Exhibit 4.1  




THIRTEENTH AMENDMENT
to
AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT  



        This
THIRTEENTH 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 (“Gehl
Power Products”), COMPACT EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation
(“Compact Equipment Attachments”), HEDLUND-MARTIN, INC., a Pennsylvania
corporation (“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a Minnesota
corporation (“Mustang Manufacturing”) (separately and collectively,
“Borrower”) and GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION (formerly
Deutsche Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION FINANCE CANADA
INC. (formerly Deutsche Financial Services Canada Corporation) (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.    
          Joinder of Gehl Power Products, Inc., a South Dakota
          Corporation.  Borrower represents and warrants to Lender that Gehl
          Power Products was formed on December 29, 1997 and that Gehl Power Products,
          Inc., a Wisconsin corporation (“Gehl Power Products Wisconsin”), was
          dissolved on January 6, 1998. Borrower acknowledges and agrees that Gehl Power
          Products was intended to succeed to all of the interests and liabilities of Gehl
          Power Products Wisconsin and that this has been the understanding of the parties
          since the formation of Gehl Power Products and the dissolution of Gehl Power
          Products Wisconsin. Gehl Power Products hereby assumes all of the Obligations of
          Gehl Power Products Wisconsin under the Loan Agreement and the Other Agreements,
          as if Gehl Power Products had executed the Loan Agreement and the Other
          Agreements. Gehl Power Products hereby joins the Loan Agreement and the Other
          Agreements as a borrower and is included within the definition of “Gehl
          Company” under the Loan Agreement, and acknowledges and agrees that it is
          jointly and severally liable for all of the Obligations. To secure Gehl
          Company’s payment of the Obligations and to secure Gehl Company’s
          performance of all of the provisions under the Loan Agreement and the Other
          Agreements, Gehl Power Products hereby grants Lender a security interest in the
          Collateral. Gehl Power Products acknowledges that it has received a copy of the
          Loan Agreement and all of the Other Agreements. 












     4.    
          Correct Name of Mustang Manufacturing.  Borrower acknowledges
          and agrees that the true and correct name of Mustang Manufacturing is
          “Mustang Manufacturing Company, Inc.”. Mustang Manufacturing hereby
          ratifies the Loan Agreement and all of the Other Agreements, even though its
          name was incorrectly stated in certain amendments to the Loan Agreement and
          certain Other Agreements as “Mustang Manufacturing, Inc.” The parties
          acknowledge that any references in the Loan Agreement or the Other Agreements to
          “Mustang Manufacturing, Inc.” were scrivener’s errors and are
          deemed to be references to “Mustang Manufacturing Company, Inc.” 



     5.    
          Correct Name of Hedlund.  Borrower acknowledges and agrees that
          the true and correct name of Hedlund is “Hedlund-Martin, Inc.” Hedlund
          hereby ratifies the Loan Agreement and all of the Other Agreements, even though
          its name was incorrectly stated in certain amendments to the Loan Agreement and
          certain Other Agreements as “Hedlund Martin, Inc.” The parties
          acknowledge that any references in the Loan Agreement or the Other Agreements to
          “Hedlund Martin, Inc.” were scrivener’s errors and are deemed to
          be references to “Hedlund-Martin, Inc.” 



     6.    
          Correct Name of Compact Equipment Attachments.  Borrower
          acknowledges and agrees that the true and correct name of Compact Equipment
          Attachments is “Compact Equipment Attachments Inc.” Compact Equipment
          Attachments hereby ratifies the Loan Agreement and all of the Other Agreements,
          even though its name was incorrectly stated in certain amendments to the Loan
          Agreement and certain Other Agreements as “Compact Equipment Attachments,
          Inc.” The parties acknowledge that any references in the Loan Agreement or
          the Other Agreements to “Compact Equipment Attachments, Inc.” were
          scrivener’s errors and are deemed to be references to “Compact
          Equipment Attachments Inc.” 



     7.    
          Lender’s Name Change.  Borrower acknowledges and agrees
          that Deutsche Financial Services Corporation has changed its name to GE
          Commercial Distribution Finance Corporation and that all references in the Loan
          Agreement and the Other Agreements to “Deutsche Financial Services
          Corporation” or “ITT Commercial Finance Corp.” shall be deemed to
          be references to “GE Commercial Distribution Finance Corporation”.
          Borrower acknowledges and agrees that Deutsche Financial Services Canada
          Corporation has changed its name to GE Commercial Distribution Finance Canada
          Inc. and that all references in the Loan Agreement and the Other Agreements to
          “Deutsche Financial Services Canada Corporation” or “ITT
          Commercial Finance, a Division of ITT Industries of Canada, Inc.” shall be
          deemed to be references to “GE Commercial Distribution Finance Canada
          Inc.”. 



     8.    
          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. 



     9.    
          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. 




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     10.    
          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. 



     11.    
          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. 



     12.    
          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. 



     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.  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] 




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        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 
	








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	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 
	




















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