Exhibit 4.2  




FOURTEENTH AMENDMENT
to
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT  



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



Recitals:  



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






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






Amendment  



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



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



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



3.    Consent
to formation of Special Purpose Entity and Trust.  Borrower has advised
Lender that from time to time it intends to sell Retail Chattel Paper on a nonrecourse
basis to a special purpose entity owned by Gehl Company (the “SPC”). The SPC
will in turn, sell such Retail Chattel Paper, on a nonrecourse basis, to a special
purpose Delaware trust (the “Trust”). Notwithstanding the terms of Sections 6.1
and 6.2 of the Loan Agreement, the Lender hereby consent to the creation of the SPC and
the Trust. 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 Loan
Documents  












4.     Amendments    



     4.1.         Existing
Definitions.  The definition of “Eligible Retail           Accounts” and
the definition of “Eligible Repurchased Retail           Accounts” contained
therein as set forth in Section 1.1 of the Loan           Agreement are hereby deleted in
their entirety and are restated as follows:  



	 	
“‘Eligible
Retail Chattel Paper”: 100% of Gehl Company’s Retail Chattel Paper, and in each
case, which are not more than 90 days delinquent, extended more than once or extended for
more than 90 days, or which are in a non-accrual status or otherwise pledged or sold.” 






	 	
“‘Eligible
Repurchased Chattel Paper”: 100% of Gehl Company’s Repurchased Chattel Paper,
and in each case, which are not more than 90 days delinquent, extended more than once or
extended for more than 90 days, or which are in a non-accrual status or otherwise pledged
or sold.” 






The definition of “LIBOR
Rate” as set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and is restated as follows: 



	 	
“‘LIBOR
Rate shall mean for any calendar week commencing on Tuesday of such week, the London
Interbank Offered Rate (“LIBOR”) for one-month deposits for U.S. Loans, in U.S.
Dollars as published in The Wall Street Journalon:
(a) the Monday immediately preceding, or (b) if any such Monday is not a business day,
then on the business day immediately preceding such Monday.” 






The definition of “Maturity
Date” as set forth in Section 1.1 of the Loan Agreement is hereby deleted in its
entirety and is restated as follows: 



	 	
“‘Maturity
Date”:   December 31, 2007.” 






The definition of “Retail
Accounts” as set forth in Section 1.1 of the Loan Agreement is hereby is deleted and
replaced with the following: 



	 	
“‘Retail
Accounts”: Accounts arising from the sale of Finished Goods to Retail Customers or to
Dealers for the purpose of lease or rental to the Dealer’s customers.” 






The definition of “Repurchased
Retail Accounts” as set forth in the defined term “Retail Accounts” (prior
to amendment above) in Section 1.1 of the Loan Agreement is hereby deleted. 



The definition of “Retail
Chattel Paper” as set forth in Section 1.1 of the Loan Agreement is hereby deleted in
its entirety and is restated as follows: 



	 	
“‘Retail
Chattel Paper”: all of Gehl Company’s chattel paper arising from (i) Gehl
Company’s sale of Finished Goods to Dealers under installment sale contracts; (ii)
Dealer’s sale of Finished Goods to retail customers under installment sale contracts;
(iii) Gehl Company’s sale of Finished Goods to retail customers under installment
sale contracts; and (iv) and all Retail Accounts.” 






     4.2.     New
Definitions.  A new definition of “Imported OEM           Finished
Goods Inventory” is added to Section 1.1 of the Loan Agreement in
          alphabetical order as follows:  



	 	
“‘Imported
OEM Finished Goods Inventory” means new, whole serialized goods inventory from a
manufacturer, other then Gehl Company.” 







2 









A new defined term Repurchased
Chattel Paper is added to Section 1.1 of the Loan Agreement in alphabetical order as
follows: 



	 	
“‘Repurchased
Chattel Paper” means all chattel paper repurchased by Gehl Company from third party
creditors whom Gehl Company previously pledged or sold such chattel paper.” 






