POLARIS INC. THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT




Dated as of December 18, 2024
To the Holders of the Notes
of Polaris Inc.
Ladies and Gentlemen:
Reference is made to the Master Note Purchase Agreement, dated as of July 2, 2018, by and among Polaris Inc. (formerly known as Polaris Industries Inc.), a Delaware corporation (the “Company”), and the Purchasers listed in Schedule A attached thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Note Purchase Agreement”), pursuant to which the Company issued its $350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028 (as may be amended, restated, supplemented or otherwise modified from time to time, collectively, the “Notes”). You are referred to herein individually as a “Holder” and collectively as the “Holders.” The Existing Note Purchase Agreement, as modified by this Third Amendment to Master Note Purchase Agreement (this “Amendment Agreement”) and as may be further amended, restated, supplemented or otherwise modified from time to time, is referred to herein as the “Note Purchase Agreement.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Existing Note Purchase Agreement.
In consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the undersigned Holders agree as follows:
1.AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT
Subject to the terms and conditions contained herein and in reliance on the representations and warranties of the Company contained herein, effective upon satisfaction of the conditions precedent contained in Section 3 below, the Existing Note Purchase Agreement is hereby amended in its entirety (including Schedule B and Schedule 10.4 but excluding all other Schedules and all Exhibits) as set forth on Exhibit A hereto. In addition, all references to “Polaris Industries Inc.” in Schedule A to the Existing Note Purchase Agreement are hereby replaced with “Polaris Inc.”.


2.REPRESENTATIONS AND WARRANTIES
To induce the Holders to enter into this Amendment Agreement and to consent to the amendments set forth in Section 1 above, the Company represents and warrants to each of the Holders that as of the date hereof and as of the Amendment Effective Date:
2.1No Default or Event of Default. No event has occurred and no condition exists that, as of the date hereof or as of the Amendment Effective Date, would constitute a Default or Event of Default.
2.2Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Amendment Agreement and to perform the provisions hereof.
2.3Authorization, etc. This Amendment Agreement and the Existing Note Purchase Agreement as amended hereby have been duly authorized by all necessary corporate action on the part of the Company, and each of this Agreement and the Existing Note Purchase Agreement as amended hereby constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
2.4Compliance with Laws, Other Instruments, etc. The execution, delivery and performance by the Company of this Amendment Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.
2.5Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Amendment Agreement.
2.6Disclosure. This Amendment Agreement and the documents, certificates or other writings delivered to the Holders by or on behalf of the Company in connection herewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the
2

documents, certificates or other writings delivered to the Holders by or on behalf of the Company.
2.7No Fees. Except for the (a) amendment fees expressly set forth in each of the Credit Agreement Amendment (as defined below) and (b) arranger fees being paid to U.S. Bank National Association in connection with the Credit Agreement Amendment, neither the Company nor any of its Affiliates is paying any fee or giving any other consideration for the execution and delivery of any amendment and/or waiver to any other agreement or instrument evidencing any Indebtedness, including but not limited to the Credit Agreement, to which either the Company or any such Affiliate is a party which are similar to this Amendment Agreement.
2.8Representations and Warranties of the Company in the Amendment Agreement. The representations and warranties contained in Section 5 of the Amendment Agreement (other than Sections 5.3(a), 5.4, 5.5 and 5.15) are true and correct in all material respects on the date hereof as if made on such date, except (a) to the extent that any of such representations or warranties were specifically made as of an earlier date, in which case the applicable such representation or warranty was true and correct in all material respects as of such earlier date and (b) that references therein to “this Agreement” shall mean the Existing Note Purchase Agreement as amended hereby.
3.AMENDMENT EFFECTIVE DATE
The amendments in Section 1 above shall become effective as of the date on which each of the following conditions precedent has been satisfied in full (the “Amendment Effective Date”):
3.1Execution and Delivery of the Amendment Agreement. The Holders of all of the aggregate principal amount of the Notes outstanding shall have executed and delivered this Amendment Agreement and the Holders shall have received a counterpart of this Amendment Agreement duly executed and delivered by the Company.
3.2Representations and Warranties True. The representations and warranties set forth in Section 2 hereof shall be true and correct on and as of the Amendment Effective Date.
3.3Amendment to Credit Agreement. The Company shall have delivered to the Holders a complete executed copy of that certain Amendment No. 8 to Fourth Amended and Restated Credit Agreement, dated as of the date hereof (the “Credit Agreement Amendment”), by and among the Company, U.S. Bank National Association, acting as administrative agent, and the lenders party thereto, such amendment to be in form and substance reasonably satisfactory to the Required Holders, and the conditions to the effectiveness thereof shall have been satisfied or waived.
3.4Fees and Expenses. The Company shall have paid all reasonable fees, costs and expenses of counsel to the Holders incurred in connection with the preparation and delivery of this Amendment Agreement, and any other documents prepared in connection herewith and the transactions contemplated hereby.
3.5Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Amendment Agreement and all documents and instruments incidental to such transactions shall be satisfactory to the Holders and their special counsel, and the Holders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Holders or such special counsel may reasonably request.
3

4.MISCELLANEOUS
4.1Fees and Expenses. The Company agrees to pay and reimburse the Holders for all of their reasonable, costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred in connection with the preparation and delivery of this Amendment Agreement, and any other documents prepared in connection herewith and the transactions contemplated hereby, whether or not this Third Amendment to Master Note Purchase Agreement become effective.
4.2Continuing Effect; No Other Amendments or Consents; Confirmation.
(a)Except as expressly provided herein, all of the terms and provisions of the Existing Note Purchase Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Existing Note Purchase Agreement as specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Required Holders’ willingness to consent to any action requiring consent under any other provisions of the Existing Note Purchase Agreement or the same subsection for any other date or time period. On and after the Amendment Effective Date, each reference in the Note Purchase Agreement and in other documents describing or referencing the Note Purchase Agreement to the “Agreement,” “Note Purchase Agreement,” “hereunder,” “hereof,” “herein,” or words of like import referring to the Note Purchase Agreement, and each reference in the other documents to “Note Purchase Agreement,” “thereunder,” “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Existing Note Purchase Agreement as amended hereby.
(b)This Amendment Agreement shall not extinguish the obligations outstanding under the Note Purchase Agreement or any other document, agreement or instrument executed and/or delivered in connection therewith. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Note Purchase Agreement or any other document, agreement or instrument executed and/or delivered in connection therewith, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Amendment Agreement, the Note Purchase Agreement or any other document, agreement or instrument executed and/or delivered in connection therewith or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Company from any of its obligations and liabilities as the “Company” under the Note Purchase Agreement or any other document, agreement or instrument executed and/or delivered in connection therewith. Each of the Note Purchase Agreement and any other document, agreement or instrument executed and/or delivered in connection therewith shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or in connection herewith.
(c)The Company hereby expressly acknowledges the terms of this Amendment Agreement and reaffirms, confirms and ratifies, as of the date hereof, the obligations pursuant to the Note Purchase Agreement and any other document, agreement or instrument executed and/or delivered in connection therewith, which, in each case, shall continue in full force and effect and shall extend to and include the liabilities and obligations hereunder. The execution of this Amendment Agreement shall not operate as a waiver of any right, power or remedy of the Holders, constitute a waiver of any provision of the Note Purchase Agreement and any other document, agreement or instrument executed and/or delivered in connection therewith or serve to effect a novation of the obligations under the Note Purchase Agreement and any other document, agreement or instrument executed and/or delivered in connection therewith.
4

4.3Binding Effect. All covenants and other agreements contained in this Amendment Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.
4.4Governing Law. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
4.5Jurisdiction; Waiver of Jury Trial.
(a)The Company irrevocably submits to the non exclusive jurisdiction of any New York state or Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Amendment Agreement. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b)THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AMENDMENT AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.
4.6Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
4.7E-Signature. The parties to this Amendment Agreement agree to electronic contracting and signatures with respect to this Amendment Agreement and the other documents executed in connection herewith. Delivery of an electronic signature to, or a signed copy of, this Amendment Agreement and such other documents by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originals and shall be admissible into evidence for all purposes. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment Agreement and the other documents shall be deemed to include electronic signatures, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
[Signature Pages Follow]
5

IN WITNESS WHEREOF, the Company and the undersigned Holders have caused this Amendment Agreement to be executed and delivered by their respective officer or officers thereunto duly authorized.
POLARIS INC.


By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇                                     
Name:    ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title:    Chief Executive Officer and Executive
Vice President of Finance and Corporate Development


HOLDERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUDENTIAL LEGACY INSURANCE COMPANY OF NEW JERSEY
By:PGIM, Inc., as investment manager
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President

PENSIONSKASSE DES BUNDES PUBLICA
By:PGIM Private Capital Limited, as Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Director

COMPANION LIFE INSURANCE COMPANY
MUTUAL OF OMAHA INSURANCE COMPANY
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:PGIM Private Placement Investors, L.P. (as Investment Advisor)
By:PGIM Private Placement Investors, Inc. (as its General Partner)
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President

THE GIBRALTAR LIFE INSURANCE CO., LTD.
By:PGIM Japan Co., Ltd., as Investment Manager
By:PGIM, Inc., as Sub-Adviser
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President

Signature Page to Amendment to 2018 Master Note Purchase Agreement

METLIFE INSURANCE KK
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

METROPOLITAN LIFE INSURANCE COMPANY
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

BRIGHTHOUS LIFE INSURANCE COMPANY
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Signature Page to Amendment to 2018 Master Note Purchase Agreement

Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory
EMPLOYERS REASSURANCE CORPORATION
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

ZURICH AMERICAN INSURANCE COMPANY
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

PENSION AND SAVINGS COMMITTEE, ON BEHALF OF THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

TRANSATLANTIC REINSURANCE COMPANY
By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

RSUI INDEMNITY COMPANY
Signature Page to Amendment to 2018 Master Note Purchase Agreement

By:MetLife Investment Management, LLC, its Investment Manager
By:/s/ ▇▇▇▇▇▇ ▇▇
Name:▇▇▇▇▇▇ ▇▇
Title:Authorized Signatory

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
RELIASTAR LIFE INSURANCE COMPANY
By:Voya Investment Management LLC, as Agent
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:Senior Vice President

ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TRINITY UNIVERSAL INSURANCE COMPANY
By:Voya Investment Management Co. LLC, as Agent
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:Senior Vice President

VOYA PRIVATE CREDIT TRUST FUND
By:Voya Investment Trust Co., as Trustee
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name:▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title:Senior Vice President


Signature Page to Amendment to 2018 Master Note Purchase Agreement

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By:Barings LLC as Investment Adviser
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇▇
Title:Managing Director

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
By:Barings LLC as Investment Adviser
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇
Name:▇▇▇▇▇ ▇▇▇▇▇
Title:Managing Director


Signature Page to Amendment to 2018 Master Note Purchase Agreement

EXHIBIT A TO AMENDMENT NO. 3
TO MASTER NOTE PURCHASE AGREEMENT
POLARIS INC.


