SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 2, 2016 AMONG POLARIS INDUSTRIES INC.,POLARIS SALES EUROPE SÀRL, AND ONE OR MORE OTHER FOREIGN SUBSIDIARIES DESIGNATED HEREAFTER, AS FOREIGN BORROWERS, THE LENDERS, U.S. BANK NATIONAL...

Table of Contents 

			Page
ARTICLE I DEFINITIONS			1
ARTICLE II THE CREDITS			32
	2.1.	Commitment	32
	2.2.	Determination of Dollar Amounts; Required Payments; Termination	33
	2.3.	Ratable Loans; Types of Advances	33
	2.4.	Swing Line Loans	33
	2.5.	Facility Fee	35
	2.6.	Minimum Amount of Each Advance	35
	2.7.	Reductions in Aggregate Commitment; Optional Principal Payments	35
	2.8.	Method of Selecting Types, Classes and Interest Periods for New Advances	36
	2.9.	Conversion and Continuation of Outstanding Advances; Maximum Number of Interest Periods	36
	2.10.	Interest Rates	37
	2.11.	Rates Applicable After Event of Default	38
	2.12.	Method of Payment	38
	2.13.	Noteless Agreement; Evidence of Indebtedness	39
	2.14.	Telephonic Notices	40
	2.15.	Interest Payment Dates; Interest and Fee Basis	40
	2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions	41
	2.17.	Lending Installations	41
	2.18.	Non-Receipt of Funds by the Administrative Agent	41
	2.19.	Facility LCs	42
	2.20.	Replacement of Lender	47
	2.21.	Limitation of Interest	48
	2.22.	Defaulting Lenders	49
	2.23.	Market Disruption	53
	2.24.	Judgment Currency	53
	2.25.	Increase Option	54
	2.26.	Foreign Borrowers	55
	2.27.	Liability of the Borrowers	56
	2.28.	Extensions of Commitments	58
ARTICLE III YIELD PROTECTION; TAXES			59
	3.1.	Yield Protection	59
	3.2.	Changes in Capital Adequacy Regulations	60
	3.3.	Availability of Types of Advances; Adequacy of Interest Rate	61
	3.4.	Funding Indemnification	61
	3.5.	Taxes	61

	3.6.	Selection of Lending Installation; Mitigation Obligations; Lender Statements; Survival of Indemnity	66
	3.7.	Non-U.S. Reserve Costs or Fees	66
ARTICLE IV CONDITIONS PRECEDENT			67
	4.1.	Effectiveness	67
	4.2.	Each Credit Extension	69
	4.3.	Initial Advance to Each Foreign Borrower	70
ARTICLE V REPRESENTATIONS AND WARRANTIES			71
	5.1.	Existence and Standing	71
	5.2.	Authorization and Validity	71
	5.3.	No Conflict; Government Consent	71
	5.4.	Financial Statements; Internal Control Event	72
	5.5.	Material Adverse Change	72
	5.6.	Taxes	72
	5.7.	Litigation and Guaranty Obligations	72
	5.8.	Subsidiaries; Material Subsidiaries	72
	5.9.	ERISA	73
	5.10.	Accuracy of Information	74
	5.11.	Intellectual Property	74
	5.12.	EEA Financial Institution	74
	5.13.	Compliance With Laws	74
	5.14.	Ownership of Properties	75
	5.15.	Plan Assets; Prohibited Transactions	75
	5.16.	Environmental Matters	75
	5.17.	Government Regulation	75
	5.18.	Insurance	76
	5.19.	Solvency	76
	5.20.	No Default	77
	5.21.	Foreign Borrowers	77
	5.22.	Foreign Employee Benefit Matters	77
	5.23.	Sanctioned Persons	78
ARTICLE VI COVENANTS			78
	6.1.	Financial Reporting	78
	6.2.	Material Subsidiaries	80
	6.3.	Use of Proceeds	80
	6.4.	Notice of Material Events	81
	6.5.	Conduct of Business	81
	6.6.	Taxes	81
	6.7.	Insurance	82
	6.8.	Compliance with Laws and Material Contractual Obligations	82
	6.9.	Maintenance of Properties	82
	6.10.	Books and Records; Inspection	82
	6.11.	Payment of Obligations	83

	6.12.	Indebtedness	83
	6.13.	Guaranty Obligations	83
	6.14.	Merger	84
	6.15.	Sale of Assets	84
	6.16.	Investments	85
	6.17.	Liens	86
	6.18.	Affiliates	88
	6.19.	Sale and Leaseback Transactions	88
	6.20.	[Reserved.]	88
	6.21.	Fiscal Year; Accounting; Organizational Documents	88
	6.22.	No Other Negative Pledges	88
	6.23.	PAI Assets	88
	6.24.	No Limitations	88
	6.25.	Financial Covenants	89
	6.26.	Further Assurances	89
ARTICLE VII DEFAULTS			89
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES			92
	8.1.	Acceleration; Remedies	92
	8.2.	Application of Funds	93
	8.3.	Amendments	94
	8.4.	Preservation of Rights	95
ARTICLE IX GENERAL PROVISIONS			95
	9.1.	Survival of Representations	95
	9.2.	Governmental Regulation	96
	9.3.	Headings	96
	9.4.	Entire Agreement	96
	9.5.	Several Obligations; Benefits of this Agreement	96
	9.6.	Expenses; Indemnification	96
	9.7.	Numbers of Documents	97
	9.8.	Accounting	97
	9.9.	Severability of Provisions	98
	9.10.	Nonliability of Lenders	98
	9.11.	Confidentiality	99
	9.12.	Nonreliance	99
	9.13.	Disclosure	99
	9.14.	USA PATRIOT ACT NOTIFICATION	99
	9.15.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	100
ARTICLE X THE ADMINISTRATIVE AGENT			100
	10.1.	Appointment; Nature of Relationship	100
	10.2.	Powers	101
	10.3.	General Immunity	101

	10.4.	No Responsibility for Loans, Recitals, etc	101
	10.5.	Action on Instructions of Lenders	101
	10.6.	Employment of Administrative Agents and Counsel	101
	10.7.	Reliance on Documents; Counsel	102
	10.8.	Administrative Agent’s Reimbursement and Indemnification	102
	10.9.	Notice of Event of Default	102
	10.10.	Rights as a Lender	103
	10.11.	Lender Credit Decision, Legal Representation	103
	10.12.	Successor Administrative Agent	104
	10.13.	Administrative Agent and Arranger Fees	104
	10.14.	Delegation to Affiliates	104
	10.15.	Collateral Releases	105
	10.16.	Co-Administrative Agents, Documentation Administrative Agent, Syndication Administrative Agent, etc	105
	10.17.	No Advisory or Fiduciary Responsibility	105
ARTICLE XI SETOFF; RATABLE PAYMENTS			105
	11.1.	Setoff	105
	11.2.	Ratable Payments	106
ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS			106
	12.1.	Successors and Assigns	106
	12.2.	Participations	107
	12.3.	Assignments	108
	12.4.	Dissemination of Information	110
	12.5.	Tax Treatment	110
ARTICLE XIII NOTICES			110
	13.1.	Notices; Effectiveness; Electronic Communication	110
ARTICLE XIV COUNTERPARTS; INTEGRATION; EFFECTIVENESS; ELECTRONIC EXECUTION			112
	14.1.	Counterparts; Effectiveness	112
	14.2.	Electronic Execution of Assignments	112
ARTICLE XV			112
EFFECT OF AMENDMENT			112
	15.1.	Effect of Amendment and Restatement	112
ARTICLE XVI CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL			113
	16.1.	CHOICE OF LAW	113
	16.2.	CONSENT TO JURISDICTION	113
	16.3.	WAIVER OF JURY TRIAL	113

EXHIBIT A – Form of Opinion

EXHIBIT B – Form of Compliance Certificate

EXHIBIT C – Form of Assignment and Assumption Agreement

EXHIBIT D – Form of Borrowing Notice

EXHIBIT E-1 – Form of Company Revolving Note

EXHIBIT E-2 – Form of Foreign Borrower Revolving Note

EXHIBIT E-3 – Form of Company Term Note

EXHIBIT E-4 – Form of Foreign Borrower Term Note

EXHIBIT F – Form of Increasing Lender Supplement

EXHIBIT G – Form of Augmenting Lender Supplement

EXHIBIT I – Form of Assumption Letter

PRICING SCHEDULE

SCHEDULE 1.1 – Commitments

SCHEDULE 2.1.1 – Existing Loans

SCHEDULE 5.8 – Subsidiaries

SCHEDULE 5.14 – Properties

SCHEDULE 6.16 – Investments

SCHEDULE 6.17 - Liens

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This Agreement, dated as of May 2, 2016, is between Polaris Industries Inc., Polaris Sales Europe Sàrl, as a Foreign Borrower, any other Foreign Subsidiary that hereafter becomes a party to this Agreement as a Foreign Borrower, the Lenders and U.S. Bank National Association, a national banking association, as LC Issuer, Swing Line Lender and as Administrative Agent. The parties hereto agree as follows:

RECITALS

ARTICLE I
DEFINITIONS

As used in this Agreement:

“Acceptance Partnership” means Polaris Acceptance, an Illinois general partnership.

“Acceptance Partnership Agreement” means that certain Amended and Restated Partnership Agreement, dated as of February 28, 2011, between PAI and CDF Joint Ventures, Inc., pursuant to which the Acceptance Partnership is governed, as the same may be amended, restated or otherwise modified from time to time.

“Acquisition” means the acquisition by any Person of (a) all or substantially all of the Equity Interests of another Person, (b) all or substantially all of the assets of another Person or (c) all or substantially all of a line of business of another Person, in each case whether or not involving a merger or consolidation with such other Person.

“Advance” means a borrowing hereunder, (i) made by all of the Lenders on the same Borrowing Date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Loans of the same Type and Class and, in the case of Eurocurrency Loans, for the same Interest Period. The term “Advance” shall include Swing Line Loans unless otherwise expressly provided.

“Administrative Agent” means U.S. Bank in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article X.

“Affected Lender” is defined in Section 2.20.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person, including, without limitation, such Person’s Subsidiaries. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities (or other ownership interests) of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof. As of the Effective Date, the Aggregate Commitment is $1,100,000,000.

