FIFTEENTH AMENDMENT
to
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT  






        This
FIFTEENTH AMENDMENT to AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of September 21, 2004, by and among GEHL
COMPANY, a Wisconsin corporation, GEHL POWER PRODUCTS, INC., a South Dakota corporation,
COMPACT EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation, HEDLUND-MARTIN, INC., a
Pennsylvania corporation (“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a
Minnesota corporation (herein, separately and collectively, “Borrower” or
“Gehl Company”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (formerly
Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA
INC. (formerly Deutsche Financial Services Canada Corporation) (herein, separately and
collectively, “Lender”). 



Recitals:  



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






	B. 	 Borrower
and Lender desire to amend the Loan Agreement and clarify certain
               agreements and understanding among them on the terms and conditions set
forth                herein 






Amendment  



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



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



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



3.       Amendments




           3.1.                            Maximum
Line of Credit.  The           lead-in to Section 2.1, Section 2.1(a) and
Section 2.1(b) are each hereby           deleted in their entirety and are restated as
follows:  





	 	
“2.1.
                            Credit Facility. In
consideration of Gehl Company’s performance of its                     obligations
and subject to Sections 3 and 4 of this Agreement, and subject to                     the
other terms and provisions of this Agreement, GECDF grants to Gehl Company
                    until the Maturity Date, an aggregate credit facility in the maximum
amount of                     $75,000,000, provided, however from and including the
period March 1 through and                     including July 15 of each calendar year
during the term of this Agreement, the                     amount referenced in this
sentence shall be $90,000,000, and provided further,                     however, for the
2004 calendar year, the foregoing period shall be March 1, 2004
                    through and including December 31, 2004 (the “Credit Facility”),
which                     shall be available in the form as follows:  



















	 	
(a)
                            Maximum Line of Credit.
In consideration of Gehl Company’s performance                     of its
Obligations and subject to Sections 3 and 4 hereof and the other terms
                    and provisions of this Agreement, GECDF grants to Gehl Company, until
the                     Maturity Date, a line of credit of $75,000,000 which shall
include the                     outstanding loans and advances under the Canadian Line,
provided, however from                     and including the period March 1 through and
including July 15 of each calendar                     year during the term of this
Agreement, the amount referenced in this sentence                     shall be
$90,000,000, and provided further, however, for the 2004 calendar year,
                    the foregoing period shall be March 1, 2004 through and including
December 31,                     2004 (the “U.S. Line”). The U.S. Line shall be
subject to the                     limitations contained in this Agreement. GECDF shall
make available to Gehl                     Company a sub-limit from the U.S. Line of a
fluctuating amount of Canadian                     Dollars which, from day-to-day, shall
equal, based on the daily noon spot                     exchange rate of the Royal Bank
of Canada, or any successor thereto (the                     “Exchange Rate”)
$5,500,000 (the “Canadian Line”) for the                     period commencing
on the execution of this Agreement until the Maturity Date                     which
shall be subject to the limitations in Section 3.2 with respect Eligible
                    Accounts payable in Canadian Dollars and Net Accounts payable in
Canadian                     Dollars. The U.S. Line of Credit, with the sub-limit of the
Canadian Line, are                     collectively called the “Maximum Line of
Credit”; loans under the U.S.                     Line are called “U.S. Loans;" and
loans under the Canadian Line are                     called “Canadian Loans.” U.S.
Loans shall be repayable only in United                     States Dollars; and Canadian
Loans shall be repayable only in Canadian Dollars.                     Gehl Company
agrees that for purposes of determining loan availability and
                    over-advance positions, all outstanding Canadian Loans shall be
valued daily at                     the then-current Exchange Rate (by way of example
only: if on January 1, Gehl                     Company borrowed $CN7,500,000 which at
the time was equivalent to $5,500,000,                     and on January 3, the Exchange
Rate changed such that $CN7,500,000 was then                     valued at $6,000,000,
Gehl Company will be deemed over-advanced by $500,000).                     Any
over-advance will be immediately repayable by Gehl Company upon demand by
                    GECDF. In determining credit available at any given time for U.S.
Loans pursuant                     to the provisions of Section 3.2 or 4.2 or Canadian
Loans pursuant to the                     provisions of Section 3.2, Canadian Loans may
be made only with respect to                     Eligible Accounts arising from sales
payable in Canadian Dollars; and U.S. Loans                     may be made only with
respect to Eligible Accounts, including, but not limited                     to, Eligible
Retail Chattel Paper arising from sales payable in United States
                    Dollars and Eligible Inventory. Gehl Company agrees that all reports,
agings,                     records and other information provided by it pursuant to this
Agreement,                     including, without limitation, those provided pursuant to
Section 3.1, shall be                     in form and detail reasonably satisfactory to
GECDF and separately identify Gehl                     Company’s Accounts payable in
Canadian Dollars from those Accounts payable                     in United States
Dollars. All references in this Agreement to                     “Dollars” or
“$” means United States Dollars; all references                     in this
Agreement to “$CN” or “Canadian Dollars” means
                    Dollars of Canada.  






