NINTH AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
THIS NINTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
("Amendment") is entered into as of the 20th day of June, 2000 between
DEUTSCHE FINANCIAL SERVICES CORPORATION ("DFSC"), DEUTSCHE FINANCIAL SERVICES
a division of Deutsche Bank Canada ("DFS Canada") (DFSC and DFS Canada are
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 Mustang Finance, Inc.
(collectively with Gehl, "Gehl Company").
RECITALS:
A. DFS and Gehl Company entered into that certain Amended and Restated
Loan and Security Agreement dated as of October 1, 1994, as amended from time
to time (the "Agreement") pursuant to which DFS is providing financing to Gehl
Company.
B. DFS and Gehl Company wish to modify the terms of such financing as set
forth in this Amendment
AGREEMENT:
NOW, THEREFORE, for and in consideration of the foregoing and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, DFS and Gehl Company hereby agree to as follows:
1. Section 6.3 captioned "Financial Covenants" of the Agreement is
restated in its entirety as follows:
"6.3 Financial Covenants. Beginning December 31, 1999 and
continuing at all times thereafter, Gehl Company will maintain a
tangible Net Worth and Subordinated Debt in the combined amount of
not less than the sum of (a) FIFTY MILLION DOLLARS ($50,000,000.00),
and (b) a ratio of Debt to Tangible Net Worth and Subordinated Debt
of not more than three and six tenths to one (3.6:1). 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 and 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; (iv) 'Subordinated Debt' means all of
Gehl Company's indebtedness which is subordinated to the payment of
its liabilities to DFS by an agreement in form and substance
satisfactory to DFS. Gehl will report its Tangible Net Worth and Debt
to Tangible Net Worth ratio to DFS quarterly, in accordance with
Section 6.1(m)(2) of this Agreement. If Gehl Company violates any
of the foregoing financial covenants to DFS, the parties agree: (a)
that Gehl Company will pay interest to DFS, 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 DFS; (b) DFS may
elect in its sole discretion, to amend its eligibility formula of
and its advance rate against the Accounts; and (c) DFS may elect to
declare Gehl Company in default under this Agreement and exercise
any of DFS' rights pursuant to Section 7 of this Agreement"
2. Except as expressly modified hereby, the Agreement remains
unmodified and in full force and effect and the parties ratify and
confirm the Agreement as modified hereby. Gehl Company reaffirms
that the representations and warranties of Gehl Company as set forth
in the Agreement are true and correct as of the date of the
Agreement and as of the date of this Amendment. All terms defined
herein shall have the meanings defined herein for all purposes under
the Agreement. This Amendment shall be governed by the internal
laws of the state whose law governs the Agreement. This Amendment
may be executed in one or more counterparts, each of which shall be
deemed an original and all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, DFS and Gehl Company have executed this Amendment as
of the date and year first above written.
GEHL COMPANY HEDLUND MARTIN, INC.
By: /s/ Kenneth P. Hahn By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn Name: Kenneth P. Hahn
Title: Vice President Title: Treasurer
GEHL POWER PRODUCTS, INC. MUSTANG MANUFACTURING COMPANY, INC.
By: /s/ Kenneth P. Hahn By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn Name: Kenneth P. Hahn
Title: Treasurer Title: Vice President
MUSTANG FINANCE, INC.
By: /s/ Kenneth P. Hahn
Name: Kenneth P. Hahn
Title: Vice President
DEUTSCHE FINANCIAL SERVICES DEUTSCHE FINANCIAL SERVICES
CORPORATION a division of Deutsche Bank Canada
By: /s/ Thomas L. Meredith By: /s/ Wm. Blight
Name: Thomas L. Meredith Name: Wm. Blight
Title: President, Title: Senior Vice President
Wholesale Finance Group
