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AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGREEMENT
This AMENDMENT
NO. 6 TO RECEIVABLES PURCHASE AGREEMENT (this “
Amendment ”), dated as of July 11, 2008 is among GEHL
FUNDING II, LLC, a Delaware limited liability company (the “
Seller ”), GEHL COMPANY, a Wisconsin corporation, as
the Servicer (the “ Servicer ”), JPMORGAN CHASE
BANK, N.A., as the sole financial institution (the “
Financial Institution ”), PARK AVENUE RECEIVABLES
COMPANY, LLC (together with the Financial Institution, the “
Purchasers ”) and JPMORGAN CHASE BANK, N.A., as agent
(the “ Agent ”) for the Purchasers.
W I T N E S S E T H:
WHEREAS, the
Seller, the Servicer, the Purchasers and the Agent are parties to
that certain Receivables Purchase Agreement, dated as of March 15,
2006 (as amended, restated, supplemented or otherwise modified from
time to time, the “ Agreement ”); and
WHEREAS, the
parties hereto have agreed to amend the Agreement on the terms and
conditions set forth below;
NOW THEREFORE,
in consideration of the premises herein contained, and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Defined Terms . Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in
the Agreement.
2.
Amendments to the Agreement . Subject to the satisfaction of
the conditions precedent set forth in Section 5 below, the
Agreement is hereby amended as follows:
(a)
The definition of “ Applicable LIBO Margin ” is
hereby amended and restated in its entirety as follows:
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“‘ Applicable LIBO Margin ’ means
2.75%.” |
(b)
The definition of “ Liquidity Termination Date ”
set forth in Exhibit I to the Agreement is hereby amended to delete
the date “July 11, 2008” set forth therein and to
substitute such date with the date “September 9,
2008".
3.
Representations and Warranties of the Seller . In order to
induce the parties hereto to enter into this Amendment, the Seller
represents and warrants that:
(a) The
representations and warranties of Seller set forth in Section 5.1
of the Agreement, as hereby amended, are true, correct and complete
on the date hereof as if made on and as of the date hereof and
there exists no Amortization Event or Potential Amortization Event
on the date hereof, provided that in the case of any representation
or warranty in Section 5.1 of the Agreement that expressly relates
to facts in existence on an earlier date, the reaffirmation thereof
under this Section 3(a) shall be made as of such earlier
date.
(b) The
execution and delivery by the Seller of this Amendment has been
duly authorized by proper corporate proceedings of the Seller
and
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