-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fu3YeWOydApDzApb0elRW80M/cfs5R6VyH9QmO09hcL9I454i5aC35wcTtb0ph/a R72Uu92fqryNJAlNSxp3fg== 0000897069-08-001154.txt : 20080715 0000897069-08-001154.hdr.sgml : 20080715 20080715141653 ACCESSION NUMBER: 0000897069-08-001154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080711 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080715 DATE AS OF CHANGE: 20080715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEHL CO CENTRAL INDEX KEY: 0000856386 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 390300430 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33504 FILM NUMBER: 08952573 BUSINESS ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 BUSINESS PHONE: 2623349461 MAIL ADDRESS: STREET 1: 143 WATER STREET CITY: WEST BEND STATE: WI ZIP: 53095 8-K 1 cmw3630.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_________________

Date of Report  
(Date of earliest
event reported): July 11, 2008

Gehl Company
(Exact name of registrant as specified in its charter)

Wisconsin
01-33504
39-0300430
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

143 Water Street, West Bend, Wisconsin 53095
(Address of principal executive offices, including zip code)

(262) 334-9461
(Registrant's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement.

        On July 11, 2008, Gehl Company (the “Company”) amended the term of its existing asset securitization facility (the “2006 Securitization Facility”) with JPMorgan Chase Bank, N.A. and certain of its affiliates (“JPMorgan Chase”). Under the 2006 Securitization Facility, the Company may sell, through a revolving facility, retail and fleet installment sale contracts acquired from its U.S. dealers. The July 11, 2008 amendment extends the liquidity termination date of the 2006 Securitization Facility from July 11, 2008 to September 9, 2008 (the “Liquidity Termination Date”). The Liquidity Termination Date is the date each year the Company must renew the backup bank purchase commitment provided either by JPMorgan Chase or other investors. The Company remains in full compliance with all 2006 Securitization Facility covenants. The Company believes the 2006 Securitization Facility, as amended, remains an important component of its overall liquidity.

Item 9.01. Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

  (c) Not applicable.

  (d) Exhibits. The following exhibit is being filed herewith:

  (10.1) Amendment No. 6 to Receivables Purchase Agreement, dated as of July 11, 2008, among Gehl Funding II, LLC, the Company, Park Avenue Receivables Company, LLC and JPMorgan Chase Bank, N.A.






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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEHL COMPANY


Date:  July 15, 2008
By:  /s/ James J. Monnat
        James J. Monnat
        Vice President and Treasurer










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GEHL COMPANY

Exhibit Index to Current Report on Form 8-K
Dated July 11, 2008

Exhibit
Number

(10.1) Amendment No. 6 to Receivables Purchase Agreement, dated as of July 11, 2008, among Gehl Funding II, LLC, the Company, Park Avenue Receivables Company, LLC and JPMorgan Chase Bank, N.A.












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EX-10.1 2 cmw3630a.htm AMENDMENT NO. 6 TO RECEIVABLES PURCHASE AGMT.

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:

  “‘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 this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally.

        4.       Representations and Warranties of the Servicer. In order to induce the parties hereto to enter into this Amendment, the Servicer represents and warrants that:

        (a)       The representations and warranties of the Servicer set forth in Section 5.2 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 5.2 of the Agreement that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under this Section 4(a) shall be made as of such earlier date.

        (b)       The execution and delivery by the Servicer of this Amendment has been duly authorized by proper corporate proceedings of the Servicer and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general applicability affecting the enforcement of creditors’ rights generally.

        5.       Conditions Precedent. The amendments to the Agreement provided for hereunder shall become effective as of the date above first written upon the Agent’s receipt of counterparts of (i) this Amendment executed by the Seller, the Servicer and each Purchaser and (ii) the Second Amended and Restated Fee Letter dated the date hereof executed by the Seller, the Agent, Park Avenue Receivables Company, LLC and J.P. Morgan Securities Inc.

        6.       Ratification. The Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.

        7.       Reference to Agreement. From and after the effective date hereof, each reference in the Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement as amended by this Amendment.

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        8.       Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the preparation, execution and enforcement of this Amendment.

        9.       CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

        10.       Execution of Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

GEHL FUNDING II, LLC, as Seller


 
By:  /s/ James J. Monnat
        Name: James J. Monnat
        Title: Treasurer


 
GEHL COMPANY, as Servicer


 
By:  /s/ James J. Monnat
        Name: James J. Monnat
        Title: Vice President & Treasurer


 
PARK AVENUE RECEIVABLES COMPANY, LLC

 
By: JPMorgan Chase Bank, N.A., its attorney-in-fact


 
By:  /s/ Trisha Lesch
        Name: Trisha Lesch
        Title: Vice President


 
JPMORGAN CHASE BANK, N.A., as the sole Financial
Institution and as Agent


 
By:  /s/ Trisha Lesch
        Name: Trisha Lesch
        Title: Vice President



Signature Page to
Amendment No. 6 to Receivables Purchase Agreement

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