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
provisions of Section
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