SEVENTEENTH AMENDMENT
TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT 



        This
SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of February 24, 2005, by and among GEHL COMPANY,
a Wisconsin corporation, GEHL POWER PRODUCTS, INC., a South Dakota corporation, COMPACT
EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation, HEDLUND-MARTIN, INC., a Pennsylvania
corporation (“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a Minnesota
corporation (herein, separately and collectively, “Borrower” or “Gehl
Company”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (successor in interest
to Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA
(successor in interest to Deutsche Financial Services Canada Corporation) (herein,
separately and collectively, “Lender”). 



RECITALS 



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





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





AMENDMENT 



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



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



2.    References to “Gehl
Company”.  Each Reference           in the Loan Agreement and the
Other Agreements to “Gehl Company” shall           be deemed to be, and is
collectively a reference to, each of Gehl Company, a           Wisconsin corporation,
Gehl Power Products, Inc., a South Dakota corporation,           Compact Equipment
Attachments Inc., a Wisconsin corporation, Hedlund-Martin,           Inc., a Pennsylvania
corporation, and Mustang Manufacturing Company, Inc., a           Minnesota corporation,
as if each such entity were stated separately.  



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












4.    Consent to formation
of Special Purpose           Entities.  Borrower has advised Lender
that from time to time           it intends to sell or contribute, for reasonably
equivalent value, the Released           Assets (as defined herein) on a nonrecourse
basis with respect to credit           lossesto a special purpose entity, Gehl
Receivables LLC, a Delaware           limited liability company, owned by Gehl Company
(the “SPE”). The SPE           will in turn, sell or contribute, for reasonably
equivalent value, such Released           Assets, on a nonrecourse basis with respect to
credit losses, to a second           special purpose entity, Gehl Funding LLC, a Delaware
limited liability company,           owned by Gehl Company (“SPE2”), which will
issue notes secured by,           among other things, a lien on such Released Assets.
Notwithstanding the terms of           Sections 6.1 and 6.2 of the Loan Agreement, the
Lender hereby consents to the           creation of the SPE and SPE2 and the sale or
contribution of the Released Assets           for reasonably equivalent value as
described above. Lender agrees that at no           time has it had a lien or security
interest in the equity interests in SPE or           SPE2 and releases any lien or
security interest that it may have in the equity           interests of SPE and SPE2. The
consents contained in this Section are specific           in intent and are valid only
for the specific purpose for which given. Nothing           contained herein obligates
Lender to agree to any additional waivers or consents           of any provisions of any
of the Other Agreements.  



5.    Release of Collateral.  With
respect to the Loan           Agreement, Lender hereby releases its lien and security
interest in all Released           Assets. This release is only with regards to the Loan
Agreement. Nothing           contained herein shall affect in any respect Lender’s
ownership of, or lien           and security interest on, any Released Assets purchased
by Lender.  



6.    Amendments to Loan
Agreement.   



	 	
6.1.    Preamble.  The
preamble of the Loan Agreement is amended by           inserting after the word “subsidiaries” the
following:  






	 	
“,
excluding only those special purpose subsidiaries referenced in the Seventeenth Amendment
to this Agreement, the formation of which Lender has consented to”.  






	 	
6.2.    “Accounts”.  Section
1.1(a) of the Loan Agreement is           amended by inserting “but excluding the
Released Assets” at the end of           such section immediately preceding the
period.  






	 	
6.3.    “Released
Assets”.  A new Section 1.1(x) is hereby           added to the Loan
Agreement as follows:  






