FIFTEENTH AMENDMENT
to
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This
FIFTEENTH AMENDMENT to AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this “Amendment”) is entered into as of
September 21, 2004, by and among GEHL COMPANY, a Wisconsin
corporation, GEHL POWER PRODUCTS, INC., a South Dakota corporation,
COMPACT EQUIPMENT ATTACHMENTS INC., a Wisconsin corporation,
HEDLUND-MARTIN, INC., a Pennsylvania corporation
(“Hedlund”), and MUSTANG MANUFACTURING COMPANY, INC., a
Minnesota corporation (herein, separately and collectively,
“Borrower” or “Gehl Company”) and GE
COMMERCIAL DISTRIBUTION FINANCE CORPORATION (formerly Deutsche
Financial Services Corporation) and GE COMMERCIAL DISTRIBUTION
FINANCE CANADA INC. (formerly Deutsche Financial Services Canada
Corporation) (herein, separately and collectively,
“Lender”).
Recitals :
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A.
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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”).
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B.
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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
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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. Amendments
3.1. Maximum Line of
Credit. The lead-in to Section 2.1, Section 2.1(a)
and Section 2.1(b) are each hereby deleted in their entirety and
are restated as follows:
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“ 2.1.
Credit Facility . In
consideration of Gehl Company’s performance of its
obligations and subject to Sections 3 and 4 of this Agreement, and
subject to the other terms and provisions of this Agreement, GECDF
grants to Gehl Company until the Maturity Date, an aggregate credit
facility in the maximum amount of $75,000,000, provided, however
from and including the period March 1 through and including July 15
of each calendar year during the term of this Agreement, the amount
referenced in this sentence shall be $90,000,000, and provided
further, however, for the 2004 calendar year, the foregoing period
shall be March 1, 2004 through and including December 31, 2004 (the
“Credit Facility”), which shall be available in the
form as follows:
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(a)
Maximum Line of
Credit. In consideration
of Gehl Company’s performance of its Obligations and subject
to Sections 3 and 4 hereof and the other terms and provisions of
this Agreement, GECDF grants to Gehl Company, until the Maturity
Date, a line of credit of $75,000,000 which shall include the
outstanding loans and advances under the Canadian Line, provided,
however from and including the period March 1 through and including
July 15 of each calendar year during the term of this Agreement,
the amount referenced in this sentence shall be $90,000,000, and
provided further, however, for the 2004 calendar year, the
foregoing period shall be March 1, 2004 through and including
December 31, 2004 (the “U.S. Line”). The U.S. Line
shall be subject to the limitations contained in this Agreement.
GECDF shall make available to Gehl Company a sub-limit from the
U.S. Line of a 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, or any successor thereto (the
“Exchange Rate”) $5,500,000 (the “Canadian
Line”) for the period commencing on the execution of this
Agreement until the Maturity Date which shall be subject to the
limitations in Section 3.2 with respect Eligible Accounts payable
in Canadian Dollars and Net Accounts payable in Canadian Dollars.
The U.S. Line of Credit, with the sub-limit of the Canadian Line,
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 (by way of example
only: if on January 1, Gehl Company borrowed $CN7,500,000 which at
the time was equivalent to $5,500,000, and on January 3, the
Exchange Rate changed such that $CN7,500,000 was then valued at
$6,000,000, Gehl Company will be deemed over-advanced by $500,000).
Any over-advance will be immediately repayable by Gehl Company upon
demand by GECDF. In determining credit available at any given time
for U.S. Loans pursuant to the provisions of Section 3.2 or 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 Chattel Paper arising from sales 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 be in form and
deta
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