Balance to be increased on such
Settlement Date, the first Settlement Date upon which the Servicer advises the Originator
that the transfer of such Eligible Receivable would cause the Net Receivables Balance to
be increased) and the Purchase Price for such Qualified Receivable shall be due and owing
in full by Buyer to Originator or its designee on the Settlement Date that such Qualified
Receivable is transferred to the Buyer (except that Buyer may, with respect to any such
Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer
hereunder and which have become due but remain unpaid) and shall be paid to Originator in
the manner provided in the following paragraphs (b) and (c). The conveyance of such
Qualified Receivables shall occur and take effect automatically upon the listing of each
such item in the Schedule of Receivables, without further action by any Person. 




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        (b)              With
respect to any Qualified Receivables coming into existence after the           Initial
Funding Date, of each Settlement Date, Buyer shall pay the Purchase           Price in
the following manner:  




            first,
by delivery of immediately  available  funds, to the extent of funds available to  Buyer
from its subsequent sale of the Qualified Receivables to the GFII under the Purchase and
Sale Agreement or other cash on hand;  




            second,
 by delivery of the proceeds of a  Subordinated  Loan,  provided that the making   of any
such Subordinated Loan shall be subject to the provisions set forth in Section
1.02(a)(ii); and  




            third,
 unless  Originator has declared the Termination  Date to have occurred  pursuant  to Section
5.02(b), at the election of the Originator (which may be a standing election), by
accepting a contribution to its capital pursuant to its operating agreement in an amount
equal to the remaining unpaid balance of such Purchase Price.  




Subject to the limitations set forth
in Section 1.02(a)(ii), Originator irrevocably agrees to advance each Subordinated
Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall
be evidenced by, and shall be payable in accordance with the terms and provisions of the
Subordinated Note. 



        (c)              From
and after the Termination Date, Originator shall not be obligated to (but           may,
at its option) (i) sell Qualified Receivables to Buyer unless Originator
          reasonably determines that the Purchase Price therefor will not be satisfied
          with funds available to Buyer from sales of the Qualified Receivables pursuant
          to the Purchase and Sale Agreement, Collections, proceeds of Subordinated Loans
          or otherwise or (ii) contribute Receivables to Buyer’s capital.  




        SECTION
1.03.     Purchase Price Credit Adjustments.  If on any day: 




        (a)              the
Outstanding Balance of a Qualified Receivable is:  




	 	        (i)              reduced
as a result of any defective or rejected goods or services, any discount           or any
adjustment or otherwise by Originator or, in the case of any Qualified
          Receivable acquired from a Dealer, by the applicable Dealer (other than cash
          Collections on account of the Qualified Receivables), or  







	 	        (ii)              reduced
or canceled as a result of a setoff in respect of any claim by any           Person
(whether such claim arises out of the same or a related transaction or an
          unrelated transaction), or  







        (b)              any
of the representations and warranties set forth in Article II are no
          longer true with respect to any Qualified Receivable,  




5 










then, in such event, Buyer shall be
entitled to a credit (each, a “Purchase Price Credit”) against the
aggregate Purchase Price otherwise payable hereunder for new Qualified Receivables in an
amount equal to the amount of such reduction or cancellation in the case of clause (a) or
the Outstanding Balance of such Receivable in the case of clause (b). If such Purchase
Price Credit exceeds the Original Balance of the Qualified Receivables coming into
existence on any day, then Originator shall pay the remaining amount of such Purchase
Price Credit in cash within 5 Business Days thereafter, provided that if the
Termination Date has not occurred, Originator shall be allowed to deduct the remaining
amount of such Purchase Price Credit from any indebtedness owed to it under the
Subordinated Note. Without limiting the generality of the foregoing, in connection with
the representations and warranties relating to good title, absence of Adverse Claims or
effectiveness of transfer of any Receivable transferred hereunder, Originator shall be
deemed to have breached such representation and warranty so that a Purchase Price Credit
shall be payable by Originator in the amount of the Outstanding Balance of any Qualified
Receivable if (i) a Dealer shall have originated such Qualified Receivable, (ii) such
Dealer shall have suffered an Insolvency Event at any time following the date such
Qualified Receivable was transferred hereunder and (iii) an action is brought in the
Dealer’s bankruptcy case seeking to claim an affected Qualified Receivable or
proceeds thereof as property of the estate, exercise any avoiding power of the bankruptcy
trustee, challenge good title to or ownership of such Qualified Receivable or proceeds,
assert any Adverse Claim on such Qualified Receivable or proceeds or otherwise challenge
the effectiveness or validity of such Dealer’s transfer of any Qualified Receivable
and either (A) no Gehl Entity answers such action on a timely basis, (B) no Gehl Entity
seeks the dismissal with prejudice of such action on a timely basis or submits a motion
for summary judgment of such action on a timely basis or (C) such action survives a motion
to dismiss or motion for summary judgment. 



        SECTION
1.04. Payments and Computations, Etc. All amounts to be paid or deposited by Buyer
hereunder shall be paid or deposited in accordance with the terms hereof on the day when
due in immediately available funds to the account of Originator designated from time to
time by Originator or as otherwise directed by Originator. If any payment owed by any
Person hereunder becomes due on a day that is not a Business Day, then such payment shall
be made on the next succeeding Business Day. If any Person fails to pay any amount
hereunder when due, interest shall accrue on such unpaid amount at the rate per annum
specified in clause (ii) of the definition of “Default Fee” until such amount
is paid in full and, such Person agrees to pay such interest on demand; provided,
however, that such rate shall not at any time exceed the maximum rate permitted by
applicable law. All computations of interest payable hereunder shall be made on the basis
of a year of 360 days for the actual number of days (including the first but excluding
the last day) elapsed.  




        SECTION
1.05.     Transfer of Records. 




        (a)              In
connection with the Purchases of Qualified Receivables hereunder, Originator
          hereby sells, transfers, assigns and otherwise conveys to Buyer all of
          Originator’s right and title to and interest in the Records relating to
all           Qualified Receivables sold hereunder, without the need for any further
          documentation in connection with the Purchases. In connection with such
          transfer, Originator hereby grants to each of Buyer, the GFII, the Agent and
the           Servicer an irrevocable, non-exclusive license to use, without royalty or
          payment of any kind, all software used by Originator to account for the
          Qualified Receivables, to the extent necessary to administer the Qualified
          Receivables, whether such software is owned by Originator or is owned by others
          and used by Originator under license agreements with respect thereto, provided that
should the consent of any licensor of Originator to such           grant of the license
described herein be required, Originator hereby agrees that           upon the request of
Buyer (or GFII as Buyer’s assignee or the Agent as           GFII’s assignee),
Originator will use its reasonable efforts to obtain the           consent of such
third-party licensor. The license granted hereby shall be           irrevocable, and
shall terminate on the date this Agreement terminates in           accordance with its
terms.  




6 










        (b)              Originator
(i) shall take such action requested by Buyer, GFII (as Buyer’s           Assignee)
and/or the Agent (as GFII’s assignee), from time to time           hereafter, that
may be necessary or appropriate to ensure that (A) Buyer and           Buyer’s
assigns under the Purchase and Sale Agreement and (B) GFII and           GFII’s
assigns under the Purchase Agreement have an enforceable ownership           interest in
the Records relating to the Qualified Receivables purchased from           Originator
hereunder, and (ii) shall use its reasonable efforts to ensure that           Buyer,
GFII, the Agent and the Servicer each has an enforceable right (whether           by
license or sublicense or otherwise) to use all of the computer software used           to
account for the Qualified Receivables and/or to recreate such Records.  




        SECTION
1.06.     Characterization. 