_________

MASTER NOTE PURCHASE AGREEMENT
_________




Dated as of July 2, 2018

Initial Issuance of
$350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028
SERIES 2018 PPN: 731068 B*2

TABLE OF CONTENTS

Page


-i-


Page


-ii-


Page


-iii-


Page



-iv-



SCHEDULE A--Information Relating to Purchasers
SCHEDULE B--Defined Terms
SCHEDULE 5.3--Disclosure Materials
SCHEDULE 5.4--Subsidiaries; Affiliates
SCHEDULE 5.5--Financial Statements
SCHEDULE 5.14--Use of Proceeds
SCHEDULE 5.15--Existing Indebtedness
SCHEDULE 10.4--Liens
EXHIBIT 1.1--Form of Series 2018 Note
EXHIBIT 1.2--Form of Supplement
EXHIBIT 1.3--Form of Subsidiary Guaranty
EXHIBIT 4.4(a)--Form of Opinions of Counsel for the Company
EXHIBIT 4.4(b)--Form of Opinion of Special Counsel for the Purchasers

- v -

POLARIS INC.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
$350,000,000 4.23% Senior Notes, Series 2018, due July 3, 2028
Dated as of July 2, 2018
TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:
Ladies and Gentlemen:
POLARIS INC., a Delaware corporation (the “Company”), agrees with you as follows:
1.AUTHORIZATION OF NOTES.
1.1Description of Notes to be Initially Issued.
The Company has authorized the issue and sale of $350,000,000 aggregate principal amount of its 4.23% Senior Notes, Series 2018, due July 3, 2028 (the “Series 2018 Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13 of this Agreement). The Series 2018 Notes shall be substantially in the form set out in Exhibit 1.1, with such changes therefrom, if any, as may be approved by you and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.
1.2Additional Series of Notes.
In addition to the issuance and sale of the Series 2018 Notes, the Company may, in its sole and absolute discretion, from time to time issue and sell one or more additional series of notes pursuant to this Agreement (the “Additional Notes” and together with the Series 2018 Notes, the “Notes”), provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $500,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (a “Supplement”) in substantially the form of Exhibit 1.2, and will be subject to the following terms and conditions:
(a)the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;
(b)each series of Additional Notes may consist of different and separate tranches and may differ as to outstanding principal amounts, maturity dates, interest rates


and premiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;
(c)all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and shall constitute Senior Funded Debt;
(d)each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory or optional prepayments, if any, on the dates and with the make-whole amounts, premiums or breakage amounts, if any, as are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or, subject to Section 1.2(e), other terms and provisions as shall be specified in such Supplement;
(e)any additional or more restrictive covenants, Defaults, Events of Default, rights or similar provisions that are added by a Supplement for the benefit of the series of Notes to be issued pursuant to such Supplement shall apply to all outstanding Notes, whether or not the Supplement so provides; and
(f)except to the extent provided in foregoing clause (d), all of the provisions of this Agreement shall apply to all Additional Notes.
1.3Subsidiary Guaranty.
The payment by the Company of all amounts due on or in respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by the Subsidiary Guarantors pursuant to the Subsidiary Guaranty in substantially the form of the attached Exhibit 1.3, as it may be amended or supplemented from time to time (the “Subsidiary Guaranty”).
1.4Additional Interest.
(a)If the Leverage Ratio exceeds 3.00 to 1.00 as of the date of any fiscal quarter end pursuant to the terms of Section 10.1, as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the interest rate payable on the Notes shall be increased by (i) (A) 0.25% for any period that the Leverage Ratio exceeds 3.00 to 1.00 but is less than or equal to 3.50 to 1.00, (ii) 0.75% for any period that the Leverage Ratio exceeds 3.50 to 1.00 but is less than or equal to 4.00 to 1.00 and (iii) 1.25% for any period that the Leverage Ratio exceeds 4.00 to 1.00 (collectively clauses (i), (ii) and (iii), the “Leverage Incremental Interest”) for a period of time determined as follows: (a) such Leverage Incremental Interest shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and (b) shall continue to accrue until the Company has provided an Officer’s Certificate pursuant to Section 7.2(a) demonstrating that, as of the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Leverage Ratio is not more than 3.00 to 1.00, and in the event such Officer’s Certificate is delivered, the Leverage Incremental Interest shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. For the avoidance of doubt, (i) if an Officer’s Certificate is not delivered on the day it is due in accordance with Section 7.2(a), then Leverage Incremental Interest shall accrue and be determined as if the Leverage Ratio exceeds 4.00 to 1.00 as of the last day of the fiscal quarter in respect of
2

which such Officer’s Certificate was due and such Leverage Incremental Interest shall continue to accrue at such rate until the next date of determination for the following period, and (ii) in no event shall the Leverage Incremental Interest for any period exceed 1.25%.
(b)In addition to any Leverage Incremental Interest Rate, if at any time the Company fails to have an Investment Grade Rating, the interest rate payable on the Notes shall be increased by (i) 0.75% for any period that the Leverage Ratio is less than or equal to 3.00 to 1.00, (ii) 0.50% for any period that the Leverage Ratio exceeds 3.00 to 1.00 but is less than or equal to 3.50 to 1.00, and (iii) 0.25% for any period that the Leverage Ratio exceeds 3.50 to 1.00 but is less than or equal to 4.00 to 1.00 (collectively clauses (i), (ii) and (iii), the “Investment Grade Incremental Interest”) for a period of time determined as follows: (a) such Investment Incremental Interest shall begin to accrue on the first day of the fiscal quarter in which the Company fails to have an Investment Grade Rating, and (b) shall continue to accrue until the Company the last day of the fiscal quarter in respect of which the Company maintains an Investment Grade Rating.
(c)In addition to the foregoing clauses (a) and (b), from and after January 15, 2025, the interest rate payable on the Notes shall be increased by 0.50% per annum (such additional interest, the “Amendment No. 3 Incremental Interest” and collectively with any applicable Leverage Incremental Interest and Investment Grade Incremental Interest, collectively, the “Incremental Interest”).
2.SALE AND PURCHASE OF NOTES.
Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Notes in the denomination, principal amount and tranche specified opposite your names in Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.
3.CLOSING.
The sale and purchase of the Notes to be purchased by you and the Other Purchasers shall occur at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., Chicago time, at a closing (the “Closing”) on July 2, 2018 or on any Business Day on or prior to July 31, 2018 as may be agreed upon by the Company and you and the Other Purchasers. At the Closing the Company will deliver to you the Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of Polaris Sales Inc. to account number 1702 2513 9170 at U.S. Bank National Association, Global Trade Services, U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇-▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ABA No. ▇▇▇▇▇▇▇▇▇. If at the Closing the Company fails to tender such Notes to you as provided above in this Section 3, or any of the
3

conditions specified in Section 4 shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.
4.CONDITIONS TO CLOSING.
Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your satisfaction, prior to or at the Closing, of the following conditions:
4.1Representations and Warranties.
The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.
4.2Performance; No Default.
The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Section 10 had such Section applied since such date.
4.3Compliance Certificates.
(a)Officer’s Certificate. The Company shall have delivered to you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
(b)Secretary’s Certificate. The Company shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.
4.4Opinions of Counsel.
You shall have received opinions in form and substance satisfactory to you, dated the date of the Closing (a) from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, P.A., counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company instructs its counsel to deliver such opinion to you) and (b) from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.
4

4.5Purchase Permitted By Applicable Law, etc.
On the date of the Closing your purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.
4.6Sale of Other Notes.
Contemporaneously with the Closing the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them at the Closing as specified in Schedule A.
4.7Payment of Special Counsel Fees.
Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable fees and documented out-of-pocket expenses of your special counsel referred to in Section 4.4, to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.
4.8Private Placement Numbers.
A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained by ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP for each tranche or series of the Notes.
4.9Changes in Corporate Structure.
The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.
4.10Funding Instructions.
At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.
5

4.11Subsidiary Guaranty.
Each Subsidiary Guarantor shall have executed and delivered the Subsidiary Guaranty in favor of you and the Other Purchasers and you shall have received a copy of the executed Subsidiary Guaranty.
4.12Proceedings and Documents.
All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.
5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to you that:
5.1Organization; Power and Authority.
The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.
5.2Authorization, etc.
This Agreement and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Subsidiary Guaranty has been duly authorized by all necessary corporate, partnership or limited liability company action (as the case may be) on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws
6

affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
5.3Disclosure.
(a)The Company, through its agent, Banc of America Securities LLC, has delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated June 6, 2018 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Company and its Subsidiaries as of the date of this Agreement. This Agreement, the Memorandum (including the Company’s SEC filings referred to therein) and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum (including the Company’s SEC filings referred to therein) and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to June 19, 2018 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, that, with respect to projected financial information, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
(b)Except as disclosed in the Disclosure Documents, since December 31, 2017, there has been no change in the financial condition, operations or properties of the Company or any Subsidiary except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.
5.4Organization and Ownership of Shares of Subsidiaries; Affiliates.
(a)Schedule 5.4 contains (except as noted therein) complete and correct lists of: (i) the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its Equity Interests outstanding owned by the Company and each Subsidiary and whether such Subsidiary is a guarantor under the Credit Agreement, (ii) the Company’s Affiliates, other than Subsidiaries, and (iii) the Company’s directors and senior officers.
(b)All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).
(c)Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and
7

authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.
(d)No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than this Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate, partnership or limited liability company law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding Equity Interests of such Subsidiary.
5.5Financial Statements.
The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.
5.6Compliance with Laws, Other Instruments, etc.
The execution, delivery and performance by the Company of this Agreement and the Series 2018 Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.
The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor.
8

5.7Governmental Authorizations, etc.
No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of this Agreement or the Series 2018 Notes or the execution, delivery or performance by each Subsidiary Guarantor of the Subsidiary Guaranty.
5.8Litigation; Observance of Agreements, Statutes and Orders.
(a)There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(b)Neither the Company nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.9Taxes.
The Company and its Subsidiaries have filed all Federal and other Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Company knows of no basis for any other tax or assessment that could reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate.
5.10Title to Property; Leases.
The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.
9

5.11Licenses, Permits, etc.
(a)The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others.
(b)To the knowledge of the Company, no product of the Company or any Subsidiary infringes in any material respect any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person.
(c)To the knowledge of the Company, there is no Material violation by any Person of any right of the Company or any Subsidiary with respect to any patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Company or any Subsidiary.
5.12Compliance with ERISA.
(a)The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as would not be individually or in the aggregate Material.
(b)The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.
(c)The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.
(d)The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not Material.
10

(e)The execution and delivery of this Agreement and the issuance and sale of the Notes to you hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.
5.13Private Offering by the Company.
Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than you and the Other Purchasers and not more than 5 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.
5.14Use of Proceeds; Margin Regulations.
The Company will apply the proceeds of the sale of the Notes to repay Indebtedness of the Company as set forth in Schedule 5.14, for general corporate purposes or for acquisitions. No part of the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 1% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 1% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.
5.15Existing Indebtedness; Future Liens.
(a)Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2018, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or any Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.
(b)Except as disclosed in Schedule 10.4, neither the Company nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening
11

of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.
(c)Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.
5.16Foreign Assets Control Regulations, Anti-Terrorism Order, etc.
(a)Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) to the Company’s knowledge, is the subject of sanctions that have been imposed by the United Nations or the European Union.
(b)In the past three (3) years, neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.
(c)No part of the proceeds from the sale of the Notes hereunder:
(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person in violation of the U.S. Economic Sanctions Laws, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;
(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or
(iii)will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.
(d)The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.
12

5.17Status under Certain Statutes.
Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the ICC Termination Act, as amended, or the Federal Power Act, as amended.
5.18Environmental Matters.
(a)Neither the Company nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Company or any Subsidiary or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(b)Neither the Company nor any Subsidiary has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.
(c)Neither the Company nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.
(d)All buildings on all real properties now owned, leased or operated by the Company or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.
5.19Solvency of Subsidiary Guarantors.
After giving effect to the issuance and sale of the Notes and the application of the proceeds thereof and due consideration to any rights of contribution and reimbursement, (i) each Subsidiary Guarantor has received fair consideration and reasonably equivalent value for the incurrence of its obligations under the Subsidiary Guaranty or as contemplated by the Subsidiary Guaranty, (ii) the fair value of the assets of each Subsidiary Guarantor (at fair valuation) exceeds its liabilities, (iii) each Subsidiary Guarantor is able to and expects to be able to pay its debts as they mature, and (iv) each Subsidiary Guarantor has capital sufficient to carry on its business as conducted and as proposed to be conducted.
6.REPRESENTATIONS OF THE PURCHASERS.
6.1Purchase for Investment.
You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property
13

shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.
6.2Source of Funds.
You represent that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:
(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or
(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-38 (issued July 12, 1991) and, except as you have disclosed to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity
14

of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or
(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or
(f)the Source is a governmental plan; or
(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or
(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.
7.INFORMATION AS TO COMPANY.
7.1Financial and Business Information
The Company will deliver to each holder of Notes that is an Institutional Investor (and for purposes of Section 7, you and each Other Purchaser shall be deemed to be a holder of Notes commencing on the date of this Agreement):
(a)Quarterly Statements -- within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i)a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter,
(ii)consolidated statements of income of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and
15