“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

“Aggregate Outstanding Revolving Credit Exposure” means, at any time, the aggregate of the Outstanding Revolving Credit Exposure of all the Lenders.

“Aggregate Outstanding Term Loan Credit Exposure” means, at any time, the aggregate of the Outstanding Term Loan Credit Exposure of all the Lenders.

“Aggregate Revolving Commitment” means the aggregate of the Revolving Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof. As of the Effective Date, the Aggregate Revolving Commitment is $600,000,000.

“Aggregate Term Loan Commitment” means the aggregate of the Term Loan Commitments of all the Lenders, as reduced from time to time pursuant to the terms hereof. As of the Effective Date, the Aggregate Term Loan Commitment is $500,000,000.

“Agreed Currencies” means (i) Dollars, (ii) so long as such currencies remain Eligible Currencies, Pounds Sterling, Canadian Dollars, Swiss Francs and Euros, and (iii) any other Eligible Currency which the Borrowers requests the Administrative Agent to include as an Agreed Currency hereunder and which is acceptable to all of the Lenders.

“Agreement” means this Second Amended and Restated Credit Agreement, as it may be amended or modified and in effect from time to time.

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of the Federal Funds Effective Rate for such day plus 0.5% per annum and (iii) the Daily Eurocurrency Base Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for Dollars plus 1.00%, provided that, for the avoidance of doubt, the Daily Eurocurrency Base Rate for any day shall be based on the rate reported by the applicable financial information service at approximately 11:00 a.m. London time on such day.

“Anti-Corruption Laws” means, all laws, rules, and regulations of any jurisdiction applicable to the Company or its Subsidiaries, if any, from time to time concerning or relating to bribery or corruption.

“Applicable Facility Fee Rate” means, at any time, the percentage rate per annum at which Facility Fees are accruing on the Revolving Commitment (without regard to usage) at such time as set forth in the Pricing Schedule.

“Applicable Insolvency Laws” is defined in Section 2.27.9.

“Applicable Ticking Fee Rate” means, at any time, the percentage rate per annum at which Ticking Fees are accruing on the unused portion of the Term Loan Commitment at such time as set forth in the Pricing Schedule.

“Applicable Margin” means, with respect to Advances of any Type and any Class at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type and such Class as set forth in the Pricing Schedule.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approximate Equivalent Amount” of any currency with respect to any amount of Dollars shall mean the Equivalent Amount of such currency with respect to such amount of Dollars on or as of such date, rounded up to the nearest amount of such currency as determined by the Administrative Agent from time to time.

“Arranger” means U.S. Bank, and its successors, in its capacity as Lead Arranger and Lead Book Runner.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assumption Letter” means a letter of a Foreign Subsidiary of the Company addressed to the Lenders in substantially the form of Exhibit I hereto pursuant to which such Foreign Subsidiary agrees to become a Foreign Borrower and agrees to be bound by the terms and conditions hereof as applicable to a Foreign Borrower and as if originally a party hereto.

“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 such Person, the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable judgment 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).

“Augmenting Lender” is defined in Section 2.25.

“Authorized Officer” means any of the president, chief financial officer, vice president of finance, treasurer or assistant treasurer of the Company, acting singly.

“Auto-Extension Facility LC” means a Facility LC that includes provisions to provide for the automatic extension of the expiry date thereof without further action by the LC Issuer.

“Availability Period” means the period from the Effective Date to the earliest of (i) the date on which the Available Aggregate Term Loan Commitment is reduced to zero Dollars ($0), (ii) the one-year anniversary of the Effective Date, or (iii) the expiration or termination of the Term Loan Commitments.

“Available Aggregate Revolving Commitment” means, at any time, the Aggregate Revolving Commitment then in effect minus the Aggregate Outstanding Revolving Credit Exposure at such time.

“Available Aggregate Term Loan Commitment” means, at any time, the Aggregate Term Loan Commitment then in effect minus the Aggregate Outstanding Term Loan Credit Exposure at such time.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Base Rate” means, for any day, a rate per annum equal to (i) the Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case changing when and as the Alternate Base Rate or the Applicable Margin changes.

“Base Rate Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Base Rate.

“Base Rate Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the Base Rate.

“BofA” means Bank of America, N.A., a national banking association (or any subsidiary or affiliate of BofA designated by BofA.)

“Borrowers” means the Company and the Foreign Borrowers.

“Borrowing Date” means a date on which an Advance is made or a Facility LC is issued hereunder.

“Borrowing Notice” is defined in Section 2.8.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on which banks generally are open in New York City, New York, Minneapolis, Minnesota, London, England and, in the case of Eurocurrency Advances made in Canadian Dollars, Toronto, Ontario, for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in New York City, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“Canadian Dollar” and “CAD” means the lawful currency of Canada.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Collateralize” means to deposit in the Facility LC Collateral Account or to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the LC Issuer or Lenders, as collateral for LC Obligations or obligations of Lenders to fund participations in respect of LC Obligations, cash or deposit account balances or, if the Administrative Agent and the LC Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the LC Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

 “Cash Equivalent Investments” means (i) securities issued directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (ii) time and demand deposits, certificates of deposit and banker’s acceptances of (a) any Lender, (b) any commercial bank (whether domestic or foreign) having capital and surplus in excess of $500,000,000 or (c) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from ▇▇▇▇▇’▇ I at least P-1 or the equivalent thereof (any such bank being an “Approved Bank”), (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better from ▇▇▇▇▇’▇, (iv) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which a Borrower shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (v) Investments in tax exempt municipal bonds rated AA (or the equivalent thereof) or better by S&P or Aa2 (or the equivalent thereof) or better by ▇▇▇▇▇’▇, (vi) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (i) through (v) and (vii) shares of money market mutual funds that are rated at least “AAAm” or “AAA-G” by S&P or “P-1” or better by ▇▇▇▇▇’▇.

“Cash Management Services” means any banking services that are provided to the Company or any of its Subsidiaries by the Administrative Agent or any of its Affiliates (other than pursuant to this Agreement) or any other Lender or any of its Affiliates, including without limitation:  (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) stored value cards, (f) automated clearing house or wire transfer services, or (g) treasury management, including controlled disbursement, consolidated account, lockbox, overdraft, return items, sweep and interstate depository network services.

“CDOR Rate” means, with respect to the relevant Interest Period, the per annum rate equal to the greater of (a) zero percent (0%) and (b) arithmetic average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances for such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period) on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Services (or if the CDOR Page (or substitution therefor)  is not available to the Administrative Agent for any reason, such other generally recognized financial information service reporting Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) two (2) Business Days prior to the commencement of such Interest Period; provided, that if such CDOR rate is unavailable at any time pursuant to the foregoing methodology, such rate shall be the greater of (i) zero percent (0%) and (ii) an alternative published interest rate reported by a generally recognized financial information service selected by the Administrative Agent using its reasonable judgment.

“Change in Law” means the adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case of clauses (x) and (y), regardless of the date enacted, adopted, issued, promulgated or implemented.

“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 Equity Interests 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 Equity Interests of the Company (whether or not such securities are then currently convertible or exercisable); (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, or (c) the Company shall cease to own 100% of the Equity Interests of each Foreign Borrower.

“Class” when used in reference to any Loan or Advance, refers to whether such Loan, or the Loans comprising such Advance, are Revolving Loans or Term Loans.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“Collateral Shortfall Amount” is defined in Section 8.1(a).

“Commitments” means for each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment.

“Commodity Exchange Act”  means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company” means Polaris Industries Inc., a Minnesota corporation, and its successors and assigns.

“Computation Date” means each date that is (a) three Business Days prior to a Borrowing Date, (b) three Business Days prior to the date of the conversion or continuation of an Advance, (c) three Business Days prior to the issuance or Modification of a Facility LC, (d) three Business Days prior to any Non-Extension Notice Date (e) the date of any draw under a Facility LC, (f) the last Business Day of each month, or (g) any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

“Consolidated EBIT” means, for any period, Consolidated 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 from revenues in determining Consolidated 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)), (i) Consolidated Interest Expense for such period, and (ii) total Federal, state, foreign or other income taxes for such period for the Company and its Subsidiaries on a consolidated basis.

“Consolidated EBITDA” means, for any period, Consolidated EBIT for such period plus, to the extent deducted from revenues in determining Consolidated Net Income for such period, depreciation and amortization for such period. If, during the period for which Consolidated EBITDA of the Company is being calculated, the Company or any Subsidiary has (x) acquired sufficient Equity Interests of a Person to cause such Person to become a Subsidiary; (y) acquired all or substantially all of the assets or operations, division or line of business of a Person; or (z) 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), Consolidated EBITDA shall be calculated after giving pro forma effect thereto as if all such acquisitions and dispositions had occurred on the first day of such period.

“Consolidated Funded Indebtedness” means at any time, without duplication, the sum of (a) 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.

“Consolidated Interest Expense” means, with reference to any period, the interest expense of the Company and its Subsidiaries for such period determined in accordance with GAAP.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated on a consolidated basis for such period.

“Consolidated Net Worth” means stockholders’ equity of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

“Consolidated Revenue” means, with reference to any period, the revenue of the Company and its Subsidiaries for such period calculated on a consolidated basis.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Company or any of its Subsidiaries, are treated as a single employer under Section 414 of the Code.

“Conversion/Continuation Notice” is defined in Section 2.9.

“Credit Extension” means the making of an Advance or the issuance of a Facility LC hereunder.

“Daily Eurocurrency Base Rate” means the greater of (a) zero percent (0.0%) and (b) the applicable interest settlement rate for deposits in Dollars for one month administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) appearing on Reuters Screen LIBOR 01 (or on any successor or substitute page on such screen) as of 11:00 a.m. (London time) on a Business Day; provided, that, if Reuters Screen LIBOR 01 (or on any successor or substitute page)  is not available to the Administrative Agent for any reason, the applicable Daily Eurocurrency Base Rate shall instead be the greater of (i) zero percent (0.0%) and (ii) the applicable interest settlement rate for deposits in Dollars for one month administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as reported by any other generally recognized financial information service selected by the Administrative Agent as of 11:00 a.m. (London time) on a Business Day; provided, further, that, if no such interest settlement rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) is available to the Administrative Agent, the applicable Daily Eurocurrency Base Rate shall instead be the greater of (A) zero percent (0.0%) and (B) the rate determined by the Administrative Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in Dollars with first-class banks in the interbank market at approximately 11:00 a.m. (London time) on a Business Day in the approximate amount of U.S. Bank’s relevant Swing Line Loan and having a maturity equal to one month. For purposes of determining any interest rate hereunder or under any other Loan Document which is based on the Daily Eurocurrency Base Rate, such interest rate shall change as and when the Daily Eurocurrency Base Rate shall change.

