ELEVENTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This Eleventh Amendment is made to that certain Amended and Restated Loan
and Security Agreement executed as of October 1, 1994 by and between Deutsche
Financial Services Corporation, f/k/a ITT Commercial Finance Corp ("DFS"),
Deutsche Financial Services Canada Corporation, a successor-in-interest to
Deutsche Financial Services, a division of Deutsche Bank Canada,
successor-in-interest to ITT Commercial Finance, a division of ITT Industries of
Canada Ltd., ("DFSC")(DFS and DFSC are hereinafter collectively referred to as
"DFS"), and Gehl Company ("Gehl") and its subsidiaries, including, but not
limited to, Hedlund Martin, Inc., Gehl Power Products, Inc., Mustang
Manufacturing Company, Inc., and Compact Equipment Attachments, Inc. (except as
otherwise specifically referenced, collectively "Gehl Company") as amended
("Agreement").
RECITALS
DFS and Gehl Company entered into the Agreement pursuant to which DFS is
providing financing to Gehl Company. DFS and Gehl Company wish to include
Compact Equipment Attachments, Inc. as a party to the Agreement, and to modify
the terms of such financing as set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, DFS and Gehl Company agree to amend the
Agreement as follows:
1. The Agreement is amended to add Compact Equipment Attachments, Inc.
("CEA") as a party to the Agreement, and to delete Mustang Finance, Inc. as a
party to the Agreement. By signing this Amendment: (a) CEA agrees to be a party
to the Agreement and to be bound and obligated to all of the terms of the
Agreement, which includes, but is not limited to, the grant of a security
interest to DFS in all Collateral of CEA; (b) CEA agrees to perform all of the
duties under the Agreement to the same extent as if it had been one of the
original parties to the Agreement; and (c) Gehl Company agrees to include CEA as
a party to this Agreement.
2. The definition of "Eligible Account" as set forth in Section 1.1 is
hereby deleted in its entirety and is restated as follows:
(e) "Eligible Account": any of the following, solely to the extent
that such Accounts do not otherwise constitute Ineligible Accounts:
(i) One hundred percent (100%) of the outstanding balance of
Accounts (excluding the Accounts of Compact Equipment
Attachments, Inc.) which arise from the sales of Finished Goods
which have aged not more than twelve (12) months from the
Original Invoice Date;
(ii) One hundred percent (100%) of the outstanding balance of
Accounts (excluding the Accounts of Compact Equipment
Attachments, Inc.) which arise from the sales of service parts
which require payment within thirty (30) days of the Original
Invoice Date and which are not more than ninety (90) days
delinquent ("Net Accounts");
(iii) Eighty percent (80%) of the outstanding balance of Accounts
(excluding the Accounts of Compact Equipment Attachments, Inc.)
which arise from the sales of Finished Goods which have aged more
than twelve (12) months, but not more than twenty-four (24)
months, from the Original Invoice Date, and to the extent that
said 12-24 month aged Accounts comprise thirty-five (35%) or less
of all Accounts;
(iv) Fifty percent (50%) of the outstanding balance of Accounts
(excluding the Accounts of Compact Equipment Attachments, Inc.)
which arise from sales or financing of Used Finished Goods,
having maturities of not more than six (6) months, and to the
extent current and not past due;
(v) One hundred percent (100%) of the outstanding balance of the
Accounts of Compact Equipment Attachments, Inc. which arise from
the sales of Finished Goods which have aged one hundred-twenty
(120) days or less from the Original Invoice Date; and
(vi) Ninety (90%) of the outstanding balance of the Accounts of
Compact Equipment Attachments, Inc. which arise from the sales of
Finished Goods which have aged more than one hundred twenty (120)
days, but not more than one hundred eighty (180) days, from the
Original Invoice Date.