(iii)consolidated statements of cash flows of the Company and its Subsidiaries for such quarter or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), and, if so delivered, shall be deemed to have been delivered on the date the Company posts such Form 10-Q on the SEC’s ▇▇▇▇▇ website;
(b)Annual Statements -- within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i)a consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and
(ii)consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year,
setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b) and, if so delivered, shall be deemed to have been delivered on the date the Company posts such Form 10-Q on the SEC’s ▇▇▇▇▇ website;
(c)SEC and Other Reports -- promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning
16

developments that are Material; provided that such documents shall be deemed to have been delivered on the date the Company posts the same on the SEC’s ▇▇▇▇▇ website;
(d)Notice of Default or Event of Default -- promptly, and in any event within 10 days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed Default hereunder or that any Person has given notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;
(e)ERISA Matters -- promptly, and in any event within 10 days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i)with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii)any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(f)Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(g)Supplements -- promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof; and
(h)Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any Subsidiary or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.
17

7.2Officer’s Certificate.
Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of a Senior Financial Officer (or if such financial statements are delivered by virtue of the Company posting the same on the SEC’s ▇▇▇▇▇ website, then such certificate will be concurrently delivered to each holder of the Notes by e-mail or in accordance with Section 18) setting forth:
(a)Covenant Compliance -- the information (including detailed calculations and reconciliations to GAAP in the event of a change in the treatment of operating leases under GAAP) required in order to establish whether the Company was in compliance with the requirements of Section 10.1 through Section 10.9, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence). In the event that the Company or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.3) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election.
(b)Event of Default -- a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.
(c)Subsidiary Guarantors -- a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.7 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.
7.3Visitation.
The Company will permit the representatives of each holder of Notes that is an Institutional Investor:
(a)No Default -- if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times during normal business hours; provided that each
18

holder of Notes shall be entitled to not more than one visitation during any fiscal year; and
(b)Default -- if a Default or Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such times and as often as may be requested.
8.PREPAYMENT OF THE NOTES.
8.1No Scheduled Prepayments.
No regularly scheduled prepayments are due on the Series 2018 Notes prior to their stated maturity.
8.2Optional Prepayments.
(a)Fixed Rate Notes. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of one or more series of the fixed rate Notes, in an amount not less than $1,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. For the avoidance of doubt, any Make-Whole Amount determination pursuant to this Section 8.2(a) shall exclude any Incremental Interest. The Company will give each holder of each series of fixed rate Notes to be prepaid written notice of each optional prepayment under this Section 8.2(a) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date, the aggregate principal amount of each series of fixed rate Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the series of fixed rate Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.
(b)Prepayments During Defaults or Events of Defaults. Anything in Section 8.2(a) to the contrary notwithstanding, during the continuance of a Default or Event of Default, the Company may prepay less than all of the outstanding fixed rate Notes pursuant to Section 8.2(a) only if such prepayment is allocated among all of the series of fixed rates Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts of the Notes in each such series not theretofore called for prepayment.
19

8.3Mandatory Offer to Prepay Upon Change of Control.
(a)Notice of Change of Control or Control Event -- The Company will, within 10 Business Days after any Responsible Officer has knowledge of the occurrence of any Change of Control or Control Event, give notice of such Change of Control or Control Event to each holder of Notes unless notice in respect of such Change of Control (or the Change of Control contemplated by such Control Event) shall have been given pursuant to paragraph (b) of this Section 8.3. If a Change of Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in paragraph (c) of this Section 8.3 and shall be accompanied by the certificate described in paragraph (g) of this Section 8.3.
(b)Condition to Company Action -- The Company will not take any action that consummates or finalizes a Change of Control (which, for purposes of clarity, shall not include Control Events) unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing and constituting an offer to prepay Notes accompanied by the certificate described in paragraph (g) of this Section 8.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.3.
(c)Offer to Prepay Notes -- The offer to prepay Notes contemplated by paragraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by paragraph (a) of this Section 8.3, such date shall be not less than 30 days and not more than 60 days after the date of such offer.
(d)Acceptance; Rejection -- A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company on or before the date specified in an officer’s certificate pursuant to paragraph (g)(vii) of this Section 8.3. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3, or to accept an offer as to all of the Notes held by the holder, within such time period shall be deemed to constitute rejection of such offer by such holder.
(e)Prepayment -- Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the outstanding principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment and shall not require the payment of any Make-Whole Amount. The prepayment shall be made on the Proposed Prepayment Date except as provided in paragraph (f) of this Section 8.3.
(f)Deferral Pending Change of Control -- The obligation of the Company to prepay Notes pursuant to the offers required by paragraphs (a) and (b) and accepted in accordance with paragraph (d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on or prior to the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such
20

Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change of Control shall be deemed rescinded). Notwithstanding the foregoing, in the event that the prepayment has not been made within 90 days after such Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f), the Company shall make a new offer to prepay in accordance with paragraph (c) of this Section 8.3.
(g)Officer’s Certificate -- Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date, (ii) that such offer is made pursuant to this Section 8.3, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date, (v) that the conditions of this Section 8.3 have been fulfilled, (vi) in reasonable detail, the nature and date or proposed date of the Change of Control and (vii) the date by which any holder of a Note that wishes to accept such offer must deliver notice thereof to the Company, which date shall not be earlier than 5 Business Days prior to the Proposed Prepayment Date or, in the case of a prepayment pursuant to Section 8.3(b), the date of the action that consummates or finalizes a Change of Control.
8.4Allocation of Partial Prepayments.
In the case of each partial prepayment of Notes of a series pursuant to Section 8.2(a), the principal amount of the Notes of the series to be prepaid shall be allocated among all of the Notes of such series at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.
8.5Maturity; Surrender, etc.
In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full, after such payment and upon the written request of the Company, shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.
8.6Purchase of Notes.
The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the holders of any series of Notes at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information reasonably determined by the Company to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 50% of the principal amount of
21

the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by the Company or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes
8.7Make-Whole Amount.
The term “Make-Whole Amount” means, with respect to any fixed rate Note denominated in U.S. Dollars, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note minus the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount pursuant to Section 8.7, the following terms have the following meanings:
“Called Principal” means, with respect to any fixed rate Note denominated in U.S. Dollars, the principal of such Note that is to be prepaid pursuant to Section 8.2(a) or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.
“Discounted Value” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
22

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.
“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“Remaining Scheduled Payments” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2(a) or 12.1.
“Settlement Date” means, with respect to the Called Principal of any fixed rate Note denominated in U.S. Dollars, the date on which such Called Principal is to be prepaid pursuant to Section 8.2(a) or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.
9.AFFIRMATIVE COVENANTS.
The Company covenants that from the date of this Agreement and for so long as any of the Notes are outstanding:
9.1Compliance with Law.
The Company will, and will cause each Subsidiary to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA,
23

Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
9.2Insurance.
The Company will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is reasonable in the case of entities of established reputations engaged in the same or a similar business and similarly situated.
9.3Maintenance of Properties.
The Company will, and will cause each Subsidiary to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (ordinary wear and tear and damages from casualty excepted), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
9.4Payment of Taxes and Claims.
The Company will, and will cause each Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.
24

9.5Corporate Existence, etc.
Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate, partnership or limited liability company existence of each of its Subsidiaries (unless merged into the Company or a Wholly Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate, partnership or limited liability company existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.
9.6Books and Records.
The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.
9.7Subsidiary Guaranty; Release.
(a)Subsidiary Guarantors. The Company will cause any Domestic Subsidiary that, on or after the date of the Closing (whether or not required by the terms of the Credit Agreement), is a guarantor, borrower, or co-obligor in respect of the Credit Agreement, or otherwise becomes obligated in respect of Indebtedness under the Credit Agreement, to enter into the Subsidiary Guaranty concurrently therewith and as part thereof to deliver to each of the holders:
(i)an executed counterpart of the Subsidiary Guaranty, or, if the Subsidiary Guaranty has been previously executed and delivered, an executed counterpart of a ▇▇▇▇▇▇▇ thereto;
(ii)copies of such directors’ or other authorizing resolutions, charter, bylaws and other constitutive documents of such Subsidiary as the Required Holders may reasonably request; and
(iii)an opinion of counsel reasonably satisfactory to the Required Holders covering the authorization, execution, delivery, compliance with law, no conflict with other material documents, no consents and enforceability of the Subsidiary Guaranty against such Subsidiary in form and substance reasonably satisfactory to the Required Holders.
(b)Release of Subsidiary Guarantor. Each holder of a Note fully releases and discharges from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of such Subsidiary Guarantor by the Company in compliance with Section 10.6 or (ii) such Subsidiary Guarantor being released and discharged as a guarantor under and in respect of the Credit Agreement; provided that in the case of clause (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, in the case of both clauses (i) and (ii): (x) no Default or Event of
25

Default exists or will exist immediately following such release and discharge; and (y) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (A) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or that such Subsidiary Guarantor has been or is being released and discharged as a guarantor under and in respect of the Credit Agreement and (B) as to the matters set forth in clause (x).
9.8Ranking of Notes.
The Notes and the Company’s obligations under this Agreement will rank at least pari passu with all of the Company’s outstanding unsecured Senior Funded Debt.
10.NEGATIVE COVENANTS.
The Company covenants that from the date of this Agreement and for so long as any of the Notes are outstanding:
10.1Net Leverage Ratio.
The Company will not permit the Net Leverage Ratio, as of the last day of each fiscal quarter of the Company, to be more than 3.50 to 1.00; provided that, upon notice by the Company to the holders of Notes, as of the last day of each of the four consecutive fiscal quarters beginning with and including the fiscal quarter in which a Qualified Acquisition is consummated (each such period, an “Elevated Leverage Period”), the Net Leverage Ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00; provided that it is understood and agreed that (i) the Company may not permit the Net Leverage Ratio to be more than 3.50 to 1.00 until there has been at least two complete fiscal quarters since the last Elevated Leverage Period ended; (ii) there shall not be more than three Elevated Leverage Periods after the Amendment No. 3 Effective Date; (iii) if the Leverage Ratio, as of the last day of any fiscal quarter of the Company exceeds 3.00 to 1.00, the Company shall pay Leverage Incremental Interest to the extent required by Section 1.4(a); and (iv) the Company may not consummate a Qualified Acquisition if at such time it fails to maintain an Investment Grade Rating.
10.2Interest Coverage Ratio.
The Company will not permit the Interest Coverage Ratio, as of the last day of each fiscal quarter of the Company, to be less than 3.00 to 1.00.
10.3Priority Debt.
The Company will not permit Priority Debt at any time to exceed 20% of Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company.
10.4Liens.
The Company will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on its properties or assets, whether now owned or hereafter acquired, except:
26