“Daily Eurocurrency Loan” means a Swing Line Loan which, except as otherwise provided in Section 2.11, bears interest at the Daily Eurocurrency Rate.

“Daily Eurocurrency Rate” means, with respect to a Swing Line Loan, the sum of (a) the quotient of (i) the Daily Eurocurrency Base Rate, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to an Interest Period of one month, plus (b) the Applicable Margin.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days after the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, or (ii) pay to the Administrative Agent, the LC Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Facility LCs or Swing Line Loans) within two (2) Business Days after the date when due, (b) has notified the Borrowers, the Administrative Agent, the LC Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (other than an Undisclosed Administration), including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b)) upon delivery of written notice of such determination to the Borrowers, the LC Issuer, the Swing Line Lender and each Lender.

“Deposits” is defined in Section 11.1.

“Designated Currencies” means, with respect to (a) Polaris Sales Europe Sàrl, Dollars, Swiss Francs and Euros and (b) each other Foreign Borrower, the Agreed Currencies designated for such Foreign Borrower in the Assumption Letter applicable to such Foreign Borrower.

“Discretionary Currency” means any currency other than an Agreed Currency which is requested by the Borrowers and acceptable to an LC Issuer in its sole discretion at the time of each issuance of a Facility LC to be denominated in such other currency. For the avoidance of doubt, the decision by an LC Issuer to issue a Facility LC denominated in a particular currency (other than an Agreed Currency) shall not imply any agreement by such LC Issuer to issue future Facility LCs in the same currency.

“Dollar,” “$” and “USD” means the lawful currency of the United States of America.

“Dollar Amount” means, on any date of determination, (a) with respect to any amount in Dollars, such amount and (b) with respect to any amount in an Agreed Currency or Discretionary Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 2.2 using the Exchange Rate with respect to such Agreed Currency or Discretionary Currency at the time in effect or determined by the LC Issuer pursuant to Section 2.12(a) based on its actual cost of funds and in accordance with its standard practices.

“Domestic Subsidiary” means a Subsidiary of the Company incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means May 2, 2016.

“Eligible Assignee” means (i) a Lender; (ii) an Approved Fund; (iii) a commercial bank organized under the laws of the United States, or any state thereof, and having total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization; (iv) a commercial bank organized under the laws of any other country that is a member of the Organisation for Economic Co-operation and Development (“OECD”), or a political subdivision of any such country, and having total assets in excess of $3,000,000,000, calculated in accordance with the accounting principles prescribed by the regulatory authority applicable to such bank in its jurisdiction of organization, so long as such bank is acting through a branch or agency located in the country in which it is organized or another country that is described in this clause (iv); or (v) the central bank of any country that is a member of the OECD; provided, however, that none of the following shall qualify as an Eligible Assignee: the Company, any Affiliate of the Company, any Defaulting Lender or any of its Subsidiaries, or any natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person).

“Eligible Currency” means any currency other than Dollars that is readily available, freely traded, in which deposits are customarily offered to banks in the London interbank market, convertible into Dollars in the international interbank market available to the Lenders in such market and as to which a Dollar Amount may be readily calculated. If, after the designation by the Lenders of any currency as an Agreed Currency, currency control or other exchange regulations are imposed in the country in which such currency is issued, or any other event occurs, in each case with the result that different types of such currency are introduced, such country’s currency is (i) in the determination of the Administrative Agent, no longer readily available or freely traded, or (ii) as to which, in the determination of the Administrative Agent, a Dollar Amount is not readily calculable a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders, the Company and any applicable Foreign Borrower, and such country’s currency shall no longer be an Agreed Currency until such time as the Disqualifying Event(s) no longer exist, but in any event within five (5) Business Days of receipt of such notice from the Administrative Agent, the Company or such applicable Foreign Borrower shall repay all Loans in such currency to which the Disqualifying Event applies or convert such Loans into the Dollar Amount of Loans in Dollars, subject to the other terms contained in Article II.

“Environmental Claim” means any claim for injury, damages or harm to the environment, natural resource damages, personal injury, clean-up costs, clean-up work, corrective action, or any other remedy available under Environmental Laws or other applicable laws related to the release or threatened release of Hazardous Materials, including, but not limited to any remedy under civil, criminal or administrative laws and procedures.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of Hazardous Materials in, on or about surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Materials or the clean-up or other remediation thereof.

“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.

“Equivalent Amount” of any currency at any date shall mean the equivalent in U.S. Dollars of such currency, calculated on the basis of the arithmetic mean of the buy and sell spot rates of exchange of the Administrative Agent in the London interbank market (or other market where the Administrative Agent’s foreign exchange operations in respect of such currency are then being conducted) for such other currency at or about 11:00 a.m. (local time applicable to the transaction in question) on the date on which such amount is to be determined, rounded up to the nearest amount of such currency as determined by the Administrative Agent from time to time; provided, however, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such amount, and such determination shall be conclusive absent manifest error.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Company or any Subsidiary of the Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in “at risk” status (as defined in Section 430(i)(4) of the Code or Section 304(i)4 of ERISA); (e) the incurrence by the Company or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (g) the incurrence by the Company or any of its Subsidiaries or ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Company or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (h) the receipt by the Company, any Subsidiary of the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company, any Subsidiary of the Company or any ERISA Affiliate of any notice, concerning the imposition upon the Company, any Subsidiary of the Company or any ERISA Affiliate of withdrawal liability under Sections 4201 or 4204 of ERISA or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or, in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA, or (i) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA.

“EU” means the European Union.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time

“Euro” and “EUR” means the single currency of the participating member states of the EU.

“Eurocurrency Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurocurrency Rate.

“Eurocurrency Base Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, (x) in any Agreed Currency other than Canadian Dollars, the greater of (a) zero percent (0.0%) and (b) the applicable interest settlement rate for deposits in the applicable Agreed Currency administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) appearing on the applicable Reuters Screen (or on any successor or substitute page on such screen) for such Agreed Currency as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period; provided, that, if the applicable Reuters Screen (or on any successor or substitute page) for such Agreed Currency is not available to the Administrative Agent for any reason, the applicable Eurocurrency Base Rate for the relevant Interest Period shall instead be the greater of (i) zero percent (0.0%) and (ii) the applicable interest settlement rate for deposits in the applicable Agreed Currency administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) as reported by any other generally recognized financial information service selected by the Administrative Agent as of 11:00 a.m. (London time) on the Quotation Date for such Interest Period, and having a maturity equal to such Interest Period; provided, that, if no such interest settlement rate administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) is available to the Administrative Agent, the applicable Eurocurrency Base Rate for the relevant Interest Period shall instead be the greater of (A) zero percent (0.0%) and (B) the rate determined by the Administrative Agent to be the rate at which U.S. Bank or one of its Affiliate banks offers to place deposits in such Agreed Currency with first-class banks in the interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of U.S. Bank’s relevant Eurocurrency Loan and having a maturity equal to such Interest Period and (y) in Canadian Dollars, the CDOR Rate.

“Eurocurrency Loan” means a Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurocurrency Rate.

“Eurocurrency Rate” means, with respect to a Eurocurrency Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurocurrency Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Margin.

“Event of Default” is defined in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means on any day, for purposes of determining the Dollar Amount of any other currency, the rate at which such other currency may be exchanged into Dollars at the time of determination on such day on the Reuters WRLD Page for such currency.  In the event that such rate does not appear on any Reuters WRLD Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time as the Administrative Agent shall elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of Dollars for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and only to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation, the LC Issuer, and the Administrative Agent, (i) Taxes imposed on its overall net income, franchise Taxes, and branch profits Taxes imposed on it, by the respective jurisdiction under the laws of which such Lender, the LC Issuer or the Administrative Agent is incorporated or is organized or in which its principal executive office is located or, in the case of a Lender, in which such Lender’s applicable Lending Installation is located, (ii) in the case of a Non-U.S. Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to the laws in effect at the time such Non-U.S. Lender becomes a party to this Agreement or designates a new Lending Installation, except in each case to the extent that, pursuant to Section 3.5(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Installation, (iii) is attributable to the Non-U.S. Lender’s failure to comply with Section 3.5(f), and (iv) any U.S. federal withholding Taxes imposed by FATCA.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Commitment” means the Commitment (as such term is defined in the Existing Credit Agreement) of an Existing Lender under and pursuant to the Existing Credit Agreement.

“Existing Credit Agreement” means that certain Credit Agreement dated as of August 18, 2011 by and between the Borrowers, the lenders party thereto and U.S. Bank National Association, as administrative agent, as amended and restated pursuant to that certain Amended and Restated Credit Agreement dated March 6, 2015 and as further amended, supplemented or otherwise modified prior to the Effective Date.

“Existing Lender” means the financial institutions party to the Existing Credit Agreement as lenders.

“Existing Revolving Loans” means the Revolving Loans (as such term is defined in the Existing Credit Agreement) of an Existing Lender under and pursuant to the Existing Credit Agreement.

“Extended Termination Date” is defined in Section 2.28(a).

“Extending Lender” means an Existing Lender that, on or prior to the Effective Date, executes and delivers to the Administrative Agent (or its counsel) a counterpart of this Agreement.

“Extension” is defined in Section 2.28(a).

“Extension Amendments” is defined in Section 2.28(b).

“Extension Offer” is defined in Section 2.28(a).

“Facility Fees” means fees payable to the Lenders pursuant to Section 2.5.1.

“Facility LC” is defined in Section 2.19.1.

“Facility LC Application” is defined in Section 2.19.3.

“Facility LC Collateral Account” is defined in Section 2.19.11.

“Facility LC Sublimit” means $50,000,000.

“Facility Termination Date” means May 2, 2021, or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means, for any day, an interest rate per annum equal to the greater of (i) zero percent (0.0%) and (ii) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. Central time on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion.