3. The definition of "Eligible Inventory" as set forth in Section 1.1 is
hereby deleted in its entirety and is restated as follows:
"Eligible Inventory": One Hundred Percent (100%) of Gehl Company's
Finished Goods and Service Parts that are in the care, control and
custody of Gehl Company, and, with regard to the Finished Goods and
Service Parts owned by Compact Equipment Attachments, Inc., that are
in new, unused and undamaged condition."
4. The definition of "LIBOR Rate" as set forth in Section 1.1 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 Journal on: (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; provided, however, that any
interest rate charged under this Agreement will at no time be computed
on a LIBOR Rate of less than two percent (2%) per annum."
5. The definition of "Maturity Date" as set forth in Section 1.1 is hereby
deleted in its entirety and is restated as follows:
"Maturity Date": December 31, 2004
6. Section 2.1.2 of the Agreement is deleted in its entirety and restated
as follows:
"2.1.2 Charges. Gehl Company agrees to pay DFS in advance of each year
of this Agreement an annual "Credit Facility Fee" (sometimes also
referred to herein as a "charge") equal to the lesser of: (a)
Thirty-Five Thousand Dollars ($35,000); and (b) the highest charges
from time to time permitted by applicable law (and amounts received
from Gehl Company in excess of such highest permitted amount or rate
will be considered reductions of principal to the extent of such
excess). The Credit Facility Fee shall be due and payable on December
31 of the 2002 and 2003 calendar years for the subsequent calendar
year of this Agreement.
7. Section 2.1 [prior to Section 2.1(a)] is hereby deleted in its entirety
and is restated as follows:
"Credit Facility. In consideration of Gehl Company's performance of
its Obligations and subject to Sections 3 and 4, DFS grants to Gehl
Company an aggregate credit facility in the maximum amount of: (i)
Ninety Million Dollars ($90,000,000) through June 30, 2002; provided,
however, that DFS shall have no obligation to make advances to Gehl
Company under this Agreement if the outstanding indebtedness which
Gehl Company owes to DFS hereunder is Ninety Million United States
Dollars ($90,000,000.00 U.S.) for thirty (30) consecutive days; and
(ii) Seventy-Five Million United States Dollars ($75,000,000.00 U.S.)
after June 30, 2002 and until the Maturity Date (the "Credit
Facility"), which shall be available in the form as follows:"
8. The first sentence of Section 2.1(a) is hereby deleted in its entirety
and is restated as follows:
"(a) "Maximum Line of Credit": In consideration of Gehl Company's
performance of its Obligations and subject to Sections 2.1, 3 and 4,
DFS grants to Gehl Company separate lines of credit of: (i)
Eighty-Four Million Five Hundred Thousand United States Dollars
($84,500,000.00 U.S.) through June 30, 2002, and Sixty-Nine Million
Five Hundred Thousand United States Dollars after June 30, 2002 and
until the Maturity Date (the "U.S. Line"); and (ii) until the Maturity
Date, 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"), the sum of Five
Million Five Hundred Thousand United States Dollars ($5,500,000.00
U.S.) (the "Canadian Line")."
9. Section 2.1.1 of the Agreement is hereby deleted in its entirety and
restated to read as follows:
"Interest. Gehl Company agrees to pay interest to DFS, 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) Two
and One-Half Percent (2.50%) per annum if the LIBOR Rate for such
particular week is equal to or greater than Three and One-Half Percent
(3.5%); and (ii) Two and Sixty-Five One-Hundredths Percent (2.65%) if
the LIBOR Rate for such particular week is less than Three and
One-Half Percent (3.5%).
(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 (1) for December, 1995, one percent (1.0%) per annum, and
(2) on and after January 1, 1996, two and one-half percent (2.5%) per
annum."
10. The following is incorporated into Section 3.3 of the Agreement as if
fully set forth therein:
"(p) As to the Accounts of Compact Equipment Attachments, Inc. only,
any Accounts created from the sale of goods and services on
non-standard terms and/or that allow for payment to be made more than
one hundred-twenty (120) days from the date of sale;
(q) As to the Accounts of Compact Equipment Attachments, Inc. only,
any Accounts unpaid more than one hundred-eighty (180) days from the
date of invoice; or
(r) As to the Accounts of Compact Equipment Attachments, Inc. only,
all Accounts of any obligor with fifty percent (50%) or more of the
outstanding balance unpaid for more than one hundred-eighty (180) days
from the date of invoice."
