EXECUTION 







NOTE PURCHASE AGREEMENT 



(VARIABLE FUNDING NOTE) 



dated as of February
24, 2005, 



among 



GEHL FUNDING LLC, 
as Issuer, 



GEHL COMPANY, 
as Servicer, 



UBS REAL ESTATE
SECURITIES INC., 
as Note Purchaser 
















TABLE OF CONTENTS







			Page
	
ARTICLE I	DEFINITIONS	3 
	
         Section 1.01	    Definitions	3 
	
ARTICLE II	PURCHASE AND SALE OF THE NOTE	3 
	
         Section 2.01	    The Initial Note Purchase	3 
	         Section 2.02	    Advances	3 
	         Section 2.03	    Advance Procedures	3 
	         Section 2.04	    The Note	4 
	         Section 2.05	    Commitment Term	4 
	
ARTICLE III	INTEREST AND FEES	4 
	
         Section 3.01	    Interest	4 
	         Section 3.02	    Fees	4 
	         Section 3.03	    Increased Costs, etc	5 
	         Section 3.04	    Increased Capital Costs	5 
	         Section 3.05	    Taxes	6 
	
ARTICLE IV	OTHER PAYMENT TERMS	7 
	
         Section 4.01	    Time and Method of Payment	7 
	
ARTICLE V	REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS	7 
	
         Section 5.01	    The Issuer	7 
	         Section 5.02	    Servicer	10 
	         Section 5.03	    Note Purchaser	13 
	
ARTICLE VI	CONDITIONS	14 
	
         Section 6.01	    Conditions to Note Purchase and Initial Advance	14 
	         Section 6.02	    Conditions to Subsequent Advances	17 
	
ARTICLE VII	COVENANTS	19 
	
         Section 7.01	    Affirmative Covenants	19 
	         Section 7.02	    Negative Covenants	20 
	         Section 7.03	    Annual Deliveries	21 
	
ARTICLE VIII	MISCELLANEOUS PROVISIONS	22 
	
         Section 8.01	    Amendments	22 
	         Section 8.02	    No Waiver; Remedies	22 
	         Section 8.03	    Binding on Successors and Assigns	22 
	         Section 8.04	    Survival of Agreement	23 
	         Section 8.05	    Payment of Costs and Expenses; Indemnification	23 
	         Section 8.06	    Characterization as Basic Document; Entire Agreement	25 
	         Section 8.07	    Due Diligence	25 
	         Section 8.08	    Notices	26 
	         Section 8.09	    Severability of Provisions	26 
	         Section 8.10	    Tax Characterization	26 
	         Section 8.11	    Limited Recourse	26 
	         Section 8.12	    Nonpetition Covenants	27 




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TABLE OF CONTENTS
(continued)







			Page
	 	 	  
	         Section 8.13	    GOVERNING LAW	27 
	         Section 8.14	    JURISDICTION	27 
	         Section 8.15	    WAIVER OF JURY TRIAL	27 
	         Section 8.16	    Process Agent	28 
	         Section 8.17	    Counterparts	28 
	         Section 8.18	    Waiver of Set-Off	28 
	         Section 8.19	    Servicer References	28 






























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EXHIBITS 


	Exhibit A	-	Form of Borrowing Base Certificate
	Exhibit B	-	Form of Advance Request













NOTE PURCHASE AGREEMENT 



        THIS
NOTE PURCHASE AGREEMENT, dated as of February 24, 2005 (as amended, supplemented, restated
or otherwise modified from time to time in accordance with the terms hereof, this
“Agreement”), is made among GEHL FUNDING LLC, a Delaware limited
liability company (“the Issuer”), GEHL COMPANY, a Wisconsin corporation
(“Gehl” or the “Servicer”), and UBS REAL ESTATE
SECURITIES INC., a Delaware corporation, as Note Purchaser (in such capacity, together
with any successors in such capacity, the “Note Purchaser”). 



BACKGROUND 



        1.                 Contemporaneously
with the execution and delivery of this Agreement, the Issuer,           the Note
Purchaser and JPMorgan Chase Bank, National Association, a national           banking
association, as trustee (together with its successors in trust           thereunder as
provided in the Indenture referred to below, the           “Trustee”),
are entering into the Indenture, of even date           herewith (as the same may be
amended, supplemented, restated or otherwise           modified from time to time in
accordance with the terms thereof, the           “Indenture”), pursuant
to which the Issuer will issue the           Variable Funding Note (the “Note”).  




        2.                 The
security for the Note will include retail installment sale contracts secured           by
the new and used agricultural and construction equipment financed thereby.           The
Collateral will be serviced by the Servicer. The Note will be secured by the
          Collateral, which will be pledged by the Issuer to the Trustee pursuant to the
          Indenture.  




        3.                 The
Issuer will acquire a pool of Receivables (the “Initial           Receivables”)
from Gehl Funding LLC, pursuant to a Sale and Servicing           Agreement, dated as
February 24, 2005 (such date, the “Initial Cutoff           Date” and
such agreement, the “Sale and Servicing           Agreement”), among the
Issuer, as purchaser, Gehl Receivables LLC, as           seller, Gehl, as the originator
and as servicer (in such capacities, the           “Originator” and the
“Servicer,”          respectively), the Trustee and Systems and Services
Technologies, Inc., as the           Backup Servicer and the Custodian. From time to time
prior to the Facility           Termination Date, the Seller will sell, and the Issuer
will purchase, pursuant           to the Sale and Servicing Agreement, additional pools
of Receivables (the           “Additional Receivables”), which
Additional Receivables will be           described in the schedules to one or more
Assignments to be delivered by the           Seller to the Issuer and dated as of the
Cutoff Date specified therein. Subject           to the terms and conditions of this
Agreement and the Indenture, the Receivables           and the Other Conveyed Property
purchased by the Issuer pursuant to the Sale and           Servicing Agreement shall be
pledged by the Issuer to the Trustee for the           benefit of the Note Purchaser
pursuant to the Indenture in consideration for           Advances (as defined below), to
be computed in accordance with the terms hereof.  




        4.                 The
Issuer wishes to issue the Note in favor of the Note Purchaser and obtain           the
agreement of the Note Purchaser to make advances from time to time (each, an
          “Advance”) to fund the purchase of Receivables and Other
          Conveyed Property by the Issuer, which Advances (including the Initial Advance)
          will at all times be evidenced by the Note. Subject to the terms and conditions
          of this Agreement, the Note Purchaser is willing to make Advances from time to
          time to fund purchases of Invested Amounts in an aggregate outstanding amount
up           to the Maximum Invested Amount until the commencement of the Amortization
          Period. Gehl has joined in this Agreement as Originator and Servicer to confirm
          certain representations, warranties and covenants made by it as Originator and
          Servicer for the benefit of the Note Purchaser.  




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ARTICLE I  
DEFINITIONS  



        SECTION
1.01     Definitions. Capitalized terms used but not defined herein (including the preamble
and the recitals hereto) shall have the meanings assigned to such terms in Annex A to the
Sale and Servicing Agreement.  




ARTICLE II  
PURCHASE
AND SALE OF THE NOTE  



        SECTION
2.01     The Initial Note Purchase. Subject to the terms and conditions herein and in the
other Basic Documents , and in reliance on the covenants, representations and agreements
set forth herein and therein, the Issuer shall issue and cause the Trustee to
authenticate and deliver the Note to the Note Purchaser, on the Closing Date. Such Note
shall be dated the Closing Date, registered in the name of the Note Purchaser and duly
authenticated in accordance with the provisions of the Indenture.  




        SECTION
2.02     Advances. Upon the Issuer’s request, delivered in accordance with the
provisions of Section 2.03, and the satisfaction of all conditions precedent thereto,
subject to the terms and conditions of this Agreement, the Indenture and the Sale and
Servicing Agreement, the Note Purchaser shall make Advances from time to time during the
Term; providedthat no Advance shall be required or permitted to be made on
any Funding Date if, after giving effect to such Advance, (a) the Invested Amount would
exceed the Maximum Invested Amount, (b) a Borrowing Base Deficiency exists or would
exist, or (c) conditions set forth in Section 6.01 and 6.02 hereof as applicable, have
not been satisfied. Subject to the terms of this Agreement and the Indenture, the
aggregate principal amount of the Advances outstanding will be increased or decreased
from time to time. The Issuer, not less than forty-five (45) days and not more then sixty
(60) days prior to each annual anniversary of the Closing Date, may advise the Note
Purchaser of its intent to reduce the Maximum Invested Amount on such anniversary date.
On the anniversary date following delivery of such notice, the Issuer shall make a
payment of principal on the Note in an amount equal to the amount indicated in the notice
and the Trustee shall reflect the corresponding reduction in the Maximum Invested Amount
and the corresponding reduction in the principal balance of the Note in its records in
accordance with the Indenture.  




        SECTION
2.03     Advance Procedures. Whenever the Issuer wishes the Note Purchaser to make an
Advance, the Issuer shall (or shall cause the Servicer to) notify the Note Purchaser by
written notice, with an electronic copy of such notice sent to the Note Purchaser,
substantially in the form of Exhibit B hereto (each such request, an “Advance
Request”), delivered to the Note Purchaser no later than two (2) Business Days
(or such shorter period as may be agreed to in writing by the Issuer and the Note
Purchaser) prior to the proposed Funding Date. Each such Advance Request shall be
irrevocable and shall in each case refer to this Agreement and specify the aggregate
amount of the requested Advance to be made on such date, which shall in no event be less
than $2,000,000 per Advance and such Advance shall not cause there to be more than two
(2) Advances in a calendar week. The Note Purchaser shall promptly thereafter (but in no
event later than 11:00 a.m. New York City time on the proposed Funding Date) notify the
Issuer whether the Note Purchaser has determined to make the requested Advance. On the
Funding Date, subject to the other conditions set forth herein and in other Basic
Documents, the Note Purchaser, with written notice to the Trustee, shall make available
to the Issuer the amount of such Advance by wire transfer in U.S. dollars of such amount,
in same day funds, to an account established by the Issuer ( the “Funding Account”)
no later than 4:00 p.m. (New York time) on the date of such Advance.  