“Foreign Borrower” means Polaris Sales Europe Sàrl and any other Foreign Subsidiary of the Company which is designated by the Company and has become a Foreign Borrower pursuant to the terms of Section 2.26 and their respective successors and assigns.

“Foreign Borrower Obligations” means with respect to any given Foreign Borrower all unpaid principal of and accrued and unpaid interest on any Advances made to such Foreign Borrower, all LC Obligations associated with Facility LCs for which such Foreign Borrower is the account party, all obligations in connection with Cash Management Services provided to such Foreign Borrower, all Rate Management Obligations of such Foreign Borrower, all accrued and unpaid fees related to any of the foregoing and all expenses, reimbursements, indemnities and other obligations of such Foreign Borrower to the Lenders or to any Lender, the Administrative Agent, the LC Issuer or any indemnified party arising under the Loan Documents.

“Foreign Employee Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company, any of its Subsidiaries or any members of its Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).

“Foreign Pension Plan” means any employee benefit plan as described in Section 3(3) of ERISA for which the Company or any member of its Controlled Group is a sponsor or administrator and which (i) is maintained or contributed to for the benefit of employees of the Company, any of its Subsidiaries or any member of its Controlled Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) of ERISA, and (iii) under applicable local law, is required to be funded through a trust or other funding vehicle.

“Foreign Subsidiary” means any Subsidiary organized under the laws of a jurisdiction not located in the United States of America.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the LC Issuer, such Defaulting Lender’s ratable share of the LC Obligations with respect to Facility LCs issued by the LC Issuer other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s ratable share of outstanding Swing Line Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

“Government Acts” is defined in Section 2.19.9.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervisory Practices or any successor or similar authority to any of the foregoing).

 “Guarantor” means the Subsidiaries party to the Guaranty from time to time.

“Guaranty” means that certain Guaranty dated as of August 18, 2011 executed by the Guarantors in favor of the Administrative Agent, for the ratable benefit of the Lenders, as it may be amended or modified (including, without limitation, by the joinder of additional Guarantors) and in effect from time to time.

“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 manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) 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, (c) 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 (d) 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 pollutant, contaminant, petroleum or petroleum product, dangerous or toxic substance, hazardous or extremely hazardous substance or chemical, solid or hazardous waste, special, liquid, industrial or other waste, asbestos, hazardous material, or other material, substance or agent, whether in solid, liquid or gaseous form, (i) that is regulated in connection with the protection of the environment, (ii) the presence of which requires investigation or remediation under any Environmental Laws, (iii) that is defined or listed as a “hazardous waste,” “hazardous substance,” “extremely hazardous substance,” “hazardous or deleterious substance,” “pollutant or contaminant” or the equivalent under any Environmental Laws; (iv) that is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous (including any substance that contains polychlorinated biphenols (PCBs), asbestos or urea formaldehyde foam insulation); or (v) the presence of which causes or threatens to cause a nuisance or poses or threatens to pose a threat to human health, safety or the environment.

“Highest Lawful Rate” shall mean, on any day, the maximum non-usurious rate of interest permitted for that day by applicable federal or state law stated as a rate per annum.

“Home Country” is defined in Section 5.20.

“Increasing Lender” is defined in Section 2.25.

“Incremental Term Loan” is defined in Section 2.25.

“Incremental Term Loan Amendment” is defined in Section 2.25.

“Indebtedness” of a Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) 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 such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) 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, (e) 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, (f) all Guaranty Obligations of such Person, (g) the Attributable Indebtedness of such Person, (h) 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, (i) all net obligations of such Person in respect of Rate Management Transactions, (j) 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 (k) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) unless 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.

“Indemnified Taxes” means Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, other than Excluded Taxes and Other Taxes.

 “Intellectual Property” is defined in Section 5.11.

“Intercreditor Agreement” means that certain Intercreditor and Collateral Agency Agreement, dated as of August 18, 2011 by and between the Administrative Agent, U.S. Bank National Association as Collateral Agent and the Noteholders party thereto.

“Interest Differential” is defined in Section 3.4.

“Interest Period” means, with respect to a Eurocurrency Advance (a) denominated in Dollars, a period of seven days or of one, two, three, six or twelve months, (b) denominated in Swiss Francs or Euros, a period of seven days or of one or three months and (c) denominated in any other Agreed Currency, a period of one or three months, in each case commencing on a Business Day selected by the Borrower of such Advance pursuant to this Agreement; provided, that Interest Periods of twelve months may only be elected by such Borrower with the consent of all Lenders.  Any Interest Period of one, two, three, six or twelve months shall end on the day which corresponds numerically to such date one, two, three, six or twelve months thereafter; provided, however, that if there is no such numerically corresponding day in such next, second, third, sixth or twelfth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third, sixth or twelfth succeeding month.  If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

“Internal Control Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Company’s or any of its Subsidiaries’ internal controls over financial reporting, in each case as described in the Securities Laws.

“Investment” in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise, but excluding capital expenditures and acquisitions of inventory in the ordinary course of business) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the lease or purchase of equipment, inventory or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a letter of credit issued on behalf of such Person) incurred for the benefit of such Person.

“IRS” means the Internal Revenue Service.

“ISP98” means the “International Standby Practices 1998” published by the International Chamber of Commerce in ICC publication No. 590 (1998), or such later version thereof as may be in effect at the time of issuance of a Letter of Credit stated to be governed by the ISP98.

“Joint Venture Basket” means Indebtedness incurred by, Guaranties made by, or Investments made by, the Company or its Subsidiaries to support the Company’s consumer finance program (other than Acceptance Partnership) or other joint ventures in an aggregate amount not to exceed the greater of $750,000,000 or twenty percent (20%) of Consolidated Net Worth. For the avoidance of doubt, the Joint Venture Basket shall include obligations to purchase the property of another Person from a creditor of such other Person who has repossessed such property as a result of a default by such other Person under a retail consumer finance program financing arrangement with such creditor.

“LC Fee” is defined in Section 2.19.4.

“LC Issuer” means U.S. Bank (or any subsidiary or affiliate of U.S. Bank designated by U.S. Bank) or BofA in their capacity as issuers of Facility LCs hereunder.

“LC Obligations” means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs (including, for the avoidance of doubt, all Existing Letters of Credit) outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. For the avoidance of doubt, a Facility LC which would have expired by its terms, but which has been extended due to the effect of Rule 3.14 of ISP98, will deemed to be outstanding for the purposes of determining the LC Obligations.

“LC Payment Date” is defined in Section 2.19.5.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns. Unless otherwise specified, the term “Lenders” includes U.S. Bank in its capacity as Swing Line Lender.

“Lending Installation” means, with respect to a Lender or the Administrative Agent, the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on the signature pages hereof (in the case of the Administrative Agent) or otherwise selected by such Lender or the Administrative Agent pursuant to Section 2.17.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable.

“Leverage Ratio” means, as of any date of calculation, the ratio of (i) Consolidated Funded Indebtedness outstanding on such date to (ii) Consolidated EBITDA for the Company’s then most-recently ended four fiscal quarters.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means a Revolving Loan, a Swing Line Loan, a Term Loan or an Incremental Term Loan.

“Loan Documents” means this Agreement, the Facility LC Applications, the Intercreditor Agreement, the Guaranty, any Pledge Agreements, any note or notes executed by the Borrowers in connection with this Agreement and payable to a Lender, and any other document or agreement, now or in the future, executed by any Borrower for the benefit of the Administrative Agent or any Lender in connection with this Agreement.

“Loan Party” or “Loan Parties” means, individually or collectively, the Borrowers, the Pledgors and the Guarantors.

“Material Adverse Effect” means a material adverse effect on (i) the business, Property, liabilities (actual and contingent), operations, condition (financial or otherwise), results of operations, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the ability of any Loan Party to perform its obligations under the Loan Documents to which it is a party, or (iii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent, the LC Issuer or the Lenders under the Loan Documents.

“Material Indebtedness” means Indebtedness in an outstanding principal amount of $100,000,000 or more in the aggregate (or the equivalent thereof in any currency other than U.S. dollars).

“Material Indebtedness Agreement” means any agreement under which any Material Indebtedness was created or is governed or which provides a commitment for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

“Material Subsidiary” means a Subsidiary that is a Guarantor or a Pledged Subsidiary.

“Minimum Collateral Amount” means, with respect to a Defaulting Lender, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 105% of the Fronting Exposure of the LC Issuer with respect to such Defaulting Lender for all Facility LCs issued and outstanding at such time and (ii) otherwise, an amount determined by the Administrative Agent and the LC Issuer in their sole discretion.

“Modify” and “Modification” are defined in Section 2.19.1.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Multiemployer Plan” means a Plan maintained pursuant to a collective bargaining agreement or any other arrangement to which the Company or any member of the Controlled Group is a party to which more than one employer is obligated to make contributions.

“New Lender” means any Lender that is not an Extending Lender.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extending Lender” means an Existing Lender that elects not to execute this Agreement.

 “Non-Extension Notice Date” is defined in Section 2.19.1(c).

“Non-U.S. Lender” means a Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Note” is defined in Section 2.13(d).

“Noteholders” means the holders from time to time of the Company’s Notes (for purposes of this definition only, as such term is defined in the NPA) issued pursuant to the NPA.

“NPA” means that certain Master Note Purchase Agreement, dated as of December 12, 2010 between the Company and the holders from time to time of the notes issued thereunder, as in effect on the Effective Date or as modified hereafter without breach of the provisions of this Agreement.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Obligations, all obligations in connection with Cash Management Services, all obligations with respect to Rate Management Transactions with a Lender or any Affiliate of a Lender, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Borrowers to the Lenders or to any Lender, the Administrative Agent, the LC Issuer or any indemnified party arising under the Loan Documents; provided, that, “Obligations” shall not, in any event, include Excluded Swap Obligations.

“OFAC” means, the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Original Currency” is defined in Section 2.12(b).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Outstanding Credit Exposure” means, as to any Lender at any time, the Dollar Amount of the sum of (i) such Lender’s Outstanding Revolving Credit Exposure, plus (ii) such Lender’s Outstanding Term Loan Credit Exposure.

“Outstanding Revolving Credit Exposure” means, as to any Lender at any time, the Dollar Amount of the sum of (i) the aggregate principal amount of its Revolving Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans outstanding at such time, plus (iii) an amount equal to its Pro Rata Share of the LC Obligations at such time.