        (a)              If,
notwithstanding the intention of the parties expressed in Section           1.01(c),
any sale or contribution by Originator to Buyer of Qualified           Receivables
hereunder shall be characterized as a secured loan and not a sale or           such sale
shall for any reason be ineffective or unenforceable (any of the           foregoing
being a “Recharacterization”), then this Agreement           shall be
deemed to constitute a security agreement under the UCC and other           applicable
law. For this purpose and without being in derogation of the           parties’ intention
that the sale of Qualified Receivables hereunder shall           constitute a true sale
thereof, Originator hereby grants to Buyer a valid and           perfected security
interest in all of Originator’s right, title and           interest in, to and under
all Qualified Receivables now existing and hereafter           arising, all Collections,
all Related Security and Records with respect thereto,           all other rights and
payments relating to the Qualified Receivables and all           proceeds of the
foregoing, and all other assets in which Buyer has acquired, may           hereafter
acquire and/or purports pursuant to the terms and provisions of this           Agreement
to have acquired an interest under this Agreement to secure all           payment and
performance obligations of Originator hereunder (including (a) the           obligation
to remit all Collections with respect to the Qualified Receivables to           the Buyer
and (b) the obligation to transfer Receivables to the Buyer with a           value at
least equal to the Qualified Receivables, Collections thereon and the           Related
Security with respect thereto) which security interest shall be prior to           all
other Adverse Claims thereto. After the occurrence of a Termination Event,
          Buyer and its assigns shall have, in addition to the rights and remedies which
          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. In the case of any Recharacterization,
          each of the Originator and the Buyer represents and warrants as to itself that
          each remittance of Collections and other property by the Originator to the
Buyer           hereunder will have been (i) in payment of a debt incurred by the
Originator in           the ordinary course of business or financial affairs of the
Originator and the           Buyer and (ii) made in the ordinary course of business or
financial affairs of           the Originator and the Buyer.  




        (b)              Originator
hereby authorizes Buyer (and any of its assigns), within the meaning           of Section
9-509 of any applicable enactment of the UCC, as secured party, to           file,
without the signature of the debtor, the UCC financing statements           contemplated
hereby.  




7 










        (c)              Originator
acknowledges (i) that Buyer, pursuant to the Purchase and Sale           Agreement, shall
assign to the GFII all of its rights, remedies, powers and           privileges
hereunder, (ii) that the GFII, pursuant to the Purchase Agreement,           shall assign
to the Agent, for the benefit of the Agent, the Purchasers and the           Hedge
Providers under the Purchase Agreement, such rights, remedies, powers and
          privileges and (iii) that the Agent may further assign such rights, remedies,
          powers and privileges to the extent permitted in the Purchase Agreement.
          Originator agrees that the GFII, as the assignee of Buyer, and the Agent, as
the           assignee of the GFII, shall, subject to the terms of the Purchase and Sale
          Agreement and the Purchase Agreement respectively, have the right to enforce
          this Agreement and to exercise directly all of Buyer’s rights and remedies
          under this Agreement (including, without limitation, the right to give or
          withhold any consents or approvals of Buyer to be given or withheld hereunder,
          and, in any case, without regard to whether specific reference is made to
          Buyer’s assigns in the provisions of this Agreement which set forth such
          rights and remedies) and Originator agrees to cooperate fully with the GFII,
the           Agent and the Purchasers in the exercise of such rights and remedies.
Originator           further agrees to give to the GFII and the Agent copies of all
notices it is           required to give to Buyer hereunder.  




ARTICLE II
 
REPRESENTATIONS AND WARRANTIES  



        SECTION
2.01.     Representations  and  Warranties of  Originator.  Originator  hereby
 represents  and warrants to Buyer and its assigns as of the date hereof and on the date
of each Purchase hereunder that: 




        (a)    Corporate
Existence and Power. Originator is (1) a corporation duly           organized,
validly existing and in good standing under the laws of the State of           Wisconsin,
and (2) 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 failure to so qualify could not reasonably be expected to have a Material
          Adverse Effect. Originator is organized solely under the laws of the State of
          Wisconsin.  




        (b)    Power
and Authority; Due Authorization Execution and Delivery. The           execution and
delivery by Originator of this Agreement and each other           Transaction Document to
which it is a party, and the performance of its           obligations hereunder and
thereunder and, Originator’s use of the proceeds           of the Purchase 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 Originator is a           party has been duly
executed and delivered by Originator.  




        (c)    No
Conflict. The execution and delivery by Originator 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 (or equivalent
          organizational documents), (ii) any law, rule or regulation applicable to it,
          (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, 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 assets of Originator or its Subsidiaries (except as created hereunder) and
no           transaction contemplated hereby requires compliance with any bulk sales act
or           similar law.  




8 










        (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 Originator of this Agreement           and each other
Transaction Document to which it is a party and the performance           of its
obligations hereunder and thereunder.  




        (e)    Actions,
Suits. There are no actions, suits or proceedings pending by or           before any
governmental authority, or to the best of Originator’s           knowledge,
threatened, against or affecting Originator, 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. Originator is not in           default with respect to
any order of any court, arbitrator or governmental           authority.  




        (f)    Binding
Effect. This Agreement and each other Transaction Document to           which
Originator is a party constitute the legal, valid and binding obligations           of
Originator enforceable against Originator 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 by           Originator or any
of its Affiliates to Buyer (or its assigns) 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
by Originator or any of its Affiliates to Buyer (or its           assigns) 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.  




        (h)    Use
of Proceeds. No proceeds of the Purchase hereunder will be used (i)           for a
purpose that violates, or would be inconsistent with, Regulation T, U or X
          promulgated by the Board of Governors of the Federal Reserve System from time
to           time or (ii) to acquire any security in any transaction which is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, as
          amended.  




        (i)    Good
Title. Immediately prior to the time each Qualified Receivable is           sold
hereunder, Originator shall be the legal and beneficial owner of each such
          Qualified Receivable 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 Originator’s ownership interest in each Qualified
          Receivable, its Collections and the Related Security.  




9 










        (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 Buyer (and Buyer shall acquire from Originator) legal and           equitable
title to, with the right to sell and encumber each Qualified           Receivable
existing and hereafter arising, together with the Related Security           and
Collections with respect thereto, free and clear of any Adverse Claim,           except
as created by the Transactions 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
          Buyer’s ownership interest in the Qualified Receivables, the Related
          Security and the Collections.  




        (k)    Places
of Business. The principal places of business and chief executive           office of
Originator and the offices where it keeps all of its Records are           located at the
address listed on Exhibit II or such other locations of           which Buyer has
been notified in accordance with Section 4.02(a) in           jurisdictions where
all action required by Section 4.02(a) has been taken           and completed.
Originator’s Federal Employer Identification Number is           correctly set forth
on Exhibit II.  




        (l)    Collections.
The requirements set forth in Section 4.01(j) have at           all times been
satisfied and duly performed. The name and address of the Lockbox           Account Bank,
together with the account number of the Lockbox Account at the           Lockbox Account
Bank and the post office box number of the Lockbox, are listed           on Exhibit III.
Originator has instructed all Obligors of Qualified           Receivables to pay all
Collections with respect thereto directly to the Lockbox,           the Lockbox Account
or the Collection Account. Originator has not granted any           Person, other than
the Collateral Agent (in the case of the Lockbox, the Lockbox           Account) as
contemplated by the Intercreditor Agreement, control (within the           meaning of
Section 9-104 of the applicable UCC) of the Lockbox, the Lockbox           Account or the
Collection Account, or the right to take control (within the           meaning of Section
9-104 of the applicable UCC) of the Lockbox, the Lockbox           Account or the
Collection Account at a future time or upon the occurrence of a           future event.
The Intercreditor Agreement remains in full force and effect.  




        (m)    Material
Adverse Effect. Since December 31, 2004 or as disclosed in           Securities and
Exchange Commission filings made prior to the date hereof, no           event has
occurred that would have a material adverse effect on (i) the           financial
condition or operations of Originator or the Originator and its           Subsidiaries
taken as a whole or (ii) the ability of Originator to perform its           obligations
under the Transaction Documents. Since February 2, 2006, no event           has occurred
that would have a material adverse effect on the collectibility of           the
Qualified Receivables generally or any material portion of the Qualified
          Receivables.  




        (n)    Names.
In the past five (5) years, Originator has not used any corporate           names, trade
names or assumed names other than “Gehl Finance” and the           name in
which it has executed this Agreement and has not been organized in any
          jurisdiction other than the State of Wisconsin.  




        (o)    Ownership
of Buyer. Originator owns, directly or indirectly, 100% of the           issued and
outstanding membership interests of Buyer, 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 Buyer.  





10 









        (p)    Not
an Investment Company. Originator is not an “investment           company” within
the meaning of the Investment Company Act of 1940, as           amended, or any successor
statute.  




        (q)    Compliance
with Law. Originator 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 so           comply could not
reasonably be expected to have a Material Adverse Effect. Each           Qualified
Receivable transferred to Buyer hereunder, together with the Contract           related
thereto, does not contravene any laws, rules or regulations applicable           thereto (including,
without limitation, laws, rules and           regulations relating to truth in
lending, fair credit billing, fair credit           reporting, equal credit opportunity,
fair debt collection practices and           privacy), and no part of such Contract is in
violation of any such law, rule or           regulation.  