	 	
(b)
                            Supplement Line of Credit.
GECDF shall make available to Gehl Company a                     Supplemental Line of
Credit as a sublimit of the U.S. Line in an amount not to                     exceed
$25,000,000 of the U.S. Line, which such Supplemental Line of Credit is
                    also subject to the limitations contained in Section 4.2.” 






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









2 












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



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



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



8.       Customer
Identification — USA Patriot Act Notice.  GECDF           hereby
notifies the Borrowers that, pursuant to the requirements of the USA           Patriot
Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (as           amended
from time to time (including any successor statute) and together with           all rules
promulgated thereunder, collectively, the “Act”), it is           required to
obtain, verify and record information that identifies the Borrowers,           which
information includes the name and address of the Borrowers and other
          information that will allow GECDF and each Lender to identify the Borrowers in
          accordance with the Act.  



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



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



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



12.     Notice—Oral
Commitments Not Enforceable.  The following           notice is given
pursuant to Section 432.045 of the Missouri Revised Statutes;           nothing contained
in such notice shall be deemed to limit or modify the terms of           the Loan
Documents:  









3 












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






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



        13.     Statutory
Notice-Insurance.  The following notice is given           pursuant to
Section 427.120 of the Missouri Revised Statutes; nothing contained           in such
notice shall be deemed to limit or modify the terms of the Loan           Documents:  





	 	
UNLESS
YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT WITH US, WE MAY
PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN YOUR COLLATERAL.
THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE
PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS MADE AGAINST YOU
IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER CANCEL ANY INSURANCE PURCHASED BY
US, BUT ONLY AFTER PROVIDING EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED
BY OUR AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL BE RESPONSIBLE
FOR THE COSTS OF THAT INSURANCE, INCLUDING THE INSURANCE PREMIUM, INTEREST AND ANY
OTHER CHARGES WE MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE,
UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE
COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR
OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE
ABLE TO OBTAIN ON YOUR OWN. 








[signature pages
follow] 












4 
















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






	GEHL COMPANY


	
	By:   	/s/ M. J. Mulcahy 
	
	Name:   	M. J. Mulcahy 
	
	Title:   	Vice President & Secretary 
	










	GEHL POWER PRODUCTS, INC.


	
	By:   	/s/ M. J. Mulcahy 
	
	Name:   	M. J. Mulcahy 
	
	Title:   	Vice President & Secretary 
	








	COMPACT EQUIPMENT ATTACHMENTS INC.


	
	By:   	/s/ M. J. Mulcahy 
	
	Name:   	M. J. Mulcahy 
	
	Title:   	Vice President & Secretary 
	








	HEDLUND-MARTIN, INC.


	
	By:   	/s/ M. J. Mulcahy 
	
	Name:   	M. J. Mulcahy 
	
	Title:   	Vice President & Secretary 
	










	MUSTANG MANUFACTURING COMPANY, INC.


	
	By:   	/s/ M. J. Mulcahy 
	
	Name:   	M. J. Mulcahy 
	
	Title:   	Vice President & Secretary 
	











5 






	GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION


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








	GE COMMERCIAL DISTRIBUTION FINANCE CANADA INC.


	
	By:   	/s/ Graham McAusland 
	
	Name:   	Graham McAusland 
	
	Title:   	Credit Manager 
	





























6