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        SECTION
2.04     The Note. On each Funding Date and on each date that the amount of outstanding
Advances is reduced, a duly authorized officer, employee or agent of the Note Purchaser
shall make appropriate notations in its books and records of the amount of such Advance
and the amount of any reduction, as applicable. The Issuer hereby authorizes each duly
authorized officer, employee and agent of the Note Purchaser to make such notations on
the books and records as aforesaid in accordance with the terms of the Indenture and
every such notation made in accordance with the foregoing authority shall be prima
facie evidence of the accuracy of the information so recorded and shall be binding on
the Issuer absent manifest error; provided, however, that in the event of a
discrepancy between the books and records of the Note Purchaser and the records
maintained by the Trustee pursuant to the Indenture, such discrepancy shall be resolved
by the Note Purchaser and the Trustee.  




        SECTION
2.05     Commitment Term. The “Term” of the Commitment hereunder shall be for a
period commencing on the Closing Date and ending on the Facility Termination Date, or
such other date as the Note Purchaser and the Issuer may mutually agree to in writing.  




ARTICLE III  
INTEREST
AND FEES  



        SECTION
3.01     Interest. Each Advance funded or maintained by the Note Purchaser shall bear
interest at the Note Interest Rate during each Interest Period beginning from the Closing
Date (or the related Funding Date, as applicable) to, and including the date the Note is
paid in full.  




            (a)              Interest
on Advances shall be due and payable on each Payment Date in accordance           with
the provisions of the Indenture and the Sale and Servicing Agreement.  




            (b)              All
computations of interest at the Note Interest Rate shall be made on the           basis
of a year of 360 days and the actual number of days elapsed. Whenever any
          payment of interest or principal in respect of any Advance shall be due on a
day           other than a Business Day (or is extended by operation of law), such
payment           shall be made on the next succeeding Business Day (or on the first
Business Day           on which such extension by operation of law terminates) and such
extension of           time shall be included in the computation of the amount of
interest owed.  




        Section
3.02            Fees. 




            (a)              On
the Closing Date, the Issuer and the Servicer shall jointly and severally pay
          or cause to be paid to the Note Purchaser, a structuring fee in an amount equal
          to the sum of (i) the product of (x) 0.35% and (y) the Maximum Invested Amount,
          plus (ii) the Note Purchaser’s reasonable out-of-pocket expenses,
including           its legal fees, in accordance with, and subject to, Section 8.05.  




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            (b)              On
each Payment Date prior to the Facility Termination Date, the Issuer and the
          Servicer shall jointly and severally pay, or cause to be paid, to the Note
          Purchaser, a facility fee equal to (i) the product of (x) a fraction, the
          numerator of which is the actual number of days elapsed in the related Interest
          Period and the denominator of which is 360 and (y) 0.25% and (ii) the
difference           between (a) the Maximum Invested Amount and (b) the daily average
outstanding           Invested Amount (the “Unused Facility Fee”) during
the related           Interest Period.  




        SECTION
3.03     Increased Costs, etc. The Issuer agrees to reimburse the Note Purchaser for any
increase in the cost of, or any reduction in the amount of any sum receivable by the Note
Purchaser, including without limitation, any breakage fees or any reduction in the rate
of return on the Note Purchaser’s capital (i) incurred as a result of the Note
Purchaser making, continuing or maintaining (or committing to make, continue or maintain)
any Advances, or (ii) that arise in connection with any change in, or as a result of the
introduction, adoption, effectiveness, interpretation reinterpretation or phase-in, after
the date of this Agreement, of any law or regulation, directive, guideline, decision or
request (whether or not having the force of law) of any court, central bank, regulator or
other Governmental Authority (except for such changes with respect to increased capital
costs and taxes which are governed by Sections 3.04 and 3.05,
respectively). Each such demand shall be provided to the Issuer in writing and shall
state, in reasonable detail, the reasons therefor and the additional amount required (and
the calculation thereof) fully to compensate the Note Purchaser for such increased cost
or reduced amount or return. Such additional amounts shall be payable by the Issuer to
the Note Purchaser on the Payment Date immediately succeeding the delivery of such notice
to the Issuer. In the absence of manifest error, the information contained in such notice
shall be deemed correct and shall be conclusive and binding on the Issuer.  




        SECTION
3.04     Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation or reinterpretation or phase-in, after the date hereof, of
any law or regulation, directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other Governmental Authority
affects or would affect the amount of capital required or reasonably expected to be
maintained by the Note Purchaser or any Person controlling the Note Purchaser and the
Note Purchaser reasonably determines that the rate of return on its or such controlling
Person’s capital as a consequence of its commitment or the Advances made by the Note
Purchaser is reduced to a level below that which the Note Purchaser or such controlling
Person would have achieved but for the occurrence of any such circumstance, then, in any
such case after notice from time to time by the Note Purchaser to the Issuer, the Issuer
shall pay to the Note Purchaser such amounts as are sufficient to compensate the Note
Purchaser or such controlling Person for such reduction in rate of return. For avoidance
of doubt, any accounting interpretation issued after the date of this Agreement,
including, without limitation, Accounting Research Bulletin No. 41, or any other
interpretation of the Financial Accounting Standards Board (the “FASB”),
including FASB Interpretation No. 46: Consolidation of Variable Interest Entities, shall
constitute an adoption, interpretation, reinterpretation or phase-in. A statement of the
Note Purchaser as to any such additional amount or amounts (including calculations
thereof in reasonable detail), in the absence of manifest error, shall be conclusive and
binding on the Issuer; and provided, further, that the initial payment of
such increased amounts shall include payment for accrued amounts due under this Section
3.04 prior to such initial payment. In determining such additional amount, the Note
Purchaser may use any method of averaging and attribution that it shall reasonably deem
applicable so long as it applies such method to other similar transactions.  





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        SECTION
3.05     Taxes. All payments by the Issuer of principal and interest on, the Advances and all
other amounts payable hereunder and under the other Basic Documents (including fees)
shall be made free and clear of, and without deduction for, any present or future income,
excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other
charges of any nature whatsoever imposed by any taxing authority, but excluding in the
case of the Note Purchaser, taxes imposed on or measured by its overall net income,
overall receipts or overall assets and franchise taxes imposed on it by the jurisdiction
in which the Note Purchaser is organized or is operating or any political subdivision
thereof (such non-excluded items being called “Taxes”). In the event
that any withholding or deduction from any payment to be made by the Issuer or Servicer
hereunder or under the other Basic Documents, is required in respect of any Taxes
pursuant to any applicable law, rule or regulation, then the Issuer or Servicer as
applicable will:  




            (a)              pay
directly to the relevant authority the full amount required to be so           withheld
or deducted;  




            (b)              promptly
forward to the Note Purchaser or its agent an official receipt or other
          documentation evidencing such payment to such authority; and  




            (c)              pay
to the Note Purchaser or its agent such additional amount or amounts as is
          necessary to ensure that the net amount actually received by the Note Purchaser
          will equal the full amount the Note Purchaser would have received had no such
          withholding or deduction been required.  




        Moreover,
if any Taxes are directly asserted against the Note Purchaser with respect to any payment
received by the Note Purchaser or its agent or any tax of other liability incurred by the
beneficial owner of the holder of any Collateral pledged under the Indenture, the Note
Purchaser or such agent may pay such Taxes and the Issuer will promptly upon receipt of
prior written notice stating the amount of such Taxes pay such additional amounts
(including any penalties, interest or expenses) as is necessary in order that the net
amount received by such person after the payment of such Taxes (including any Taxes on
such additional amount) shall equal the amount the Note Purchaser would have received had
not such Taxes been asserted. The Note Purchaser shall make all reasonable efforts to
avoid the imposition of any Taxes which would give rise to an additional payment under
this Section 3.05. 



        If
the Issuer fails to pay any Taxes when due to the appropriate taxing authority or fails to
remit to Note Purchaser or its agent the required receipts or other required documentary
evidence, the Issuer, shall indemnify the Note Purchaser and its agent, if any, for any
incremental Taxes, interest or penalties that may become payable by the Note Purchaser or
its agent as a result of any such failure. For purposes of this Section 3.05,
a distribution hereunder by the agent for the Note Purchaser shall be deemed a payment by
the Issuer. 



        Upon
the request of the Issuer, the Note Purchaser, if it is organized under the laws of a
jurisdiction other than the United States, shall, prior to the initial due date of any
payments hereunder and to the extent permissible under then current law, execute and
deliver to the Issuer on or about the first scheduled payment date in each calendar year
thereafter, one or more (as the Issuer may reasonably request) United States Internal
Revenue Service Forms W-8ECI or Forms W-8BEN or such other forms or documents (or
successor forms or documents), appropriately completed, as may be applicable to establish
the extent, if any, to which a payment to the Note Purchaser is exempt from withholding or
deduction of Taxes. The Issuer shall not, however, be required to pay any increased amount
under this Section 3.05 to the Note Purchaser if the Note Purchaser fails to comply
with the requirements set forth in this paragraph. 




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ARTICLE IV  
OTHER
PAYMENT TERMS  



        SECTION
4.01     Time and Method of Payment. All amounts payable to the Note Purchaser hereunder or
with respect to the Note shall be made by wire transfer of immediately available funds in
Dollars not later than 5:00 p.m., New York City time, on the date due. Any funds received
after that time will be deemed to have been received on the next Business Day.  