(a)Liens for taxes, assessments or governmental charges not then due and delinquent or the nonpayment of which is permitted by Section 9.4;
(b)Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations incurred in the ordinary course of business and not in connection with the borrowing of money and that are not more than 30 days’ overdue or are being contested in good faith by appropriate proceedings;
(c)Liens arising solely by virtue of any statutory or common law provision relating to bankers’ liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution;
(d)any attachment or judgment ▇▇▇▇, unless the judgment it secures has not, within 60 days after the entry thereof, been discharged or execution thereof stayed pending appeal, or has not been discharged within 60 days after the expiration of any such stay;
(e)Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory or regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and not in connection with the borrowing of money;
(f)Liens incidental to the conduct of business or the ownership of properties and assets (whether arising by contract or by operation of law) incurred in the ordinary course of business and not in connection with the borrowing of money and that do not, in the aggregate, materially impair the use of such property in the operation of the business of the Company and its Subsidiaries taken as a whole or the value of such property for the purposes of such business;
(g)encumbrances in the nature of leases, subleases, zoning restrictions, easements, rights of way, minor survey exceptions and other rights and restrictions of record on the use of real property and defects in title arising or incurred in the ordinary course of business, which, individually and in the aggregate, do not materially impair the use of such property or assets subject thereto in the business of the Company and its Subsidiaries taken as a whole;
(h)Liens securing Indebtedness existing on property or assets of the Company or any Subsidiary as of the Amendment No. 3 Effective Date that are described in Schedule 10.4;
(i)Liens resulting from extensions, renewals or replacements of Liens permitted by paragraph (h), provided that (i) there is no increase in the principal amount or decrease in maturity of the Indebtedness secured thereby at the time of such extension, renewal or replacement and (ii) any new Lien attaches only to the same property theretofore subject to such earlier Lien;
(j)Liens (i) existing on property at the time of its acquisition by the Company or a Subsidiary and not created in contemplation thereof, whether or not the Indebtedness secured by such Lien is assumed by the Company or a Subsidiary; or (ii) on property (including Capital Leases) created contemporaneously with its acquisition or within 180 days of the acquisition or completion of construction or improvements thereof to secure or provide for all or a portion of the acquisition price or cost of construction or
27

improvements of such property after the date of Closing; or (iii) existing on property of a Person at the time such Person is merged or consolidated with, or becomes a Subsidiary of, or substantially all of its assets are acquired by, the Company or a Subsidiary and not created in contemplation thereof; provided that such Liens do not extend to additional property of the Company or any Subsidiary and that the aggregate principal amount of Indebtedness secured by each such Lien does not exceed the fair market value of the property subject thereto;
(k)Liens securing Indebtedness of a Subsidiary owed to the Company or to a Wholly Owned Subsidiary Guarantor; and
(l)Liens securing obligations not otherwise permitted by paragraphs (a) through (k) above, provided that Priority Debt does not at any time exceed 20% of Consolidated Net Worth as of the end of the most recently completed fiscal quarter of the Company.
Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the Company will not, and will not permit any Subsidiary to, permit to exist, create, assume or incur, directly or indirectly, any Lien on its properties or assets, including capital stock, whether now owned or hereafter acquired, in favor of the lenders or other creditors party to the Credit Agreement, to secure obligations under the Credit Agreement, unless, concurrently therewith, the Notes are equally and ratably secured by a Lien on the same property and assets pursuant to an agreement reasonably acceptable to the Required Holders.
10.5Mergers, Consolidations, etc.
The Company will not consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:
(a)the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Company is not such corporation or limited liability company, (i) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes and (ii) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and
(b)immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.
No such conveyance, transfer or lease of all or substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.5 from its liability under this Agreement or the Notes.
28

10.6Sale of Assets.
Except as permitted by Section 10.5, the Company will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger (collectively a “Disposition”), any assets, including capital stock of Subsidiaries, in one or a series of transactions, to any Person, other than:
(a)Dispositions by the Company to a Wholly Owned Subsidiary Guarantor or by a Subsidiary to the Company or a Wholly Owned Subsidiary Guarantor;
(b)Dispositions of inventory in the ordinary course of business;
(c)Dispositions of obsolete, slow-moving, idle or worn-out assets no longer used or useful in the business of the Company or such Subsidiary or the trade-in of equipment for equipment in better condition or of better quality;
(d)Dispositions of accounts receivable in a Permitted Receivables Securitization Transaction;
(e)Dispositions by Polaris Acceptance, Inc., a Minnesota corporation (“PAI”), of its partnership interest in Polaris Acceptance, an Illinois general partnership (“Acceptance Partnership”), if required by Section 3.4 of that certain Partnership Agreement, dated as of February 7, 1996, between PAI and Transamerica Joint Ventures, Inc., as the same may be amended, restated or otherwise modified from time to time;
(f)Dispositions not otherwise permitted by Section 10.6(a) through (e), provided that:
(i)the aggregate net book value of all assets disposed of in any fiscal year pursuant to this Section 10.6(f) does not exceed 10% of Total Assets as of the end of the immediately preceding fiscal year or; and
(ii)at the time of such Disposition and after giving effect thereto no Default or Event of Default shall have occurred and be continuing.
Notwithstanding the foregoing provisions of this Section 10.6, the Company may, or may permit any Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in any of the foregoing limitations or the computation contained in Section 10.6(f)(i) of the preceding sentence if the net proceeds from such Disposition are within 365 days of such Disposition:
(A)reinvested in productive assets used in carrying on the business of the Company and its Subsidiaries; or
(B)the net proceeds from such Disposition are applied to the payment or prepayment of Senior Funded Debt, including the Notes.
For purposes of foregoing clause (B), the Company shall offer to prepay (not less than 30 or more than 60 days following such offer) the Notes on a pro rata basis with such other Senior Funded Debt at a price of 100% of the principal amount of the Notes to be prepaid (without any Make-Whole Amount) together with interest accrued to the date of prepayment; provided that if
29

any holder of the Notes declines or rejects such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 10.6 shall be deemed to constitute a rejection of such offer by such holder. Whether or not such offers are accepted by holders, the entire principal amount of the Notes subject thereto shall be deemed to have been prepaid solely for purposes of foregoing clause (B).
10.7Nature of Business.
The Company will not, and will not permit any Subsidiary to, engage in any business if, as a result, the general nature of the business in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged on the date of this Agreement as described in the Memorandum.
10.8Transactions with Affiliates.
The Company will not and will not permit any Subsidiary to enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Company or a Subsidiary), except in the ordinary course of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.
10.9Terrorism Sanctions Regulations.
The Company will not, and will note permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing, or transaction involving the proceeds of the Notes) with any Person if such investment, dealing, or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or the subject of sanctions under U.S. Economic Sanctions Laws, or (ii) is prohibited by any U.S. Economic Sanctions Laws.
10.10Most Favored Lender.
(a)If the Company shall at any time amend the Credit Agreement or become a party, as a borrower or guarantor, to any other credit agreement or other agreement, instrument, or document evidencing or issuing Indebtedness (collectively with the Credit Agreement, the “Loan Agreements,”) that, in either case, requires the Company to comply with any financial covenant, undertaking, restriction, or other provision that limits or measures indebtedness, interest expense, shareholders’ equity, investment balances, debt service coverage, fixed charges, net worth, assets, asset sales, sale and leasebacks, liens, subsidiary indebtedness, restricted payments (whether paid in cash or otherwise), dividends, or any similar items (however expressed and whether stated as a ratio, as a fixed threshold, as an event of default, as a right to be prepaid or offered to be
30

prepaid or otherwise) (each a “Financial Covenant”) that is not at such time included or is more restrictive than what is included in this Agreement, then the Company shall provide a Most Favored Lender Notice to each holder of the Notes. Unless waived in writing by the Required Holders within 5 Business Days after the date on which such notice is required to be sent, each such Financial Covenant and each event of default, definition, and other provision relating to such Financial Covenant in the Loan Agreement shall be deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full.
(b)The incorporation of any Financial Covenant pursuant to this Section 10.10 shall:
(i)automatically (without any further action being taken by the Company or any holder of a Note) take effect simultaneously with the effectiveness of such Financial Covenant under the applicable Loan Agreement; and
(ii)so long as no Default or Event of Default shall then exist under or in respect of such incorporated Financial Covenant, such financial covenants automatically (without any further action being taken by the Company or any holder of a Note other than as set forth below) shall be deleted or further modified if such Financial Covenant, definition, event of default or other provision relating thereto is deleted or made less restrictive on the Company and its Subsidiaries by way of a permanent written amendment or modification of such Loan Agreement (and not by temporary waiver of rights thereunder); provided that:
(A)if any fee or other consideration is paid or given to any bank or other party to any Loan Agreement in connection with such deletion or modification, each holder of a Note receives equivalent consideration on a pro rata basis, and such deletion or modification shall not be effective until such consideration is received by each such holder; provided, however, that no consideration shall be due any holder if the Financial Covenant shall have been deleted or modified in accordance with the terms of the underlying Loan Agreement as a result of a reduction of the outstanding balance or other previously agreed to provision of such Loan Agreement; and
(B)in no event shall any deletion or relaxation of any such Financial Covenant have the effect of deleting or making less restrictive any covenant or other provision specifically set forth in this Agreement.
(iii)subject to Section 10.10(b)(ii), continue in effect regardless of any subsequent termination of the Credit Agreement:
11.EVENTS OF DEFAULT.
An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:
(a)the Company defaults in the payment of any principal, Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or
31

(b)the Company defaults in the payment of any interest or breakage amount, if any, on any Note for more than five Business Days after the same becomes due and payable; or
(c)the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1 through 10.9; or
(d)the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default or (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or
(e)any representation or warranty made in writing by or on behalf of the Company or any Subsidiary Guarantor or by any officer of the Company or any Subsidiary Guarantor in this Agreement or the Subsidiary Guaranty or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or
(f)with respect to any Indebtedness in excess of 25,000,000 (other than the Notes) of the Company or any Subsidiary (i) such Person shall (1) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (2) default (after giving effect to any applicable grace period) in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, security or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders, if any) to require (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; or (ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (iii) any such Indebtedness shall mature and remain unpaid; or
(g)(i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of the Company or any of its Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of, or an administrator in respect of, its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against the Company or any of its Subsidiaries and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) the Company or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator, administrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) the Company or any of its Subsidiaries shall fail generally, or shall admit in writing its inability, to pay its debts as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes; or
32

(h)one or more judgments, orders or decrees shall be entered against any one or more of the Company and its Subsidiaries involving a liability of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage) and such judgments, order or decrees (i) are the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (1) the last date on which such judgment, order or decree becomes final and unappealable or (2) 60 days; or
(i)if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or
(j)the Subsidiary Guaranty ceases to be in full force and effect with respect to any Subsidiary Guarantor (except as provided in Section 9.7(b)) for any reason, including by reason of (A) its being declared to be null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or (B) the validity or enforceability thereof being contested by any of the Company, any Subsidiary Guarantor or any of them renouncing any of the same or denying that it has any further liability thereunder.
As used in Section 11(i), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in Section 3 of ERISA.
12.REMEDIES ON DEFAULT, ETC.
12.1Acceleration.
(a)If an Event of Default with respect to the Company described in paragraph (g) of Section 11 (other than an Event of Default described in clause (iv) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.
(b)If any other Event of Default has occurred and is continuing, holders of more than 50% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.
33

(c)If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.
Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon and (y) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
12.2Other Remedies.
If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
12.3Rescission.
At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holders of more than 50% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and any Make-Whole Amount on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
34