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




        (s)    Payments
to Originator. With respect to each Qualified Receivable           transferred to
Buyer hereunder, the Purchase Price received by Originator           constitutes
reasonably equivalent value in consideration therefor and such           transfer was not
made for or on account of an antecedent debt. No transfer by           Originator of any
Qualified Receivable hereunder is or may be voidable under any           section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et           seq.), as
amended.  




        (t)    Enforceability
of Contracts. Each Contract with respect to each Qualified           Receivable
transferred to Buyer hereunder is effective to create, and has           created, a
legal, valid and binding obligation of the related Obligor to pay the
          Outstanding Balance of the Qualified Receivable created thereunder and any
          accrued interest thereon, enforceable against the Obligor in accordance with
its           terms, except as such enforcement may be limited by applicable bankruptcy,
          insolvency, reorganization or other similar laws relating to or limiting
          creditors’ rights generally and by general principles of equity
(regardless           of whether enforcement is sought in a proceeding in equity or at
law).  




        (u)    Qualified
Receivables. Each Receivable transferred to the Buyer pursuant           to this
Agreement was an “Qualified Receivable” on the date of such           transfer.  




        (v)    Accounting.
The manner in which Originator accounts for the transactions           contemplated by
this Agreement does not jeopardize the legal true sale analysis.  




        (w)    No
Adverse Selection. To the extent that Originator has retained           Receivables
that would be Eligible Receivables, if transferred, but which have           not been
transferred to Buyer hereunder (whether by reason of overconcentrations           or
otherwise), Originator has not selected those Receivables to be transferred
          hereunder in any manner that materially adversely affects Buyer or its assigns.  





11 









        (x)    Compliance
with Representations. On and as of the date of each Purchase           hereunder,
Originator hereby represents and warrants that all of the other           representations
and warranties set forth in this Article II are true and           correct on and
as of each such date (and after giving effect to all Qualified           Receivables in
existence on each such date) as though made on and as of each           such date.  




        (y)    Receivable
File. Originator has delivered to the Servicer the Receivable           File for each
Qualified Receivable transferred pursuant hereto.  




        (z)    No
Breach. The execution and delivery by Originator 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 the terms           of
the Credit Agreement (including, without limitation, the terms of Section 8.7
          thereof). The transactions contemplated by this Agreement and each of the other
          Transaction Documents constitute a “Qualified Securitization
          Transaction.” 




ARTICLE III 
CONDITIONS
OF PURCHASE  



        SECTION
3.01. Conditions Precedent to Purchase. The initial Purchase under this Agreement
is subject to the conditions precedent that all of the conditions to the initial purchase
under the Purchase Agreement shall have been satisfied or waived in accordance with the
terms thereof.  




        SECTION
3.02. Conditions Precedent to Subsequent Payments. Buyer’s obligation to pay
for Qualified Receivables coming into existence after the Initial Funding Date shall be
subject to the further conditions precedent that (a) the Termination Date shall not have
occurred, (b) Buyer (or its assigns) shall have received such other approvals, opinions
or documents as it or they may reasonably request and (c) on the date of any Purchase,
the Originator shall have provided (1) the Buyer and the Servicer with a supplement the
Schedule of Receivables identifying the Qualified Receivables to be transferred on such
date and (2) the Servicer with the Receivable Files for each of the Qualified Receivables
to be transferred on such date. Originator’s obligation to sell Qualified
Receivables coming into existence after the Initial Funding Date shall be subject to the
further conditions precedent that (a) the Termination Date shall not have occurred, and
(b) Buyer shall have the ability to and shall pay the purchase price therefor as provided
in Article I hereof.  




ARTICLE IV  
COVENANTS  



        SECTION
4.01.     Affirmative  Covenants  of  Originator.  Until the date on which  this
 Agreement  terminates  in accordance with its terms, Originator hereby covenants as set
forth below: 




        (a)    Financial
Reporting. Originator will maintain, for itself and each of its
          Subsidiaries, a system of accounting established and administered in accordance
          with GAAP, and furnish to Buyer (and its assigns):  





12 










	 	        (i)    Annual
Reporting. As soon as available, and in any event within 90 days           after the
last day of each fiscal year of the Originator, a copy of the           consolidated
balance sheet of Originator and its Subsidiaries as of the last day           of the
fiscal year then ended and the consolidated statements of income,           retained
earnings, and cash flows of Originator and its Subsidiaries for the           fiscal year
then ended, and accompanying notes thereto, each in reasonable           detail showing
in comparative form the figures for the previous fiscal year,           accompanied by an
unqualified opinion of PricewaterhouseCoopers LLP or another           firm of
independent public accountants of recognized national standing, selected           by the
Servicer and reasonably satisfactory to the Buyer and its assigns, to the
          effect that the consolidated financial statements have been prepared in
          accordance with GAAP and present fairly in all material respects in accordance
          with GAAP the consolidated financial condition of the Originator and its
          Subsidiaries as of the close of such fiscal year and the results of their
          operations and cash flows for the fiscal year then ended and that an
examination           of such accounts in connection with such financial statements has
been made in           accordance with generally accepted auditing standards and,
accordingly, such           examination included such tests of the accounting records and
such other           auditing procedures as were considered necessary in the
circumstances.  







	 	        (ii)    Quarterly
Reporting. As soon as available, and in any event within 45           days after the
last day of each fiscal quarter of Originator (other than the           last fiscal
quarter of each fiscal year), a copy of the consolidated balance           sheet of the
Originator and its Subsidiaries as of the last day of such fiscal           quarter and
the consolidated statements of income, retained earnings, and cash           flows of the
Originator and its Subsidiaries for the fiscal quarter and for the           fiscal
year-to-date period then ended, each in reasonable detail showing in
          comparative form the figures for the corresponding date and period in the
          previous fiscal year, prepared by Originator in accordance with GAAP (subject
to           the absence of footnote disclosures and year-end audit adjustments) and
          certified to by its chief financial officer or another officer of Originator
          acceptable to the Buyer and its assigns.  







	 	        (iii)    Compliance
Certificate. (A) Together with the financial statements           required hereunder,
a compliance certificate in substantially the form of Exhibit IV signed by
Originator’s Authorized Officer and dated the           date of such annual
financial statement or such quarterly financial statement,           as the case may be
and (B) at the time of delivery of any compliance certificate           required to be
delivered under the Credit Agreement, a copy of such compliance           certificate.  







	 	        (iv)    Shareholders
Statements and Reports. Promptly upon the furnishing thereof           to the
shareholders of Originator 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
Originator or any of its Subsidiaries files with the Securities and           Exchange
Commission.  







	 	        (vi)    Copies
of Notices. Promptly upon its receipt of any notice, request for           consent,
financial statements, certification, report or other communication           under or in
connection with any Transaction Document from any Person other than           Buyer,
GFII, the Existing Owner, the Provider, the Agent or any Purchaser,           copies of
the same.  








13 









	 	        (vii)    Change
in Credit and Collection Policy. At least twenty (20) days prior           to the
effectiveness of any material change in or material amendment to the           Credit and
Collection Policy, a copy of the Credit and Collection Policy then in           effect
and a notice (A) indicating such proposed change or amendment, and (B) if           such
proposed change or amendment could be expected to adversely affect the
          collectibility of the Qualified Receivables, requesting the Buyer’s
consent           thereto.  







	 	        (viii)    Other
Information. Promptly, from time to time, such other information,
          documents, records or reports relating to the Qualified Receivables or the
          condition or operations, financial or otherwise, of Originator as Buyer (or its
          assigns) may from time to time reasonably request in order to protect the
          interests of Buyer (and its assigns) under or as contemplated by this
Agreement.  







        (b)    Notices.
Originator will notify the Buyer (or its assigns) 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)    Termination
Events or Potential Termination Events. The occurrence of           each Termination
Event and each Potential Termination Event, by a statement of           an Authorized
Officer of Originator.  







	 	        (ii)    Judgment
and Proceedings. The entry of any judgment or decree against           Originator or
any of its Subsidiaries not satisfied or dismissed if the           aggregate amount of
all judgments and decrees then outstanding against           Originator and its
Subsidiaries exceeds $1,000,000.  







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







	 	        (iv)    Defaults
Under Other Agreements. The occurrence of a default or an event           of default
under any other financing arrangement pursuant to which Originator is           a debtor
or an obligor.  







        (c)    Compliance
with Laws and Preservation of Corporate Existence. Originator           will comply
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 so comply could not reasonably be expected           to have a
Material Adverse Effect. Originator 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
the failure to so preserve and maintain or qualify could not reasonably be
          expected to have a Material Adverse Effect.  