     4.3.     Retail
Accounts and Repurchased Retail Accounts.  All           references in the
Loan Agreement to “Retail Accounts” and           “Repurchased Retail
Accounts” are deleted and replaced with           “Retail Chattel Paper” and
“Repurchased Chattel Paper”,           respectively.  



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



     4.5.     Retail
Accounts Schedule.  All references in the Loan Agreement           to a
“Retail Accounts Schedule” are deleted and replaced with           “Retail
Chattel Paper Schedule”.  



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



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






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







3 











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






     4.7.     Interest.  Section
2.1.1 of the Loan Agreement is hereby           deleted in its entirety and restated to
read as follows:  



	 	
“2.1.1.
   Interest.  Gehl Company
agrees to pay interest to GECDF, payable as provided                     in Section 2.2,
on the average daily outstanding balance under the Credit                     Facility,
at a rate as follows:  






	 	
(A)
   U.S. Loans.   The unpaid
principal amount of the U.S. Loans shall bear                     interest for a
particular week at a rate per annum equal to the LIBOR Rate                     (Reserve
Adjusted) in effect for that week, plus (i) 2.50% per annum if
                    the LIBOR Rate for such particular week is equal to or greater than
3.50%; and                     (ii) 2.65% per annum if the LIBOR Rate for such particular
week is less than                     3.50%.  






	 	
(B)
   Canadian Loans.   The
unpaid principal amount of the Canadian Loans shall                     bear interest for
a particular week at a rate per annum equal to the                     Bankers’ Acceptance
Rate (Reserve Adjusted) in effect for that week, plus 2.50% per annum.” 






     4.8.     Facility
Fee.  The last sentence of Section 2.1.2 of the Loan           Agreement is
deleted in its entirety and replaced with the following:  



	 	
“The
Credit Facility Fee shall be due and payable on December 31 2004, December 31 2005, and
December 31 2006. Once paid, the Credit Facility Fee shall be deemed to be fully earned
by GECDF and nonrefundable under any circumstances. The Credit Facility Fee is part of
the Obligations and is secured by all of the Collateral. GECDF may make an advance to pay
itself the Credit Facility Fee.” 






     4.9.     Available
Credit.  Section 3.2 of the Loan Agreement is deleted           in its
entirety and replaced with the following:  



	“ 	3.2.
    Available Credit.   On
receipt of each Schedule, or as otherwise requested by                     Gehl Company,
subject to the limitations contained in this Agreement, GECDF will
                    credit Gehl Company, under the U.S. Line with (a) 85% of the value of
Imported                     OEM Finished Goods Inventory, (b) 80% of the net amount of
the Eligible Accounts                     including foreign Eligible Accounts listed in
such Schedule, excluding Net                     Accounts, and (c) 50% of the net amount
of Net Accounts listed in such Schedule,                     and remit to Gehl Company,
in immediately available funds, an amount equal to                     Gehl Company’s
loan request up to the Maximum Line of Credit, in accordance                     with the
electronic transfer instructions contained in this Agreement; provided,
                    however that (A) the outstanding principal balance of all advances or
loans made                     on Net Accounts at no time will exceed Five Million
Dollars ($5,000,000), and                     (B) the outstanding principal balance of
all loans made on foreign Eligible                     Accounts which are insured by a
policy in form and substance and issued by an                     insurer acceptable to
GECDF will at no time exceed Five Million Dollars                     ($5,000,000). GECDF
will loan Gehl Company, on request, such amounts so credited                     or a
part thereof as requested provided that at no time will such outstanding
                    loans exceed Gehl Company’s Maximum Line of Credit. If Gehl
Company is in                     Default, then GECDF, may in its sole and absolute
discretion, choose to no                     longer make advances or loans to Gehl
Company. Gehl Company acknowledges that                     any advances or loans made on
Net Accounts or foreign Eligible Accounts will be                     deemed to be made
under the U.S. Line.”