12.4No Waivers or Election of Remedies, Expenses, etc.
No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note or the Subsidiary Guaranty upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees and documented out-of-pocket expenses.
13.REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.
13.1Registration of Notes.
The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.
13.2Transfer and Exchange of Notes.
Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver within 10 days, at the Company’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Note specified for the Notes of such series and tranche, if any. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its
35

name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.
13.3Replacement of Notes.
Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and
(a)in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $250,000,000, or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or
(b)in the case of mutilation, upon surrender and cancellation thereof, the Company at its own expense shall execute and deliver within 10 days, in lieu thereof, a new Note of the same series and tranche, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.
14.PAYMENTS ON NOTES.
14.1Place of Payment.
Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of Bank of America, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal executive office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.
14.2Home Office Payment.
So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to
36

the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2.
15.EXPENSES, ETC.
15.1Transaction Expenses.
Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and documented out-of-pocket expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required, local or other counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including: (a) the reasonable costs and documented out-of-pocket expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or the Notes, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and documented out-of-pocket expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes, and (c) the reasonable costs and documented out-of-pocket expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization succeeding to the authority thereof, provided, that such costs and expenses shall not exceed $3,500. The Company will pay, and will save you and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders with respect to the Notes (other than those retained by you).
15.2Survival.
The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement.
16.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed representations and warranties of the Company under this Agreement. Subject to the preceding
37

sentence, this Agreement and the Notes embody the entire agreement and understanding between you and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.
17.AMENDMENT AND WAIVER.
17.1Requirements.
This Agreement, the Notes and the Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.
17.2Solicitation of Holders of Notes.
(a)Solicitation. The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.
(b)Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.
(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17.2 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes
38

that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.
17.3Binding Effect, etc.
Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” or “the Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.
17.4Notes held by Company, etc.
Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
18.NOTICES.
All notices and communications provided for hereunder shall be in writing and sent (a) by electronic mail or telecopy if the sender on the same day posts a notice on DebtX or any other recognized internet or intranet website to which notices are generally provided to the holders of debt of the Company, or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:
(i)if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,
(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or (iii)    if to the Company, at its address set forth at the beginning hereof to the attention of the Chief Financial Officer with a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing.
Notices under this Section 18 will be deemed given only when actually received.
39

19.REPRODUCTION OF DOCUMENTS.
This Agreement and all documents relating hereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, electronic, digital or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
20.CONFIDENTIAL INFORMATION.
For the purposes of this Section 20, “Confidential Information” means information delivered to you by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a
40

party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.
21.SUBSTITUTION OF PURCHASER.
You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.
22.MISCELLANEOUS.
22.1Successors and Assigns.
All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.
22.2Payments Due on Non-Business Days.
Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.
41

22.3Accounting Matters.
All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP; provided, however, that in the event of a change in the treatment of operating leases under GAAP (e.g. adoption of ASC 842), all lease liabilities and right of use assets related to operating leases shall be excluded from all calculations thereafter made for the purpose of determining compliance with the financial ratios and financial covenants contained herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement, and the Company or the Required Holders shall so request, the Company and the holders shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided, that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Company shall provide to the requisite holders reconciliation statements showing the difference in such calculation, together with the delivery of quarterly and annual financial statements required under Sections 7.1(a) and 7.1(b) hereunder. In addition, notwithstanding any other provision contained herein, the definitions set forth in this Agreement and any financial calculations required by this Agreement shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the date hereof. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. ▇▇▇-▇▇-▇▇ – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.
22.4Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
22.5Construction, etc.
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by
42

any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.
22.6Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
22.7Governing Law; Submission to Jurisdiction.
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the state of New York, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.
22.8Jurisdiction and Process; Waiver of Jury Trial.
(a)The Company irrevocably submits to the non-exclusive jurisdiction of any New York state or Federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
(b)The Company consents to process being served in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 18, to it. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
(c)Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(d)THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY
43

OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.
44

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
PENSIONSKASSE DES BUNDES PUBLICA
$3,700,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
Account Name:
Account Number:
FFC:
(2)    Address for all notices and communications:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments to:
▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
Send physical security by nationwide
overnight delivery service to:
JPMorgan Chase Bank, N.A.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
A-1

Attention: Physical Receive Department
Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number
Send copy by email to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number:

A-2

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
$1,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
(2)    Address for all notices and communications:
Prudential Retirement Insurance and Annuity Company
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments to:
Prudential Retirement Insurance and Annuity Company
c/o PGIM, Inc.
Prudential Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: PIM Private Accounting Processing Team
Email: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
PGIM, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇-▇


▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Trade Management Manager
Send copy by email to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(4)    Tax Identification No.: ▇▇-▇▇▇▇▇▇▇

A-4

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
COMPANION LIFE INSURANCE COMPANY
$3,950,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
Account Name:
Account Number:
FFC:
FFC:
(2)    Address for all notices and communications:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:
JPMorgan Chase Bank
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Income Processing - ▇. ▇▇▇▇
a/c: G09589 Companion
(3)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
A-5

JPMorgan Chase Bank
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Physical Receive Department
Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number
Send copy by email:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-6

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
MUTUAL OF OMAHA INSURANCE COMPANY
$7,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
(2)    All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
JPMorgan Chase Bank, NA
New York, NY
ABA No.:
Account No.:
Account Name:
Each such wire transfer shall set forth the name of the Company, a reference to “4.23% Senior Notes due July 02, 2028, PPN: 731068 B*2” and the due date and application (e.g., type of fee) of the payment being made.
(3)    All other communications and notices:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:
A-7

JPMorgan Chase Bank
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Income Processing - ▇. ▇▇▇▇
a/c: G09587
(4)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
JPMorgan Chase Bank
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Physical Receive Department
Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number
Send copy by email:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-8

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
UNITED OF OMAHA LIFE INSURANCE COMPANY
$4,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
(2)    All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
JPMorgan Chase Bank, NA
New York, NY
ABA No.:
Account No.:
Account Name:
Each such wire transfer shall set forth the name of the Company, a reference to “4.23% Senior Notes due July 02, 2028, PPN: 731068 B*2” and the due date and application (e.g., type of fee) of the payment being made.
(3)    Address for all communications and notices:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:
A-9

JPMorgan Chase Bank
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Income Processing - ▇. ▇▇▇▇
a/c: G09588 United of Omaha
(4)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
JPMorgan Chase Bank
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attention: Physical Receive Department

Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number
Send copy by email:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-10

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
THE GIBRALTAR LIFE INSURANCE CO., LTD.
$41,500,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
Account Name:
Account Number:
FFC:
Account Name:
Account No.: (please do not include spaces)
(in the case of payments on account of the Note originally issued in the principal amount of $7,500,000.00)
(2)    All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
JPMorgan Chase Bank, NA
New York, NY
ABA No.:
Account No.:
Account Name:
Each such wire transfer shall set forth the name of the Company, a reference to “4.23% Senior Notes due July 02, 2028, Security No. INV11301, PPN: 731068 B*2” and the due date and application (e.g., type of fee) of the payment being made.
(3)    Address for all communications and notices:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
A-11

Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments to:
The Gibraltar Life Insurance Co., Ltd.
▇-▇▇-▇▇, ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇-▇▇,
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇, Team Leader of Investment Administration Team
and e-mail copy to:
▇▇▇▇.▇▇▇-▇▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇.▇▇.▇▇
(4)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
PGIM, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Trade Management Manager
Send copy by email to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-12


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
THE GIBRALTAR LIFE INSURANCE CO., LTD.
$7,500,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
Account Name:
Account Number:
FFC:
(2)    All payments, other than principal, interest or Make-Whole Amount, on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:
JPMorgan Chase Bank, NA
New York, NY
ABA No.:
Account No.:
Account Name:
Each such wire transfer shall set forth the name of the Company, a reference to “4.23% Senior Notes due July 02, 2028, Security No. INV11301, PPN: 731068 B*2” and the due date and application (e.g., type of fee) of the payment being made.
(3)    Address for all communications and notices:
Prudential Private Placement Investors, L.P.
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
A-13

and for all notices relating solely to scheduled principal and interest payments to:
The Gibraltar Life Insurance Co., Ltd.
▇-▇▇-▇▇, ▇▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇-▇▇,
▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇, Team Leader of Investment Administration Team

and e-mail copy to:

▇▇▇▇.▇▇▇-▇▇▇▇▇▇▇▇@▇▇▇-▇▇▇▇.▇▇.▇▇
(4)    Address for delivery of Notes:
Send physical security by nationwide overnight delivery service to:
PGIM, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Trade Management Manager
Send copy by email to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-14


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
$31,350,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
Beneficiary Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Beneficiary Address: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Primary Bank Name: U.S. Bank as Paying Agent for Prudential as Admin Agent
Primary ABA Number:
Account Name:
Account Number:
FFC:
(2)    Address for all notices and communications:
The Prudential Insurance Company of America
c/o Prudential Capital Group
▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Managing Director
cc: Vice President and Corporate Counsel
and for all notices relating solely to scheduled principal and interest payments to:
The Prudential Insurance Company of America
c/o PGIM, Inc.
Prudential Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: PIM Private Accounting Processing Team
Email: ▇▇▇.▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
A-15

Send physical security by nationwide overnight delivery service to:
PGIM, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Trade Management Manager
Send copy by email to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-16


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
$21,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, to:
MassMutual
Citibank
New York, New York
ABA #
Acct #
RE: Description of security, cusip, principal and interest split
With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile).
(2)    Address for all notices relating to payments:
Massachusetts Mutual Life Insurance Company
Treasury Operations Securities Management
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
With a copy to:
Massachusetts Mutual Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(3)    All other communications and notices:
Massachusetts Mutual Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇-▇▇


▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With notification to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
Massachusetts Mutual Life Insurance Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇: ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Treasury Operations Securities Management
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-18


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
$10,200,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:
MASSMUTUAL TRUST RPG (MMTRRPG)
Citibank, N.A
New York, New York
ABA #
Acct Name
Acct #
FCC:
RE: Description of security, cusip, principal and interest split
With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile).
(2)    Address for all notices relating to payments:
Massachusetts Mutual Life Insurance Company
Treasury Operations Securities Management
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
With a copy to:
Massachusetts Mutual Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(3)    All other communications and notices:
A-19

Massachusetts Mutual Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With notification to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
Citibank NA
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Acct. #240146
With a copy to:
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-20


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
MASSMUTUAL ASIA LIMITED
$2,800,000
Register Notes in the Name of: ▇▇▇▇▇▇▇ & Co.

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:
▇▇▇▇▇▇▇ & Co.
Citibank, N.A.
ABA Number
Concentration Account
FFC:
Name of Security/CUSIP Number
With advice of payment to the Treasury Operations Securities Management Department at Massachusetts Mutual Life Insurance Company at ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇ (facsimile).
(2)    Address for all notices relating to payments:
Send Notices on Payments to
MassMutual Asia Limited
Treasury Operations Securities Management
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
With a copy to:
MassMutual Asia Limited
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(3)    All other communications and notices:
MassMutual Asia Limited
c/o Barings LLC
A-21


▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With notification to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
Send Corporate Action Notification to:
Citigroup Global Securities Services
Attn: Corporate Action Dept
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
▇▇▇▇▇ , ▇▇ ▇▇▇▇▇-▇▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
Citibank NA
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Acct. #849195
With a copy to:
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(6)    Taxpayer I.D. Number:

A-22


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
$51,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds, (identifying each payment as Polaris Inc. 4.23% Senior Notes, Series 2018, interest and principal) to:
The Bank of New York Mellon
ABA # -
Benef. Acct#:
Acct Name:
Ref:  ▇▇▇ ▇▇▇▇▇▇/PPN/Security Description/custody a/c –
(2)    Address for all notices relating to payments:
The Lincoln National Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With notification to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    All other communications and notices:
The Lincoln National Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
With notification to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
A-23

Electronic Delivery of Financials and other information to:
The Lincoln National Life Insurance Company
c/o Barings LLC
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ – ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ – ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
Attention – BNY Mellon/Branch Deposit Department
Ref:  Custody A/C – 941547     (LFGPPST)
Name – LNL007 Lincoln National Life Ins Co Private Placement Pool Short
With a copy to:
▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-24


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
METROPOLITAN LIFE INSURANCE COMPANY
$24,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    JPMorgan Chase Bank
ABA Routing #:    
Account No.:    
Account Name:    
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Metropolitan Life Insurance Company
Investments, Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
Metropolitan Life Insurance Company, Investments Law
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
A-25


Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
For audit request, send a soft copy to ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ – ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
(3)    Address for delivery of Notes:
Metropolitan Life Insurance Company, Investments Law
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Corporate Counsel
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-26