14 









        (d)    Audits.
Originator will furnish to Buyer (and its assigns) from time to           time such
information with respect to it and the Receivables as Buyer (or its           assigns)
may reasonably request. Originator will, from time to time during           regular
business hours as requested by Buyer (or its assigns), upon reasonable           prior
notice and at the sole cost of Originator, permit Buyer (or its assigns)           or
their respective agents or representatives, (i) to examine and make copies of
          and abstracts from all Records in the possession or under the control of
          Originator relating to the Qualified Receivables and the Related Security,
          including, without limitation, the related Contracts, and (ii) to visit the
          offices and properties of Originator for the purpose of examining such
materials           described in clause (i) above, and to discuss matters relating to
          Originator’s financial condition or the Qualified Receivables and the
          Related Security or Originator’s performance under any of the Transaction
          Documents or Originator’s performance under the Contracts and, in each
          case, with any of the officers or employees of Originator having knowledge of
          such matters; provided, that, unless either (i) an Amortization Event
          shall have occurred and be continuing at the time any such audit is requested
by           the Buyer (or its assigns), or (ii) the audits previously conducted at the
          expense of the Originator during such calendar year have not produced audit
          results reasonably satisfactory to the Buyer (or its assigns), Originator shall
          not be required to reimburse the Buyer (or its assigns) for the costs or
          expenses in respect of more than one audit during any calendar year.  




        (e)    Keeping
and Marking of Records and Books.  




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







	 	        (ii)              Originator
will (A) on or prior to the Initial Funding Date, mark its master           data
processing records related to the Qualified Receivables, file cabinets
          containing Receivable Files related to the Qualified Receivables, file folders
          containing Receivable Files and other books and records relating to the
          Qualified Receivables with a legend, acceptable to Buyer (or its assigns) and
          (B) upon the request of the Buyer (or its assigns) after the occurrence of an
          Amortization Event, mark each Contract with a legend acceptable to the Buyer
and           its assigns and (C) deliver to Buyer (or its assigns) or Servicer on behalf
of           Buyer all Contracts (including, without limitation, all multiple originals
of           any such Contract) relating to the Qualified Receivables.  







        (f)    Compliance
with Contracts and Credit and Collection Policy. Originator           will timely and
fully (i) perform and comply with all material provisions,           covenants and other
promises required to be observed by it under the Contracts           related to the
Qualified Receivables, and (ii) comply in all material respects           with the Credit
and Collection Policy in regard to each Qualified Receivable and           the related
Contract. Originator will pay when due any taxes payable in           connection with the
Qualified Receivables, exclusive of taxes on or measured by           income or gross
receipts of Buyer and its assigns.  





15 









        (g)    Ownership.
Originator will take all necessary action to establish and           maintain,
irrevocably in Buyer, legal and equitable title to the Qualified           Receivables,
the Related Security and the Collections, free and clear of any           Adverse Claims
other than Adverse Claims in favor of Buyer (and its assigns)           (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 Buyer’s           interest in such
Qualified Receivables, Related Security and Collections and           such other action
to perfect, protect or more fully evidence the interest of           Buyer as Buyer (or
its assigns) may reasonably request).  




        (h)    Purchasers’ Reliance.
Originator acknowledges that Agent and the           Purchasers are entering into the
transactions contemplated by the Purchase           Agreement and the other Transaction
Documents in reliance upon Buyer’s and           the GFII’s identity as a legal
entity that is separate from Originator and           any Affiliates thereof. Therefore,
from and after the date of execution and           delivery of this Agreement, Originator
will take all reasonable steps including,           without limitation, all steps that
Buyer and GFII or any assignee of Buyer or           GFII may from time to time
reasonably request to maintain Buyer’s and           GFII’s identity as a
separate legal entity and to make it manifest to third           parties that each of
Buyer and GFII is an entity with assets and liabilities           distinct from those of
Originator and any Affiliates thereof and not just a           division of Originator.
Without limiting the generality of the foregoing and in           addition to the other
covenants set forth herein, Originator (i) will not hold           itself out to third
parties as liable for the debts of Buyer or GFII nor purport           to own the
Qualified Receivables and other assets acquired by Buyer or GFII,           (ii) will
take all other actions necessary on its part to (including in its           capacity as
owner of 100% of the membership interests of Buyer) ensure that (A)           GFII is at
all times in compliance with the covenants set forth in Section           7.1(i) of
the Purchase Agreement and (B) Buyer is at all times in compliance           with Section
4.01(h) of the Purchase and Sale Agreement and (iii) will           conduct all
transactions with Buyer and GFII in connection with the transactions
          contemplated herein or otherwise to be conducted strictly on an           arm’s-length
basis.  




        (i)    Collections.
In the event any payments relating to Qualified Receivables           are remitted
directly to Originator or any Affiliate of Originator, Originator           will remit
(or will cause all such payments to be remitted) directly to the           Lockbox
Account Bank or the Collection Account Bank for deposit into the Lockbox
          Account or the Collection Account within two (2) Business Days following
receipt           thereof and, at all times prior to such remittance, Originator will
itself hold           or, if applicable, will cause such payments to be held in trust for
the           exclusive benefit of Buyer and its assigns. Originator will not grant the
right           to take control of the Lockbox, the Lockbox Account or Collection Account
at a           future time or upon the occurrence of a future event to any Person, except
to           Buyer (or its assigns) as contemplated by this Agreement, the Purchase and
Sale           Agreement, the Purchase Agreement, the Lockbox Account Agreement and the
          Intercreditor Agreement. The Originator hereby grants the Buyer (and its
          assigns) the right to deliver a “Notice” at any time to the
Collateral           Agent pursuant to the terms of the Intercreditor Agreement.
Originator will           instruct all Obligors of Qualified Receivables to pay all
Collections with           respect thereto directly to the Lockbox, the Lockbox Account
or the Collection           Account.  




        (j)    Taxes.
Originator will file all tax returns and reports required by law           to be filed by
it and promptly pay all taxes and governmental charges at any           time owing,
except where such taxes are being contested in good faith and in           respect of
which Originator shall have established adequate reserves and no           enforcement
proceeding has been commenced.  




16 










        (k)    Accounting.
Originator will account for the transactions contemplated by           this Agreement in
its financial statements in a manner that is consistent with           the parties’ characterization
of such transactions as true sales as           described in Section 1.01(c).  




        SECTION
4.02. Negative Covenants of Originator. Until the date on which this Agreement
terminates in accordance with its terms, Originator hereby covenants that:  




        (a)    Name
Change, Offices and Records. Originator will not make any change to           its
name (within the meaning of Section 9-507(c) of any applicable enactment of           the
UCC), identity, or jurisdiction of organization, unless (i) at least           forty-five
(45) days prior to the effective date of any such change, Originator           provides
written notice thereof to Buyer, GFII and the Agent, (ii) at least ten           (10)
days prior to such effective date, delivers to Buyer, GFII and the Agent           such
financing statements (Forms UCC-1 and UCC-3) which Buyer, GFII or the Agent           may
reasonably request to reflect such change, together with such other           documents
and instruments that Buyer, GFII or the Agent may reasonably request           in
connection therewith, (iii) at least ten (10) days prior to such effective
          date, has taken all other steps to ensure that Buyer, GFII and the Agent, for
          the benefit of itself and the Purchasers, continue to have a first priority
          perfected ownership in the Qualified Receivables, the Related Security related
          thereto and any Collections thereon and (iv) in the case of any change in its
          jurisdiction of organization, if requested by Buyer, GFII or Agent, the Buyer,
          GFII and Agent shall have received, prior to such change, an opinion of
counsel,           in form and substance reasonably satisfactory to Buyer, GFII and the
Agent, as           to such incorporation and Originator’s valid existence and good
standing           and the perfection and preservation of priority of Buyer’s and
GFII’s           ownership interest in, and the Agent’s ownership or security
interest in,           the Qualified Receivables, the Related Security and Collections.  




        (b)    Change
in Payment Instructions to Obligors. Originator will not terminate           any bank
as the Lockbox Account Bank, or make any change in the instructions to           Obligors
regarding payments to be made to the Lockbox, the Lockbox Account or           the
Collection Account, unless Buyer (and its assigns) 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) (A) in the case of a
new           Collection Account, an executed Collection Account Agreement with respect
to the           new Collection Account or (B) in the case of a new Lockbox or Lockbox
Account,           an executed Lockbox Account Agreement with respect to the new Lockbox
Account or           Lockbox.  