“Outstanding Term Loan Credit Exposure” means, as to any Lender at any time, the Dollar Amount of the aggregate principal amount of its Term Loans outstanding at such time.

“PAI” means Polaris Acceptance, Inc., a Minnesota corporation.

“PAI Basket” means Guaranties made by, or Investments made by, (i) PAI as a general partner of Acceptance Partnership and (ii) the Company and PAI consisting of capital contributions or obligations to make capital contributions, in an amount not to exceed $750,000,000.

“Participant Register” is defined in Section 12.2.3.

“Participants” is defined in Section 12.2.1.

“PATRIOT Act” means, the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended from time to time, and any successor statute.

“Payment Date” means the last day of each fiscal quarter of the Company.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Acquisition” means an Acquisition by the Company or any of its Subsidiaries with respect to which all of the following are satisfied:  (a) the Equity Interests, assets or line of business acquired are in a line of business complementary or similar to or a reasonable extension of the Company’s current line of business; (b) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition; (c) if the aggregate consideration to be paid for such Acquisition equals or exceeds $50,000,000 (including, without limitation, the amount of any Indebtedness assumed in connection with such Acquisition), the Company shall have delivered to the Administrative Agent, prior to the closing of such Acquisition, a certificate of an Authorized Officer of the Company (i) providing calculations on a pro forma basis of each of the financial covenants set forth in Section 6.25 after giving effect to such Acquisition both (A) as of the actual date of such Acquisition and (B) as of the first day of the most recently ended fiscal quarter, which calculations shall demonstrate that, as of each such date, the Borrowers are or would have been in compliance with all of the financial covenants set forth in Section 6.25, and (ii) both before and after giving effect to such Acquisition, no Default or Event of Default exists; (d) the Company or one of its Wholly-Owned Subsidiaries is the surviving entity; (e) both before and after giving effect to such Acquisition, no Default or Event of Default exists; (f) the Leverage Ratio, on a pro forma basis reflecting consummation of such Acquisition shall be in compliance with Section 6.25.2; (g) the representations and warranties made by the Loan Parties in any Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date; (h) if such Acquisition involves the formation of a new Subsidiary of the Company, the Company will update Schedule 5.8; and (i) such Acquisition is undertaken in accordance with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees and awards to which any party to such Acquisition may be subject.

“Permitted Investment” is defined in Section 6.16.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Company or any member of the Controlled Group may have any liability.

“Pledge Agreement” means an agreement, however called, incorporating relevant foreign law to effect the pledge of Equity Interests of a Pledged Subsidiary as required by Section 6.2 and complying with Section 10.4 of the NPA.

“Pledged Subsidiary” means a Foreign Subsidiary of the Company (i) with respect to which sixty-five percent (65%) of the Equity Interests of such Foreign Subsidiary has been pledged to the Administrative Agent pursuant to a Pledge Agreement for the ratable benefit of the Lenders and, to the extent required by the NPA, the Noteholders or (ii) which is a Wholly-Owned Subsidiary of a Pledged Subsidiary.

“Pledgor” means each of Polaris Industries Inc., a Delaware corporation, Polaris Sales Inc., a Minnesota corporation and the Company or any other Subsidiary of the Company that enters into a Pledge Agreement.

“Pounds Sterling” and “GBP” means the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Pricing Schedule” means the Schedule attached hereto identified as such.

“Prime Rate” means a rate per annum equal to the prime rate of interest announced from time to time by U.S. Bank or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

“Priority Debt” has the meaning provided in the NPA.

“Private Placement Indebtedness” means Indebtedness of the Borrowers incurred pursuant to the NPA or a private placement of senior notes after the Effective Date; provided, that any such Indebtedness issued after the Effective Date shall be issued either (i) pursuant to the NPA as in effect on the Effective Date, or (ii) pursuant to definitive documentation which shall not contain representations, warranties, covenants or other provisions, including without limitation financial covenants, more restrictive than the representations, warranties, covenants and other provisions of this Agreement as of the date such Indebtedness is incurred, or provisions requiring security for such Indebtedness other than provisions requiring that such Indebtedness be secured equally and ratably with the Obligations (which shall be no more favorable to the holders of such Indebtedness than those set forth in the NPA as of the Effective Date).

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Pro Rata Share” means, with respect to a Lender, (a) with respect to Revolving Loans, a portion equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitments, provided, however, if all of the Revolving Commitments are terminated pursuant to the terms of this Agreement, then “Pro Rata Share” means the percentage obtained by dividing (i) such Lender’s Outstanding Revolving Credit Exposure at such time by (ii) the Aggregate Outstanding Revolving Credit Exposure at such time; provided, further, that when a Defaulting Lender shall exist, “Pro Rata Share” shall mean the percentage of the Aggregate Revolving Commitment (disregarding any Defaulting Lender’s Revolving Commitment) represented by such Lender’s Revolving Commitment and (b) with respect to Term Loans, a portion equal to a fraction the numerator of which is such Lender’s Term Loan Commitment and the denominator of which is the Aggregate Term Loan Commitment, provided, however, if all of the Term Loan Commitments are terminated pursuant to the terms of this Agreement, then “Pro Rata Share” means the percentage obtained by dividing (i) such Lender’s Outstanding Term Loan Credit Exposure at such time by (ii) the Aggregate Outstanding Term Loan Credit Exposure at such time; provided, further, that when a Defaulting Lender shall exist, “Pro Rata Share” shall mean the percentage of the aggregate Term Loan Commitments of all Term Lenders (disregarding any Defaulting Lender’s Term Loan Commitment) represented by such Lender’s Term Loan Commitment (except that no Lender is required to fund Term Loans to the extent that, after giving effect thereto, the aggregate amount of its outstanding Term Loans and funded would exceed the amount of its Term Loan Commitment (determined as though no Defaulting Lender existed)).

“Purchasers” is defined in Section 12.3.1.

“Quotation Date” means, in relation to any Interest Period for which an interest rate is to be determined, (a) if the related Advance is denominated in Dollars, two Business Days before the first day of that Interest Period, (b) if the related Advance is denominated in Euros, the earlier of three TARGET Days and three London Business Days (to the extent the two are not the same) before the first day of such Interest Period, (c) if the related Advance is denominated in Pounds Sterling, three London Business Days before the first day of such Interest Period, (d) if the related Advance is denominated in Swiss Francs, three Business Days before the first day of such Interest Period, and (e) if the related Advance is denominated in any other Agreed Currency, the date which is agreed to by the Lenders when they agree that such currency may be an Agreed Currency.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered by the Company or any Subsidiary which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“Real Properties” is defined in Section 5.15.

“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 pursuant to which the Company or any Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, any accounts receivable, whether existing on the Effective Date or arising thereafter) of the Company or any Subsidiary, 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. Without limiting the foregoing, “Receivables Securitization Transaction” includes the transactions pursuant to the following agreements and any replacement arrangement with the same economic effect: (i) Manufacturer’s Repurchase Agreement between Acceptance Partnership and the Company, Polaris Industries Inc., a Delaware corporation, and Polaris Sales Inc., a Minnesota corporation, dated February 7, 1996, or any amendment, restatement, renewal or replacement thereof; (ii) Manufacturer’s Financing Agreement between Polaris Industries Ltd. and GE Commercial Distribution Finance Canada dated January 1, 2007 or any amendment, restatement, renewal or replacement thereof; (iii) Purchase, Sale, Assignment and Amending Agreement by and between Polaris Industries Ltd. and GE Commercial Distribution Finance Canada dated July 21, 2006 or any amendment, restatement, renewal or replacement thereof; (iv) Distributor’s Agreement between GE Commercial Corporation (Australia) Pty Ltd. And Polaris Sales Australia Pty Ltd. dated April 3, 2000, or any amendment, restatement, renewal or replacement thereof; (v) Financial Agreement between Transamerica Commercial Finance France (n/k/a GE Commercial Distribution Finance and Polaris France S.A.) dated April 20, 2001, or any amendment, restatement, renewal or replacement thereof; (vi) Agreement between Transamerica Commercial Finance Limited (n/k/a GE Commercial Distribution Finance Europe Limited) and Polaris Britain Limited dated June 14, 2002, as supplemented by a Supplemental Agreement dated June 14, 2002, or any amendment, restatement, renewal or replacement thereof; (vii) Master Factoring Agreement between GE Commercial Distribution Finance Europe Limited and Polaris Britain Limited dated February 29, 2008, or any amendment, restatement, renewal or replacement thereof; (viii) Finance Sale Agreement between Polaris Scandinavia AB and Transamerica Commercial Finance Limited (n/k/a GE Commercial Distribution Finance Europe Limited) dated ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇▇▇▇▇), or any amendment, restatement, renewal or replacement thereof; (ix) Finance Sale Agreement between Polaris Scandinavia AB and Transamerica Commercial Finance Limited (n/k/a GE Commercial Distribution Finance Europe Limited) dated September ▇, ▇▇▇▇ (▇▇▇▇▇▇), or any amendment, restatement, renewal or replacement thereof; (x) Master Factoring Agreement between GE Commercial Distribution Finance GmbH and Polaris Germany GmbH dated July 27, 2007, or any amendment, restatement, renewal or replacement thereof and (xi) Collaboration Agreement dated June 10, 2009 by and between Banco Español de Credito S.A. and Polaris Sales Spain S. L., or any amendment, restatement, renewal or replacement thereof.

“Register” is defined in Section 12.3.4.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Reimbursement Obligations” means, at any time, the aggregate of all obligations of the Borrowers then outstanding under Section 2.19 to reimburse the LC Issuer for amounts paid by the LC Issuer in respect of any one or more drawings under Facility LCs.

“Reportable Event” means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section, with respect to a Plan, excluding, however, such events as to which the PBGC has by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the Code.

“Reports” is defined in Section 9.6(a).

“Required Lenders” means Lenders in the aggregate having greater than 50% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding greater than 50% of the Aggregate Outstanding Credit Exposure. The Commitments and Outstanding Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed on Eurocurrency liabilities (i) under Regulation D or (ii) by any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law)

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest in the Company or any Subsidiary of the Company other than a Wholly-Owned Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interests in the Company or any Subsidiary thereof or any option, warrant or other right to acquire any such equity interest in the Company or any such Subsidiary.