ARTICLE V

REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS  



        SECTION
5.01     The Issuer. The Issuer, the Originator and the Servicer each represent and warrant
to the Note Purchaser that each of its representations and warranties in the Basic
Documents are true and correct, as of the date hereof, and each of the Issuer, Originator
and the Servicer covenants that the same will be true as of each Funding Date, as if made
on such Funding Date. The Issuer further represents and warrants and covenants to the
Note Purchaser that as of the date hereof, and as of each Funding Date that:  




            (a)              The
Issuer has been duly organized and is validly existing as a limited           liability
company in good standing under the laws of the State of Delaware, and           the
Issuer has full power and authority (limited liability company and other)
          necessary to offer, sell and deliver the Note and to own or hold its properties
          and to conduct its business as now conducted by it and to execute and deliver
          this Agreement and the other Basic Documents to which the Issuer is a party and
          to perform its obligations hereunder and thereunder and, with respect to the
          Issuer, to cause the Trustee to authorize and issue the Note from time to time
          as contemplated by this Agreement and the Indenture;  




            (b)              the
Basic Documents to which the Issuer is a party and the Note have been duly
          authorized and, as of the Closing Date, each will be duly executed and
delivered           by the Issuer, and each of the Basic Documents and the Note will, as
of the           Closing Date, constitute a valid, legal and binding obligation
enforceable           against the Issuer, in accordance with their respective terms,
subject to the           applicable bankruptcy, reorganization, insolvency, moratorium
and other similar           laws now or hereafter in effect affecting creditors’ rights
generally and           subject, as to enforceability, to general principles of equity
(regardless of           whether enforcement is pursuant to a proceeding in equity or at
law);  




            (c)              neither
the Issuer nor, to the best of the Issuer’s knowledge after due           inquiry,
anyone acting on the Issuer’s behalf, has offered, pledged, sold           or
otherwise disposed of the Note or any interest therein or solicited any offer
          to buy or accept a transfer, pledge or other disposition of the Note or any
          interest therein or otherwise approached or negotiated, with respect to the
Note           or any interest therein, with any person in any manner, or made any
general           solicitation by means of general advertising or in any other manner, or
taken           any other action, which would constitute a public distribution of the
Note under           the Securities Act, or which would render the disposition of the
Note in           violation of Section 5 of the Securities Act or any state securities
laws, or           require registration or qualification pursuant thereto or require
registration           of the Issuer under the Investment Company Act of 1940, as amended
(the           “Investment Company Act”), nor will the Issuer act, nor
has the           Issuer authorized or will it authorize any person to act, in such a
manner with           respect to the Note;  





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            (d)              the
execution and delivery of the Basic Documents to which the Issuer is a           party,
the Issuer’s delivery of the Note and the acceptance by the Note           Purchaser
of the Note will not involve any prohibited transaction within the           meaning of
the Employee Retirement Security Act of 1974, as amended, or Section           4975 of
the Internal Revenue Code of 1986, as amended;  




            (e)              the
Issuer is not required, and will not be required to register as an           “investment
company” under the Investment Company Act, and the Issuer           is not
controlled by an “investment company” as defined in the           Investment
Company Act;  




            (f)              the
Issuer is not in violation of its limited liability company agreement or in
          default under any agreement, indenture or instrument to which it is a party,
the           effect of which violation or default could reasonably be expected to have a
          material adverse effect on it, the Collateral or on any of the transactions
          contemplated hereby. Neither the issuance and sale of the Note, nor the
          execution, delivery and performance by the Issuer of this Agreement or any
Basic           Document to which it is a party, nor the consummation by the Issuer of
any of           the transactions contemplated hereby or by any Basic Document, nor
compliance by           the Issuer with the provisions hereof or thereof, does or will
conflict with or           result in a breach or violation of any term or provision of
(i) the certificate           of formation (or other document of similar import) or
limited liability company           agreement of the Issuer or conflict with, result in a
breach, violation or           acceleration of, or constitute a default under, the terms
of any indenture or           other agreement or instrument to which the Issuer is a
party or by which it is           bound or to which any of the properties of the Issuer
is subject, the effect of           which conflict, breach, violation, acceleration or
default could reasonably be           expected to have a material adverse effect on the
Collateral or on any of the           transactions contemplated hereby or (ii) any
statute, order or regulation           applicable to the Issuer of any court, legislative
or regulatory body,           administrative agency or governmental body having
jurisdiction over the Issuer,           the effect of which conflict, breach, violation
or default could reasonably be           expected to have a material adverse effect on
the Collateral, the Note or on any           of the transactions contemplated hereby. The
Issuer is not a party to, bound by           or in breach or violation of any indenture
or other agreement or instrument, or           subject to or in violation of any statute,
order or regulation of any court,           legislative or regulatory body,
administrative agency or governmental body           having jurisdiction over it that
materially and adversely affect, or could           reasonably be expected to materially
and adversely affect (i) the ability of the           Issuer to perform its obligations
under this Agreement or any other Basic           Document to which it is a party, (ii)
the business, operations, financial           condition, properties, assets or prospects
of the Issuer or (iii) the           enforceability or collectability of the Collateral
or the Note;  




            (g)              there
are no actions or proceedings against, or investigations of, the Issuer
          pending, or, to the knowledge of the Issuer after due inquiry, threatened,
          before any court, arbitrator, administrative agency or other tribunal (i)
          asserting the invalidity of this Agreement, any Basic Document or the Note,
(ii)           seeking to prevent the issuance of the Note or the consummation of any of
the           transactions contemplated by this Agreement or any Basic Document, (iii)
that,           if determined adversely to the Issuer, may reasonably be expected to
either           individually or in the aggregate, have an adverse affect on the
Collateral or on           the business, operations, financial condition, properties,
assets or prospects           of the Issuer or the validity or enforceability of, or the
performance by the           Issuer of its obligations under, this Agreement, any other
Basic Document or the           Note or (iv) that is if determined adversely to the
Issuer, could           reasonably be expected to adversely affect the federal income tax
attributes of           the Note;  





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            (h)              all
approvals, authorizations, consents, orders or other actions of any court,
          regulatory body, administrative agency, governmental body or arbitrator
required           to be made or obtained by the Issuer in connection with the execution
and           delivery of the Note or any Basic Document, the performance of the
transactions           contemplated by the Note or any Basic Document by the Issuer and
the fulfillment           of the terms hereof by the Issuer have been obtained;  




            (i)              immediately
prior to the pledge of the Initial Receivables on the Closing Date           by the
Issuer to the Trustee as contemplated by the Indenture, the Issuer (i)           had good
title to, and was the sole owner of, the Collateral purported to be           pledged by
it pursuant to the Indenture free and clear of any Lien and (ii) had           not
assigned to any person any of its right, title or interest in such           Collateral,
other than the security interest created by the Basic Documents and           no further
action, including the filing of any document (other than such           UCC’s, if
any, as will be timely filed), is required to establish and           perfect the
security interest of the Trustee in the Collateral in favor of the           Note
Purchaser against all third parties in any jurisdiction and all such           Collateral
is freely assignable to the Trustee for the benefit of the Note           Purchaser (or
if consent is necessary for such assignment, such consent has been           granted);  




            (j)              immediately
prior to each pledge of Additional Receivables on each Advance Date,           by the
Issuer to the Trustee as contemplated by the Indenture, the Issuer (i)           will
have good title to, and will be the sole owner of, each Additional           Receivable
and the other Collateral purported to be pledged by it pursuant to           the
Indenture free and clear of any Lien and (ii) will not have assigned to any
          person any of its right, title or interest in such Collateral, other than the
          security interest created by the Basic Documents, and no further action,
          including any filing of any document (other than such UCC’s, if any, as
          will be timely filed), will be required to establish and perfect the security
          interest of the Trustee in the Collateral in favor of the Note Purchaser
against           all third parties in any jurisdiction and all such Collateral will be
freely           assignable to the Trustee for the benefit of the Note Purchaser (or if
consent           is necessary for such assignment, such consent has been granted);  




            (k)              no
Funding Termination Event, or event which, with the giving of notice or the
          passage of time or both would constitute a Funding Termination Event, has
          occurred and is continuing or will result from the sale of the Note;  




            (l)              assuming
the Note Purchaser is not purchasing the Note with a view toward           further
distribution and that the Note Purchaser has not engaged in any general
          solicitation or general advertising within the meaning of the Securities Act,
          the offer and sale of the Note in the manner contemplated by this Agreement is
a           transaction exempt from the registration requirements of the Securities Act,
and           the Indenture is not required to be qualified under the Trust Indenture
Act;  




            (m)              the
Issuer has furnished to the Note Purchaser true, accurate and complete           copies
of all Basic Documents as of the Closing Date, all of which Basic           Documents are
in full force and effect as of the Closing Date and no terms of           any such
agreements or documents have been amended, modified or otherwise waived           as of
such date; and  




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            (n)              the
Note purchased by the Note Purchaser hereunder will be entitled to the           benefit
of the security provided in the Indenture.  




        SECTION
5.02     Servicer. The Servicer represents and warrants to the Note Purchaser, as of the date
hereof and as of and after giving effect to the making of each Advance, that:  




            (a)              the
Servicer has been duly organized and is validly existing as a corporation           under
the laws of the State of Wisconsin, and the Servicer has full power and
          authority (corporate and other) necessary to own or hold its properties and to
          conduct its business as now conducted by it and to enter into and perform its
          obligations under this Agreement and the other Basic Documents;  




            (b)              each
of the Basic Documents to which the Servicer is a party has been duly
          authorized and, as of the Closing Date, will be duly executed and delivered by
          the Servicer, and each of the Basic Documents to which the Servicer is a party
          will, as of the Closing Date, constitute a valid, legal and binding obligation
          enforceable against it, in accordance with their respective terms, subject to
          applicable bankruptcy, reorganization, insolvency, moratorium and other similar
          laws now or hereafter in effect affecting creditors’ rights generally and
          subject, as to enforceability, to general principles of equity (regardless of
          whether enforcement is pursuant to a proceeding in equity or at law);  




            (c)              the
Servicer is not in violation of its certificate of incorporation or by-laws,
          respectively, or in default under any agreement, indenture or instrument to
          which it is a party, the effect of which violation or default could reasonably
          be expected to have a material adverse effect on it, the Collateral or to any
of           the transactions contemplated hereby. Neither the issuance and sale of the
Note,           nor the execution, delivery and performance by the Servicer of this
Agreement or           any Basic Document to which it is a party, nor the consummation by
the Servicer           of any of the transactions contemplated hereby or by any Basic
Document, nor           compliance by the Servicer with the provisions hereof or thereof,
does or will           conflict with or result in a breach or violation of any term or
provision of (i)           the certificate of incorporation or by-laws (or other document
of similar           import) of the Servicer or conflict with, result in a breach,
violation or           acceleration of, or a default under, the terms of any indenture or
other           agreement or instrument to which the Servicer is a party or by which it
is bound           or to which any of the properties of the Servicer is subject, the
effect of           which conflict, breach, violation, acceleration or default could
reasonably be           expected to have a material adverse effect on it, the Collateral
or any of the           transactions contemplated hereby or (ii) any statute, order or
regulation           applicable to the Servicer of any court, regulatory or legislative
body,           administrative agency or governmental body having jurisdiction over the
          Servicer, the effect of which conflict, breach, violation or default could
          reasonably be expected to have a materially adverse effect on it, the
Collateral           or any of the transactions contemplated hereby. The Servicer is not
a party to,           bound by or in breach or violation of any indenture or other
agreement or           instrument, or subject to or in violation of any statute, order or
regulation of           any court, regulatory or legislative body, administrative agency
or governmental           body having jurisdiction over it that materially and adversely
affects, or could           reasonably be expected to materially and adversely affect,
(i) the ability of           the Servicer to perform its obligations under this Agreement
or any Basic           Document , (ii) the business, operations, financial condition,
properties,           assets or prospects of the Servicer; or (iii) the enforceability or
          collectability of the Collateral or the Note;  