        (c)    Modifications
to Contracts and Credit and Collection Policy. Originator           will not make any
change to the Credit and Collection Policy that could decrease           the credit
quality of any newly created Qualified Receivables. Except as           otherwise
permitted in its capacity as Servicer pursuant to Article VIII          of the
Purchase Agreement, Originator will not extend, amend or otherwise modify           the
terms of any Qualified Receivable or any Contract related thereto.  




17 











        (d)    Sales,
Liens. Originator will 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 Qualified
          Receivable, Related Security or Collections on any Qualified Receivable, or
upon           or with respect to any Contract under which any Qualified Receivable
arises, or           the Lockbox, Lockbox Account or Collection Account, or assign any
right to           receive income with respect thereto (other than, in each case, the
creation of           the interests therein in favor of Buyer provided for herein or in
the case of           the Lockbox and the Lockbox Account, in favor of third parties and
the           Collateral Agent in respect of the Lockbox and Lockbox Account as
contemplated           in the Intercreditor Agreement and the Lockbox Account Agreement),
and           Originator will defend the right, title and interest of Buyer in, to and
under           any of the foregoing property (other than the Lockbox and Lockbox Account
as           provided in the Intercreditor Agreement), against all claims of third
parties           claiming through or under Originator. Originator shall not create or
suffer to           exist any mortgage, pledge, security interest, encumbrance, lien,
charge or           other similar arrangement on any of its inventory, unless the holder
of such           Adverse Claim has provided a release or otherwise disclaimed any
interest in the           Qualified Receivables, Related Security and Collections thereon
to the           satisfaction of the Buyer and its assigns.  




        (e)    No
Adverse Selection. To the extent that Originator has retained           Receivables
that would be Eligible Receivables if transferred but which have not           been
transferred to Buyer hereunder, Originator will not select those           Receivables to
be transferred hereunder in any manner that materially adversely           affects Buyer.  




        (f)    Accounting
for Purchase. Originator will not, and will not permit any           Affiliate to,
account for or treat (whether in financial statements or           otherwise) the
transactions contemplated hereby in any manner other than the           sale of the
Qualified Receivables and the Related Security by Originator to           Buyer or in any
other respect account for or treat the transactions contemplated           hereby in any
manner other than as a sale of the Qualified Receivables and the           Related
Security by Originator to Buyer except to the extent that such           transactions are
not recognized as sales in accordance with GAAP.  




ARTICLE V 
TERMINATION
EVENTS  



        SECTION
5.01.     Termination  Events.  The occurrence of any one or more of the following
 events shall constitute a Termination Event: 




        (a)              Originator
shall fail to pay or remit any amount to be paid or remitted by it           under any
Transaction Document to which it is a party when due and such failure           shall
continue for more than two (2) Business Days.  




        (b)              Originator
shall fail to observe or perform (i) any covenant set forth in Section 4.01(b)(i),
(b)(iv), (g) or (i) or Section 4.02 or           of any provision in
any Transaction Document dealing with the use, disposition           or remittance of the
proceeds of Collections or instructions to Obligors of the           Qualified
Receivables or (ii) any other provision hereof or of any other           Transaction
Document which is not remedied within ten (10) Business Days after           the earlier
of (i) the date on which such failure shall first become known to           any officer
of Originator or (ii) written notice thereof is given to Originator           by the
Buyer (or any of its assigns).  




        (c)              Any
representation or warranty made by Originator herein or in any other
          Transaction Document or in any certificate or report furnished to the Buyer or
          any of its assigns pursuant hereto or thereto or in connection with any
          transaction contemplated hereby or thereby proves untrue in any material
respect           as of the date of the issuance or making or deemed making thereof
(unless, in           the case of any breach of representation or warranty that results
in a Purchase           Price Credit hereunder, such breach has been cured in accordance
with Section           1.03 hereof).  




18 










        (d)              Any
of the following:  




	 	        (A)                      The
failure of the Originator to pay any Indebtedness when due or within any
               applicable grace period which Indebtedness individually or in the
aggregate                exceeds $1,000,000 (“Material Indebtedness”);  







	 	        (B)                      The
default by the Originator in the performance of any term, provision or
               condition contained in any agreement (other than a Transaction Document)
under                which any Material Indebtedness was created or is governed, the
effect of which                is to cause, or to permit the holder or holders of
Material Indebtedness to                cause Material Indebtedness to become due prior
to its stated maturity; or any                Material Indebtedness 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; or  







	 	        (C)                      Any
event of default (or similar event) under or in connection with the Credit
               Agreement.  







        (e)              (i)
Originator 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 Originator or any of its
          Subsidiaries 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 and such proceeding or
          appointment continues undischarged or such proceeding or appointment continues
          undismissed or unstayed for a period of 60 days or (ii) Originator or any of
its           Subsidiaries shall take any corporate action to authorize or ratify any of
the           actions set forth in the foregoing clause (i) of this subsection (e).  




        (f)              A
Change of Control shall occur.  




        (g)              One
or more final judgments for the payment of money in an amount in excess of
          $5,000,000, individually or in the aggregate, shall be entered against the
          Originator on claims not covered by insurance or as to which the insurance
          carrier has denied its responsibility, and such judgment shall continue
          unsatisfied and in effect for thirty (30) consecutive days without a stay of
          execution.  




        SECTION
5.02.     Remedies. 




19 










        (a)              Upon
the occurrence and during the continuation of a Termination Event, Buyer           may
take any of the following actions: (i) 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 Originator; provided, however, that upon the occurrence of
          Termination Event described in Section 5.01(e), or of an actual or
deemed           entry of an order for relief with respect to Originator 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           Originator and (ii) to the fullest extent permitted by
applicable law, declare           that any amounts then due and owing by Buyer to
Originator shall bear interest           at the rate per annum specified in clause (ii)
of the definition of           “Default Fee”. The aforementioned rights and
remedies shall be in           addition to all other rights and remedies of Buyer and its
assigns 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.  




        (b)              On
any date on which a sale of Qualified Receivables is proposed to be made and
          Buyer is unable to pay the Purchase Price therefor, Originator may suspend its
          performance and await Buyer’s ability to perform, or by written notice,
          declare the Termination Date to have occurred.  




ARTICLE VI
 
INDEMNIFICATION  



        SECTION
6.01. Indemnities by Originator. Without limiting any other rights that Buyer may
have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and
its assigns, officers, directors, agents and employees (each an “Indemnified Party”)
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 Buyer) 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 Buyer of an interest in the Qualified
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 constitutes recourse for or otherwise           includes
losses in respect of Qualified Receivables that are uncollectible on           account of
the insolvency, bankruptcy, lack of creditworthiness, or other           failure (without
cause or justification), or inability to perform its           obligations on the part of
the related Obligor; or  







	 	        (iii)              (A)
taxes imposed by the jurisdiction in which such Indemnified Party’s
          jurisdiction of organization, operation or management and control, on or
          measured by the overall net income or revenues of such Indemnified Party to the
          extent that the amount of or computation of such taxes is consistent with the
          Intended Characterization, (B) any withholding tax imposed on the payments to
          any Indemnified Party to the extent such taxes that the amount of or
computation           of such taxes is consistent with the Intended Characterization, and
(C) any tax           that would not have been imposed but for the delay or failure by
such           Indemnified Party (following a written request by the Originator, except
that           this Agreement shall constitute an initial written request by the
Originator) in           providing to the Seller U.S. IRS Form W-8BEN, W-8IMY, W-8ECI or
W-8EXP           (whichever is applicable) that is required to be provided by such
Indemnified           Party to avoid or reduce such taxes;  








20 









provided, however, that
nothing contained in this sentence shall limit the liability of Originator or limit the
recourse of Buyer to Originator in respect of any amounts otherwise specifically provided
to be paid by Originator under the terms of this Agreement. Without limiting the
generality of the foregoing indemnification, but subject to the limitations in clauses
(i), (ii) and (iii) above, Originator shall indemnify the Indemnified Parties for
Indemnified Amounts relating to or resulting from: 



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







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







	 	        (iii)              any
failure of 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 or similar claim arising out of or in connection with
          merchandise, insurance or services that are the subject of any Contract or any
          Qualified Receivable;  







	 	        (v)              any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
          Obligor) of the Obligor to the payment of any Qualified Receivable (including,
          without limitation, a defense based on such Qualified 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 Qualified
          Receivable or the furnishing or failure to furnish such merchandise or
services;  







	 	        (vi)              the
commingling of Collections of Qualified 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 the Purchase, the ownership of the Qualified
          Receivables or any other investigation, litigation or proceeding relating to
          Originator in which any Indemnified Party becomes involved as a result of any
of           the transactions contemplated hereby;  








21 









	 	        (viii)              any
inability to litigate any claim against any Obligor in respect of any           Qualified
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
Termination Event described in Section 5.01(e);  







	 	        (x)              any
failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal
          and equitable title to, and ownership of, the Qualified Receivables, the
Related           Security and the Collections, free and clear of any Adverse Claim;  







	 	        (xi)              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 Qualified Receivable, the Related
          Security and Collections with respect thereto, and the proceeds of any thereof,
          whether at the time of the Purchase or at any subsequent time;  







	 	        (xii)              any
action improperly taken, any omission of any action required to be taken, or
          any other action elected to be taken by Originator which reduces or impairs the
          rights of the Buyer (or any of its assigns) with respect to any Qualified
          Receivable or the value of any such Qualified Receivable;  







	 	        (xiii)              any
attempt by any Person (other than the Arranger, the Agent or any Purchaser)           to
void the Purchase hereunder under statutory provisions or common law or
          equitable action; and  







	 	        (xiv)              the
failure of the Originator to provide the original Receivable File for each
          Qualified Receivable to the Servicer.  