	 	
“1.1(x).
  Released Assets. “Released Assets” means, all of Gehl
                    Company’s and the other Borrower’s, installment sale
contracts or                     installment promissory notes arising from (i) Gehl
Company’s and the other                     Borrower’s sale or financing
(including a refinancing of a previous                     financing by Gehl Company or
another Borrower) of Inventory to Dealers under                     installment sale
contracts or installment promissory notes which are owned by                     Gehl
Company or another Borrower; (ii) a Dealer’s sale or financing of
                    Finished Goods to retail customers under installment sale contracts
or                     installment promissory notes which such installment sales
contracts or                     installment promissory notes were purchased by and are
owned by Gehl Company or                     another Borrower; (iii) Gehl Company’s
and the other Borrower’s sale                     or financing (including a
refinancing of a previous financing by Gehl Company or                     another
Borrower) of Inventory to retail customers under installment sale
                    contracts or installment promissory notes which are owned by Gehl
Company or                     another Borrower; and (iv) installment sale contracts or
installment promissory                     notes repurchased by Gehl Company and the
other Borrowers from third party                     creditors to whom Gehl Company
previously sold or otherwise transferred such                     installment sale
contracts or installment promissory notes (items (i) through                     and
including (iv) collectively, the “Base Released Assets”) together
                    with: (A) any Inventory that was sold or financed (including a
refinancing of a                     previous financing by Gehl Company or another
Borrower) pursuant to the Base                     Released Assets, (B) all rights of
recourse against any Dealer only to the                     extent related to the Base
Released Assets, (C) all rights of recourse against                     any third party
to whom Gehl Company or any other Borrower previously sold or
                    otherwise transferred installment sale contracts or installment
promissory notes                     and such installment sale contracts or installment
promissory notes were                     repurchased by Gehl Company or any other
Borrower only to the extent related to                     the Base Released Assets, (D)
all refunds for the cost of extended service                     contracts only to the
extent related to Base Released Assets, (E) all proceeds,                     including
insurance proceeds, only to the extent relating to the Base Released
                    Assets, and including any such proceeds deposited into any lockbox or
bank                     account to which GECDF has access pursuant to a written
agreement between GECDF                     and the depository bank, and (F) all books
and records of Gehl Company and the                     other Borrowers only to the
extent relating to the Base Released Assets.  






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The
Released Assets do not include and the Released Assets do not release GECDF’s Lien
and security interest in, and GECDF expressly retains GECDF’s Lien and security
interest in, (x) any Inventory manufactured, sold or distributed by any person or entity
(other than Gehl or another Borrower), whether obtained by Gehl or any of the other
Borrowers by repossession or purchase or otherwise, if such Lien and security interest
thereon was granted to GECDF by any person or entity (other than Gehl or another Borrower)
or such Lien and security interest was purchased by GECDF from any person or entity (other
than Gehl or another Borrower), (y) any Collateral other than the Released Assets, and (z)
any asset or property of any type or nature owned by any person or entity (other than Gehl
or another Borrower).” 






	 	
6.4.    
Schedules.   






	 	
Section
4.1 of the Loan Agreement is hereby deleted and replaced with the following:  






	 	
“4.1
Borrowing Base and Schedules. To facilitate Gehl Company’s borrowings and the
maintenance of GECDF’s records, and to ensure that Gehl Company has not been advanced
funds in excess of the advance rates and available credit contained in this Agreement,
Gehl Company will, periodically, but in any case not less often than monthly, within 15
days following the end of each fiscal month or as otherwise agreed to by GECDF and Gehl
Company, deliver to GECDF a borrowing base certificate (a “Borrowing Base
Certificate”) together with a schedule of Inventory (“Inventory Schedule”),
a schedule of Retail Accounts (“Retail Accounts Schedule”) and such other
information as may be requested from time to time by GECDF with respect to the Collateral
(the “Other Information”), provided, however, (i) if there is a Default, Gehl
Company shall provide a Borrowing Base Certificate, an Inventory Schedule, a Retail
Accounts Schedule and the Other Information more often if so requested by GECDF in its
sole and absolute discretion, and (ii) if Gehl Company sells or otherwise transfers more
than $4,000,000 of Released Assets in any ten day period, then prior to the effectiveness
of any sale or transfer that would cause such amount to exceed $4,000,000, Gehl Company
shall provide a Borrowing Base Certificate, an Inventory Schedule, a Retail Accounts
Schedule and the Other Information (with the Inventory Schedule, a Retail Accounts
Schedule and the Other Information being prepared pro forma after giving effect to any
such sale or transfer). The Borrowing Base Certificate shall summarize the available
credit by type of eligible Collateral and the advance rates for each item of eligible
Collateral, the Inventory Schedule shall specify Gehl Company’s cost of Inventory,
and such other matters and information relating to Inventory as GECDF may from time to
time request, and such Retail Accounts Schedule shall describe all Retail Accounts and
Ineligible Accounts, in such manner as GECDF may from time to time request, created or
acquired by Gehl Company since the last Retail Accounts Schedule furnished GECDF (which
are readily traceable to Gehl Company’s subordinate accounts receivable journal or
general ledger accounts). However, failure to provide any such Schedules or a Borrowing
Base Certificate in a timely manner will not impair GECDF’s rights and security
interest with respect to all of the Inventory or Retail Accounts. Each delivery of a
Borrowing Base Certificate, an Inventory Schedule, a Retail Accounts Schedule and the
Other Information shall contain a certification from an officer of Gehl Company that such
information is true, correct and complete and that no Default has occurred and is
continuing.” 