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            (d)              the
Servicer possesses all material licenses, certificates, authorities or           permits
issued by the appropriate state, federal or foreign regulatory agencies           or
bodies necessary to conduct the business now conducted by it, except to the
          extent that the failure to have such licenses, certificates, authorities or
          permits does not have a material adverse effect on the Receivables, the Note or
          the conduct of its business, operations, financial condition, properties,
assets           or prospects of the Servicer, and it has not received notice of
proceedings           relating to the revocation or modification of any such license,
certificate,           authority or permit which, singly or in the aggregate, if the
subject of an           unfavorable decision, ruling or finding may reasonably be
expected to have a           material adverse effect on the Receivables, the Note or the
conduct of its           business operations, financial condition, properties, assets or
prospects of the           Servicer;  




            (e)              there
are no actions or proceedings against, or investigations of, the Servicer
          pending, or, to the knowledge of the Servicer, threatened, before any court,
          arbitrator, administrative agency or other tribunal (i) asserting the
invalidity           of this Agreement, any other Basic Document or the Note, (ii)
seeking to prevent           the issuance of the Note or the consummation of any of the
transactions           contemplated by this Agreement or any Basic Document, (iii) that,
if determined           adversely to the Servicer, may, individually or in the aggregate,
be reasonably           be expected to have a material adverse effect on the Collateral
or the business,           operations, financial condition, properties, assets or
prospects of the Servicer           or the validity or enforceability of, or the
performance by the Servicer of its           obligations under, this Agreement, any other
Basic Document or the Note or           (iv) that, if determined adversely to the
Servicer, could reasonably be           expected to have a material adverse effect on the
federal income tax attributes           of the Note;  




            (f)              all
approvals, authorizations, consents, orders or other actions of any court,
          regulatory body, administrative agency, governmental body or arbitrator
required           to be made or obtained by the Servicer in connection with the
execution and           delivery of this Agreement, any other Basic Document or the Note,
the           performance of the transactions contemplated by any Basic Document by the
          Servicer and the fulfillment of the terms hereof by the Servicer have been made
          or obtained;  




            (g)              except
to the extent otherwise set forth in the Basic Documents, each           representation
and warranty made by it in each Basic Document to which it is a           party
(including any representations and warranties made by it as Originator) is           true
and correct and would not omit to state a material fact necessary to make           the
statements therein not misleading as of the date originally made, as of the
          date hereof as if made on and as of the date hereof and as of and after giving
          effect to the making of each Advance as if made on and as of the making of each
          Advance as if set forth in full herein;  




            (h)              the
audited consolidated balance sheet of the Servicer and its consolidated
          subsidiaries as of December 31, 2004 and the related statements of income,
          changes in stockholders equity and cash flow as of and for the fiscal year
          ending on such date, and the related statements of income, changes in
          stockholders equity and cash flow as of and for the quarter ending on such date
          (including in each case the schedules and notes thereto) (collectively, the
          “Financial Statements”), have been prepared in accordance with
          GAAP and present fairly the financial position of the Servicer and its
          consolidated subsidiaries as of the dates thereof and the results of their
          operations for the periods covered thereby subject, in the case of all
unaudited           statements, to normal year-end audit adjustments and lack of
footnotes and other           presentation items;  





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            (i)              neither
the Servicer nor, to the best of the Servicer’s knowledge after due
          inquiry, anyone acting on the Servicer’s behalf, has offered, transferred,
          pledged, sold or otherwise disposed of the Note or any interest therein, or
          solicited any offer to buy or accept a transfer, pledge or other disposition of
          the Note or any interest therein or otherwise approached or negotiated, with
          respect to the Note or any interest therein, with any person in any manner, or
          made any general solicitation by means of general advertising or in any other
          manner, or taken any other action, which would constitute a public distribution
          of the Note under the Securities Act, or which would render the disposition of
          any Note in violation of Section 5 of the Securities Act or any state
securities           laws, or require registration or qualification pursuant thereto or
require           registration of the Servicer under the Investment Company Act, nor will
the           Servicer act, nor has the Servicer authorized or will it authorize any
person to           act, in such a manner with respect to the Note;  




            (j)              no
practice, procedure or policy employed or proposed to be employed by the
          Servicer in the conduct of its business constitutes a material violation of any
          law, regulation, judgment, agreement, order or decree applicable to the
          Servicer;  




            (k)              the
Servicer is solvent and will not be rendered insolvent by the transactions
          contemplated by the Basic Documents and, after giving effect to such
          transactions, the Servicer will not be left with an unreasonably small amount
of           capital with which to engage in its business. The Servicer does not intend
to           incur, or believe that it has incurred, debts beyond its ability to pay such
          debts as they mature. The Servicer does not contemplate the commencement of
          insolvency, bankruptcy, liquidation or consolidation proceedings or the
          appointment of a receiver, liquidator, conservator, trustee or similar official
          in respect of the Servicer or any of its assets. The Servicer has not had a
          judgment entered against it that has been returned unsatisfied. The amount of
          consideration being received by the Servicer upon the sale of the Receivables
          being sold by the Servicer (in its capacity as Originator) under the Basic
          Documents constitutes reasonably equivalent value and fair consideration for
          such Receivables. The Servicer in its capacity as Originator, is not
          transferring the Receivables as provided in the Basic Documents, with any
intent           to hinder, delay or defraud any of its creditors;  




            (l)              no
practice, procedure or policy employed or proposed to be employed by the
          Servicer in the conduct of its business violates any anti-money laundering law
          or regulation (including without limitation, the USA PATRIOT Act, Public Law
No.           107-56 (2001), and regulations promulgated thereunder) applicable to the
          Servicer the violation of which would adversely affect the Servicer;  




            (m)              the
Servicer is not required to register as an “investment company”          under
the Investment Company Act;  




            (n)              the
Servicer has filed all federal and state tax returns which are required to           be
filed and paid all taxes, including any assessments received by it, to the
          extent that such taxes have become due. Any taxes, fees and other governmental
          charges payable by the Servicer in connection with the transactions
contemplated           by the Basic Documents, the execution and delivery of the Basic
Documents and           the issuance of the Notes have been paid or will be paid;  




-12- 











            (o)              no
certificate, statement, report or other document furnished and no
          representation or warranty made or to be furnished or made to the Note
Purchaser           by the Servicer in connection with any Basic Document, at the time
furnished,           contains or will contain any untrue statement of a material fact or
omits or           will omit to state any material fact necessary in order to make the
statements           contained therein not misleading; and  




            (p)              the
information set forth in the most recent Borrowing Base Certificate is true           and
correct in all material respects.  




        Additionally,
the Servicer makes all representations set forth in Section 8.1 of the Sale and Servicing
Agreement to the Note Purchaser, as if set forth in full herein; provided that all
references in Section 8.1 thereof to this Agreement shall be deemed to refer to this Note
Purchase Agreement. 



        SECTION
5.03     Note Purchaser. The Note Purchaser represents and warrants to the Issuer and the
Servicer, as of the date hereof (or as of a subsequent date on which a successor or
assign of the Note Purchaser shall become a party hereto), that:  




            (a)              the
Note Purchaser has been duly formed and is validly existing as a corporation
          under the laws of the State of Delaware and is in good standing under the laws
          of the State of Delaware;  




            (b)              this
Agreement has been duly and validly authorized, executed and delivered by           the
Note Purchaser and constitutes a legal, valid, binding obligation of the           Note
Purchaser, enforceable against the Note Purchaser in accordance with its           terms
subject to applicable bankruptcy, reorganization, insolvency, moratorium           and
other similar laws now or hereafter in effect affecting creditors’          rights
generally and subject, as to enforceability, to general principles of           equity
(regardless of whether enforcement is pursuant to a proceeding in equity           or at
law);  




            (c)              it
is an “accredited investor” within the meaning of Rule 501(a)(1),
          (2), (3) or (7) of Regulation D under the Securities Act and has sufficient
          knowledge and experience in financial and business matters to be capable of
          evaluating the merits and risks of investing in, and is able and prepared to
          bear the economic risk of investing in, the Note;  




            (d)              it
is purchasing the Note for its own account, or for the account of one or more
          “accredited investors” within the meaning of Rule 501(a)(1), (2), (3)
          or (7) of Regulation D under the Securities Act that meet the criteria
described           in subsection (b) and for which it is acting with complete
investment           discretion, for investment purposes only and not with a view to
distribution,           subject, nevertheless, to the understanding that the disposition
of its property           shall at all times be and remain within its control;  




            (e)              it
understands that the Note has not been and will not be registered or           qualified
under the Securities Act or any applicable state securities laws or           the
securities laws of any other jurisdiction and is being offered only in a
          transaction not involving any public offering within the meaning of the
          Securities Act and may not be resold or otherwise transferred unless so
          registered or qualified or unless an exemption from registration or
          qualification is available, that the Issuer is not required to register the
          Note, and that any transfer must comply with provisions of Section 2.3 of
          the Indenture;  





-13- 









            (f)              it
understands that the Note will bear the legend set out in the form of Note
          attached as Exhibit A-1 to the Indenture and be subject to the
          restrictions on transfer described in such legend;  




            (g)              it
will comply with all applicable federal and state securities laws in all
          material respects in connection with any subsequent resale of the Note;  




            (h)              it
understands that the Note may be offered, resold, pledged or otherwise
          transferred without the Issuer’s prior written consent only (A) to
the           Issuer, (B) in a transaction meeting the requirements of Rule 144A
under           the Securities Act, (C) outside the United States to a foreign
person in a           transaction meeting the requirements of Regulation S under the
Securities Act,           or (D) in a transaction complying with or exempt from the
registration           requirements of the Securities Act and in accordance with any
applicable           securities laws of any state of the United States or any other
jurisdiction; provided however that notwithstanding anything contained in this
          Agreement to the contrary, the Note Purchaser agrees that no transfer of any
          portion of the Note shall be made to a Person primarily engaged in the business
          of manufacturing and selling agricultural or construction equipment.  