“Revolving Commitment” means, for each Lender, the obligation of such Lender to make Revolving Loans to, and participate in Facility LCs issued upon the application of, the Borrowers in an aggregate amount not exceeding the amount set forth on Schedule 1.1, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3 or as otherwise modified from time to time pursuant to the terms hereof.

“Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Outstanding Revolving Credit Exposure.

“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1(a) (or any conversion or continuation thereof).

“Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States, including transition rules, and, in each case, any amendments to such regulations.

“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

“Sale and Leaseback Transaction” means any sale or other transfer of Property by any Person with the intent to lease such Property as lessee.

“Sanctioned Country”: At any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

“Sanctioned Person”: At any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above.

“Sanctions”: Economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

“Securities Laws” means the Securities Act of 1933, the Exchange Act, ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, in each case as amended, and the rules and regulations and applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated thereunder.

“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 or any other Person.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Single Employer Plan” means a Plan maintained by the Company or any member of the Controlled Group for employees of the Company or any member of the Controlled Group.

“Specified Lien” is defined in Section 2.27.9.

“Stated Rate” is defined in Section 2.21.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Company.

“Substantial Portion” means, with respect to the Property of the Company and its Subsidiaries, Property which represents more than 10% of the consolidated assets of the Company and its Subsidiaries taken as a whole or Property which is responsible for more than 10% of the Consolidated Net Income of the Company and its Subsidiaries taken as a whole, in each case, as would be shown in the consolidated financial statements of the Company and its Subsidiaries as at the beginning of the twelve-month period ending with the month in which such determination is made (or if financial statements have not been delivered hereunder for that month which begins the twelve-month period, then the financial statements delivered hereunder for the quarter ending immediately prior to that month).

“Swap Counterparty” means, with respect to any swap with any Lender, any person or entity that is or becomes a party to such swap.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act between a Lender and one or more Swap Counterparties

“Swing Line Borrowing Notice” is defined in Section 2.4.2.

“Swing Line Lender” means U.S. Bank or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of this Agreement.

“Swing Line Loan” means a Loan made available to the Company by the Swing Line Lender pursuant to Section 2.4.

“Swing Line Sublimit” means the maximum principal amount of Swing Line Loans the Swing Line Lender may have outstanding to the Company at any one time, which, as of the Effective Date, is $100,000,000.

"Swiss Borrower" means Polaris Sales Europe Sàrl and any other Foreign Borrower incorporated in Switzerland and/or qualifying as a Swiss resident pursuant to Article 9 of the Swiss Federal Withholding Tax Act.

"Swiss Federal Withholding Tax Act" means the Swiss Federal Withholding Tax Act (Bundesgesetz uber die Verrechnungssteuer vom 13. Oktober 1965); together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

“Swiss Franc” and “CHF” means the lawful currency of the Swiss Confederation.

"Swiss Withholding Tax" means any Taxes levied pursuant to the Swiss Federal Withholding Tax Act.

“Synthetic Lease” means any synthetic leases, tax retention operating lease, off-balance sheet loans 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.

“TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.

“TARGET Day” means any day on which TARGET is open for settlement of payments in Euro.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, including interest, additions to tax and penalties applicable thereto.

“Term Lender” means, as of any date of determination, a Lender having a Term Loan Commitment.

“Term Loan Commitment” means, for each Lender, the obligation of such Lender to make Term Loans to the Borrowers in an aggregate amount not exceeding the amount set forth on Schedule 1.1, as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3 or as otherwise modified from time to time pursuant to the terms hereof.

“Term Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1.2 (or any conversion or continuation thereof).

“Ticking Fees” means fees payable to the Lenders pursuant to Section 2.5.2.

“Total Assets” means, as of any date, the total assets of the Company and its Subsidiaries on such date, determined on a consolidated basis in accordance with GAAP.

“Transferee” is defined in Section 12.4.

“Type” means, with respect to any Advance, its nature as a Base Rate Advance or a Eurocurrency Advance and with respect to any Loan, its nature as a Base Rate Loan or a Eurocurrency Loan.

“U.S. Bank” means U.S. Bank National Association, a national banking association, in its individual capacity, and its successors.

“Undisclosed Administration” means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary of which 100% of the beneficial ownership interests shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization of which 100% of the beneficial ownership interests shall at the time be so owned or controlled.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Advances also may be classified and referred to by Class (e.g., a “Revolving Advance”) or by Type (e.g., a “Eurocurrency Advance”) or by Class and Type (e.g., a “Eurocurrency Revolving Advance”).

31

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ARTICLE II
THE CREDITS

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S-8
[Signature Page to Second Amended and Restated Credit Agreement]

 

 

	JPMORGAN CHASE BANK, N.A., as a Lender
	By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇                                              Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President
	(address) ▇▇ ▇. ▇▇▇▇▇▇▇▇                                                          ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇

S-9
[Signature Page to Second Amended and Restated Credit Agreement]

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APPLICABLE MARGIN	TIER I STATUS	TIER II STATUS	TIER III STATUS	TIER IV STATUS	TIER V STATUS	TIER VI STATUS
Eurocurrency Rate	1.75%	1.50%	1.25%	1.125%	1.00%	0.875%
Base Rate	0.75%	0.50%	0.25%	0.125%	0.0%	0.0%

APPLICABLE MARGIN	TIER I STATUS	TIER II STATUS	TIER III STATUS	TIER IV STATUS	TIER V STATUS	TIER VI STATUS
Eurocurrency Rate	1.50%	1.30%	1.10%	1.00%	0.90%	0.795%
Base Rate	0.50%	0.30%	0.10%	0.00%	0.0%	0.0%

APPLICABLE FEE RATE	TIER I STATUS	TIER II STATUS	TIER III STATUS	TIER IV STATUS	TIER V STATUS	TIER VI STATUS
Facility Fee	0.25%	0.20%	0.15%	0.125%	0.10%	0.08%
Ticking Fee	0.25%	0.20%	0.15%	0.125%	0.10%	0.08%

LENDER	REVOLVING LOAN COMMITMENT		TERM LOAN COMMITMENT
U.S. Bank National Association	$	87,272,727.28	$	72,727,272.72
▇▇▇▇▇ Fargo Bank, National Association	$	73,636,363.64	$	61,363,636.36
Bank of America	$	73,636,363.64	$	61,363,636.36
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	73,636,363.64	$	61,363,636.36
Bank of the West	$	46,363,636.36	$	38,636,363.64
Fifth Third Bank	$	46,363,636.36	$	38,636,363.64
JPMorgan Chase Bank, N.A.	$	46,363,636.36	$	38,636,363.64
PNC Bank, National Association	$	46,363,636.36	$	38,636,363.64
BMO ▇▇▇▇▇▇ Bank N.A.	$	46,363,636.36	$	38,636,363.64
Branch Banking & Trust Company	$	32,727,272.73	$	27,272,727.27
Comerica Bank	$	27,272,727.27	$	22,727,272.73
Total	$	600,000,000	$	500,000,000

	Existing Revolving Loans (CHF)	Revolving Loans Outstanding on the Effective Date (CHF)
U.S. Bank National Association	10,744,500.00	10,778,181.82
▇▇▇▇▇ Fargo Bank, National Association	10,744,500.00	9,094,090.91
Bank of America	6,669,000.00	9,094,090.91
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	8,521,500.00	9,094,090.91
Bank of the West	6,669,000.00	5,725,909.09
Fifth Third Bank	4,816,500.00	5,725,909.09
JPMorgan Chase Bank, N.A.	0.00	5,725,909.09
PNC Bank, National Association	3,705,000.00	5,725,909.09
BMO ▇▇▇▇▇▇ Bank N.A.	0.00	5,725,909.09
Branch Banking & Trust Company	0.00	4,041,818.18
Comerica Bank	4,816,500.00	3,368,181.82
Royal Bank of Canada	10,744,500.00	0.00
Santander Bank, N.A.	6,669,000.00	0.00
	74,100,000.00	74,100,000.00

	Existing Letters of Credit (USD)		Letters of Credit Outstanding on the Effective Date (USD)
U.S. Bank National Association	$	84,425.35	$	84,690.01
▇▇▇▇▇ Fargo Bank, National Association	$	84,425.36	$	71,457.20
Bank of America	$	52,401.95	$	71,457.20
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	66,958.01	$	71,457.20
Bank of the West	$	52,401.96	$	44,991.57
Fifth Third Bank	$	37,845.83	$	44,991.57
JPMorgan Chase Bank, N.A.	$	0.00	$	44,991.57
PNC Bank, National Association	$	29,112.21	$	44,991.57
BMO ▇▇▇▇▇▇ Bank N.A.	$	0.00	$	44,991.57
Branch Banking & Trust Company	$	0.00	$	31,758.75
Comerica Bank	$	37,845.83	$	26,465.63
Royal Bank of Canada	$	84,425.36	$	0.00
Santander Bank, N.A.	$	52,401.96	$	0.00
	$	582,243.82	$	582,243.82

	Name	Jurisdiction	Type of Entity	Parent	Percentage Ownership	*    Guarantor **   Pledged  Foreign Subsidiary *** Wholly-owned subsidiary      of Pledged Foreign Subsidiary
First Tier Subsidiaries
1.	Polaris Industries Inc.	Delaware	Corporation	Polaris Industries Inc. (MN)	100.00%	*
2.	Polaris Acceptance Inc.	Minnesota	Corporation	Polaris Industries Inc. (MN)	100.00%	*
Second Tier Subsidiaries
3.	Dunes Holding, LLC	Minnesota	Limited Liability Company	Polaris Industries Inc. (DE)	100.00%	No
4.	Timbersled Products, Inc.	Idaho	Corporation	Polaris Industries Inc. (DE)	100.00%	No
5.	Resilient Technologies LLC	Wisconsin	Limited Liability Company	Polaris Industries Inc. (DE)	100.00%	*
6.	Primordial Inc.	Delaware	Corporation	Polaris Industries Inc. (DE)	100.00%	No
7.	North 54 Insurance, Inc.	Hawaii	Corporation	Polaris Industries Inc. (DE)	100.00%	*
8.	Polaris Sales Inc.	Minnesota	Corporation	Polaris Industries Inc. (DE)	100.00%	*
9.	Polaris Sales Mexico, S. de ▇.▇. de C.V.	Mexico	LLC	Polaris Industries Inc. (DE) Polaris Sales Inc.	99% 1%	No
10.	Trail Tech, Inc.	Washington	Corporation	Polaris Industries Inc. (DE)	100.00%	No
11.	▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company	California	Corporation	Polaris Industries Inc. (DE)	100.00%	No
12.	Indian Motorcycle Company	Delaware	Corporation	Polaris Industries Inc. (DE)	100.00%	*
13.	Indian Motorcycle International, LLC	Delaware	Limited Liability Company	Polaris Industries Inc. (DE)	100.00%	*