        SECTION
6.02. Other Costs and Expenses. Originator shall pay to Buyer on demand all 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. Originator shall pay to Buyer on demand any and all
costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in
connection with the enforcement of this Agreement and the other documents (including any
amendments hereto or thereto) delivered hereunder and in connection with any
restructuring or workout of this Agreement or such documents, or the administration of
this Agreement following a Termination Event.  





22 









ARTICLE VII
 
MISCELLANEOUS  



        SECTION
7.01.     Waivers and Amendments. 




        (a)              No
failure or delay on the part of Buyer (or its assigns) 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 signed by Originator and Buyer and, (i) to the extent
required           under the Purchase and Sale Agreement, the GFII and (ii) to the extent
required           under the Purchase Agreement, the Agent and the Financial Institutions
or the           Required Financial Institutions.  




        SECTION
7.02. 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 7.02.  




        SECTION
7.03.     Protection of Ownership Interests of Buyer. 




        (a)              Originator
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 desirable, or that Buyer (or its assigns) may request, to           perfect,
protect or more fully evidence the interests of Buyer in the Qualified
          Receivables, the Related Security, the Collections, the Lockbox and the Lockbox
          Account, or to enable Buyer (or its assigns) to exercise and enforce their
          rights and remedies hereunder. At any time, Buyer (or its assigns) may, at
          Originator’s sole cost and expense, direct Originator to notify the
          Obligors of Qualified Receivables of the ownership interests of Buyer under
this           Agreement and may also direct that payments of all amounts due or that
become           due under any or all Qualified Receivables be made directly to Buyer or
its           designee.  




        (b)              If
Originator fails to perform any of its obligations hereunder, Buyer (or its
          assigns) may (but shall not be required to) perform, or cause performance of,
          such obligation, and Buyer’s (or such assigns’) costs and expenses
          incurred in connection therewith shall be payable by Originator as provided in
Section 6.02. Originator irrevocably authorizes Buyer (and its assigns)
          at any time and from time to time in the sole discretion of Buyer (or its
          assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to
          act on behalf of Originator (i) to execute on behalf of Originator as debtor
and           to file financing statements and amendments thereto necessary or desirable
in           Buyer’s (or its assigns’) sole discretion to perfect and to
maintain           the perfection and priority of the interest of Buyer in the Qualified
          Receivables, Related Security and Collections and (ii) to file a carbon,
          photographic or other reproduction of this Agreement or any financing statement
          with respect to the Qualified Receivables as a financing statement in such
          offices as Buyer (or its assigns) in their sole discretion deem necessary or
          desirable to perfect and to maintain the perfection and priority of Buyer’s
          interests in the Qualified Receivables, Related Security and Collections. This
          appointment is coupled with an interest and is irrevocable.  




23 











        SECTION
7.04. Confidentiality. Each party hereto shall maintain and shall cause each of
its employees and officers to maintain the confidentiality of this Agreement and the
other confidential or proprietary information with respect to the other parties hereto
and their respective businesses obtained by it or them in connection with the
structuring, negotiating and execution of the transactions contemplated herein, except
that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other advisors
to the extent any such Person has a need to know such Information (it being understood
that the Persons to whom such disclosure is made will first be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority (including
any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party hereto, (e)  in
connection with the exercise of any remedies hereunder or under any other Transaction
Document or any suit, action or proceeding relating to this Agreement or any other
Transaction Document or the enforcement of rights hereunder or thereunder, (f) subject
to an agreement containing provisions substantially the same as those of this section, to
(A) any assignee of or participant in, or any prospective assignee of or participant
in, any of its rights or obligations under this Agreement or (B) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating
to any Gehl Entity and its obligations, (g) with the prior written consent of Gehl
(in the case of any Information relating to the business or operation of any Gehl Entity)
or the Agent (in the case of any Information relating to the Agent, the Company or the
other Purchasers or the commercial or pricing terms hereof), (h) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the parties hereto on a non-confidential
basis from a source other than a Gehl Entity or any of their directors, officers,
employees or agents, including accountants, legal counsel and other advisors, or (i) by
the Agent, the Company or the Arranger to any rating agency, Commercial Paper dealer or
provider of a surety, guaranty or credit or liquidity enhancement to Company and to any
officers, directors, employees, outside accountants and attorneys of any of the foregoing
(it being understood that the Persons to whom such disclosure is made will first be
informed of the confidential nature of such Information and instructed to keep such
Information confidential). For purposes of this Section, “Information” means
all information received from a Gehl Entity relating to a Gehl Entity or any of their
respective businesses, other than any such information that is available to the parties
hereto on a non-confidential basis prior to disclosure by a Gehl Entity, provided that,
in the case of information received from a Gehl Entity after the date hereof, such
information is clearly identified at the time of delivery as confidential.  




24 










        SECTION
7.05.     Bankruptcy Petition. 




        (a)              Originator
and Buyer each hereby covenants and agrees that, prior to the date           that is one
year and one day after the payment in full of all outstanding senior
          Indebtedness of Company, it will not institute against, or join any other
Person           in instituting against, Company 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)              Originator
hereby covenants and agrees that, prior to the date that is one year           and one
day after the payment in full of all outstanding senior Indebtedness of           Buyer,
it will not institute against, or join any other Person in instituting           against,
Buyer or GFII 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.  




        SECTION
7.06. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  




        SECTION
7.07. CONSENT TO JURISDICTION. ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON
EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN
NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND
ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING
HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST
ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR
AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE
BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.  




        SECTION
7.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE
RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.  




        SECTION
7.09.     Integration; Binding Effect; Survival of Terms. 





25 









        (a)              This
Agreement and each Transaction Document 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 terminated in accordance with its           terms; provided,
however, that the rights and remedies with           respect to (i) any breach of
any representation and warranty made by Originator           pursuant to Article II,
(ii) the indemnification and payment provisions           of Article VI, and Section
7.05 shall be continuing and shall           survive any termination of this
Agreement.  




        SECTION
7.10. 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.  




[signature page follows] 














26  










        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. 



		GEHL COMPANY, as Originator
	

 	By:  /s/ James J. Monnat
		Name:  James J. Monnat
		Title:  Treasurer
	
 	Address:  Gehl Company
		                  143 Water Street
		                  West Bend, WI 53095
	

 	GEHL RECEIVABLES II, LLC, as Buyer
	

 	By:  /s/ James J. Monnat
		Name:  James J. Monnat
		Title:  Treasurer
	
 	Address:  Gehl Receivables II, LLC
		                  143 Water Street
		                  West Bend, WI 53095


























Signature Page to
Receivables Sale Agreement 











Exhibit I 



Definitions 



        This
is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement
and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set
forth in this Exhibit I (such meanings to be equally applicable to the singular and
plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit,
Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I,
such term shall have the meaning assigned thereto in Exhibit I to the Purchase
Agreement. 



        “Agent”
has the meaning set forth in the Preliminary Statements to the Agreement. 



        “Agreement”
means this Receivables Sale Agreement, dated as of March 15, 2006, between Originator and
Buyer, as the same may be amended, restated, supplemented or otherwise modified from time
to time. 



        “Buyer”
has the meaning set forth in the preamble to the Agreement. 