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
METLIFE INSURANCE K.K.
$3,700,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    Citibank New York
    ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇▇)
ABA Routing #:    
Acct No./DDA:    
Acct Name:    
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
MetLife Asset Management Corp. (Japan)
Administration Department
Tokyo Garden Terrace ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇-▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇ ▇▇▇▇▇
Attention: Administration Dept. Manager
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇
With a copy to:
MetLife Insurance K.K.
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
A-27

Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With another copy OTHER than with respect to deliveries of financial statements to:
MetLife Insurance K.K.
c/o MetLife Investment Advisors, LLC, Investments Law
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
MetLife Insurance K.K.
c/o MetLife Investment Advisors, LLC, Investments Law
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, Corporate Counsel
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ (USA) and 00661996 (Japan)

A-28


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
TRANSATLANTIC REINSURANCE COMPANY
$8,300,000
Register Note in the Name of: ▇▇▇▇ & Co

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    JPMorgan Chase Bank, N.A.
ABA:    
SWIFT:    
Account No.:    
FFC:    
Ref:    Transatlantic Reinsurance Company – Private Corporate Debt (MET)
    Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications
Transatlantic Reinsurance Company
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
A-29

Transatlantic Reinsurance Company
One Liberty Plaza, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A.
4 Chase Metrotech Center
1st Floor, Window ▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:  Physical Receive Department
For Further Credit: G  21329 Transatlantic Reinsurance Company – Private Corporate Debt (MET)
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-30

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
EMPLOYERS REASSURANCE CORPORATION
$22,100,000
Register Note in the Name of: ▇▇▇▇ & Co

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:     JPMorgan Chase Bank, N.A.
ABA Routing #:    
Account No.:    
Account Name:    
Ref:    G10190 Employers Reassurance Corporation – Polaris Industries Inc.,     4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Employers Reassurance Corporation
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, NJ 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
Employers Reassurance Corporation
c/o MetLife Investment Advisors, LLC
▇-▇▇


▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
and
JPMorgan Chase Bank
Attn: Private Placements
Account: Employers Reassurance Corp
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – 13th Floor
FAX (▇▇▇) ▇▇▇-▇▇▇▇
(3)    Address for delivery of Notes:
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A.
4 Chase Metrotech Center
1st Floor, Window ▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:  Physical Receive Department
For Further Credit: G  21329 Transatlantic Reinsurance Company – Private Corporate Debt (MET)
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇▇▇▇▇▇▇▇

A-32


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
ZURICH AMERICAN INSURANCE COMPANY
$5,500,000
Register Note in the Name of: Hare & Co. LLC

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    The Bank of New York Mellon
ABA Number:    
Account No.:    
Account Name:    
FFC:    
Ref:     CUSIP and Principal/Interest breakdown / PPN: 731068 B*2 –
    Polaris Industries Inc, 4.23% due July 2, 2028, P&I Breakdown
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Zurich American Insurance Company
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, NJ 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
A-33

Zurich American Insurance Company
c/o MetLife Investment Advisors, LLC
Investments, Privates Placements
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Counsel-Investments Law (PRIV)
Email:  ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
and
▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: BNY Mellon/Branch Deposit Department
▇▇▇ ▇▇▇ ▇▇▇▇
*** Please note: As long as there is a letter with the account (927763) to deposit the shares into, the team at DTCC will book the shares in free***
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-34


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
FARMERS NEW WORLD LIFE INSURANCE COMPANY
$2,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    JPMorgan Chase Bank NA
ABA:    
Account No.:
Account Name:    
FFC:    
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028,
    P&I Breakdown
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communication:
Farmers New World Life Insurance Company
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, NJ 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
A-35

Farmers New World Life Insurance Company
c/o MetLife Investment Advisors, LLC
Investments, Privates Placements
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Counsel-Investments Law (PRIV)
Email:  ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
and
JPMorgan Chase Bank, NA
Attn: Physical Vault
4 Metrotech Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
and
▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
Overnite/mailing address:
JPMorgan Chase Bank, NA
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ (718-242-0269)
FFC: P90465
Physical Receive
4 Metrotech Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Street Deliveries (via messenger or walk up)
JPMorgan Chase Bank, N.A.
4 Metrotech Center
1st Floor, Window ▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-0001
Attention: Physical Receive Department
FFC: P90465
(Use ▇▇▇▇▇▇▇▇▇▇ Street Entrance)
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-36


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST
$1,700,000
Register Note in the Name of: ELL & Co

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    The Northern Trust
ABA:    
SWIFT:    
Account No.:    
Sort Code:    
FFC:    
Ref:    Zurich Master Trust / PPN: 731068 B*2 – Polaris Industries Inc,     4.23% due July 2, 2028, P&I Breakdown
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Zurich American Insurance Company Master Retirement Trust
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, NJ 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
A-37

With a copy OTHER than with respect to deliveries of financial statements to:
▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
The Northern Trust Company
Trade Securities Processing, C-1N
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
REF Northern Acct. 518604100 / Zurich Master Trust
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-38


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
BRIGHTHOUSE LIFE INSURANCE COMPANY
$5,500,000
Register Note in the Name of: Brighthouse Life Insurance Company, on behalf of its Separate Account SA (Structured Annuity)

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    JPMorgan Chase Bank
ABA Routing #:    
Account No.:    
Account Name:    
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Brighthouse Life Insurance Company
c/o MetLife Investment Advisors, LLC, Investments - Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
Brighthouse Life Insurance Company
c/o MetLife Investment Advisors, LLC, Investments Law
▇-▇▇


▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank NA
4 Chase Metrotech Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Physical Receive Department
Ref: P 19425
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-40


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
BRIGHTHOUSE REINSURANCE COMPANY OF DELAWARE
$5,500,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank
ABA Routing #:    
Account No.:    
Account Name:     
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Brighthouse Reinsurance Company of Delaware
c/o MetLife Investment Advisors, LLC, Investments – Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
Brighthouse Reinsurance Company of Delaware
c/o MetLife Investment Advisors, LLC, Investments Law
One MetLife Way
A-41


Whippany, New Jersey 07981
Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank NA
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Physical Receive Department
Ref: Account P 88995
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-42

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY
$4,500,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    JPMorgan Chase Bank
ABA Routing #:    
Account No.:    
Account Name:    
Ref:    PPN: 731068 B*2 – Polaris Industries Inc, 4.23% due July 2, 2028
Bank Name:    JPMorgan Chase Bank
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communications:
Brighthouse Life Insurance Company of NY
c/o MetLife Investments Advisors, LLC, Investments – Privates Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
Brighthouse Life Insurance Company of NY
c/o MetLife Investment Advisors, LLC, Investments Law
One MetLife Way
A-43


Whippany, New Jersey 07981
Attention: Chief Counsel-Investments Law (PRIV)
Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(3)    Address for delivery of Notes:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank NA
4 Chase Metrotech Center, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Physical Receive Department
Ref: Account P 71546
With COPIES OF THE NOTES emailed to ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-44


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
RSUI INDEMNITY COMPANY
$2,200,000
Register Note in the Name of: Hare & Co

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name:    The Bank of New York Mellon
SWIFT:    
ABA:    
Account No.:    
Sort Code:
FFC:    
Ref:    PPN  P&I Breakdown – Polaris Industries Inc, 4.23% due July 2, 2028
with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.
For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.
(2)    All notices and communication:
RSUI Indemnity Company
c/o MetLife Investment Advisors, LLC
Investments, Private Placements
One MetLife Way
Whippany, New Jersey 07981
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, AVP Private Placements & ▇▇▇ ▇▇▇▇▇▇▇▇, Associate & ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ Analyst
Emails: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇.▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
With a copy OTHER than with respect to deliveries of financial statements to:
A-45

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, CPA, CPCU
Senior Vice President, CFO
RSUI Group, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇ ▇▇▇-▇▇▇▇ Direct
(3)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ – ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: BNY Mellon/Branch Deposit Department
REF: TRUST A/C# 301476
Please include in the cover letter accompanying the Notes a reference to the Purchaser’s account number
(4)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-46


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
$40,000,000
Register Note in the Name of: MAC & CO., LLC

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
The Bank of New York Mellon, NY
BA Number:
SWIFT Code:
Account Name:
Account Number:
Each such wire transfer should set forth the name of the issuer, description of security (i.e., $_____ Series _______ Notes, due ________), PPN: 731068 B*2 and due date and application (as among principal, make whole and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Allianz Life Insurance Company of North America
c/o Allianz Global Investors U.S. LLC
Attn: Private Placements
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(3)    All other communications and notices:
Allianz Life Insurance Company of North America
c/o Allianz Global Investors U.S. LLC
Attn: Private Placements
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
A-47

▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. – 5th Flr.
Jersey City, NJ 07310
Reference in transmittal letter to be made to AZL Special Investments – 836980.
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ (MAC & CO., LLC)

A-48


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
$27,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
For scheduled principal and interest payments:
The Bank of New York Mellon
ABA#: or via SWIFT
BNF:
Attention: Income Collection Department
For further credit to: VRIAC/Acct. 216101
Reference: 731068 B*2
For all payments other than scheduled principal and interest:
The Bank of New York Mellon
ABA#: or via SWIFT
Account No.:
Account Name:
Reference: 731068 B*2
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Operations/Settlements
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(3)    All other communications and notices:
A-49

Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇;
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
Attn:  BNY Mellon/Branch Deposit Department
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following:
The contact person at the Issuer of the Notes related to payments on the Notes is:
Name: _____________________
Telephone #: ________________
E-Mail: _____________________
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-50

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
RELIASTAR LIFE INSURANCE COMPANY
$3,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
For scheduled principal and interest payments:
The Bank of New York Mellon
ABA#: or via SWIFT
BNF:
Attention:
For further credit to:
Reference: 731068 B*2
For all payments other than scheduled principal and interest:
The Bank of New York Mellon
ABA#: or via SWIFT
Account No.:
Account Name:
Reference: 731068 B*2
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Operations/Settlements
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(3)    All other communications and notices:
A-51

Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
Attn:  BNY Mellon/Branch Deposit Department
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following:
The contact person at the Issuer of the Notes related to payments on the Notes is:
Name: _____________________
Telephone #: ________________
E-Mail: _____________________
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-52


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK
$1,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
For scheduled principal and interest payments:
The Bank of New York Mellon
ABA#: or via SWIFT
BNF:
Attention: Income Collection Department
For further credit to:
Reference: 731068 B*2
For all payments other than scheduled principal and interest:
The Bank of New York Mellon
ABA#: or via SWIFT
Account No.:
Account Name:
Reference: 731068 B*2
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Operations/Settlements
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and:▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(3)    All other communications and notices:
A-53

Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇  ▇▇▇▇▇
Attn:  BNY Mellon/Branch Deposit Department
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon and the following:
The contact person at the Issuer of the Notes related to payments on the Notes is:
Name: _____________________
Telephone #: ________________
E-Mail: _____________________
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-54

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
$3,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
The Bank of New York Mellon
ABA#: or via SWIFT
Account No.:
FBO:
Reference: 731068 B*2
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
BNYM Mellon Asset Servicing
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Operations/Settlements
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
(3)    All other communications and notices:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
A-55

(5)    Address for delivery of Notes:
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇—▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: BNY Mellon/Branch Deposit Department
Ref: Acct: 9512398400/ Cigna Stable Value
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon.
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-56

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE OF THE UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN MASTER TRUST
$3,000,000

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
State Street Bank and Trust Company
ABA#
Account No.
Account Name:
Reference:
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
BNYM Mellon Asset Servicing
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Operations/Settlements
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
With a copy to:
State Street Bank and Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇—▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇
Quincy, MA 02169
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
A-57

(3)    All other communications and notices:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
DTCC Newport Office Center
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Jersey City, NJ 07310
Attn: 5th Floor/NY, Window/▇▇▇▇▇▇, ▇▇▇▇▇▇
FBO: State Street Bank & Trust for account BBIM
with a copy to:
Voya Investment Management Co. LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at State Street Bank and Trust Company.
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-58

SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
UNITED INSURANCE COMPANY OF AMERICA
$1,500,000
Register Note in the Name of: Hare & Co., LLC

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name: The Bank of New York Mellon
ABA#:
Account No.
Account Name:
Reference:
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Kemper Corporate Services
Alliance United Insurance Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Investment Accounting
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(3)    All other communications and notices:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
(4)    E-mail address for notices:
A-59

▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(5)    Address for delivery of Notes:
The Depository Trust and Clearing Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Account No.
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon.
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇


A-60


SCHEDULE A
INFORMATION RELATING TO PURCHASERS

Name of PurchaserPrincipal Amount of Series 2018 Notes
to be Purchased
RESERVE NATIONAL INSURANCE COMPANY
$1,500,000
Register Notes in the Name of: Hare & Co., LLC

(1)    All scheduled payments of principal and interest by wire transfer of immediately available funds to:
Bank Name: The Bank of New York Mellon
ABA#:
Account No.
Account Name:
Reference:
Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.
(2)    Address for all notices relating to payments:
Kemper Corporate Services
Alliance United Insurance Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Investment Accounting
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
(3)    All other communications and notices:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
A-61

(4)    E-mail address for notices:
▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇; ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇;
(5)    Address for delivery of Notes:
The Depository Trust and Clearing Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Account No.
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ and/or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
Voya Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Email: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇
and: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇
The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon.
(6)    Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇

A-62

SCHEDULE B
DEFINITIONS
As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:
“Acceptance Partnership” is defined in Section 10.6(e).
“Affiliate” means, at any time, and with respect to any Person, (a) any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and (b) any Person beneficially owning or holding, directly or indirectly, 10% or more of any class of voting or Equity Interests of the Company or any Subsidiary or any corporation of which the Company and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 10% or more of any class of voting or Equity Interests. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.
“Amendment No. 3 Effective Date” means December 18, 2024.
“Amendment No. 3 Incremental Interest” is defined in Section 1.4(c).
“Anti-Corruption Laws” means any applicable law or regulation in a U.S. or applicable non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.
“Anti-Money Laundering Laws” means any applicable law or regulation in a U.S. or applicable non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease, (c) in respect of any Securitization Transaction of any Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease).
“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country, or regime that is blocked or the subject of comprehensive sanctions that have been imposed under U.S. Economic Sanctions Laws, or (c) a Person that is an agent, department, or instrumentality of, or is otherwise beneficially owned, 50% or more, by,
B-1

controlled by, or acting on behalf of, directly or indirectly, any Person, entity, organization, country, or regime described in clause (a) or (b).
“Business Day” means (a) for the purposes of Section 8.7 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in Minneapolis, Minnesota, or New York City are required or authorized to be closed.
“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as a lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP.
“Change of Control” means either of the following events:
(a)any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become, directly or indirectly, the “beneficial owner” (as defined in Rules 13d 3 and 13d 5 under the Exchange Act), by way of merger, consolidation or otherwise of 25% or more of the Voting Stock of the Company on a fully diluted basis, after giving effect to the conversion and exercise of all outstanding warrants, options and other securities of the Company convertible into or exercisable for Voting Stock of the Company (whether or not such securities are then currently convertible or exercisable); or
(b)during any period of twelve calendar months, individuals who at the beginning of such period constituted the board of directors of the Company together with any new members of such board of directors whose elections by such board of directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the members of such board of directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved cease for any reason to constitute a majority of the directors of the Company then in office.
“Closing” is defined in Section 3.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.
“Company” means Polaris Inc., a Delaware corporation, or any successor that becomes such in the manner prescribed in Section 10.5.
“Confidential Information” is defined in Section 20.
“Consolidated Interest Expense” means, as for any period, the consolidated interest expense of the Company and its Subsidiaries for such period determined in accordance with GAAP.
“Consolidated Net Worth” means stockholders’ equity of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.
“Control Event” means the execution by the Company of a definitive written agreement (excluding, for the avoidance of doubt, any letter of intent) that, when fully performed by the parties thereto, would result in a Change of Control.
B-2

“Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (b) if the Company has a parent company, such parent company and its Controlled Affiliates. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
“Credit Agreement” means the Fourth Amended and Restated Credit Agreement dated as of July 2, 2018 among the Company, certain Subsidiaries of the Company, the lenders identified therein, U.S. Bank National Association, as lead arranger, lead book runner, and administrative agent, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇ Fargo Securities, LLC and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as joint lead arrangement, joint book runners and syndication agents, and Bank of the West, Fifth Third Bank, JPMorgan Chase Bank, N.A., PNC Bank, National Association, and BMO ▇▇▇▇▇▇ Bank N.A., as documentation agents, as such agreement may be further amended, restated, supplemented, refinanced, increased or reduced from time to time, and any successor credit agreement or similar facility.
“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.
“Default Rate” means that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. in New York, New York as its “base” or “prime” rate.
“Disposition” is defined in Section 10.6.
“Domestic Subsidiary” means any Subsidiary of the Company incorporated or organized under the laws of the United States of America, any State thereof, or the District of Columbia, and any such Domestic Subsidiary’s respective successors and assigns.
“EBITDA” means, for any period, the sum of Net Income for such period (excluding the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of property)) plus, to the extent deducted in determining such Net Income (excluding the effect of any extraordinary or other non-recurring gains or losses (including any gain or loss from the sale of property)), (i) federal, state, local and foreign income, value added and similar taxes, (ii) Consolidated Interest Expense, (iii) depreciation and amortization expense and (iv) other non-cash charges. If, during the period for which EBITDA of the Company is being calculated, the Company or any Subsidiary has (i) acquired sufficient Equity Interests of a Person to cause such Person to become a Subsidiary; (ii) acquired all or substantially all of the assets or operations, division or line of business of a Person; or (iii) disposed of one or more Subsidiaries (or disposed of all or substantially all of the assets or operations, division or line of business of a Subsidiary or other person), EBITDA shall be calculated after giving pro forma effect thereto as if all of such acquisitions and dispositions had occurred on the first day of such period.
“Elevated Leverage Period” is defined in Section 10.1.
“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.
B-3

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“Event of Default” is defined in Section 11.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Covenant” is defined in Section 10.10(a).
“Form 10-K” is defined in Section 7.1(b).
“Form 10-Q” is defined in Section 7.1(a).
“Funded Debt” means, without duplication, the sum of (a) the principal amount of all obligations of the Company and its Subsidiaries for borrowed money, (b) all purchase money Indebtedness of the Company and its Subsidiaries, (c) the principal portion of all obligations of the Company and its Subsidiaries under Capital Leases, and (d) all drawn but unreimbursed amounts under all letters of credit (other than letters of credit supporting trade payables in the ordinary course of business) issued for the account of the Company or any of its Subsidiaries.
“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.
“Governmental Authority” means:
(c)the government of the United States of America or any state or other political subdivision thereof, or
(d)the government of any jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or
(e)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
“Guaranty Obligations” means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing any Indebtedness of any other Person in any
B-4

manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent:
(f)to purchase any such Indebtedness or other obligation or any property constituting security therefor;
(g)to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person;
(h)to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation; or
(i)to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof.
The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made, or, if less, the maximum amount for which such Person may be liable under the terms of the instruments evidencing such Guaranty Obligation.
“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, prohibited or penalized by any applicable law (including, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalizes substances).
“Hedging Agreements” means, collectively, interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements, in each case, entered into or purchased by the Company or any Subsidiary Guarantor.
“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.
“Incremental Interest” is defined in Section 1.4(c).
“Indebtedness” of any Person means, without duplication:
(j)all obligations of such Person for borrowed money;
(k)all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made;
(l)all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of
B-5

such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business);
(m)all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person;
(n)all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed;
(o)all Guaranty Obligations of such Person;
(p)the Attributable Indebtedness of such Person;
(q)all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided, however, that if such purchase, redemption, retirement, defeasance, payment, right, option, or acquisition requirement only may be consummated either (A) 180 or more days after the occurrence of the then current stated maturity date of the outstanding Notes or (B) after payment in full of the Notes, then such obligation in respect of an Equity Interest (including accrued and unpaid dividends) shall not constitute Indebtedness hereunder;
(r)all net obligations of such Person in respect of Hedging Agreements;
(s)the maximum amount of all performance and standby letters of credit issued or bankers’ acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed); and
(t)the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) to the extent such transaction is effected without recourse to such Person.
The Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture to the extent such Indebtedness is recourse to such Person.
“INHAM Exemption” is defined in Section 6.2(e).
“Institutional Investor” means (a) any original purchaser of a Note, (b)  any holder of more than $2,000,000 in aggregate principal amount of the Notes at the time outstanding, and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.
“Interest Coverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) EBITDA for the period of four fiscal quarters ending on such date to (b) Interest Expense for the period of four fiscal quarters ending on such date.
B-6

“Interest Expense” means, for any period, with respect to the Company and its Subsidiaries on a consolidated basis, all interest expense including the interest component under Capital Leases, as determined in accordance with GAAP.
“Investment Grade Incremental Interest” is defined in Section 1.4(b).
“Investment Grade Rating” means a rating with respect to the Company of (a) “BBB-” or better by S&P, (b) “Baa3” or better by ▇▇▇▇▇’▇, or (c) “BBB-” or better by Fitch (or an equivalent rating from any successor to any of the foregoing); provided that if at any time the Company holds ratings from (i) two (but only two) of the foregoing rating agencies, the lower of such ratings shall apply and (ii) three of the foregoing rating agencies, the second lowest of such ratings shall apply.
“Lenders” means the lending institutions identified as such in the Credit Agreement and their successors and assigns.
“Leverage Incremental Interest” is defined in Section 1.4(a).
“Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) Funded Debt on such date to (b) EBITDA for the period of four fiscal quarters ending on such date.
“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).
“Loan Agreement” is defined in Section 10.10(a).
“Make-Whole Amount” is defined in Section 8.7.
“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.
“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company to perform its obligations under this Agreement and the Notes, or (c) the ability of any Subsidiary Guarantor to perform its obligation under the Subsidiary Guaranty, or (d) the validity or enforceability of this Agreement (including any Supplement), the Notes or the Subsidiary Guaranty.
“Memorandum” is defined in Section 5.3(a).
“Most Favored Lender Notice” means a written notice from the Company to each holder of the Notes delivered promptly, and in any event within 5 Business Days after the inclusion of any Financial Covenant or any event of default, definition or other provision relating to such Financial Covenant in a Loan Agreement (including by way of amendment or other modification of any existing provision thereof), pursuant to Section 10.10, by a Responsible Officer of the Company in reasonable detail, including reference to Section 10.10, a verbatim statement of such Financial Covenant, event of default, definition, or other provision relating to such Financial Covenant and related to explanatory calculations, as applicable.
B-7

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).
“NAIC Annual Statement” is defined in Section 6.2(a).
“Net Income” means, for any period, the net income after taxes for such period of the Company and its Subsidiaries on a consolidated basis, as determined in accordance with GAAP.
“Net Leverage Ratio” means, as of the last day of each fiscal quarter, the ratio of (a) Funded Debt on such date minus the unrestricted and unencumbered cash and cash equivalent investments of the Company and its Subsidiaries on such date, as such amount appears on the Company’s balance sheet; provided, that (x) no more than $300,000,000 in the aggregate of such cash and cash equivalent investments shall be subtracted from Funded Debt at any time and (y) this clause (i) shall at no time be less than $0, to (b) EBITDA for the period of four fiscal quarters ending on such date.
“Notes” is defined in Section 1.2.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇-▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇.▇▇▇▇.
“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.
“Other Purchasers” is defined in Section 2.
“PAI” is defined in Section 10.6(e).
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.
“Permitted Receivables Securitization Transaction” means any sale, factoring or securitization transaction involving accounts receivable (and related assets) that may be entered into by the Company or any Subsidiary Guarantor pursuant to which the Company or any Subsidiary Guarantor may sell, convey or otherwise transfer, or may grant a security interest in, any accounts receivable, whether existing on the date of this Agreement or arising thereafter) of the Company or any Subsidiary Guarantor, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all bank accounts specifically designated for the collection of such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such accounts receivable and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with sales, factoring or securitizations involving accounts receivable.
“Person” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority.
B-8