14.	HH Investment Limited	Hong Kong	Private Company	Polaris Industries Inc. (DE)	100.00%	No
15.	Polaris Luxembourg I Sarl	Luxembourg	Sarl	Polaris Industries Inc. (DE)	100.00%	**
Third Tier Subsidiaries
16.	Polaris Sales Australia Pty Ltd.	Australia	Corporation	Polaris Sales Inc.	100.00%	**
17.	Polaris Sales Europe Inc.	Minnesota	Corporation	Polaris Sales Inc.	100.00%	*
18.	Teton Outfitters, LLC	Idaho	Limited Liability Company	Polaris Sales Inc.	100.00%	*
19.	Polaris Limited China	People’s Republic of China	WFOE	Polaris Sales Inc.	100.00%	▇▇
▇▇.	▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ Import and Trade of Vehicles and Motorcycles LLC	Brazil	Limited Liability Company	Polaris Sales Inc. Polaris Industries Inc. (DE)	99.99% .01%	No
21.	Polaris India Private Ltd.	India	Private Limited Company	Polaris Sales Inc.	100.00%	No
22.	Polaris Industries Holdco LP	Cayman Islands	Limited Partnership	Polaris Sales Inc. Polaris Industries LLC	99.99% 0.01%	**
23.	Polaris Industries LLC	Delaware	Limited Liability Company	Polaris Sales Inc.	100.00%	No
24.	Polaris Direct Inc.	Minnesota	Corporation	Polaris Sales Inc.	100.00%	*
25.	Kolpin Outdoors, Inc.	Wisconsin	Corporation	Polaris Sales Inc.	100.00%	No
26.	Indian Motorcycle USA LLC	Delaware	Limited Liability Company	Indian Motorcycle International, LLC	100.00%	*
27.	Shanghai ▇▇ ▇▇▇▇ Power Technology Co. Ltd.	People’s Republic of China	WFOE	HH Investment Limited	100.00%	No
28.	Polaris Luxembourg II Sarl	Luxembourg	Sarl	Polaris Luxembourg I Sarl	100.00%	***

Fourth Tier Subsidiaries
29.	Victory Motorcycles Australia Pty Ltd	Australia	Corporation	Polaris Sales Australia Pty Ltd.	100.00%	***
30.	swissauto powersport llc	Switzerland	Limited Liability Company	Polaris Sales Europe Inc.	100.00%	**
31.	KLIM Europe Aps	Denmark	Private Limited Company	Teton Outfitters, LLC	100.00%	No
32.	Polaris Britain Limited	United Kingdom	Corporation	Polaris Industries Holdco LP	100.00%	***
33.	Polaris Finance Co Sarl	Luxembourg	Sarl	Polaris Industries Holdco LP	100.00%	***
34.	Polaris Canada Holdco LP	Canada	Limited Partnership	Polaris Luxembourg II Sarl Polaris Luxembourg I Sarl	99.999999%   0.000001%	***
Fifth Tier Subsidiaries
35.	Polaris Scandinavia AB	Sweden	Corporation	Polaris Britain Limited	100.00%	***
36.	Polaris Germany GmbH	Germany	GmbH	Polaris Britain Limited	100.00%	***
37.	Polaris Sales Spain, S.L.	Spain	SL	Polaris Britain Limited	100.00%	***
38.	Polaris France	France	SAS	Polaris Britain Limited	100.00%	***
39.	Polaris Sales Europe Sarl	Switzerland	Sarl	Polaris Britain Limited	100.00%	***
40.	Polaris Poland Sp. z o. o.	Poland	Limited Liability Company	Polaris Finance Co. Sarl	100.00%	***
41.	Polaris Industries Ltd.	Canada	Corporation	Polaris Canada Holdco LP	100.00%	***
Sixth Tier Subsidiaries
42.	Polaris Norway AS	Norway	Corporation	Polaris Scandinavia AB	100.00%	***
43.	A.M. Holding S.A.S.	France	SAS	Polaris France S.A.S.	100.00%	***
44.	▇▇▇▇▇▇ Industrie S.A.	France	SA	Polaris France S.A.S.	100.00%	***

45.	North Pole Star, S. de ▇.▇. de C.V.	Mexico	Limited Liability Company	Polaris Sales Europe Sarl Polaris France S.A.S.	99.00% 1.00%	***
46.	KLIM Europe Sarl	Switzerland	Sarl	Polaris Sales Europe Sarl	100.00%	***
Seventh Tier Subsidiaries
47.	Aixam-Mega S.A.S.	France	SAS	A.M. Holding S.A.S.	100.00%	***
48.	FAM SAS	France	SAS	A.M. Holding S.A.S.	100.00%	***
Eighth Tier Subsidiaries
49.	Aixam Immobilier S.A.S.	France	SAS	Aixam-Mega S.A.S.	100.00%	***
50.	Mega Production S.A.	France	SA	Aixam-Mega S.A.S.	100.00%	***
51.	Aixam Production SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	***
52.	Carmax SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	***
53.	Carmetal SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	***
54.	Compagnie Industrielle du Vercors SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	***
55.	Aixam Mega Engineering SAS	France	SAS	Aixam-Mega S.A.S.	100.00%	***
56.	Aixam Mega Nederland BV	Netherlands	BV	Aixam-Mega S.A.S.	100.00%	***
57.	Aixam Lusitana Sociedade De Comercializacae de Automoveis, S.A.	Portugal	SA	Aixam-Mega S.A.S.	100.00%	***
58.	Aixam Mega Ltd.	United Kingdom	Corporation	Aixam-Mega S.A.S.	100.00%	***
59.	Aixam Mega Italia S.R.L.	Italy	SRL	Aixam-Mega S.A.S.	100.00%	***
60.	AIXAM Mega GmbH	Austria	GmbH	Aixam-Mega S.A.S.	100.00%	***
61.	Aixam-Mega Iberica S.L.	Spain	SL	Aixam-Mega S.A.S.	100.00%	***
Ninth Tier Subsidiary
62.	SCI GEB	France	SCI	Aixam Immobilier S.A.S.	100.00%	***

	Debtor	Secured Party	Filing Office and Date	UCC File No.	Collateral Description
Polaris Industries Inc. [MN]
1.	Polaris Industries, Inc.	Data Sales Company	Minnesota Secretary of State on May 6, 2011	201124168439	Equipment
2.	Polaris Industries, Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on May 20, 2011	201124335664	Equipment
3.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on May 20, 2011	201124335690	Equipment
4.	Polaris Industries, Inc.	HS Die & Engineering Inc.	Minnesota Secretary of State on June 9, 2011	201124541515	Equipment
5.	Polaris Industries, Inc.	HS Die & Engineering Inc.	Minnesota Secretary of State on August 25, 2011	201125338440	Equipment
6.	Polaris Industries, Inc.	HS Die & Engineering Inc.	Minnesota Secretary of State on October 19, 2011	201125914490	Equipment
7.	Polaris Industries, Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on December 9, 2011	201126445447	Equipment
8.	Polaris Industries, Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on March 21, 2012	201227635504	Equipment
9.	Polaris Industries, Inc.	HS Die & Engineering Inc.	Minnesota Secretary of State on April 2, 2012	201227783066	Equipment
10.	Polaris Industries Inc.	Toyota Motor Credit Corporation and Power-Lift Inc.	Minnesota Secretary of State on April 25, 2012	201228072536	Equipment
11.	Polaris Industries, Inc.	HS Die & Engineering Inc.	Minnesota Secretary of State on May 7, 2012	201228218560	Equipment
12.	Polaris Industries, Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on August 8, 2012	201229206818	Equipment
13.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on August 9, 2012	201229217572	Equipment
14.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on October 26, 2012	201230033250	Equipment
15.	Polaris Industries, Inc.	BLM Group USA Corporation	Minnesota Secretary of State on October 29, 2012	201230049248	Equipment
16.	Polaris Industries, Inc.	H.S.  Die & Engineering Inc.	Minnesota Secretary of State on April 5, 2013	201331860499	Equipment
17.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 21, 2013	201332832086	Equipment
18.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on June 24, 2013	201332864862	Equipment
19.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on June 30, 2013	201332941719	Equipment

20.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on August 28, 2013	201333603933	Equipment
21.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on May 19, 2014	201436650453	Equipment
22.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on July 17, 2014	201437311713	Equipment
23.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368310	Equipment
24.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on July 23, 2014	201437368334	Equipment
25.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Minnesota Secretary of State on August 28, 2014	201437742918	Equipment
26.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 16, 2014	201437927454	Equipment
27.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Minnesota Secretary of State on September 22, 2014	201437989832	Equipment
28.	Polaris Industries Inc.	TCF Equipment Finance, a division of TCF National Bank	Minnesota Secretary of State on October 1, 2014	201438100771	Equipment
29.	Polaris Industries Inc.	First Western Bank & Trust dba All Lines Leasing	Minnesota Secretary of State on December 3, 2014	201438761861	Equipment
30.	Polaris Industries Inc.	First Western Bank & Trust dba All Lines Leasing	Minnesota Secretary of State on January 23, 2015	807479600036	Equipment
31.	Polaris Industries Inc.	Chemetall US Inc.	Minnesota Secretary of State on May 22, 2015	827653600030	Inventory and proceeds
32.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on September 1, 2015	840336800025	Equipment
33.	Polaris Industries Inc.	IKON Financial Svcs	Minnesota Secretary of State on January 8, 2016	865584401269	Equipment
34.	Polaris Industries Inc.	GE Capital Information Technology Solutions, LLC	Minnesota Secretary of State on January 12, 2016	866457400398	Equipment
35.	Polaris Industries Inc.	Die-Tech and Engineering, Inc.	Minnesota Secretary of State on February 29, 2016	875769000027	Equipment
Polaris Industries Inc. [DE]
36.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on August 11, 2011	20113118422	Equipment
37.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on August 22, 2011	20113248666	Equipment
38.	Polaris Industries Inc.	Marco, Inc.	Delaware Secretary of State on October 31, 2011	20114202225	Equipment
39.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on November 4, 2011	20114260090	Equipment
40.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on January 10, 2012	20120104242	Equipment