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6.5.    Grant
of Security Interest — Released Assets.  The first           sentence
of Section 5.1 of the Loan Agreement is hereby amended by inserting at           the end
of such sentence immediately preceding the period  






	 	
",
but excluding in all cases the Released Assets" 






	 	
The
second sentence of Section 5.1 of the Loan Agreement is hereby deleted and replaced with
the following: 






	 	
“All
of the above assets, but excluding in all cases the Released Assets, are hereinafter
collectively referred to as Collateral.” 






	 	
6.6.    Negative
Covenants — Released Assets.  Section 6.2(b) of           the Loan
Agreement is deleted and replaced with the following:  






	 	
“(b)     other
than in the ordinary course of its business (and sales of the Released
                    Assets are deemed to be ordinary course and are hereby permitted),
sell, lease                     or otherwise dispose of or transfer any of its assets or
make any distributions                     of Gehl Company’s or any other Borrower’s
property or assets which                     might in any way adversely affect the
ability of Gehl Company or any other                     Borrower to repay the
Obligations;" 






	 	
6.7.    Negative
Covenants — No Sale of Released Assets.  The           “and” between
Section 6.2(i) and 6.2(j) is deleted, and new Sections           6.2(k) and 6.2(l) are
hereby added to Loan Agreement as follows:  






	 	
“(k)                         if a
Stated Default is existing, sell or transfer any Released Assets, or if a
                    Stated Default would be reasonably likely to occur from the sale or
transfer of                     any Released Assets, sell or transfer any Released
Assets. As used in clause                     (k), “Stated Default” means: any
Default by Gehl Company arising (i)                     under Section 7.1(c) through and
including 7.1(q), (ii) due to a breach of                     Section 6.2, (iii) due to a
breach of Section 6.3, (iv) due to a breach of                     Section 4.1, (v) if
the outstanding principal balance of the loans exceed the                     advance
rates set forth herein, or (v) due to the occurrence of a Material
                    Adverse Effect. As used in the definition of Stated Default, “Material
                    Adverse Effect” means: (a) a material adverse change in, or a
material                     adverse effect upon, the assets, business, properties,
business prospects,                     condition (financial or otherwise) or results of
operations of Gehl Company                     taken as a whole, (b) a material
impairment of the ability of Gehl Company to                     perform any of the
Obligations under this Agreement or any of the Other                     Agreements, or
(c) a material adverse effect on (i) any substantial or material
                    portion of the Collateral, (ii) the legality, validity, binding
effect or                     enforceability against Gehl Company of this Agreement or
any of the Other                     Agreements, (iii) the perfection or priority of any
Lien granted to GECDF under                     this Agreement or any of the Other
Agreements, or (iv) the rights or remedies of                     the GECDF under this
Agreement or any of the Other Agreements, and  







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(l)       (A) if
a Default is existing, purchase, repurchase or otherwise acquire any
                    Released Assets with proceeds of any loan or advance from GECDF, (B)
if a                     Default would be reasonably likely to occur from the purchase,
repurchase or                     other acquisition of any Released Assets, purchase,
repurchase or otherwise                     acquire any Released Assets with proceeds of
any loan or advance from GECDF, or                     (C) purchase, repurchase or
otherwise acquire any Released Assets with proceeds                     of any loan or
advance from GECDF if such purchase, repurchase or acquisition                     would
reasonably be likely to cause or give rise to a Material Adverse
                    Effect.” 