            (i)              if
it desires to offer, sell or otherwise transfer, pledge or hypothecate the           Note
as described in subclauses (B), (C) or (D) of the preceding paragraph, the
          transferee of the Note will be required to deliver a certificate and may under
          certain circumstances be required to deliver an opinion of counsel, in each
          case, as described in the Indenture, reasonably satisfactory in form and
          substance to the Trustee, that an exemption from the registration requirements
          of the Securities Act applies to such offer, sale, transfer or hypothecation.
          The Note Purchaser understands that the registrar and transfer agent for the
          Note will not be required to accept for registration of transfer the Note
          acquired by it, except upon presentation of an executed letter in the form
          required by the Indenture; and  




            (j)              it
will obtain from any purchaser of the Note substantially the same
          representations and warranties contained in the foregoing paragraphs.  




ARTICLE VI  
CONDITIONS  



        SECTION
6.01     Conditions to Note Purchase and Initial Advance. The obligation of the Note
Purchaser to purchase the Note and fund the Initial Advance hereunder shall be subject to
the receipt by the Note Purchaser of the following items on or prior to the Closing Date,
each in form and substance satisfactory to the Note Purchaser in its reasonable
discretion:  




            (a)              each
of the Basic Documents, has been duly authorized and executed by the           parties
thereto, is in full force and effect and all consents, waivers and all
          approvals necessary for the consummation of the transactions contemplated by
the           Basic Documents shall have been obtained and be in full force and effect;  




            (b)              certified
copies of charter documents, by-laws, operating agreements and           resolutions of
the Board of Managers or Board of Directors, as applicable, of           each of the Gehl
Parties respectively, authorizing or ratifying the execution,           delivery and
performance of each of the Basic Documents to which each is a           party;  




-14- 











            (c)              a
certificate of the Secretary or an Assistant Secretary of each of the Gehl
          Parties , as applicable, certifying the names and signatures of its officer or
          officers authorized to sign all Basic Documents and other related documents to
          which each is a party;  




            (d)              at
the time of such issuance, all conditions to the authentication and issuance           of
the Note under the Indenture and the conditions set forth in Section 2.1(b) of
the Sale and Servicing Agreement, shall have been           satisfied and all conditions
to the Initial Advance, set forth in this Section 6.01 shall have been satisfied;  




            (e)              the
Note Purchaser shall have received a duly executed, authorized and
          authenticated Note registered in its name and stating that the principal amount
          thereof shall not exceed the Maximum Invested Amount (a copy of which shall be
          delivered to the Trustee) which Note shall be entitled to the benefit of the
          security provided in the Indenture and shall constitute the legal, valid and
          binding agreement of the Issuer, enforceable against the Issuer in accordance
          with its terms subject to applicable bankruptcy and insolvency laws;  




            (f)              customary
legal opinions (including opinions relating to the tax treatment of           the Note,
true sale, non-consolidation, UCC and various corporate and           enforceability
matters) as may be requested by the Note Purchaser ;  




            (g)              financing
statements on Form UCC-1 or other documents shall have been filed with           respect
to the Trustee’s security interest in the Collateral and copies of           (i) all
search reports and (ii) all required consents or release letters           required to be
obtained from any lender and the Originator or its Affiliates           releasing all
Liens and other interests in the Collateral;  




            (h)              the
Gehl Parties shall have responded to all due diligence and other requests           for
documents, reports and other items made by the Note Purchaser its counsel,
          accountants and other related parties, to reasonable satisfaction of the Note
          Purchaser or, the Note Purchaser and the Issuer shall have made satisfactory
          arrangements for the prompt delivery after the Closing Date of any due
diligence           materials requested by the Note Purchaser but not delivered prior to
the Closing           Date and, in accordance with Section 8.06, shall cooperate with the
Note           Purchaser in any continuing due diligence investigation conducted by it;  




            (i)              the
Issuer shall have paid all fees and expenses required to be paid by it on           the
Closing Date including, without limitation, the structuring fee described in Section
3.02(a) hereof and all fees and expenses required to be paid           under Section
8.05(a) hereof;  




            (j)              rating
letters from each Rating Agency issuing a rating of at least BBB- (in the           case
of S&P) and Baa3 (in the case of Moody’s) with respect to the           Note;  




            (k)              the
Issuer and the Hedge Counterparty, if any, shall have entered into a Hedge
          Agreement in connection with the payment of interest and fees under the Note,
in           form and substance reasonably satisfactory to the Note Purchaser and such
Hedge           Agreement, shall be in full force and effect and no termination event
shall have           occurred thereunder;  




            (l)              an
original Schedule of Receivables;  





-15- 









            (m)              the
Custodian shall have delivered to the Note Purchaser a Custodial Receipt           with
respect to the Receivable Files for the Receivables to be purchased on such
          Funding Date in substantially the form attached as Exhibit A to the Sale
          and Servicing Agreement;  




            (n)              the
amount on deposit in the Reserve Account shall equal or exceed the Required
          Reserve Account Amount, taking into account the application of the proceeds of
          the proposed Advance on such Funding Date;  




            (o)              all
limitations specified in Section 2.02 of this Agreement and the
          conditions set forth in Section 2.1(b) of the Sale and Servicing
          Agreement shall have been satisfied with respect to the making of such Advance;  




            (p)              no
later than two (2) Business Days prior to the requested Funding Date, the           Note
Purchaser shall have received a properly completed Borrowing Base           Certificate
from the Servicer in the form of Exhibit A hereto;  




            (q)              no
later than two (2) Business Days prior to the requested Funding Date, the           Note
Purchaser shall have received a properly completed and executed Advance           Request
pursuant to Section 2.03 hereof;  




            (r)              an
Officer’s Certificate of each Gehl Party to the effect that: (i) the
          representations and warranties of each Gehl Party in each Basic Document are
          true and correct as of the date of such requested Advance, with the same effect
          as though made on the date of such Advance (except that to the extent any such
          representation or warranty expressly relates to an earlier date, such
          representation or warranty was true and correct in all respects on and as of
          such earlier date); (ii) each Gehl Party complied in all respects with all
          agreements and satisfied all the conditions on its part to be performed or
          satisfied under the Basic Documents on or prior to the Closing Date; and (iii)
          no Event of Default, Funding Termination Event or Servicer Termination Event
          shall have occurred, or event, which with the giving of notice, the lapse of
          time or both shall constitute an Event of Default, Funding Termination Event or
          Servicer Termination Event, shall have occurred or is continuing or will result
          from the purchase of the Note or the Initial Advance;  




            (s)              an
Officer’s Certificate of the Servicer which provides (i) that after           giving
effect to the Initial Advance, the weighted average of the aggregate           Amount
Financed under the initial Receivables over the aggregate           “value” of
such Financed Equipment (as determined by reference to the           Standard Trade Price
for new Financed Equipment and the Green Guide for used           Financed Equipment),
shall not exceed 95%, (ii) after giving affect to the           Initial Advance, there
will be not less than 300 Obligors with Receivables in           the initial pool of
Receivables and (iii) the weighted average maturity of the           initial Receivables
shall not exceed 54 months;  




            (t)              the
Note Purchaser shall have received from the Originator (i) a state by state
          survey of the license and other regulatory requirements in each of the states
in           which the initial Receivables were originated, which shall be in form and
          substance satisfactory to the Note Purchaser and its counsel, (ii) copies of
all           certificates and licenses required to be obtained by the Originator or the
          Servicer in order to do business in each of the states in which the initial
          Receivables were originated and (iii) an Opinion of Counsel from Foley &          Lardner
LLP, with respect to the licensing, permitting and other regulatory
          requirements as set forth in the related survey and the Originator’s
          compliance therewith; and  




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            (u)              the
Issuer shall have delivered to the Note Purchaser such other documents and
          opinions as the Note Purchaser may reasonably request.  




        SECTION
6.02     Conditions to Subsequent Advances. The obligation of the Note Purchaser to fund any
Advance with respect to Additional Receivables shall be subject to the receipt by the
Note Purchaser of the following items on or prior to the related Funding Date, each in
form and substance satisfactory to the Note Purchaser:  




            (a)              an
updated Schedule of Receivables and the Issuer shall have delivered to the
          Trustee an Assignment and shall have indicated in its computer files such the
          Receivables have been transferred to the Issuer and, within five (5) Business
          Days thereafter, the Issuer shall have delivered a computer printout, computer
          file or microfiche list containing a true and complete list of all Receivables
          to be purchased on the related Funding Date, identified by account number and
          the aggregate amount of the Receivables, as of the Funding Date, which computer
          printout, computer file or microfiche list shall be as of the date of such
          Assignment and shall be incorporated into and made a part of such Assignment
and           the Sale and Servicing Agreement;  




            (b)              the
Custodian shall have delivered to the Note Purchaser a Custodial Receipt           with
respect to the Receivable Files for the Additional Receivables to be           purchased
on such Funding Date in substantially the form attached as Exhibit           A to
the Sale and Servicing Agreement;  




            (c)              the
amount on deposit in the Reserve Account shall equal or exceed the Required
          Reserve Account Amount, taking into account the application of the proceeds of
          the proposed Advance on such Funding Date;  




            (d)              all
limitations specified in Section 2.02 of this Agreement and the
          conditions set forth in Section 2.1(b) of the Sale and Servicing
          Agreement shall have been satisfied with respect to the making of such Advance;  




            (e)              no
later than two (2) Business Days prior to the requested Funding Date, the           Note
Purchaser shall have received a properly completed Borrowing Base           Certificate
from the Servicer in the form of Exhibit A hereto and after           giving
effect to such Advance, the Borrowing Base Deficiency shall be zero;  




            (f)              no
later than two (2) Business Days prior to the requested Funding Date, the           Note
Purchaser shall have received a properly completed and executed Advance           Request
pursuant to Section 2.03 hereof;  




            (g)              the
Servicer shall have delivered to the Note Purchaser the Servicer’s
          Certificate for the immediately preceding Accrual Period pursuant to Section
4.9           of the Sale and Servicing Agreement;  




