FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
This Amendment is made to that certain Amended and Restated
Loan and Security Agreement between Gehl Company and its
subsidiaries/divisions including but not limited to Hedlund
Martin, Inc. and Gehl Power Products, Inc. (individually and
collectively, "Gehl Company") and Deutsche Financial Services
Corporation (formerly known as ITT Commercial Finance Corp.)
("DFS") dated as of October 1, 1994, as amended ("Agreement").
FOR VALUE RECEIVED, DFS and Gehl Company agree as follows:
1. All references in the Agreement to "ITT: will be deemed
to be references to "DFS".
2. Section 2.1(a) of the Agreement is hereby restated in
its entirety to read as follows:
"(a) `Maximum Line of Credit': In consideration of
Gehl Company's performance of its Obligations and
subject to Sections 3 and 4, DFS grants to Gehl
Company separate lines of credit of (a) SIXTY-
EIGHT MILLION FIVE HUNDRED THOUSAND UNITED STATES
DOLLARS ($68,500,000.00 U.S.) (the `U.S. Line'),
and (b) that 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 (the `Exchange Rate') SIX MILLION
FIVE HUNDRED THOUSAND UNITED STATES DOLLARS
($6,500,000.00 U.S.) (the `Canadian line') for the
period commencing on the execution of this
Agreement until December 31, 1997. Such lines of
credit 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
(for example: if on January 1, Gehl Company
borrowed $8,500,000 Canadian which at the time was
equivalent to $6,500,000 U.S., and on January 3,
the Exchange Rate changed such that $8,500,000
Canadian was then valued at $7,000,000 U.S., Gehl
Company will be deemed over-advanced by $500,000).
Any over-advance will be immediately repayable by
Gehl Company upon demand by DFS. In determining
credit available at any given time for U.S. Loans
pursuant to the provisions of Sections 3.2 and 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
Accounts, arising from sale 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, in
form and detail reasonably satisfactory to DFS,
separately identify Gehl Company's Accounts
payable in Canadian Dollars from those payable in
United States Dollars."
3. Section 2.1(b) of the Agreement is hereby restated in
its entirety to read as follows:
"(b) Supplemental Line of Credit. DFS grants to Gehl
Company a Supplemental Line of Credit in an amount
not to exceed Twenty Five Million Dollars
($25,000,000.00) of the U.S. Line."
4. The first sentence of Section 2.3 of the Agreement is
hereby restated in its entirety to read as follows:
"Gehl Company acknowledges that DFS may, in its sole
discretion, make any Canadian Loan by causing its
Canadian affiliate, Deutsche Financial Services Canada
Corporation, or any other affiliate of DFS ("DFS
Canada") to fund or make advances of such loans on DFS'
behalf, or to make or continue such Canadian Loans
directly."
All references in the Agreement to "ITT Canada" will be
deemed to be references to "DFS Canada".
5. Section 4.2 of the Agreement is hereby restated in its
entirety to read as follows:
"4.2 Available Credit. On receipt of each Inventory
Schedule and Retail Account Schedule, DFS will
credit Gehl Company at the following percentages
of the net amount of the Eligible Inventory and
Eligible Retail Accounts, respectively, listed in
such Schedule:
Finished Goods 75%
Service Parts 25%
Eligible Retail Accounts (except Eligible
Repurchased Retail Accounts) 75%
Eligible Repurchased Retail Accounts 50%
DFS will loan Gehl Company, on request, such
amounts so credited or a part thereof as provided
by the terms of Section 2.1 and this section;
provided, however, that (i) the outstanding
principal balance of all advances or loans made on
Eligible Repurchased Retail Accounts will at no
time exceed One Million Dollars ($1,000,000.00),
(ii) the aggregate outstanding principal balance
of all advances or loans made on Finished Goods
and Service Parts will at no time exceed Fourteen
Million Dollars ($14,000,000.00), and (iii) the
outstanding principal balance of all advances or
loans made on Eligible Retail Accounts (except
Eligible Repurchased Retail Accounts) will at no
time exceed Ten Million Dollars ($10,000,000.00).
No advances or loans need be made by DFS if Gehl
Company is in Default."
6. All other terms and provisions of the Agreement, to the
extent not inconsistent with the foregoing, are ratified and
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, Gehl Company and DFS have executed this
Amendment on this 10th day of May, 1995.
GEHL COMPANY
ATTEST: M. Mulcahy/s/ By: K.F. Kaplan/s/
Secretary Title: Vice President
HEDLUND MARTIN, INC.
ATTEST: M. Mulcahy/s/ By: K.F. Kaplan/s/
Secretary Title: Treasurer
GEHL POWER PRODUCTS, INC.
ATTEST: M. Mulcahy/s/ By: K.F. Kaplan/s/
Secretary Title: Treasurer
DEUTSCHE FINANCIAL SERVICES
CORPORATION
By: Thomas R. Meredith/s/
Title: Regional Vice President