        “Calculation
Period” means each calendar month or portion thereof which elapses during the
term of the Agreement. The first Calculation Period shall commence on the date of the
initial Purchase of Qualified Receivables hereunder and the final Calculation Period shall
terminate on the Termination Date. 



        “Collections”
means, with respect to any Receivable, all cash collections and other cash proceeds in
respect of such Receivable, including, without limitation, all yield, Finance Charges or
other related amounts accruing in respect thereof and all cash proceeds of Related
Security with respect to such Receivable. 



        “Company”
has the meaning set forth in the Preliminary Statements to the Agreement. 



        “Credit
and Collection Policy” means Originator’s credit and collection policies,
practices and procedures relating to Contracts and Receivables existing on the date hereof
and summarized in Exhibit V, as modified from time to time in accordance with the
Agreement. 



        “Discount
Factor” means a percentage calculated to provide Buyer with a reasonable return
on its investment in the Qualified Receivables after taking account of (i) the time value
of money based upon the anticipated dates of collection of the Qualified Receivables and
the cost to Buyer of financing its investment in the Qualified Receivables during such
period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree
from time to time to change the Discount Factor based on changes in one or more of the
items affecting the calculation thereof, provided that any change to the Discount
Factor shall take effect as of the commencement of a Calculation Period, shall apply only
prospectively and shall not affect the Purchase Price payment in respect of Purchase which
occurred during any Calculation Period ending prior to the Calculation Period during which
Originator and Buyer agree to make such change. 




1 









        “Existing
Receivable” has the meaning assigned to it in the Receivables Sale and Assignment
Agreement. 



        “Initial
Funding Date” means the date of the initial Incremental Purchase under the
Purchase Agreement. 



        “Intended
Characterization” means the characterization for income tax purposes described in
Section 13.14(e) of the Purchase Agreement. 



        “JPMorgan
Chase” has the meaning set forth in the preamble to the Agreement. 



        “Net
Value” means, as of any date of determination, an amount equal to the sum of (i)
the aggregate Outstanding Balance of the Pool Receivables at such time, minus (ii)
the sum of (A) the aggregate Capital outstanding at such time, plus (B) the
Enhancement Amount. 



        “Net
Worth” means as of the last Business Day of each Calculation Period preceding any
date of determination, the excess, if any, of (i) the value of Buyer’s equity
interest in Gehl Receivables II, LLC determined by calculation of the excess, if any, of
(a) the aggregate Outstanding Balance of the Pool Receivables at such time, over
(b) the sum of the aggregate Capital outstanding at such time, minus (ii) the
aggregate outstanding principal balance of the Subordinated Loan hereunder (including any
Subordinated Loan proposed to be made on the date of determination). 



        “Original
Balance” means, with respect to any Qualified Receivable, the Outstanding Balance
of such Qualified Receivable on the date it was purchased by Buyer. 



        “Originator”
has the meaning set forth in the preamble to the Agreement. 



        “Potential
Termination Event” means an event which, with the passage of time or the giving
of notice, or both, would constitute a Termination Event. 



        “Purchase”
means each purchase or contribution under the Agreement by Buyer from Originator of the
Qualified Receivables, the Related Security and the Collections related thereto, together
with all related rights in connection therewith. 



        “Purchase
Agreement” has the meaning set forth in the Preliminary Statements to the
Agreement. 



        “Purchase
and Sale Agreement” has the meaning set forth in the Preliminary Statements to
the Agreement. 



        “Purchase
Price” means, with respect to any Purchase on any date, the aggregate price to be
paid by Buyer to Originator for such Purchase in accordance with Section 1.02 of
the Agreement for the Qualified Receivables, Collections and Related Security being sold
to Buyer on such date, which price shall equal (i) the product of (x) the Original Balance
of such Qualified Receivables, multiplied by (y) one minus the Discount
Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the
Purchase Price otherwise payable in accordance with Section 1.03 of the Agreement. 




2 









        “Purchase
Price Credit” has the meaning set forth in Section 1.03 of the Agreement. 



        “Purchaser”
means Company or a Financial Institution, as applicable. 



        “GFII”
has the meaning set forth in the preamble to the Agreement. 



        “Qualified
Receivable” means Specified Receivable identified on the Schedule of Receivables
(other than any Specified Receivable identified to the Originator by the Servicer on or
before each Settlement Date occurring after the date that such Specified Receivable came
in to existence which, if transferred to the Buyer under this Agreement and to the GFII
pursuant to the Purchase and Sale Agreement, would not result in an increase in the Net
Receivables Balance on each such Settlement Date). 



        “Recharacterization”
has the meaning assigned to it in Section 1.06(a). 



        “Related
Security” means, with respect to any Qualified Receivable: 



	 	        (i)              all
of Originator’s interest in the Financed Equipment, the Dealer           Agreements
(to the extent related to a particular Qualified Receivable), the           Dealer
Recourse (to the extent related to a particular Qualified Receivable),           the
Receivables Insurance Policies and all other 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 Qualified Receivable,
whether           pursuant to the Contract related to such Qualified Receivable or
otherwise,           together with all financing statements and security agreements
describing any           collateral securing such Qualified Receivable,  







	 	        (iii)              all
guaranties, insurance, supporting obligations and other agreements or
          arrangements of whatever character from time to time supporting or securing
          payment of such Qualified Receivable whether pursuant to the Contract related
to           such Qualified Receivable or otherwise,  







	 	        (iv)              all
service contracts and other contracts and agreements associated with such
          Qualified Receivable,  







	 	        (v)              all
Records related to such Qualified Receivable, and  







	 	        (vi)              all
income or proceeds of any of the foregoing.  







        “Required
Capital Amount” means, as of any date of determination, the product of (i) 9.0%
and (ii) the Aggregate Capital on such date of determination. 




3 









        “Schedule
of Receivables” means the master schedule of all Pool Receivables which, as of
the Initial Funding Date, is attached hereto as Schedule A, as the same shall be
amended or supplemented on each date that any Qualified Receivables are transferred by
Originator to Buyer pursuant to this Agreement, which may be a single schedule for this
Agreement, the Receivables Purchase and Sale Agreement, the Receivables Sale and
Assignment Agreement and the Purchase Agreement. 



        “Settlement
Date” means, in any calendar week, the Friday of such week, or, if such Friday is
not a Business Day, the next succeeding Business Day. 



        “Specified
Receivable” means each Receivable that satisfies all of the criteria and
requirements set forth in the definition of “Eligible Receivable” set forth in
Exhibit I to the Purchase Agreement other than those criteria and requirements relating to
(i) the transfer of such Receivable pursuant to this Agreement or the Purchase and Sale
Agreement or (ii) any actions by, or qualifications of, the Buyer or the Existing Owner. 



        “Subordinated
Loan” has the meaning set forth in Section 1.02(a) of the Agreement. 



        “Subordinated Note”
means a promissory note in substantially the form of Exhibit VI hereto as more
fully described in Section 1.02 of the Agreement, as the same may be amended,
restated, supplemented or otherwise modified from time to time. 



        “Termination
Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the
Business Day immediately prior to the occurrence of a Termination Event set forth in
Section 5.01(e), (iii) the Business Day specified in a written notice from Buyer to
Originator following the occurrence of any other Termination Event, and (iv) the date
which is thirty Business Days after Buyer’s receipt of written notice from Originator
that it wishes to terminate the facility evidenced by this Agreement. 



        “Termination
Event” has the meaning set forth in Section 5.01 of the Agreement. 



        All
accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms 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. 














4 










Exhibit II 



Places of Business: 



	 	
143
Water Street
West Bend, WI 53095 






Locations of Records: 



	 	
143
Water Street
West Bend, WI 53095 






Federal Employer
Identification Number: 



	 	
39-0300430 






Corporate, Partnership
Trade and Assumed Names: 



	 	
Gehl
Finance 






















5 









Exhibit III 












Exhibit IV 



Form of Compliance
Certificate  



        This
Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement
dated as of March 15, 2006, between Gehl Company (“Originator”) and Gehl
Receivables II, LLC (the “Agreement”). Capitalized terms used and not
otherwise defined herein are used with the meanings attributed thereto in the Agreement. 



        THE
UNDERSIGNED HEREBY CERTIFIES THAT: 



        1.              I
am the duly elected ______________ of Originator.  




        2.              I
have reviewed the terms of the Agreement and I have made, or have caused to be
          made under my supervision, a detailed review of the transactions and conditions
          of Originator and its Subsidiaries during the accounting period covered by the
          attached financial statements.  