4 









     4.10.     Eligible
Accounts: Available Credit.  Section 4.2 of the Loan           Agreement is
deleted in its entirety and replaced with the following:  



	 	
“4.2   
Available Credit.  On receipt of each Inventory Schedule and Retail Chattel Paper
Schedule, subject to the limitations contained in this Agreement, GECDF will credit Gehl
Company at the following percentages of the net amount of the Eligible Inventory and
Eligible Retail Chattel Paper, respectively, listed in such Schedules for eligibility
under the Supplemental Line of Credit:  






	 	1.	Finished
Goods (non-imported OEM): 75% 






	 	2.	Intentionally
Omitted. 






	 	3.	Service
Parts : 25% 






	 	4. 	Eligible
Retail Chattel Paper (except Eligible Repurchased Chattel Paper): 75%                up
to $10,000,000 






	 	5. 	Eligible
Repurchased Chattel Paper: 50% up to $1,000,000 






	 	
provided
however: at no time shall the availability of items 1 and 3 exceed $14,000,000. If Gehl
Company is in Default, then GECDF, may in its sole and absolute discretion, choose to no
longer make advances or loans to Gehl Company.” 






     4.11.     Financial
Covenants.  Section 6.3 of the Loan Agreement is           deleted in its
entirety and replaced with the following:  



	 	
“6.3   
Financial Covenants.   Beginning January 1, 2004, and continuing at all times
thereafter, Gehl Company will maintain, on a consolidated basis, a Tangible Net Worth and
Subordinated Debt in the combined amount of not less than the sum if (a) FIFTY FIVE
MILLION DOLLARS ($55,000,000.00), and (b) a ratio of Debt to Tangible Net Worth and
Subordinated Debt of not more than 3.00 to 1.00. For purposes of this Section: (i)
“Debt” means the total sum of all creditor claims against Gehl Company
minus Subordinated Debt; (ii) “Tangible Net Worth” means the net book
value of assets less liabilities determined on a consolidated basis in accordance with
generally accepted accounting principles (“GAAP”) consistently applied,
excluding from such assets all Intangibles; (iii) “Intangibles” means and
includes general intangibles (as that term is defined in the Uniform Commercial Code),
accounts receivable from officers, directors and stockholders, and affiliated companies,
leasehold improvements net of depreciation, licenses, good will prepaid expenses,
covenants not to compete, the excess of cost over book value of acquired assets, franchise
fees, organizational costs, finance reserves held for recourse obligations, capitalized
research and development costs, the categories of assets listed on Exhibit C attached
hereto which are marked as “intangible,” and such similar intangible assets
under GAAP; and (iv) “Subordinated Debt” means all of Gehl Company’s
indebtedness which is subordinated to the payment of its liabilities to GECDF by an
agreement in form and substance satisfactory to GECDF. Gehl will report its Tangible Net
Worth and Debt to Tangible Net Worth ratio to GECDF quarterly, in accordance with Section
6.1(m)(2) of this Agreement. If Gehl Company violates any of the foregoing financial
covenants to GECDF, the parties agree: (a) that Gehl Company will pay interest to GECDF,
payable as provided in Section 2.1, on the average daily outstanding balance under the
Credit Facility, at a rate that is the lesser of: (i)(A) in the case of U.S. loans, four
and one-half (4.5%) per annum higher than the U.S. LIBOR Rate then in effect, (B) in the
case of Canadian Loans, five percent (5.0%) per annum higher than the Banker’s
Acceptance Rate then in effect, and (ii) the highest rate from time to time permitted by
applicable law from the time when Gehl Company violates any of the financial covenants
until such time as Gehl Company has cured its violation of its financial covenants to
GECDF; (b) GECDF may elect in its sole discretion, to amend it eligibility formula of and
its advance rate against the Accounts; and (c) GECDF may elect to declare Gehl Company in
default under this Agreement and exercise any of GECDF’ rights pursuant to Section
7 of this Agreement.” 







5 









     5.    
          Reference to Lender.  All references to “ITT” or
          “DFS” shall be deemed to be “GECDF” and all references are
          amended to reflect such change. 