            (h)              an
Officer’s Certificate from the Originator which certifies that: (i) the
          representations and warranties made by the Gehl Parties in the Basic Documents
          are true and correct as of the date of such requested Advance, with the same
          effect as though made on the date of such Advance; (ii) the Gehl Parties are in
          compliance with all covenants made by each such party in the Basic Documents
          (iii)such Advance will not cause there to be more than two Advances made in a
          calendar week; (iv) after giving effect to such Advance, the Invested Amount of
          the Note will not exceed the Maximum Invested Amount; (v) after giving effect
to           such Advance, the Borrowing Base Deficiency shall be equal to zero; (vi)
          Facility Termination Date shall not have occurred or will not occur as a result
          of making such Advance; and (vii) before and after giving effect to any
addition           of Receivables, no Event of Default, Funding Termination Event or
Servicer           Termination Event shall have occurred, or event, which with the giving
of           notice, the lapse of time or both shall constitute an Event of Default,
Funding           Termination Event or Servicer Termination Event, shall have occurred.
or will           occur as a result of the purchase of the Additional Receivables or the
Advance           by the Note Purchaser;  





-17- 









            (i)              an
Officer’s Certificate of the Servicer which provides that (i) after           giving
effect to the Advance, the weighted average of the aggregate Amount           Financed
under the Receivables over the aggregate “value” of such           Financed
Equipment (as determined by reference to the Standard Trade Price for           new
Financed Equipment and the Green Guide for used Financed Equipment), shall           not
exceed 95%, (ii) after giving affect to the Advance, there will be not less
          than 300 Obligors with Receivables in the pool of Receivables and (iii) the
          weighted average maturity of the outstanding Receivables shall not exceed 54
          months;  




            (j)              except
to the extent such information has previously been provided by the           Originator,
the Note Purchaser shall have received from the Originator (i) a           state by state
survey of the license and other regulatory requirements in each           of the states
in which the related Receivables were originated, which shall be           in form and
substance satisfactory to the Note Purchaser and its counsel, (ii)           copies of
all certificates and licenses required to be obtained by the           Originator or the
Servicer in order to do business in each of the states in           which such
Receivables were originated, and (iii) an Opinion of Counsel from           Foley & Lardner
LLP, with respect to the licensing, permitting and other           regulatory
requirements as set forth in the related survey and the           Originator’s
compliance therewith;  




            (k)              the
Issuer shall have delivered to the Note Purchaser such other documents and
          opinions as the Note Purchaser may reasonably request; and  




            (l)              (A)
the Hedge Agreement (i) shall be in full force and effect and no termination
          event thereunder shall have occurred, (ii) shall provide that notional amount
of           the Hedge Agreement shall not begin to amortize prior to the three month
          anniversary of the Closing Date and (iii) shall include an amortization
schedule           which shall be calculated assuming zero losses and zero prepayments;
and (B) the           Hedge Counterparty shall have a rating at least equal to the then
current S           &P rating on Note.  




        The
giving of any notice pursuant to Section 2.03 shall constitute a representation and
warranty by the Issuer and the Servicer that all conditions precedent to such Advance have
been satisfied. 



        During
the period beginning on the Cutoff Date for the Receivables to be sold to be purchased and
the related Funding Date, as applicable, there shall have occurred none of the following:
(i) a suspension or material limitation in trading in securities generally on the New York
Stock Exchange, the American Stock Exchange or the NASDAQ; (ii) a suspension or material
limitation in trading in the securities of the Originator or an Affiliate thereof, if
applicable; (iii) a general moratorium on commercial banking activities declared by either
federal or New York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; (iv) an outbreak or
escalation of hostilities or acts of terrorism involving the United States or a
declaration by the United States of a national emergency or war; or (v) any other calamity
or crisis or any change in financial, political or economic conditions in the United
States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in
the Note Purchaser judgment makes it impracticable or inadvisable to proceed with the
related Advance or any other transaction contemplated by this Agreement. 




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ARTICLE VII  
COVENANTS  



        SECTION
7.01     Affirmative Covenants. Each of the Gehl Parties severally covenants and agrees that,
until the Note and all other obligations of the Issuer under this Agreement and the other
Basic Documents have been paid in full or otherwise satisfied and the Note has been
cancelled, it will:  




            (a)              duly
and timely perform all of its respective covenants and obligations under           each
Basic Document to which it is a party;  




            (b)              continue
to engage in the business now conducted by it and activities reasonably           related
thereto and preserve and maintain in full force and effect its existence           and
all permits, licenses, approvals, consents, rights, privileges, and           franchises
necessary or desirable in the conduct or transaction of its business           or the
ownership of its properties, except to the extent the failure to maintain           such
permits, licenses, approvals, consents, rights, privileges and franchises           could
not reasonably be expected to have a material adverse effect on the Note,           the
rights of the Note Purchaser or the value or enforceability of the           Collateral;  




            (c)              at
the same time any report, notice or other document is provided or any
          communication is furnished to the Rating Agencies or the Trustee, or is caused
          to be provided or furnished, by any Gehl Party under the Indenture or any other
          Basic Document, provide the Note Purchaser with a copy of such report, notice
or           other document;  




            (d)              at
any time and from time to time, following at least three (3) Business Days
          prior notice from the Note Purchaser, and during regular business hours (at the
          Note Purchaser’s expense), permit the Note Purchaser or its agents,
          representatives or permitted assigns, access to the offices of, the Servicer
and           the Issuer, as applicable, (i) to examine and make copies of and
abstracts           from all documentation relating to the Collateral and the Trust
Estate, and (ii)           to discuss matters relating to the Collateral and the Trust
Estate, or the           administration and performance of the Indenture, the Sale and
Servicing           Agreement and the other Basic Documents with any of the officers or
employees           of, the Servicer or the Issuer, as applicable, having knowledge of
such matters;  




            (e)              respond
to all due diligence and other requests for documents, reports and other           items
made by the Note Purchaser, its counsel, accountants and other related           parties,
to the reasonable satisfaction of the Note Purchaser;  




            (f)              promptly
notify the Note Purchaser of any material change in its origination or
          underwriting policies or practices;  




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            (g)              pay
and discharge all taxes, levies, Liens and other charges on the Collateral           that
would create any lien or charge upon the Collateral;  




            (h)              comply
in all respects with all laws, ordinances, rules, and regulations of any
          federal, state, municipal or other public authority having jurisdiction over
          such party or any of its assets, except to the extent the failure to comply
with           such laws could not reasonably be expected to have a material adverse
effect on           such party’s ability to comply with its obligations under this
Agreement,           the Note and the other Basic Documents;  




            (i)              promptly,
and in any event within five (5) Business Days of an Executive Officer           of a
Gehl Party becoming aware of the occurrence thereof, notify the Note           Purchaser
in writing of (i) the occurrence of any Event of Default, Funding           Termination
Event or Servicer Termination Event or event which, with notice or           lapse of
time or both, would constitute an Event of Default, a Funding           Termination Event
or a Servicer Termination Event and (ii) any event of default           by any party
under any indenture, mortgage, deed of trust, agreement or other           instrument or
contractual obligation to which any Gehl Party is a party and by           which the
Collateral or the Note may be affected;  




            (j)              maintain
the Trustee (or a successor reasonably satisfactory to the Note           Purchaser)
under the Indenture (or a successor agreement of substantially the           same tenor)
at all times;  




            (k)              cause
the Servicer to service and manage the Collateral in accordance with its
          customary practices, in a manner consistent with the terms of the Sale and
          Servicing Agreement and the intent of the parties thereto and otherwise enforce
          the obligations of the Servicer under the Sale and Servicing Agreement;  




            (l)              advise
the Note Purchaser of any breach of any representation or warranty or           covenant
of any Gehl Party under any Basic Document within three (3) Business           Days of an
Executive Officer becoming aware of such breach; and  




            (m)              provide
thirty (30) days’ prior written notice of the intention of any Gehl           Party
to reincorporate, change its name, principal place of business or the           location
where its books and records are kept.  




        SECTION
7.02     Negative Covenants. Each Gehl Party jointly and severally covenants and agrees that,
until the Note and all other obligations of the Issuer under this Agreement and the other
Basic Documents have been paid in full or otherwise satisfied and the Note has been
cancelled, it will not and will not permit any other Gehl Party to:  




            (a)              create,
incur, assume, or suffer to exist, any Lien on any of the Collateral           whether
now owned or hereafter acquired, other than Liens in favor of the           Trustee for
the benefit of the Note Purchaser or permit any financing statement           or
assignment (except in favor of the Trustee) to be on file in any public           office
with respect thereto;  




            (b)              reorganize,
merge into or consolidate with any other Person unless the Gehl           Party is the
surviving entity, or transfer substantially all of its assets in           one
transaction or a series of related transactions to any other Person to
          accomplish a similar purpose, (ii) assign, transfer, sell, lease, otherwise
          dispose of, or terminate any Gehl Party’s interest in any of the
          Collateral, other than in accordance with the terms of the Basic Documents,
          (iii) wind up, liquidate or dissolve or (iv) move its principal place of
          business outside the continental United States, or agree to do any of the
          foregoing;  






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            (c)              except
as otherwise provided in the Basic Documents, transfer or otherwise           convey or
move any Receivables into any other investment of any Gehl Party that           is not
property of the Issuer (it being understood that this covenant shall           become
inapplicable with respect to any Receivable repurchased by the Company);
          provided, that this covenant shall be in full force and effect through the
later           of the Facility Termination Date and such time that the Note and related
fees           and expenses have been paid in full;  




            (d)              sell,
pledge, or otherwise convey any interest in the Receivables sold to the           Issuer,
the cash flows in the Receivables sold to the Issuer, or any intangibles
          related thereto except pursuant to the terms of the Basic Documents; provided,
that this covenant shall be in full force and effect through           the later of the
Facility Termination Date and such time that the Note and           related fees and
expenses are paid in full;  




            (e)              except
as permitted in accordance with the servicing standards described in the           Sale
and Servicing Agreement, consent to any change to the servicing or           collection
practices and procedures which change could reasonably be expected to           cause
there to be a delay in or diminishment of the Receivables cash flow or
          otherwise have an adverse effect on the value or collectability of the
          Collateral generally;  




            (f)              except
as contemplated by the terms of the Basic Documents, amend, modify, waive           or
give any approval, consent or permission under, any provision of any Basic
          Document to which it is a party unless any such amendment, modification, waiver
          or other action is in writing and made in accordance with the terms of such
          Basic Document and the rating Agency Condition shall have been satisfied to the
          extent required by the Basic Documents;  




            (g)              the
proceeds of the Advances will not be used by the Company or the Issuer,
          directly or indirectly, for the purpose of purchasing or carrying any margin
          stock or for the purpose of reducing or retiring any debt which was originally
          incurred to purchase or carry margin stock or for any other purpose which might
          constitute the Advances under this Agreement as being “purpose credit”          within
the meaning of Regulation X of the Board of Governors of the Federal           Reserve
System;  




            (h)              permit
a Borrowing Base Deficiency to occur which is not cured in accordance           with the
Indenture; and  




            (i)                      permit
any amendment or assignment of the Hedge Agreement prior to satisfaction
               of the Rating Agency Condition.  