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.
“Priority Debt” means, as of any date, the sum (without duplication) of (a) outstanding unsecured Indebtedness of Subsidiaries that are not Subsidiary Guarantors, and (b) Indebtedness of the Company and its Subsidiaries secured by Liens not otherwise permitted by Sections 10.4(a) through (k).
“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, ▇▇▇▇▇▇ or inchoate.
“Proposed Prepayment Date” is defined in Section 8.3(c).
“Purchaser” means each purchaser listed in Schedule A.
“QPAM Exemption” is defined in Section 6.2(d).
“Qualified Acquisition” means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof) that involves the payment of consideration (including, without limitation, the assumption of Indebtedness) by the Company and/or its Subsidiaries in excess of $250,000,000.
“Required Holders” means, at any time, the holders of more than 50% in principal amount of the Notes of such series at the time outstanding (exclusive of Notes of such series then owned by the Company or any of its Affiliates).
“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.
“Sale and Leaseback Transaction” means, with respect to the Company or any Subsidiary, any arrangement, directly or indirectly, with any Person whereby the Company or such Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.
“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.
“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.
B-9

“Senior Funded Debt” means any Funded Debt of the Company or any Subsidiary Guarantor, other than Funded Debt that is in any manner subordinated in right of payment or security in any respect to the Notes.
“Series 2018 Notes” is defined in Section 1.1.
“Source” is defined in Section 6.2.
“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is the subject of economic sanctions imposed under U.S. Economic Sanctions Laws.
“Subsidiary” means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, and (b) any partnership, association, joint venture or other entity in which such person directly or indirectly through Subsidiaries has more than a 50% equity interest at any time. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.
“Subsidiary Guarantor” means any Domestic Subsidiary of the Company that executes, or becomes a party to, the Subsidiary Guaranty.
“Subsidiary Guaranty” is defined in Section 1.3.
“Supplement” is defined in Section 1.2.
“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease or does not otherwise appear on a balance sheet under GAAP.
“this Agreement” or “the Agreement” is defined in Section 17.3.
“Total Assets” means, as of any date, the total assets of the Company and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.
“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.
“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation, or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country, or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act, and any other OFAC Sanctions Program.
B-10

“Voting Stock” means all classes of the Equity Interests of such Person then outstanding and normally entitled to vote in the election of directors (or similar governing authority).
“Wholly Owned Subsidiary” means, at any time, any Subsidiary 100% of all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly Owned Subsidiaries at such time.
“Wholly Owned Subsidiary Guarantor” means, at any time, any Subsidiary Guarantor 100% of all of the Equity Interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly Owned Subsidiary Guarantors at such time.
B-11

SCHEDULE 10.4
LIENS
DebtorSecured PartyFiling Office and DateUCC File No.
Polaris Inc. [DE]
1.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Delaware Secretary of State on May 23, 202320233784914
2.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Delaware Secretary of State on July 17, 202320234928973
3.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 7, 202320238292004
4.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 7, 202320238292988
5.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 7, 202320238297813
6.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 13, 202320238426206
7.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Delaware Secretary of State on February 16, 202420241066396
Polaris Inc. [MN]
1.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on April 8, 20201152947500332
2.Polaris Inc.▇▇▇▇▇ FARGO VENDOR FINANCIAL SERVICES, LLCMinnesota Secretary of State on September 16, 20201178035300586
3.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on November 13, 20201192676600325
4.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on November 13, 20201192676600338
5.Polaris Inc.DE ▇▇▇▇ ▇▇▇▇▇▇ FINANCIAL SERVICES, INC.Minnesota Secretary of State on April 6, 20211228785000159
6.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on May 25, 20211237052400386
7.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on August 24, 20211249279900375
8.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on August 26, 20211249759600255
Schedule 10.4

9.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on August 30, 20211250347000181
10.Polaris Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on November 2, 20211267925900332
11.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Minnesota Secretary of State on December 6, 20211275756300028
12.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Minnesota Secretary of State on June 10, 20221317578900020
13.Polaris Inc.DIE-TECH AND ENGINEERING, INC.Minnesota Secretary of State on July 11, 20221321054100021
Polaris Industries Inc. [DE]
1.Polaris Industries Inc.TCF EQUIPMENT FINANCE, A DIVISION OF TCF NATIONAL BANK
Delaware Secretary of State on September 12, 2016
•Amendment filed on August 30, 2017 adding collateral
•Amendment filed on January 1, 2021 adding collateral
•Amendment filed on September 9, 2021 changing secured party to THE HUNTINGTON NATIONAL BANK
•Continuation filed on September 9, 2021
•Amendment filed on December 27, 2023 adding collateral
•Amendment filed on July 22, 2024 adding collateral
20165553506
2.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATION
Delaware Secretary of State on June 13, 2018
•Continuation filed on January 3, 2023
20184002008
3.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 24, 201920199197281
4.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on December 24, 201920199197885
5.Polaris Industries Inc.TCF NATIONAL BANKDelaware Secretary of State on February 10, 20202020 0993891
6.Polaris Industries Inc.DIE-TECH AND ENGINEERING, INC.Delaware Secretary of State on February 19, 202020201235458
7.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on February 26, 202020201400326
Schedule 10.4

8.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on February 26, 202020201400359
9.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCEDelaware Secretary of State on March 20, 202020202084046
10.Polaris Industries Inc.TCF NATIONAL BANKDelaware Secretary of State on December 31, 202020209318959
11.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCEDelaware Secretary of State on April 23, 202120213178093
12.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATIONDelaware Secretary of State on March 15, 202320231976397
13.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATIONDelaware Secretary of State on September 8, 202320236137672
14.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATIONDelaware Secretary of State on September 8, 202320236137680
15.Polaris Industries Inc.U.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATIONDelaware Secretary of State on September 8, 202320236137698
16.Polaris Industries Inc.▇▇▇▇▇ FARGO VENDOR FINANCIAL SERVICES, LLCDelaware Secretary of State on December 21, 202320238638750
17.Polaris Industries Inc.▇▇▇▇▇ FARGO VENDOR EQUIPMENT FINANCE, INC.Delaware Secretary of State on April 23, 202420242691499
18.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on June 28, 202420244387344
19.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on July 18, 202420244881288
20.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on August 7, 202420245390057
Schedule 10.4

21.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on October 11, 202420247066051
22.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on October 28, 202420247462763
23.Polaris Industries Inc.▇▇▇▇▇ FARGO BANK, N.A.Delaware Secretary of State on November 15, 202420247959396
Polaris Industries Inc. [MN]
1.Polaris Industries Inc.DEERE CREDIT, INC.Minnesota Secretary of State on November 29, 20211273781900022
2.Polaris Industries Inc.DEERE CREDIT, INC.Minnesota Secretary of State on February 14, 20221296428600028
3.Polaris Industries Inc.DEERE CREDIT, INC.Minnesota Secretary of State on February 18, 20221297600000027
4.Polaris Industries Inc.CNH INDUSTRIAL CAPITAL AMERICA LLCMinnesota Secretary of State on May 31, 20241476587200530
Polaris Sales Inc. [MN]
1.Polaris Sales Inc.GENERAL MOTORS LLC
Minnesota Secretary of State on May 19, 2014
•Amendment filed on February 26, 2019 changing debtor to Polaris Sales Inc.
•Continuation filed on February 26, 2019
•Amendment filed on January 31, 2022 changing secured party address
•Continuation filed on January 5, 2024
201436645622
2.Polaris Sales Inc.POLARIS ACCEPTANCE
Minnesota Secretary of State on June 20, 2014
•Amendment filed on August 19, 2014 to restate collateral
•Amendment filed on August 19, 2014 to restate collateral
•Amendment filed on September 17, 2014 to restate collateral
•Amendment filed on October 3, 2014 to restate collateral
•Amendment filed on November 6, 2014 to restate collateral
•Amendment filed on December 9, 2014 to restate collateral
•Continuation filed on May 15, 2019
•Continuation filed on April 29, 2024
201437025839
Highwater Marine LLC [DE]
Schedule 10.4

1.Highwater Marine LLCGE COMMERCIAL DISTRIBUTION FINANCE LLC
Delaware Secretary of State on October 21, 2015
•Amendment filed on May 27, 2016 changing the secured party to ▇▇▇▇▇ FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
•Amendment filed on May 27, 2016 changing collateral
•Amendment filed on August 10, 2016 changing collateral
•Amendment filed on August 12, 2016 restating collateral
•Continuation filed on June 8, 2020
20154834510
2.Highwater Marine LLCYAMAHA MOTOR FINANCE CORPORATION, U.S.A.
Delaware Secretary of State on November 20, 2018
•Continuation filed on June 2, 2023
20188054732
Pontoon Boat, LLC [DE]
1.Pontoon Boat, LLCGE COMMERCIAL DISTRIBUTION FINANCE CORPORATION
Delaware Secretary of State on January 22, 2010
•Continuation filed September 15, 2024
•Amendment filed on November 6, 2015 restating the collateral
•Amendment filed on November 6, 2015 changing the Secured Party to GE COMMERCIAL DISTRIBUTION FINANCE LLC
•Amendment filed on May 27, 2016 changing the Secured Party to ▇▇▇▇▇ FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
•Amendment filed on May 27, 2016 restating the collateral
•Amendment filed on August 10, 2016 changing the collateral
•Amendment filed on August 12, 2016 restating the collateral
•Continuation filed on September 3, 2019
•Continuation filed on September 4, 2024
•Amendment filed on September 6, 2024 updating the Secured Party’s address
20100229181
2.Pontoon Boat, LLCHYG FINANCIAL SERVICES, INC.
Delaware Secretary of State on June 27, 2018
•Continuation filed on March 1, 2023
20184380313
Schedule 10.4

3.Pontoon Boat, LLCYAMAHA MOTOR FINANCE CORPORATION, U.S.A.
Delaware Secretary of State on November 20, 2018
•Continuation filed on June 2, 2023
20188055002
4.Pontoon Boat, LLCU.S. BANK EQUIPMENT FINANCE, A DIVISION OF U.S. BANK NATIONAL ASSOCIATIONDelaware Secretary of State on May 28, 202120214184330
5.Pontoon Boat, LLCPNC BANK, NATIONAL ASSOCIATIONDelaware Secretary of State on August 16, 202220226870836
WSI Industries, Inc. [MN]
1.WSI Industries, Inc.SIEMENS FINANCIAL SERVICES, INC.
Minnesota Secretary of State on August 7, 2017
•Continuation filed on April 9, 2022
960192800028
2.WSI Industries Inc.HERCULIFT INC.Minnesota Secretary of State on September 28, 20211259071000027
3.WSI Industries, Inc.▇▇▇▇▇ FARGO BANK, N.A.Minnesota Secretary of State on October 5, 20211261285700145
4.WSI Industries, Inc.DMG MORI USA INCMinnesota Secretary of State on June 9, 20231395046301208
5.WSI Industries, Inc.DMG MORI USA INCMinnesota Secretary of State on February 21, 20241456817101070
NOTE: A lien search under the name Polaris Acceptance Inc. revealed a UCC financing statement filed with the Minnesota Secretary of State (942040300030, filed March 22, 2017 and a continuation filed on November 15, 2021), however, the Debtor is Polaris Acceptance, a partnership which is not a Subsidiary of Polaris Inc.


Schedule 10.4

Document Metadata

Filed: February 18th, 2025