	 	
6.8.    Eligible
Retail Accounts Definition.  The following definition           is hereby
inserted in Section 1.1 of the Loan Agreement in proper alphabetical           order:  






	 	
“Eligible
Retail Accounts”: means Gehl Company’s Retail Accounts which are not more than
90 days delinquent, extended more than once or extended for more than 90 days, or in a
non-accrual status or otherwise pledged or sold. 






	 	
6.9.    Retail
Chattel Paper.  The definition of “Retail Chattel           Paper” in
Section 1.1 of the Loan Agreement is hereby deleted in its           entirety.  






	 	
6.10.    Available
Credit — Eligible Retail Accounts.  Section           4.2.4 of the
Loan Agreement is hereby deleted in its entirety and replaced with           the
following: “Eligible Retail Accounts: 75% up to $10,000,000".  






	 	
6.11.    Available
Credit — Eligible Repurchased Chattel           Paper.  Section 4.2.5
of the Loan Agreement is hereby deleted in           its entirety.  






	 	
6.12.    “Repurchased
Chattel Paper”, “Eligible Repurchased Chattel           Paper”, and “Retail
Chattel Paper”          Definitions.  All references in the Loan
Agreement to           “Repurchased Chattel Paper” and “Eligible
Repurchased Chattel           Paper” are hereby deleted. All references in the Loan
Agreement to           “Retail Chattel Paper” are hereby replaced with
references to           “Retail Accounts”.  






7.    Effect of Amendment.  The
execution, delivery and           effectiveness of this Amendment shall not operate as a
waiver of any right,           power or remedy of Lender under the Loan Agreement or any
of the Other           Agreements, nor constitute a waiver of any provision of the Loan
Agreement, any           of the Other Agreements or any existing Default, nor, except and
only to the           extent as set forth in Section 5 to this Amendment, act as a
release or           subordination of the security interests of Lender. Each reference in
the Loan           Agreement to “the Agreement”, “hereunder”,
          “hereof”, “herein”, or words of like import, shall be read
          as referring to the Loan Agreement as amended by this Amendment.  



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




5 









9.    Reaffirmation.  Borrower
hereby acknowledges and           confirms that: (i) the Other Agreements remain in full
force and effect; (ii)           the Loan Agreement is in full force and effect; (iii)
Borrower has no defenses           to its obligations under the Loan Agreement and the
Other Agreements; (iv)           except and only to the extent as set forth in Section 5
to this Amendment, the           security interest of Lender securing all of the
Obligations under the Loan           Agreement and the Other Agreements continue in full
force and effect and have           the same priority as before this Amendment; and (v)
Borrower has no claim           against Lender arising from or in connection with the
Loan Agreement or the           Other Agreements. Any and all such claims against Lender
are forever discharged,           released and waived by Borrower.  



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



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



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



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



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



15.    Statutory Notice—Oral
Commitments Not           Enforceable.  The following notice is given
pursuant to           Section 432.045 of the Missouri Revised Statutes; nothing contained
in such           notice will be deemed to limit or modify the terms of the Loan
Agreement and the           Other Agreements or this Amendment:  



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







6 









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



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



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



{signature pages
follow} 




















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




GEHL COMPANY 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler                                               
Title: Vice President
& CFO  




GEHL POWER PRODUCTS, INC. 



By: /s/ Thomas M. Rettler 
Name:
Thomas M. Rettler                                               
Title: Vice President
& Treasurer  




COMPACT EQUIPMENT ATTACHMENTS INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler                                               
Title: Vice President
& Treasurer  




HEDLUND-MARTIN, INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler                                               
Title: Vice President
& Treasurer  




MUSTANG MANUFACTURING COMPANY, INC. 



By: /s/ Thomas M. Rettler

Name: Thomas M. Rettler                                               
Title: Vice President
& Treasurer  






{signatures continue
on next page} 
















8 















GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION 



By: /s/ J. Kineknon

Name: J. Kineknon
                                               
Title: Vice President  




GE COMMERCIAL DISTRIBUTION FINANCE
CANADA 




By: /s/ Charley Morrison

Name: Charley Morrison
                                               
Title: National Director, Risk Management  






{end of signatures} 


































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