     6.    
          Effect of Amendment.  The execution, delivery and effectiveness
          of this Amendment shall not operate as a waiver of any right, power or remedy of
          Lender under the Loan Agreement or any of the Other Agreements, nor constitute a
          waiver of any provision of the Loan Agreement, any of the Other Agreements or
          any existing Default, nor act as a release or subordination of the security
          interests of Lender. Each reference in the Loan Agreement to “the
          Agreement”, “hereunder”, “hereof”, “herein”,
          or words of like import, shall be read as referring to the Loan Agreement as
          amended by this Amendment. 



     7.    
          Representations and Warranties.  Borrower hereby represents and
          warrants to Lender as of the date hereof that (i) this Amendment has been
          duly authorized by Borrower’s Board of Directors pursuant to authority duly
          granted by Borrower’s Board of Directors, (ii) no consents are
          necessary from any third parties for Borrower’s execution, delivery or
          performance of this Amendment which have not been obtained, (iii) this
          Amendment constitutes the legal, valid and binding obligation of Borrower
          enforceable against Borrower in accordance with its terms except as the
          enforcement thereof may be limited by bankruptcy, insolvency or other laws
          related to creditors rights generally or by the application of equity
          principles, (iv) all of the representations and warranties contained in the
          Loan Agreement are true and correct in all material respects with the same force
          and effect as if made on and as of the date of this Amendment, except that with
          respect to the representations and warranties made regarding financial data in
          the Loan Agreement, such representations and warranties are hereby made with
          respect to the most recent financial statements and the other financial data (in
          the form required by the Loan Agreement) delivered by Borrower to Lender, and
          (v) there exists no Default under the Loan Agreement. 



     8.    
          Reaffirmation.  Borrower hereby acknowledges and confirms that
          (i) the Other Agreements remain in full force and effect, (ii) the
          Loan Agreement is in full force and effect, (iii) Borrower has no defenses
          to its obligations under the Loan Agreement and the Other Agreements,
          (iv) the security interests of Lender secure all the Obligations under the
          Loan Agreement as amended by this Amendment and the Other Agreements, continue
          in full force and effect and have the same priority as before this Amendment,
          and (v) Borrower has no claim against Lender arising from or in connection
          with the Loan Agreement or the Other Agreements. Any and all such claims against
          Lender are forever discharged, released and waived by Borrower. 






6 










     9.    
          Governing Law.  This Amendment has been executed and delivered
          in St. Louis, Missouri, and shall be governed by and construed under the
          laws of the State of Missouri without giving effect to choice or conflicts of
          law principles thereunder. 



     10.    
          Section Titles.  The section titles in this Amendment are
          for convenience of reference only and shall not be construed so as to modify any
          provisions of this Amendment. 



     11.    
          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. 



     12.    
          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. 



     13.    
          Statutory Notice.  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. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING
OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN
THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. 	 






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



[signature pages
follow] 










7 













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




	GEHL COMPANY


	
	By:   	/s/  Kenneth P. Hahn
	
	Name:   	Kenneth P. Hahn
	
	Title:   	Vice President 
	










	GEHL POWER PRODUCTS, INC.


	
	By:   	/s/  Kenneth P. Hahn
	
	Name:   	Kenneth P. Hahn
	
	Title:   	Vice President 
	







	COMPACT EQUIPMENT ATTACHMENTS INC.


	
	By:   	/s/  Kenneth P. Hahn
	
	Name:   	Kenneth P. Hahn
	
	Title:   	Vice President 
	







	HEDLUND-MARTIN, INC.


	
	By:   	/s/  Kenneth P. Hahn
	
	Name:   	Kenneth P. Hahn
	
	Title:   	Vice President 
	








	MUSTANG MANUFACTURING COMPANY, INC.


	
	By:   	/s/  Kenneth P. Hahn
	
	Name:   	Kenneth P. Hahn
	
	Title:   	Vice President 
	








4 














	GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION


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








	GE COMMERCIAL DISTRIBUTION FINANCE CANADA INC.


	
	By:   	/s/  W.C. Blight
	
	Name:   	W.C. Blight
	
	Title:   	Senior Vice President 
	




















9