41.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 4, 2012	20123838218	Equipment
42.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 23, 2012	20124088417	Equipment
43.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on November 7, 2012	20124302164	Equipment
44.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on December 27, 2012	20125066867	Equipment
45.	Polaris Industries Inc.	H.S. Die & Engineering Inc.	Delaware Secretary of State on January 15, 2013	20130192220	Equipment
46.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on January 18, 2013	20130253626	Equipment
47.	Polaris Industries Inc.	Toyota Motor Corporation	Delaware Secretary of State on March 5, 2013	20131004077	Equipment
48.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on May 1, 2013	20131654392	Equipment
49.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on July 18, 2013	20132774850	Equipment
50.	Polaris Industries Inc.	U.S. Bank National Association, as Collateral Agent	Delaware Secretary of State on December 20, 2013	20135054045	Ownership interest in Polaris Luxembourg I S.à.▇.▇.
51.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on February 19, 2014	20140649186	Equipment
52.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on March 18, 2014	20141052091	Equipment
53.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on April 9, 2014	20141393776	Equipment
54.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on April 28, 2014	20141648559	Equipment
55.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on June 23, 2014	20142469807	Equipment
56.	Polaris Industries Inc.	Marco, Inc.	Delaware Secretary of State on August 1, 2014	20143176179	Equipment
57.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on September 23, 2014	20143799822	Equipment
58.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042503	Equipment
59.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042552	Equipment
60.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 8, 2014	20144042560	Equipment
61.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on November 5, 2014	20144467700	Equipment
62.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on November 13, 2014	20144575312	Equipment
63.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on November 19, 2014	20144681359	Equipment

64.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on December 22, 2014	20145211198	Equipment
65.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on February 5, 2015	20150514850	Equipment
66.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on March 19, 2015	20151160190	Equipment
67.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on March 27, 2015	20151305803	Equipment
68.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on April 8, 2015	20151496107	Equipment
69.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on April 29, 2015	20151827087	Equipment
70.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on May 15, 2015	20152100971	Equipment
71.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on June 19, 2015	20152643020	Equipment
72.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on August 10, 2015	20153463535	Equipment
73.	Polaris Industries Inc.	Accubilt, Inc.	Delaware Secretary of State on October 2, 2015	20154464656	Equipment
74.	Polaris Industries Inc.	Custom Tool and Die Co.	Delaware Secretary of State on October 22, 2015	20154859574	Equipment
75.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on October 26, 2015	20154929765	Equipment
76.	Polaris Industries Inc.	Commercial Tool & Die, Inc.	Delaware Secretary of State on December 7, 2015	20155847487	Equipment
77.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156127533	Equipment
78.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on December 18, 2015	20156128697	Equipment
79.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786424	Equipment
80.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on February 9, 2016	20160786457	Equipment
81.	Polaris Industries Inc.	▇▇▇▇▇ Fargo Bank, N.A.	Delaware Secretary of State on March 4, 2016	20161329729	Equipment
Polaris Sales Inc.
82.	Polaris Sales Inc.	U.S. Bank National Association, as Collateral Agent	Minnesota Secretary of State on September 29, 2011 Amendment filed on October 29, 2012 to restate collateral	201125685595   20123005069	Ownership interest in Polaris Sales Australia Pty Ltd. and Polaris Industries Holdco LP
83.	Polaris Sales Inc.	General Motors LLC	Minnesota Secretary of State on May 19, 2014	201436645622	Equipment

84.	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 ·Amended filed on December 9, 2014 to restate collateral	201437025839   ·20143766007   ·20143766008   ·20143794568   ·20143812900   ·20143849112   ·798422000116	All accounts
Polaris Sales Europe Inc.
85.	Polaris Sales Europe Inc.	U.S. Bank National Association, as Collateral Agent	Minnesota Secretary of State on January 21, 2014		Ownership interest in swissauto powersport llc
Teton Outfitters, LLC
86.	Teton Outfitters, LLC	Encore Leasing Group, LLC	Idaho Secretary of State on April 14, 2011	B2011-1091562-8	Equipment
87.	Teton Outfitters, LLC	U.S. Bank Equipment Finance	Idaho Secretary of State on August 19, 2013	B2013-1128106-3	Equipment
▇▇▇▇▇▇ Outdoors, Inc.
88.	▇▇▇▇▇▇ Outdoors, Inc.	Toyota Motor Credit Corporation	Wisconsin Secretary of State on May 20, 2013	130006701721	Equipment
89.	▇▇▇▇▇▇ Outdoors, Inc.	CIT Finance LLC	Wisconsin Secretary of State on May 3, 2012	120006090318	Equipment
Trail Tech, Inc.
90.	Trail Tech, Inc.	U.S. Bank National Association	Washington State Department of Licensing on May 11, 2015	2015-131-1368-7	All accounts, equipment and inventory
▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company
91.	▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company	NMHG Financial Services, Inc.	California Secretary of State on November 1, 2006 ·Continuation filed on August 19, 2011 to restate collateral	06-7090516498	Equipment

92.	▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company	NMHG Financial Services, Inc.	California Secretary of State on April 23, 2007 ·Continuation filed on February 13, 2012	07-7111155886	Equipment
93.	▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company	NMHG Financial Services, Inc.	California Secretary of State on October 1, 2015	15-7487886347	Equipment
94.	▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company	IBM Credit LLC	California Secretary of State on March 14, 2016	16-7513945475	Equipment

NOTE:  A lien search under the name Polaris Acceptance Inc. revealed a UCC financing statement filed with the Minnesota Secretary of State (200614246404, filed November 9, 2006), however, the Debtor is Acceptance Partnership.   NOTE:  A federal and state tax lien search under the name of Polaris Sales Inc. revealed two federal tax lien filings with the Minnesota Secretary of State, however, the tax lien documents name the taxpayer as “Fish Lake Small Engine Repairs and, a Corporation Polaris Sales Inc.” and list the tax identification number as ▇▇-▇▇▇▇▇▇▇ with a residence address of ▇▇▇ ▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇-▇▇▇▇.  The tax identification number for Polaris Sales Inc. is ▇▇-▇▇▇▇▇▇▇ and there is no affiliation with the other taxpayer.  Polaris has notified the IRS of these filing errors.   NOTE:            Polaris Industries Inc. [DE] entered into a Mortgage and Security Agreement dated February 4, 2015 in favor of the City of Huntsville, an Alabama municipal corporation, as recorded on February 6, 2015, in RLPY 2015, Page 5199, Probate Records of Limestone County, Alabama.   NOTE:            Polaris Industries Inc. [DE] filed a patent infringement civil suit in the U.S. District Court of Minnesota against CFMOTO Powersports, Inc. et al. on October 26, 2010 (Case No. 10-CV-04362).   NOTE:          Polaris Industries Inc. [MN] and Polaris Industries Inc. [DE] are each named as a defendant in a patent infringement civil suit filed by Arctic Cat, Inc. et al. on December 19, 2013 in the U.S. District Court of Minnesota (Case No. 13-CV-03579).   NOTE:          Polaris Industries Inc. [DE] and Polaris Sales Inc. filed a patent infringement civil suit in the U.S. District Court of Minnesota against Arctic Cat Inc. and Arctic Cat Sales Inc. on September 5, 2014 (Case No. 13-CV-03386).   NOTE:          Polaris Industries Inc. [DE] and Polaris Sales Inc. filed a patent infringement civil suit in the U.S. District Court of Minnesota against Arctic Cat Inc. and Arctic Cat Sales Inc. on September 9, 2014 (Case No. 14-CV-03412).   NOTE:          Polaris Industries Inc. [DE] filed a patent infringement civil suit in the U.S. District Court of Minnesota against Arctic Cat Inc. and Arctic Cat Sales Inc. on December 22, 2015 (Case No. 15-CV-04475).   NOTE:          Arctic Cat Inc. filed three patent infringement civil suits in the U.S. District Court of Minnesota against Polaris Industries Inc. [DE] on January 4, 2016 (Case Nos. 16-CV-00008, 16-CV-00009 and 16-CV-00010).   NOTE:  Teton Outfitters, LLC is the defendant in a wrongful termination case filed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ on November 25, 2014 in the U.S. District Court of Idaho (Case No. 14-CV-0508).   NOTE:  ▇▇▇▇▇▇-▇▇▇▇ Manufacturing Company is the defendant in a civil case in Orange County Superior Court, California filed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on November 17, 2014 (Case No. 30-2014-00756890-CU-PO-CJC).

1.            Assignor:	___________________________________
2.            Assignee:	___________________________________[and is an Affiliate/ Approved Fund of [identify Lender]1
3.            Borrower(s):	Polaris Industries Inc., Polaris Sales Europe Sàrl and any Foreign Subsidiaries that become a party to the Credit Agreement as a Foreign Borrower.
1 Select as applicable.
4.            Administrative Agent:	U.S. Bank National Association, as the agent under the Credit Agreement.

5.            Credit Agreement:	The $[1,100,000,000] Second Amended and Restated Credit Agreement dated as of May 2, 2016 among the Borrowers, the Lenders party thereto and U.S. Bank National Association, as Administrative Agent.
6.            Assigned Interest:
Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders		Amount of Commitment/Loans Assigned*			Percentage Assigned of Commitment/Loans1
Revolving Loans	$[___________]		$			[_______]%
Term Loans	$[___________]		$			[_______]%
7.            Trade Date:	[______________________]2

Date	Principal Amount of Loan	Maturity of Interest Period	Principal Amount Paid	Unpaid Balance

Date	Principal Amount of Loan	Maturity of Interest Period	Principal Amount Paid	Unpaid Balance

Date	Principal Amount of Loan	Maturity of Interest Period	Principal Amount Paid	Unpaid Balance

Date	Principal Amount of Loan	Maturity of Interest Period	Principal Amount Paid	Unpaid Balance