        Section
7.03            Annual Deliveries.  On or before March 31, of each year, beginning March 31,
2006, the Issuer shall deliver to the Note Purchaser: 




	 	        (i)    
               a letter from each Rating Agency confirming the ratings on the Note as
issued by                each Rating Agency on the Closing Date;  









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	 	        (ii)    
               an Opinion of Counsel with respect to various UCC matters in accordance
with                Section 4.17 of the Sale and Servicing Agreement; and  







	 	        (iii)    
               a certificate of good standing of the Issuer and Seller, issued by the
Secretary                of State of the State of Delaware dated not more that five (5)
days prior to the                delivery date noted above, from the Secretary of State
or other appropriate                authority of the State of Delaware evidencing the
good standing of the Issuer in                Delaware and in each other jurisdiction
where the ownership of its property or                the conduct of its business
requires any qualification.  







ARTICLE VIII

MISCELLANEOUS PROVISIONS  



        SECTION
8.01     Amendments. No amendment to, or waiver of, any provision of this Agreement, or
consent to any departure herefrom by any Gehl Party or the Note Purchaser, shall be
effective unless the same shall be in writing and signed by each Gehl Party and the Note
Purchaser. The Issuer will provide the Rating Agencies with prompt written notice of any
amendment to this Agreement.  




        SECTION
8.02     No Waiver; Remedies. Any waiver, consent or approval given by any party hereto shall
be effective only in the specific instance and for the specific purpose for which given,
and no waiver by a party of any breach or default under this Agreement shall be deemed a
waiver of any other breach or default. No failure on the part of any party hereto to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder, or any
abandonment or discontinuation of steps to enforce the right, power or privilege,
preclude any other or further exercise thereof or the exercise of any other right. No
notice to or demand on any party hereto in any case shall entitle such party to any other
or further notice or demand in the same, similar or other circumstances. The remedies
herein provided are cumulative and not exclusive of any remedies provided by law.  




        SECTION
8.03     Binding on Successors and Assigns.  




            (a)              This
Agreement shall be binding upon, and inure to the benefit of, the Gehl           Parties,
the Note Purchaser and their respective successors and permitted           assigns; provided,
however, that none of the Gehl Parties may           assign their rights or
obligations hereunder or in connection herewith or any           interest herein
(voluntarily, by operation of law or otherwise) without the           prior written
consent of the Note Purchaser. Nothing expressed herein is           intended or shall be
construed to give any Person other than the Persons           referred to in the
preceding sentence any legal or equitable right, remedy or           claim under or in
respect of this Agreement.  




The Note Purchaser may at any time
grant a security interest in and lien on all of its interests under this Agreement, the
Note and all Basic Documents to any Person who, at any time now or in the future, provides
program liquidity or credit enhancement, including without limitation, a credit default
swap, a surety bond or any insurance policy, including any financial guaranty insurance
policy, for the benefit of the Note Purchaser. The Note Purchaser may assign its
Commitment or all of its interest under the Note, this Agreement and the Basic Documents
to any Person with the written consent of the Issuer which shall not be unreasonably
withheld or delayed, provided, however, no consent shall be required for the
Note Purchaser desires to sell or assign its interest in the Note or any of its rights or
obligations hereunder to an Affiliate of the Note Purchaser or to any Accredited Investor
(which is not primarily engaged in the business of manufacturing and selling agricultural
or construction equipment), provided further however, that at any time that a
Funding Termination Event, Servicer Termination Event or Event of Default has occurred and
is continuing, no consent from any Gehl Party shall be required prior to any transfer by
the Note Purchaser of its interest in the Note or any of its rights or obligations
hereunder. Notwithstanding the foregoing, it is understood and agreed by the Issuer that
the Note may be sold, transferred or pledged without the consent of the Issuer in
compliance with, and as provided for under, Section 5.03(h). Notwithstanding any
other provisions set forth in this Agreement, the Note Purchaser may at any time create a
security interest in all of its rights under this Agreement, the Note and the Basic
Documents in favor of any Federal Reserve Bank in accordance with Regulation A of the
Board of Governors of the Federal Reserve System. 




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            (b)              If,
on or after the date of this Agreement, the Note Purchaser reasonably
          determines that the adoption of any applicable law, rule or regulation, or any
          change in any applicable law, rule or regulation or any change in the
          interpretation or administration thereof by any governmental authority, central
          bank or comparable agency charged with the interpretation or administration
          thereof, or compliance by the Note Purchaser with any request or directive
          issued on or after the date of this Agreement (whether or not having the force
          of law) of any such authority, central bank or comparable agency, has made or
          would be likely to make it unlawful for the Note Purchaser to make or maintain
          the Advances, hold the Note or otherwise to perform the transactions
          contemplated to be performed by it pursuant to this Agreement and those
          contemplated to be performed by it pursuant to the Basic Documents to which the
          Note Purchaser is a party, then (i) the Note Purchaser shall so notify the
          Issuer; (ii) the obligation of the Note Purchaser to make Advances from time to
          time as contemplated hereunder shall be suspended; and (iii) the Note Purchaser
          may assign its rights and obligations hereunder and under the Basic Documents,
          the Note and its interests therein to any Person.  




        SECTION
8.04     Survival of Agreement. All covenants, agreements, representations and warranties
made herein and in the Note delivered pursuant hereto shall survive the making and the
repayment of the Advances and the execution and delivery of this Agreement and the Note
and shall continue in full force and effect until all interest and principal on the Note
and other amounts owed hereunder have been paid in full and the commitment of the Note
Purchaser hereunder has been terminated. In addition, the obligations of the Issuer and
the Note Purchaser under Sections 3.03, 3.04, 3.05, 8.05, 8.09,
8.11, 8.12, 8.13 and 8.14. shall survive the termination of
this Agreement.  




        Section
8.05            Payment of Costs and Expenses; Indemnification. 




            (a)    
               Payment of Costs and Expenses.  




	 	        (i)    
               The Issuer and the Originator, jointly and severally, agree to reimburse
each                Note Purchaser from time to time promptly upon demand for all
reasonable                out-of-pocket costs and expenses (including, without
limitation, reasonable                legal fees and expenses of the Note Purchasers,
consulting and audit fees, and                printing, reproduction, document delivery,
travel, communication and related                costs) incurred in connection with the
preparation, review, negotiation,                execution and delivery of the Basic
Documents (including schedules and exhibits)                and the amendment,
modification or waiver thereof (or any proposed amendment,                modification or
waiver), whether or not the Closing Date occurs or any Basic                Document is
executed and delivered or any Advances are made by the Note                Purchaser. .  








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	 	        (ii)    
               The Originator agrees to (A) pay upon demand all reasonable costs and
               out-of-pocket expenses incurred by the Note Purchaser as a consequence of,
or in                connection with, the enforcement of this Agreement or any of the
other Basic                Documents (including, without limitation, all costs and
out-of-pocket expenses                incident to the performance of any due diligence by
RSM McGladrey and fees                charged by the Rating Agencies for the rating of
the Note) and any stamp,                documentary or other similar taxes which may be
payable by the Note Purchaser in                connection with the execution or delivery
of this Agreement, any Advance                hereunder, or the issuance of the Note or
any other Basic Documents; and (B)                hold and save the Note Purchaser
harmless from all liability for any breach                by the Issuer of its
obligations under this Agreement. The Originator also                further agrees to
reimburse the Note Purchaser upon demand for all reasonable                out-of-pocket
and legal fees and expenses incurred by the Note Purchaser in                connection
with any amendments, waivers, consents, supplements or other                modifications
to this Agreement or any other Basic Document, or the negotiation                of any
restructuring or “work-out,” as may from time to time hereafter
               be proposed, whether or not consummated.  







        (b)    
Indemnification. In consideration of the execution and delivery of this
               Agreement by the Note Purchaser, the Originator agrees to indemnify and
hold the                Note Purchaser and each of its Affiliates, officers, directors,
employees and                agents (collectively, the “Indemnified Parties”)
harmless from                and against any and all Losses incurred by such Indemnified
Parties                (irrespective of whether any such Indemnified Party is a party to
the action for                which indemnification hereunder is sought), including
reasonable attorneys’               fees and disbursements incurred in connection
with investigating, preparing to                defend or defending against, or
participating in, any action or other proceeding                (collectively, the “Indemnified
Liabilities”), (whether in                prosecuting or defending against such
actions, suits or claims) as a result of                or arising out of or related to:  




	 	        (i)    
               any breach by any Gehl Party of any of its covenants, representations and
               warranties or agreements in any of the Basic Documents or any of the
               transactions contemplated hereby or thereby;  







	 	        (ii)    
               any liability incurred by an Indemnified Party connection with the
offering of                the Notes to the extent such liability is based on information
provided by any                Gehl Party,  







	 	        (iii)    
               any transaction financed or to be financed in whole or in part, directly
or                indirectly, with the proceeds of any Advance including, without
limitation, any                claim, suit or action related to such transaction, which
claim is based on a                violation of laws, including any Consumer Laws, or any
applicable vicarious                liability statutes, or the use or operation of any
Financed Equipment by any                Person;  







	 	        (iv)    
               any Indemnified Liabilities sustained by any Indemnified Party to the
extent                caused by the negligence, willful misconduct, bad faith or gross
negligence of                any Gehl Party; or  








-24- 











	 	        (v)    
               the entering into and performance of this Agreement and any other Basic
Document                by any of the Indemnified Parties, except to the extent any such
Indemnified                Liabilities are determined by a final, non-appealable judgment
of a court of competent jurisdiction to have                resulted solely by reason of
the gross negligence, bad faith, breach of contract                or willful misconduct
of such Indemnified Party. If and to the extent that the                foregoing
undertaking may be unenforceable for any reason, the Gehl Parties                hereby
jointly and severally agree to make the maximum contribution to the
               payment and satisfaction of the Indemnified Liabilities which is
permissible                under applicable law. The Issuer shall give notice to the
Rating Agencies of any                claim for Indemnified Liabilities made under this
section. The Gehl Parties                shall not be liable for any settlement of any
proceeding effected without their                prior written consent, but if settled
with such consent or if there shall be a                final judgment for the plaintiff,
the Gehl Parties agree to indemnify the                Indemnified Parties as described
above. None of the Gehl Parties shall, without                the prior written consent
of the Note Purchaser, effect any settlement of any                pending or threatened
proceeding in respect of which an Indemnified Party is or                could have been
a party or indemnity could have been sought hereunder, unless                such
settlement (i)includes an unconditional release of such
               Indemnified Party from all liability or claims that are the subject matter
of                such proceedingand (ii) does
not                include a statement as to or an admission of fault, culpability, or a
failure to                act by or on behalf of any Indemnified Party. Neither
               the Note Purchaser nor any of its Affiliates shall be responsible or
liable to                any Gehl Party or any of their respective Affiliates, members or
stockholders or                any other person or entity for any indirect, punitive orconsequential
damages which may be alleged as a result of any of the                Basic Documents or
any of the transactions contemplated herebyor thereby.  







