SIXTEENTH AMENDMENT TO AMENDED AND RESTATED LOAN
AND SECURITY AGREEMENT
This SIXTEENTH
AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of December 31, 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
(successor in interest to Deutsche Financial Services Corporation)
and GE COMMERCIAL DISTRIBUTION FINANCE CANADA INC. (successor in
interest to Deutsche Financial Services Canada Corporation)
(herein, separately and collectively,
“Lender”).
RECITALS
A.
Borrower and Lender (or their respective predecessors in interest)
are parties 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”).
B.
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.
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 and agree 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, any of the Other
Agreements or 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 written above if this Amendment has
been duly executed by all parties hereto.
3.
Amendments to Loan Agreement
.
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 period
March 1, 2004 through and including February 28, 2005, the amount
referenced in this sentence shall be $90,000,000 (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 period
March 1, 2004 through and including February 28, 2005, the amount
referenced in this sentence shall be $90,000,000 (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 pr |
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