SIXTEENTH AMENDMENT TO
AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT  



        This
SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of December 31, 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 (successor in interest
to Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA
INC. (successor in interest to Deutsche Financial Services Canada Corporation) (herein,
separately and collectively, “Lender”). 



RECITALS 



        A.                 Borrower
and Lender (or their respective predecessors in interest) are parties           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 and agree 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, any of the Other
          Agreements or 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 written above if this
          Amendment has been duly executed by all parties hereto. 



     3.    
          Amendments to Loan Agreement.   



        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 period March 1, 2004 through and including February
28, 2005,                     the amount referenced in this sentence shall be $90,000,000
(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 period March 1,
                    2004 through and including February 28, 2005, the amount referenced
in this                     sentence shall be $90,000,000 (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. 




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     5.    
          Representations and Warranties.  Each Borrower hereby
          represents and warrants to Lender as of the date hereof that: (i) this Amendment
          has been duly authorized by such Borrower’s Board of Directors pursuant to
          authority duly granted by such Borrower’s Board of Directors; (ii) no
          consents are necessary from any third parties for such 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 interest of Lender securing all of the Obligations under the Loan
          Agreement 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.    
          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. 



     8.    
          Governing Law.  This Amendment has been executed and
          delivered in St. Louis 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. 



     9.    
          Section Titles.  The section titles of 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. 



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     12.    
          Statutory 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 will be deemed to limit or modify the terms of the Loan Agreement and the
          Other Agreements or this Amendment: 



	 	
ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT
ENFORCEABLE 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
          Other Agreements: 



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} 












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




GEHL COMPANY 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler

Title: Vice President and Chief Financial Officer 




GEHL POWER PRODUCTS, INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler

Title: Vice President and Treasurer 




COMPACT EQUIPMENT ATTACHMENTS INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler

Title: Vice President and Treasurer 




HEDLUND-MARTIN, INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler

Title: Vice President and Treasurer 




MUSTANG MANUFACTURING COMPANY, INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler

Title: Vice President and Treasurer 





GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION 



By: /s/ J. Kineknon

Name: J. Kineknon

Title: Vice President 




GE COMMERCIAL DISTRIBUTION FINANCE
CANADA INC. 



By: /s/ Charley Morrison

Name: Charley Morrison

Title: Risk Leader 




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