Notwithstanding any provision of this
Section 8.05 or any other provision of this Agreement, nothing herein shall be
construed as to require that the Issuer or the Servicer provide any indemnification
hereunder or under any other Basic Document for any Losses incurred in connection with
credit losses with respect to the Receivables or the Financed Equipment. 



        SECTION
8.06     Characterization as Basic Document; Entire Agreement. This Agreement shall be deemed
to be a Basic Document for all purposes of the Sale and Servicing Agreement, the
Indenture and the other Basic Documents. This Agreement, together with the Indenture, the
Sale and Servicing Agreement, the Purchase and Sale Agreement, the documents delivered
pursuant to Section 6.01and the other Basic Documents, including the exhibits and
schedules thereto, contains a 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 previous oral statements and other writings with respect thereto.  




        SECTION
8.07     Due Diligence. The Issuer and the Servicer acknowledge that the Note Purchaser has
the right to perform continuing due diligence reviews with respect to the Collateral for
purposes of verifying compliance with the representations, warranties and covenants made
hereunder or otherwise, and the Issuer and the Servicer agree that upon reasonable prior
notice (with no notice being required upon the occurrence and during the continuance of
any Event of Default) the Note Purchaser and Trustee or any of their authorized
representatives will be permitted during normal business hours to examine, inspect, and
make copies and extracts of, and any and all documents, records, agreements, instruments
or information relating to such Collateral in the possession or under the control of the
Servicer or the Issuer. Other than during the occurrence and continuance of an Event of
Default, the Note Purchaser will pay all out-of-pocket expenses incurred by it in
connection with such reviews. Without limiting the generality of the foregoing, the
Issuer acknowledges that the Note Purchaser may purchase the Note based solely upon the
information provided to the Note Purchaser in the Schedule of Receivables and the
representations, warranties and covenants contained herein and in the other Basic
Documents, and that the Note Purchaser, at its option, has the right at any time to
conduct a partial or complete due diligence review on some or all of the Collateral
securing the Advances, including without limitation verifying the information used to
originate any Receivables. The Issuer and the Servicer agree to cooperate to the fullest
extent possible with the Note Purchaser and any third party in connection with such due
diligence reviews, including, but not limited to, providing the Note Purchaser with
access to any and all documents, records, agreements, instruments or information relating
to such Collateral in the possession, or under the control, of the Issuer or the
Servicer. The Issuer and Servicer acknowledge and agree that no due diligence performed
by the Trustee, the Note Purchaser or any of their respective agents shall limit or
otherwise affect the representations and warranties made by them or the Seller under any
of the Basic Documents.  





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        SECTION
8.08     Notices. All notices, amendments, waivers, consents and other communications
provided to any party hereto under this Agreement shall be in writing and addressed,
delivered or transmitted to such party at its address or facsimile number set forth below
its signature hereto or at such other address or facsimile number as may be designated by
such party in a notice to the other parties. Any notice, if mailed and properly addressed
with postage prepaid or if properly addressed and sent by pre-paid courier service, shall
be deemed given when received; any notice, if transmitted by facsimile, shall be deemed
given when transmitted and accompanied by a telephonic confirmation of receipt.  




        SECTION
8.09     Severability of Provisions. Any covenant, provision, agreement or term of this
Agreement that is prohibited or is held to be void or unenforceable in any jurisdiction
shall, as to that jurisdiction, be ineffective to the extent of the prohibition or
unenforceability without invalidating the remaining provisions of this Agreement.  




        SECTION
8.10     Tax Characterization. Each party to this Agreement (a) acknowledges that it is
the intent of the parties to this Agreement that, for accounting purposes and for all
Federal, state and local income and franchise tax purposes, the Note will be treated as
evidence of indebtedness issued by the Issuer, (b) agrees to treat the Note for all
such purposes as indebtedness and (c) agrees that the provisions of the Basic
Documents shall be construed to further these intentions.  




        SECTION
8.11     Limited Recourse. Notwithstanding any other provision contained herein or in any of
the other Basic Documents, the obligations of the Issuer under this Agreement are limited
recourse obligations of the Issuer, payable solely from the Collateral and, following
realization thereof, any unsatisfied claims shall be automatically extinguished. No
recourse shall be had for the payment of any amount owing in respect of this Agreement,
including the payment of any fee hereunder or any other obligation or claim arising out
of or based upon this Agreement, against any certificateholder, member, employee,
officer, manager, director, affiliate or trustee of the Issuer; provided, however,
nothing in this Section 8.11 shall relieve any of the foregoing Persons from any
liability which any such Person may otherwise have for its gross negligence, bad faith or
willful misconduct. In addition, each of the parties hereto agree that all fees, expenses
and other costs payable hereunder by the Issuer shall be payable only to the extent set
forth in Section 11.14 of the Indenture and that all other amounts owed to them by
the Issuer shall be payable solely from amounts that become available for payment
pursuant to the Indenture and the Sale and Servicing Agreement.  




-26- 










        SECTION
8.12     Nonpetition Covenants. Notwithstanding any prior termination of this Agreement, none
of the Gehl Parties party hereto shall, prior to the date which is one year and one day
after the Final Scheduled Payment Date acquiesce, petition or otherwise invoke or cause
the Issuer to invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official with respect to the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of the
affairs of the Issuer in connection with any obligations arising under or in connection
with any Basic Documents.  




            (b)              In
the event of any breach of a representation and warranty or other agreement
          made by the Issuer hereunder, the Gehl Parties party hereto hereby covenant and
          agree that none of them will take any action to pursue any remedy that it may
          have hereunder against the Issuer, in law, in equity or otherwise, until a year
          and a day have passed since the date on which the Note issued by the Issuer has
          been paid in full.  




            (c)              The
Issuer and the Gehl Parties party hereto hereby agree that damages will not           be
an adequate remedy for breach of this covenant and that this covenant may be
          specifically enforced by the Trustee on behalf of the Note Purchaser.  




        SECTION
8.13     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW.  




        SECTION
8.14     JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY,
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE
PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.  




-27- 










        SECTION
8.15     WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH
RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES HERETO EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO TA TRIAL
BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.  




        SECTION
8.16     Process Agent. Each of the Parties hereto agrees that the process by which
any proceedings in the State of New York are begun may be served on it by being delivered
by certified mail at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. If such
person is not or ceases to be effectively appointed to accept service of process on a
party’s behalf, such party shall, on the written demand of the process agent,
appoint a further person in the State of New York to accept service of process on its
behalf and, failing such appointment within 15 days, the process agent shall be entitled
to appoint such a person by written notice to the other parties hereto. Nothing in this
sub-clause shall affect the right of the process agent to serve process in any other
manner permitted by law.  




        SECTION
8.17     Counterparts. This Agreement may be executed in any number of counterparts (which
may include facsimile) and by the different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original, and all of which together
shall constitute one and the same instrument.  




        SECTION
8.18     Waiver of Set-Off. The obligations of the Issuer and the Servicer hereunder are
absolute and unconditional and each of the Issuer and the Servicer expressly waives any
and all rights of set-off, abatement, diminution or deduction that the Issuer or the
Servicer may otherwise at any time have under applicable law.  




        SECTION
8.19     Servicer References. All references to the Servicer herein shall apply to Gehl, in
its capacity as the initial Servicer, and not to a successor Servicer; provided that Section
7.01 and 7.02 shall apply to a successor Servicer.  




[Remainder of Page
Intentionally Blank] 















-28- 










        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their duly authorized officers and delivered as of the day and year first above written. 



		
		GEHL FUNDING LLC, as Issuer
	

 	By: /s/ Thomas M. Rettler
		Name: Thomas M. Rettler
		Title: Vice President and Chief Financial Officer
	

 	Address: 143 Water Street, West Bend, WI 53095
		Attention: Michael J. Mulcahy, Vice President, Secretary
		                     and General Counsel
		Telephone: 262-334-6632
		Facsimile: 262-334-6603
	


 	GEHL COMPANY, as Servicer and Originator
	

 	By: /s/ Thomas M. Rettler
		Name: Thomas M. Rettler
		Title: Vice President and Chief Financial Officer
	

 	Address: 143 Water Street, West Bend, WI 53095
		Attention: Michael J. Mulcahy, Vice President, Secretary
		                     and General Counsel
		Telephone: 262-334-6632
		Facsimile: 262-334-6603





















[Signature Page to
Note Purchase Agreement]  












		
		UBS REAL ESTATE SECURITIES INC., as
		Note Purchaser
	

 	By: /s/ Shahid Quraishi
		Name: Shahid Quraishi
		Title: Managing Director
	

 	By: /s/ Tamer El-Rayess
		Name: Tamer El-Rayess
		Title: Director
	

 	Address: 1285 Avenue of the Americas
		                 11th Floor
		                 New York, New York 10019
	
 	Attention: Tamer El-Rayess
		Telephone: (212) 713-2738
		Facsimile: (212) 713-7999






























[Signature Page to
Note Purchase Agreement]