11. The following is incorporated into Section 4.2 of the Agreement as if
fully set forth therein:
(iv) as to the Eligible Accounts of Compact Equipment Attachments,
Inc. only, the outstanding principal balance of all advances or loans
made on such Eligible Accounts will at no time exceed Two Million
Five-Hundred Thousand Dollars ($2,500,000.00).
12. The following is hereby incorporated into the Agreement as Section 10
as if fully set forth therein:
"Joint and Several Liability. Each Gehl Company is part of an
integrated family of companies, and, accordingly each Gehl Company
desires to have the availability of one common credit facility instead
of separate credit facilities, and each Gehl Company has requested
that DFS extend such common credit facility. Each Gehl Company
acknowledges that to secure the payment of the Obligations and to
secure the performance of all of the provisions under the Agreement,
DFS will rely upon a security interest in all Collateral of each Gehl
Company, even though the proceeds of any particular loan made
hereunder may not be advanced directly to such Gehl Company, and that
such Gehl Company will nevertheless benefit by the making of all such
loans by DFS and the availability of a single credit facility of a
size greater than each could independently warrant. The liability of
each Gehl Company for all amounts due and owing to DFS under this
Agreement shall be joint and several regardless of which Gehl Company
actually receives loans or other extensions of credit hereunder, or
the amount of such loans received, or the manner in which DFS accounts
for such loans or other extensions of credit on its books and records.
Each Gehl Company waives: (i) any right of contribution from any other
Gehl Company until all of the Obligations have been paid in full; (ii)
any right to require DFS to institute any action or suit or to exhaust
DFS' rights and remedies against any Collateral or any Gehl Company
before proceeding against such Gehl Company; and (iii) any obligation
of DFS to marshal any assets in favor of any Gehl Company. Each Gehl
Company consents that DFS may, without in any manner affecting such
Gehl Company's joint and several liability for any obligations to DFS:
(a) extend in whole or in part (by renewal or otherwise), modify,
accelerate, change or release any obligation of any other Gehl
Company; (b) sell, release, surrender, modify, impair, exchange,
substitute or extend the duration or the time for the performance or
payment of any and all Collateral or other property, of any nature and
from whomsoever received, held by DFS as security for the payment or
performance of any Obligations to DFS of any Gehl Company or any
obligations of any Gehl Company; and (c) settle, adjust or compromise
any of DFS' claims against such Gehl Company."
13. Exhibit "A" of the Agreement is modified by adding the following
location to Properties Owned by the Company:
1605 Country Road 45 North
Owatonna, Minnesota
14. All other terms and provisions of the Agreement, to the extent
consistent with the foregoing, remain unchanged and in full force and effect.
The terms of this Amendment will take effect on the date that this Amendment is
signed by all of the parties hereto.
IN WITNESS WHEREOF the duly authorized representatives of DFS, DFSC, and
Gehl Company have executed this Eleventh Amendment to Amended and Restated Loan
and Security Agreement as of this day ____ of March, 2002.
GEHL COMPANY HEDLUND MARTIN, INC.
By:___________________________ By:___________________________
Title:________________________ Title:________________________
GEHL POWER PRODUCTS, INC. MUSTANG MANUFACTURING COMPANY, INC.
By:___________________________ By:___________________________
Title:________________________ Title:________________________
COMPACT EQUIPMENT ATTACHMENTS,
INC.
By:___________________________
Title:________________________
DEUTSCHE FINANCIAL SERVICES DEUTSCHE FINANCIAL SERVICES CANADA
CORPORATION CORPORATION
By:___________________________ By:___________________________
Title:________________________ Title:________________________