        3.              The
examinations described in paragraph 2 did not disclose, and I have no           knowledge
of, the existence of any condition or event which constitutes a           Termination
Event or a Potential Termination Event, as each such term is defined           under the
Agreement, during or at the end of the accounting period covered by           the
attached financial statements or as of the date of this Certificate, except           as
set forth below.  




        4.              Described
below are the exceptions, if any, to paragraph 3 by listing, in           detail, the
nature of the condition or event, the period during which it has           existed and
the action which Originator has taken, is taking, or proposes to           take with
respect to each such condition or event:  




        The
foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made
and delivered this ____day of ____________, ______. 




	 	
____________________________
                                                                       
       [Name]
















7 











Exhibit V 



Credit and Collection
Policy 



[attached] 




























8 










Exhibit VI 



Form of Subordinated
Note 



SUBORDINATED NOTE 



March 15, 2006 



        1.    Note.
FOR VALUE RECEIVED, the undersigned, Gehl Receivables II, LLC, a           Delaware
limited liability company (“SPV”), hereby           unconditionally
promises to pay to the order of Gehl Company, a Wisconsin           corporation (“Originator”),
in lawful money of the United           States of America and in immediately available
funds, on the date following the           Termination Date which is one year and one day
after the date on which (i) the           Outstanding Balance of all Receivables sold
under the “Sale Agreement”          referred to below has been reduced to zero
and (ii) Originator has paid to the           Buyer all indemnities, adjustments and
other amounts which may be owed           thereunder in connection with the Purchases
(the “Collection           Date”), the aggregate unpaid principal sum
outstanding of all           “Subordinated Loans” made from time to time by
Originator to SPV           pursuant to and in accordance with the terms of that certain
Receivables Sale           Agreement dated as of March 15, 2006 between Originator and
SPV (as amended,           restated, supplemented or otherwise modified from time to
time, the           “Sale Agreement”). Reference to Section 1.02 of
the Sale           Agreement is hereby made for a statement of the terms and conditions
under which           the loans evidenced hereby have been and will be made. All terms
which are           capitalized and used herein and which are not otherwise specifically
defined           herein shall have the meanings ascribed to such terms in the Sale
Agreement.  




        2.    Interest.
SPV further promises to pay interest on the outstanding unpaid           principal amount
hereof from the date hereof until payment in full hereof at a           rate equal to the
Prime Rate; provided, however, that if SPV shall           default in the
payment of any principal hereof, SPV promises to pay, on demand,           interest at
the rate of the Prime Rate plus 2.00% per annum on any such unpaid           amounts,
from the date such payment is due to the date of actual payment.           Interest shall
be payable on the first Business Day of each month in arrears; provided, however,
that SPV may elect on the date any interest           payment is due hereunder to defer
such payment and upon such election the amount           of interest due but unpaid on
such date shall constitute principal under this           Subordinated Note. The
outstanding principal of any loan made under this           Subordinated Note shall be
due and payable on the Collection Date and may be           repaid or prepaid at any time
without premium or penalty.  




        3.    Principal
Payments. Originator is authorized and directed by SPV to enter           on the grid
attached hereto, or, at its option, in its books and records, the           date and
amount of each loan made by it which is evidenced by this Subordinated           Note and
the amount of each payment of principal made by SPV, and absent           manifest error,
such entries shall constitute prima facie evidence of the           accuracy of the
information so entered; provided that neither the failure           of Originator
to make any such entry or any error therein shall expand, limit or           affect the
obligations of SPV hereunder.  





9 









        4.    Subordination.
The indebtedness evidenced by this Subordinated Note is           subordinated to the
prior payment in full of all of Gehl Funding II, LLC’s           (SPV’s
assignee) recourse obligations under that certain Receivables           Purchase
Agreement dated as of March 15, 2006 by and among Gehl Funding II, LLC,
          Originator, as Servicer, various “Purchasers” from time to time party
          thereto, and JPMorgan Chase Bank, N.A., as the “Agent” (as amended,
          restated, supplemented or otherwise modified from time to time, the
          “Purchase Agreement”). The subordination provisions contained
          herein are for the direct benefit of, and may be enforced by, Gehl Funding II,
          LLC, the Agent and the Purchasers and/or any of their respective assignees
          (collectively, the “Senior Claimants”) under the Purchase
          Agreement. Until the date on which all “Capital” outstanding under
the           Purchase Agreement has been repaid in full and all other obligations of
Gehl           Funding II, LLC and/or the Servicer thereunder and under the “Fee
          Letter” referenced therein (all such obligations, collectively, the
          “Senior Claim”) have been indefeasibly paid and satisfied in
          full, Originator shall not demand, accelerate, sue for, take, receive or accept
          from SPV, directly or indirectly, in cash or other property or by set off or
any           other manner (including, without limitation, from or by way of collateral)
any           payment or security of all or any of the indebtedness under this
Subordinated           Note or exercise any remedies or take any action or proceeding to
enforce the           same; provided, however, that (i) Originator hereby
agrees that it           will not institute against SPV any proceeding of the type
described in Section 5.01(e) of the Sale Agreement unless and until the Collection
          Date has occurred and (ii) nothing in this paragraph shall restrict SPV from
          paying, or Originator from requesting, any payments under this Subordinated
Note           so long as Gehl Funding II, LLC is not required under the Purchase
Agreement to           set aside for the benefit of, or otherwise pay over to, the funds
used for such           payments to any of the Senior Claimants and further provided that
the making of           such payment would not otherwise violate the terms and provisions
of the           Purchase Agreement. Should any payment, distribution or security or
proceeds           thereof be received by Originator in violation of the immediately
preceding           sentence, Originator agrees that such payment shall be segregated,
received and           held in trust for the benefit of, and deemed to be the property
of, and shall be           immediately paid over and delivered to the Agent for the
benefit of the Senior           Claimants.  




        5.    Bankruptcy;
Insolvency. Upon the occurrence of any proceeding of the type           described in
Section 5.01(e) of the Sale Agreement involving SPV as           debtor, then and
in any such event the Senior Claimants shall receive payment in           full of all
amounts due or to become due on or in respect of Capital and the           Senior Claim
(including “CP Costs” and “Yield” as defined           and as
accruing under the Purchase Agreement after the commencement of any such
          proceeding, whether or not any or all of such CP Costs or Yield is an allowable
          claim in any such proceeding) before Originator is entitled to receive payment
          on account of this Subordinated Note, and to that end, any payment or
          distribution of assets of SPV of any kind or character, whether in cash,
          securities or other property, in any applicable insolvency proceeding, which
          would otherwise be payable to or deliverable upon or with respect to any or all
          indebtedness under this Subordinated Note, is hereby assigned to and shall be
          paid or delivered by the Person making such payment or delivery (whether a
          trustee in bankruptcy, a receiver, custodian or liquidating trustee or
          otherwise) directly to the Agent for application to, or as collateral for the
          payment of, the Senior Claim until such Senior Claim shall have been paid in
          full and satisfied.  




        6.    Amendments.
This Subordinated Note shall not be amended or modified           except in accordance
with Section 7.01 of the Sale Agreement. The terms           of this Subordinated
Note may not be amended or otherwise modified without the           prior written consent
of Gehl Funding II, LLC and the Agent.  





10 









        7.    GOVERNING
LAW. THIS SUBORDINATED NOTE SHALL BE INTERPRETED AND THE RIGHTS           AND
LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND
          DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS
          SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
          VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE
SHALL           BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
          INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT
          INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF
THIS           SUBORDINATED NOTE.  




        8.    Waivers.
All parties hereto, whether as makers, endorsers, or otherwise,           severally waive
presentment for payment, demand, protest and notice of dishonor.           Originator
additionally expressly waives all notice of the acceptance by any           Senior
Claimant of the subordination and other provisions of this Subordinated           Note
and expressly waives reliance by any Senior Claimant upon the subordination           and
other provisions herein provided.  




        9.    Assignment.
This Subordinated Note may not be assigned, pledged or           otherwise transferred to
any party other than Originator without the prior           written consent of the Agent,
and any such attempted transfer shall be void.  





	 	
GEHL
RECEIVABLES II, LLC







	 	
By:_____________________________
                                                     
      Title:





















11 












Schedule 



to 



SUBORDINATED NOTE 



SUBORDINATED LOANS AND
PAYMENTS OF PRINCIPAL 



	Date	Amount of	Amount of	Unpaid	Notation made
		Subordinated	Principal	Principal	by
		Loan	Paid	Balance	
	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	

	
	
	
	
	






















12 










Schedule A 



Schedule of Receivables
as of the date of this Agreement  



(attached) 
































13